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                               PMT SERVICES, INC.
               NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD PLAN


          Participation.  Each non-employee director electing to participate in
this Plan shall be granted awards of restricted common stock ("Restricted
Stock") of PMT Services, Inc. (the "Company") under this Plan on the terms and
conditions herein described and subject to the satisfaction of the restrictions
contained herein.  Each non-employee director electing to receive shares of
Restricted Stock under this Plan in lieu of a cash payment of $1,500 per Board
of Directors or Board committee meeting attended, shall make such election at
the Board meeting immediately following each Annual Meeting of Shareholders.
Such election shall remain in effect until completion of the fiscal year with
respect to which the non-employee director has elected to participate.

          Restricted Stock Award Grant Date.  Shares of Restricted Stock shall
be issued automatically following the date of each Board of Directors or Board
committee meeting in the name of the non-employee directors who have elected to
participate in this Plan.  The date immediately following the date on which a
Board of Directors or Board committee meeting is held shall be referred to
hereinafter as the "Award Date" of such Restricted Stock.

          Number of Shares of Restricted Stock.  Each non-employee director
electing to participate in this Plan who is serving the Company on the Award
Date shall be issued in his or her name, on such date, that number of shares of
Restricted Stock equal to $1,500 divided by the fair market value of the Common
Stock of the Company, valued at the closing price of the Common Stock on the
trading date preceding the Annual Meeting of Shareholders.

          Restriction Period.  The Restricted Stock issued in the name of the
non-employee directors pursuant to this Plan shall be held by the Company for
the benefit of each such non-employee director.  Except as otherwise provided
for herein, the Restricted Stock shall be delivered by the Company to the non-
employee director only upon such director's completion of service for the fiscal
year with respect to which the non-employee director has elected to participate.
At such time, the Restricted Stock shall be delivered to the non-employee
director free from the restrictions set forth in this Plan.

          Voting of Restricted Stock; Dividends; Distributions.  During the
period in which the Restricted Stock is held by the Company in the name of the
non-employee director, such shares may be voted by the non-employee director and
the non-employee director may receive dividends payable thereon, if any, and
participate in any distributions declared by the Company during such period as
if
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such shares of Restricted Stock were held by the non-employee director without
the restrictions of this Plan.

          Forfeiture of Restricted Stock.  Except as provided below, in the
event the non-employee director fails to complete, for any reason, service for
the fiscal year with respect to which such non-employee director has elected to
participate in the Plan, the non-employee director shall forfeit his or her
right to the undelivered Restricted Stock issued in the name of the non-employee
director, and such shares of Restricted Stock shall be returned to the Company
and shall no longer be deemed to be outstanding.  Notwithstanding the foregoing,
in the event of the death of a non-employee director prior to the director's
completion of the term such non-employee director has elected to participate in
the Plan, the Restricted Stock otherwise deliverable for such year of service
shall be delivered by the Company to the director's legatee or personal
representative.

          Section 83(b) Election.  A non-employee director who files an election
with the Internal Revenue Service to include the fair market value of any
Restricted Stock in gross income while such shares are subject to the
restrictions contained in this Plan shall promptly furnish the Company with a
copy of the election together with the amount of any federal, state, local or
other taxes required to be withheld to enable the Company to claim an income tax
deduction with respect to such election.

          Unregistered Shares.  The shares of Restricted Stock to be issued
under this Plan have not been registered under the Securities Act of 1933, as
amended (the "Act"), or the securities act of any state.  No disposition of the
shares may be made in the absence of an effective registration statement under
the Act and compliance with applicable state securities laws or an opinion of
counsel satisfactory to the Company to the effect that such disposition is in
compliance with the Act and applicable state securities laws.