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                                NOVA CORPORATION

                        1996 DIRECTORS STOCK OPTION PLAN
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                                NOVA CORPORATION
                        1996 DIRECTORS STOCK OPTION PLAN



                                   ARTICLE 1
                                    PURPOSE

     1.1  General Purpose.  The purpose of this Plan is to further the growth
and development of the Company by encouraging Directors who are not employees of
the Company to obtain a proprietary interest in the Company by owning its stock.
The Company intends that the Plan will provide such persons with an added
incentive to continue to serve as Directors and will stimulate their efforts in
promoting the growth, efficiency and profitability of the Company.  The Company
also intends that the Plan will afford the Company a means of attracting persons
of outstanding quality to service on the Board and on the board of directors of
parent and subsidiary corporations of the Company.

     1.2  Intended Tax Effects of Options.  It is intended that the tax effects
of any NQSO granted hereunder should be determined under Code (S)83.


                                   ARTICLE 2
                                  DEFINITIONS

     The following words and phrases as used in this Plan shall have the
meanings set forth in this Article unless a different meaning is clearly
required by the context:

     2.1  1933 Act shall mean the Securities Act of 1933, as amended.

     2.2  1934 Act shall mean the Securities Exchange Act of 1934, as amended.

     2.3  Beneficiary shall mean, with respect to an Optionee, the individual or
individuals to whom the Optionee's Options shall be transferred upon the
Optionee's death (i.e., the Optionee's Beneficiary).

     (a) Designation of Beneficiary.  An Optionee's Beneficiary shall be the
individual who is last designated in writing by the Optionee as such Optionee's
Beneficiary hereunder.  An Optionee shall designate his or her original
Beneficiary in writing on his or her Option Agreement.  Any subsequent
modification of the Optionee's Beneficiary shall be in a written executed and
notarized letter addressed to the Company and shall be effective when it is
received and accepted by the Committee, determined in the Committee's sole
discretion.

     (b) No Designated Beneficiary.  If, at any time, no Beneficiary has been
validly designated by an Optionee, or the Beneficiary designated by the Optionee
is no longer living at the time of the Optionee's death, then the Optionee's
Beneficiary shall be deemed to be the individual or individuals in the first of
the following classes of individuals with one or members of such class

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surviving or in existence as of the Optionee's death, and in the absence
thereof, the Optionee's estate: (A) the Optionee's surviving spouse; or (B) the
Optionee's then living lineal descendants, per stirpes.

     (c) Designation of Multiple Beneficiaries.  An Optionee may, consistent
with subsection (a) above, designate more than one Person as a Beneficiary if,
for each such Beneficiary, the Optionee also designates a percentage of the
Optionee's Options to be transferred to such Beneficiary upon the Optionee's
death.  Unless otherwise specified by the Optionee, any designation by the
Optionee of multiple Beneficiaries shall be interpreted as a designation by the
Optionee that each such Beneficiary should be entitled to an equal percentage of
the Optionee's Options.  Each Beneficiary shall have complete and non-joint
rights with respect to the portion of an Optionee's Options to be transferred to
such Beneficiary upon the Optionee's death.

     (d) Contingent Beneficiaries.  An Optionee may designate a contingent
Beneficiary to receive a Beneficiary's Option in the event that such Beneficiary
should predecease the Optionee; otherwise, in the event a Beneficiary
predeceases the Optionee, then the individual or individuals specified in
subsection (b) above shall be the Optionee's Beneficiary.

     2.4  Board shall mean the Board of Directors of the Company.

     2.5  Cause shall mean an act or acts by an individual involving personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, breach of contract or violation of Company policy, intentional
failure to perform stated duties or willful violation of any law, rule or
regulation (other than traffic violations or similar offenses), and the unlawful
trading in the securities of the Company or of another corporation based on
information gained as a result of the performance of services for the Company.

     2.6  Change of Control shall mean the occurrence of any one of the
following events:

     (a) Acquisition By Person of Substantial Percentage.  The acquisition by
any individual or entity (including "affiliates" and "associates" of such
individual or entity, but excluding the Company, any "parent" or "subsidiary" of
the Company, or any employee benefit plan of the Company or of any "parent" or
"subsidiary" of the Company) of a sufficient number of shares of the Common
Stock, or securities convertible into the Common Stock, and whether through
direct acquisition of shares or by merger, consolidation, share exchange,
reclassification of securities or recapitalization of or involving the Company
or any "parent" or "subsidiary" of the Company, to constitute the individual or
entity the actual or beneficial owner (within the meaning of that term as it is
used in Section 13(d) of the 1934 Act and the rules promulgated thereunder) of
20% or more of the Common Stock, but only if such acquisition occurs without the
prior approval of the Company's Continuing Directors;

     (b) Substantial Change of Board Members.  The Company's Continuing
Directors fail to constitute at least a majority of the members of the Board of
Directors of the Corporation;

     (c) Disposition of Assets.  Any sale or other transfer of all or
substantially all of the assets of the Company or of any "significant
subsidiary" (as that term is defined in Rule 1.02 of the Regulation S-X
promulgated under the 1934 Act) of the Company without the approval of the
Corporation's Continuing Directors; or

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     (d) Transactions Requiring Regulatory Approval.  The filing by an
individual or entity of an application with any regulatory authority having
jurisdiction over the ownership of the Company in connection with any
transaction by such individual or entity to acquire 20% or more of the combined
voting power of the Company's then outstanding securities without the prior
approval of the Company's Continuing Directors.

For purposes of this Section, the terms "affiliate," "associate," "parent" and
"subsidiary" shall have the respective meanings ascribed to such terms in Rule
12b-2 under Section 12 of the 1934 Act.

     2.7  Code shall mean the Internal Revenue Code of 1986, as amended.

     2.8  Committee shall mean the Board which shall administer and interpret
the Plan in accordance with Article 3 below.

     2.9  Common Stock shall mean the common stock of the Company.

     2.10  Company shall mean NOVA Corporation, and shall also mean any parent
or subsidiary corporation of NOVA Corporation unless the context clearly
indicates otherwise.

     2.11  Continuing Director shall mean a Director (i) who was a Director as
of the Effective Date, or (ii) who becomes a Director subsequent to the
Effective Date and whose election or nomination for election by the Board was
duly approved by Directors at the time of such election or nomination who were
Directors as of the Effective Date, whether by a specific vote or by approval of
the proxy statement issued by the Company on behalf of the Board.

     2.12  Director shall mean an individual who is serving as a member of the
Board (i.e., a director of the Company) or who is serving as a member of the
board of directors of a parent or subsidiary corporation of the Company.

     2.13  Disability shall mean, with respect to an individual, the total and
permanent disability of such individual as determined by the Committee in its
sole discretion.

     2.14  Effective Date shall mean October 17, 1996, the date on which this
Plan was originally adopted by the Board, subject to shareholder approval.  See
Article 9 herein.

     2.15  Fair Market Value of the Common Stock as of a date of determination
shall mean the following:

     (a) Stock Listed and Shares Traded.  If the Common Stock is listed and
traded on a national securities exchange (as such term is defined by the 1934
Act) or on the Nasdaq National Market System on the date of determination, the
Fair Market Value per share shall be the closing price of a share of the Common
Stock on said national securities exchange or National Market System on the date
of determination.  If the Common Stock is traded in the over-the-counter market,
the Fair Market Value per share shall be the average of the closing bid and
asked prices on the date of determination.

     (b) Stock Listed But No Shares Traded.  If the Common Stock is listed on a
national securities exchange or on the National Market System but no shares of
the Common Stock are traded

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on the date of determination but there were shares traded on dates within a
reasonable period before the date of determination, the Fair Market Value shall
be the closing price of the Common Stock on the most recent date before the date
of determination.  If the Common Stock is regularly traded in the over-the-
counter market but no shares of the Common Stock are traded on the date of
determination (or if records of such trades are unavailable or burdensome to
obtain) but there were shares traded on dates within a reasonable period before
the date of determination, the Fair Market Value shall be the average of the
closing bid and asked prices of the Common Stock on the most recent date before
the date of determination.

     (c) Stock Not Listed.  If the Common Stock is not listed on a national
securities exchange or on the National Market System and is not regularly traded
in the over-the-counter market, then the Committee shall determine the Fair
Market Value of the Common Stock from all relevant available facts, which may
include the average of the closing bid and asked prices reflected in the over-
the-counter market on a date within a reasonable period either before or after
the date of determination or opinions of independent experts as to value and may
take into account any recent sales and purchases of such Common Stock to the
extent they are representative.

The Committee's determination of Fair Market Value, which shall be made pursuant
to the foregoing provisions, shall be final and binding for all purposes of this
Plan.

     2.16  NQSO shall mean an option to which Code (S)422 (relating generally to
certain incentive stock options and other options) does not apply.

     2.17  Option shall mean NQSO's granted to individuals pursuant to the terms
and provisions of this Plan.

     2.18  Option Agreement shall mean a written agreement, executed and dated
by the Company and an Optionee, evidencing an Option granted under the terms and
provisions of this Plan, setting forth the terms and conditions of such Option,
and specifying the name of the Optionee and the number of shares of stock
subject to such Option.

     2.19  Option Price shall mean the purchase price of the shares of Common
Stock underlying an Option.

     2.20  Optionee shall mean an individual who is granted an Option pursuant
to the terms and provisions of this Plan.

     2.21  Person shall mean any individual, organization, corporation,
partnership or other entity.

     2.22  Plan shall mean this NOVA Corporation 1996 Directors Stock Option
Plan, which was amended and restated as of March 25, 1997.


                                   ARTICLE 3
                                 ADMINISTRATION

     3.1  General Administration.  The Plan shall be administered and
interpreted by the Committee. Subject to the express provisions of the Plan, the
Committee shall have authority to interpret the Plan, to

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prescribe, amend and rescind rules and regulations relating to the Plan, to
determine the terms and provisions of the Option Agreements by which Options
shall be evidenced (which shall not be inconsistent with the terms of the Plan),
and to make all other determinations necessary or advisable for the
administration of the Plan, all of which determinations shall be final, binding
and conclusive; provided, however, no individual who is a member of the
Committee shall administer or interpret any Option granted to such individual or
participate in any decision made pursuant to Section 5.2(e) concerning the
exchange of Options granted to such individual.

     3.2  Organization.  The Committee may select one of its members as its
chairman and shall hold its meetings at such times and at such places as it
shall deem advisable.  A majority of the Committee shall constitute a quorum,
and such majority shall determine its actions.  The Committee shall keep minutes
of its proceedings and shall report the same to the Board at the meeting next
succeeding.

     3.3  Indemnification.  In addition to such other rights of indemnification
as they have as directors or as members of the Committee, the members of the
Committee, to the extent permitted by applicable law, shall be indemnified by
the Company against reasonable expenses (including, without limitation,
attorneys' fees) actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any Options granted
hereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved to the extent required by and in the manner provided
by the articles or certificate of incorporation or the bylaws of the Company
relating to indemnification of directors) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding, except in relation to matters
as to which it shall be adjudged in such action, suit or proceeding that such
Committee member or members did not act in good faith and in a manner he or they
reasonably believed to be in or not opposed to the best interest of the Company.


                                   ARTICLE 4
                                     STOCK

     The stock subject to the Options and other provisions of the Plan shall be
authorized but unissued or reacquired shares of Common Stock.  Subject to
readjustment in accordance with the provisions of Article 7, the total number of
shares of Common Stock which may be granted to, or for which Options may be
granted to, persons participating in the Plan shall not exceed in the aggregate
150,000 shares of Common Stock. Notwithstanding the foregoing, shares of Common
Stock allocable to the unexercised portion of any expired or terminated Option
again may become subject to Options under the Plan.


                                   ARTICLE 5
                  ELIGIBILITY TO RECEIVE AND GRANT OF OPTIONS

     5.1  Individuals Eligible for Grants of Options.  The individuals eligible
to receive Options hereunder shall be solely those individuals who are Directors
and who are not employees of the Company or any parent or subsidiary corporation
of the Company and who are not designated by 5% or more shareholders of the
Company.  Such Directors shall receive Options hereunder in accordance with the
provisions of Section 5.2 below.

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     5.2  Grant of Options.  Upon the approval of the Committee, Options shall
be granted to those Directors who are eligible under Section 5.1 above in
accordance with the following formulas:

     (a) Option Upon Initially Becoming a Director.  Upon initially becoming a
Director, an individual shall, subject to subsection (d) below, be granted an
Option to purchase 2,000 shares of Common Stock.  Options granted under this
subsection shall be subject to the provisions of Article 6 below and evidenced
by the Option Agreement shown in Exhibit A.  The Options granted under this
subsection (a) shall not be granted to a Director who has previously served as a
Director and who is again becoming a Director, but shall only be granted upon an
individual's initially becoming a Director.

     (b) Option Upon Commencement of Term.    Upon beginning any term of service
as a Director, an individual shall, subject to subsection (d) below, be granted
an Option to purchase a number of shares of Common Stock, where such number of
shares subject to the Option is equal to a fraction, the numerator of which
shall be 2,000 multiplied by the number of full calendar months to be served in
such Director's initial term, and the denominator of which shall be 12.  Partial
calendar months to be served shall be counted as full months for the purposes of
this subsection only. Options granted under this subsection shall be subject to
the provisions of Article 6 below and evidenced by the Option Agreement shown in
Exhibit A.

     (c) Transitional Provisions. Except as provided in this subsection (c), no
individual who is serving as a Director as of the Effective Date of this Plan
shall be entitled to any Options under this Plan until the expiration of his
current term:

     (A) Initial Options.  Each Director as of the Effective Date shall, subject
to subsection (d) below, be granted Options under the terms and provisions of
subsection (a) above as of the Effective Date as if such Director had initially
become a Director on the Effective Date.  Options granted under this subsection
(A) shall be evidenced by the Option Agreement shown in Exhibit A.

     (B) Term Options.  Each Director as of the Effective Date shall, subject to
subsection (d) below, be granted Options under the terms and provisions of
subsection (b) above as of the Effective Date as if such Director had begun a
new term as a Director on the Effective Date, with such new term to begin on the
Effective Date and ending as of the date on which the Director's current term
would otherwise have ended.  Options granted under this subsection (B) shall be
evidenced by the Option Agreement shown in Exhibit A.

     (d) Rules Against Double Granting of Options for Simultaneous Service.
Notwithstanding any provision of this Section to the contrary, an individual who
becomes a Director by virtue of simultaneously becoming a member of the Board
and a member of the board of directors of a parent or subsidiary corporation of
the Company, or who continues as a Director by virtue of simultaneously being
elected or appointed to a new term on the Board and on the board of directors of
a parent or subsidiary corporation of the Company, shall only be granted Options
pursuant to the preceding subsections (a), (b) or (c) of this Section by virtue
of such individual's service on the Board, and not by virtue of such
individuals's service on the board of directors of a parent or subsidiary
corporation of the Company.

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     (e) Exchange of Options.  The Committee in its sole discretion may grant
new Options to purchase shares of Common Stock to a Director in exchange for the
voluntary surrender by such Director of Options previously granted to such
Director under the terms and provisions of subsections (a) through (d) of this
Section 5.2, where such new Options shall contain exercise periods, expiration
dates, vesting periods, number of shares subject to option, and other terms and
provisions which are exactly identical to the exercise periods, expiration
dates, vesting periods, number of shares subject to option, and other terms and
provisions of the Options surrendered, with the sole exception that the Option
Price under the new Options granted shall be the Fair Market Value of the Common
Stock on the date the new Options are granted rather than on the date the
surrendered Options were granted.  For purposes of interpreting the preceding
sentence, it is intended that any new Options granted in lieu of surrendered
Options would be exactly identical to the surrendered Options if such
surrendered Options had originally specified an Option Price equal to the Fair
Market Value of the Common Stock on the date the new Options are granted rather
than on the date the surrendered Options were granted.  Thus, for example, the
Optionee will vest in such newly granted Options on the same date and in the
same manner as he would have vested in the surrendered Options, the Optionee
will be able to exercise the newly granted Options on the same date and in the
same manner as he would have vested in the surrendered Options, and the
Optionee's newly granted Options shall expire on the same date and in the same
manner as would his surrendered Options.


                                   ARTICLE 6
                        TERMS AND CONDITIONS OF OPTIONS

     Options granted hereunder and Option Agreements shall comply with and be
subject to the following terms and conditions:

     6.1  Requirement of Option Agreement.  Upon the grant of an Option
hereunder, the Committee shall prepare (or cause to be prepared) an Option
Agreement.  The Committee shall present such Option Agreement to the Optionee.
Upon execution of such Option Agreement by the Optionee, such Option shall be
deemed to have been granted effective as of the date of grant.  The failure of
the Optionee to execute the Option Agreement within 30 days after the date of
the receipt of same shall render the Option Agreement and the underlying Option
null and void ab initio.

     6.2  Optionee and Number of Shares.  Each Option Agreement shall state the
name of the Optionee and the total number of shares of the Common Stock to which
it pertains, the Option Price, the Beneficiary of the Optionee, and the date as
of which the Option was granted under this Plan.

     6.3  Vesting.  Each Option shall first become exercisable (i.e., vested)
with respect to such portions of the shares subject to such Option as are
specified in the schedule set forth hereinbelow:

     (a) Commencing as of the first anniversary of the date the Option is
granted, the Optionee shall have the right to exercise the Option with respect
to, and to thereby purchase, 25% of the shares subject to such Option.  Prior to
said date, the Option shall be unexercisable in its entirety.

     (b) Commencing as of the second anniversary of the date the Option is
granted, the Optionee shall have the right to exercise the Option with respect
to, and to thereby purchase, an additional 25% of the shares subject to the
Option.

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     (c) Commencing as of the third anniversary of the date the Option is
granted, the Optionee shall have the right to exercise the Option with respect
to, and to thereby purchase, an additional 25% of the shares subject to the
Option.

     (d) Commencing as of the fourth anniversary of the date the Option is
granted, the Optionee shall have the right to exercise the Option with respect
to, and to thereby purchase, the remainder of the shares subject to such Option.

     (e) Notwithstanding subsections (a) through (d) above, any Options
previously granted to an Optionee shall become immediately vested and
exercisable for 100% of the number of shares subject to the Options upon the
Optionee's becoming Disabled or upon his death or upon a Change in Control.

Other than as provided above, if an Optionee ceases to be a Director of the
Company, his rights with regard to all non-vested Options shall cease
immediately.

     6.4  Option Price.  The Option Price of the shares of Common Stock
underlying each Option shall be the Fair Market Value of the Common Stock on the
date the Option is granted.  Upon execution of an Option Agreement by both the
Company and Optionee, the date as of which the Option was granted under this
Plan as noted in the Option Agreement shall be considered the date on which such
Option is granted.

     6.5  Terms of Options.  Terms of Options granted under the Plan shall
commence on the date of grant and shall expire on such date as the Committee may
determine for each Option; provided, in no event shall any Option be exercisable
after ten years from the date the Option is granted.  No Option shall be granted
hereunder after ten years from the earlier of (a) the date the Plan is approved
by the shareholders, or (b) the date the Plan is adopted by the Board.

     6.6  Terms of Exercise.  The exercise of an Option may be for less than the
full number of shares of Common Stock subject to such Option, but such exercise
shall not be made for less than (i) 100 shares or (ii) the total remaining
shares subject to the Option, if such total is less than 100 shares.  Subject to
the other restrictions on exercise set forth herein, the unexercised portion of
an Option may be exercised at a later date by the Optionee.

     6.7  Method of Exercise.  All Options granted hereunder shall be exercised
by written notice directed to the Secretary of the Company at its principal
place of business or to such other person as the Committee or the Secretary of
the Company may direct.  Each notice of exercise shall identify the Option which
the Optionee is exercising (in whole or in part) and shall be accompanied by
payment of the Option Price for the number of shares specified in such notice
and by any documents required by Section 8.1.  The Company shall make delivery
of such shares within a reasonable period of time; provided, if any law or
regulation requires the Company to take any action (including, but not limited
to, the filing of a registration statement under the 1933 Act and causing such
registration statement to become effective) with respect to the shares specified
in such notice before the issuance thereof, then the date of delivery of such
shares shall be extended for the period necessary to take such action.

     6.8  Medium and Time of Payment.

     (a) The Option Price shall be payable upon the exercise of the Option in an
amount equal to the number of shares then being purchased times the per share
Option Price.  Payment, at the

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election of the Optionee (or his Beneficiary as provided in subsection (c) of
Section 6.9), shall be (A) in cash; (B) by delivery to the Company of a
certificate or certificates for shares of the Common Stock duly endorsed for
transfer to the Company with signature guaranteed by a member firm of a national
stock exchange or by a national or state bank or a federally chartered thrift
institution (or guaranteed or notarized in such other manner as the Committee
may require); (C) by instructing the Company to retain shares of Common Stock
upon the exercise of the Option with a Fair Market Value equal to the exercise
price as payment; or (D) by a combination of (A), (B) and (C).

     (b) If all or part of the Option Price is paid by delivery or withholding
of shares of the Common Stock, on the date of such payment, the Optionee must
have held such shares for at least six months from (i) the date of acquisition,
in the case of shares acquired other than through a stock option or other stock
award plan, or (ii) the date of grant or award in the case of shares acquired
through such a plan; and the value of such Common Stock (which shall be the Fair
Market Value of such Common Stock on the date of exercise) shall be less than or
equal to the total Option Price payment.  If the Optionee delivers Common Stock
with a value that is less than the total Option Price, then such Optionee shall
pay the balance of the total Option Price in cash.

     (c) In addition to the payment of the purchase price of the shares then
being purchased, an Optionee also shall pay in cash (or have withheld from his
normal pay) an amount equal to, or by instructing the Company to retain Common
Stock upon the exercise of the Option with a Fair Market Value equal to, the
amount, if any, which the Company at the time of exercise is required to
withhold under the income tax or Federal Insurance Contributions Act tax
withholding provisions of the Code, of the income tax laws of the state of the
Optionee's residence, and of any other applicable law.

     6.9  Effect of Termination of Service, Disability or Death.  Except as
provided in subsections (a), (b) and (c)  below, no Option shall be exercisable
unless the Optionee thereof shall have been a Director from the date of the
granting of the Option until the date of exercise; provided, the Committee, in
its sole discretion, may waive the application of this Section and, instead, may
provide a different expiration date or dates in an Option Agreement.

     (a) Termination of Service.  In the event an Optionee ceases to be a
Director for any reason other than death or Disability, any Option or
unexercised portion thereof granted to him shall terminate on and shall not be
exercisable after the earliest to occur of (i) the expiration date of the
Option, (ii) three months after the date the Optionee ceases to be a Director or
(iii) the date on which the Company gives notice to such Optionee of termination
of his service as a Director if service is terminated by the Company or by its
shareholders for Cause (an Optionee's resignation in anticipation of termination
of service by the Company or by its shareholders for Cause shall constitute a
notice of termination by the Company); provided, the Committee may provide in
the Option Agreement that such Option or any unexercised portion thereof shall
terminate sooner. Notwithstanding the foregoing, in the event that an Optionee's
service as a Director terminates for a reason other than death or Disability at
any time after a Change of Control, the term of all Options of that Optionee
shall be extended through the end of the three-month period immediately
following the date of such termination of service.  Prior to the earlier of the
dates specified in the preceding sentences of this subsection (a), the Option
shall be exercisable only in accordance with its terms and only for the number
of shares exercisable on the date of termination of service as a Director.  The
question of whether an authorized leave of absence or absence for military or
government service or for any other reason shall constitute a termination of
service as a Director for purposes of the Plan shall be determined by the
Committee, which determination shall be final and conclusive.

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     (b) Disability.  Upon the termination of an Optionee's service as a
Director due to Disability, any Option or unexercised portion thereof granted to
him which is otherwise exercisable shall terminate on and shall not be
exercisable after the earlier to occur of (i) the expiration date of such
Option, or (ii) one year after the date on which such Optionee ceases to be a
Director due to Disability; provided, the Committee may provide in the Option
Agreement that such Option or any unexercised portion thereof shall terminate
sooner.  Prior to the earlier of such date, such Option shall be exercisable
only in accordance with its terms and only for the number of shares exercisable
on the date such Optionee's service as a Director ceases due to Disability.

     (c) Death.  In the event of the death of the Optionee (i) while he is a
Director, (ii) within three months after the date on which such Optionee's
service as a Director is terminated (for a reason other than Cause) as provided
in subsection (a) above, or (iii) within one year after the date on which such
Optionee's service as a Director terminated due to his Disability, any Option or
unexercised portion thereof granted to him which is otherwise exercisable may be
exercised by the Optionee's Beneficiary at any time prior to the expiration of
one year from the date of death of such Optionee, but in no event later than the
date of expiration of the option period; provided, the Committee may provide in
the Option Agreement that such Option or any unexercised portion thereof shall
terminate sooner.  Such exercise shall be effected pursuant to the terms of this
Section as if such Beneficiary is the named Optionee.

     6.10  Restrictions on Transfer and Exercise of Options.  No Option shall be
assignable or transferable by the Optionee except (i) by transfer to a
Beneficiary upon the death of the Optionee, or (ii) by transfer from the
Optionee to a spouse, lineal ascendant or lineal descendant of the Optionee or a
spouse of a lineal ascendant or descendant of the Optionee, and any purported
transfer (other than as excepted above) shall be null and void.  After the death
of an Optionee and upon the death of the Optionee's Beneficiary, an Option shall
be transferred only by will or by the laws of descent and distribution.  During
the lifetime of an Optionee, the Option shall be exercisable only by him;
provided, however, that in the event the Optionee is incapacitated and unable to
exercise Options, such Options may be exercised by such Optionee's legal
guardian, legal representative, fiduciary or other representative whom the
Committee deems appropriate based on applicable facts and circumstances.

     6.11  Rights as a Shareholder.  An Optionee shall have no rights as a
shareholder with respect to shares covered by his Option until date of the
issuance of the shares to him and only after the Option Price of such shares is
fully paid.  Unless specified in Article 7, no adjustment will be made for
dividends or other rights for which the record date is prior to the date of such
issuance.

     6.12  No Obligation to Exercise Option.  The granting of an Option shall
impose no obligation upon the Optionee to exercise such Option.

     6.13  Acceleration.  The Committee shall at all times have the power to
accelerate the vesting date of Options previously granted under this Plan.

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                                 ARTICLE 7
                   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

          7.1  Recapitalization.  In the event that the outstanding shares of
the Common Stock of the Company are hereafter increased or decreased or changed
into or exchanged for a different number or kind of shares or other securities
of the Company by reason of a recapitalization, reclassification, stock split,
combination of shares or dividend payable in shares of the Common Stock, the
following rules shall apply:

          (a) The Committee shall make an appropriate adjustment in the number
and kind of shares available for the granting of Options under the Plan.

          (b) The Committee also shall make an appropriate adjustment in the
number and kind of shares as to which outstanding Options, or portions thereof
then unexercised, shall be exercisable; any such adjustment in any outstanding
Options shall be made without change in the total price applicable to the
unexercised portion of such Option and with a corresponding adjustment in the
Option Price per share.  No fractional shares shall be issued or optioned in
making the foregoing adjustments, and the number of shares available under the
Plan or the number of shares subject to any outstanding Options shall be the
next lower number of shares, rounding all fractions downward.

          (c) If any rights or warrants to subscribe for additional shares are
given pro rata to holders of outstanding shares of the class or classes of stock
then set aside for the Plan, each Optionee shall be entitled to the same rights
or warrants on the same basis as holders of the outstanding shares with respect
to such portion of his Option as is exercised on or prior to the record date for
determining shareholders entitled to receive or exercise such rights or
warrants.

          7.2  Reorganization. Subject to any required action by the
shareholders, if the Company shall be a party to any reorganization involving
merger, consolidation, acquisition of the stock or acquisition of the assets of
the Company which does not constitute a Change of Control, the Committee, in its
discretion, may declare that:

          (a) any Option granted but not yet exercised shall pertain to and
apply, with appropriate adjustment as determined by the Committee, to the
securities of the resulting corporation to which a holder of the number of
shares of the Common Stock subject to such Option would have been entitled;

          (b) any or all outstanding Options granted hereunder shall become
immediately nonforfeitable and fully exercisable or vested (to the extent
permitted under federal or state securities laws); and/or

          (c) any or all Options granted hereunder shall become immediately
nonforfeitable and fully exercisable or vested (to the extent permitted under
federal or state securities laws) and are to be terminated after giving at least
30 days' notice to the Optionees to whom such Options have been granted.

          7.3  Dissolution and Liquidation.  If the Board adopts a plan of
dissolution and liquidation that is approved by the shareholders of the Company,
the Committee shall give each Optionee written notice of such event at least ten
days prior to its effective date, and the rights of all Optionees shall become

                                       11
<PAGE>
 
immediately nonforfeitable and fully exercisable or vested (to the extent
permitted under federal or state securities laws).

          7.4  Limits on Adjustments.  Any issuance by the Company of stock of
any class, or securities convertible into shares of stock of any class, shall
not affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of the Common Stock subject to any Option, except
as specifically provided otherwise in this Article.  The grant of Options
pursuant to the Plan shall not affect in any way the right or power of the
Company to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure or to merge, consolidate or dissolve, or to
liquidate, sell or transfer all or any part of its business or assets.  All
adjustments the Committee makes under this Article shall be conclusive.


                                   ARTICLE 8
               AGREEMENT BY OPTIONEE AND SECURITIES REGISTRATION

          8.1  Agreement.  If, in the opinion of counsel to the Company, such
action is necessary or desirable, no Options shall be granted to any Optionee,
and no Option shall be exercisable, unless, at the time of grant or exercise, as
applicable, such Optionee (i) represents and warrants that he will acquire the
Common Stock for investment only and not for purposes of resale or distribution,
and (ii) makes such further representations and warranties as are deemed
necessary or desirable by counsel to the Company with regard to holding and
resale of the Common Stock.  The Optionee shall, upon the request of the
Committee, execute and deliver to the Company an agreement or affidavit to such
effect.  Should the Committee have reasonable cause to believe that such
Optionee did not execute such agreement or affidavit in good faith, the Company
shall not be bound by the grant of the Option or by the exercise of the Option.
All certificates representing shares of Common Stock issued pursuant to the Plan
shall be marked with the following restrictive legend or similar legend, if such
marking, in the opinion of counsel to the Company, is necessary or desirable:

     The shares represented by this certificate [have not been registered under
     the Securities Act of 1933, as amended, or the securities laws of any state
     and] are held by an "affiliate" (as such term is defined in Rule 144
     promulgated by the Securities and Exchange Commission under the Securities
     Act of 1933, as amended) of the Corporation. Accordingly, these shares may
     not be sold, hypothecated, pledged or otherwise transferred except (i)
     pursuant to an effective registration statement under the Securities Act of
     1933, as amended, and any applicable securities laws or regulations of any
     state with respect to such shares, (ii) in accordance with Securities and
     Exchange Commission Rule 144, or (iii) upon the issuance to the Corporation
     of a favorable opinion of counsel or the submission to the Corporation of
     such other evidence as may be satisfactory to the Corporation that such
     proposed sale, assignment, encumbrance or other transfer will not be in
     violation of the Securities Act of 1933, as amended, or any applicable
     securities laws of any state or any rules or regulations thereunder.  Any
     attempted transfer of this certificate or the shares represented hereby
     which is in violation of the preceding restrictions will not be recognized
     by the Corporation, nor will any transferee be recognized as the owner
     thereof by the Corporation.

If the Common Stock is (A) held by an Optionee who ceases to be an "affiliate,"
as that term is defined in Rule 144 of the 1933 Act, or (B) registered under the
1933 Act and all applicable state securities laws and regulations as provided in
Section 8.2, the Committee, in its discretion and with the advice of counsel,
may dispense with or authorize the removal of the restrictive legend set forth
above or the portion thereof which is inapplicable.

          8.2  Registration.  In the event that the Company in its sole
discretion shall deem it necessary or advisable to register, under the 1933 Act
or any state securities laws or regulations, any shares with respect to

                                       12
<PAGE>
 
which Options have been granted hereunder, then the Company shall take such
action at its own expense before delivery of the certificates representing such
shares to an Optionee.  In such event, and if the shares of Common Stock of the
Company shall be listed on any national securities exchange or on Nasdaq at the
time of the exercise of any Option, the Company shall make prompt application at
its own expense for the listing on such stock exchange or Nasdaq of the shares
of Common Stock to be issued.


                                   ARTICLE 9
                                 EFFECTIVE DATE

          The Plan shall be effective as of the Effective Date, and no Options
shall be granted hereunder prior to said date.  Adoption of the Plan shall be
approved by the shareholders of the Company at the earlier of (i) the annual
meeting of the shareholders of the Company which immediately follows the date of
the first grant or award of Options hereunder, or (ii) 12 months after the
adoption of the Plan by the Board.  Shareholder approval shall be made by a
majority of the votes cast at a duly held meeting at which a quorum representing
a majority of all outstanding voting stock is, either in person or by proxy,
present and voting on the Plan, or by the written consent in lieu of a meeting
of the holders of a majority of the outstanding voting stock or such greater
number of shares of voting stock as may be required by the Company's articles or
certificate of incorporation and bylaws and by applicable law; provided,
however, such shareholder approval, whether by vote or by written consent in
lieu of a meeting, must be solicited substantially in accordance with the rules
and regulations in effect under Section 14(a) of the 1934 Act.  Failure to
obtain such approval shall render the Plan and any Options granted hereunder
null and void ab initio.


                                   ARTICLE 10
                           AMENDMENT AND TERMINATION

          10.1  Amendment and Termination By the Board.  Subject to Section 10.2
below, the Board shall have the power at any time to add to, amend, modify or
repeal any of the provisions of the Plan, to suspend the operation of the entire
Plan or any of its provisions for any period or periods or to terminate the Plan
in whole or in part.  In the event of any such action, the Board shall prepare
written procedures which shall govern the administration of the Plan resulting
from such addition, amendment, modification, repeal, suspension or termination.

          10.2  Restrictions on Amendment and Termination.  Notwithstanding the
provisions of Section 10.1 above, no addition, amendment, modification, repeal,
suspension or termination shall adversely affect, in any way, the rights of the
Optionees who have outstanding Options without the consent of such Optionees.


                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS

          11.1  Application of Funds.  The proceeds received by the Company from
the sale of the Common Stock subject to the Options granted hereunder will be
used for general corporate purposes.

          11.2  Notices.  All notices or other communications by an Optionee to
the Committee pursuant to or in connection with the Plan shall be deemed to have
been duly given when received in the form specified by the Committee at the
location, or by the person, designated by the Committee for the receipt thereof.

                                       13
<PAGE>
 
          11.3  Term of Plan.  Subject to the terms of Article 10, the Plan
shall terminate upon the later of (i) the complete exercise or lapse of the last
outstanding Option, or (ii) the last date upon which Options may be granted
hereunder.

          11.4  Compliance with Rule 16b-3.  This Plan is intended to be
administered and operated in compliance with the requirements of Rule 16b-3 as
promulgated under Section 16 of the 1934 Act.

          11.5  Governing Law.  The Plan shall be governed by and construed in
accordance with the laws of the State of Georgia.

          11.6  Additional Provisions By Committee.  The Option Agreements
authorized under the Plan may contain such other provisions, including, without
limitation, restrictions upon the exercise of an Option, as the Committee shall
deem advisable.

          11.7  Plan Document Controls.  In the event of any conflict between
the provisions of an Option Agreement and the Plan, the Plan shall control.

          11.8  Gender and Number.  Wherever applicable, the masculine pronoun
shall include the feminine pronoun, and the singular shall include the plural.

          11.9  Headings.  The titles in this Plan are inserted for convenience
of reference; they constitute no part of the Plan and are not to be considered
in the construction hereof.

          11.10  Legal References.  Any references in this Plan to a provision
of law which is, subsequent to the Effective Date of this Plan, revised,
modified, finalized or redesignated, shall automatically be deemed a reference
to such revised, modified, finalized or redesignated provision of law.

          11.11  No Rights to Perform Services.  Nothing contained in the Plan,
or any modification thereof, shall be construed to give any individual any
rights to perform services for the Company or any parent or subsidiary
corporation of the Company.

          11.12  Unfunded Arrangement.  The Plan shall not be funded, and except
for reserving a sufficient number of authorized shares to the extent required by
law to meet the requirements of the Plan, the Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any grant under the Plan.

             ADOPTED BY BOARD OF DIRECTORS ON __________ ___ , 1997

             APPROVED BY SHAREHOLDERS AS OF ____________ ___, 1997

                                       14
<PAGE>
 
                                   EXHIBIT A

                                 NONQUALIFIED STOCK OPTION NO. __________



                                NOVA CORPORATION
                        1996 DIRECTORS STOCK OPTION PLAN

                      NONQUALIFIED STOCK OPTION AGREEMENT


          This Nonqualified Stock Option Agreement (the "Agreement") is entered
into as of the ____ day of ___________________,   ________, by and between NOVA
Corporation (the "Company") and
_______________________________________________________   ("Optionee").


                              W I T N E S S E T H:

          WHEREAS, the Company (which term as used herein shall include any
parent or subsidiary of the Company) has adopted the NOVA Corporation 1996
Directors Stock Option Plan (the "Plan") which is administered by the Company's
Board of Directors (the "Committee"); and

          WHEREAS, effective as of _________________,   _______, the Committee
granted to Optionee a nonqualified stock option under, and in accordance with,
the terms of the Plan to reward Optionee for his efforts on behalf of the
Company and to encourage his continued loyalty and diligence; and

          WHEREAS, to comply with the terms of the Plan and to further the
interests of the Company and Optionee, the parties hereto have set forth the
terms of such option in writing in this Agreement;

          NOW, THEREFORE, for and in consideration of the premises and mutual
promises herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the parties agree as follows:

          1.  Grant of Option.  Effective as of _________________,   ________,
the Optionee was granted a nonqualified stock option under the Plan.  Under that
option and subject to the terms and conditions set forth herein, Optionee shall
have the right to purchase _______ shares of the common stock of the Company
(the "Common Stock"); such _______ shares hereinafter are referred to as the
"Optioned Shares", and this option hereinafter is referred to as the "Option".
The Option is intended to be a nonqualified stock option.

          2.  Option Price.  The price per share for each of the Optioned Shares
shall be $________________   (the "Option Price"), which is 100% of the per
share Fair Market Value of the Optioned Shares on the date of grant specified
above.

          3.  Exercise of Option.

          (a) General.  The Option may be exercised by Optionee's delivery to
the Secretary of the Company of a written notice of exercise executed by
Optionee (the "Notice of Exercise").  The Notice of Exercise shall be
substantially in the form set forth as Appendix A, attached hereto and made a
part hereof, and shall identify the Option and the number of Optioned Shares
that are being exercised.

                                       1
<PAGE>
 
          (b) Beginning of Exercise Period.  The Option first shall become
exercisable (i.e., vested) according to the following schedule; provided, if
Optionee ceases to be a director of the Company, his rights with regard to all
non-vested Options under this schedule shall cease immediately; and further
provided, Optionee's rights with regard to all non-vested Options shall cease at
such time and upon such terms and conditions, if any, as are set forth in
Attachment I attached hereto and made a part hereof:

          (i) As of the first anniversary of the date of grant of the Option,
Optionee shall have the right to exercise 25% of the Optioned Shares;

          (ii) As of the second anniversary of the date of grant of the Option,
Optionee shall have the right to exercise an additional 25% of the Optioned
Shares;

          (iii)  As of the third anniversary of the date of grant of the Option,
Optionee shall have the right to exercise an additional 25% of the Optioned
Shares; and

          (iv) As of the fourth anniversary of the date of grant of the Option,
Optionee shall have the right to exercise the remainder of the Optioned Shares.

Notwithstanding the foregoing, the Option shall become 100% vested immediately
upon the death or Disability of Optionee or upon a Change of Control of the
Company.

          (c) Partial Exercise.  Optionee may exercise the Option for less than
the full number of exercisable Optioned Shares, but such exercise may not be
made for less than 100 shares or the total remaining shares subject to the
Option, if less than 100 shares.

          4.  Termination of Option.  Notwithstanding any provisions to the
contrary herein, and except as otherwise specified in Attachment I (if any)
hereto, the Option shall not be exercisable either in whole or in part after the
earliest of:

          (a)  Ten years from the date of grant;

          (b) The date that is immediately prior to the first anniversary of the
date on which Optionee dies (i) while a director of the Company, (ii) within the
three-month period that begins on the date on which Optionee ceases to be a
director of the Company for any reason other than death or Disability or (iii)
within the one-year period that begins on the date on which Optionee ceases to
be a director of the Company due to Disability;

          (c) The date of expiration of the one-year period that begins on the
date on which Optionee ceases to be a director of the Company due to Disability;
provided, if Optionee dies during such one-year period, the terms of subsection
(b) shall control;

          (d) The date of expiration of the three-month period that begins on
the date on which Optionee ceases to be a director of the Company for any reason
other than death or Disability; provided, if Optionee dies during such three-
month period, the terms of subsection (b) shall control;

          (e) The date on which the Company gives notice (or is deemed to have
given notice) to Optionee of his termination of service as a director for Cause,
all as described in Section 6.9(a) of the Plan; or

          (f) Such other earlier date as may be required
under the terms of the Plan or set forth in Attachment I hereto.

                                       2
<PAGE>
 
          5.  Option Non-Transferable.  The Option shall not be transferable by
Optionee other than by (i) by transfer to a Beneficiary upon the death of the
Optionee, or (ii) by transfer from the Optionee to a spouse, lineal ascendant or
lineal descendant of the Optionee or a spouse of a lineal ascendant or
descendant of the Optionee, and any purported transfer (other than as excepted
above) shall be null and void.  After the death of the Optionee and upon the
death of the Optionee's Beneficiary, the Option may be transferred by will or by
the laws of descent and distribution.  During the lifetime of Optionee, the
Option shall be exercisable only by Optionee (or, if he becomes disabled or
otherwise incapacitated, by the guardian of his property or his duly appointed
attorney-in-fact), and shall not be assignable or transferable by Optionee and,
subject to Section 6 hereof, no other person shall acquire any rights in the
Option.

          6.  Death of Optionee and Transfer of Option.  Except as otherwise
specified in Attachment I (if any) hereto, in the event of the death of Optionee
while a director of the Company, within a period of one year after the
termination of his service as a director of the Company due to Disability, or
within a three-month period after the director ceases to be a director of the
Company for any reason other than for Cause, all or any of the unexercised
portion of the Option owned by the deceased Optionee may be exercised by
Optionee's Beneficiary at any time prior to the first anniversary of the date of
the death of Optionee, but in no event later than the date as of which such
Option expires pursuant to Section 4 hereof.  Such exercise shall be effected in
accordance with the terms hereof as if such Beneficiary was Optionee herein.
The Optionee agrees that the following individual shall initially be his
Beneficiary:

        Name:     ________________________________
        Address:  ________________________________
                  ________________________________        
                  ________________________________

Any subsequent modification of the Optionee's Beneficiary shall be made pursuant
to the terms and provisions of the Plan.

          7.  Medium and Time of Payment of Option Price.

          (a) General.  The Option Price shall be payable by Optionee (or his
Beneficiary in accordance with Section 6 hereof) upon exercise of the Option and
shall be paid in cash, in shares of the Common Stock or by instructing the
Company to retain shares of Common Stock as payment, or any combination thereof.

          (b) Payment in Shares of the Common Stock.  If Optionee pays all or
part of the Option Price with shares of the Common Stock, the following
conditions shall apply:

          (i) Optionee shall deliver to the Secretary of the Company a
certificate or certificates for shares of the Common Stock duly endorsed for
transfer to the Company with signature guaranteed by a member firm of a national
stock exchange or by a national or state bank (or guaranteed or notarized in
such other manner as the Committee may require);

          (ii) Optionee must have held any shares of the Common Stock used to
pay the Option Price for at least six months prior to the date such payment is
made;

          (iii)  Such shares shall be valued on the basis of the fair market
value of the Common Stock on the date of exercise pursuant to the terms of the
Plan; and

          (iv) The value of such Common Stock shall be less than or equal to the
Option Price.  If Optionee delivers Common Stock with a value that is less than
the Option Price, then Optionee shall pay the balance of the Option Price in a
form allowed under subsection (a) above.

                                       3
<PAGE>
 
In addition to the payment of the Option Price, Optionee also shall pay in cash
(or have withheld from his normal pay) an amount equal to, or by instructing the
Company to retain Common Stock upon the exercise of the Option with a Fair
Market Value equal to, the amount, if any, which the Company at the time of
exercise is required to withhold under the income tax and FICA withholding
provisions of the Code and of the income tax laws of the state of Optionee's
residence.

          8.  Agreement of Optionee.  Optionee acknowledges that he has read
Article 8 of the Plan and understands that certain restrictions may apply with
respect to shares of the Common Stock acquired by him pursuant to his exercise
of the Option (including restrictions on resale applicable to "affiliates" under
Rule 144 of the Securities Act of 1933, as amended, and restrictions on resale
applicable to shares of the Common Stock that have not been registered under the
Securities Act of 1933, as amended, and applicable state securities laws).
Optionee hereby agrees to execute such documents and take such actions as the
Company may require with respect to state and federal securities laws and any
restrictions on the resale of such shares which may pertain.

          9.  Delivery of Stock Certificates.  As promptly as practical after
the date of exercise of the Option and the receipt by the Company of full
payment therefor, the Company shall deliver to Optionee a stock certificate
representing the shares of the Common Stock acquired by Optionee pursuant to his
exercise of the Option.

          10.  Notices.  All notices or other communications hereunder shall be
in writing and shall be effective (i) when personally delivered by courier
(including overnight carriers) or otherwise to the party to be given such notice
or other communication or (ii) on the third business day following the date
deposited in the United States mail if such notice or other communication is
sent by certified or registered mail with return receipt requested and postage
thereon fully prepaid.  The addresses for such notices shall be as follows:

          If to the Company:

                NOVA Corporation
                Attention: General Counsel
                Five Concourse Parkway
                Suite 700
                Atlanta, Georgia  30328

          If to Optionee:

                __________________________
                __________________________
                __________________________
                __________________________

Any party hereto, by notice of the other party hereunder, may change its address
for receipt of notices hereunder.

          11.  Other Terms and Conditions.  In addition to the terms and
conditions set forth herein, the Option is subject to and governed by the other
terms and conditions set forth in the Plan which is hereby incorporated by
reference.  In the event of any conflict between the provisions of this
Agreement and the Plan, the Plan shall control.  In the event of any conflict
between the provisions of this Agreement and Attachment I, Attachment I shall
control.

                                       4
<PAGE>
 
          12.  Miscellaneous.

          (a) The granting of the Option and the execution of this Agreement
shall not give Optionee any rights to similar grants in future years or any
right to be retained in the service of the Company or to interfere in any way
with the right of the Company to terminate Optionee's services at any time.

          (b) Unless and except as otherwise specifically provided in this
Agreement, Optionee shall have no rights of a stockholder with respect to any
shares covered by the Option until the date of issuance of a stock certificate
to him for such shares.

          (c) If any term, provision, covenant or restriction contained in this
Agreement is held by a court or a federal regulatory agency of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions contained in this Agreement shall remain
in full force and effect, and shall in no way be affected, impaired or
invalidated.  If for any reason such court or regulatory agency determines that
this Agreement will not permit Optionee to acquire the full number of Optioned
Shares as provided in Section 1 hereof, it is the express intention of the
Company to allow Optionee to acquire such lesser number of shares as may be
permissible without any amendment or modification hereof.

          (d) This Agreement shall be construed and enforced in accordance with
the laws of the State of Georgia.

          (e) This Agreement, together with the Plan, contains the entire
understanding among the parties and supersedes any prior understanding and
agreements between them representing the subject matter hereof.  There are no
representations, agreements, arrangements or understandings, oral or written,
between and among the parties hereto relating to the subject matter hereof which
are not fully expressed herein, or in the Plan.

          (f) Section and other headings contained in this Agreement are for
reference purposes only and are in no way intended to describe, interpret,
define or limit the scope, extent or intent of this Agreement or any provision
hereof.

          (g) This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original and all of which shall constitute one
agreement, and the signatures of any party or any counterpart shall be deemed to
be a signature to, and may be appended to, any other counterpart.

          (h) All capitalized terms in this Agreement shall be construed in
accordance with their defined terms under the Plan.

                                       5
<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the first date written above.

 
                                 NOVA CORPORATION



                                 By:__________________________________________
                                 Title: ________________________________________



                                 OPTIONEE:


                                 _____________________________________________
                                 Signature

                                 _____________________________________________
                                 Print or type name

                                       6
<PAGE>
 
                                 NONQUALIFIED STOCK OPTION NO. __________



                                NOVA CORPORATION
                        1996 DIRECTORS STOCK OPTION PLAN

                      NONQUALIFIED STOCK OPTION AGREEMENT


                                  ATTACHMENT I
                ADDITIONAL TERMS AND PROVISIONS REGARDING OPTION
<PAGE>
 
                                   APPENDIX A

                                NOVA CORPORATION
                        1996 DIRECTORS STOCK OPTION PLAN


           NOTICE OF EXERCISE FOR NONQUALIFIED STOCK OPTION AGREEMENT


          This Notice of Exercise is given pursuant to the terms of the
Nonqualified Stock Option Agreement, dated __________________,   ________,
between NOVA Corporation (the "Company") and the undersigned Optionee (the
"Agreement"), which Agreement represents Nonqualified Stock Option No. ________
and which is made a part hereof and incorporated herein by reference.

          EXERCISE OF OPTION.  Optionee hereby exercises his option to purchase
_______ of his Optioned Shares.  Optionee hereby delivers, or has instructed the
Company to retain, as the case may be, together with this written statement of
exercise, the full Option Price with respect to the exercised Optioned Shares,
which consists of:  [COMPLETE ONLY ONE]

          [_] cash in the total amount of $________________.

          [_] ________ shares of the Company's Common Stock delivered to 
              the Company.

          [_] ________ shares of the Company's Common Stock retained by 
              the Company.

          [_] cash in the total amount of $_________________ and
              _________ shares of the Company's Common Stock, delivered or 
              retained.


          ACKNOWLEDGMENT.  Optionee hereby acknowledges that, to the extent he
is an "affiliate" of the Company (as that term is defined in Rule 144
promulgated under the Securities Act of 1933, as amended) or to the extent that
the Optioned Shares have not been registered under the Securities Act of 1933,
as amended, or applicable state securities laws, any shares of the Company's
Common Stock acquired by him as a result of his exercise of the Option pursuant
to this Notice are subject to, and the certificates representing such shares
shall be legended to reflect, certain trading restrictions under applicable
securities laws (including particularly the Securities and Exchange Commission's
Rule 144), all as described in Article 8 of the Plan, and Optionee hereby agrees
to comply with all such restrictions and to execute such documents or take such
other actions as the Company may require in connection with such restrictions.

          Executed this ______ day of _________________, ________.

                                 OPTIONEE:

                                 _____________________________________________
                                 Signature

                                 _____________________________________________
                                 Print or Type Name

          NOVA Corporation hereby acknowledges receipt of this Notice of
Exercise and receipt of payment in the form and amount indicated above, all on
this ______ day of ____________________,   ________.

                                 NOVA CORPORATION


                                 By:
                                    __________________________________________

                                 Title:
                                       _______________________________________