SUBLEASE

     THIS  SUBLEASE  ("Sublease")  made as of  February 24 , 2000 by and between
FACTORY MUTUAL INSURANCE  COMPANY,  a Rhode Island mutual company,  successor in
interest to Arkwright Mutual Insurance Company  ("Sublandlord")  and AMERICOM ON
LINE.COM, INC. ("Subtenant").

                                    RECITALS

     A.  CarrAmerica  Realty  Corporation,  successor  in interest to  Waterford
Centre,  Ltd.  ("Prime  Landlord') and  Sublandlord are parties to a lease dated
August 5, 1997 (the "Prime  Lease"),  pursuant to which Prime Landlord leases to
Sublandlord approximately 12,575 rentable square feet of space on the 2nd floor.
Suite 200 of the office  building  known as  Waterford  Centre,  located at 5555
Triangle  Parkway,  Norcross  Georgia  (the  "Building"),  as more  particularly
described in the Prime Lease (the "Demised Premises"). A copy of the Prime Lease
is attached hereto as Exhibit A.

     B.  Sublandlord  has agreed to sublet to Subtenant and Subtenant has agreed
to sublet from Sublandlord all of the Demised Premises.

     NOW,  THEREFORE,  in  consideration of the rents herein provided and of the
covenants  and  agreements  herein  contained  and intending to be legally bound
hereby. Sublandlord and Subtenant hereby covenant and agree as follows:

     1. Demise.  Subject to all of the provisions of this Sublease,  Sublandlord
hereby demises and subleases to Subtenant,  and Subtenant hereby takes and hires
from  Sublandlord  the Demised  Premises shown on Exhibit B attached  hereto and
made a part hereof.

     2. Terms of the  Sublease.  The term of this  Sublease  (the "Term")  shall
commence  two (2)  business  days after  Sublandlord  notifies  Subtenant of the
Prince  Landlord's  consent  to this  Sublease  (the  "Commencement  Date")  and
continue through September 14,2002 (the "Expiration Date").

     3. Basic Rent.

     Subtenant  covenants and agrees to pay Sublandlord on the Commencement Date
and on the first day of each  subsequent  calendar  month  during the Term basic
rent at the  following  rates  at a place  designated  by  Sublandlord,  without
set-off, offset, abatement or deduction whatsoever:
<PAGE>



                                             Annual Rent         Monthly Rent

September 1,2000-August 31,2001              $100,000.00           $8,333.33

September 1,2001-September 14,2002           $120,000.00          $10,000.00


     Simultaneously  with  execution  of  this  Sublease,  Subtenant  is  paying
$18,333.33 to Sublandlord  representing  Basic Rent for the period  September 1,
2000 to  September  30,2000 and August 15, 2002 to September  14,  2002.  If the
Expiration Date is not the last day of a month, a prorated  monthly  installment
of Basic Rent shall be paid for the fractional month during which the Expiration
Date occurs.

     4. Incorporation of terms of Prime Lease.

          (a) Except as  provided in Sections  4(b) and 6 of this  Sublease  and
     except as  otherwise  specifically  provided  for  herein,  all the  terms,
     covenants  and  conditions  of  the  Prime  Lease  are  by  this  reference
     incorporated  herein and made a part of this  Sublease  with the same force
     and  effect  as if fully  set  forth  herein,  provided,  however  that for
     purposes of such  incorporation,  (i) the term "Lease" as used in the Prime
     Lease shall refer to this Sublease, (ii) the term "Landlord" as used in the
     Prime Lease shall refer to Sublandlord,  (iii) the term "Tenant" as used in
     the Prime Lease shall refer to Subtenant,  and (iv) the term  "Premises" as
     used in the Prime Lease shall refer to the Subleased Premises. In the event
     of any  inconsistency  between  the  provisions  of this  Sublease  and the
     provisions of the Prime Lease,  as incorporated  herein,  the provisions of
     this Sublease shall control.

          (b) The  following  articles,  sections  of and  exhibits to the Prime
     Lease are not incorporated  herein except to the extent that any provisions
     set forth therein are referred to in this Sublease:  Sections  5(a),  5(b),
     34(a), 34(c), Articles 3, 7, 9, 30, 33 and Exhibit C.

     5. Subject to the Prime Lease.

          (a) This Sublease shall be subject and subordinate .in all respects to
     the  Prime  Lease  and  to  all of its  terms,  covenants  and  conditions.
     Subtenant shall not do, or permit to suffer to be done, any act or omission
     by  Subtenant,  its agents,  employees,  contractors  or invitees  which is
     prohibited  by the Prime  Lease,  or which would  constitute a violation or
     default thereunder,  and Subtenant shall indemnify  Sublandlord and hold it
     harmless from and against any such act, omission,  violation or default. So
     long as  Subtenant  is not in breach of any of its  obligations  under this
     Sublease  after the  expiration of any  applicable  notice and cure period,
     Sublandlord  shall not default in performing any of its  obligations  under
     the Prime Lease beyond any  applicable  notice and cure  period.  Subtenant
     shall  have the same  rights to  quietly  enjoy  the  Demised  Premises  as
     Sublandlord has as tenant under the Prime Lease.

          (b) In all  provisions  of the Prime Lease  requiring  the approval or
     consent  of the  "Landlord,"  Subtenant  shall be  required  to obtain  the
     approval or consent of both Prime Landlord and Sublandlord.

                                       2
<PAGE>

          (c) Should the Prime Lease expire or terminate during the term of this
     Sublease for any reason,  this Sublease shall terminate on the date of such
     expiration  or  termination  of the Prime  Lease,  with the same  force and
     effect as if such expiration or termination date had been specified in this
     Sublease as the expiration date hereof. Sublandlord shall have no liability
     to  Subtenant  in  the  event  of  any  such   expiration  or  termination,
     notwithstanding the reason for such expiration or termination,  except only
     if such expiration or termination is caused by (i) the voluntary  agreement
     of Prime Landlord and Sublandlord or (ii) the default of Sublandlord  under
     the Prime Lease without fault of Subtenant.

     6. Prime Landlord's Obligations.  Notwithstanding  anything to the contrary
in this  Sublease or the Prime Lease,  Sublandlord  shall have no  obligation to
perform any of the terms,  covenants and conditions contained in the Prime Lease
to  be  performed  by  the  Prime  Landlord.  Without  limiting  the  foregoing.
Sublandlord  shall have no  obligation  to provide  any or all of the  services,
utilities,  parking, work alterations,  repairs or maintenance to be provided by
Prime Landlord under the Prime Lease, and Sublandlord  shall in no way be liable
to  Subtenant  for any  failure  of Prime  Landlord  to provide  such  services,
utilities, parking, work, alterations,  repairs or maintenance.  Notwithstanding
the  foregoing,  if Prime  Landlord  fails to provide any  services,  utilities,
parking,  work,  alterations,  repairs or  maintenance  required under the Prime
Lease,  Sublandlord  shall,  upon the written  request of Subtenant,  give Prime
Landlord notice of such failure and seek in good faith to cause Landlord to cure
the failure  (but  without any  requirement  for  Sublandlord  to expend its own
funds).

     7. Indemnity and Insurance.

          (a) Subtenant shall protect,  indemnify and save Sublandlord  harmless
     from and against  all costs,  losses,  damages,  liabilities  and  expenses
     (including, without limitation,  reasonable counsel fees and disbursements)
     of every kind and nature  whatsoever,  incurred by Sublandlord by reason of
     or arising out of (i) any  accident,  death,  injury or damage  which shall
     happen in, on, about or in connection  with, the Subleased  Premises or any
     part  thereof,   or  any  matter   involving  the   condition,   occupancy,
     maintenance, alteration, repair, use, non-use or operation of the Subleased
     Premises or any part  thereof,  (ii) any act or failure to act by Subtenant
     to  perform  or  observe  any  of  the  agreements,   terms,  covenants  or
     coiiditions of the Prime Lease or this Sublease on  Subtenant's  part to be
     performed  or  observed  or (iii) and  failure by  Subtenant  to vacate the
     Subleased  Premises and surrender  the Subleased  Premises in the condition
     required  under this Sublease on or before the expiration or termination of
     this Sublease.

          (b)  Subtenant  shall  provide and maintain  during the Term,  with an
     insurance  company  acceptable  to  Sublandlord  and  Prime  Landlord,  all
     insurance  required by Article 16 of the Prime Lease.  Such insurance shall
     name  Sublandlord  and Prime  Landlord  as  additional  insureds  and shall
     provide  that it may not be  canceled  or amended  except  upon thirty (30)
     days' written notice to Sublandlord  and Prime  Landlord.  Subtenant  shall
     furnish  Sublandlord  and Prime  Landlord  with  certificates  of insurance
     evidencing compliance with the foregoing insurance requirements.

                                       3
<PAGE>

          (c) Each party  hereby  waives any and all rights of recovery  against
     the other party directly or by way of subrogation or otherwise, and against
     the officers, partners, directors, employees, agents and representatives of
     the other  party,  due to the  negligence  of the  other  party or any such
     person for loss or damage to the property of the waiving party or any other
     loss or damage  where  such loss or damage is covered  by the  policies  of
     insurance  required hereunder (whether or not such insurance is in effect )
     or to the  extent  such  loss or damage is  actually  covered  by any other
     insurance  carried  by the  waiving  party.  Each  party  shall  inform its
     respective  insurance  carrier of this waiver in the manner  required  with
     respect to policies issued by such carriers or otherwise  arranged,  to the
     extent  necessary,  so that the coverage  afforded thereby is not adversely
     effected.  The  foregoing  indemnities  and  waivers of  liability  in this
     paragraph 7 shall survive the  expiration,  cancellation  or termination of
     this Sublease.

     8. Notices.

          (a) The  addresses to which notices are to be sent under Section 22 of
     the Prime Lease are as follows:

To Sublandlord:            Factory Mutual Insurance Company
                           225 Wyman Street
                           Waltham, Massachusetts 02451

                           Attention: FM Global Real Estate Department

to Subtenant:              USCI, Inc.
                           6115-A Jimmy Carter Boulevard
                           Norcross, Georgia 30071

                           Attention: Chief Executive Officer

Either  party may  inform  the other in the  manner  provided  for the giving of
notices of any change in address.

          (b)  Whenever in the Prime  Lease  notice is required by the Tenant or
     Landlord thereunder, or notice is required under this Sublease, such notice
     shall be delivered two (2) days prior to the date required  under the Prime
     Lease.  It is the purpose and intent of the foregoing  provision to provide
     Sublandlord  hereunder  with time  within  which to  transmit  to the Prime
     Landlord any notices or demands  received from Subtenant and to transmit to
     Subtenant   any   notices  or  demands   received   from  Prime   Landlord.
     Notwithstanding  the  foregoing,  any notices  required to be  delivered by
     either  Sublandlord or Subtenant under the terms of this sublease which are
     not notices to or from Prime  Landlord under the Prime Lease shall be given
     in a  manner,  and the times  provided  in this  Sublease  (or in the Prime
     Lease)  without  reference  to the  addition  or  subtraction  of  these as
     provided in this paragraph 8(b).

                                       4
<PAGE>

     9. Assignment and Subletting.  Notwithstanding  the provisions of Article 8
of the Prime  Lease,  Subtenant  shall not, by  operation  of law or  otherwise,
assign,  transfer or encumber this Sublease,  nor sublet or permit the Subleased
Premises or any part  thereof to be used by any other  person or entity  without
the  prior  written  consent  in each  instance  of both  Sublandlord  and Prime
Landlord except that Subtenant shall have the right to assign this Sublease to a
company  controlling,  controlled by or under common control with Subtenant with
prior notice to Sublandlord  and Prime Landlord but without any  requirement for
consent.  By approving this Sublease,  Prime Landlord  agrees to be bound by the
foregoing.  In no event  shall any sublet or  assignment  affect the  continuing
direct  and  primary   liability  of  Subtenant   hereunder.   Subtenant  hereby
acknowledges  and  affirms  the terms and  conditions  of Article 8 of the Prime
Lease and the rights of Prime Landlord thereunder.

     10.  Condition of Demised  Premises.  Subtenant  shall accept the Subleased
Premises, on the Commencement Date, in "as is" condition. Subtenant acknowledges
that  no  representations  have  been  made to  Subtenant  with  respect  to the
condition  of the  Subleased  Premises  and that  Subtenant  relied upon its own
examination of the Subleased Premises in entering into this Sublease.

     11.  Alterations.  Subtenant  shall  not make any  additions,  alterations,
changes or  improvements  to the  Subleased  Premises  without the prior written
consent of Sublandlord and, if required under the Prime Lease, Prime Landlord.

     12. Brokers.  Sublandlord and Subtenant each warrants and represents to the
other that it had no dealing with any broker or finder concerning the subletting
of the Subleased  Premises  other than  Colliers,  Cauble and Julian J. Studley,
Inc.  Each party hereto  agrees to indemnify  and hold the other party  harmless
from  any and all  liabilities  and  expenses,  including,  without  limitation,
reasonable attorneys' fees, arising out of claims against the other party by any
other broker,  consultant,  finder or like agent  claiming to have brought about
this  Sublease  based upon the  alleged  acts of the  indemnifying  party.  This
Section 12 shall survive the termination of this Sublease.

     13.  Surrender  of  Subleased  Premises.   At  the  expiration  or  earlier
termination  of the Term,  Subtenant  shall  quit and  surrender  the  Subleased
Premises  broom clean,  in as good  condition as it was at the  beginning of the
Term,  reasonable  wear  and  tear  excepted,  and  shall,  to  the  extent  not
inconsistent with any specific provision of this Sublease, comply with all terms
and conditions of the Prime Lease regarding surrender of the Subleased Premises.
Without  limitation of any of the  foregoing.  Subtenant  shall on or before the
expiration  or  termination  of this  Sublease,  (i) remove  all of  Subtenant's
personal  property and repair any damage  caused by such removal and (ii) remove
all trash and broom sweep the Subleased  Premises.  If any personal  property of
Subtenant  shall remain in the Subleased  Premises after the termination of this
Sublease,  at the election of  Sublandlord,  (i) it shall be deemed to have been
abandoned by Subtenant and may be retained by Sublandlord as its own property or
(ii) such property may be removed and disposed of by  Sublandlord at the expense
of Subtenant. Subtenant's obligation to observe or perform under this Section 13
shall survive the expiration or termination of this Sublease.

                                       5
<PAGE>

     14. No  Waiver.  The  failure of  Sublandlord  to insist in any one or more
instances  upon the  strict  performance  of any of the  covenants,  agreements,
terms, provisions or conditions of this Sublease, or to exercise any election or
option contained herein,  shall not be construed as a waiver or  relinquishment,
in the  future or in any other  instance,  of such  covenant,  agreement,  term,
provisions, condition, election or option.

     15.  Holdover.  If  Subtenant  shall  unlawfully  hold  possession  of  the
Subleased  Premises after the end of the Term of this Sublease,  Subtenant shall
pay to  Sublandlord  the greater of(i) any amounts owed by  Sublandlord to Prime
Landlord as a result of Subtenants'  holding over or (ii) monthly  holdover rent
equal to 200% of the monthly rent payable in the last month of the term.

     Notwithstanding  the  establishment of any holdover  tenancy  following the
expiration  or earlier  termination  of the Term,  if Tenant  fails  promptly to
vacate the Premises at the expiration or earlier termination of the Term, Tenant
shall save Landlord  harmless and indemnified  against any claim,  loss, cost or
expense (including  reasonable  attorneys' fees) arising out of Tenant's failure
promptly to vacate the Premises (or any portion thereof).

     16. Miscellaneous.

          (a) This  Sublease (i)  contains  the entire  agreement of the parties
     with respect to the subject  matter which it covers;  (ii)  supersedes  all
     prior or other negotiations, representations, understandings and agreements
     of, by or between the parties,  which shall be deemed fully merged  herein;
     (iii) shall be construed and governed by the laws of the State in which the
     Building  is  located;  and (iv) may not be changed or  terminated  orally.
     Notwithstanding any provisions of the Prime Lease,  Subtenant shall have no
     right to  expand  the  Demised  Premises  or  extend  the Term  under  this
     Sublease.

          (b) This Sublease may be executed in any number of counterparts,  each
     of  which  shall  be  deemed  to be an  original  and  all of  which  shall
     constitute one and the same instrument.

          (c) The captions  herein are inserted only as a matter of  convenience
     and for  reference  and in no way define,  limit,  construe or describe the
     scope of this Sublease or the meaning or intent of any provision hereof.

          (d) This  Sublease  shall be binding  upon and inure to the benefit of
     the parties hereto and their respective permitted successors and assigns.

     17. Prime Landlord's Consent.  This Sublease shall be of no force or effect
whatsoever,  or be binding in any way, unless and until Prime Landlord has given
its written consent to this Sublease.

                                       6
<PAGE>

     IN WITNESS WHEREOF,  the parties hereto have duly executed this Sublease as
of the day and year first above written.

WITNESS                                     SUBLANDLORD

                                            FACTORY MUTUAL INSURANCE
                                            COMPANY, successor in interest to
                                            Arkwright Mutual Insurance Company


                                            Name:
                                            Title

WITNESS

                                            SUBTENANT
                                            AMERICOM ON LINE


                                            By:
                                            Title:

                                       7