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                                                                EXHIBIT (10)-16



                              AMENDED AND RESTATED

                                MEDPARTNERS, INC.

                             1993 STOCK OPTION PLAN




1.       PURPOSE OF THE PLAN

The purposes of this Amended and Restated MedPartners, Inc. ("MedPartners" or
the "Company") 1993 Stock Option Plan (the "Plan") are to:

1.1      furnish incentives to individuals or entities chosen to receive options
because they are considered capable of responding by improving operations and
increasing profits;

1.2      encourage selected employees to accept or continue employment with the
Company or its Affiliates; and

1.3      increase the interest of selected employees, officers, directors and
consultants in the Company's welfare through their participation in the growth
in value of the common stock, $.001 par value, of the Company ("Common Stock").

To accomplish the foregoing objectives, this Plan provides a means whereby
individuals and entities may receive options to purchase Common Stock. Options
granted under this Plan ("Options") will be either nonqualified options ("NQOs")
or incentive stock options ("ISOs").

2.       ELIGIBLE PERSONS

2.1      General. Every person who at the date on which an Option granted to
such person becomes effective (the "Grant Date") is a full-time employee,
officer, director or consultant of the Company or of any Affiliate or any
individual or entity subject to an acquisition or management agreement with the
Company is eligible to receive Options under this Plan.

2.2      Definition of Affiliate. The term "Affiliate," as used in this Plan,
means a "parent corporation" or "subsidiary corporation," as defined in Section
424 of the Internal Revenue Code of 1986 (as amended, the "Code"). The term
"employee" shall have the meaning ascribed for purposes of Section 3401(c) of
the Code and the Treasury Regulations promulgated thereunder and shall include
an officer or a director who is also an employee.


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3.       STOCK SUBJECT TO THIS PLAN

The total number of shares of stock reserved for issuance upon the exercise of
Options is 1,555,000 shares of Common Stock, divided into 500,000 shares of
Common Stock reserved for issuance upon the exercise of options that may be
granted in connection with the acquisition of the assets of or management of
physician practices (hereinafter referred to as "Acquisition Options") and
1,055,000 shares of Common Stock reserved for issuance upon the exercise of
options granted to employees, officers, consultants and members of the Board of
Directors of the Company (hereinafter referred to as "Management Options"). The
shares covered by the portion of any grant that expires unexercised under this
Plan shall become available again for grants under this Plan; provided, however,
that no Management Options may be granted as Acquisition Options and vice versa.
The number of shares reserved for issuance under this Plan is subject to
adjustment in accordance with the provisions for adjustment in this Plan.

4.       ADMINISTRATION

4.1      General. This Plan shall be administered by the Compensation Committee
of the Board of Directors or by any other committee appointed by the Board of
Directors (the "Committee"), which Committee shall consist solely of two or more
Non-Employee Directors ("Non-Employee Directors") as such are defined in Rule
16b-3 promulgated pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or any successor provision. The Committee shall have the
authority to select the persons to receive Options under this Plan, to fix the
number of shares that each optionee may purchase, to set the terms and
conditions of each Option, and to determine all other matters relating to this
Plan. Any act approved in writing by a majority of the members of the Committee
shall be a valid act of the Committee. All questions of interpretation,
implementation and application of this Plan shall be determined by the
Committee. Such determinations shall be final and binding on all persons. No
member of the Board of Directors or the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or any Option
granted under the Plan.

5.       GRANTING OF RIGHTS

5.1      Ten Year Limitation on Grants of ISOs. No ISOs shall be granted under
this Plan after ten years from the date the Board of Directors first adopts the
Plan.

5.2      Written Agreement; Effect. Each Option shall be evidenced by a written
agreement (the "Option Agreement"), in form satisfactory to the Committee,
executed by the Company and by the person to whom such Option is granted. The
Option Agreement shall specify whether each Option it evidences is a NQO or an
ISO. Failure of the grantee to execute an Option Agreement shall not void or
invalidate the grant of an Option; the Option may not be exercised, however,
until the Option Agreement is executed.


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5.3      Annual $100,000 Limitation on ISOs. To the extent required by Section
422(d) of the Code, the aggregate fair market value of shares of the Common
Stock with respect to which incentive stock options are exercisable for the
first time by any individual during any calendar year shall not exceed $100,000.
For this purpose, fair market value shall be the fair market value of the shares
covered by the ISOs when the ISOs were granted. If by their terms, such ISOs
taken together would first become exercisable at a faster rate, this $100,000
limitation shall be applied by deferring the exercisability of those ISOs or
portions of ISOs which have the highest per share exercise prices. The ISOs or
portions of ISOs, the exercisability of which are so deferred, shall become
exercisable on the first day of the first subsequent calendar year during which
they may be exercised, as determined by applying these same principles of this
Section and all other provisions of this Section and all other provisions of
this Plan, including those relating to the expiration and termination of ISOs.

5.4      Advance Approvals. The Committee may approve the grant of Options to
persons who are expected to become employees, consultants or members of the
Board of Directors, of the Company, but are not employees, consultants or
members of the Board of Directors at the date of approval. In such cases, the
Option shall be deemed granted, without further approval, on the date the
grantee becomes an employee, and must satisfy all requirements of this Plan for
Options granted on that date.

6.       TERMS AND CONDITIONS OF OPTIONS

Each Option shall be designated as an ISO or a NQO and shall be subject to the
terms and conditions set forth in Section 6.1. NQOs shall also be subject to the
terms and conditions set forth in Section 6.2, but not those set forth in
Section 6.3. ISOs shall also be subject to the terms and conditions set forth in
Section 6.3, but not those set forth in Section 6.2.

6.1      Terms and Conditions to Which All Options Are Subject. All Options
shall be subject to the following terms and conditions:

         (a)      Changes in Capital Structure. Subject to Section 6.1(b), if
the stock of the Company is changed by reason of a stock split, reverse stock
split, stock dividend, or recapitalization, or converted into or exchanged for
other securities as a result of a merger, consolidation, or reorganization,
appropriate adjustments shall be made in (1) the number and class of shares of
stock subject to this Plan and each outstanding Option, and (2) the exercise
price of each outstanding Option; provided, however, that the Company shall not
be required to issue fractional shares as a result of any such adjustment. Each
such adjustment shall be determined by the Committee in its sole discretion,
which determination shall be final and binding on all persons.

         (b)      Corporate Transactions. New option rights may be substituted
for Options granted, or the Company's obligations as to outstanding Options may
be assumed, by an employer corporation other than the Company, or an Affiliate
thereof, in connection with any merger, consolidation, acquisition, separation,
reorganization, dissolution, liquidation, sale, or like

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occurrence in which the Company is involved and which the Committee determines,
in its absolute discretion, would materially alter the structure. Substitution
shall be done in such manner that the then outstanding Options which are ISOs
will continue to be "incentive stock options" within the meaning of Section 422
of the Code to the full extent permitted thereby. Notwithstanding the foregoing
or the provisions of Section 6.1(a), if such an event occurs and if such
employer corporation, or an Affiliate thereof, does not substitute new option
rights for, and substantially equivalent to, the outstanding Options granted
hereunder, or assume the outstanding Options granted hereunder, or if there is
no employer corporation, or if the Committee determines, in its sole discretion,
that outstanding Options should not then continue to be outstanding, the
Committee may upon ten days prior written notice to optionees in its absolute
discretion (1) shorten the period during which Options are exercisable (provided
they remain exercisable, to the extent otherwise exercisable, for at least ten
days after the date the notice is given), or (2) cancel Options upon payment to
the optionee in cash, with respect to each Option to the extent then
exercisable, of an amount which, in the absolute discretion of the Committee, is
determined to be equivalent to any excess of the fair market value (at the
effective time of the dissolution, liquidation, merger, consolidation,
acquisition, separation, reorganization, sale or other event) of the
consideration that the optionee would have received if the Option had been
exercised before the effective time, over the exercise price of the Option;
provided, however, if there is a successor corporation and replacement options
are not granted by the successor corporation, all outstanding Options shall
become exercisable prior to the consummation of the transaction such that the
optionees shall have not less than ten days to exercise their Options and become
stockholders of record entitled to receive the consideration paid to the other
stockholders of the Company. If an optionee fails to exercise his Option within
any exercise period described in this paragraph and the dissolution,
liquidation, merger, consolidation, sale or other event is consummated, his
Option shall no longer be exercisable. Any unexercised Option shall be canceled
and terminated. Notwithstanding anything herein to the contrary, nothing shall
extend an optionee's right to exercise an ISO after the expiration of ten years
from the date it is granted. The actions described in this Section may be taken
without regard to any resulting tax consequences to the optionee.

         (c)      Option Grant Date. Each Option Agreement shall specify the
date as of which it shall be effective, which date shall be the Grant Date
(determined pursuant to Section 5.4 in the case of advance approvals).

         (d)      Fair Market Value. Except as otherwise determined by the
Committee, the "Fair Market Value" of a share of Common Stock as of any date
shall be equal to the closing sale price of a share of Common Stock as reported
on The National Association of Securities Dealers' New York Stock Exchange
Composite Reporting Tape (or if the Common Stock is not traded on The New York
Stock Exchange, the closing sale price on the exchange on which it is traded or
as reported by an applicable automated quotation system) (the "Composite Tape"),
on the applicable date or, if no sales of Common Stock are reported on such
date, the closing sale price of a share of Common Stock on the date the Common
Stock was last reported on the Composite Tape (or such other exchange or
automated quotation system, if applicable).


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         (e)      Transfer of Option Rights.

                  (1)      Incentive Stock Options. No ISO granted under the
Plan may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.
Further, all ISOs granted to an optionee under the Plan shall be exercisable
during his or her lifetime only by such optionee.

                  (2)      Nonqualified Stock Options. The Committee may, in its
discretion, authorize all or a portion of NQOs granted to an optionee to be on
terms which permit transfer by such optionee to (i) the spouse, children or
grandchildren of the optionee ("Immediate Family Members"), (ii) a trust or
trusts for the exclusive benefit of such Immediate Family Members, or (iii) a
partnership in which such Immediate Family Members are the only partners,
provided that (x) there may be no consideration for any such transfer, (y) the
Option Agreement pursuant to which such NQOs are granted must be approved by the
Committee, and must expressly provide for transferability in a manner consistent
with this Section, and (z) subsequent transfers of transferred NQOs shall be
prohibited except those by will or the laws of descent and distribution.
Following transfer, any such NQOs shall continue to be subject to the same terms
and conditions as were applicable immediately prior to transfer, provided that
for purposes of this Plan, the term "optionee" shall be deemed to refer to the
transferee. The events of termination of employment shall continue to be applied
with respect to the original optionee, following which the NQOs shall be
exercisable by the transferee only to the extent, and for the periods specified
in Section 6.1(g). Notwithstanding the foregoing, should the Committee provide
that NQOs granted be transferable, the Company by such action incurs no
obligation to notify or otherwise provide notice to a transferee of early
termination of the NQO. In the event of a transfer, as set forth above, the
original optionee is and will remain subject to and responsible for any
applicable withholding taxes upon the exercise of such NQOs.

         (f)      Payment. No shares of Common Stock shall be issued on the
exercise of an Option unless paid for in full at the time of exercise. Payment
shall be made in cash, which may be paid by check or other instrument acceptable
to the Company. In addition, subject to compliance with applicable laws and
regulations and such conditions as the Committee may impose, the Committee may
elect to accept payment in shares of Common Stock of the Company which are
already owned by the optionee, valued at the Fair Market Value thereof on the
date of exercise. The Committee may also allow an optionee to exercise an option
by use of proceeds to be received from the sale of Common Stock issuable
pursuant to the Option being exercised.

         (g)       Termination.

                  (1)      Any Option or portion thereof which has not expired
or been exercised on or before the date on which an optionee ceases to be an
employee, officer, consultant or member of the Board of Directors or otherwise
affiliated with the Company ("Termination") for cause, shall expire upon
Termination.


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                  (2)      Any Option or portion thereof which has not expired
or been exercised on or before the date of Termination without cause, shall
expire ninety days after the date of Termination. A leave of absence duly
authorized by the Company, shall not be deemed a Termination or a break in
continuous employment.

                  (3)      Notwithstanding the foregoing, if Termination is due
to the permanent disability or death of the optionee, the optionee, the
optionee's personal representative or any other person who acquires option
rights from the optionee by will or the applicable laws of descent and
distribution, may, within twelve months after the date of Termination, exercise
such option rights to the extent they were exercisable on the date of
Termination.

         (h)      Other Provisions. Each Option Agreement may contain such other
terms, provisions, and conditions not inconsistent with this Plan, including
rights of repurchase, as may be determined by the Committee, and each ISO
granted under this Plan shall include such provisions and conditions as are
necessary to qualify such option as an "incentive stock option" within the
meaning of Section 422 of the Code.

         (i)      Withholding and Employment Taxes. At the time of exercise of
an Option, the optionee shall remit to the Company in cash all applicable
federal and state withholding and employment taxes. If and to the extent
authorized and approved by the Committee in its sole discretion, an optionee may
elect, by means of a form of election to be prescribed by the Committee, to have
shares which are acquired upon exercise of an Option withheld by the Company or
tender other shares of Common Stock or other securities of the Company owned by
the optionee to the Company at the time the amount of such taxes is determined
in order to pay the amount of such tax obligations, subject to the following
limitations:

                  (1)      such election shall be irrevocable; and

                  (2)      such election shall be subject to the disapproval of
the Committee at any time.

Any Common Stock or other securities so withheld or tendered will be valued by
the Company as of the date they are withheld or tendered. Unless the Committee
otherwise determines, the optionee shall pay to the Company in cash, promptly
when the amount of such obligations become determinable, all applicable federal
and state withholding taxes resulting from the lapse of restrictions imposed on
exercise of an Option, from a transfer or other disposition of shares acquired
upon exercise of an Option or otherwise related to the Option or the shares
acquired upon exercise of the Option.

6.2      Terms and Conditions to Which Only NQOs Are Subject. Options granted
under this Plan which are designated as NQOs shall be subject to the following
terms and conditions:


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         (a)      Option Term. Unless a different expiration date is specified
by the Committee at the Grant Date in the Option Agreement, each NQO shall
expire ten years from its Grant Date.

6.3 Terms and Conditions to Which Only ISOs Are Subject. Options granted under
this Plan which are designated as ISOs shall be subject to the following terms
and conditions:

         (a)      Exercise Price. The exercise price of an ISO shall be
determined in accordance with the applicable provisions of the Code and shall in
no event be less than the fair market value of the stock covered by the ISO at
the Grant Date; provided, however, that the exercise price of an ISO granted to
any person who owns, directly or indirectly (or is treated as owning by reason
of attribution rules, currently set forth in Section 424 of the Code), stock of
the Company constituting more than 10% of the total combined voting power of all
classes of outstanding stock of the Company or of any Affiliate of the Company,
shall in no event be less than 110% of such fair market value.

         (b)      Option Term. Unless an earlier expiration date is specified by
the Committee at the Grant Date in the Option Agreement, each ISO shall expire
ten years from its Grant Date; except that an ISO granted to any person who
owns, directly or indirectly (or is treated as owning by reason of applicable
attribution rules currently set forth in Section 424 of the Code) stock of the
Company constituting more than 10% of the total combined voting power of the
Company's outstanding stock, or the stock of any Affiliate of the Company, shall
expire five years from its Grant Date.

         (c)      Disqualifying Dispositions. If stock acquired by exercise of
an ISO is disposed of within two years from the Grant Date or within one year
after the transfer of the stock to the optionee, the holder of the stock
immediately prior to the disposition shall promptly notify the Company in
writing of the date and terms of the disposition and shall provide such other
information regarding the disposition as the Company may reasonably require.
Such holder shall pay to the Company any withholding and employment taxes which
the Company in its sole discretion deems applicable. The Company may instruct
its stock transfer agent by appropriate means, including placement of legends on
stock certificates, not to transfer stock acquired by exercise of an ISO unless
it has been advised by the Company that the requirements of this Section have
been satisfied.

7.       MANNER OF EXERCISE

An optionee wishing to exercise an Option shall give proper notification to the
Company at its principal executive office, to the attention of the Corporate
Secretary, accompanied by a notice of exercise in form and substance
satisfactory to the Company, by payment of the exercise price for such shares in
a form and manner as the Committee may from time to time approve and by such
other documents as the Committee may request. The date the Company receives
proper notification of an exercise hereunder accompanied by payment of the
exercise price and all such other documents will be considered the date the
Option was exercised. Promptly after receipt of proper notification of exercise
of an Option, the Company shall, without stock issue or transfer taxes to the
optionee or any other person entitled to exercise the Option, deliver to the
optionee or such other person a

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certificate or certificates for the requisite number of shares of stock. An
optionee or transferee of an Option shall not have any privileges as stockholder
with respect to any stock covered by the Option until the date of issuance of a
stock certificate.

8.       RELATIONSHIP WITH THE COMPANY

Nothing in this Plan or any Option granted hereunder shall interfere with or
limit in any way the right of the Company to terminate any optionee's
employment, affiliation or other relationship with the Company at any time, nor
confer upon any optionee any right to continue in the employ of, as a consultant
to, as a director of, or otherwise affiliated in any way with, the Company.

9.       AMENDMENT, SUSPENSION OR TERMINATION OF THIS PLAN

The Committee may, at any time and in any manner, amend, suspend, or termination
this Plan or any award outstanding under this Plan; provided, however, that no
such amendment or discontinuance shall:

         (a)      be made without stockholder approval: (1) to the extent such
approval is required by law, agreement or the rules of any exchange or automated
quotation system upon which the Common Stock is listed or quoted or (2) to the
extent that any outstanding Option is canceled and regranted or repriced;

         (b)      adversely alter or impair the rights of Participants with
respect to awards previously made under this Plan without the consent of the
holder thereof; or

         (c)      make any change that would disqualify any provision of this
Plan intended to be so qualified, from the exemption provided by Rule 16b-3.

10.      LIABILITY AND INDEMNIFICATION OF COMMITTEE

No member of the Committee shall be liable for any act or omission on such
member's own part, including but not limited to the exercise of any power or
discretion given to such member under this Plan, except for those acts or
omissions resulting from such member's own gross negligence or willful
misconduct. The Company shall indemnify each present and future member of the
Committee against, and each member of the Committee shall be entitled without
further act on his or her part to indemnity from the Company for, all expenses
(including attorneys' fees and the amount of judgments and the amount of
approved settlements made with a view to the curtailment of costs of litigation,
other than amounts paid to the Company itself) reasonably incurred by such
person in connection with or arising out of any action, suit, or proceeding to
which the Committee or any member of the Committee may be a party by reason of
any action taken or failure to act under or in connection with the Plan or any
option granted or not granted under the Plan to the full extent permitted by law
and by the Certificate of Incorporation and Bylaws of the Company, as amended.
The right of indemnity described in this Section 10 shall be in addition to such
other rights of

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indemnification as the members of the Committee shall otherwise be entitled
because of their serving on the Board of Directors of the Company or as an
employee of the Company.

11.      EFFECTIVE DATE OF THIS PLAN

This Plan first became effective upon adoption by the Board of Directors on
December 16, 1993. This Amended and Restated MedPartners, Inc. 1993 Stock Option
Plan is an amendment and restatement of that Plan and was adopted by the
Committee on May 12, 1997.





























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