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                                                                      EXHIBIT 99



                             MEDICAL ALLIANCE, INC.
               AMENDED AND RESTATED 1994 LONG-TERM INCENTIVE PLAN
                         (EFFECTIVE AS OF MAY 8, 1998)

                                   ARTICLE I
                                  DEFINITIONS

         As used in this Plan, the following terms will have the following
meanings:

         1.1.    Annual Shareholders Meeting has the meaning ascribed to it in
Section 4.2.

         1.2.    Automatic Grant Date has the meanings ascribed to it in
Section 4.2(a).

         1.3.    Award means a grant of Options under Article IV of the Plan, a
Restricted Stock Award under Article V of the Plan, a Stock Appreciation Rights
Award under Article VI of the Plan, a Performance Share Award under Article VII
of the Plan or a Stock Unit Award under Article VIII of the Plan.

         1.4.    Award Agreement means an Option Agreement, Restricted Stock
Agreement, Stock Appreciation Rights Agreement, Performance Share Agreement or
Stock Unit Agreement.

         1.5.    Board means the Company's Board of Directors.

         1.6.    Cause means an act or acts engaged in by a Participant
involving (i) a felony, (ii) fraud, (iii) embezzlement, (iv) gross or willful
neglect of duty or misconduct, (v) the commission of any act that causes or
reasonably may be expected to cause substantial injury to the Company.

         1.7.    Code means the federal Internal Revenue Code of 1986, as
amended.

         1.8.    Committee means a committee comprised of two or more Directors
of the Company, appointed by the Board, the members of which satisfy the
requirements for eligibility set forth in Section 3.1 and which is responsible
for the administration of the Plan; provided that the full Board may at any
time, in its sole discretion, exercise any or all functions and authority of
the Committee.

         1.9.    Commission means the United States Securities and Exchange
Commission.

         1.10.   Company means Medical Alliance, Inc., a Texas corporation.

         1.11.   Director means a member of the Board of Directors of the
Company or of a subsidiary thereof.
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         1.12.   Disability of a Participant will be deemed to occur whenever a
Participant is rendered unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or that has lasted or can be expected to last for a
continuing period of not less than 12 months.  In the case of any dispute as to
whether or not a Participant is disabled within the meaning of this Section,
the determination of disability will be made by a licensed physician selected
by the Board and acceptable to the Participant, which physician's decision will
be final and binding.

         1.13.   Employee means any employee of the Company or of any of its
subsidiaries, as defined in Section 3401(c) of the Code and the regulations
promulgated thereunder.

         1.14.   Employment Agreement means an agreement, if any, between the
Company or any subsidiary thereof and a Participant, setting forth the terms
and conditions of the Participant's employment by the Company or such
subsidiary.

         1.15.   ERISA means the Employee Retirement Income Security Act of
1974, as amended.

         1.16.   Exchange Act means the Securities Exchange Act of 1934, as
amended.

         1.17.   Grant Date means, with respect to an Option, the date on which
an Option is granted, as specified in Section 4.2 or, as applicable, in Section
4.3.

         1.18.   Incentive Option means an Option that by its terms is intended
to be treated as an "incentive stock option" within the meaning of Section 422
of the Code.

         1.19.   Market Value means, on any date, the closing price per share
of the Stock on the New York Stock Exchange on such date.

         1.20.   Minimum Performance Goal means the minimum objective(s)
established by the Committee that must be satisfied before any portion of a
Performance Share Award is earned.  The Minimum Performance Goal may, in the
sole discretion of the Committee, be the same as or less than the Performance
Goal.

         1.21.   Nonemployee Director, except as used in Section 3.1, means a
member of the Board who is not an Employee.

         1.22.   Nonstatutory Option means any Option that is not an Incentive
Option.

         1.23.   Option means an option to purchase Stock granted under the
Plan.

         1.24.   Option Agreement means a written agreement between the Company
and a Participant setting forth the terms and conditions of an Option.





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         1.25.   Option Price means the price to be paid by a Participant for a
share of Stock upon exercise of an Option.

         1.26.   Participant means a person to whom an Award has been granted.

         1.27.   Performance Cycle or Cycle means a period of years selected by
the Committee during which the performance of the Company and/or the
Participant is measured for the purpose of determining the extent to which
Performance Shares that have been contingently awarded with respect to such
Cycle are earned.

         1.28.   Performance Goal means the objective(s) established by the
Committee at the time each Performance Share Award is granted with respect to
the related Performance Cycle for the purpose of determining the extent to
which Performance Shares that have been contingently awarded for such Cycle are
earned.

         1.29.   Performance Share or Performance Share Award means an Award
granted pursuant to Article VII expressed as a share of Stock.

         1.30.   Performance Share Agreement means a written agreement between
the Company and a Participant setting forth the terms and conditions of a
Performance Share Award.

         1.31.   Plan means this Amended and Restated 1994 Long-Term Incentive
Plan of the Company, as may be amended from time to time.

         1.32.   Reporting Participant means a Participant who is subject to
the reporting requirements of Section 16 of the Exchange Act.

         1.33.   Restricted Stock or Restricted Stock Award means an award of
Stock granted under Article V.

         1.34.   Restricted Stock Agreement means a written  agreement between
the Company and a Participant with respect to a Restricted Stock Award.

         1.35.   Retirement means resignation by the Participant on or after
the date on which the Participant has served the Company or one or more
subsidiaries thereof for at least five (5) years in the aggregate.

         1.36.   Rule 16b-3 means Rule 16b-3 or its successors promulgated
under the Exchange Act.

         1.37.   Securities Act means the Securities Act of 1933, as amended.





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         1.38.   Section 162(m) means Section 162(m) of the Code and the
regulations promulgated thereunder.

         1.39.   Stock means Common Stock, par value $0.002 per share, of the
Company or, in the event the outstanding shares of such stock are hereafter
changed into or exchanged for shares of a different security of the Company or
some other corporation, such other security.

         1.40.   Stock Appreciation Right or Stock Appreciation Rights Award
means an Award granted under Article VI.

         1.41.   Stock Appreciation Rights Agreement means an agreement between
the Company and a Participant setting forth the terms and conditions of a Stock
Appreciation Rights Award.

         1.42.   Stock Unit or Stock Unit Award means an award of Stock or
units granted under Article VIII.

         1.43.   Stock Unit Agreement means a written agreement between the
Company and a Participant setting forth the terms and conditions of a Stock
Unit Award.

         1.44.   Ten Percent Owner means a person who owns, or is deemed within
the meaning of Section 422(b)(6) of the Code to own, stock possessing more than
10% of the total combined voting power of all classes of stock of the Company
(or its parent or subsidiary corporations, within the meaning of Sections
424(e) and 424(f) of the Code).  Whether a person is a Ten Percent Owner will
be determined with respect to each Option based on the facts existing
immediately prior to the Grant Date of such Option.

         1.45.   Vesting Year for any portion of any Incentive Option means the
calendar year in which that portion of the Option first becomes exercisable.

                                   ARTICLE II
                                    GENERAL

         2.1.    PURPOSE.  This Plan is intended to encourage ownership of
Stock by Participants and to provide additional incentives for them to promote
the success of the Company's business.  The Company intends that Incentive
Options granted under Article IV will qualify as "incentive stock options"
within the meaning of Section 422 of the Code.

         2.2.    TERM OF THE PLAN.  Awards may be granted not later than
December 31, 2004.

         2.3.    STOCK SUBJECT TO THE PLAN.  Subject to the provisions of
Section 9.2 and subject to any additional restrictions elsewhere in the Plan,
the maximum aggregate number of shares of Stock that may be issued from time to
time pursuant to the Plan may not exceed 1,624,290 shares.





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The maximum aggregate number of shares of Stock with respect to which Awards
may be granted to any Participant during the term of the Plan may not exceed
50% of the total number of shares of Stock that may be issued from time to time
under the Plan.  Shares to be issued pursuant to Awards may be either
authorized but unissued shares or shares held by the Company in its treasury.
If shares of Stock are reacquired by the Company pursuant to the provisions of
the Plan or if Options expire or terminate for any reason without having been
exercised in full, the reacquired shares and/or the shares not purchased will
again be available for issuance under the Plan to the extent permitted by law.

         2.4.    ELIGIBILITY.  Any full-time or part-time Employee, Director,
consultant or advisor of one or more of the Company or any subsidiary thereof
will be eligible to be a Participant; provided that Incentive Options may be
granted only to Employees.

         2.5.    ACCELERATION IN CERTAIN EVENTS.  The Committee may accelerate
the exercisability of any Option or Stock Appreciation Right or waive any
restrictions and/or Performance Goals with respect to shares of Restricted
Stock, Performance Shares or Stock Units in whole or in part at any time.  In
addition, notwithstanding the provisions of any Award Agreement, the following
provisions will apply:

                 (i)      Mergers and Reorganizations.  In the event the
         Company or its shareholders enter into an agreement to dispose of all
         or substantially all of the assets of the Company by means of a sale,
         merger or other reorganization, liquidation or otherwise in a
         transaction in which the Company is not the surviving corporation, any
         Option or Stock Appreciation Right will become immediately exercisable
         with respect to the full number of shares subject to that Option or
         Stock Appreciation Right and all restrictions and/or Performance Goals
         will be deemed lapsed, waived and/or satisfied (as applicable) with
         respect to any Restricted Stock Award, Performance Share Award or
         Stock Unit Award; provided that no Option or Stock Appreciation Right
         will be immediately exercisable and no restrictions or Performance
         Goals will be deemed lapsed, waived and/or satisfied with respect to a
         Restricted Stock Award, Performance Share Award or Stock Unit Award
         under this Section 2.5 on account of any agreement of merger or other
         reorganization when the shareholders of the Company immediately before
         the consummation of the transaction will own at least 50% of the total
         combined voting power of all classes of stock entitled to vote of the
         surviving entity immediately after the consummation of the
         transaction.

                 (ii)     Change in Control.  All Options and Stock
         Appreciation Rights will become immediately exercisable and all
         restrictions and/or Performance Goals related to any Restricted Stock
         Award, Performance Share Award or Stock Unit Award will be deemed
         lapsed, waived and/or satisfied (as applicable) in the event any
         Person (other than a Person meeting the requirements of clauses (i)
         and (ii) of Rule 13d-1(b)(1) or its successors promulgated under the
         Exchange Act) meets the requirements for becoming an Acquiring Person.





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         2.6.    RESTRICTIONS ON ISSUE OF SHARES.  Notwithstanding any other
provision of the Plan, if at any time in the reasonable opinion of the Company
the issuance of shares of Stock pursuant to an Award may constitute a violation
of law, then the Company may delay such issuance and the delivery of a
certificate for such shares of Stock until (i) approval has been obtained from
such governmental agencies, other than the Commission, as may be required under
any applicable law, rule or regulation and (ii) in the case where such issuance
would constitute a violation of a law administered by or a regulation of the
Commission, one of the following conditions has been satisfied:

                 (1)      the issuance of shares of Stock is effectively
         registered under the Securities Act; or

                 (2)      a no-action letter in form and substance reasonably
         satisfactory to the Company with respect to the issuance of such
         shares has been obtained by the Company from the staff of the
         Commission.

The Company will make all reasonable efforts to bring about the occurrence of
such events.

         2.7.    PURCHASE FOR INVESTMENT; SUBSEQUENT REGISTRATION.

                 (a)      Unless the issuance of shares of Stock to be issued
         pursuant to an Award has been effectively registered under the
         Securities Act, the Company will be under no obligation to issue any
         shares of Stock pursuant to an Award unless the Participant gives a
         written representation to the Company that is satisfactory in form and
         substance to its counsel and upon which the Company may reasonably
         rely, that he is acquiring the shares of Stock issued pursuant to such
         Award as an investment and not with a view to, or for sale in
         connection with, the distribution of any such shares of Stock.

                 (b)      If required in the opinion of counsel, each
         certificate representing shares of Stock issued pursuant to an Award
         will bear a reference to the investment representation made in
         accordance with this Section 2.7 and to the fact that no registration
         statement has been filed with the Commission in respect of the
         issuance of such shares of Stock.





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                 (c)     If the Company deems it necessary or desirable to 
         register under the Securities Act or other applicable statutes the
         issuance of any shares of Stock with respect to which an Award has
         been granted, or to qualify the issuance of any such shares for
         exemption from the Securities Act or other applicable statutes, then
         the Company will take such action at its own expense.  The Company may
         require from each Participant such information in writing for use in
         any registration statement, prospectus, preliminary prospectus or
         offering circular as is reasonably necessary for such purpose and may
         require reasonable indemnity to the Company and its Directors and
         officers from such holder against all losses, claims, damages and
         liabilities arising from such use of the information so furnished and
         caused by any untrue statement of any material fact therein or caused
         by the omission to state a material fact required to be stated therein
         or necessary to make the statements therein not misleading in the
         light of the circumstances under which they were made.

         2.8.    WITHHOLDING; NOTICE OF DISPOSITION OF STOCK PRIOR TO
EXPIRATION OF SPECIFIED HOLDING PERIOD.

                 (a)      Whenever shares of Stock are to be issued pursuant to
         an Award, the Company will have the right to require the Participant
         to remit to the Company an amount sufficient to satisfy federal,
         state, local or other withholding tax requirements (whether so
         required to secure for the Company an otherwise available tax
         deduction or otherwise) prior to the delivery of any certificate or
         certificates for such shares of Stock.

                 (b)      When a Participant is required to pay to the Company
         an amount required to be withheld under applicable income tax laws in
         connection with an Award, such payment may be made, in whole or in
         part, (i) in cash, (ii) by check, (iii) if permitted by the Committee,
         by delivery to the Company of shares of Stock already owned by the
         Participant having a Market Value on the date on which the amount of
         tax to be withheld is determined (the "Tax Date") equal to the amount
         required to be withheld, (iv) with respect to Options, through the
         withholding by the Company ("Company Withholding") of a portion of the
         shares of Stock acquired upon the exercise of the Options or (v) in
         any other form of valid consideration, as permitted by the Committee
         in its sole discretion; provided that a Reporting Participant will not
         be permitted to satisfy his withholding obligation through Company
         Withholding unless required to do so by the Committee, in its sole
         discretion.  The Committee may waive or modify any limitation
         contained in this Section that is not required for compliance with
         Rule 16b-3.

                 (c)      The Company may require as a condition to the
         issuance of shares of Stock upon exercise of an Incentive Option that
         the party exercising such Option give a written representation to the
         Company, which is satisfactory in form and substance to its counsel
         and upon which the Company may reasonably rely, that he will report to
         the Company any disposition of such shares prior to the expiration of
         the holding periods specified by





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         Section 422(a)(1) of the Code. If and to the extent that the
         realization of income in such a disposition imposes upon the Company
         federal, state, local or other withholding tax requirements, or any
         such withholding is required to secure for the Company an otherwise
         available tax deduction, the Company will have the right to require
         that the recipient remit to the Company an amount sufficient to
         satisfy those requirements; and the Company may require as a condition
         to the issuance of shares of Stock upon exercise of an Incentive
         Option that the party exercising such option agree, in writing in a
         form satisfactory to the Company, to make such a remittance.

         2.9.    RESERVATION OF STOCK.  The Company must at all times during
the term of the Plan reserve or otherwise keep available such number of shares
of Stock as will be sufficient to satisfy the requirements of the Plan and will
pay all fees and expenses necessarily incurred by the Company in connection
therewith.

         2.10.   NO SPECIAL EMPLOYMENT OR OTHER RIGHTS. Nothing contained in
the Plan or in any Award will confer upon any Participant any right with
respect to the continuation of his employment or service with the Company (or
any subsidiary), or interfere in any way with the right of the Company (or any
subsidiary), subject to the terms of any separate employment or consulting
agreement or provision of law or certificate of incorporation or bylaws to the
contrary, at any time to terminate such employment or consulting agreement or
to increase or decrease the compensation of the Participant from the rate in
existence at the time of the grant of an Award.

                                  ARTICLE III
                                 ADMINISTRATION

         3.1.    ADMINISTRATION.  Subject to the provisions of the Plan,
including without limitation the provisions of Section 4.2, the Plan will be
administered by the Committee.  Each member of the Committee must qualify as a
"Non-Employee Director" within the meaning of Rule 16b-3.  In addition, with
respect to any Award that the Company intends to qualify for the exception for
qualified performance-based compensation set forth in Section 162(m), such
Award must be granted solely by "outside directors" within the meaning of such
Section.  Subject to Section 4.2, the Committee will have sole discretion and
authority to determine from time to time the Participants to whom Awards will
be granted and the number of shares of Stock subject to each Award, to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine and interpret the terms and provisions of each
Award Agreement or waive any conditions, restrictions and/ or Performance Goals
applicable to any Option or Stock Appreciation Right (or the exercise thereof)
or to any shares of Restricted Stock, Performance Shares or Stock Units, and to
make all other determinations necessary or advisable for the administration of
the Plan.  In making such determinations, the Committee may take into account
the nature of the services rendered by the respective Participants, their
present and potential contributions to the success of the Company and its
subsidiaries, and such other factors as the Committee in its sole





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discretion deems relevant.  The Committee's determinations on the matters
referred to in this Section 3.1 will be conclusive.

                                   ARTICLE IV
                                    OPTIONS

         4.1     GRANT OF OPTIONS.  The Committee may, in its sole discretion,
grant Options in accordance with the terms and conditions set forth in the
Plan.  Each Option Agreement may contain such additional terms and conditions,
not inconsistent with the terms of the Plan, as are determined by the Committee
in its sole discretion.

         4.2.    AUTOMATIC GRANTS OF OPTIONS TO NONEMPLOYEE DIRECTORS.  In
addition to any other grants made to nonemployee Directors hereunder, during
such period of time, if any, as the Company is subject to the reporting
requirements under the Exchange Act, each nonemployee Director who is elected
or re-elected to the Board at an annual shareholders meeting or special meeting
in lieu of an annual meeting (an "Annual Shareholders Meeting"), is hereby
granted, on the date of such meeting (as used in or with reference to this
Section 4.2, an "Automatic Grant Date"), a Nonstatutory Option to purchase
2,500 shares of Stock upon such Director's initial election and a Nonstatutory
Option to purchase 1,500 shares of Stock at each Annual Shareholders Meeting
thereafter while he or she continues to serve as a Director or his or her
re-election as a Director.  Each Option granted to a Participant under this
Section 4.2 will (i) have an Option Price equal to 100% of the Market Value of
the Stock on the Automatic Grant Date, (ii) terminate on the tenth anniversary
of the Automatic Grant Date (subject to the provisions of Section 16(b) of the
Exchange Act) and (iii) become exercisable in three equal installments as
follows: 33 1/3% on the first anniversary of the Automatic Grant Date, an
additional 33 1/3% on the second anniversary of the Automatic Grant Date, and
an additional 33 1/3% on the third anniversary of the Automatic Grant Date.

         The terms and conditions of, and the amount of shares of stock subject
to purchase under, each Option granted to a Participant under this Section 4.2
may be modified by the Committee prior to or on the Automatic Grant Date of
such Option.

         4.3.    TIME OF GRANTING OPTIONS.  Except as provided in Section 4.2,
the granting of an Option will take place at the time specified in the Option
Agreement.

         4.4.    OPTION PRICE.  The Option Price under each Incentive Option
may not be less than 100% of the Market Value on the Grant Date, or less than
110% of the Market Value on the Grant Date if the Participant is a Ten Percent
Owner.  The Option Price under each Nonstatutory Option will not be so limited
solely by reason of this Section 4.4.

         4.5.    OPTION PERIOD.  No Incentive Option may be exercised later
than the tenth anniversary of the Grant Date, or, if the Participant is a Ten
Percent Owner, later than the fifth





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anniversary of the Grant Date.  The option period under each Nonstatutory
Option will not be so limited solely by reason of this Section 4.5.  Options
other than Options granted pursuant to Section 4.2 may become exercisable in
such installments, cumulative or noncumulative, as the Committee may determine.

         4.6.    LIMIT ON INCENTIVE OPTION CHARACTERIZATION.  To the extent any
Option fails to qualify as an Incentive Option, such Option will be considered
a Nonstatutory Option.

         4.7.    EXERCISE OF OPTIONS.

                 (a)      Method of Exercise.  Each Option will be exercisable
         in accordance with the terms of the Option Agreement pursuant to which
         the Option was granted.  No Option may be exercised for a fraction of
         a share of Stock.

                 (b)      Payment of Purchase Price.  The purchase price of any
         shares of Stock purchased must be paid at the time of exercise of the
         Option either (i) in cash, (ii) by certified or cashier's check, (iii)
         by shares of Stock, if permitted by the Committee, (iv) if then
         permitted under the laws of the State of Texas and approved by the
         Committee, by a promissory note for the total purchase price of the
         shares of Stock being purchased, which note will contain such terms
         and provisions as the Committee may approve, including without
         limitation the right to repay the note partially or wholly with Stock,
         (v) by delivery of a copy of irrevocable instructions from the
         Participant to a broker or dealer, reasonably acceptable to the
         Company, to sell certain of the shares of Stock purchased upon
         exercise of the Option or to pledge them as collateral for a loan and
         promptly deliver to the Company the amount of sale or loan proceeds
         necessary to pay such purchase price or (vi) in any other form of
         valid consideration, as permitted by the Committee in its sole
         discretion.  If any portion of the purchase price or a note given at
         the time of exercise is paid in shares of Stock, those shares will be
         valued at the then Market Value.

         4.8.    TERMINATION OF EMPLOYMENT OR ASSOCIATION WITH THE COMPANY.

                 (a)      Termination of Employment with the Company.  If a
         Participant ceases to be employed by the Company or any subsidiary
         thereof because the Participant is terminated for Cause, any Options
         held by that Participant will automatically expire.  If a
         Participant's employment is terminated for any reason other than for
         Cause or due to death, such Participant's Option will be exercisable
         (to the extent exercisable on the date of termination of the
         Participant's employment or, if the Committee, in its sole discretion,
         has accelerated the vesting of such Option, to the extent exercisable
         following such acceleration) at any time within 3 months after he
         ceases to be an Employee (or within (i) three months after termination
         if on account of Retirement or (ii) 12 months after termination if on
         account of Disability), unless by its terms it expires earlier or
         unless, with respect to any Nonstatutory Option, the Committee agrees,
         in its sole discretion, to





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         extend the term of such Option; provided that the term of any such
         Option will not be extended beyond its original term.  If a
         Participant dies while employed by the Company or any subsidiary
         thereof, or within three months after ceasing to be an Employee, such
         Participant's Option will be exercisable (to the extent exercisable on
         the date of death, or, if the Committee, in its sole discretion, has
         accelerated the vesting of such Option, to the extent exercisable
         following such acceleration) at any time within 12 months after the
         date of death, unless by its terms it expires earlier or unless, with
         respect to any Nonstatutory Option, the Committee agrees, in its sole
         discretion, to extend the term of such Option; provided that the term
         of any such Option will not be extended beyond its original term.
         Military or sick leave will not be deemed a termination of employment,
         provided that it does not exceed the longer of three months or the
         period during which the absent Participant's reemployment rights, if
         any, are guaranteed by statute or by contract.  The foregoing is
         qualified by the following: (i) if any facts that would constitute
         Cause for termination of employment of a Participant are brought to
         the attention of the Committee after the Participant's employment with
         the Company or any subsidiary thereof has ended, any Options then held
         by the Participant may be immediately terminated by the Committee and
         (ii) if a Participant is an Employee employed pursuant to a written
         Employment Agreement, the Participant's employment with the Company
         will be deemed terminated for "cause" for purposes of the Plan only if
         the Participant's employment is considered under the circumstances to
         have been terminated for cause for purposes of such agreement.

                 (b)      Termination of Association with the Company.  If (i)
         a Nonemployee Director is removed for Cause or (ii) a consultant or
         advisor or other Participant who is not an Employee has his
         relationship with the Company terminated for Cause, any Options held
         by any such Participant will automatically expire.  In all other
         cases, any Options held by such a Participant, to the extent
         exercisable on the date of termination of the Participant's
         association with the Company, will remain exercisable and will expire
         in accordance with the terms of the applicable Option Agreement;
         provided that (i) if any facts that would constitute cause for removal
         or termination of a Participant who is a Nonemployee Director,
         consultant or advisor or other person who is not an Employee are
         brought to the attention of the Committee after such Participant's
         association with the Company has ended, any Options held by such
         Participant may be immediately terminated by the Committee, and (ii)
         if such Participant has been retained pursuant to a written agreement,
         the Participant's relationship with the Company will be deemed
         terminated for "cause" for purposes of the Plan only if the
         Participant's association with the Company is considered under the
         circumstances to have been terminated for cause for purposes of such
         written agreement.

         4.9.    TRANSFERABILITY OF OPTIONS.

                 (a)      Incentive Options.  Incentive Options may not be
         transferred or assigned other than by will or the laws of descent and
         distribution and may be exercised during the





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         lifetime of the Participant only by the Participant or by the
         Participant's legally authorized representative, and each Option
         Agreement in respect of an Incentive Option will so provide.  The
         designation by a Participant of a beneficiary will not constitute a
         transfer of the Option.

                 (b)      Nonstatutory Options.  With respect to Nonstatutory
         Options granted hereunder, the Committee may, in its sole discretion,
         provide in any Option Agreement (or in an amendment to any existing
         Option Agreement) such provisions regarding transferability of the
         Nonstatutory Options as the Committee, in its sole discretion, deems
         appropriate.

         4.10.   LIMITATION OF RIGHTS IN STOCK.  A Participant will not be
deemed for any purpose to be a shareholder of the Company with respect to any
of the shares of Stock covered by an Option, except to the extent the Option
has been exercised with respect thereto and a certificate has been issued
therefor and delivered to the Participant or his agent.  Any Stock issued
pursuant to the Option will be subject to all restrictions upon the transfer
thereof that may be now or hereafter imposed by the Articles of Incorporation
of the Company (as amended or restated from time to time), the Bylaws of the
Company (as amended or restated from time to time) and any applicable
Employment Agreement.

                                   ARTICLE V
                                RESTRICTED STOCK

         5.1     GRANT OF RESTRICTED STOCK AWARDS.  The Committee may, in its
sole discretion, grant Restricted Stock Awards in accordance with the terms and
conditions set forth in the Plan.  Each Restricted Stock Agreement may contain
such additional terms and conditions, not inconsistent with the terms of the
Plan, as are determined by the Committee in its sole discretion.

         5.2.    TERMS AND CONDITIONS.  Each Restricted Stock Award confers
upon the recipient thereof the right to receive a specified number of shares of
Stock in accordance with the terms and conditions of each Participant's
Restricted Stock Agreement.  The general terms and conditions of a Restricted
Stock Award will be as follows:

                 (a)      Any shares of Stock awarded hereunder to a
         Participant will be restricted for a period of time to be determined
         by the Committee for each Participant at the time of the Award, which
         period shall be not less than six months nor more than ten years.  The
         restrictions will prohibit the sale, assignment, transfer, pledge or
         other encumbrance of such shares, and will provide for possible
         reversion thereof to the Company in accordance with subparagraph (b)
         during the period of restriction.





                                     - 12 -
<PAGE>   13
                 (b)      All Restricted Stock awarded under this Plan to a
         Participant will be forfeited and returned to the Company in the event
         the Participant's employment or service with the Company or a
         subsidiary thereof is terminated prior to the expiration of the period
         of restriction, unless the Participant's termination of employment or
         service is due to his death, Disability or Retirement or unless the
         Committee, in its sole discretion, waives the restrictions established
         in accordance with subparagraph (a) with respect to any or all of the
         shares of Restricted Stock.

                 (c)      In the event of a Participant's death or Disability,
         the restrictions established in accordance with subparagraph (a) will
         lapse with respect to all Restricted Stock awarded to the Participant
         prior to any such event, and the shares of Stock involved will cease
         to be Restricted Stock and will no longer be subject to forfeiture to
         the Company pursuant to subparagraph (b).

                 (d)      In the event of a Participant's Retirement, the
         restrictions established in accordance with subparagraph (a) will
         continue to apply unless the Committee in its sole discretion shortens
         the restriction period.

                 (e)      Stock certificates issued with respect to Restricted
         Stock Awards will be registered in the name of the Participant, but
         will be delivered by him to the Company together with a stock power
         endorsed in blank.  Each such certificate will bear the following
         legend:

                 "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
                 FORFEITURE, RESTRICTIONS ON TRANSFER AND CERTAIN OTHER TERMS
                 AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED 1994
                 LONG-TERM INCENTIVE PLAN OF MEDICAL ALLIANCE, INC. AND THE
                 AGREEMENT BETWEEN THE REGISTERED OWNER OF THE SHARES
                 REPRESENTED BY THIS CERTIFICATE AND MEDICAL ALLIANCE, INC.
                 ENTERED INTO PURSUANT TO SUCH PLAN."

                 From the time of grant of the Restricted Stock Award, the
         Participant will be entitled to exercise all rights (including
         dividend and voting rights) with respect to the shares represented by
         such certificate, subject to forfeiture of such voting rights and the
         Stock as provided in subparagraph (b).

                 (f)      Upon the lapse of a restriction period as determined
         pursuant to subparagraph (a), the Company will return the stock
         certificates representing the shares with respect to which the
         restriction has lapsed to the Participant or his legal representative,
         and pursuant to the instruction of the Participant or his legal





                                     - 13 -
<PAGE>   14
         representative will issue a certificate for such shares that does not
         bear the legend set forth in subparagraph (e).

                 (g)      Any other securities or assets (other than ordinary
         cash dividends) that are received by a Participant with respect to
         Restricted Stock awarded to him, which is still subject to
         restrictions established in accordance with subparagraph (a), will be
         subject to the same restrictions and will be delivered by the
         Participant to the Company as provided in subparagraph (e).

         5.3.    NOTICE TO COMPANY OF SECTION 83(B) ELECTION.  Any Participant
who exercises an election under Section 83(b) of the Code to have his receipt
of Shares of Restricted Stock taxed currently, without regard to restrictions,
must give notice to the Company of such election immediately upon making such
election.  Such an election must be made within 30 days after the effective
date of issuance and cannot be revoked except with the consent of the Internal
Revenue Service.

                                   ARTICLE VI
                           STOCK APPRECIATION RIGHTS

         6.1.    GRANT OF STOCK APPRECIATION RIGHTS.  The Committee may, in its
sole discretion, grant Stock Appreciation Rights in accordance with the terms
and conditions set forth in the Plan.  Each Stock Appreciation Rights Agreement
may contain such additional terms and conditions, not inconsistent with the
terms of the Plan, as are determined by the Committee in its sole discretion.

         6.2.    TERMS AND CONDITIONS.  A Stock Appreciation Right will entitle
a Participant to receive an amount equal to (or if the Committee shall so
determine at the time of grant, less than) the excess of the Market Value on
the date of exercise over the Market Value on the date of grant of such right
(or such other price as is set by the Committee), multiplied by the number of
shares of Stock with respect to which the Stock Appreciation Right shall have
been exercised.

         6.3.    FORM OF GRANT.  A Stock Appreciation Right may be granted in
combination with, in addition to, or completely independent of, an Option or
any other Award.

         6.4.    FORM OF PAYMENT.  Settlement of a Stock Appreciation Right may
be made (i) in cash, (ii) by certified or cashier's check, (iii) if permitted
by the Committee, in shares of Stock or (iv) in any other form of valid
consideration, as determined by the Committee in its sole discretion.  However,
any Stock Appreciation Right exercised upon or subsequent to the occurrence of
an event described in Sections 2.5(i) or 2.5(ii) must be paid in cash.

         6.5.    TIME LIMITATIONS.  With respect to Stock Appreciation Rights
granted hereunder to any Participant, the Committee may, in its sole
discretion, provide in any Stock Appreciation Rights Agreement (or in an
amendment to any existing Stock Appreciation Rights Agreement)





                                     - 14 -
<PAGE>   15
such provisions regarding time limitations on exercisability as the Committee,
in its sole discretion, deems appropriate.

         6.6.    EXERCISE OF STOCK APPRECIATION RIGHTS; EFFECTS ON OPTIONS AND
VICE-VERSA.  Each Stock Appreciation Right will be exercisable in accordance
with the terms of the Stock Appreciation Rights Agreement pursuant to which the
Stock Appreciation Right is granted.  Whenever a Stock Appreciation Right is
granted in relation to an Option and the exercise of one affects the right to
exercise the other, the number of shares of Stock available under the Option to
which the Stock Appreciation Right relates will decrease by a number equal to
the number of shares of Stock for which the Stock Appreciation Right is
exercised.  Upon the exercise of an Option, any related Stock Appreciation
Right will terminate as to any number of shares of Stock subject to such Stock
Appreciation Right that exceeds the total number of shares of Stock for which
the Option remains unexercised.

         6.7.    TRANSFERABILITY OF STOCK APPRECIATION RIGHTS.  Subject to
Section 6.9, with respect to Stock Appreciation Rights granted hereunder to any
Participant, the Committee may, in its sole discretion, provide in any Stock
Appreciation Rights Agreement (or in an amendment to any existing Stock
Appreciation Rights Agreement) such provisions regarding transferability of the
Stock Appreciation Rights as the Committee, in its sole discretion, deems
appropriate.

         6.8.    TERMINATION OF EMPLOYMENT OR SERVICE.  Whenever a Stock
Appreciation Right is granted in relation to an Option and the exercise of one
affects the right to exercise the other, in the event of the termination of the
Participant's employment or service with the Company, the Stock Appreciation
Right may be exercised only during the period, if any, within which the Option
to which it relates may be exercised.  If a Stock Appreciation Right is granted
independently of an Option under the Plan, the following provisions will apply:

                 (a)      Termination of Employment with the Company.  If a
         Participant ceases to be employed by the Company or any subsidiary
         thereof because the Participant is terminated for Cause, any Stock
         Appreciation Rights held by that Participant will automatically
         expire.  If a Participant's employment is terminated for any reason
         other than Cause or due to death, such Participant's Stock
         Appreciation Right will be exercisable (to the extent exercisable on
         the date of termination of the Participant's employment or, if the
         Committee, in its sole discretion, has accelerated the vesting of such
         Stock Appreciation Right, to the extent exercisable following such
         acceleration) at any time within 30 days after he ceases to be an
         Employee (or within (i) three months after termination if on account
         of Retirement or (ii) 12 months after termination if on account of
         Disability), unless by its terms it expires earlier or unless the
         Committee agrees, in its sole discretion, to extend the term of such
         Stock Appreciation Right; provided that the term of any such Stock
         Appreciation Right will not be extended beyond its original term.  If
         a Participant dies while employed by the Company or any subsidiary
         thereof, or within three months after ceasing to be an Employee, such
         Participant's Stock Appreciation Right





                                     - 15 -
<PAGE>   16
         will be exercisable (to the extent exercisable on the date of death,
         or, if the Committee, in its sole discretion, has accelerated the
         vesting of such Stock Appreciation Right, to the extent exercisable
         following such acceleration) at any time within 12 months after the
         date of death, unless by its terms it expires earlier or unless the
         Committee agrees, in its sole discretion, to extend the term of such
         Stock Appreciation Right; provided that the term of any such Stock
         Appreciation Right will not be extended beyond its original term.
         Military or sick leave will not be deemed a termination of employment,
         provided that it does not exceed the longer of three months or the
         period during which the absent Participant's reemployment rights, if
         any, are guaranteed by statute or by contract.  The foregoing is
         qualified by the following: (i) if any facts that would constitute
         Cause for termination of employment of a Participant are brought to
         the attention of the Committee after the Participant's employment with
         the Company or any subsidiary thereof has ended, any Stock
         Appreciation Rights then held by the Participant may be immediately
         terminated by the Committee and (ii) if a Participant is an Employee
         employed pursuant to a written Employment Agreement, the Participant's
         employment with the Company will be deemed terminated for "cause" for
         purposes of the Plan only if the Participant's employment is
         considered under the circumstances to have been terminated for cause
         for purposes of such agreement.

                 (b)      Termination of Association with the Company.  If a
         consultant or advisor or other Participant who is not an Employee has
         his relationship with the Company terminated for Cause, any Stock
         Appreciation Rights held by any such Participant will automatically
         expire.  In all other cases, any Stock Appreciation Rights held by
         such a Participant, to the extent exercisable on the date of
         termination of the Participant's association with the Company, will
         remain exercisable and will expire in accordance with the terms of the
         applicable Stock Appreciation Rights Agreement; provided that (i) if
         any facts that would constitute cause for removal or termination of a
         Participant who is a consultant or advisor or other person who is not
         an Employee are brought to the attention of the Committee after such
         Participant's association with the Company has ended, any Stock
         Appreciation Rights held by such Participant may be immediately
         terminated by the Committee and (ii) if such Participant has been
         retained pursuant to a written agreement, the Participant's
         relationship with the Company will be deemed terminated for "cause"
         for purposes of the Plan only if the Participant's association with
         the Company is considered under the circumstances to have been
         terminated for cause for purposes of such written agreement.

         6.9.    TANDEM INCENTIVE OPTION - STOCK APPRECIATION RIGHT.  Whenever
an Incentive Option and a Stock Appreciation Right are granted together and the
exercise of one affects the right to exercise the other, the following
requirements shall apply:

                 (a)      The Stock Appreciation Right will expire no later
         than the expiration of the underlying Incentive Option.





                                     - 16 -
<PAGE>   17
                 (b)      The Stock Appreciation Right may be for no more than
         the difference between the Option Price of the underlying Incentive
         Option and the Market Value of the Stock subject to the underlying
         Incentive Option at the time the Stock Appreciation Right is
         exercised.

                 (c)      The Stock Appreciation Right is transferable only
         when the underlying Incentive Option is transferable, and under the
         same conditions.

                 (d)      The Stock Appreciation Right may be exercised only
         when the underlying Incentive Option is eligible to be exercised.

                 (e)      The Stock Appreciation Right may be exercised only
         when the Market Value of the Stock subject to the underlying Incentive
         Option exceeds the Option Price of the underlying Incentive Option.

         6.10.   WRITTEN NOTICE REQUIRED.  Any Stock Appreciation Right will be
deemed to be exercised when written notice of exercise has been received by the
Company at its principal office from the person entitled to exercise the Stock
Appreciation Right.

                                  ARTICLE VII
                               PERFORMANCE SHARES

         7.1.    GRANT OF PERFORMANCE SHARES.  The Committee may, in its sole
discretion, grant Performance Shares in accordance with the terms and
conditions set forth in the Plan.  Each Performance Share Agreement may contain
such additional terms and conditions, not inconsistent with the terms of the
Plan, as are determined by the Committee in its sole discretion.

         7.2.    TERMS AND CONDITIONS.  Performance Shares may be earned based
on the attainment of Performance Goals established by the Committee for a
particular Performance Cycle.  The Committee may establish Performance Goals on
the basis of such criteria and to accomplish such objectives as the Committee
may from time to time select.

         7.3.  AMOUNT OF PAYMENT.  After the end of each Performance Cycle, the
Committee will determine the number of Performance Shares earned by each
Participant with respect to the Performance Cycle in accordance with the
following provisions:

                 (a)      If the Performance Goal is attained or exceeded, a
         Participant will be deemed to have earned the full number of
         Performance Shares granted to the Participant.

                 (b)      If the Minimum Performance Goal is not attained, a
         Participant will be deemed to have earned no Performance Shares.





                                     - 17 -
<PAGE>   18
                 (c)      If the Performance Goal is not attained, but the
         Minimum Performance Goal is attained or exceeded, the number of
         Performance Shares deemed to have been earned by a Participant will be
         a portion of the Performance Shares, as determined based on a formula
         established by the Committee at the time of grant.

                 (d)      If a Participant's employment or service with the
         Company or any subsidiary thereof has terminated because of death,
         Disability or Retirement prior to the end of a Performance Cycle, the
         number of Performance Shares such Participant will be deemed to have
         earned shall be the number of Performance Shares determined as though
         such Participant's employment or service had not terminated,
         multiplied by a fraction, the numerator of which is the number of
         months such Participant was employed or served the Company or a
         subsidiary thereof during the Performance Cycle (including the month
         during which employment or service terminated) and the denominator of
         which is the total number of months in the Performance Cycle.

                 (e)      If the Participant's employment or service has
         terminated for any reason other than death, Disability or Retirement,
         such Participant will be deemed to have earned no Performance Shares
         except as and to the extent the Committee may determine; provided that
         the number of Performance Shares that may be so determined by the
         Committee to have been earned may not exceed the number that would
         have been earned had the provisions of Section 7.3(a) been applicable.

                 (f)      At any time prior to the end of a Performance Cycle,
         the Committee may adjust downward (but not upward) the Performance
         Goal and/or the Minimum Performance Goal as a result of major events
         unforeseen at the time the Performance Shares were awarded, such as
         changes in the economy, the industry, or laws affecting the operation
         of the Company or any subsidiary thereof, changes in applicable tax
         laws or accounting principles or any other event the Committee
         determines would have a significant impact upon the probability of
         attaining the previously established Performance Goal and/or Minimum
         Performance Goal.

         7.4.  FORM OF PAYMENT.  Payment in respect of earned Performance
Shares will be made to the Participant or, if the Participant has died, to the
Participant's designated beneficiary, as soon as practicable after the
expiration of the Performance Cycle and the Committee's determination under
Section 7.3.  Payment in respect of earned Performance Shares may be made in
cash, in shares of Stock or a combination thereof, as determined by the
Committee in its sole discretion at the time of payment.

         7.5.    ADDITIONAL AWARDS.  In the sole discretion of the Committee, a
Performance Share Award may provide the Participant with (i) dividends or
dividend equivalents (payable on a current or deferred basis) and (ii) cash
payments in lieu of or in addition to such Award.





                                     - 18 -
<PAGE>   19
                                  ARTICLE VIII
                               STOCK UNIT AWARDS

         8.1.    GRANT OF STOCK UNIT AWARDS.  The Committee may, in its sole
discretion, grant Stock Unit Awards in accordance with the terms and conditions
set forth in the Plan.  Each Stock Unit Agreement may contain such additional
terms and conditions, not inconsistent with the terms of the Plan, as are
determined by the Committee in its sole discretion.

         8.2     TERMS AND CONDITIONS.  Stock Unit Awards may be in the form of
Stock or units, the value of which is based, in whole or in part, on the Market
Value of Stock.  Stock Unit Awards will be subject to such terms, restrictions,
conditions, vesting requirements and payment requirements as the Committee may
determine in its sole discretion at the time of grant, including without
limitation the following:

                 (a)      Any shares of Stock that are part of a Stock Unit
         Award may be subject to restrictions on sale, assignment, transfer,
         pledge or other encumbrance.

                 (b)      Stock Unit Awards may provide for the payment of cash
         consideration by the Participant or provide that the Award, and any
         Stock to be issued in connection therewith, if applicable, shall be
         delivered without the payment of cash consideration.

                 (c)      Stock Unit Awards may relate in whole or in part to
         certain performance criteria established by the Committee.

                 (d)      Stock Unit Awards may provide for deferred payment
         schedules and/or vesting over a specified period of employment or
         service with the Company or any subsidiary thereof.

         8.3.    ADDITIONAL AWARDS.  In the sole discretion of the Committee, a
Stock Unit Award may provide the Participant with (i) dividends or dividend
equivalents (payable on a current or deferred basis) and (ii) cash payments in
lieu of or in addition to such Award.

                                   ARTICLE IX
                     TERMINATION, AMENDMENT AND ADJUSTMENT

         9.1.    TERMINATION AND AMENDMENT OF THE PLAN.  The Board (or, if the
Board has specifically delegated this authority to the Committee, the
Committee) may at any time terminate the Plan or make such modifications of the
Plan as it deems advisable; provided that no amendment may be made without
approval of the shareholders of the Company if such approval is required under
any applicable statute or rule; and provided further that no amendment may be
made to Section 4.2 (governing Options to Nonemployee Directors) more often
than once in any six-month period except to conform to applicable provisions of
the Code or ERISA, or the rules





                                     - 19 -
<PAGE>   20
and regulations under either such statute.  No termination or amendment of the
Plan may, without the consent of the Participant to whom any Award has
theretofore been granted, adversely affect the rights of such Participant under
such Award.

         9.2.    ADJUSTMENT.  In the event of any stock dividend payable in
Stock or any split-up or contraction of the number of shares of Stock after the
date an Award is granted and prior to the exercise in full of an Option or
Stock Appreciation Right or the lapse, waiver and/or satisfaction of any
restrictions or Performance Goals related to a Restricted Stock Award,
Performance Share Award or Stock Unit Award, the number of shares subject to
such Award and, if applicable, the Option Price, will be proportionately
adjusted.  In the event of any reclassification or change of outstanding shares
of Stock or in case of any consolidation or merger of the Company with or into
another company or in case of any sale or conveyance to another company or
entity of the property of the Company as a whole or substantially as a whole,
shares of stock or other securities equivalent in kind and value to those
shares a Participant would have received if he had held the full number of
shares of Stock subject to the Award immediately prior to such
reclassification, change, consolidation, merger, sale or conveyance (together
with all other shares, stock and securities thereafter issued in respect
thereof) will thereupon be subject to the Award.  Upon dissolution or
liquidation of the Company, all Awards will terminate, but the Participant will
have the right, immediately prior to such dissolution or liquidation, to
exercise any Option or Stock Appreciation Right to the extent exercisable on
the date of such dissolution or liquidation.  No fraction of a share of Stock
will be purchasable or deliverable upon exercise, but in the event any
adjustment hereunder of the number of shares covered by the Award will cause
such number to include a fraction of a share, such number of shares will be
adjusted to the nearest smaller whole number of shares.  In the event of
changes in the outstanding Stock by reason of any stock dividend, split-up,
contraction, reclassification, or change of outstanding shares of Stock of the
nature contemplated by this Section 9.2, the number of shares of Stock
available for the purpose of the Plan as stated in Section 2.3 will be
correspondingly adjusted.

                                   ARTICLE X
                                 MISCELLANEOUS

         10.1.   AMENDMENT AND RESTATEMENT OF PRIOR PLAN.  The Plan amends and
restates in its entirety that certain Statutory Incentive Stock Option Plan of
the Company, dated as of January 24, 1990, as amended (the "Prior Plan"), such
that all stock options issued under the Plan shall now be governed by, and
subject to, the Plan, and the Prior Plan is deemed to have been superseded by
the Plan and shall no longer by of any force or effect.

         10.2.   NOTICES AND OTHER COMMUNICATIONS.  All notices and other
communications required or permitted under the Plan will be effective if in
writing and if delivered or sent by certified or registered mail, return
receipt requested (a) if to the Participant, at his residence address last
filed with the Company and (b) if to the Company, at its principal executive
offices,





                                     - 20 -
<PAGE>   21
Attention: President, or to such other persons or addresses as the Participant
or the Company may specify by a written notice to the other from time to time.

         10.3.  PLAN BINDING ON SUCCESSORS.  The Plan will be binding upon the
successors and assigns of the Company.

         10.4.  NUMBER AND GENDER.  Whenever used herein, nouns in the singular
will include the plural where appropriate, and the masculine pronoun will
include the female gender.





                                     - 21 -