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                                                                Exhibit 10.13


                     AMENDED AND RESTATED STOCK OPTION PLAN
                                       OF
                               MSN HOLDINGS, INC.

PREAMBLE. The Board of Directors of MSN Holdings, Inc. (the "Company") and the
Compensation Committee of the Company's Board of Directors have adopted this
Stock Option Plan effective January 1, 1999, as amended effective January 1,
2000 and February 27, 2001.

1.   PURPOSE.

     The purpose of this Stock Option Plan (the "Plan") is to (a) give officers,
executive personnel, selected consultants and employees (collectively, "Key
Persons") of the Company and its subsidiaries an opportunity to acquire shares
of the Common Stock of the Company, $.01 par value (the "Common Stock"), (b)
provide an incentive for Key Persons to continue to promote the best interests
of the Company and its subsidiaries, (c) enhance the long-term performance of
the Company and its subsidiaries, and (d) provide an incentive for Key Persons
to join or to remain employees of the Company or its subsidiaries.

2.   ADMINISTRATION.

     (a) BOARD OF DIRECTORS. The Plan shall be administered by the Board of
Directors of the Company (the "Board") which, to the extent it determines, may
delegate its powers to administer the Plan (other than its powers under Section
11(c)) to a committee of directors (the "Committee") appointed by the Board and
composed of not less than two members of the Board. If the Board appoints a
Committee, references to the Board (except in Section 11(c)) shall be deemed to
refer to the Committee.

     (b) POWERS. Within the limits of the express provisions of the Plan, the
Board shall determine: (i) the Key Persons to whom awards shall be granted, (ii)
the time or times at which awards shall be granted, (iii) the form and amount of
the awards, and (iv) the limitations, restrictions and conditions applicable to
each award, including conditions (if any) based on achievement of performance
goals and/or future service requirements. In making its determinations, the
Board may take into account the nature of the services rendered, the present and
potential contributions to the success of the Company and its subsidiaries, and
such other factors as the Board in its discretion deems relevant.

     (c) INTERPRETATIONS. Subject to the express provisions of the Plan, the
Board may (i) interpret the Plan, (ii) prescribe, amend and rescind rules and
regulations relating to it, (iii) determine the terms and provisions of the
awards and (iv) make all other determinations it deems necessary or advisable
for the administration of the Plan.

     (d) DETERMINATIONS. The determinations of the Board on all matters
regarding the Plan shall be conclusive. A member of the Board shall only be
liable for an action taken or determination made in bad faith.

     (e) NON-UNIFORM DETERMINATIONS. The Board's determinations under the Plan,
including

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determinations as to the persons to receive awards, the terms and provisions of
each award and the agreements evidencing the awards, need not be uniform and may
be made by it selectively among persons who receive or are eligible to receive
awards under the Plan, whether or not such persons are similarly situated.

3.   AWARDS UNDER THE PLAN.

     (a) TYPE OF AWARD. Awards under the Plan may be granted in the following
forms: (i) Incentive Stock Options ("ISOs") within the meaning of Section 422
of the Internal Revenue Code, as described in Section 4 or (ii) Non-Qualified
Stock Options. (ISOs and Non-Qualified Stock Options are collectively
referred to as "Stock Options.")

     (b) MAXIMUM LIMITATIONS. The aggregate number of shares of Common Stock
available for grant under the Plan is 375,000, subject to adjustment pursuant to
Section 7. Shares of Common Stock issued pursuant to the Plan may be either
authorized but unissued shares or shares now or hereafter held in the treasury
of the Company. If, prior to the end of the period during which Stock Options
may be granted under the Plan, any Stock Option under the Plan expires
unexercised or is terminated, surrendered or canceled without being exercised in
whole or in part for any reason, the number of shares previously subject to that
Stock Option (or the unexercised, terminated, forfeited or unearned portion of
it) shall be added to the remaining number of shares of Common Stock available
for grant as a Stock Option under the Plan, including a grant to a former holder
of the Stock Option, upon such terms and conditions as the Board shall
determine, which terms may be more or less favorable than those applicable to
the former Stock Option.

4.   STOCK OPTIONS CONDITIONS.

     Stock Options may be granted under the Plan for the purchase of shares of
Common Stock. Stock Options shall be in such form and upon such terms and
conditions as the Board shall from time to time determine, subject to the
following:

     (a) OPTION PRICE. The option price (the "Option Price") of each Stock
Option to purchase Common Stock shall be determined by the Board, but the Option
Price for each ISO shall not be less than 100% of the Fair Market Value (as
defined in Section 11(i)) of the Common Stock subject to the ISO on the date of
grant. If the optionee, at the time an ISO is granted to the optionee, owns more
than 10% of the total combined voting power of all classes of the stock of the
Company or of a parent or subsidiary (a "10% Stockholder"), the Option Price of
each ISO to purchase Common Stock granted to the 10% Stockholder shall not be
less than 110% of the Fair Market Value of the Common Stock subject to the ISO
on the date of grant.

     (b) TERM OF OPTIONS. No Stock Option shall be exercisable after the date
ten years and one day after the date the Stock Option is granted. No ISO granted
to a 10% Stockholder shall be exercisable after the date five years and one day
after the date the ISO is granted.

     (c) EXERCISABILITY OF OPTIONS. Stock Options shall become exercisable at
rates per year of the Stock Options granted to each grantee as determined by the
Board or the Committee as the case may be. The number of Stock Options that may
become exercisable per year for each Key


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Person may not exceed $100,000 divided by the Option Price.

     (d) CONDITIONS OF GRANT. As a condition to the grant of a Stock Option, the
Board may require a Key Person who receives a Stock Option to enter into one or
more of the following agreements with the Company on or prior to the date of
grant of the Option (or, with respect to the Stockholders' Agreement, upon
exercise of a Stock Option):

            (i) Confidentiality and Non-Competition Agreement with the Company
and its subsidiaries which shall remain effective during the Key Person's
employment and for two years after the termination of employment of an
employee/recipient or such other date as the Board determines for other
recipients.

            (ii) The Stockholders' Agreement effective June 1, 1998, as amended
(the "Stockholders Agreement"), among the Company, the persons named as parties
to the Stockholders' Agreement and the persons executing a Joinder Agreement
relating to the Stockholders' Agreement.

            (iii) An Incentive Stock Option Agreement or a Non-Qualified Stock
Option Agreement, as the case may be, in a form prescribed by the Company,
reflecting the terms and conditions of the grant of the Stock Options.

If the Key Person fails to enter into any of the agreements requested by the
Board, no Stock Options shall be granted to the Key Person, and the number of
shares of Common Stock that would have been subject to the Stock Option shall be
added to the remaining shares of Common Stock available for grant as Stock
Options under the Plan.

5.   PROVISIONS APPLICABLE TO STOCK OPTIONS.

     (a) EXERCISE. Stock Options shall be subject to terms and conditions, be
exercisable at such time or times, and be evidenced by a Stock Option Agreement
as the Board shall determine. These determinations shall not be inconsistent
with other provisions of the Plan.

     (b) MANNER OF EXERCISE OF OPTIONS AND PAYMENT FOR COMMON STOCK. Stock
Options may be exercised by an optionee by giving written notice to the
Secretary of the Company stating the number of shares of Common Stock with
respect to which the Stock Option is being exercised (which for Stock Options
granted after January 1, 2000, shall not be less than all of such presently
exercisable Stock Options held by the optionee) and tendering the Option Price
for the shares. Payment for the Common Stock issuable shall be made in full in
cash or by certified check or, if the Board in its sole discretion agrees, (i)
fully or partially in shares of Common Stock of the Company or (ii) by a
cashless exercise procedure if one has been established by the Board. If the
Option Price is paid wholly in shares, the number of shares of Common Stock
required to be delivered to the Company to pay for the shares of Common Stock
being acquired by the exercise of the Stock Option shall be determined by (1)
multiplying the Option Price per share by the number of shares for which the
Stock Option is being exercised and (2) dividing the product by the Fair Market
Value per share of the Common Stock on the date of exercise. As soon as
reasonably practicable after the exercise, a certificate registered in the name
of the


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optionee representing shares of Common Stock purchased shall be delivered to the
optionee.

     (c) STOCK OPTIONS OF TERMINATING EMPLOYEES. Stock Options held by an
optionee whose employment with the Company is terminated for any reason
(including death, disability or otherwise), may, in the sole discretion of the
Board, be required to be surrendered and terminated in exchange for a cash
payment to the optionee (or to a deceased optionee's estate) equal to the
product of (i) the number of the exercisable options held by the optionee and
(ii) the difference between the Option Price and the Fair Market Value of the
Common Stock subject to the exercisable options as of the date of the optionee's
termination. If the Board elects to redeem the optionee's Stock Options in this
manner, it shall notify the optionee (or a deceased optionee's estate) within 10
days after the termination of the optionee's employment and shall make payment
to the optionee (or the optionee's estate, as applicable) within 60 days after
the termination of the optionee's employment with the Company.

6.   TRANSFERABILITY.

     No Stock Option may be transferred, assigned, pledged or hypothecated
(whether by operation of law or otherwise), except as provided by will or the
applicable laws of descent or distribution, and no Stock Option shall be subject
to execution, attachment or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of a Stock Option, or levy of
attachment or similar process upon a Stock Option not specifically permitted in
this Plan shall be null and void and without effect. Subject to Section 5(c)
above, a Stock Option may only be exercised by a Key Person during his or her
lifetime or, pursuant to Section 10(c), by his or her estate or the person who
acquires the right to exercise the Stock Option upon the optionee's death by
bequest or inheritance.

7.   ADJUSTMENT PROVISIONS.

     The aggregate number of shares of Common Stock with respect to which Stock
Options may be granted, the aggregate number of shares of Common Stock subject
to each outstanding Stock Option, and the Option Price per share of each Stock
Option may all be appropriately adjusted as the Board may determine for any
increase or decrease in the number of shares of issued Common Stock resulting
from a subdivision or consolidation of shares, whether through reorganization,
recapitalization, stock split, stock distribution or combination of shares, or
the payment of a share dividend or other increase or decrease in the number of
shares outstanding effected without receipt of consideration by the Company.
Adjustments under this Section shall be made according to the sole discretion of
the Board, and its decisions shall be binding and conclusive.

8.   DISSOLUTION, MERGER AND CONSOLIDATION.

     If all unexercised Stock Options will terminate as of the effective date
(the "Termination Effective Date") of a merger or other transaction in which the
Company is not the survivor or on the dissolution of the Company (a "Company
Terminating Event"), all Stock Options shall expire as of the Termination
Effective Date. The Board shall give written notice of this event to each
optionee at least 30 days prior to the Termination Effective Date. During the
period from receipt


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of this notice to the Termination Effective Date, each optionee shall have a
right to exercise all unexercised Stock Options without regard to installment
exercise limitations, but subject to the $100,000 per year limitations contained
in Section 4(c). Unless sooner expired pursuant to Section 10(b) or (c), each
Stock Option shall be exercisable after receipt of the written notice and prior
to the Termination Effective Date.

     If (i) an agreement is entered pursuant to which more than 50% of the
outstanding voting securities of the Company will be owned by a person or
persons other than Robert Adamson, Patricia G. Donohoe, Kevin S. Little,
Chisholm Partners III, L.P., Fleet Equity Partners VI, L.P., Fleet Venture
Resources, Inc., Kennedy Plaza Partners, Piper Jaffray Healthcare Fund II, L.P.,
and Piper Jaffray Healthcare Fund III, L.P. and each of their respective
affiliates (or any of them) and (ii) within one year after consummation of the
transactions contemplated by such agreement, (A) the Plan is terminated, (B) the
Company's principal place of business is located more than 50 miles from the
location of its principal place of business on the date of consummation of the
transactions contemplated by such agreement or (C) the applicable optionee is
terminated by the Company without cause (a "Change in Control Event"), each
optionee shall have a period of 30 days after the date of the Change in Control
Event (the "Change in Control Date") to exercise all unexercised Stock Options
without regard to installment exercise and performance limitations, but subject
to the second sentence of Section 4(c). Unless sooner expired pursuant to
Section 10(b) or (c), each Stock Option shall be exercisable after the date of
the Change in Control Event and prior to the Change in Control Date.

9.   PLAN EFFECTIVE DATE AND CONDITIONS SUBSEQUENT TO EFFECTIVE DATE.

     The Plan became effective as of January 1, 1999. No grant or award shall be
made under the Plan after December 31, 2008. The Plan and all Stock Options
granted under the Plan prior to December 31, 2008 shall remain in effect and be
subject to adjustment and amendment until the Stock Options have been satisfied
or terminated in accordance with the terms of the respective grants, awards and
related agreements.

10.  TERMINATION OF STOCK OPTIONS.

     (a) Each Stock Option shall, unless sooner expired pursuant to Section
10(b) or (c), expire on the first to occur of (1) the date one day after the
tenth anniversary of the date of its grant or (2) the expiration date set forth
in the applicable Stock Option Agreement.

     (b) In the case of an employee of the Company, all Stock Options granted to
the employee shall expire on the first to occur of the applicable date set forth
in paragraph (a) above and the date on which the employment of the employee with
the Company or any of its subsidiaries terminates for any reason other than
death or disability. Upon receipt of notice of termination of employment,
whether written or oral, an optionee/employee shall not thereafter have the
right to exercise any Stock Options. The Board, in its sole discretion, by
written notice given to a former employee, may pursuant to the provisions of
Section 5(c) of this Plan redeem the exercisable Stock Options of the former
employee, or may permit the former


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employee to exercise exercisable Stock Options during a period following his or
her termination of employment, which period shall not exceed 90 days. In no
event, however, may the Board permit a former employee to exercise an
exercisable Stock Option after the expiration date contained in the Stock Option
Agreement evidencing the Stock Option. If the Board permits a former employee to
exercise exercisable Stock Options during a period following his or her
termination of employment pursuant to the preceding provisions, the Stock
Options shall, to the extent unexercised, expire on the date that the former
employee violates (as determined solely by the Board) any confidentiality
agreement, covenant not to compete or nonsolicitation agreement in effect
between the Company or any of its subsidiaries and the former employee.

     (c) Subject to the right of the Board to redeem the employee's Stock
Options as provided in Section 5(c) of the Plan, if the employment of an
employee with the Company terminates by reason of disability (as determined by
the Board consistent with Section 422 of the Internal Revenue Code), the
employee's Stock Options shall expire on the first to occur of the date set
forth in Section 10(a) or six months after the termination of employment.
Subject to the right of the Board to redeem the employee's Stock Options as
provided in Section 5(c) of the Plan, if an employee dies while employed with
the Company or any of its subsidiaries or dies within six months (or six months
if the employee is disabled) after the termination of employment, the employee's
Stock Options shall expire on the first to occur of the date set forth in
Section 10(a) or six months after the date of the employee's death.

11.  MISCELLANEOUS.

     (a) LOCAL AND OTHER REQUIREMENTS. The obligation of the Company to sell and
deliver Common Stock under the Plan shall be subject to all applicable laws,
regulations, rules and approvals, including the Securities Act of 1933.
Certificates for shares of Common Stock issued upon the exercise of Stock
Options may bear a restrictive legend if the Board deems it appropriate.

     (b) NO OBLIGATION TO EXERCISE OPTIONS. The granting of a Stock Option shall
impose no obligation upon an optionee to exercise the Stock Option.

     (c) TERMINATION AND AMENDMENT OF PLAN. The Board, without further action on
the part of the Stockholders of the Company, may from time to time alter, amend
or suspend the Plan or any Stock Option granted under the Plan or may at any
time terminate the Plan, except that, unless approved by the Stockholders, the
Board may not (except to the extent provided in Section 7): (i) change the total
number of shares of Common Stock available for grant under the Plan; (ii) extend
the duration of the Plan; (iii) increase the maximum term of Stock Options; or
(iv) change the class of persons eligible to be granted Stock Options under the
Plan. No action taken by the Board under this Section may materially and
adversely affect any outstanding Stock Option without the consent of the holder.

     (d) APPLICATION OF FUNDS. The proceeds received by the Company from the
sale of Common Stock pursuant to the exercise of Stock Options will be used for
general corporate purposes.

     (e) WITHHOLDING TAXES. Upon the exercise of a Stock Option, the Company
shall have the right to require the optionee to remit to the Company an amount
sufficient to satisfy all federal, state and local withholding tax requirements
prior to the delivery of the certificate or certificates for shares of Common
Stock. In lieu thereof, the Company shall have the right to retain, or sell to
other


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persons without notice to the optionee, a sufficient number of shares of
Common Stock to cover the amount required to be withheld. Under the Plan,
whenever payments are to be made by the Company in cash or by check, these
payments shall be net of all amounts needed to satisfy all federal, state and
local withholding tax requirements.

     (f) RIGHT TO TERMINATE EMPLOYMENT. Nothing in the Plan or any agreement
entered into pursuant to the Plan shall confer on any Key Person or other
optionee the right to continue in the employ of the Company or any of its
subsidiaries or affect any right that the Company or any of its subsidiaries may
have to terminate the employment of the Key Person or other optionee.

     (g) RIGHTS AS A STOCKHOLDER. No optionee shall have any rights or
privileges as a stockholder unless and until certificates for shares of Common
Stock are issued to that person.

     (h) LEAVES OF ABSENCE AND DISABILITY. The Board shall be entitled to make
such rules, regulations and determinations as it deems appropriate under the
Plan in respect of any leave of absence taken by or any disability of any
employee/optionee. Without limiting the generality of the foregoing, the Board
shall be entitled to determine (i) whether or not any such leave of absence
shall constitute a termination of employment within the meaning of the Plan and
(ii) the impact, if any, of any such leave of absence on awards under the Plan
already made to any employee/optionee who takes such leave of absence.

     (i) FAIR MARKET VALUE. Whenever the Fair Market Value of Common Stock is to
be determined under the Plan as of a given date, the Fair Market Value shall be:

            (i) If the Common Stock is traded on the over-the-counter market,
the mean between the bid and the asked price for the Common Stock at the close
of trading for such date;

            (ii) If the Common Stock is listed on a national securities
exchange, or is traded on the NASDAQ National Market System or the NASDAQ Small
Cap Market, the closing price of the Common Stock on the Composite Tape or as
otherwise officially reported for such date; and

            (iii) If the Common Stock is not traded on the over-the-counter
market, the NASDAQ National Market System, the NASDAQ Small Cap Market or listed
on a national securities exchange, the value that the Board, in good faith,
determines.

     (j) NOTICES. Every direction, revocation or notice authorized or required
by the Plan shall be deemed delivered to the Company (i) on the date it is
personally delivered to the Secretary of the Company at its principal executive
office or (ii) three business days after it is sent by registered or certified
mail, postage prepaid, addressed to the Secretary at the Company's principal
executive office; and shall be deemed delivered to an optionee (i) on the date
it is personally delivered to the optionee or (ii) three business days after it
is sent by registered or certified mail, postage prepaid, addressed to the
optionee at the last address shown for the optionee on the records of the
Company.

     (k) APPLICABLE LAW. All questions pertaining to the validity, construction
and administration of the


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Plan and Stock Options shall be determined in conformity with the laws of the
State of Delaware.

     (l) ELIMINATION OF FRACTIONAL SHARES. If any provision of the Plan requires
a computation of the number of shares of Common Stock subject to a Stock Option
and the number computed is not a whole number, the number shall be rounded down
to the next whole number.

     (m) STOCKHOLDERS AGREEMENT. If the Committee makes the execution of the
Stockholders Agreement a condition to the grant of an Option or a condition to
the exercise of a Stock Option by an optionee, the Company shall be under no
obligation to sell or deliver Common Stock under the Plan to an optionee unless
the optionee executes the Stockholders Agreement. The Company shall furnish a
copy of the required Stockholders Agreement to each optionee required to execute
the Stockholders Agreement prior to the time that execution is required.

     Adoption of this Plan was approved by the Company's Board of Directors and
Compensation Committee of the Board on December 15, 1998 and the amendments were
approved effective as of January 1, 2000 and February 27, 2001.

                               MSN HOLDINGS, INC.



                               By: /s/ Robert Adamson
                                  ---------------------------------------------
                                    Robert Adamson, President and Chief
                                    Executive Officer





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