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                                  EXHIBIT 10.1

                         NATIONAL SURGERY CENTERS, INC.

                              AMENDED AND RESTATED
                             1992 STOCK OPTION PLAN

     This Stock Option Plan, originally adopted and authorized by the Board of
Directors of National Surgery Centers, Inc. (the "Company") on February 13,
1992, is amended and restated as of April 18, 1996 in its entirety as set forth
below:

     1. STATEMENT OF PURPOSE. The purpose of this Amended and Restated Stock
Option Plan (the "Plan") is to benefit National Surgery Centers, Inc. (the
"Company") and its subsidiaries through the maintenance and development of the
management by offering certain present and future executives and key personnel a
favorable opportunity to become holders of stock in the Company over a period of
years, thereby giving them a permanent stake in the growth and prosperity of the
Company and encouraging the continuance of their services with the Company or
its subsidiaries.

     2. ADMINISTRATION. The Plan shall be administered by a committee (the
"Committee") of the Board of Directors composed of no fewer than two directors
designated by the Board of Directors, each of whom is (i) a "disinterested
person" (as such term is defined under Rule 16b-3 of the Securities Exchange Act
of 1934 (the "Exchange Act")), and (ii) an "outside director" (as such term is
defined under Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code"). A majority of the Committee shall constitute a quorum, and the
acts of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by all of the members, shall be the acts of
the Committee.

     Subject to the provisions of the Plan, the Committee shall have full and
final authority, in its absolute discretion, (a) to determine the persons to be
granted options under the Plan, (b) to determine the number of shares subject to
each option, (c) to determine the time or times at which options will be
granted, (d) to determine the option price of the shares subject to each option,
which price shall not be less than the minimum specified in Section 4 of the
Plan, (e) to determine the time or times when each option becomes exercisable
and the duration of the exercise period, (f) to determine whether or not an
option is intended to be treated as an incentive stock option as defined in
Section 422 of the Internal Revenue Code of 1986 as amended (the "Code") (f) to
prescribe the form or forms of the agreements evidencing any options granted
under the Plan (which forms shall be consistent with the Plan), (g) to adopt,
amend and rescind such rules and regulations as, in the Committee's opinion, may
be advisable in the administration of the Plan, and (h) to construe and
interpret the Plan, the rules and regulations and the agreements evidencing
options granted under the Plan and to make all other determinations deemed
necessary or advisable for the administration of the Plan. Any decision made or
action taken in good faith by the Committee in connection with the
administration, interpretation, and implementation of the Plan and of its rules
and regulations shall, to the extent permitted by law, be conclusive and binding
upon all optionees under the Plan and upon any person claiming under or through
such an optionee, and no director of the Company shall be



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liable for any such decision made or action taken by the Committee.

     3. ELIGIBILITY. Options shall be granted only to key employees of the
Company and its subsidiaries (other than members of the Committee) selected
initially and from time to time thereafter by the Committee on the basis of the
special importance of their services in the management, development and
operations of the Company or its subsidiaries.

     4. GRANTING OF OPTIONS. The Committee may grant options under which a total
of not in excess of 1,000,000 shares of the common stock of the Company may be
purchased from the Company, subject to adjustment as provided in Paragraph 11.
The Committee has the authority to designate whether or not an option is
intended to be treated as an incentive stock option as defined in the Code.

     Unless otherwise expressly provided by the Committee in any specific
instance, the action of the Committee in selecting an individual to receive a
grant, determining the number of shares subject to the option and setting the
option price constitutes the granting of the option. The date of the Committee's
action will be considered the date the option is granted. However, under no
circumstances shall the Committee grant an option or options for more than
100,000 shares to any individual in any given calendar year, subject to
adjustment as provided in Paragraph 11.

     No options shall be granted under the Plan subsequent to December 31, 2004.
In the event that an option expires or is terminated or canceled unexercised as
to any shares, such released shares may again be optioned (including a grant in
substitution for a canceled option). Shares subject to options may be made
available from unissued or reacquired shares of common stock.

     The aggregate fair market value (determined at the time of grant of the
option) of the shares of common stock with respect to which incentive stock
options are exercisable for the first time during any calendar year by an
employee granted incentive stock options under this Plan or any other plan of
the Company or its parent or any subsidiary shall not exceed $100,000; provided
however, that this limit shall not apply to those options which are not intended
to be treated as incentive stock options as defined in the Code.

     Nothing contained in the Plan or in any option granted pursuant thereto
shall confer upon any optionee any right to be continued in the employment of
the Company or any subsidiary of the Company, or interfere in any way with the
right of the Company or its subsidiaries to terminate his employment at any
time.

     5. OPTION PRICE. The option price shall be determined by the Committee and,
subject to the provisions of Paragraph 11 hereof, shall be not less than the
fair market value, at the time the option is granted, of the stock subject to
the option, provided however, that in the case of an option granted to an
employee who, at the time the option is granted, owns more than 10% of the total
combined voting power of all classes of stock of the Company or of the parent or
any subsidiary of the Company (a "10% Holder"), the option price shall not be
less than 110% of the fair market value, at the time the option is granted, of
the stock subject to the option. For purposes of this Plan, the



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term "fair market value" shall mean the average of the closing prices per share
of the common stock of the Company as quoted on the New York Stock Exchange (as
reported in the Wall Street Journal, Midwest Edition) on each of the five
trading days preceding the day the option is granted or, in the event that the
common stock is not listed or quoted on the New York Stock Exchange or any other
national stock exchange and is not so quoted, an amount which, in the
Committee's reasonable determination, represents the fair market value of the
Common Stock on that date.

     6. DURATION OF OPTIONS, INCREMENTS, AND EXTENSIONS. Subject to the
provisions of Paragraph 9 hereof, each option shall be for such term of not more
than ten years, as shall be determined by the Committee at the date of the
grant, provided, however, that no option granted to an employee who, at the time
the option is granted, is a 10% Holder, shall have a term of more than five
years. Each option shall become exercisable with respect to one-quarter of the
total number of shares subject to the option twelve months after the date of its
grant and with respect to an additional one-quarter at the end of each
twelve-month period thereafter during the succeeding three years (each twelve
month period sometimes referred to herein as a "Vesting Year" and each share
increment sometimes referred to herein as an "Annual Vesting Amount"). Provided
however, that unapproved leaves of absence which continue for more than twelve
months shall be deemed to delay the exercisability of the options for a period
equal in duration to the length of the unapproved absence. In the event that the
number of shares subject to the option is not a whole number, any fractional
shares will vest in the last Vesting Year, provided that the exercise date shall
be deemed to be the date such notice is actually received by the Secretary.
Notwithstanding the foregoing, the Committee may in its discretion (i)
specifically provide at the date of the grant for another time or times of
exercise; (ii) accelerate the exercisability of any option subject to such terms
and conditions as the Committee deems necessary and appropriate to effectuate
the purpose of the Plan including, without limitation, a requirement that the
optionee grant to the Company an option to repurchase all or a portion of the
number of shares acquired upon exercise of the accelerated option for their fair
market value on the date of grant; or (iii) at any time prior to the expiration
or termination of any option previously granted, extend the term of any option
(including such options held by officers or directors) for such additional
period as the Committee, in its discretion shall determine. In no event,
however, shall the aggregate option period with respect to any option, including
the original term of the option and any extensions thereof, exceed ten years (or
five years, in the case of an option granted to any employee who, at the time
the option is granted, is a 10% Holder) Subject to the foregoing, all or any
part of the shares to which the right to purchase has accrued may be purchased
at the time of such accrual or at any time or times thereafter during the option
period; provided, however, that the minimum number of shares purchased shall be
no less than the greater of either (i) 100 shares or (ii) 25% of the Annual
Vesting Amount, unless the total number of shares purchasable shall be less than
100.

     7. CHANGE IN CONTROL. Any option previously granted under the Plan to an
optionee who is an employee of the Company or any of its subsidiaries on the
date of a "Change in Control" shall be immediately exercisable in full on such
date, without regard to any times of exercise established under Paragraph 6
hereof. The term "Change in Control" shall mean the occurrence, at any time
during the specified term of an option granted under the Plan, of any of the
following events:



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     (a)  The Company is merged or consolidated or reorganized into or with or
          shares of stock of the Company are exchanged for stock or securities
          of, another corporation or other legal person and as a result of such,
          merger, consolidation, reorganization or exchange less than 51% of the
          outstanding voting securities or other capital interests of the
          surviving, resulting or acquiring corporation or other legal person
          are owned in the aggregate by the stockholders of the Company
          immediately prior to such merger, consolidation, reorganization or
          exchange;

     (b)  The Company sells all or substantially all of its business and/or
          assets to any other corporation or other legal person, less than 51%
          of the outstanding voting securities or other capital interests of
          which are owned in the aggregate by the stockholders of the Company,
          directly or indirectly, immediately prior to or after such sale;

     (c)  There is a report filed on Schedule 13D or Schedule 14D-1 (or any
          successor schedule, form or report), as promulgated pursuant to the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          disclosing that any person or group (as the terms "person" and "group"
          are used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act
          and the rules and regulations promulgated thereunder) has become the
          beneficial owner (as the term "beneficial owner" is defined under Rule
          13d-3 or any successor rule or regulation promulgated under the
          Exchange Act) of 20% or more of the issued and outstanding shares of
          voting securities of the Company; or

     (d)  During any period of two consecutive years, individuals who at the
          beginning of any such period constitute the directors of the Company
          cease for any reason to constitute at least a majority thereof unless
          the election, or nomination for election by the Company's stockholders
          of each new director of the Company was approved by a vote of at least
          two-thirds of such directors of the Company then still in office who
          were directors of the Company at the beginning of any such period.

     Notwithstanding any other provisions in the Plan, during the period of 30
days after any Change in Control, each optionee (or other person entitled to
exercise an option granted under the Plan) (in either case, the "Optionholder")
shall have the right to require the Company to purchase from him any option
granted under the Plan at a purchase price equal to (1) the excess of the fair
market value per share (as defined in Section 5) over the option price (2)
multiplied by the number of option shares specified by the Optionholder for
purchase in a written notice to the Company, attention of the Secretary. The
amount payable to each Optionholder by the Company shall be in cash or by
certified check and shall be reduced by any taxes required to be withheld.

     8. EXERCISE OF OPTION. An option may be exercised by giving written notice
to the Company, attention of the Secretary specifying the number of shares to be
purchased, accompanied by the full purchase price for the shares to be purchased
in cash or by check, provided, however, that in lieu of cash an optionee may,
with the approval of the Committee, exercise his or her option by (i) tendering
to the Company shares of Common Stock owned by him or her and with the
certificates therefor registered in his or her name, having a fair market value
equal to the cash exercise price of


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the shares being purchased; or (ii) delivery of an irrevocable written notice
instructing the Company to deliver the shares of Common Stock being purchased to
a broker selected by the Company, subject to the broker's written guarantee to
deliver cash to the Company, in each case equal to the full consideration of the
exercise price for the shares being purchased. For these purposes, the per share
value of the Company's common stock shall be the fair market value at the close
of business on the date preceding the date of exercise (or, if that date is not
a trading day, on the trading day next preceding the date of exercise of the
option).

     At the time of any exercise of any option, the Committee may, if it shall
determine it necessary or desirable for any reason, require the optionee (or his
heirs, legatees, or legal representative, as the case may be) as a condition
upon the exercise thereof, to deliver to the Company a written representation of
present intention to purchase the shares for investment and not for distribution
or resale. In the event such representation is required to be delivered, an
appropriate legend may be placed upon each certificate delivered to the optionee
upon his exercise of part of all of the option and a stop transfer order may be
placed with the transfer agent. Each option shall also be subject to the
requirements that, if at any time the Company determines, in its discretion,
that the listing, registration or qualification of the shares subject to the
option upon any securities exchange or under any state or Federal law, or the
consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the issue or purchase of
shares thereunder, the option may not be exercised in whole or in part unless
such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Company.

     If the Committee shall determine it necessary or desirable for any reason,
an option shall provide that it is contemplated that the shares acquired through
the exercise of the option will not be registered under applicable federal and
state securities laws and that such shares cannot be resold unless they are
registered under such laws or unless an exemption from registration is
available, and the certificate for any such shares issued upon the exercise of
the option shall bear a legend making appropriate reference to such provisions
and a stop transfer order may be placed with the transfer agent.

     At the time of the exercise of any option the Company may require, as a
condition of the exercise of such option, the optionee to pay the Company an
amount equal to the amount of the tax the Company may be required to withhold as
a result of the exercise of such option by the optionee.

     At any time when an optionee is required to pay to the optionee's employer
an amount required to be withheld under applicable income tax laws in connection
with the exercise of an option, the optionee may satisfy this obligation in
whole or in part by making an election (the "Election") to (i) require the
recipient of the shares of Common Stock to remit to the Company an amount in
cash sufficient to satisfy all withholding taxes, (ii) have the Company withhold
shares of common stock of the Company having a fair market value equal to the
amount required to be withheld or (iii) deduct from the cash payment pursuant to
a broker-assisted option exercise (net to optionee in cash or shares of Common
Stock) an amount sufficient to satisfy any withholding tax requirements. The
value of the shares to be withheld shall be based on the fair market value of
the common stock of the company



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on the date that the amount of tax to be withheld shall be determined (the "Tax
Date"). Each Election must be made on or prior to the Tax Date and shall be
irrevocable. The Committee may disapprove of any Election or may suspend or
terminate the right to make Elections. If an optionee is a person described in
Section 16(a) of the Exchange Act, then an Election is subject to the following
additional restrictions: (a) no election shall be effective for a Tax Date which
occurs within six months of the grant of the option; and (b) the Election must
be made either (i) at least six months prior to the Tax Date or (ii) during a
period beginning on the third business day following the date of release for
publication of the Company's quarterly or annual summary consolidated statements
of income and ending on the twelfth business day following such date.

     9. TERMINATION OF EMPLOYMENT--EXERCISE THEREAFTER. In the event the
employment of an optionee with the Company or any of its subsidiaries is
terminated for any reason other than death, permanent disability or a Change in
Control such optionee's option shall expire and all rights to purchase shares
pursuant thereto shall terminate three months after such termination. Temporary
absence from employment because of illness, vacation, approved leaves of
absence, and transfers of employment among the Company and its subsidiaries,
shall not be considered to terminate employment or to interrupt continuous
employment.

     In the event of termination of employment because of disability (as that
term is defined in Section 22(e)(3) of the Code, as now in effect or as shall be
subsequently amended) or death, the option may be exercised in full, without
regard to any times of exercise established under Paragraph 6 hereof, by his
heirs, legatees, or legal representative, as the case may be, during its
specified term prior to one year after the date of termination.

     10. NON-TRANSFERABILITY OF OPTIONS. No option shall be transferable by the
optionee otherwise than by will or the laws of descent and distribution and each
option shall be exercisable during an optionee's lifetime only by him.

     11. ADJUSTMENT. The number of shares subject to the Plan and to options
granted under the Plan shall be adjusted as follows: (a) in the event that the
Company's outstanding common stock is changed by any stock dividend, stock split
or combination of shares, the number of shares subject to the Plan and to
options granted thereunder shall be proportionately adjusted; (b) in the event
of any merger, consolidation or reorganization of the Company with any other
corporation or corporations, there shall be substituted, on an equitable basis
as determined by the Committee, for each share of common stock then subject to
the Plan, whether or not at the time subject to outstanding options, the number
and kind of shares of stock or other securities to which the holders of common
stock of the Company will be entitled pursuant to the transaction; (c) in the
event of any other relevant change in the capitalization of the Company, the
Committee shall provide for an equitable adjustment in the number of shares of
common stock then subject to the Plan, whether or not then subject to
outstanding options; and (d) in the event of any such adjustment the purchase
price per share shall be proportionately adjusted.

     12. AMENDMENT OF PLAN. The Committee or the Board of Directors of the
Company may amend or discontinue the Plan at any time. However, no such
amendment or discontinuance shall


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(a) change or impair any option previously granted without the consent of the
optionee, (b) increase the maximum number of shares which may be purchased by
all employees, (c) change the minimum purchase price, (d) change the limitations
on the option period or increase the time limitations on the grant of options,
or (e) permit the granting of options to members of the Committee.

     13. EFFECTIVE DATE. On February 13, 1992, the Plan was initially adopted
and authorized by the Board of Directors of the Company and subsequently
approved by the shareholders of the Company on August 15, 1995. On April 18,
1996, this Amended and Restated Stock Option Plan was adopted and authorized by
the Board of Directors and, subject to stockholder approval, shall be deemed to
have become effective on April 18, 1996. Options granted under the Plan prior to
the August 1995 approval by stockholders of the Company are valid and the date
of grant shall be determined without reference to the date of approval.




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