STOCK PLEDGE AGREEMENT
This Stock Pledge Agreement is made as of December 20, 1996, by BILLING INFORMATION CONCEPTS
CORP., a Delaware corporation (the "Pledgor"), in favor of THE FROST NATIONAL BANK, a national
banking association ("Frost"), and its successors and assigns, as agent (the "Agent"), for the equal and ratable
benefit of the financial institutions which are now or hereafter parties to the hereinafter described Credit
Agreement (collectively, the "Banks").
The Pledgor is the owner of the shares (the "Pledged Shares") of stock described in Schedule I hereto and issued
by the corporation named therein (the "Issuer"). The Agent, the Issuing Bank and the Banks have entered into a
Credit Agreement dated as of December 20, 1996 (as it may hereafter by amended or otherwise modified from
time to time, the "Credit Agreement"), with BILLING INFORMATION CONCEPTS, INC., a Delaware
corporation, ("Borrower") and Pledgor. Borrower is a wholly owned Subsidiary of Pledgor. It is a condition
precedent to the effectiveness of the Credit Agreement that the Pledgor shall have executed and delivered this
NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein and for
other good and valuable consideration, the adequacy, receipt and sufficiency of which are hereby acknowledged,
and in order to induce the Banks to make the Loans and issue the Letters of Credit under the Credit Agreement,
the Pledgor hereby agrees as follows:
SECTION 1. Defined Terms and Related Matters.
(a) The capitalized terms used herein which are defined in the Credit Agreement and not otherwise defined herein
shall have the meanings specified therein.
(b) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this Agreement.
(c) Unless otherwise defined herein or in the Credit Agreement, the terms defined in the Unif