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                                                                     EXHIBIT 4.2


                           HEALTHCARE.COM CORPORATION
                         NONQUALIFIED STOCK OPTION PLAN

                    (Amended and Restated as of May 14, 2001)


                                    ARTICLE I

                                     PURPOSE

         1.1 The Healthcare.com Corporation Nonqualified Stock Option Plan is
intended to advance the interests of the Company and its shareholders by
attracting, retaining and stimulating the performance of employees, consultants
and advisors. The Company is largely dependent upon the judgment and initiative
of such high caliber employees, consultants and advisors for the successful
conduct of its business. The Company further intends to encourage and enable
such employees, consultants and advisors to acquire and retain proprietary
interest in the Company and its Subsidiaries through ownership of its stock.

                                   ARTICLE II

                                   DEFINITIONS

         2.1 "Board" means the Board of Directors of the Company.

         2.2 "Code" means the Internal Revenue Code of 1986, as amended.

         2.3 "Common Stock" means the Company's Common Stock, par value $.01 per
share.

         2.4 "Committee" means the Stock Option Committee appointed by the Board
in accordance with Section 4.1.

         2.5 "Company" means Healthcare.com Corporation, a Georgia corporation.

         2.6 "Date of Grant" means the date on which an Option is granted under
the Plan.

         2.7. "Fair Market Value" shall be the mean between the highest and the
lowest selling prices of the Common Stock quoted on the Nasdaq National Market
or on any other similar securities exchange on the day an Option is granted
hereunder or, in the absence of any reported sales on such day, the first
preceding day on which there were such sales. If the Common Stock is not listed
on the Nasdaq National Market or any similar exchange for the public trading of
securities, the Committee shall determine on a semi-annual basis the Fair Market
Value in whatever way it considers appropriate under the circumstances taking
into account the financial condition of the Company as reflected in its
financial statements and, if deemed appropriate by the Committee, available
independent third party (such as analysts) estimates of such Fair Market



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Value. Any such determination of Fair Market Value shall remain effective until
the next semi-annual determination.

         2.8 "1934 Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

         2.9 "Nonqualified Stock Option" means a stock option granted under the
Plan which is not intended to meet the requirements of Section 422 of the Code
or any similar provision thereof.

         2.10 "Option" means a Nonqualified Stock Option granted under the Plan.

         2.11 "Optionee" means a person to whom an Option, which has not
expired, has been granted under the Plan.

         2.12 "Parent" means any corporation which qualifies as a parent of the
Company under the definition of "parent corporation" in Section 424(e) of the
Code.

         2.13 "Plan" means this Healthcare.com Corporation Nonqualified Stock
Option Plan.

         2.14 "Stock Option Agreement" means an agreement between the Company
and an Optionee under which the Optionee may purchase Common Stock thereunder.

         2.15 "Subsidiary" or "Subsidiaries" means a subsidiary corporation or
corporations of the Company as defined in Section 424(f) of the Code or any
partnership or joint venture in which the Company is a partner with at least a
majority ownership interest.

         2.16 "Substitute Option" means any Option granted pursuant to Section
3.2.


                                   ARTICLE III

                                  PARTICIPANTS

         3.1 Eligibility.

                  (a) Options may be granted under the Plan to any person who is
or who agrees to become a director, officer, employee of the Company or any of
its Subsidiaries, or a consultant, advisor or other person providing services to
the Company or its Subsidiaries. However, the Committee shall not grant Options
under the Plan to any officer or director of the Company, unless shareholder
approval of the Plan is obtained or shareholder approval of the Plan is no
longer required by applicable Nasdaq rules or other applicable laws. The
Committee may grant Options to such persons in accordance with such
determinations as the Committee from time to time in its sole discretion may
make. A member of the Committee shall not act on any



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determination to grant an Option to such member and any such determination shall
be made by the other member or members of the Committee.

                  (b) Options for up to 40,000 shares per calendar quarter of
the Common Stock reserved for issuance under Section 5.1 hereof may be granted
under the Plan to new and existing employees of the Company at the sole
discretion of Robert I. Murrie ("Mr. Murrie"), acting in his capacity as
President and Chief Executive Officer of the Company, subject to the
restrictions of Section 4.4 hereof.

         3.2 Substitute Options. Notwithstanding Section 3.1 hereof, the
Committee may grant Substitute Options under the Plan in substitution for stock
based awards held by persons who hold options to purchase the common stock of
another corporation which merges or consolidates with, or the stock or property
of which other corporation is acquired by, the Company or a Subsidiary. The
Committee may direct that the Substitute Options be granted on such terms and
conditions as the Committee considers appropriate under the circumstances.

                                   ARTICLE IV

                                 ADMINISTRATION

         4.1 Committee. The Plan shall be administered by a Committee designated
by the Board of Directors. Subject to the express provisions of the Plan, the
Committee shall have sole discretion and authority to determine from among
eligible directors, officers, employees, advisors, consultants, other persons
providing services to the Company and persons eligible for Substitute Awards,
those to whom and the time or times at which Options may be granted and the
number of shares of Common Stock to be subject to each Option. Subject to the
express provisions of the Plan, the Committee shall also have complete authority
to interpret the Plan, to prescribe, amend, and rescind rules and regulations
relating to it, to determine the details and provisions of each Stock Option
Agreement, and to make all determinations necessary or advisable in the
administration of the Plan. All such actions and determinations by the Committee
shall be conclusive and binding for all purposes and upon all persons.

         4.2 Majority Rule. A majority of the members of the Committee (or, if
less than three, all of the members) shall constitute a quorum, and any action
taken by a majority present at a meeting at which a quorum is present or any
action taken without a meeting evidenced by a writing executed by a majority of
the whole Committee shall constitute the action of the Committee.

         4.3 Company Assistance. The Company shall supply full and timely
information to the Committee on all matters relating to eligible directors,
officers, employees, consultants, advisors and other eligible participants,
their employment or engagement, death retirement, disability or other
termination of employment or engagement, and such other pertinent facts as the
Committee may require. The Company shall furnish the Committee with such
clerical and other assistance as is necessary in the performance of its duties.



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         4.4 Grants By Mr. Murrie. In making grants of Options pursuant to
Section 3.1(b) hereof, Mr. Murrie shall have the same authority conferred on the
Committee under the Plan, including, but not limited to, the right to establish
the terms of each such grant (which need not be identical) and to enter into any
Stock Option Agreements with respect to such grants. Notwithstanding the
foregoing, Mr. Murrie shall not be authorized to grant more than 10,000 Options
to any one individual in any one calendar quarter. Mr. Murrie shall provide
periodic reports to the Committee as may be appropriate to apprise the Committee
of the number and terms of grants of Options pursuant to Section 3.1(b) hereof.

                                    ARTICLE V

                         SHARES OF STOCK SUBJECT TO PLAN

         5.1 Limitations. Subject to adjustment pursuant to the provisions of
Section 5.3 hereof, the number of shares of Common Stock which may be issued and
sold hereunder shall be Two Million One Hundred Seventy-One Thousand Five
Hundred Two (2,171,502) shares of Common Stock. Such shares may be either
authorized but unissued shares, shares issued and reacquired by the Company or
shares bought on the market for the purposes of the Plan.

         5.2 Options Granted Under the Plan. Options to purchase up to an
aggregate of 295,000 shares of Common Stock which were granted by the Company to
Phil Guy and James Morrison on February 15, 1996 and April 23, 1996 shall be
deemed to have been granted under this Plan. Shares of Common Stock with respect
to which an Option granted hereunder shall have been exercised shall not again
be available for the grant of an Option hereunder. If an Option granted
hereunder shall terminate for any reason (including, without limitation, the
surrender of the Option by the Optionee in connection with the grant of a new
Option on the same or different terms or the expiration of the Option for any
reason) without being wholly exercised, the number of shares to which such
Option termination relates shall again be available for grant hereunder.

         5.3 Antidilution. In the event that the outstanding shares of Common
Stock hereafter are changed into or exchanged for a different number or kind of
shares or other securities of the Company or of another corporation by reason of
merger, consolidation, other reorganization, recapitalization, reclassification,
combination of shares, stock split-up or stock dividend, or in the event that
there should be any other stock splits, stock dividends or other relevant
changes in capitalization occurring after the effective date of this Plan:

                  (a) The aggregate number and kind of shares subject to Options
which may be granted hereunder shall be adjusted appropriately;

                  (b) Rights under outstanding Options granted hereunder, both
as to the number of subject shares and the Option price per share, shall be
adjusted appropriately; and



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                  (c) Where dissolution or liquidation of the Company or any
merger or combination in which the Company is not a surviving corporation is
involved, each outstanding Option granted hereunder shall terminate, but the
Optionee shall have the right, immediately prior to such dissolution,
liquidation, merger or combination, to exercise his Option in whole or in part,
to the extent that it shall not have been exercised, without regard to any
vesting or installment exercise provisions.

                  (d) In the event of any merger, combination or share exchange
in which the Company is a surviving corporation and any "person" (as such term
is used in Section 13(d)(2) of the 1934 Act) becomes the beneficial owner,
directly or indirectly, of securities of the Company representing 20% or more of
the combined voting power of the Company's then outstanding securities, each
outstanding Option granted hereunder shall become immediately exercisable and
vested in full.

         The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined solely by the Committee, in accordance
with Treasury Regulation Section 1.425-1(a) or its successor regulation or
ruling such that the adjustment shall not cause a reissuance of the Option, and
any such adjustment may provide for the elimination of fractional share
interests.

                                   ARTICLE VI

                                     OPTIONS

         6.1 Option Grant and Agreement. Each Option granted hereunder shall be
evidenced by minutes of a meeting or the written consent of the Committee and by
a written Stock Option Agreement dated as of the Date of Grant and executed by
the Company and the Optionee. The Stock Option Agreement shall set forth such
terms and conditions as may be determined by the Committee to be consistent with
the Plan, but may include additional provisions and restrictions, provided that
they are not inconsistent with the Plan. Nothing in this Plan shall preclude the
Committee from issuing or agreeing to issue new Options to any holder upon the
condition that all or any portion of such holder's then outstanding Options be
surrendered for cancellation regardless of whether the exercise price of such
new Options is higher or lower than, or the other terms different from, the
surrendered Options.

         6.2 Option Price. The per share Option price of the Common Stock
subject to each Option shall be determined by the Committee, provided that the
per share price shall not be less than the Fair Market Value of the Common Stock
on the Date of Grant.

         6.3 Option Period. Each Option granted hereunder may be granted at any
time after the effective date of the Plan and prior to the termination of the
Plan. The period for the exercise of each Option shall be determined by the
Committee, provided, however, that (i) except as otherwise expressly provided
in this Plan, the Committee may, in its discretion, terminate outstanding
Options or accelerate the exercise dates thereunder, upon sixty (60) days'
written



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notice given to the Optionee and (ii) the period during which each Option may be
exercised shall not be later than ten years from the Date of Grant.

         6.4 Option Exercise. Options may be exercised in whole at any time, or
in part from time to time, with respect to whole shares only, within the period
permitted for the exercise thereof, and shall be exercised by written notice of
intent to exercise the Option with respect to a specified number of shares
delivered to the Company at its principal office, and payment in full to the
Company at said office of the amount of the Option price for the number of
shares of the Common Stock with respect to which the Option is then being
exercised. In addition to and at the time of payment of the Option price,
Optionee shall pay to the Company or any Subsidiary in cash or in Common Stock,
the full amount, if any, that the Company or any Subsidiary is required to
withhold or pay under federal or state law with respect to the exercise of the
Option. Alternatively, the number of shares delivered by the Company upon
exercise of the Option shall be appropriately reduced to reimburse the Company
or the Subsidiary for such payment.

         6.5 Payment. The purchase price for shares of Common Stock purchased
upon exercise of Options shall be paid (i) in cash; (ii) in shares of Common
Stock (not subject to limitations on transfer) valued at the Fair Market Value
of such shares on the trading day immediately preceding the date of purchase, or
a combination of cash and such Common Stock; provided that any shares of Common
Stock tendered for payment shall have been owned for a period of six (6) months
or such other period as in the opinion of the Committee shall be sufficient for
such shares to be considered "mature" shares for purposes of accounting for the
transaction; or (iii) if the Stock Option Agreement so specifies, and subject to
such rules as may be established by the Committee, through a so-called "cashless
exercise" procedure with a designated broker.

         6.6 Nontransferability of Option. No Option shall be transferred by an
Optionee otherwise than by will or the laws of descent and distribution. During
the lifetime of an Optionee the Option shall be exercisable only by him, or, in
the case of an Optionee who is mentally incapacitated, the Option shall be
exercisable by his guardian or legal representative. Notwithstanding the above,
the Committee, in its sole discretion, may allow for the limited transfer of a
Nonqualified Stock Option to family members of the Optionee, or a trust
benefiting such family members, for estate planning purposes.

         6.7 Effect of Death or Other Termination of Employment or Engagement.

                  (a) Except as otherwise provided in this Section 6.7, if,
prior to a date thirty (30) days from the Date of Grant of an Option (or such
longer time as may be established by the Committee), an Optionee's employment
with the Company or a Subsidiary or engagement by the Company or a Subsidiary as
a director, officer, employee, consultant or advisor shall be terminated for any
reason, or by the act of an Optionee, the Optionee's right to exercise such
Option shall terminate and all rights thereunder shall cease. For purposes of
this paragraph, an Optionee who qualifies for payments under the Company's
severance policy shall be deemed to have terminated employment as of the date of
the final severance payment.



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                  (b) If, on or after thirty (30) days from the Date of Grant
(or such longer time as may be established by the Committee), an Optionee's
employment with or engagement as a director, officer, employee, consultant or
advisor by the Company or its Subsidiaries shall be terminated for any reason
other than death, permanent and total disability, for serious misconduct (as
hereinafter defined), or retirement, the Optionee shall have the right, during
the period ending sixty (60) days (or such longer time as may be established by
the Committee at the Date of Grant or afterwards) after such termination, to
exercise such Option to the extent that it was exercisable at the date of such
termination of employment or engagement and shall not have been exercised. For
purposes of this paragraph, an Optionee who qualifies for payments under the
Company's severance policy shall be deemed to have terminated employment as of
the date of the final severance payment.

                  (c) If an Optionee shall die at any time after the Date of
Grant and while in the employ or engagement of the Company or its Subsidiaries
or within 60 days (or such length of time as may be established by the Committee
at the Date of Grant or afterwards) after termination of such employment or
engagement, the executor or administrator of the estate of the decedent or the
person or persons to whom an Option granted hereunder shall have been validly
transferred by the executor or the administrator pursuant to will or the laws of
descent and distribution shall have the right, during the period ending one year
after the date of the Optionee's death, to exercise the Optionee's Option to the
extent that it was exercisable at the date of termination of employment by death
or otherwise and shall not have been exercised.

                  (d) If an Optionee shall become permanently and totally
disabled or shall retire at any time after the Date of Grant, the Optionee (or
in the case of an Optionee who is mentally incapacitated, his guardian or legal
representative) shall have the right, during a period ending one year after such
retirement or disability, to exercise such Option to the extent that it was
exercisable at the date of termination of employment or engagement by retirement
or disability and shall not have been exercised.

                  (e) If an Optionee's employment with or engagement by the
Company or its Subsidiaries shall be terminated by the Company or any Subsidiary
for serious misconduct, the Optionee's right to exercise such Option shall
immediately terminate and all rights thereunder shall cease. For purposes of
this Plan, the term "serious misconduct" shall include, but not be limited to,
embezzlement or misappropriation of corporate funds, other acts of dishonesty,
significant activities harmful to the reputation of the Company or the
Subsidiaries, a significant violation of Company or Subsidiary policy, willful
refusal to perform, or substantial disregard of, the duties properly assigned to
the Optionee, or a significant violation of any contractual, statutory or common
law duty of loyalty to the Company or the Subsidiaries.

                  (f) No transfer of an Option by the Optionee by will or by the
laws of descent and distribution shall be effective to bind the Company unless
the Company shall have been furnished with written notice thereof and an
authenticated copy of the will and/or such other evidence as the Committee may
deem necessary to establish the validity of the transfer and acceptance by the
transferees of the terms and conditions of such Option.



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         6.8 Rights of Shareholders. An Optionee or a transferee of an Option
shall have no rights as a shareholder with respect to any shares subject to such
Option prior to the purchase of such shares by exercise of such Options as
provided herein. Nothing contained herein or in the Stock Option Agreement shall
create an obligation on the part of the Company to repurchase any shares of
Common Stock purchased hereunder.

         6.9 Dividend or Distribution Equivalents. An Optionee, whether or not
his Options are exercisable, shall, in the sole discretion of the Committee, if
specifically approved by the Committee at the Date of Grant or at any time
thereafter, be entitled to receive a payment in cash, stock, rights, warrants,
assets or other securities from the Company, as and when cash dividends or other
distributions of stock, rights, warrants, assets or other securities are payable
or distributed to the holders of the Common Stock, in the amount equal to the
cash dividend or distribution which would be paid to said Optionee in respect of
all shares subject to such Options were such Optionee the holder of such shares
on the record date for such cash dividend or distribution.

                                   ARTICLE VII

                               STOCK CERTIFICATES

         7.1 Conditions. The Company shall not be required to issue or deliver
any certificate for shares of Common Stock purchased upon the exercise of any
Option granted hereunder or any portion thereof prior to fulfillment of all of
the following conditions:

                  (a) The completion of any registration or other qualification
of such shares under any federal or state law or under the rulings or
regulations of the Securities and Exchange Commission or any other governmental
regulatory body, or the receipt of a written representation that the shares to
be acquired upon such exercise are to be acquired for investment and not for
resale or with a view to the distribution thereof, which the Committee shall in
its sole discretion deem necessary or advisable;

                  (b) The obtaining of any approval or other clearance from any
federal or state governmental agency which the Committee shall in its sole
discretion determine to be necessary or advisable;

                  (c) The lapse of such reasonable period of time following the
exercise of the Option as the Committee from time to time may establish for
reasons of administrative convenience; and

                  (d) Satisfaction by the Optionee of all applicable withholding
taxes or other withholding liabilities.



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         7.2 Legends. The Company reserves the right to legend any certificate
for shares of Common Stock, conditioning sales of such shares upon compliance
with applicable federal and state securities laws and regulations.

                                  ARTICLE VIII

                 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN

         The Board may at any time, upon recommendation of the Committee,
terminate and may at any time and from time to time and in any respect, amend or
modify the Plan; provided, however, that no such action shall impair the rights
of any holder of an Option theretofore granted; and further provided, that
(unless and until such time as shareholder approval is no longer required under
the 1934 Act, applicable exchange listing requirements or Nasdaq requirements
and applicable corporate law) no such action of the Board without approval of
the shareholders may:

                  (a) Increase the total number of shares of Common Stock
subject to the Plan, except as contemplated in Section 5.3 hereof;

                  (b) Change the manner of determining the Option price; or

                  (c) Change the class of people who may become participants in
the Plan; provided, further, that no termination, amendment, or modification of
the Plan shall in any manner affect any Option theretofore granted under the
Plan without the consent of the Optionee or transferee of the Option, shall
extend the maximum period during which Options may be exercised, or withdraw the
administration of the Plan from the Committee or the Board.

                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1 Employment or Engagement. Nothing in the Plan or in any Option
granted hereunder or in any Stock Option Agreement relating thereto shall confer
upon any director, officer, employee, advisor or consultant the right to
continue as such with the Company or any Subsidiary.

         9.2 Other Compensation Plans. The adoption of the Plan shall not affect
any other stock option or incentive or other compensation plans in effect for
the Company or any Subsidiary, nor shall the Plan preclude the Company from
establishing any other forms of incentive or other compensation for employees of
the Company or any Subsidiary.

         9.3 Plan Binding on Successors. The Plan shall be binding upon the
Company, its successors and assigns, and the Optionee, his executor,
administrator and permitted transferees.



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         9.4 Singular, Plural, Gender. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.

         9.5 Headings, etc., Not Part of Plan. Headings of Articles and Sections
hereof are inserted for convenience and reference; they constitute no part of
the Plan.

         9.6 Compliance With Laws. The Plan, the grant and exercise of Options
hereunder and the obligation of the Company to sell and deliver shares under
such Options, shall be subject to all applicable laws, rules and regulations,
including, but not limited to, those of the United States and its states, and to
such approvals by any government or regulatory agency as may be required.

         9.7 Governing Law. This Plan shall be construed and interpreted in
accordance with and governed by Georgia law.



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