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                                                                  EXHIBIT 10.13



                   TWELFTH AMENDMENT TO AMENDED AND RESTATED
                              MEDAPHIS CORPORATION
                        NON-QUALIFIED STOCK OPTION PLAN


         THIS AMENDMENT is effective as of January 21, 1999, and is made by
MEDAPHIS CORPORATION, a corporation organized and doing business under the laws
of the State of Delaware (the "Company").

                              W I T N E S S E T H:

         WHEREAS, the Company has previously adopted the Amended and Restated
Medaphis Corporation Non-Qualified Stock Option Plan, as amended (the "Plan");
and

         WHEREAS, the Compensation Committee of the Board of Directors of the
Company has duly authorized an amendment of the Plan to broaden the
transferability of options granted under the Plan.

         NOW, THEREFORE, BE IT RESOLVED, that Section 5(e) of the Plan is
hereby amended by deleting Section 5(e) of the Plan in its entirety, and
replacing it with the following:

         "(e) provide that the option is not transferable by the optionee other
         than (i) to the spouse, children or grandchildren of the optionee
         ("Immediate Family Members"), (ii) to a trust or trusts for the
         exclusive benefit of such Immediate Family Members, (iii) to a
         partnership in which such Immediate Family Members are the only
         partners, (iv) to an entity exempt from federal income tax pursuant to
         Section 501(c)(3) of the Code or any successor provision, or (v) to a
         split interest trust or pooled income fund described in Section
         2522(c)(2) of the Code or any successor provision; provided, however,
         that (x) there shall be no consideration for any such transfer, and
         (y) other transfers by the optionee, or any subsequent transfer of
         transferred options by a transferee, shall be prohibited, except those
         by will or the laws of descent and distribution or pursuant to a
         qualified domestic relations order as defined in the Code or Title I
         of the Employee Retirement Income Security Act of 1974, as amended;
         and provided, further, that following transfer, for purpose of
         elections to exercise the option and the general restrictions
         applicable under the Plan to option exercises, the term "optionee"
         shall be deemed to include the transferee, but the option otherwise
         shall continue to be subject to the same terms and conditions that
         were applicable immediately prior to transfer, including without
         limitation the provisions of Section 5(f) of the Plan, which shall
         apply so that in the event the original grantee of the option ceases
         to be an employee of the Company or any parent or subsidiary of the
         Company, then the option shall be exercisable by the transferee only
         to the extent and for the periods specified in the Agreement; and"

         Except as specifically amended by this Twelfth Amendment, the Plan
shall remain in full force and effect as prior to this Twelfth Amendment.



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         IN WITNESS WHEREOF, the Company has caused this Twelfth Amendment to
be executed on the day and year first above written.


                                    MEDAPHIS CORPORATION



                                    By: /s/ ALLEN W. RITCHIE                 
                                       ----------------------------------------
                                       Allen W. Ritchie
                                       President and Chief Executive Officer


ATTEST:



By: /s/ RANDOLPH L. M. HUTTO  
   ------------------------------
   Randolph L. M. Hutto
   Secretary



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