AMENDED AND RESTATED
1996 NON-EMPLOYEE DIRECTOR PLAN
BILLING CONCEPTS CORP.
(AMENDED AS OF AUGUST 31, 1999)
1. PURPOSE. The purpose of this Plan is to advance the interests of Billing Concepts Corp., a Delaware
corporation (the "Company"), by providing an additional incentive to attract and retain qualified and competent
directors, upon whose efforts and judgment the success of the Company is largely dependent, through the
encouragement of stock ownership in the Company by such persons.
2. DEFINITIONS. As used herein, the following terms shall have the meanings indicated:
(a) "Board" shall mean the Board of Directors of Billing Concepts Corp.
(b) "Committee" shall mean the committee, if any, appointed by the Board pursuant to Section 12 hereof.
(c) "Date of Grant" shall mean the date on which an Option is granted to an Eligible Person pursuant to Section 4
(d) "Director" shall mean a member of the Board.
(e) "Eligible Person(s)" shall mean those persons who are Directors of the Company and who are not employees
of the Company or a Subsidiary.
(f) "Fair Market Value" of a Share on any date of reference shall be the closing price on such date, or, if such
date is not a business day, the business day immediately preceding such date. For this purpose, the closing price
of the Shares on any business day shall be (i) if the Shares are listed or admitted for trading on any United States
national securities exchange, the last reported sales price of the Shares on such exchange, as reported in any
newspaper of general circulation, (ii) if actual transactions in the Shares are included in the Nasdaq National
Market or are reported on a consolidated transaction reporting system, the closing sales price of the Shares on
such system, (iii) if Shares are otherwise quoted on the Nasdaq system, or any similar system of automated
dissemination of quotations of securities prices in common use, the mean between the closing high bid and low
asked quotations for such day of t