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                                                                   EXHIBIT 10.11






((Date))



((Title)) ((FirstName)) ((LastName))
((Company))
((Address1))
((City)), ((State)) ((PostalCode))

Dear ((Title)) ((LastName)):

On behalf of Billing Concepts Corp. ("BCC"), I am pleased to announce that you
(the "Participant") have been awarded, under the terms of the 1996 Non-Employee
Director Plan of BCC, as amended (the "Plan"), a non-qualified stock option to
purchase ((Shares)) shares of common stock of BCC (the "Shares"). The option to
acquire the Shares is awarded and granted upon the following terms and
conditions as well as those terms, conditions, and limitations as set forth in
the Plan, which is attached hereto and incorporated herein for all purposes:

         1.    The exercise price for each share of common stock is $((Price)).

         2.    For so long as you are a director of BCC, the right to exercise
such option shall vest as follows:

                ((Vesting))



         3.    Subject to Paragraph 5 herein, the options which have vested in
accordance with the schedule set forth in Paragraph 2 above may be exercised at
any time on or before ((Expiration Date)). No partial exercise of such option 
may be for less than 100 full shares unless the remaining shares that have
become purchasable are less than 100 shares. In no event shall BCC be required
to transfer fractional shares to the Participant.
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((Title)) ((FirstName)) ((LastName))
((Date))
Page 2


         4.    The option granted under this Agreement shall be exercisable from
time to time, as provided above, by the payment in cash or check to BCC of the
exercise price of the shares which the Participant elects to purchase. BCC shall
not be required to transfer or deliver any certificate or certificates for
shares of BCC's common shares purchased upon exercise of the option granted
under this Agreement until all then applicable requirements of law have been
met.

         5.    Subject to the limitations imposed pursuant to the Plan, the
option and all rights granted by this Agreement, to the extent those rights have
not been exercised, will terminate and become null and void on ((Expiration
Date)). If the Participant dies while a director of BCC, the person or persons
to whom his vested rights under the option shall pass, whether by will or by the
applicable laws of descent and distribution, may exercise such vested option to
the extent the Participant was entitled to exercise the option on the date of
death, at any time within a period of one year after his death, but not after
Expiration Date.

         6.    During the lifetime of the Participant, the option and all rights
granted in this Agreement shall be exercisable only by the Participant, and
except as Paragraph 5 above otherwise provides, the option and all rights
granted under this contract shall not be transferred, assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise), and shall
not be subject to execution, attachment or similar process. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of such option or of
such rights contrary to the provisions of this Agreement, or upon the levy of
any attachment or similar process upon such option or such rights, such option
and such rights shall immediately become null and void.

         7.    In the event of any change in the common shares of BCC subject to
the option granted hereunder, through merger, consolidation, reorganization,
recapitalization, stock split, stock dividend, combination or exchange of
shares, issuance of rights, spin-off or other change in the capital structure,
without consideration, appropriate adjustment shall be made by BCC in the number
of shares subject to such option and the price per share. Upon the dissolution
or liquidation of BCC, the option granted under this Agreement shall terminate
and become null and void, but the Participant shall have the right immediately
prior to such dissolution or liquidation to exercise the option granted
hereunder to the full extent not before exercised.

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((Title)) ((FirstName)) ((LastName))
((Date))
Page 3


         8.    Neither the Participant nor his executor, administrator, heirs or
legatees shall be or have any rights or privileges of a stockholder of BCC in
respect of the shares transferable upon exercise of the option granted under
this Agreement, unless and until certificates representing such shares shall
have been endorsed, transferred and delivered and the transferee has caused
his/her name to be entered as a stockholder of record on the books of BCC.

         9.    The Shares underlying your options have been registered with the
Securities and Exchange Commission, and the Shares issued upon the exercise of
your options will be freely tradable, subject, with respect to Shares held by
"affiliates" of BCC, to compliance with Rule 144 of the Securities and Exchange
Commission.

         10.   BCC does not attempt to advise you on any tax or other
consequences arising from your acquisition of the Shares through the exercise of
the option.

         11.   The terms and conditions of the Plan, unless expressly
supplemented by this Agreement, shall continue unchanged and in full force and
effect. To the extent that any terms or provisions of this Agreement are or may
be deemed expressly inconsistent with any terms or conditions of the Plan, the
terms of this Agreement shall control.

         12.   The Participant hereby agrees to take whatever additional actions
and execute whatever additional documents BCC may in its reasonable judgment
deem necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on the Participant pursuant to the express
provisions of this Agreement.

         13.   The rights of the Participant are subject to modification and
termination in certain events as provided in this Agreement and the Plan.

         14.   This Agreement shall be governed by, and construed in accordance
with, the substantive laws of the State of Delaware applicable to contracts made
and to be wholly performed therein.

         15.   This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


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((Title)) ((FirstName)) ((LastName))
((Date))
Page 4


16.  This Agreement and the Plan constitute the entire agreement between the
parties with respect to the subject matter hereof, and supersede all previous
written or oral negotiations, commitments, representations and agreements with
respect thereto.

If the foregoing represents your understanding of the terms and conditions upon
which your options have been granted, please execute in the space provided
below, returning an executed copy to the undersigned.

Sincerely,                                  AGREED AND ACCEPTED:



Parris H. Holmes, Jr.                       ---------------------------------
Chairman of the Board and                   ((FirstName)) ((LastName))
Chief Executive Officer