FIRST AMENDMENT TO
STOCK PLEDGE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PLEDGE AGREEMENT ("AMENDMENT") is made and entered
into as of the 1st day of June 1997, between BILLING INFORMATION CONCEPTS CORP., a Delaware
corporation ("PLEDGOR") and THE FROST NATIONAL BANK, a national banking association ("FROST"),
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").
A. Frost Bank, individually, as the Issuing Bank and the Agent, and the other Banks have heretofore entered into
a Credit Agreement dated as of December 20, 1996 (as it may hereafter be amended or otherwise modified
from time to time, the "CREDIT AGREEMENT"), with BILLING CONCEPTS, INC., a company organized
under the laws of the State of Delaware, formerly known as BILLING INFORMATION CONCEPTS, INC.,
("BORROWER") and Pledgor.
B. Pledgor and CRM ACQUISITION CORP., a corporation organized under the laws of the State of Delaware
and a Subsidiary of Pledgor, ("PURCHASER") desire to consummate the merger (the "MERGER")
contemplated in the Plan of Merger and Acquisition Agreement (the "MERGER AGREEMENT") dated as of
June 1, 1997, among COMPUTER RESOURCES MANAGEMENT, INC., a corporation organized under the
laws of the State of Texas, ("SELLER"), Purchaser, Pledgor and Michael A. Harrelson. Pursuant to the terms of
the Merger Agreement, (i) Purchaser shall be the surviving corporation and (ii) the name of Purchaser after the
Merger shall be "Computer Resources Management, Inc."
C. Pursuant to the terms and provisions of the Credit Agreement, Pledgor and Borrower must obtain the consent
of the Banks to the Merger.
D. It was a condition precedent to the making of the Loans and issuing of Letters of Credit by the Banks
pursuant to the terms and conditions set forth in the Credit Agreement that the Obligations be secured by a
perfected and first-priority Lien in and to th