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                                                                   Exhibit 10.22

                              MEDICALCONTROL, INC.
                         STOCK OPTION AND INCENTIVE PLAN

                               SECTION 1 - GENERAL

1.1 Purpose. The MedicalControl, Inc. Stock Option and Incentive Plan (the
"Plan") has been established by MedicalControl, Inc. (the "Company") to (i)
attract and retain persons eligible to participate in the Plan; (ii) motivate
Participants, by means of appropriate incentives, to achieve long-range goals;
(iii) provide incentive compensation opportunities that are competitive with
those of other similar companies; and (iv) further align Participants' interests
with those of the Company's other shareholders through compensation that is
based on the Company's common stock; and thereby promote the long-term financial
interest of the Company and the Related Companies, including the growth in value
of the Company's equity and enhancement of long-term shareholder return.

1.2 Participation. Subject to the terms and conditions of the Plan, the
Committee shall determine and designate, from time to time, from among the
Eligible Employees, those persons who will be granted one or more Awards under
the Plan, and thereby become "Participants" in the Plan. In the discretion of
the Committee, a Participant may be granted any Award permitted under the
provisions of the Plan, and more than one Award may be granted to a Participant.
Awards may be granted as alternatives to or replacement of awards outstanding
under the Plan, or any other plan or arrangement of the Company or a Related
Company (including a plan or arrangement of a business or entity, all or a
portion of which is acquired by the Company or a Related Company).

1.3 Operation, Administration and Definitions. The operation and administration
of the Plan, including the Awards made under the Plan, shall be subject to the
provisions of Section 4 (relating to operation and administration). Capitalized
terms in the Plan shall be defined as set forth in the Plan (including the
definition provisions of Section 8 of the Plan).

                          SECTION 2 - OPTIONS AND SARS

2.1 Definitions.

    (a) The grant of an "Option" entitles the Participant to purchase shares of
    Stock at an Exercise Price established by the Committee. Options granted
    under this Section 2 may be either Incentive Stock Options or Non-Qualified
    Stock Options, as determined in the discretion of the Committee. An
    "Incentive Stock Option" is an Option that is intended to satisfy the
    requirements applicable to an "incentive stock option" described in section
    422(b) of the Code. A "Non-Qualified Option" is an Option that is not
    intended to be an incentive stock option" as that term is described in
    section 422(b) of the Code.

    (b) A stock appreciation right (an "SAR") entitles the Participant to
    receive, in cash or Stock (as determined in accordance with subsection 2.5),
    value equal to all or a portion of the excess of: (a) the Fair Market Value
    of a specified number of shares of Stock at the time of exercise; over (b)
    an Exercise Price established by the Committee.

2.2 Exercise Price. The "Exercise Price" of each Option and SAR granted under
this Section 2 shall be established by the Committee or shall be determined by a
method established by the Committee at the time the Option or SAR is granted,
except that the Exercise Price shall not be less than 100% of the Fair Market
Value of a share of Stock as of the Pricing Date. For purposes of the preceding
sentence, the "Pricing Date" shall be the date on which the Option or SAR is
granted, except that the Committee may provide that: (i) the Pricing Date is the
date on which the recipient is hired or promoted (or similar event), if the
grant of the Option or SAR occurs not more than 90 days after the date of such
hiring, promotion or other event; and (ii) if an Option or SAR is granted in
tandem with, or in substitution for, an outstanding Award, the Pricing Date is
the date of grant of such outstanding Award.

2.3 Exercise. An Option and an SAR shall be exercisable in accordance with such
terms and conditions and during such periods as may be established by the
Committee.

2.4 Payment of Option Exercise Price. The payment of the Exercise Price of an
Option granted under this Section 2 shall be subject to the following:




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    (a) Subject to the following provisions of this subsection 2.4, the full
    Exercise Price for shares of Stock purchased upon the exercise of any Option
    shall be paid at the time of such exercise (except that, in the case of an
    exercise arrangement approved by the Committee and described in paragraph
    2.4(c), payment may be made as soon as practicable after the exercise).

    (b) The Exercise Price shall be payable in cash or by tendering shares of
    Stock (by either actual delivery of shares or by attestation, with such
    shares valued at Fair Market Value as of the day of exercise), or in any
    combination thereof, as determined by the Committee.

    (c) The Committee may permit a Participant to elect to pay the Exercise
    Price upon the exercise of an Option by authorizing a third party to sell
    shares of Stock (or a sufficient portion of the shares) acquired upon
    exercise of the Option and remit to the Company a sufficient portion of the
    sale proceeds to pay the entire Exercise Price and any tax withholding
    resulting from such exercise.

2.5 Settlement of Award. Distribution following exercise of an Option or SAR,
and shares of Stock distributed pursuant to such exercise, shall be subject to
such conditions, restrictions and contingencies as the Committee may establish.
Settlement of SARs may be made in shares of Stock (valued at their Fair Market
Value at the time of exercise), in cash, or in a combination thereof, as
determined in the discretion of the Committee. The Committee, in its discretion,
may impose such conditions, restrictions and contingencies with respect to
shares of Stock acquired pursuant to the exercise of an Option or an SAR as the
Committee determines to be desirable.

                         SECTION 3 - OTHER STOCK AWARDS

3.1 Definition. A Stock Award is a grant of shares of Stock or of a right to
receive shares of Stock (or their cash equivalent or a combination of both) in
the future.

3.2 Restrictions on Stock Awards. Each Stock Award shall be subject to such
conditions, restrictions and contingencies as the Committee shall determine.
These may include continuous service and/or the achievement of Performance
Measures. The Committee may designate a single goal criterion or multiple goal
criteria for performance measurement purposes, with the measurement based on
absolute Company or business unit performance and/or on performance as compared
with that of other publicly traded companies.

                    SECTION 4 - OPERATION AND ADMINISTRATION

4.1 Effective Date. Subject to the approval of the shareholders of the Company
at the Company's 2000 annual meeting of its shareholders, the Plan shall be
effective as of March 28, 2000 (the "Effective Date"). The Plan shall be
unlimited in duration and, in the event of Plan termination, shall remain in
effect as long as any Awards under it are outstanding.

4.2 Shares Subject to Plan.

    (a) (i) Subject to the following provisions of this subsection 4.2, the
        maximum number shares of Stock that may be delivered to Participants and
        their beneficiaries under the Plan shall be equal to the sum of: (I) 2
        million shares of Stock and (II) any shares of Stock that are
        represented by awards granted under any prior plan of the Company in
        which employees are eligible to participate (the "Prior Plans"), which
        are forfeited, expire or are canceled without delivery of shares of
        Stock or which result in the forfeiture of shares of Stock back to the
        Company.

        (ii) Any shares of Stock granted under the Plan that are forfeited
        because of the failure to meet an Award contingency or condition shall
        again be available for delivery pursuant to new Awards granted under the
        Plan. To the extent any shares of Stock covered by an Award are not
        delivered to a Participant or beneficiary because the Award is forfeited
        or canceled, or the shares of Stock are not delivered because the Award
        is settled in cash, such shares shall not be deemed to have been
        delivered for purposes of determining the maximum number of shares of
        Stock available for delivery under the Plan.




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        (iii) If the Exercise Price of any stock option granted under the Plan
        or any Prior Plan is satisfied by tendering shares of Stock to the
        Company (by either actual delivery or by attestation), only the number
        of shares of Stock issued net of the shares of Stock tendered shall be
        deemed delivered for purposes of determining the maximum number of
        shares of Stock available for delivery under the Plan.

        (iv) Shares of Stock delivered under the Plan in settlement, assumption
        or substitution of outstanding awards (or obligations to grant future
        awards) under the plans or arrangements of another entity shall not
        reduce the maximum number of shares of Stock available for delivery
        under the Plan, to the extent that such settlement, assumption or
        substitution is a result of the Company or a Related Company acquiring
        another entity (or an interest in another entity).

    (b) Subject to paragraph 4.2(c), the following additional maximums are
        imposed under the Plan.

        (i) The maximum number of shares of Stock that may be issued by Options
        intended to be Incentive Stock Options shall be 2 million shares.

        (ii) The maximum number of shares of Stock that may be issued in
        conjunction with Awards granted pursuant to Section 1 (relating to Stock
        Awards) shall be 3 million shares.

        (iii) The maximum number of shares that may be covered by Awards granted
        to any one individual pursuant to Section 2 (relating to Options and
        SARs) shall be 500,000 shares during any fiscal year.

        (iv) The maximum payment that can be made for awards granted to any one
        individual pursuant to Section 3 (relating to Stock Awards) shall be
        $1,000,000 for any single or combined performance goals established for
        any fiscal year. If an Award granted under Section 3 is, at the time of
        grant, denominated in shares, the value of the shares of Stock for
        determining this maximum individual payment amount will be the Fair
        Market Value of a share of Stock on the first day of the applicable
        performance period.

    (c) Subject to the provisions of Section 6 hereof, in the event of a
    corporate transaction involving the Company (including, without limitation,
    any stock dividend, stock split, extraordinary cash dividend,
    recapitalization, reorganization, merger, consolidation, split-up, spin-off,
    combination or exchange of shares), the Committee may adjust Awards to
    preserve the benefits or potential benefits of the Awards. Action by the
    Committee may include adjustment of: (i) the number and kind of shares which
    may be delivered under the Plan; (ii) the number and kind of shares subject
    to outstanding Awards; and (iii) the Exercise Price of outstanding Options
    and SARs as well as any other adjustments that the Committee determines to
    be equitable.

4.3 Limit on Distribution. Distribution of shares of Stock or other amounts
under the Plan shall be subject to the following:

         (a) Notwithstanding any other provision of the Plan, the Company shall
         have no liability to deliver any shares of Stock under the Plan or make
         any other distribution of benefits under the Plan unless such delivery
         or distribution would comply with all applicable laws (including,
         without limitation, the requirements of the Securities Act of 1933),
         and the applicable requirements of any securities exchange or similar
         entity.

         (b) To the extent that the Plan provides for issuance of stock
         certificates to reflect the issuance of shares of Stock, the issuance
         may be effected on a noncertificated basis, to the extent not
         prohibited by applicable law or the applicable rules of any stock
         exchange.

4.4 Tax Withholding. Whenever the Company proposes or is required to distribute
Stock under the Plan, the Company may require the recipient to remit to the
Company an amount sufficient to satisfy any Federal, state and


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local tax withholding requirements prior to the delivery of any certificate for
such shares or, in the discretion of the Committee, the Company may withhold
from the shares to be delivered shares sufficient to satisfy all or a portion of
such tax withholding requirements. Whenever under the Plan payments are to be
made in cash, such payments may be net of an amount sufficient to satisfy any
Federal, state and local tax withholding requirements.

4.5 Payment Shares. Subject to the overall limitation on the number of shares of
Stock that may be delivered under the Plan, the Committee may use available
shares of Stock as the form of payment for compensation, grants or rights earned
or due under any other compensation plans or arrangements of the Company or a
Related Company, including the plans and arrangements of the Company or a
Related Company acquiring another entity (or an interest in another entity).

4.6 Dividends and Dividend Equivalents. An Award may provide the Participant
with the right to receive dividends or dividend equivalent payments with respect
to Stock which may be either paid currently or credited to an account for the
Participant, and may be settled in cash or Stock as determined by the Committee.
Any such settlements, and any such crediting of dividends or dividend
equivalents or reinvestment in shares of Stock, may be subject to such
conditions, restrictions and contingencies as the Committee shall establish,
including the reinvestment of such credited amounts in Stock equivalents.

4.7 Payments. Awards may be settled through cash payments, the delivery of
shares of Stock, the granting of replacement Awards, or combination thereof as
the Committee shall determine. Any Award settlement, including payment
deferrals, may be subject to such conditions, restrictions and contingencies as
the Committee shall determine. The Committee may permit or require the deferral
of any Award payment, subject to such rules and procedures as it may establish,
which may include provisions for the payment or crediting of interest, or
dividend equivalents, including converting such credits into deferred Stock
equivalents.

4.8 Transferability. Except as otherwise provided by the Committee, Awards under
the Plan are not transferable except as designated by the Participant by will or
by the laws of descent and distribution.

4.9 Form and Time of Elections. Unless otherwise specified herein, each election
required or permitted to be made by any Participant or other person entitled to
benefits under the Plan, and any permitted modification, or revocation thereof,
shall be in writing filed with the Committee at such times, in such form, and
subject to such restrictions and limitations, not inconsistent with the terms of
the Plan, as the Committee shall require.

4.10 Agreement With Company. At the time of an Award to a Participant under the
Plan, the Committee may require a Participant to enter into an agreement with
the Company (the "Agreement") in a form specified by the Committee, agreeing to
the terms and conditions of the Plan and to such additional terms and
conditions, not inconsistent with the Plan, as the Committee may, in its sole
discretion, prescribe.

4.11 Limitation of Implied Rights.

     (a) Neither a Participant nor any other person shall, by reason of the
     Plan, acquire any right in or title to any assets, funds or property of the
     Company or any Related Company whatsoever, including, without limitation,
     any specific funds, assets, or other property which the Company or any
     Related Company, in their sole discretion, may set aside in anticipation of
     a liability under the Plan. A Participant shall have only a contractual
     right to the stock or amounts, if any, payable under the Plan, unsecured by
     any assets of the Company or any Related Company. Nothing contained in the
     Plan shall constitute a guarantee that the assets of such companies shall
     be sufficient to pay any benefits to any person.

     (b) The Plan does not constitute a contract of employment, and selection as
     a Participant will not give any employee the right to be retained in the
     employ of the Company or any Related Company, nor any right or claim to any
     benefit under the Plan, unless such right or claim has specifically accrued
     under the terms of the Plan. Except as otherwise provided in the Plan, no
     Award under the Plan shall confer upon the holder thereof any right as a
     shareholder of the Company prior to the date on which the individual
     fulfills all conditions for receipt of such rights.




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4.12 Evidence. Evidence required of anyone under the Plan may be by certificate,
affidavit, document or other information which the person acting on it considers
pertinent and reliable, and signed, made or presented by the proper party or
parties.

4.13 Action by Company or Related Company. Any action required or permitted to
be taken by the Company or any Related Company shall be by resolution of its
board of directors, or by action of one or more members of the board (including
a committee of the board) who are duly authorized to act for the board, or
(except to the extent prohibited by applicable law or applicable rules of any
stock exchange) by a duly authorized officer of the company.

4.14 Gender and Number. Where the context admits, words in any gender shall
include any other gender, words in the singular shall include the plural and the
plural shall include the singular.

                              SECTION 5 - COMMITTEE

5.1 Administration. The authority to control and manage the operation and
administration of the Plan shall be vested in the Compensation Committee (the
"Committee") in accordance with this Section 5. The Committee shall be selected
by the Board and shall consist of two or more members of the Board.

5.2 Powers of Committee. The authority to manage and control the operation and
administration of the Plan shall be vested in the Committee, subject to the
following:

     (a) Subject to the provisions of the Plan, the Committee will have the
     authority and discretion to select from among the Eligible Employees those
     persons who shall receive Awards, to determine the time or times of
     receipt, to determine the types of Awards and the number of shares covered
     by the Awards, to establish the terms, conditions, performance criteria,
     restrictions, and other provisions of such Awards, and (subject to the
     restrictions imposed by Section 6) to cancel or suspend Awards. In making
     such Award determinations, the Committee may take into account the nature
     of services rendered by the individual, the individual's present and
     potential contribution to the Company's success and such other factors as
     the Committee deems relevant.

     (b) Subject to the provisions of the Plan, the Committee will have the
     authority and discretion to determine the extent to which Awards under the
     Plan will be structured to conform to the requirements applicable to
     performance-based compensation as described in Code section 162(m), and to
     take such action, establish such procedures, and impose such restrictions
     at the time such Awards are granted as the Committee determines to be
     necessary or appropriate to conform to such requirements.

     (c) Subject to the provisions of the Plan, the Committee will have the
     authority and discretion to establish terms and conditions of awards as the
     Committee determines to be necessary or appropriate to conform to
     applicable requirements or practices of jurisdictions outside of the United
     States.

     (d) The Committee will have the authority and discretion to interpret the
     Plan, to establish, amend, and rescind any rules and regulations relating
     to the Plan, to determine the terms and provisions of any agreements made
     pursuant to the Plan, and to make all other determinations that may be
     necessary or advisable for the administration of the Plan.

     (e) Any interpretation of the Plan by the Committee and any decision made
     by it under the Plan is final and binding.

     (f) Except as otherwise expressly provided in the Plan, where the Committee
     is authorized to make a determination with respect to any Award, such
     determination shall be made at the time the Award is made, except that the
     Committee may reserve the authority to have such determination made by the
     Committee in the future (but only if such reservation is made at the time
     the Award is granted and is expressly stated in the Agreement reflecting
     the Award).

     (g) In controlling and managing the operation and administration of the
     Plan, the Committee shall act by a majority of its then members, by meeting
     or by writing filed without a meeting. The Committee shall






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     maintain and keep adequate records concerning the Plan and concerning its
     proceedings and acts in such form and detail as the Committee may decide.

5.3 Delegation by Committee. Except to the extent prohibited by applicable law
or the applicable rules of a stock exchange and subject to the prior approval of
the Board, the Committee may allocate all or any portion of its responsibilities
and powers to any one or more of its members and may delegate all or any part of
its responsibilities and powers to any person or persons selected by it. Any
such allocation or delegation may be revoked by the Committee at any time.

5.4 Information to be Furnished to Committee. The Company and Related Companies
shall furnish the Committee with such data and information as may be required
for it to discharge its duties. The records of the Company and Related Companies
as to an employee's or Participant's employment, termination of employment,
leave of absence, reemployment and compensation shall be conclusive on all
persons unless determined to be incorrect. Participants and other persons
entitled to benefits under the Plan must furnish the Committee such evidence,
data or information as the Committee considers desirable to carry out the terms
of the Plan.

                   SECTION 6 - ACCELERATION OF EXERCISABILITY
                     AND VESTING UNDER CERTAIN CIRCUMSTANCES

         Notwithstanding any provision in this Plan to the contrary, with regard
to any Award of Options, SARs and Stock Awards to any Participant all Awards
will become immediately exercisable and vested in full upon the occurrence,
before the expiration or termination of such Option, SARs and Stock Awards or
forfeiture of such Awards, of a change of control as defined in the particular
grant agreement.

                      SECTION 7 - AMENDMENT AND TERMINATION

         The Committee may, at any time, amend or terminate the Plan, provided
that, subject to subsection 4.2 (relating to certain adjustments to shares) and
Section 6 hereof (relating to immediate vesting upon certain events), no
amendment or termination may, in the absence of written consent to the change by
the affected Participant (or, if the Participant is not then living, the
affected beneficiary), adversely affect the rights of any Participant or
beneficiary under any Award granted under the Plan prior to the date such
amendment is adopted by the Committee.

                            SECTION 8 - DEFINED TERMS

         For purposes of the Plan, the terms listed below shall be defined as
follows:

         (a) Award. The term "Award" shall mean any award or benefit granted to
         any Participant under the Plan, including, without limitation, the
         grant of Options, SARs, and Stock Awards.

         (b) Board. The term "Board" shall mean the Board of Directors of the
         Company.

         (c) Code. The term "Code" means the Internal Revenue Code of 1986, as
         amended. A reference to any provision of the Code shall include
         reference to any successor provision of the Code.

         (d) Eligible Person. The term "Eligible Employee" shall mean any
         employee of the Company or a Related Company.

         (e) Fair Market Value. For purposes of determining the "Fair Market
         Value" of a share of Stock, the following rules shall apply:

             (i) If the Stock is at the time listed or admitted to trading on
             any stock exchange, then the "Fair Market Value" shall be the mean
             between the lowest and highest reported sale prices of the Stock on
             the date in question on the principal exchange on which the Stock
             is then listed or admitted to trading. If no reported sale of Stock
             takes place on the date in question on the principal exchange, then
             the reported closing asked price of the Stock on such date on the
             principal exchange shall be determinative of "Fair Market Value."




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             (ii) If the Stock is not at the time listed or admitted to trading
             on a stock exchange, the "Fair Market Value" shall be the mean
             between the lowest reported bid price and highest reported asked
             price of the Stock on the date in question in the over-the-counter
             market, as such prices are reported in a publication of general
             circulation selected by the Committee and regularly reporting the
             market price of Stock in such market.

             (iii) If the Stock is not listed or admitted to trading on any
             stock exchange or traded in the over-the-counter market, the "Fair
             Market Value" shall be as determined in good faith by the
             Committee.

         (f) Exchange Act. The term "Exchange Act" means the Securities Exchange
         Act of 1934, as amended.

         (g) Related Companies. The term "Related Company" means any company
         during any period in which it is a "parent company" (as that term is
         defined in Code section 424(e)) with respect to the Company, or a
         "subsidiary corporation" (as that term is defined in Code section
         424(f)) with respect to the Company.

         (h) Stock. The term "Stock" shall mean shares of common stock of the
         Company.




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