EXHIBIT 10.13



                            ILLUMINET HOLDINGS, INC.
                           1997 EQUITY INCENTIVE PLAN
                   NON-QUALIFIED STOCK OPTION AWARD AGREEMENT


         This Stock Option Award  Agreement (the "Award  Agreement"),  made this
____ day of ____________, 19__ evidences the grant, by Illuminet Holdings, Inc.,
(the "Company"),  of a stock option to _____________ (the "Grantee") on the date
hereof (the "Date of Grant").  By accepting the Award and  executing  this Award
Agreement,  the Grantee agrees to be bound by the  provisions  hereof and of the
Illuminet  Holdings,  Inc. 1997 Equity Incentive Plan (the "Plan").  Capitalized
terms not defined herein shall have the same meaning as used in the Plan.

         1. Shares  Optioned and Option Price.  The Grantee shall have an option
to purchase  _________  shares of the Company's  Common Stock,  $ par value (the
"Shares"),  at an  exercise  price of  $_______  for each share (the  "Option"),
subject to the terms and conditions of this Award Agreement and of the Plan, the
provisions of which are  incorporated  herein by this  reference.  The Option is
not, nor is it intended to be, an Incentive Stock Option as described in section
422 of the Internal Revenue Code of 1986.

         2. Exercise  Period.  The Option may be  exercised,  from time to time,
with respect to the following number of Shares subject to this Option: (i) prior
to the first  anniversary of the Date of Grant,  none of such Shares;  (ii) from
and after the first anniversary of the Date of Grant, 25% of such Shares;  (iii)
from and after the second  anniversary of the Date of Grant,  50% of such Shares
(less any Shares as to which this Option shall have been exercised prior to such
second  anniversary);  (iv) from and after the third  anniversary of the date of
Grant,  75% of such Shares  (less any Shares as to which this Option  shall have
been  exercised  prior to such  third  anniversary);  and (v) from and after the
fourth anniversary of the Date of Grant, 100% of such Shares (less any Shares as
to  which  this  Option  shall  have  been   exercised   prior  to  such  fourth
anniversary). Provided, however, that the Grantee's right to exercise the Option
shall terminate on the earliest to occur of the following dates:

         a.       the tenth anniversary of the Date of Grant;

         b.       the first anniversary of the date of the Grantee's Termination
                  of Service on account of Disability or death;

         c.       the  date  sixty  days  following  the  date of the  Grantee's
                  Termination of Service for any reason other than Disability or
                  death (the "Termination Date"); provided,  however, that until
                  there is a regular public  trading  market for the Shares,  as
                  determined  by the  Committee,  in its  sole  discretion,  the
                  Termination Date shall be the date one year following the date
                  of the Grantee's  Termination  of Service for any reason other
                  than Disability or death.



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Provided  further  that,  during the sixty day period  following the date of the
Grantee's  Termination of Service for any reason other than Disability or death,
that portion of the Shares that was not exercisable on the date of the Grantee's
Termination of Service shall not become exercisable.

         3.  Restriction  on Exercise  After  Termination.  Notwithstanding  the
foregoing  provisions  of  paragraph  2 or any  other  provision  of this  Award
Agreement,  the  Committee,  in its sole  discretion,  may  reduce the number of
Shares  subject to the Option or may  cancel the Option in its  entirety  if the
Grantee (a) takes other  employment  or renders  services to others  without the
written consent of the Company;  or (b) conducts  himself or herself in a manner
that the Committee, in its sole discretion,  deems has adversely affected or may
adversely  affect  the  Company.  The  Grantee  will  not  be  entitled  to  any
remuneration or compensation  whatsoever for the loss of all or a portion of the
Grantee's  Option if the number of Shares  subject to the  Grantee's  Option are
reduced,  or if the Grantee's  Option is canceled in its  entirety,  pursuant to
this paragraph.

         4. Exercise. To the extent that the Option is exercisable hereunder, it
may be  exercised  in full or in part by the  Grantee  or,  in the  event of the
Grantee's  death, by the person or persons to whom the Option was transferred by
will or the laws of descent and  distribution,  by delivering or mailing written
notice of the exercise and full payment of the purchase  price to the  Secretary
of the Company.  The written  notice shall be signed by each person  entitled to
exercise the Option and shall specify the address and social  security number of
each  person.  If any person  other than the Grantee  purports to be entitled to
exercise  all  or any  portion  of the  Option,  the  written  notice  shall  be
accompanied  by proof,  satisfactory  to the  Secretary of the Company,  of that
entitlement.  The written  notice shall be  accompanied  by full payment in cash
(including  personal check), in Shares represented by certificates  transferring
ownership  to the Company and with an  aggregate  Fair Market Value equal to the
purchase price on the date the written  notice is received by the Secretary,  or
in any combination of cash and Shares,  provided that payment in full or part by
the  transfer of Shares shall be subject to approval by the  Committee.  Payment
may also be made in such  other  manner as may be  permitted  by the Plan at the
time of exercise,  subject to approval by the Committee. The written notice will
be effective and the Option shall be deemed exercised to the extent specified in
the  notice  on the  date  that  the  written  notice  (together  with  required
accompaniments)  is  received  by the  Secretary  of  the  Company  at its  then
executive offices during regular business hours.

         5. Issue of Shares Upon Exercise.  As soon as practicable after receipt
of an  effective  written  notice of exercise  and full  payment of the purchase
price as provided  in  paragraph  4, the  Secretary  of the Company  shall cause
ownership of the appropriate number of Shares to be transferred to the person or
persons  exercising the Option by having a certificate or certificates for those
Shares  registered  in the name of such  person or  persons  and shall have each
certificate delivered to the appropriate person.  Notwithstanding the foregoing,
if the Company or a Subsidiary requires reimbursement of any tax required by law
to be withheld with respect to Shares  received upon exercise of an Option,  the
Secretary  shall not  transfer  ownership  of those  Shares  until the  required
payment is made.


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         6.  Transferability  of Options.  The rights under this Award Agreement
may not be  transferred  except  pursuant  to a "domestic  relations  order," as
defined in the Code or Title I of ERISA,  or by will or the laws of descent  and
distribution.  The rights under this Award Agreement may be exercised during the
lifetime  of  the  Grantee  only  by  the  Grantee  or  permitted   transferees.
[ALTERNATIVE  PROVISION (waiting for SEC interpretation of Rule 701 and Form S-8
which do not  contemplate  transfer of  options):  The Grantee may  transfer the
Option to (i) the spouse,  children, or grandchildren of the Grantee ("Immediate
Family  Members"),  (ii) a trust or trusts for the  exclusive  benefits  of such
Immediate Family Members,  or (iii) a partnership in which such Immediate Family
Members are the only partners,  provided that (y) there may be no  consideration
for any such  transfer  and (z)  subsequent  transfers  of the  Option  shall be
prohibited,  except by will or the laws of descent and  distribution.  Following
transfer,  the  Option  shall  continue  to be  subject  to the same  terms  and
conditions as were applicable  immediately prior to transfer,  provided that for
the purposes of the Award Agreement, the term "Grantee" shall be deemed to refer
to the  transferee.  The event of a Termination  of Service shall continue to be
applied with respect to the original  Grantee,  following which the Option shall
be  exercisable  by the  transferee  only to the  extent,  and for the  periods,
specified in Paragraph 2. Neither the  Committee  nor the Company shall have any
obligation to provide  notice to a transferee of termination of the Option under
the terms of this Award Agreement.]

                  6.01  Transferees  of  Stockholders.  The Company shall not be
required  to  transfer  any  Shares on its books  which  shall  have been  sold,
assigned or otherwise  transferred in violation of this Award  Agreement,  or to
treat as owner of such  shares of stock,  or to accord the right to vote as such
owner or to pay  dividends  to,  any  person or  organization  to which any such
Shares shall have been sold, assigned or otherwise  transferred,  from and after
any sale,  assignment  or transfer of any Share made in  violation of this Award
Agreement.  Any transfer in violation of the terms of this Award Agreement shall
be deemed null and void.

         7.  Authorized  Leave.  For purposes  hereof,  an  authorized  leave of
absence  (authorized  by the Company or a Subsidiary  to the Grantee in writing)
shall not be deemed a Termination of Service hereunder.

         8. Taxes. The Grantee will be solely responsible for any Federal, state
or local income taxes imposed in  connection  with the exercise of the Option or
the delivery of Shares incident thereto,  and the Grantee authorizes the Company
or any  Subsidiary  to make any  withholding  for taxes which the Company  deems
necessary or proper in connection therewith, from any amounts due to the Grantee
by the Company.  Subject to approval by the  Committee,  the Grantee may satisfy
such withholding  obligations,  in whole or in part, by (a) electing to have the
Company withhold  otherwise  deliverable Shares or (b) delivering to the Company
Shares  then owned by Grantee  having a Fair  Market  Value  equal to the amount
required to be withheld.



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         9. Risk of Investment.  It is expressly  understood and agreed that the
Grantee  assumes all risks  incident to any change  hereafter in the  applicable
laws or  regulations or incident to any change in the market value of the Shares
after the exercise of this Option in whole or in part.  The Grantee has received
and read a copy of the Plan and made a detailed  inquiry  concerning the Company
and its business,  and the Grantee is aware of the limited market  available for
resale of the Shares. The Grantee agrees that the Shares acquired on exercise of
this Option shall be acquired for his or her own account for investment only and
not with a view to, or for resale in connection with, any distribution or public
offering  thereof  within  the  meaning  of  the  Securities  Act of  1933  (the
"Securities Act") or other applicable securities laws. If the Board of Directors
or Committee so determines,  any stock certificates issued upon exercise of this
Option  shall bear a legend to the effect that the Shares have been so acquired.
The Company  may,  but in no event shall be  required  to, bear any  expenses of
complying with the Securities Act, other applicable securities laws or the rules
and  regulations  of  any  national  securities  exchange  or  other  regulatory
authority in connection with the registration,  qualification,  or transfer,  as
the case  may be,  of this  Option  or any  Shares  acquired  upon the  exercise
thereof.  The  foregoing  restrictions  on the  transfer of the Shares  shall be
inoperative  if (a) the Company  previously  shall have been  furnished  with an
opinion of counsel,  satisfactory  to it, to the effect that such  transfer will
not involve any violation of the Securities Act and other applicable  securities
laws or (b) the Shares shall have been duly  registered in  compliance  with the
Securities Act and other  applicable  state or federal  securities laws. If this
Option,  or the  Shares  subject to this  Option,  are so  registered  under the
Securities  Act,  the  Grantee  agrees  that he or she  will  not  make a public
offering of the said Shares  except on a national  securities  exchange on which
the stock of the Company is then listed.

         10.      Transferability of Shares; Company Repurchase Option.

                  10.01 No Transfer.  Except as otherwise  provided herein,  and
until such time as (i) there shall be a regular  public  trading  market for the
Shares;  or (ii) the Board shall approve a transaction in which all shareholders
are expressly  granted the right to transfer  their shares,  the Grantee may not
sell, pledge, give, assign, distribute,  hypothecate,  mortgage or transfer (all
hereinafter  referred to as  "transfer")  any Shares  acquired  pursuant to this
Award  Agreement;  provided,  however,  that the  Grantee  may  transfer  Shares
acquired pursuant to this Award Agreement if the Committee specifically consents
thereto in writing prior to the consummation of the transfer.

                  10.02 Repurchase  Option. The Company shall have the exclusive
option to purchase all, but not less than all, of the Shares acquired by Grantee
pursuant to this Award Agreement at a purchase price per Share equal to the Fair
Market Value on the date of such Termination of Service (the "Purchase Option").
The Purchase Option shall be exercisable  for a thirty day period  following the
later of (i) the date on which the Grantee  acquires the Shares  pursuant to the
Award Agreement; or (ii) the date of the Grantee's Termination of Service.

                  10.03 Payment.  If the Company elects to exercise the Purchase
Option,  the Company  shall give notice of its  intention to purchase the Shares
and deliver payment for such


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Shares  within  fifteen  days after the date of such  notice.  At the  Company's
option,  the Company may designate  another  person or entity to purchase any of
the Shares on its behalf, on the terms provided herein.

                  10.04 No Disclosure  Obligation.  The Grantee acknowledges and
agrees that neither the Company nor any of its  shareholders,  board members and
officers,  has any duty or  obligation  to disclose to the Grantee any  material
information  regarding the business of the Company or affecting the value of the
Shares before or at the time of a Grantee's  Termination of Service,  including,
without limitation,  any information  concerning plans for the Company to make a
public  offering of its  securities  or to be acquired by or merged with or into
another firm or entity.

         11.  No  Conflict.  In the  event  of a  conflict  between  this  Award
Agreement and the Plan, the provisions of the Plan shall govern.

         12.  Governing  Law. This Award shall be governed under the laws of the
State of Delaware.

                                        ILLUMINET HOLDINGS, INC.


                                        By:------------------------------------
                                        Title:---------------------------------



ACKNOWLEDGMENT

         The  undersigned  Grantee  acknowledges  that he or she understands and
agrees to be bound by each of the terms and conditions of this Award Agreement.


-----------------------------------        ------------------------------------
           Printed Name                                 Signature







                                                [Form adopted October 29, 1997]


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