EXHIBIT 10.1
                           RESTRICTED STOCK AGREEMENT

      This Agreement is entered into by and between BILLING CONCEPTS CORP., a
Delaware corporation (the "Company"), and PARRIS H. HOLMES, JR., ("Holmes") and
sets forth the terms and conditions upon which the Company grants to Holmes
restricted stock of Princeton eCom Corporation ("Princeton") owned by the
Company.

      1.    DEFINITIONS.

            (A) "Cause" shall, in the context of the removal of Holmes as an
employee of the Company, have the meaning given in Section 4.3 of that Amended
and Restated Employment Agreement dated January 25, 1999 by and between Holmes
and the Company.

            (B) "Change of Control" shall have the meaning given in Section 4.6
of that Amended and Restate Employment Agreement dated January 25, 1999 by and
between Holmes and the Company.

            (C) "Restricted Period" shall mean the period designed by the Board
of Directors of the Company during which Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered.

            (D) "Restricted Stock" shall mean those shares of common stock of
Princeton, par value $.01, issued pursuant to this Agreement that are still
subject to the Restricted Period.

            (E) "Retained Distributions" shall mean any securities or other
property (other than cash dividends) distributed by Princeton or otherwise
received by Holmes in respect of the Restricted Stock during the Restricted
Period.

      2.    GRANT OF RESTRICTED STOCK. In consideration of the efforts of Holmes
in connection with the Company's investment in Princeton and other good and
valuable consideration, the Company has granted to Holmes 400,000 shares of
Restricted Stock, in accordance with the terms of this Agreement.

      3.    GRANT DATE. The grant date with respect to the Restricted Stock
shall be the date of the execution hereof.

      4.    RESTRICTED PERIOD. The Restricted Stock is subject to forfeiture and
restriction from transfer in accordance with the terms and conditions of this
Agreement. Except as otherwise provided in this Agreement, and for so long as
Holmes is an Employee of the Company, the Restricted Period and all restrictions
on the Restricted Stock covered hereby and any Retained Distributions with
respect thereto shall expire with respect to the Restricted Stock and all rights
thereto shall vest on the last day of the thirty-sixth (36th) month following
the Grant Date, unless sooner terminated as set forth herein, so that all of the
shares of Restricted Stock

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covered hereby and any Retained Distributions with respect thereto shall be free
of all restrictions on April 30, 2003.

      5.    FORFEITURE. In the event Holmes voluntarily resigns or is removed as
an Employee of the Company for "Cause," Holmes will forfeit and will not be
entitled to receive the unvested shares of Restricted Stock covered hereby and
any Retained Distributions with respect thereto subsequent to the date of such
termination.

      6.    ACCELERATION OF VESTING. Upon the death or permanent disability of
Holmes, termination without "Cause," Change of Control of Princeton or
effectiveness of an initial public offering filed by Princeton, all restrictions
imposed on Holmes's Restricted Stock and any Retained distributions shall
automatically terminate and lapse.

      7.    VOTING RIGHTS. The Company shall retain voting rights on all
unvested shares of the Restricted Stock, and Holmes shall have the right to vote
only vested shares of the Restricted Stock.

      8.    LIMITATION OF RIGHTS OF HOLMES. Holmes shall have no rights with
respect to the Restricted Stock not expressly conferred by this Agreement.

      9.    SUCCESSORS. This Agreement shall be binding upon any successors of
the Company and the heirs, successors, legal representatives and other persons
claiming by, through or under Holmes.

      Effective April 5, 2000.



BILLING CONCEPTS CORP.

COMPENSATION COMMITTEE:




/s/ THOMAS G. LOEFFLER                    /s/ PARRIS H. HOLMES, JR.
    Thomas G. Loeffler                        Parris H. Holmes, JR.


/s/ WILLIAM H. CUNNINGHAM
    William H. Cunningham

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