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                                                                    EXHIBIT 10.1

                                SECOND AMENDMENT
                             TO MEDAPHIS CORPORATION
                     NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

         THIS SECOND AMENDMENT is effective as of April 1, 1999, and is made by
MEDAPHIS CORPORATION, a corporation organized and doing business under the laws
of the State of Delaware (the "Company").

                              W I T N E S S E T H:

         WHEREAS, the Company has previously adopted the Medaphis Corporation
Non-Employee Director Stock Option Plan, as amended (the "Plan"); and

         WHEREAS, the Board of Directors of the Company has duly authorized an
amendment of the Plan as set forth herein.

         NOW, THEREFORE, Section 5(d) of the Plan is hereby amended by deleting
Section 5(d) of the Plan in its entirety, and replacing it with the following:

                  "(d) Vesting; Exercisability. An Option shall be fully vested
         as of the date of grant, but shall not become exercisable until one (1)
         year after the date of grant; provided, however, that in the event of
         the termination of an optionee's service as a director by reason of
         retirement, total and permanent disability (within the meaning of
         Section 22(e) of the Code), or death, all of the outstanding Options of
         such optionee shall become immediately exercisable. For purposes of the
         Plan, the term "by reason of retirement" means mandatory retirement
         pursuant to established Board policy."

         FURTHER, Section 5(g) of the Plan is hereby amended by deleting Section
5(g) of the Plan in its entirety, and replacing it with the following:

                  "(g)     Term of Options.  Each Option shall expire eleven
         (11) years from its date of grant, and shall not be subject to earlier
         termination or forfeiture."

         FURTHER Section 5(h) of the Plan is hereby amended by deleting Section
5(h) of the Plan in its entirety, and replacing it with the following:

                  "(h)     Transferability.  An Option granted to an optionee
         under the Plan shall not be assignable or transferable by the optionee
         other than (i) to the spouse, children or grandchildren of the optionee
         ("Immediate Family Members"), (ii) to a trust or trusts for the



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         exclusive benefit of such Immediate Family Members, (iii) to a
         partnership in which such Immediate Family Members are the only
         partners, (iv) to an entity exempt from federal income tax pursuant to
         Section 501(c)(3) of the Code or any successor provision, or (v) to a
         split interest trust or pooled income fund described in Section
         2522(c)(2) of the Code or any successor provision; provided, however,
         that (x) there shall be no consideration for any such transfer, and (y)
         other transfers by the optionee, or any subsequent transfer of
         transferred Options by a transferee, shall be prohibited, except those
         by will or the laws of descent and distribution or pursuant to a
         qualified domestic relations order as defined in the Code or Title I of
         the Employee Retirement Income Security Act of 1974, as amended; and
         provided, further, that following transfer, for purpose of elections to
         exercise the Option and the sale or merger and change in control
         provisions of the the Plan, the term "Non-Employee Director" shall be
         deemed to include the transferee, but the Option otherwise shall
         continue to be subject to the same terms and conditions that were
         applicable immediately prior to transfer. The Company shall have no
         obligation to register with any federal or state securities commission
         or agency any Common Stock issuable or issued under an Option that has
         been transferred by a Non-Employee Director under this Section 5(h)."

FURTHER, Section 10 of the Plan is hereby amended by deleting Section 10 of the
Plan in its entirety, and replacing it with the following:

                  "10. Amendment of the Plan. This Plan may be amended by the
         Board from time to time to the extent that the Board deems necessary or
         appropriate; provided, however, that the Board shall not have the right
         unilaterally to modify, amend or cancel any Option granted before the
         effective date of such modification, amendment or cancellation unless
         the optionee consents in writing to such modification, amendment or
         cancellation."

         Except as specifically amended by this Second Amendment, the Plan shall
remain in full force and effect as prior to this Second Amendment.



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         IN WITNESS WHEREOF, the Company has caused this Second Amendment to be
executed on the day and year first above written.


                                    MEDAPHIS CORPORATION



                                    By:  /s/ ALLEN W. RITCHIE
                                       -----------------------------------------
                                         Allen W. Ritchie
                                         President and Chief Executive Officer


ATTEST:



By: /s/ RANDOLPH L. M. HUTTO
   ------------------------------
       Randolph L. M. Hutto
       Secretary



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