<PAGE>


                        AGREEMENT REGARDING VESTING AND
                          ADJUSTMENT OF STOCK OPTIONS


     This Agreement is entered into on June 25, 1996, between Parris H. 
Holmes, Jr. ("Employee"), U.S. Long Distance Corp., a Delaware corporation 
(the "Company"), and Billing Information Concepts Corp., a Delaware 
corporation ("Billing"), but effective as of the date of distribution of the 
common stock of Billing to holders of the Company's common stock (the 
"Distribution Date"). Since the effectiveness of this Agreement is expressly 
contingent on the spinoff of Billing through its distribution to the 
Company's stockholders, if such condition precedent does not occur as 
anticipated by the parties hereto, this Agreement will be void AB INITIO, and 
the prior agreement regarding vesting of stock options entered into between 
the parties will remain in full force and effect.

     WHEREAS, Employee has been granted and may hereafter be granted options 
under the Company's 1990 Employee Stock Option Plan (as amended from time to 
time, the "Option Plan") to acquire shares of common stock, $.01 par value, 
of the Company; and

     WHEREAS, Billing and Employee have entered into an Amended and Restated 
Employment Agreement on June 25, 1996 to be effective as of the Distribution 
Date (the "Employment Agreement"); and

     WHEREAS, as contemplated in the Employment Agreement, the parties desire 
that (i) options granted to Employee under the Option Plan ("Options") become 
fully exercisable by Employee upon the Distribution Date, (ii) Options 
granted prior to the Distribution Date be adjusted in exercise price and/or 
number, as may be appropriately determined by the Company in good faith, to 
prevent diminution in value of the Options granted to Employee prior to the 
Distribution Date as a result of the spinoff of Billing, taking into 
consideration options granted to Employee by a stock option plan to be 
established by Billing (the "Billing Option Plan"), and (iii) that all 
previously granted Options be exercisable until two years following the 
Distribution Date, notwithstanding any employment requirement otherwise 
required under the Option Plan; and

     WHEREAS, in consideration of Employee's efforts in increasing the value 
of Billing prior to the Distribution Date, and in order to prevent diminution 
in value of Options previously granted to Employee, Billing desires to 
establish the Billing Option Plan and to grant Employee options to purchase 
shares of Billing's common stock ("Billing Options") under terms and 
conditions substantially identical to Options previously granted to Employee 
by the Company (without an employment requirement limiting the exercise 
period, unless and until Employee becomes an employee of Billing), ratably 
adjusted in good faith by Billing to ensure that following the Distribution 
Date Employee will have Options and Billing Options which, taken in 
aggregate, provide that same economic benefit to Employee as Options 
previously granted to Employee prior to the Distribution Date;

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     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency 
of which are hereby acknowledged, notwithstanding any provisions to the 
contrary contained in resolutions granting or agreements governing Options 
heretofore granted to Employee under the Option Plan, conditioned expressly 
upon the distribution of the common stock of Billing to holders of the 
Company's common stock as of the Distribution Date, then, in any such event, 
immediately upon the Distribution Date, (i) all Options which have not lapsed 
shall become fully vested and exercisable (if not already vested and 
exercisable) by Employee for the remainder of the exercise period established 
under the Option Plan, or two years following the Distribution Date, 
whichever occurs later, (ii) the Company shall, in good faith, cause the 
Options to be adjusted in exercise price or number so as to prevent any 
diminution in the value of the Options as a result of the spinoff of Billing, 
taking into consideration options granted to Employee by a stock option plan 
to be established by Billing; and (iii) Billing shall cause to be granted to 
Employee Billing Options determined by Billing, in good faith, in such amount 
and at such exercise prices when, taken in aggregate with Options previously 
granted to Employee and as subsequently adjusted as provided herein, prevent 
any diminution in value of the Options previously granted to Employee prior 
to the Distribution Date as a result of the spinoff of Billing, such Billing 
Options to be exercisable at such time as originally provided for under the 
Option Plan, without regard to any employment requirement of the Employee at 
Billing (unless Employee transfers employment to Billing, in which case the 
employment requirement for exercise shall be applicable from that date 
forward).

     IN WITNESS WHEREOF, the parties have executed this Agreement effective 
as of the date indicated above.

         COMPANY:            U.S. LONG DISTANCE CORP.


                             By:  /s/ LARRY M. JAMES            
                                --------------------------------
                             Name: Larry M. James


         BILLING:            BILLING INFORMATION CONCEPTS CORP.


                             By:  /s/ ALAN W. SALTZMAN          
                                --------------------------------
                             Name: Alan W. Saltzman





         EMPLOYEE:           /s/ PARRIS H. HOLMES, JR.          
                             -----------------------------------
                             PARRIS H. HOLMES, JR.