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                                                                    EXHIBIT 4.1

                               BILLING CONCEPTS CORP.

                       1996 EMPLOYEE COMPREHENSIVE STOCK PLAN
                          (AMENDED AS OF AUGUST 31, 1999)


     1.   PURPOSE.  The purpose of this 1996 Employee Comprehensive Stock
Plan, as amended (the "Plan"), is to further the success of Billing Concepts
Corp., a Delaware corporation (the "Company"), and certain of its affiliates
by making available Common Stock of the Company to certain officers and
employees of the Company and its affiliates, and thus to provide an
additional incentive to such individuals to continue in the service of the
Company or its affiliates and to give them a greater interest as stockholders
in the success of the Company. Subject to compliance with the provisions of
the Plan and the Code, Incentive Stock Options as authorized by Section 422
of the Code and stock options which do not qualify under Section 422 of the
Code are authorized and may be granted under the Plan.  Further, the Company
may grant Restricted Stock, as defined below.

     2.   DEFINITIONS.  As used in this Plan the following terms shall have
the meanings indicated:

          (a)  "Award" means an award of stock options (including Incentive
Stock Options) or Restricted Stock, on a stand alone, combination or tandem
basis, as described in or granted under this Plan.

          (b)  "Award Agreement" means a written agreement setting forth the
terms of an Award, in the form prescribed by the Committee.

          (c)  "Board" means the Board of Directors of the Company.

          (d)  "Cause" shall mean, in the context of the termination of a
Participant, as determined by the Board, in the reasonable exercise of its
business judgment the occurrence of one of the following events: (i)
conviction of or a plea of NOLO CONTENDERE to a charge of a felony (which,
through lapse of time or otherwise, is not subject to appeal); (ii) willful
refusal without proper legal cause to perform, or gross negligence in
performing, Participant's duties and responsibilities; (iii) material breach
of fiduciary duty to the Company through the misappropriation of Company
funds or property or otherwise; or (iv) the unauthorized absence of
Participant from work (other than for sick leave or disability) for a period
of thirty working days or more during any period of forty-five working days;
provided, further, within one year following a Change of Control, "Cause"
shall be limited to the conviction of or a plea of NOLO CONTENDERE to the
charge of a felony (which, through lapse of time or otherwise, is not subject
to an appeal), or a material breach of fiduciary duty to the Company through
the misappropriation of Company funds or property or otherwise.

          (e)  "Change of Control" shall be deemed to have occurred if (i) any
"Person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
is or becomes a

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"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing more than
30% of the combined voting power of the Company's then outstanding voting
securities, or (ii) at any time during the 24-month period after a tender
offer, merger, consolidation, sale of assets or contested election, or any
combination of such transactions, at least a majority of the Board shall
cease to consist of "continuing directors" (meaning directors of the Company
who either were directors prior to such transaction or who subsequently
became directors and whose election, or nomination for election by the
Company's stockholders, was approved by a vote of at least two thirds of the
directors then still in office who were directors prior to such transaction),
or (iii) the stockholders of the Company approve a merger or consolidation of
the Company with any other corporation, other than a merger or consolidation
that would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) at least 70% of the total voting power represented by the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation, or (iv) the stockholders of the Company
approve a plan of complete liquidation of the Company or an agreement of sale
or disposition by the Company of all or substantially all of the Company's
assets.

          (f)  "Code" means the Internal Revenue Code of 1986, as amended.

          (g)  "Committee" means the Committee administering the Plan
described in Section 3 hereof.

          (h)  "Common Stock" means the Company's common stock, par value
$.01 per share.

          (i)  "Continuous Status as an Employee" means that the employment
relationship with any one or more of (i) the Company, (ii) any Parent, (iii)
any Subsidiary or (iv) USLD has not been terminated or interrupted.

          (j)  "Date of Grant" means the date on which an Award is granted
under an Award Agreement executed by the Company and a Participant pursuant
to the Plan.

          (k)  "Disinterested Person" means a "disinterested person" as such
term is defined in Rule 16b-3 promulgated under the Exchange Act or any
successor provision.

          (l)  "Effective Date" means the effective date of this Plan
specified in Section 14 hereof.

          (m)  "Exchange Act" means the Securities Exchange Act of 1934, as
it may be amended from time to time.

          (n)  "Good Reason" shall mean the occurrence of any of the
following events: (a) removal from the principal office held by the
Participant on the date of the most recent Award, or a material reduction in
the Participant's authority or responsibility, including, without

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limitation, involuntary removal from the Board, but not including termination
of the Participant for Cause; or (b) the Company otherwise commits a material
breach of this Plan, or the Participant's employment agreement, if
applicable; provided, however, that within one year following a Change of
Control, "Good Reason" shall mean (i) removal from the principal office held
by the Participant on the date of the most recent Award, (ii) a material
reduction in the Participant's authority or responsibility, including,
without limitation, involuntary removal from the Board, (iii) relocation of
the Company's headquarters from the San Antonio, Texas metropolitan area but
not including termination of the Participant for cause, (iv) a material
reduction in the Participant's compensation, or (v) the Company otherwise
commits a material breach of this Plan, or the Participant's employment
agreement, if applicable.

          (o)  "Incentive Stock Option" means an option qualifying under
Section 422 of the Code.

          (p)  "Parent" means a parent corporation of the Company as defined
in Section 424(e) of the Code.

          (q)  "Participants" means the employees and officers of the
Company, its Subsidiaries and its Parent (including those directors of the
Company who are also employees of the Company, its Parent or one or more of
its Subsidiaries).  "Participants" includes the USLD Participants.

          (r)  "Restricted Period" shall mean the period designated by the
Committee during which Restricted Stock may not be sold, assigned,
transferred, pledged, or otherwise encumbered, which period shall not be less
than one year nor more than two years from the Date of Grant.

          (s)  "Restricted Stock" shall mean those shares of Common Stock
issued pursuant to an Award that remain subject to the Restricted Period.

          (t)  "Retained Distributions" shall mean any securities or other
property (other than cash dividends) distributed by the Company or otherwise
received by the holder in respect of Restricted Stock during any Restricted
Period.

          (u)  "Retirement" shall mean retirement of a Participant from the
employ of the Company, its Parent, its Subsidiaries or USLD, as the case may
be, in accordance with the then existing employment policies of any such
employer.

          (v)  "Subsidiary" means a subsidiary corporation of the Company as
defined in Section 424(f) of the Code.

          (w)  "USLD" means U.S. Long Distance Corp. and its Subsidiaries and
any Parent of USLD.

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          (x)  "USLD Participants" means the employees and officers of USLD
who are or were employees and officers of USLD prior to and immediately
following the distribution of the Company Common Stock by USLD to the
stockholders of USLD.

     3.   ADMINISTRATION OF THE PLAN.  The Board shall appoint a committee
(the "Committee") comprised of two or more directors to administer the Plan.
Only directors who are Disinterested Persons shall be eligible to serve as
members of the Committee. The Committee shall report all action taken by it
to the Board, which shall review and ratify or approve those actions that are
by law required to be so reviewed and ratified or approved by the Board.  The
Committee shall have full and final authority in its discretion, subject to
the provisions of the Plan, to make determinations with respect to the
participation of Participants in this Plan, to prescribe the form of Award
Agreements embodying Awards made under the Plan, and, except as otherwise
required by law or this Plan, to set the size and terms of Awards (which need
not be identical or consistent with respect to each Participant) including
vesting schedules, price, whether stock options granted hereunder shall
constitute an Incentive Stock Option, restriction or option period,
post-retirement and termination rights, payment alternatives such as cash,
stock or other means of payment consistent with the purposes of this Plan,
and such other terms and conditions as the Committee deems appropriate.
Except as otherwise required by this Plan, the Committee shall have authority
to interpret and construe the provisions of this Plan and the Award
Agreements, to correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Award Agreement in the manner the
Committee deems advisable for the administration of the Plan and make
determinations pursuant to any Plan provision or Award Agreement, which shall
be final and binding on all persons.  The Committee may authorize any one or
more of their number or any officer of the Company to execute and deliver
documents on behalf of the Committee.

     4.   COMMON STOCK SUBJECT TO PROVISIONS OF THIS PLAN.  The Common Stock
subject to the provisions of this Plan shall either be shares of authorized
but unissued Common Stock, shares of Common Stock held as treasury stock or
previously issued shares of Common Stock reacquired by the Company, including
shares purchased in the open market.  Subject to adjustment in accordance
with the provisions of Section 11, the aggregate number of shares of Common
Stock available for grant of Awards (including, without limitation, Awards of
Restricted Stock) shall not exceed Fourteen Million Five Hundred Thousand
(14,500,000).  If any part of an Award under this Plan shall be forfeited,
the shares of Common Stock subject to the forfeited portion of such Award
shall again be available for grant under the Plan.

     5.   ELIGIBILITY.  Except as hereinafter provided, Awards may be granted
to any Participant as the Committee shall determine from time to time.  In
determining the Participants to whom Awards shall be granted and the number
of shares to be covered by each such Award, the Committee may take into
account the nature of the services rendered by the respective Participants,
their present and potential contributions to the Company's success and such
other factors as the Committee in its sole discretion shall deem relevant.  A
Participant who has been granted an Award under the Plan may be granted an
additional Award or Awards under the Plan, in the Committee's sole discretion.

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     6.   AWARDS UNDER THIS PLAN.  The Committee, in its sole discretion, may
make Awards of stock options (including Incentive Stock Options and stock
options that do not qualify as Incentive Stock Options) as described in
Sections 7 and 8 hereof, and of Restrictive Stock, as described in Section 10
hereof.

     7.   OPTIONS AUTHORIZED.  The options subject to Award under this Plan
may be Incentive Stock Options or stock options that do not qualify as
Incentive Stock Options (sometimes referred to herein as "nonqualified
options" or "nonqualified stock options").  The Committee shall have the full
power and authority to (i) determine which options shall be nonqualified
stock options and which shall be Incentive Stock Options, (ii) grant only
Incentive Stock Options or, alternatively, only nonqualified stock options,
and (iii) in its sole discretion, grant to the holder of an outstanding
option, in exchange for the surrender and cancellation of such option, a new
option having a purchase price lower than that provided in the option so
surrendered and canceled and/or containing such other terms and conditions as
the Committee may prescribe in accordance with the provisions of the Plan.
Under no circumstances may nonqualified stock options be granted where the
exercise of such nonqualified stock options may affect the exercise of
Incentive Stock Options granted pursuant to the Plan. No options may be
granted under the Plan prior to the Effective Date.  In addition to any other
limitations set forth herein, (1) no Participant shall receive any grant of
options, whether Incentive Stock Options or nonqualified stock options,
exercisable for more than five hundred thousand (500,000) shares of Common
Stock during any one fiscal year of the Company and (2) the aggregate fair
market value (determined in accordance with Paragraph 8(a) of the Plan as of
the time the option is granted) of the Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by a Participant
in any calendar year (under all plans of the Company and of any Parent or
Subsidiary) shall not exceed $100,000.

     8.   TERMS AND CONDITIONS OF OPTIONS.  The grant of an option under the
Plan shall be evidenced by an Award Agreement executed by the Company and the
applicable Participant and shall contain such terms and be in such form as
the Committee may from time to time approve, subject to the following
limitations and conditions:

          (a)  OPTION PRICE.  The option exercise price per share with
respect to each option shall be determined by the Committee, but shall in no
instance be less than the par value of the shares subject to the option.  In
addition, the option exercise price per share with respect to Incentive Stock
Options granted hereunder shall in no instance be less than the fair market
value of the shares subject to the option as determined by the Committee.
For the purposes of this Paragraph 8(a), fair market value shall be, where
applicable, the closing price of the Common Stock on the Date of Grant of
such option as reported on any national securities exchange on which the
Common Stock may be listed.  If the Common Stock is not listed on a national
securities exchange but is publicly traded on the NASDAQ Stock Market's
National Market or on another automated quotation system, the fair market
value shall be the closing price of the Common Stock on the Date of Grant, or
if traded on the NASDAQ Small Cap or NASDAQ Over-The-Counter market, the fair
market value shall be the mean between the closing bid and ask prices on any
such system or market.  If the Common Stock was not traded on the Date of
Grant of such option, the nearest preceding date on which there was a trade
shall be substituted.

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Notwithstanding the foregoing, however, fair market value shall be determined
consistent with Code Section 422(b)(4) or any successor provisions.  The
Committee may permit the option exercise price to be payable by transfer to
the Company of Common Stock owned by the option holder with a fair market
value at the time of the exercise equal to the option exercise price.

          (b)  PERIOD OF OPTION.  The expiration date of each option shall be
fixed by the Committee, but notwithstanding any provision of the Plan to the
contrary, such expiration date shall not be more than ten (10) years from the
Date of Grant of the option.

          (c)  VESTING OF STOCKHOLDER RIGHTS.  Neither the optionee nor his
successor in interest shall have any of the rights of a stockholder of the
Company until the shares relating to the option hereunder are issued by the
Company and are properly delivered to such optionee, or successor.

          (d)  EXERCISE OF OPTION.  Each option shall be exercisable from
time to time (but not less than six (6) months after the Date of Grant) over
such period and upon such terms and conditions as the Committee shall
determine, but not at any time as to less than one hundred (100) shares
unless the remaining shares that have become so purchasable are less than one
hundred (100) shares. After the death of the optionee, an option may be
exercised as provided in Section 9(c) hereof.

          (e)  DISQUALIFYING DISPOSITION.  The Award Agreement evidencing any
Incentive Stock Options granted under this Plan shall provide that if the
optionee makes a disposition, within the meaning of Section 424(c) of the
Code and regulations promulgated thereunder, of any share or shares of Common
Stock issued to him pursuant to exercise of the option within the two-year
period commencing on the day after the Date of Grant of such option or within
the one-year period commencing on the day after the date of issuance of the
share or shares to him pursuant to the exercise of such option, he shall,
within ten (10) days of such disposition date, notify the Company of the
sales price or other value ascribed to or used to measure the disposition of
the share or shares thereof and immediately deliver to the Company any amount
of federal income tax withholding required by law.

          (f)  LIMITATION ON GRANTS TO CERTAIN STOCKHOLDERS.  An Incentive
Stock Option may be granted to a Participant only if such Participant, at the
time the option is granted, does not own, after application of the
attribution rules of Code Section 424, stock possessing more than ten percent
(10%) of the total combined voting power of all classes of Common Stock of
the Company or of its Parent or Subsidiary.  The preceding restrictions shall
not apply if at the time the option is granted the option price is at least
one hundred ten percent (110%) of the fair market value (as defined in
Section 8(a) above) of the Common Stock subject to the option and such option
by its terms is not exercisable after the expiration of five (5) years from
the Date of Grant.

          (g)  RESTRICTION ON ISSUING SHARES.  The exercise of each option
shall be subject to the condition that if at any time the Company shall
determine in its discretion that the satisfaction of withholding tax or other
withholding liabilities, or that the listing, registration, or qualification
of any shares otherwise deliverable upon such exercise upon any securities

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exchange or under any state or federal law, or that the consent or approval
of any regulatory body, is necessary or desirable as a condition of, or in
connection with, such exercise or the delivery or purchase of shares pursuant
thereto, then in any such event, such exercise shall not be effective unless
such withholding, listing, registration, qualification, consent, or approval
shall have been effected or obtained free of any conditions not acceptable to
the Company.

          (h)  CONSISTENCY WITH CODE.  Notwithstanding any other provision in
this Plan to the contrary, the provisions of all Award Agreements relating to
Incentive Stock Options pursuant to the Plan shall not violate the
requirements of the Code applicable to the Incentive Stock Options authorized
hereunder.

     9.   EXERCISE OF OPTION.

          (a)  Any option granted hereunder shall be exercisable according to
the terms of the Plan and at such times and under such conditions as
determined by the Committee and set forth in the Award Agreement.  An option
shall be deemed exercised when (i) the Company has received written notice of
such exercise in accordance with the terms of the Award Agreement, (ii) full
payment of the aggregate option exercise price of the shares as to which the
option is exercised has been made and (iii) arrangements that are
satisfactory to the Committee in its sole discretion have been made for the
Participant's payment to the Company of the amount, if any, that the
Committee determines to be necessary for the Company to withhold in
accordance with applicable federal or state income tax withholding
requirements.

          (b)  Upon Retirement or other termination of the Participant's
Continuous Status as an Employee, other than (a) a termination that is either
(i) for Cause or (ii) voluntary on the part of a Participant and without the
written consent of the Company, a Parent, any Subsidiary or USLD or (b) a
termination by reason of death, the Participant may (unless otherwise
provided in his Award Agreement) exercise his option at any time within three
(3) months after such termination of the Participant's Continuous Status as
an Employee (or within one (1) year after termination of the Participant's
Continuous Status as an Employee due to permanent and total disability within
the meaning of Code Section 22(e)(3)), or within such other time as the
Committee shall authorize, but in no event may the Participant exercise his
Option after ten (10) years from the Date of Grant thereof (or such lesser
period as may be specified in the Award Agreement), and only to the extent of
the number of shares for which his options were exercisable by him at the
date of the termination of the Participant's Continuous Status as an
Employee.  In the event of the termination of the Continuous Status as an
Employee of a Participant to whom an option has been granted under the Plan
that is either (i) for Cause or (ii) voluntary on the part of the Participant
and without written consent, any option held by him under the Plan, to the
extent not previously exercised, shall forthwith terminate on the date of
such termination of the Participant's Continuous Status as an Employee.
Options granted under the Plan shall not be affected by any change of
employment so long as the holder continues to be an employee of the Company,
a Subsidiary or a Parent, or with respect to a USLD Participant, USLD. The
Award Agreement may contain such provisions as the Committee shall approve
with respect to the effect of approved leaves of absence.

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          (c)  In the event a Participant to whom an option has been granted
under the Plan dies during, or within three (3) months after the Retirement
or other termination of, the Participant's Continuous Status as an Employee,
such option (unless it shall have been previously terminated pursuant to the
provisions of the Plan or unless otherwise provided in his Award Agreement)
may be exercised (to the extent of the entire number of shares covered by the
option whether or not purchasable by the Participant at the date of his
death) by the executor or administrator of the optionee's estate or by the
person or persons to whom the optionee shall have transferred such option by
will or by the laws of descent and distribution, at any time within a period
of one (1) year after his death, but not after the exercise termination date
set forth in the relevant Award Agreement.

          (d)  If as of the date of termination of the Participant's
Continuous Status as an Employee (other than as a result of the Participant's
death) the Participant is not entitled to exercise his entire options, the
shares of Common Stock covered by the unexercisable portion of the option
shall revert to the Plan.  If the Participant (or his designee or estate as
provided in Section 9(c) above) does not exercise his options within the time
specified in the Plan and the Award Agreement, the unexercised options shall
terminate and the shares of Common Stock covered by such options shall revert
to the Plan.

     10.  TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS.

          (a)  GENERAL.  The Committee, in its sole discretion, may make
Awards of Restricted Stock to selected Participants, which Awards shall be
evidenced by an Award Agreement that contains such terms and conditions,
including vesting, as the Committee may determine.  As a condition to any
Award of Restricted Stock hereunder, the Committee may require a Participant
to pay to the Company the amount (such as the par value of such shares)
required to be received by the Company in order to assure compliance with
applicable state law.  Any Award of Restricted Stock for which such
requirement is established shall automatically expire if not purchased in
accordance with the Committee's requirements within sixty (60) days after the
Date of Grant.

          Subject to the terms and conditions of the respective Award
Agreement, the Participant, as the owner of the Common Stock issued as
Restricted Stock and any Retained Distributions with respect thereto, shall
have the rights of a stockholder, including, but not limited to, voting
rights as to such Common Stock and the right to receive cash dividends or
distributions thereon when, as and if paid.

          Within the limits set forth in the Plan, an Award of Restricted
Stock may be subject to such vesting requirements as may be fixed by the
Committee. Vesting may be accelerated by a Change of Control.  Vesting may
also be accelerated upon death, permanent disability or Retirement.

          Unless otherwise provided in the Award Agreement, in the event that
an Award of Restricted Stock is made to a Participant whose employment or
service is subsequently terminated by reason of death, permanent disability
or Retirement or for such other reason as the

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Committee may provide, such Participant (or his estate or beneficiary) will
be entitled to receive such additional portion of his Restricted Stock and
any Retained Distributions with respect thereto that the Participant would
have received had the Participant remained in the employment of the Company,
Parent, Subsidiary or USLD, as applicable, through the date on which the next
portion of the shares of unvested Restricted Stock subject to the Award of
Restricted Shares would have vested.

          Unless otherwise provided in the Award Agreement, in the event an
Award of Restricted Stock is made to a Participant whose employment with the
Company, Parent, Subsidiary or USLD, as applicable, is subsequently
terminated by the Participant for Good Reason or by the Company, Parent,
Subsidiary or USLD, as applicable, other than for Cause, then in any such
event, the Participant will be entitled to receive such additional portion of
his shares of Restricted Stock and any Retained Distributions with respect
thereto that the Participant would have received had the Participant remained
in the employment of the Company, Parent, Subsidiary or USLD, as applicable,
through the date on which the next portion of the shares of unvested
Restricted Stock subject to the Award of Restricted Stock would have vested.

          Unless otherwise provided in the Award Agreement, in the event that
an Award of Restricted Stock is made to a Participant who subsequently
voluntarily resigns or whose employment is terminated for Cause, then all
such Restricted Stock and any Retained Distributions with respect thereto as
to which the Restricted Period still applies shall be forfeited by such
Participant and shall again become available for grant under the Plan.

          (b)  TRANSFERABILITY.  Restricted Stock and any Retained
Distributions with respect thereto may not be sold, assigned, transferred,
pledged, or otherwise encumbered during the Restricted Period, which shall be
determined by the Committee and shall not be less than one year nor more than
two years from the date such Restricted Stock was awarded.  The Committee
may, at any time, reduce the Restricted Period with respect to any
outstanding shares of Restricted Stock and any Retained Distributions with
respect thereto awarded under the Plan.

          Shares of Restricted Stock, when issued, will be represented by a
stock certificate or certificates registered in the name of the Participant
to whom such Restricted Stock shall have been granted and shall bear a
restrictive legend to the effect that ownership of such Restricted Stock (and
any related Retained Distributions) and the enjoyment of all rights
appurtenant thereto are subject to the restrictions, terms and conditions
provided in the Plan and the applicable Award Agreement.  Each certificate
shall be deposited by the Participant with the Company, together with stock
powers or other instruments of assignment, each endorsed in blank, which will
permit transfer to the Company of all or any portion of the Restricted Stock
and any securities constituting Retained Distributions that shall be
forfeited or that shall not become vested in accordance with the respective
Award Agreement.  The certificate or certificates issued for the Restricted
Stock may bear such legend or legends as the Committee may, from time to
time, deem appropriate to reflect the restrictions under the Plan for such
Restricted Stock.

                                       -9-

<PAGE>

          (c)  STOCK CERTIFICATES; ADDITIONAL RESTRICTIONS.  Shares of
Restricted Stock shall constitute issued and outstanding shares of Common
Stock for all corporate purposes.  Each Participant will have the right to
vote the Restricted Stock held by such Participant, to receive and retain all
cash dividends and distributions thereon and exercise all other rights,
powers and privileges of a holder of Common Stock with respect to such
Restricted Stock, with the exception that:

               (i)   the Participant will not be entitled to delivery of the
stock certificate or certificates representing such Restricted Stock until
the Restricted Period applicable to such shares or portion thereof shall have
expired and unless all other vesting requirements with respect thereto shall
have been fulfilled;

               (ii)  other than cash dividends and distributions and rights
to purchase stock which might be distributed to stockholders of the Company,
the Company will retain custody of all Retained Distributions made, paid,
declared or otherwise received by the holder thereof with respect to
Restricted Stock (and such Retained Distributions will be subject to the same
restrictions, terms and conditions as are applicable to the Restricted Stock
with respect to which they were made, paid or declared) until such time, if
ever, as the Restricted Period applicable to the shares with respect to which
such Retained Distributions shall have been made, paid, declared or received
shall have expired, and such Retained Distributions shall not bear interest
or be segregated in separate accounts; and

               (iii) upon the breach of any restrictions, terms or conditions
provided in the Plan or the respective Award Agreement or otherwise
established by the Committee with respect to any Restricted Stock or Retained
Distributions, such Restricted Stock and any related Retained Distributions
shall thereupon be automatically forfeited.

          (d)  MERGERS AND OTHER CORPORATE CHANGES.  Unless otherwise
provided in the Award Agreement, upon the occurrence of a Change of Control,
all restrictions imposed on the Participant's Restricted Stock and any
Retained Distributions shall automatically terminate and lapse and the
Restricted Period shall automatically terminate; provided, however, that if
the Change of Control occurs within six (6) months of the Date of Grant the
restrictions and Restricted Period shall terminate on the six (6)-month
anniversary of the Date of Grant.

     11.  ADJUSTMENTS.  The Committee, in its discretion, may make such
adjustments in the option price, the number or kind of shares and other
appropriate provisions covered by outstanding Awards that are required to
prevent any dilution or enlargement of the rights of the holders of such
options that would otherwise result from any reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger,
consolidation, issuance of rights or any other change in the capital
structure of the Company.  The Committee, in its discretion, may also make
such adjustments in the aggregate number and class of shares that may be the
subject of Awards which are appropriate to reflect any transaction or event
described in the preceding sentence.

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     12.  AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN.  The Board may,
at any time, amend or terminate the Plan.  Unless sooner terminated
hereunder, the Plan shall terminate ten (10) years after the Effective Date.
No amendment, suspension or termination of the Plan shall, without a
Participant's consent, impair or negate any of the rights or obligations
under any Award theretofore granted to such Participant under the Plan.

     13.  TAX WITHHOLDING.  The Company shall have the right to withhold from
any payments made under this Plan, or to collect as a condition of payment,
any taxes required by law to be withheld.  At any time when a Participant is
required to pay to the Company an amount required to be withheld under
applicable income tax laws in connection with a distribution of shares of
Common Stock pursuant to this Plan, the Participant may satisfy this
obligation in whole or in part by electing to have the Company withhold from
such distribution shares of Common Stock having a value equal to the amount
required to be withheld.  The value of the shares of Common Stock to be
withheld shall be based on the fair market value, as determined pursuant to
Section 8(a) hereof, of the Common Stock on the date that the amount of tax
to be withheld shall be determined (the "Tax Date").  Any such election is
subject to the following restrictions: (i) the election must be made on or
prior to the Tax Date; (ii) the election must be irrevocable; and (iii) the
election must be subject to the disapproval of the Committee.  To the extent
required to comply with rules promulgated under Section 16 of the Exchange
Act, elections by Participants who are subject to Section 16 of the Exchange
Act are subject to the following additional restrictions: (i) no election
shall be effective for a Tax Date which occurs within six (6) months of the
grant of the Award; and (ii) the election must be made either (a) six (6)
months or more prior to the Tax Date or (b) during the period beginning on
the third business day following the date of release for publication for the
Company's quarterly or annual summary statements of sales and earnings and
ending on the twelfth business day following such date.

     14.  EFFECTIVE DATE OF THE PLAN.  This Plan shall become effective on
the date (the "Effective Date") of the last to occur of (i) the adoption of
the Plan by the Board and (ii) the approval, within twelve (12) months of
such adoption, by a majority (or such other proportion as may be required by
state law) of the outstanding voting shares of the Company, voted either in
person or by proxy, at a duly held stockholders meeting or by written
stockholder consent but in any event not before the effectiveness of the
Company's Form 10 Registration Statement filed under the Exchange Act.

     15.  SPECIAL PROVISIONS REGARDING CHANGE OF CONTROL.  The Board or the
Committee may, from time to time, make special provisions for one or more
Participants respecting a possible Change of Control of the Company, a
Subsidiary, Parent or USLD, and, to the extent that any such special
provisions made with the consent of the affected employee may have the effect
of accelerating vesting of stock options granted under the Plan or removal of
restrictions on Restricted Stock allotted under the Plan or the effect of
preventing a termination or dilution of benefits, such special provisions
shall be controlling over and shall be deemed to be an amendment of any
inconsistent terms of the applicable Award Agreement.

                                       -11-

<PAGE>

     16.  MISCELLANEOUS PROVISIONS.

          (a)  If approved by the Board, the Company or any Parent or
Subsidiary may lend money or guarantee loans by third parties to an
individual to finance the exercise of any option granted under the Plan to
continue to hold Common Stock thereby acquired.  No such loans to finance the
exercise of an Incentive Stock Option shall have an interest rate or other
terms that would cause any part of the principal amount to be characterized
as interest for purposes of the Code.

          (b)  This Plan is intended and has been drafted to comply in all
respects with Rule 16b-3, as amended, under the Exchange Act ("Rule 16b-3").
If any provision of this Plan does not comply with Rule 16b-3, this Plan
shall be automatically amended to comply with Rule 16b-3.

          (c)  No person shall have any claim or right to be granted an
Award, and the grant of an Award shall not be construed as giving a
Participant the right to be retained in the employ of the Company, a Parent,
a Subsidiary or USLD.  Nothing in this Plan shall interfere with or limit in
any way the right of the Company, a Parent, any Subsidiary or USLD to
terminate any Participant's employment at any time, nor confer upon any
Participant any right to continue in the employ of the Company, a Parent, any
Subsidiary or USLD.

          (d)  To the extent that federal laws do not otherwise control, this
Plan shall be construed in accordance with and governed by the laws of the
State of Delaware or the property laws of any particular state.

          (e)  In case any one or more of the provisions of this Plan shall
be held invalid, illegal or unenforceable in any respect under applicable law
and regulation (including Rule 16b-3), the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby and the invalid, illegal or unenforceable provisions
shall be deemed null and void; however, to the extent permissible by law, any
provision which could be deemed null and void shall first be construed,
interpreted or revised retroactively to permit this Plan to be construed in
compliance with all applicable laws (including Rule 16b-3) so as to foster
the intent of this Plan. Notwithstanding anything in this Plan to the
contrary, the Committee, in its sole and absolute discretion, may bifurcate
this Plan so as to restrict, limit or condition the use of any provision of
this Plan to Participants who are subject to Section 16 of the Exchange Act
without so restricting, limiting or conditioning this Plan with respect to
other Participants.

          (f)  None of a Participant's rights or interests under the Plan may
be assigned or transferred in whole or in part, either directly or by
operation of law or otherwise (except pursuant to a qualified domestic
relations order or, in the event of a Participant's death, by will or the
laws of descent and distribution), including, but not by way of limitation,
execution, levy, garnishment, attachment, pledge, bankruptcy or in any other
manner, and no such right or interest of any Participant in the Plan shall be
subject to any obligation or liability of such individual.

                                       -12-

<PAGE>

          (g)  No Restricted Stock or any Retained Distributions shall be
issued hereunder unless counsel for the Company shall be satisfied that such
issuance will be in compliance with applicable federal, state, or other
securities laws.

          (h)  The expenses of the Plan shall be borne by the Company.

          (i)  By accepting any Award under the Plan, each Participant or
beneficiary claiming under or through him shall be conclusively deemed to
have indicated his acceptance and ratification of, and consent to, any action
taken under the Plan by the Company, the Committee or the Board.

          (j)  Awards granted under the Plan shall be binding upon the
Company, its successors and assigns.

          (k)  The appropriate officers of the Company shall cause to be
filed any reports, returns, or other information regarding Awards hereunder
or any Common Stock issued pursuant hereto as may be required by Section 13
or 15(d) of the Exchange Act, or any other applicable statute, rule or
regulation.

          (l)  Nothing contained in this Plan shall prevent the Board of
Directors from adopting other or additional compensation arrangements,
subject to stockholder approval if such approval is required.


                                       -13-