PURCHASE AND ASSIGNMENT OF CLAIM

     This  PURCHASE  AND  ASSIGNMENT  AGREEMENT  (the  "Agreement")  is made and
entered into as of this 28th day of April, 2000 by FOOTHILL CAPITAL CORPORATION,
acalifornia  corporation,  its successors and assigns,  with offices  located at
11111 Santa Monica Boulevard, Suite 1500, Los Angeles, California 90025-3333 and
Northpark Town Center, Bidg. 400, Suite 1450, 1000 Abemathy Road, N.E., Atlanta,
Georgia  30328  ("Assignor"),  TRANCHE B,  INC.,  a  Delaware  corporation,  its
successors and assigns,  with offices at c/o Meridian  Capital Group,  4510 16th
Avenue,  Brooklyn,  New York  11204  ("Assignee"),  and USCI,  INC.,  a Delaware
corporation,  with offices located at 5555 Triangle Parkway,  Norcross,  Georgia
30091 ("Issuer").

     1. Assignor,  for good and valuable  consideration (as more fully set forth
below), the sufficiency of which is hereby acknowledged,  does hereby absolutely
and  unconditionally  sell,  transfer and assign,  without  recourse  (except as
otherwise set forth herein), unto Assignee all rights, title and interest in and
to the claim(s) of Assignor,  including  any and all  security  interests,  (the
"Claim")  against AMERITEL  COMMUNICATIONS,  INC. and each of its affiliates and
guarantors,  all of which are  listed on  Schedule I hereto  (together  with its
affiliates and guarantors, as the context requires,  "Ameritel"),  together with
Assignor's  right to receive all cash,  instruments or other property  issued or
issuable to Assignor in  connection  with the  proceedings  in the United States
Bankruptcy  Court for the Southern  District of New York  ("Bankruptcy  Court"),
Case No. 99-11081-JHG  ("Bankruptcy  Proceedings") (including without limitation
accrued unpaid interest and any fees) or other distributions and to exercise and
enforce all rights and  remedies in respect of the Claim from and after the date
hereof.  The Claim assigned  hereunder shall consist  without  limitation of all
right, title and interest related to the following:

          a. all  rights,  privileges,  powers,  causes  of  action  and  claims
     (including  "claims"  as that  term is  defined  in  Section  101(5) of the
     Bankruptcy  Code) held by Assignor arising under or in connection with that
     certain  Amended and Restated  Loan and  Security  Agreement by and between
     Assignor, as Lender, and Ameritel, as Borrower,  dated as of April 14, 1999
     (as amended, the "Amended Loan Agreement") and all other documents executed
     in  connection  therewith  and as set forth on Schedule 2 hereto  (together
     with the Loan Agreement, collectively, the "Loan Documents");

          b. all,  rights,  privileges,  powers,  causes of  action  and  claims
     relating to that certain Participation  Agreement by and among Assignor and
     the Participant (as defined therein);

          c.  any and all  Claims  held by  Assignor  with  respect  to the Loan
     Documents  and the  transactions  contemplated  thereby  against any agent,
     attorney,  including without  limitation any claims under any law governing
     the sale or purchase of securities,  but exclusive of Assignor's rights and
     claims pursuant to paragraph 9 of this Agreement;

          d. all right, title and interest to funds held in any lockbox or other
     account  established by Assignor  related to the Loan Documents,  including
     without  limitation  funds restricted from borrowing and funds received for
     the period  beginning  on April  21,2000  through the date April 28,  2000,
     which based on the  knowledge of the parties  hereto,  is in the  aggregate
     amount of $104,724.72  plus any amounts received or cleared after April 28,
     2000;
<PAGE>

     e.   all right, title and interest related to and arising out of Assignor's
          foreclosure against U.S. Communications, Inc.; and

     f.   all cash,  securities  or other  property  distributed  or received on
          account of, or exchanged in return for, any of the foregoing.

     2.   Assignor  represents  and warrants that the amount of the Claim is, in
          its  entirety,  in the  amount  of  approximately  $8,765,422.27  (the
          "Indebtedness");   that  this  Agreement  has  been  duly  authorized,
          executed and  delivered  by Assignor  and  Assignor has the  requisite
          power and authority to execute and deliver this  Agreement;  that this
          Agreement   constitutes  the  valid,   legal  and  binding   agreement
          ofAssigno'r,  enforceable  against  Assignor  in  accordance  with its
          terms; that no payment has been received by Assignor,  or by any third
          party on behalf of Assignor,  in full or partial  satisfaction  of the
          Claim; that Assignor has not previously sold,  assigned or pledged the
          Claim to any third party in whole or in part;  that  Assignor owns and
          has sole title to, and the beneficial ownership of, the Claim free and
          clear of any and all liens,  security interests or encumbrances of any
          kind  or  nature  whatsoever;  that  Assignor  is  not  aware  of  any
          legitimate claim or right ofsetoff, reduction, impairment,  avoidance,
          disallowance,   subordination  or  preference   actions,   whether  on
          contractual or equitable grounds, and that there are no counterclaims,
          legal or equitable  defenses or rights of  recoupment  or offsets that
          have been  asserted  by or on behalf of Ameritel or any other party to
          reduce   the  amount  of  the  Claim  or  affect   its   validity   or
          enforceability;  Schedule 2 contains a list of all material  documents
          known to Assignor that  evidence the Claim;  Assignor has delivered to
          Assignee  true,  correct and  complete  copies of each such  document;
          except for that certain  First  Amendment to Amended and Restated Loan
          Agreement dated as of May 12, 1999 and those certain Waiver Agreements
          dated as of July 20,  1999 and  September  9, 1999,  Assignor  has not
          executed or consented to any document that amends, alters, modifies or
          otherwise  changes the Loan Documents or the Claim and is, to the best
          of its knowledge, not in possession of or aware of any other documents
          that  would  materially  or  adversely  affect  the Claim or change or
          modify the terms  thereof  except for  documents  listed on Schedule 2
          without  limiting the generality of the foregoing,  to Assignor's best
          knowledge there is no document,  consent,  agreement,  waiver or other
          act by  Assignor,  that  would  cause  the  Loan  Documents  not to be
          enforceable by Assignee in accordance with their respective terms; the
          credit  information  contained  in  Schedule 3  accurately  states and
          represents (i) the current  outstanding  principal  amount included in
          the Indebtedness on the date hereof,  (ii) accrued but unpaid interest
          included in the  Indebtedness  up to but  excluding  the date  hereof,
          (iii) the principal amount of the unfunded letter of credit commitment
          as of the date  hereof,  (iv) the amount of the  Carve-Out  as defined
          below,  (v) the  amount of fees and other  charges  payable  under the
          Amended  Loan  Agreement,  and (vi) the amount of  attorneys  fees and
          expenses  of  Assignor  payable  by  Ameritel  under  the terms of the
          Amended  Loan  Agreement;  to the best of  Assignor's  knowledge,  the
          execution,  delivery and  performance  of this Agreement and all other
          instruments  and  documents  executed  and  delivered  by  Assignor in
          connection   herewith  are  not  in  contravention  of  any  law;  the
          execution,  delivery and  performance  of this Agreement and all other
          instruments  and  documents  executed  and  delivered  by  Assignor in
          connection herewith are not in contravention of any order or agreement
          (including without limitation the Loan Documents) by which Assignor is
          bound or to which it or its assets  (including the transferred  rights
          constituting  the Claim) is subject;  Assignor has not breached any of
          its  obligations  under the Loan  Documents  and no amounts are due or
          owing,  nor  are  there  any  obligations  remaining  to be  performed
          thereunder by Assignor,  other than as reflected in Schedule 3 hereto;
          no bar date has been set in the  Bankruptcy  Proceedings  and Assignor
          has not  filed a Proof of Claim  with  respect  to the  Claim;  and no
          warrants have been issued'to Assignor in accordance with the terms and
          provisions of the Amended Loan Agreement.

                                       2
<PAGE>

     3. Assignee represents and warrants it has been duly authorized and has the
requisite  power to execute  and accept  delivery of this  Agreement;  that this
Agreement  constitutes  the valid,  legal and  binding  agreement  of  Assignee,
enforceable  against  Assignee in accordance with its terms;  and the execution,
delivery  and  performance  of this  Agreement  and all  other  instruments  and
documents  executed and delivered by Assignee in connection  herewith are not in
contravention  of any law,  order or agreement by which  Assignee is bound or to
which it or its assets (including the transferred rights constituting the Claim)
is subject.

     4.  Assignee  agrees that it shall  assume all  liabilities  ofAssignor  in
connection with the Claim and the Bankruptcy Proceedings, arising from facts and
circumstances  relating  to the period  following  the date  hereof,  including,
without limitation,  (i) the payment of any court-ordered fees (the "Carve-Out")
to  professionals of Ameritel in excess of $25,000,  or to the  professionals of
the Official  Committee of Unsecured  Creditors (the  "Committee")  in excess of
$85,000,  provided,  however,  that in each case  Assignee has  consented to any
excess of such fees,  and (ii) all of Assignor's  Obligations  under the Amended
Loan  Agreement,  (except as  otherwise  set forth  herein)  (collectively,  the
"Assumed Obligations"). Notwithstanding the foregoing. Assignee shall not assume
or accept responsibility and liability for Obligations ofAssignor arising out of
or in connection with:

          a. any action by any Person  (excluding  Assignee,  Issuer,  or any of
     their  affiliates,  subsidiaries,  officers,  directors  or  other  related
     personnel,  or any of their respective  successors or assigns) for a breach
     by Assignor of its representations,  warranties and covenants contained the
     Loan  Documents  or any other  lender  liability  or other  similar  action
     arising from acts and omissions occurring prior to the date hereof;

          b. a  breach  by  Assignor  of  its  representations,  warranties  and
     covenants contained in this Agreement;

          c. the Carve-Out,  up to $25,000 for professionals for Ameritel and up
     to $85,000 for professionals of the Committee;

          d. any liability ofAssignor to Houlihan Lokey Howard & Zukin Capital;

          e. any liability  for the unfunded  commitment on the letter of credit
     issued in favor of AT&T  Wireless  Services  or any other  letter of credit
     issued  under the Loan  Documents,  which  letters of credit are issued and
     outstanding prior to the date hereof; and

          f. Assignor's bad faith,  gross negligence or willful misconduct prior
     to the date hereof (collectively, the "Retained Obligations").

                                       3
<PAGE>

     5. a. (1) As  consideration  for the  assignment of the Claim,  Issuer,  on
behalf of Assignee, hereby agrees to irrevocably transfer to Assignor, as of the
date  hereof,  four  million  (4,000,000)  shares of common stock of Issuer (the
"Initial Share Holding"),  evidenced by a stock  certificate  (with  appropriate
restrictions  and  restrictive  legends  affixed  thereto)  issued by Issuer and
delivered to Assignor by Issuer's duly appointed stock transfer agent, not later
than ten (10) business days from the date hereof.  Issuer and Assignee represent
and warrant that the Initial Share  Holding and any shares issued  thereafter to
Assignor  shall  be  validly  issued,  fully  paid  and  nonassessable.  On  the
eighteenth  month  anniversary  of the date  hereof  (the  "Subsequent  Transfer
Date"), Issuer, on behalf of Assignee, will transfer to Assignor such additional
number  of  shares  of  common  stock  of  Assignee   (the   "Subsequent   Share
Distribution")  necessary to make the  aggregate  fair market value of shares in
the Initial Share Holding equal four million dollars  ($4,000,000)  (the "Target
Share  Value"),  based on the  weighted  average  formula set forth  herein.  In
determining the number of shares in the Subsequent Share  Distribution,  if any,
on the  Subsequent  Transfer Date Issuer shall average the fifteen (15) highest,
daily,  ending  values of the common  stock for the trading  period  between the
Effective Date (as defined below) and the Subsequent Transfer Date to obtain the
"Weighted  Average  Value." In the event the Weighted  Average Value (A) is less
than $ 1.00 per share,  regardless of the value of the shares of common stock on
the Subsequent  Transfer Date, the Subsequent  Share  Distribution  (B) shall be
computed as follows:

         B = $4.000.000 - (4.000.000 shares x A)

         A

               (2) If the  Weighted  Average  Value is less than $.50 per share.
          Issuer shall use the value of $.50 for the Weighted  Average  Value in
          determining the number of shares in the Subsequent Share Distribution.

               (3) If the  Weighted  Average  Value  exceeds  $ 1.00 per  share.
          Issuer  shall not be  required to transfer  any  additional  shares to
          Assignor,  regardless of the fair market value of the shares of common
          stock on the Subsequent Transfer Date.

               (4) If  Assignor  sells a portion of the Initial  Share  Holdings
          prior to the Subsequent Transfer Date, the Target Share Value shall be
          reduced by the same  percentage  as such sold  shares  comprise of the
          Initial Share  Holdings.  By way of example  only,  if Assignor  sells
          1,000,000  shares,  or twenty-five  percent (25%) of the Initial Share
          Holdings  prior  to  the  Subsequent   Transfer  Date,  then,  on  the
          Subsequent Transfer Date, the Target Share Value shall also be reduced
          by 25% and Issuer shall transfer to Assignor that number of additional
          shares  of  common  stock  of  Issuer  that is  necessary  to give the
          aggregate  number  shares of then held by Assignor a fair market value
          of  $3,000,000.  In such an event,  the  formula for  determining  the
          Subsequent  Share  Distribution  (B), if any,  using the same Weighted
          Average  Value (A) discussed  above and  regardless of the fair market
          value of the shares on the Subsequent Transfer Date, shall be:

                                       4
<PAGE>

         B = $3.000.000 - (3.000.000 shares x A)

         A

               b. Issuer shall prepare and file a registration statement on Form
          S-1 (or such other form as Assignee  is  eligible to use)  registering
          the resale of all of the shares in the  Initial  Share  Holdings  from
          time to time pursuant to Rule 415 under the Securities Act of 1933 (as
          amended,  the  "Securities  Act") in a timely  manner  such  that such
          registration  statement shall become  effective in accordance with the
          terms  hereof.  Following the filing of such  registration  statement.
          Issuer shall use its best efforts to cause such registration statement
          to become  effective no later than the latter of(i) one hundred eighty
          (180)  days  from  the  date  hereof,  or (ii)  November  1,2000  (the
          "Effective  Date").  In addition,  within ten (10) business days after
          the  Effective  Date,  Issuer  shall  issue,  and shall cause its duly
          appointed stock transfer agent to deliver to Assignor, in exchange for
          any existing  certificates,  a stock certificate for the Initial Share
          Holding  with  all  transfer   restrictions  and  restrictive  legends
          removed. Issuer shall thereafter take all actions necessary, including
          the filing of amendments thereto or the filing of a Form 8-K to report
          material events for  incorporation by reference  therein,  to maintain
          effectiveness of such registration statement so long as any shares are
          held by Assignor.  Such registration  statement shall list Assignor as
          "selling  shareholder"  therein and shall be amended as necessary from
          time-to-time  to reflect  transfers of the shares in the Initial Share
          Holdings (or such other shares  subsequently  transferred  to Assignor
          pursuant to this Agreement) by Assignor.

               c. The  registration  requirements  set forth in  paragraph  5(b)
          hereof  shall also apply to the  shares,  if any,  issued by Issuer as
          part of the Subsequent Share  Distribution,  except that the Effective
          Date for such shares shall be one-hundred  eighty (180) days after the
          Subsequent Transfer Date.

               d. In the event Issuer,  at any time, (1) fails to issue or cause
          to be delivered stock  certificates in accordance with paragraph 5 (a)
          hereof, (2) fails to issue or cause to be delivered stock certificates
          in accordance  with paragraph  5(b) hereof,  or (3) violates any other
          provision of this paragraph 5. Issuer shall be deemed to be in default
          of this Agreement.  Upon such default, that certain General Continuing
          Guaranty  dated  as of June 5,  1998,  and  that  certain  Guarantor's
          Security  Agreement  dated as of June 5, 1998,  and that certain First
          Amendment and Reaffirmation of General Continuing Guaranty dated as of
          April 14,  1999,  and that  certain  First  Amendment  to  Guarantor's
          Security  Agreement  dated as of April  14,  1999  (collectively,  the
          "Guaranty Documents"),  all in favor of Assignor,  shall be reinstated
          in their entirety,  with all benefits and obligations  thereof vesting
          in Assignor.

     Notwithstanding  the  foregoing,  in the event  Issuer  cures  any  default
hereunder within three (3) business days from the date of such default. Issuer's
obligations  under the Guaranty  Documents  shall be  terminated,  so long as no
other defaults have occurred and are continuing.

          e. As to the  registration of the shares in the Initial Share Holdings
     and the registration of the shares in the Subsequent Share Distribution, if
     any,  pursuant to paragraph 5(b) and (c). Issuer shall pay all costs,  fees
     and expenses  incident to the  performance  and  compliance  by Issuer with
     paragraph 5(b) and (c). including, without limitation, (1) all registration
     and filing fees; (2) all printing expenses;  (3) all fees and disbursements
     of counsel and independent  public accountants for Issuer; (4) all blue sky
     fees and expenses  (including  fees and  expenses of counsel in  connection
     with blue sky surveys);  (5) all transfer taxes;  (6) the entire expense of
     any  audits  incident  to  such  registration  required  by the  rules  and
     regulations  of the  Securities  and Exchange  Commission;  (7) the cost of
     distributing  prospectuses  in  preliminary  and final  form as well as any
     supplements  thereto;  and (8) the fees and expenses of one counsel for the
     Assignor  in  connection  with the  shares  being  registered  pursuant  to
     paragraph 5(b) and (c) hereof.  Assignor shall bear its proportionate  cost
     of all  underwriting  fees  and  commissions,  if  any,  relating  to  such
     registration,  such  proportionate  amount to be equal to a  fraction,  the
     numerator of which is the amount of shares being registered by Assignor and
     the denominator of which is the aggregate number of shares being registered
     by any and all other  holders  of  Issuer's  shares  participating  in such
     registration.

                                       5
<PAGE>

          f. Indemnification.

               (1) Issuer hereby agrees to indemnify and hold harmless  Assignor
          and each of such Assignor's partners, employees,  affiliates, officers
          and directors and each person who controls Assignor within the meaning
          of  the  Securities   Act-and  any  underwriter  (as  defined  in  the
          Securities  Act)  for  Assignor,  and any  person  who  controls  such
          underwriter  within  the  meaning  of the  Securities  Act,  from  and
          against,  arid agrees to reimburse  promptly  Assignor,  its partners,
          employees, affiliates, officers, directors and controlling persons and
          each such underwriter and controlling  person of such underwriter with
          respect  to,  any and all  claims,  actions  (actual  or  threatened),
          demands,  losses,  damages,  liabilities,  costs and expenses to which
          Assignor, its partners, employees,  affiliates, officers, directors or
          controlling  persons, or any such underwriter or controlling person of
          such  underwriter  may  become  subject  under the  Securities  Act or
          otherwise,  insofar as such claims, actions, demands, losses, damages,
          liabilities,  costs or  expenses  arise out of or are  based  upon any
          untrue  statement or alleged  untrue  statement  of any material  fact
          contained in such  registration  statement,  any prospectus  contained
          therein,  or any amendment or supplement thereto, or arising out of or
          are based upon the  omission or alleged  omission  to state  therein a
          material fact  required to be stated  therein or necessary to make the
          statements  therein,  in light of the circumstances in which they were
          made,  not  misleading;  provided,  however,  that  Issuer will not be
          liable in any such case to the  extent  that any such  claim,  action,
          demand,  loss,  damage,  liability,  cost or  expense  is caused by an
          untrue  statement or alleged  untrue  statement or omission or alleged
          omission  so  made  in  strict  conformity  with  written  information
          furnished by Assignor, such underwriter or such controlling person (as
          the case may be) specifically for use in the preparation thereof.

               (2) Assignor hereby agrees to indemnify and hold harmless Issuer,
          its partners, employees,  affiliates,  officers and directors and each
          person who controls  Issuer within the meaning of the  Securities  Act
          and any  underwriter (as defined in the Securities Act) for Issuer and
          any person who controls such  underwriter,  with in the meaning of the
          Securities Act, from and against,  and agrees to reimburse Issuer, its
          partners, employees,  affiliates,  officers, directors and controlling
          persons  and each  such  underwriter  and  controlling  person of such
          underwriter  with respect to, any and all claims,  actions  (actual or
          threatened), demands, losses, damages, liabilities, costs and expenses
          to which Issuer, its officers,  directors, or such controlling persons
          and each such  underwritermay  become subject under the Securities Act
          or  otherwise,  insofar  as such  claims,  actions,  demands,  losses,
          damages, liabilities, costs or expenses arise out of or are based upon
          any untrue or alleged untrue  statement of any material fact contained
          in such registration  statement,  any prospectus contained therein, or
          any amendment or supplement thereto, or arise out of or are based upon
          the omission or the alleged  omission to state therein a material fact
          required  to be stated  therein or  necessary  to make the  statements
          therein,  in light of the  circumstances  in which they were made, not
          misleading,  in each case to the extent, but only to the extent,  that
          such  untrue  statement  or alleged  untrue  statement  or omission or
          alleged omission was so made in reliance upon and in strict conformity
          with written information furnished by Assignor specifically for use in
          the preparation thereof. Notwithstanding any provision to the contrary
          contained herein, the aggregate liability of Assignor pursuant to this
          paragraph  5(f)(2)  shall be limited  to an amount  equal to the gross
          proceeds  received by Assignor from the offering of shares  registered
          pursuant to this paragraph 5.

                                       6
<PAGE>

               (3) Promptly after receipt by a party indemnified pursuant to the
          provisions of subparagraph (1) or (2) of this paragraph 5(f) of notice
          of the  commencement of any action involving the subject matter of the
          foregoing  indemnity  provisions,  such  indemnified  party will, if a
          claim therefor is to be made against the indemnifying party in writing
          pursuant  to the  provisions  of  subparagraph  (Dor (2).  notify  the
          indemnifying party of the commencement thereof; but the omission so to
          notify the  indemnifying  party will not relieve it from any liability
          which it may have to an  indemnified  party  otherwise than under this
          paragraph  5  and  shall  not  relieve  the  indemnifying  party  from
          liability  under this  paragraph 5. In case any such action is brought
          against any indemnified  party, and it notifies the indemnifying party
          of the commencement  thereof,  the indemnifying party will be entitled
          to  participate  therein and, to the extent that it may wish,  jointly
          with any other indemnifying parties similarly notified,  to assume the
          defense thereof,  with counsel satisfactory to such indemnified party;
          provided,  however,  that if the defendants in any such action include
          both  the  indemnified  party  and  the  indemnifying  party  and  the
          indemnified  party shall have  reasonably  concluded that there may be
          legal defenses available to it and/or other indemnified  parties which
          are  different   from  or   additional  to  those   available  to  the
          indemnifying  party,  the indemnified  party or parties shall have the
          right to select separate counsel (in which case the indemnifying party
          shall not have the  right to  direct  the  defense  of such  action on
          behalf  of the  indemnified  party or  parties).  Upon  the  permitted
          assumption  by the  indemnifying  party of the defense of such action,
          and approval by the indemnified party of counsel,  which approval will
          not be  unreasonably  withheld,  the  indemnifying  party shall not be
          liable to such indemnified  party under  subparagraph ( I ) or (2) for
          any legal or other expenses  subsequently incurred by such indemnified
          party in connection  with the defense  thereof (other than  reasonable
          costs of  investigation)  unless (A) the indemnified  party shall have
          employed  separate  counsel in connection  with the assertion of legal
          defenses in accordance with the proviso to the  immediately  preceding
          sentence,  (B) the indemnifying  party shall not have employed counsel
          satisfactory  to the  indemnified  party to represent the  indemnified
          party within a reasonable  time,  (C) the  indemnifying  party and its
          counsel do not  actively  and  vigorously  pursue the  defense of such
          action, or (D) the indemnifying party has authorized the employment of
          counsel for the indemnified  party at the expense of the  indemnifying
          party. No indemnifying  party shall be liable to an indemnified  party
          for any  settlement  of any action or claim without the consent of the
          indemnifying party and no indemnifying party may unreasonably withhold
          its consent to any such settlement. No indemnifying party will consent
          to entry of any judgment or enter into any  settlement  which does not
          include as an unconditional term thereof the giving by the claimant or
          plaintiff to such  indemnified  party of a release from all  liability
          with respect to such claim or litigation.

                                       7
<PAGE>

               (4) If the  indemnification  provided for in subparagraph  (1) or
          (2)  of  this   paragraph  5(f)  is  held  by  a  court  of  competent
          jurisdiction  to be  unavailable  to a party  to be  indemnified  with
          respect to any claims, actions, demands, losses, damages, liabilities,
          costs or expenses referred to therein,  then each  indemnifying  party
          under any such  subsection,  in lieu of indemnifying  such indemnified
          party  thereunder,  hereby  agrees to contribute to the amount paid or
          payable by such indemnified party as a result of such claims, actions,
          demands,  losses,  damages,  liabilities,  costs or  expenses  in such
          proportion as is appropriate to reflect the relative benefits received
          by such  indemnifying  party on the one hand and the indemnified party
          on the other from the related  offering.  If, however,  the allocation
          provided by the  immediately  preceding  sentence is not  permitted by
          applicable law, then each indemnifying  party shall contribute to such
          amount  payable by such  indemnified  person in such  proportion as is
          appropriate  to reflect not only such  relative  benefits but also the
          relative  fault of the  indemnifying  party on the one hand and of the
          indemnified  party on the other in connection  with the  statements or
          omissions  which resulted in such claims,  actions,  demands,  losses,
          damages, liabilities, costs or expenses, as well as any other relevant
          equitable  considerations.   The  relative  benefits  received  by  an
          indemnifying  party on the one hand  and an  indemnified  party on the
          other  shall be deemed to be in the same  proportion  as the total net
          proceeds from the offering  (before  deducting  expenses)  received by
          each party bear to the total net proceeds  from the offering  received
          by each other party and,  with  respect to an  underwriter,  the total
          underwriting  discounts and commissions  received by such underwriter,
          and in each case as set  forth in the  table on the cover  page of the
          related  prospectus.  The relative fault of the indemnifying party and
          of the  indemnified  party shall be  determined by reference to, among
          other  things,  whether the untrue or alleged  untrue  statement  of a
          material fact or the omission or alleged  omission to state a material
          fact relates to information  supplied by the indemnifying  party or by
          the indemnified  party and the parties'  relative  intent,  knowledge,
          access to  information  and  opportunity  to correct  or prevent  such
          statement or omission.

               (5) No person guilty of fraudulent  misrepresentation (within the
          meaning of Section I l(f) of the Securities  Act) shall be entitled to
          contribution  hereunder  from any  person  who was not  guilty of such
          fraudulent misrepresentation.

               (6) In addition  to its other  obligations  under this  paragraph
          5(f).  Issuer  further  agrees to  reimburse  promptly  Assignor  (and
          Assignor's controlling persons, officers,  directors, and underwriters
          (and controlling persons of such underwriters)) on a monthly basis for
          all  reasonable  legal  fees,  expenses  and other  fees and  expenses
          incurred by Assignor in connection with investigating or defending any
          claim, action, investigation,  inquiry or other proceeding arising out
          of or based upon any statement or omission,  or any alleged  statement
          or admission,  described in  subparagraph  (1) of this paragraph 5(f).
          notwithstanding the possibility that such payments might later be held
          to be improper.  To the extent that any payment is ultimately  held to
          be improper,  each person receiving such payment shall promptly refund
          such payment.

                                       8
<PAGE>
               (7) In addition  to its other  obligations  under this  paragraph
          5(f).  Assignor  further  agrees to  reimburse  promptly  Issuer  (and
          Issuer's  controlling  persons,  officers,  directors and underwriters
          (and controlling persons of such underwriters)) on a monthly basis for
          all  reasonable  legal  fees,  expenses  and other  fees and  expenses
          incurred by Issuer in connection with  investigating  or defending any
          claim, action, investigation,  inquiry or other proceeding arising out
          of or based upon any statement or omission,  or any alleged  statement
          or admission,  described in  subparagraph  (2) of this paragraph 5(f).
          notwithstanding the possibility that such payments might later be held
          to be improper.  To the extent that any payment is ultimately  held to
          be improper,  each person receiving such payment shall promptly refund
          such payment.

     6. Assignee  agrees to indemnify  Assignor and hold Assignor  harmless from
any liability, cost, penalties or expenses (including reasonable attorneys' fees
and disbursements) for any amounts owed by Ameritel to any taxing authority,  to
extent such amounts are chargeable to Ameritel's secured lender.

     7. Assignor  acknowledges that Assignee currently may possess and hereafter
may come into  possession  of certain  information  that may be  material to its
decision  to  sell,   hold  or  purchase  the  Claim  (the  "Assignee   Excluded
Information");  Assignor,  independently  and without reliance upon Assignee and
based on such documents and information as Assignor has deemed appropriate,  has
made its own credit  analysis and decision to enter into this  Agreement  and to
sell the Claim; and Assignor hereby waives and releases any claims that Assignor
might now or hereafter have against  Assignee or any of its affiliates and their
respective directors,  officers, employees, agents,  representatives,  partners,
controlling  persons,  successors  and assigns,  whether  pursuant to applicable
bankruptcy law, securities law or otherwise,  with respect to the non-disclosure
of Assignee Excluded  Information Assignor further represents that it is not and
never has been an "insider" of Ameritel.

     8. Assignee  acknowledges that Assignor currently may possess and hereafter
may come into  possession  of certain  information  that may be  material to its
decision  to  sell,   hold  or  purchase  the  Claim  (the  "Assignor   Excluded
Information");  Assignee,  independently  and without reliance upon Assignor and
based on such documents and information as Assignee has deemed appropriate,  has
made its own credit  analysis and decision to enter into this  Agreement  and to
purchase  the Claim;  and  Assignee  hereby  waives and releases any claims that
Assignee might now or hereafter  have against  Assignor or any of its affiliates
and their respective directors,  officers,  employees, agents,  representatives,
partners,  controlling  persons,  successors  and assigns,  whether  pursuant to
applicable  bankruptcy  law,  securities  law or otherwise,  with respect to the
non-disclosure of Assignor Excluded Information.

     9.  Notwithstandinganything  otherwise  contained  herein,  the undersigned
parties hereby agree that Assignor shall retain,  and Assignee shall not take an
assignment  of, any and all claims that  Assignor  may have  against any and all
public  accountants  or  other  independent   financial  advisors  of  Ameritel,
including without  limitation claims for accountant  liability and other related
or similar claims related to work performed prior to the date hereof.

                                       9
<PAGE>

     10.  In the  event  the  Claim  is  ultimately  allowed  in the  Bankruptcy
Proceedings in an amount  greater than the amount set forth herein.  Assignee is
hereby  deemed to have  purchased,  and Assignor is hereby  deemed to have sold,
such additional amount for the same consideration paid herein.

     11. In the event all or any part of the Claim is disallowed,  subordinated,
objected  to or  otherwise  impaired,  in whole or in  part,  in the  Bankruptcy
Proceedings for any reason whatsoever, Assignor agrees to cooperate or assist in
the defense of such claim and that  Assignee  shall have the right to defend the
allowability  of the Claim on Assignor's  behalf;  provided,  however,  that all
costs and expenses  incurred in such defense  shall be paid by Assignee,  unless
such claim is related to a misrepresentation made by Assignor hereunder.

     12.  Assignor  agrees that in the event Assignor shall receive any payments
or  distributions  and any  notices  with  respect  to the Claim  after the date
hereof,  Assignor agrees to accept the same as Assignee's agent and to hold same
in trust on behalf of and for the benefit of Assignee,  and shall promptly remit
the same  forthwith  to  Assignee  in the same  form  received,  within  two (2)
business  days in the case of cash and within five (5) business days in the case
of securities,  which are in good and deliverable  form, with the endorsement of
Assignor when necessary or appropriate.

     13. Assignor hereby  irrevocably  appoints  Assignee as its true and lawful
attorney-in-fact  and authorizes  Assignee to act in Assignor's  name, place and
stead,  to file a Proof of Claim or to demand,  sue for,  compromise and recover
all such sums of money  which now are, or may  hereafter  become due and payable
for, or on account of the Claim herein  assigned.  Assignor grants unto Assignee
full authority to take all actions necessary to enforce the Claim and Assignor's
rights  thereunder  pursuant to this Agreement.  Assignor agrees that the powers
granted by this paragraph 13 are  discretionary in nature and exercisable at the
sole  option  of  Assignee.  Assignor  shall  have no  obligation  to  take  any
affirmative  action to prove or defend  the  Claim's  validity  or amount in the
Bankruptcy Proceedings.  Assignor agrees to execute, acknowledge and deliver all
such further certificates, instruments and other documents, and to take all such
further action as may be necessary or  appropriate  to effect  assignment of the
Claim and all  interests  therein  to  Assignee,  to  cooperate  with and assist
Assignee in enforcing the Claim and to otherwise  effectuate  the intent of this
Agreement  Assignor agrees that Assignee may sell,  transfer or assign the Claim
together  with  all  right,  title  and  interest  of  Assignee  in and to  this
Agreement.

     14. Assignor shall be solely  responsible for professional fees and similar
costs or expenses  payable by or reimbursable  to Assignor  relating to the Loan
Documents or the Bankruptcy  Proceedings that are incurred for services rendered
by  professionals  retained by Assignor on or before the date  hereof.  Assignee
shall be  responsible  for all  professional  fees and similar costs or expenses
payable by or  reimbursable  to Assignee  relating to the Loan  Documents or the
Bankruptcy  Proceedings that are incurred for services rendered by professionals
retained by Assignee after the date hereof.  Each party shall bear its own fees,
costs and expenses  related to the transaction  hereunder.  Notwithstanding  the
foregoing,  Assignor and Assignee shall also be responsible for all professional
fees  and  similar  costs  or  expenses  payable  as part of the  Carve-Out,  in
accordance with the terms hereof.

                                       10
<PAGE>

     15.  Assignor  agrees  to  indemnify  Assignee  against  and hold  Assignee
harmless from any liability, cost, loss, damage or expense (including reasonable
attorneys' fees and  disbursements)  incurred by Assignee and owed to any Person
other than Ameritel,  Issuer, any of their affiliates,  subsidiaries,  officers,
directors or other related  personnel,  or any of their respective  successor or
assigns,  resulting  from or arising out of (i) the breach of any of  Assignor's
representations,  warranties, agreements or covenants contained herein or in the
Loan  Documents,  (ii)  the  Retained  Obligations,  or (iii)  Assignor's  gross
negligence or wilful misconduct.

     16.  In the event any  claim or cause of  action  is  asserted  or  brought
against Assignor pursuant to paragraphs 4.5.6 or 15 of this Agreement,  Assignor
reserves  the  right  to  initiate  its  own   defense,   prosecute   applicable
counterclaims  or  cross-claims,  appoint  counsel,  negotiate a  settlement  or
compromise  or  otherwise  defend  against  such claim or cause of action in any
manner that  Assignor,  in the  exercise  of its own  business  judgment,  deems
appropriate, and will not be bound by any settlement or other resolution of such
claim or cause of action entered into or ordered upon Assignee or Issuer without
Assignor's prior written consent.

     17.  Assignee  agrees  to  indemnify  Assignor  against  and hold  Assignor
harmless from any Expense incurred by Assignor  resulting from or arising out of
(i) the breach of any of Assignee's representations,  warranties,  agreements or
covenants  contained herein, (ii) the Assumed  Obligations,  or (iii) Assignee's
gross negligence or wilful misconduct.

     18. All  representationsand  warranties  contained herein shall survive the
execution and delivery of this Agreement and the purchase and sale of the Claim.

     19. This  Agreement  shall be construed and the  obligations  ofthe parties
hereunder  shall be  determined  in  accordance  with the  laws  ofthe  State of
California  without  reference  to any  conflicts  of laws  provisions  thereof.
Notwithstanding the foregoing. Assignee and Assignor agree that any legal action
or proceeding arising out of or relating to this Agreement may be brought in the
courts  ofthe  State of New York,  the  courts  ofthe  United  States of America
located in the City of New York,  Borough of  Manhattan,  or in any other  court
having jurisdiction with respect thereto,  and Assignee and Assignor irrevocably
consent to service of process in any said  action or  proceeding  in any of such
courts by the  mailing  of copies  thereof,  postage  prepaid,  to  Assignee  or
Assignor,  as the case may be, at  Assignee's  or  Assignor's  address set forth
herein, as the case may be, such service to become effective ten (10) days after
such mailing.

     20. The documents attached hereto as Exhibit "A" and incorporated herein by
this reference shall be filed by Assignee with the Banlo-uptcy Court as evidence
of this  transfer.  The  undersigned  stipulate  that an  order  may be  entered
recognizing this assignment of claim as an unconditional assignment and Assignee
herein as the valid owner of the Claim,  although  such an order is not required
either  by the  United  States  Bankruptcy  Code  or by  the  Federal  Rules  of
Bankruptcy Procedure.

     21. This Agreement may be executed in several  counterparts,  each of which
shall  constitute an original and all of which together shall constitute one and
the same instrument and agreement.

                                       11
<PAGE>

     22. This Agreement, together with the Schedules and attachments, sets forth
the entire  agreement  between  Assignee,  Assignor  and Issuer  relating to the
Claim,  supersedes all prior communications and understandings of any nature and
may not be  supplemented or altered  orally.  Any amendments  hereto shall be in
writing and signed by each party.

     23. Each notice or other communication hereunder shall be in writing, shall
be sent by messenger,  by telecopy or facsimile transmission or by express mail,
shall be deemed given when sent to the designated  address set forth in Schedule
4 hereto (or such other address as Assignee or Assignor may designate  from time
to time to the other party hereto).

     24.  Each  party  shall  execute  and  deliver  all  further  documents  or
instruments  reasonably  requested  by the other  party in order to  effect  the
intent  of this  Agreement  and  obtain  the  full  benefit  of this  Agreement,
including  without  limitation  with respect to the filing of any  documentation
necessary to convey the security  interests  related to the Claims,  such as any
necessary UCC-3 assignments.

     25.  This  Agreement  shall be binding on, and inure to the benefit of, the
parties hereto and their  successors  and assigns.  With due notice to Assignor,
all rights hereunder may be freely transferred, in whole or in part, by Assignee
without the consent of Assignor;  provided, however, that Assignee covenants and
agrees  with  Assignor  not to  transfer  the  Claims in  violation  of the Loan
Documents.

     26. If any provision of this  Agreement  shall for any reason be held to be
invalid or unenforceable,  such invalidity or unenforceability  shall not affect
any other  provision  hereof,  but this Agreement  shall be construed as if such
invalid or unenforceable provision had never been contained herein.

     27. The parties hereto agree that they shall not disclose to any person the
terms or conditions of this  Agreement or any document  executed or delivered in
connection  herewith,  except  that  (i) each  party  may  disclose  the same if
compelled by legal process, by an order,  judgment or decree of a court or other
governmental authority of competent  jurisdiction,  (ii) each party may disclose
the  same to its  own  employees,  representatives,  attorneys,  accountants  or
investors  on  the  condition  that  each  party  remains  responsible  for  the
recipients of such disclosure keeping the same confidential,  and (iii) Assignee
may disclose the same to any prospective purchaser or transferee of the claim.

     28. The parties hereto  acknowledge and agree that in no event shall any of
their respective partners, officers, directors, shareholders,  employees, agents
or investment  managers of each of them have any  obligation or liability to the
other for any action taken or omitted by or on behalf of any party  hereunder or
in  connection   herewith  (such   obligation  and  liability   being  the  sole
responsibility of such party).

     29.  No  provision  of this  Agreement  shall  become  effective  until the
Agreement is approved by the Board of Directors of Issuer.  In the event no such
approval is obtained by Issuer,  this  Agreement  shall be null and void and the
Guaranty Documents shall be reinstated in their entirety.

                                       12
<PAGE>

     30. Assignor (individually and for its affiliates, subsidiaries, successors
and assigns) hereby releases,  remises and forever discharges Assignee,  Issuer,
their respective subsidiaries (exclusive ofAmeritel),  affiliates, predecessors,
successors,  assigns,  directors,  officers,  shareholders,   agents,  servants,
employees,   representatives,    administrators,   accountants   and   attorneys
(collectively,   the  "Released  Assignee  Parties";  and  each  individually  a
"Released Assignee Party") from any and all claims,  demands,  causes of action,
obligations,  damages  and  liabilities  arising  from  facts and  circumstances
relating  to the period  prior to the date hereof and in any way arising out of,
connected with, or incidental to the Loan Documents  and/or any dealings with or
between  any  of  the  Released   Assignee   Parties  related  to  all  actions,
negotiations, discussions and events resulting in the finalization and execution
of the Loan Documents  arising through the date hereof.  This release and waiver
shall be and remain in fall force and effect  notwithstanding  the  discovery by
the Released  Assignor  Parties (as defined  below) after the date hereof (i) of
any new or additional claim against any Released Assignee in any way relating to
the subject matter of the Loan Documents,  (ii) that any fact relied upon by any
Released Assignee Party in connection with the Loan Documents was incorrect, and
(iii) that any representation  made by any Released Assignee Party in connection
with  the  Loan  Documents  was  untrue  or that  any  Released  Assignee  Party
unintentionally  concealed  any  fact,  circumstance  or claim  relevant  to the
execution by the Released Assignor Parties of the Loan Documents, as applicable.
The  Released  Assignor  Parties  acknowledge  and agree  that this  release  is
intended to, and does,  fully,  finally and forever  release all matters between
the Released  Assignor Parties and the Released  Assignee Parties arising out of
the  documents  contained  in  Schedule  1.  notwithstanding  the  existence  or
discovery  of any such new or  additional  claims  or  facts,  incorrect  facts,
misunderstanding of law, misrepresentation or unintentional concealment,  in any
way relating to the subject matter of this release.

     31. Issuer and Assignee  (individually and for their respective affiliates,
subsidiaries  (exclusive of Ameritel),  successors and assigns)  hereby release,
remise  and  forever  discharge  Assignor  and  its  subsidiaries,   affiliates,
predecessors,  successors, assigns, directors, officers,  shareholders,  agents,
servants, employees, representatives,  administrators, accountants and attorneys
(collectively,   the  "Released  Assignor  Parties";  and  each  individually  a
"Released Assignor Party") from any and all claims,  demands,  causes of action,
obligations,  damages  and  liabilities  arising  from  facts and  circumstances
relating  to the period  prior to the date hereof and in any way arising out of,
connected with, or incidental to the Loan Documents  and/or any dealings with or
between  any  of  the  Released   Assignor   Parties  related  to  all  actions,
negotiations, discussions and events resulting in the finalization and execution
of the Loan Documents  arising through the date hereof.  This release and waiver
shall be and remain in full force and effect  notwithstanding  the  discovery by
the Released  Assignee  Party after the date hereof (i) of any new or additional
claim  against any  Released  Assignor  Party in any way relating to the subject
matter of the Loan  Documents,  (ii) that any fact relied  upon by any  Released
Assignee Party in connection  with the Loan  Documents was incorrect,  and (iii)
that any  representation  made by any Released Assignor Party in connection with
the  Loan   Documents   was  untrue  or  that  any   Released   Assignor   Party
unintentionally  concealed  any  fact,  circumstance  or claim  relevant  to the
execution by the Released Assignee Parties of the Loan Documents, as applicable.
The  Released  Assignee  Parties  acknowledge  and agree  that this  release  is
intended to, and does,  fully,  finally and forever  release all matters between
the Released  Assignor Parties and the Released  Assignee Parties arising out of
the  documents  contained  in  Schedule  1.  notwithstanding  the  existence  or
discovery  of any such new or  additional  claims  or  facts,  incorrect  facts,
misunderstanding of law, misrepresentation or unintentional concealment,  in &ny
way relating to the subject matter of this release. Nothing in this Paragraph 31
is intended to prevent the enforcement of any right or remedy of any party under
this  Assignment  Agreement,  including  without  limitation with respect to any
misrepresentation.

                                       13
<PAGE>

     32.  Any  schedules  referenced  herein  and to be  attached  hereto may be
provided by the  responsible  party within two (2) business  dates from the date
hereof.

     33.  Capitalized terms not otherwise defined herein shall have the meanings
ascribed those terms in the Amended Loan Agreement.

     IN WITNESS  WHEREOF,  the undersigned have duly executed this Assignment of
Claim by their  duly  authorized  representatives  dated as of the date and year
first above written.

ASSIGNOR:

FOOTHILL CAPITAL CORPORATION, a
California corporation

By:
Its:

ASSIGNEE:

TRANCHE B, INC., a Delaware corporation

By:
Its:

ISSUER:

USCI, INC.

By:
Its:

                                       14