EXHIBIT 10.4

EMPLOYMENT AGREEMENT

 THIS EMPLOYMENT AGREEMENT is dated as of the ____ day of
August, 1997 by and between USCI, Inc., Delaware corporation
having its principal office at 6115-A Jimmy Carter Boulevard,
Norcross, Georgia 30071 (the "Corporation"), and MARIO MARTINEZ,
an individual residing at 222 Lake View Avenue, Penthouse 6, West
Palm Beach, Florida 33401 ("Employee").

W I T N E S S E T H:

 WHEREAS, the Corporation desires to employ Employee as
President and Chief Operating Officer of the Corporation in
connection with the conduct of the business of the Corporation,
and Employee desires to accept such employment on the terms and
conditions herein set forth.

 NOW, THERFORE, in consideration of the foregoing and the
mutual covenants contained herein, the parties hereto agree as
follows:

1. Employment. Employee as its President and Chief
Operating Officer, and Employee hereby accepts such
employment, upon the terms and conditions hereinafter
set forth.

2.   Term.

(a) The term of employment of Employee under this
Agreement (the "Term") shall commence on the date of this
Agreement and shall continue, unless terminated earlier in
accordance with the terms hereof, until July 31, 2000, subject to
extension as provided in paragraph 2(b).

(b) The Term shall be extended automatically for
successive three year periods unless either party elects not to
extend the Term further by giving written notice of such election
to the other party at least sixty (60 days prior to the
expiration of the then-current Term.

3. Office and Duties.

(a) During the Term, Employee shall serve as the
President and Chief Operating Officer of the Corporation and
shall report to the Chairman (the "Chairman") of the Board of
Directors of the Corporation (the "Board").  Subject to any
restrictions set forth in the By-Laws of the Corporation, as
presently constituted or as amended from time to time, Employee
shall perform such duties as are customary for the President and
Chief Operating Officer of a communications company in the United
States and consistent with such position and status, and such
other executive and administrative duties consistent therewith as
may from time to time be assigned to him by the Chairman.

(b) During the Term, the principal place of
employment of Employee shall be the Corporation's principal
office in Norcross, Georgia, or such other office located in the
State of Georgia as may be selected for the Corporation's
principal office, although it is understood that in connection
with the performance of his duties under this Agreement, Employee
will be required to travel to and perform services at other
locations.

(c) Employee shall perform well and faithfully the
duties which may be assigned to him from time to time by the
Chairman.  Employee shall devote all of his business time,
attention and energies to the business and affairs of the
Corporation, shall use his best efforts to advance the best
interests of the Corporation, and shall not during the Term be
actively engaged in any other business activity, whether or not
such business activity is pursued for gain, profit or other
pecuniary advantage, provided that the employee may invest his
personal assets for his own or his family's account in business
entities which do not compete with the business of the
Corporation or its subsidiaries, as long as such investments do
not require Employee to render any personal services for or on
behalf of any such business entities during the term hereof and
further provided that Employee may purchase stock in any public
corporation which is a competitor of the Corporation, provided
(A) the total amount purchased shall not exceed five (5%) of the
issued and outstanding stock of such public corporation and (B)
employee does not directly or indirectly acquire or assume any
management responsibilities in such public corporation.

(d) The Corporation shall promptly pay to Employee
the approved reasonable expenses incurred by him in the
performance of his duties hereunder, including, without
limitation, those incurred in connection with business related
travel or entertainment, or, if such expenses are paid directly
by Employee, shall promptly reimburse him for such payment,
provided that Employee properly accounts therefor in accordance
with the Corporation's policy.

4.    Compensation.  As full compensation for the services
to be rendered hereunder by Employee, the Corporation agrees to
pay to Employee:

(a) During the twelve months ended July 31, 1998, a
base salary at the initial annual rate of $175,000, payable in
bi-weekly installments in accordance with the Corporation's usual
payroll practices, which base salary shall be increased to
$200,000 for the twelve months ended July 31, 2000.

(b) As additional compensation, the Employee, during
the term of this Agreement or any renewals thereof, will be paid
a bonus (the "Bonus") based upon all Net Activations processed by
the Corporation.  The term "Net Activations" shall mean the
aggregate number of persons and entities enrolled as new
subscribers (i) to the Corporation's non-facilities based
wireless services and (ii) by the Corporation, acting as agent,
to the wireless services of facilities based carriers, less such
number of new subscribers whose wireless service is deactivated
or otherwise terminated prior to completion of any mandatory
minimum service period.

(i) For each of the three calendar
years ending December 31, 1999, such Bonus shall be paid at the
rate of Seventy-five ($.75) Cents per Net Activation in excess of
50,000 cellular and PCS subscribers in such calendar year and One
and 25/100 ($1.25) Dollars for each Net Activation for cellular
and PCS subscribers in excess of 100,000 in such calendar year.

(ii) For each of the three calendar
years ending December 31, 1999, such Bonus shall be paid at the
rate of Fifty ($.50) Cents for each Net Activation of a paging
subscriber.

(iii) For each of the three calendar
years ending December 31, 1999, the Employee shall be paid a
minimum Bonus of Twenty-five Thousand ($25,000) Dollars which
shall be deducted from the Bonus, if any, received pursuant to
paragraph 4(b)(i) and 4(b)(ii) for such calendar years.

(iv) Subject to paragraph 4(b)(iii), the
aggregate Bonus paid pursuant to paragraphs 4(b)(i) and 4 (b)(ii)
during each calendar year ending December 31 set forth below
shall not exceed the following amounts:

(A) 1997 - $  350,000
      (B) 1998 - $  700,000
      (C) 1999 - $1,250,000

(v) The Bonus for each year shall be
paid to Employee in its entirety within ten (10) days following
the acceptance by the Board of the financial statements of the
Corporation for such year, but in no event more than ninety (90)
days after the end of such year.

(c) In each year during the term of this Agreement,
in addition to the initial grants of stock options to the
Employee pursuant to paragraph 5 hereof, Employee shall be
eligible for award of stock options in an amount to be determined
by the Board or the committee of the Board charged with making
such awards, based on his relative position and responsibilities
within the Corporation.  The terms and conditions of the stock
options to be awarded to Employee shall be determined in
accordance with the terms of a separate stock option agreement
and stock option plan adopted or to be adopted by the Corporation
for all or certain of its employees.

(d) In thee event that the Corporation's services are
expanded to include wireline and other telecommunications
services, the parties agree to negotiate additional bonus grants
with respect to such services comparable to the bonus grants
provided herein.

5.    Stock Option.

(a) The Corporation hereby agrees to grant to
Employee an incentive stock option to purchase 325,000 shares of
the Corporation's Common Stock, par value $.0001 per share, at an
exercise price per share equal to the last reported sale price of
the Corporation's Common Stock on the Nasdaq National Market
System on the date hereof, and on the terms and conditions set
forth in the form of Incentive Stock Option Agreement and the
USCI, Inc. 1997 Stock Option Plan attached hereto.

(b) Provided the Employee is employed by the
Corporation on August 1, 1998 and on August 1, 1999, the
Corporation hereby agrees to grant Employee a stock option to
purchase 25,000 shares of the Corporation's Common Stock par
value $.0001 per share to vest immediately on each anniversary
date at an exercise price equal to the last reported sale price
on the NASDAQ National Market System on such anniversary date.

6.    Other Benefits.

(a) Employee shall participate in the Corporation's
benefit plans based on his relative position, service and
responsibilities with the Corporation.

Nothing contained herein shall be deemed to limit or affect
the right of Employee to receive bonuses or other forms of
additional compensation or to participate in any retirement,
disability, profit sharing, stock option, cash or stock bonus or
other plan or arrangement, or in any other benefits now or
hereafter provided by the Corporation for its employees at the
sole discretion of the Board.

(b) Employee shall be entitled to a paid vacation
(taken consecutively or in segments) of four (4) weeks during
each calendar year.  Such vacation may be taken at such times as
are reasonably consistent with proper performance by Employee of
his duties and responsibilities hereunder.  The carryover of
unused vacation time to the following calendar year will require
written approval by the Board.

(c) For the purposes of local business travel, the
Corporation shall pay the Employee an automobile allowance of
$1,000 per month to cover the Employee's reasonable expenses in
connection with the insurance, operation, and maintenance of such
automobile.

(d) The Employer shall reimburse the direct moving
costs incurred by Employee in relocating from Florida to the
Atlanta, Georgia area not to exceed $_______.

(e) The Employer shall reimburse the weekly
transportation costs incurred by the Employee in commuting from
Florida to the Corporation's principal offices in Norcross,
Georgia for a period not to exceed ninety (90) days.

(f) The Corporation shall reimburse the Employee for
the premium cost of a life insurance policy, which the premium
cost shall not exceed $1,650 in each year.

7.    Termination for Death or Disability.

(a) The employment of Employee shall terminate
immediately in the event of the death of Employee.  At the
election of the Corporation, the employment of Employee shall
terminate in the event that Employee shall fail to render and
perform the services required of him under this Agreement because
of any physical or mental incapacity or disability for a total of
one hundred eighty (180) days or more during any consecutive
twelve (12) month period ("Disability").  The employment of
Employee shall terminate for Disability forty-five (45) days
after Employee has received written notice from the Corporation
of said termination, provided that Employee has not returned to
full-time service with the Corporation on or before such date.
In the event Employee dies during the period of employment or in
the event the Corporation elects to terminate the employment of
Employee of Disability, all obligations of the Corporation under
this Agreement will cease as of the date of termination, except
that the Corporation shall pay, and Employee or his personal
representative, as the case may be, shall be entitled to receive,
the following:

(i) the continuation of the base salary
in effect at the time of death or termination for Disability for
a period of twelve (12) full months after the month in which
death or termination for Disability occurs, to be paid in
accordance with paragraph 1(a).  Notwithstanding the foregoing,
in the event of a termination for Disability, the payments
described in this paragraph 7(a)(i) shall be reduced each month
to the extent of the payments, if any, that Employee receives
during such month under any disability insurance coverage
maintained by the Corporation for the benefit of Employee;

(ii) any unpaid bonus earned by Employee
for any prior or current fiscal year of the Corporation, which
shall be paid in accordance with paragraph 4(b);

(iii) a payment in respect of any accrued
but unused vacation time based on Employee's rate of base salary
immediately prior to this death or termination for Disability;

(iv) a payment of any amounts owing or
accrued under any welfare or pension benefit plans or programs in
which Employee participated as of his death or termination for
Disability under the terms and conditions of the plan or program
pursuant to which such benefits were granted.

(b) If there should be any dispute between the
parties as to whether Employee has a Disability, such question
shall be determined in accordance with the opinion of an
impartial, reputable physician agreed upon for this purpose by
the parties or their representatives.  The opinion of such
physician as to the matter in dispute shall be final and binding
upon the parties.

8.    Termination of Employment For Other Than Death or
Disability.

(a) The Corporation may terminate the employment of
Employee for cause ("Cause") upon thirty (30) days' written
notice to Employee.  Termination for Cause shall mean discharge
by the Corporation on the following grounds:

(i) Employee's conviction in a court of
law of an Offense, as defined below, which conviction prevents
Employee from effective management of the Corporation or
materially adversely affects the reputation or business of the
Corporation.  For purposes of this paragraph, an "Offense" shall
mean any felony and any other infraction that would constitute
either (x) a misdemeanor other than a petty offense under federal
law; or

(ii) Employee's continuing willful
failure or refusal to perform his duties required by this
Agreement.  Notwithstanding the foregoing, Employee may not be
terminated for Cause unless Employee shall have first received
written notice from the Board stating with specificity the
grounds for termination and affording Employee and his counsel a
reasonable opportunity to be heard before the Board and not less
than thirty (30) days to correct the acts or omissions complained
of, if correctable.  For purposes of this paragraph, an act, or
failure to act, on Employee's part shall be considered "willful
if it was done, or omitted to be done, by him in bad faith or if
it was done without reasonable belief that his action or omission
was in the best interests of the Corporation or in direct
contravention of specific directives of the Board.  Upon a
termination for Cause, all obligations of the Corporation under
this Agreement will cease as of the date of termination, except
that the Corporation shall pay Employee, and Employee shall be
entitled to receive, the following:

(A) the unpaid portion of base
salary being paid to Employee at the time of termination, pro
rated through the date of termination, to be paid in accordance
with paragraph 4(a);

(B) any unpaid bonus earned by
Employee for any prior or current fiscal year of the Corporation,
which shall be paid in accordance with paragraph 4(b); and

(C) a payment of any amounts owing
or accrued under any welfare or pension benefit plans or programs
in which Employee participated as of such termination under the
terms and conditions of the plan or program pursuant to which
such benefits were granted.

(b) The Corporation may terminate this Agreement
without Cause upon ninety (90) days' written notice to Employee.
IN the event of termination of Employee without Cause, other than
by reason of the death or Disability of Employee, all obligations
of the Corporation under this Agreement will cease as of the date
of termination, except that the Corporation shall pay Employee,
and Employee shall be entitled to receive, the following:

(i) the continuation of the base salary in
effect at the time of termination for the lesser of (x) a period
of six (6) full months after the month in which such termination
occurs, or (y) the balance of the Term, which shall be paid in
accordance with paragraph 4(a);

(ii) any unpaid Bonus earned by Employee for
any prior or current fiscal year of the Corporation, which shall
be paid in accordance with paragraph 4(b);

(iii) a payment in respect of any accrued but
unused vacation time based on Employee's rate of base salary
immediately prior or current to such termination by the
Corporation;

(iv) a payment of any amounts owing or
accrued under any welfare or pension benefit plans or programs in
which Employee participated as of his termination under the and
conditions of the plan or program pursuant to which such benefits
were granted; and

(v) the vesting of all options granted
hereunder or any subsequent period.

(c) Employee may terminate this Agreement by giving
the Corporation ninety (90) days written notice.  The Corporation
in its sole discretion may waive such notice period and determine
an earlier termination date.  Upon a termination by Employee, all
obligations of the Corporation under this Agreement will cease as
of the date of termination, except that the Corporation shall pay
Employee, and Employee shall be entitled to receive, the
following:
(i) the unpaid portion of base salary being
paid at the time of termination, pro rated through the date of
termination, to be paid in accordance with paragraph 4(a);

(ii) any unpaid bonus earned by Employee for
any prior or current fiscal year of the Corporation, which shall
be paid in accordance with paragraph 4 (b) or the applicable
bonus plan, whichever is sooner;

(iii) a payment in respect of any accrued but
unused vacation time based on Employee's rate of base salary
immediately prior to such termination by Employee; and

(iv) a payment of any amounts owing or
accrued under any welfare or pension benefit plans or programs in
which Employee participated as of his termination under the terms
and conditions of the plan or program pursuant to which such
benefits were granted.



9. Restrictive Covenants and Confidentiality; Injunctive
Relief.


(a) Employee agrees, as a condition to the
performance by the Corporation of its obligations hereunder,
particularly its obligations under paragraphs 4, 5, 6, 7 and 8
hereof, that during the Term and for a period of two (2) years
thereafter, Employee shall not, without the prior written
approval of the Board, directly or indirectly, through any other
person, firm or corporation:

(i) solicit, raid, entice or induce any
person, firm or corporation that presently is, or at any time
during the Term shall be, a client or customer of the Corporation
or its affiliates to become a client or customer of any other
person, firm or corporation unless such person, firm or
corporation will only be performing services for such client or
customer that do not in any way compete, directly or indirectly,
with the business of the Corporation or its affiliates.
Furthermore, Employee shall not approach any such person, firm or
corporation for such purpose or authorize or knowingly approve
the taking of such actions by any other person;

(ii) solicit, raid, entice or induce any
person who presently is, or at any time during the Term shall be,
an employee of the Corporation or its affiliates to become
employed by any other person, firm or corporation.  Furthermore,
Employee shall not approach any such employee for such purpose or
authorize or knowingly approve the taking of such actions by any
other person; or

(iii) engage in any business that competes
directly or indirectly with the business being conducted by the
Corporation or its affiliates as of the date of Employee's
termination, except that Employee may purchase stock in any
public corporation which is a competitor of the Corporation,
provided (A) the total amount purchased shall not exceed five
(5%) percent of the issued and outstanding stock of such public
corporation and (B) Employee does not directly or indirectly
acquire or assume any management responsibilities in such public
corporation.


(b) Employee acknowledges that during the Term, he
will have access to confidential information of the Corporation
and its affiliates, including plans for future developments, and
information about costs, customers, profits, markets, sales,
products, key personnel, pricing policies, operational methods,
technical processes and other business affairs and methods and
other information not available to the public or in the public
domain (hereinafter referred to as "Confidential Information").
In recognition of the foregoing, Employee covenants and agrees
that, except as required by his duties to the Corporation,
Employee will keep secret all Confidential Information of the
Corporation and its affiliates and will not, directly or
indirectly, either during the Term of his employment hereunder or
at any time thereafter, disclose or disseminate to anyone or make
use of, for any purpose whatsoever, any Confidential Information,
and upon termination or his employment, Employee will promptly
deliver to the Corporation all tangible Confidential Information
(including all copies thereof, whether prepared by Employee or
others) which he may possess or control.

(c) Employee acknowledges that the services to be
rendered by him are of a special, unique and extraordinary
character and, in connection with such services, he may have
access to Confidential Information vital to the Corporation's or
its affiliates' business.  By reason of the foregoing, Employee
consents and agrees that if he violates any of the provisions of
this paragraph 9, the Corporation would sustain irreparable harm
and, therefore, in addition to any other remedies which the
Corporation may have under this Agreement or otherwise, the
Corporation shall be entitled to apply to any court or competent
jurisdiction for an injunction restraining Employee or any third
party from committing or continuing any such violation (or
participating therein) of this Agreement.

(d) For a period of three (3) years following
Employee's termination of employment, Employee shall be available
to the Corporation and assist the Corporation in connection with
any litigation brought by or against the Corporation relating to
the period during which Employee was employed by the Corporation;
provided, however, that all reasonable costs and expenses in
connection with the foregoing shall be borne by the Corporation.

(e) The provisions of this paragraph 9 shall survive
the termination or expiration of this Agreement in accordance
with the terms hereof.

10. Ownership of Inventions and Ideas. Employee
acknowledges that the Corporation shall be the sole owner of all
the fruits and proceeds of Employee's services hereunder,
including, but not limited to, all inventions, developments,
discoveries and other improvements relating to equipment,
methods, or processes connected with the Corporation's business
that Employee may develop or create in connection with and during
the Term of Employee's employment hereunder, free and clear of
any claims by Employee (or any successor or assignee of him) of
any kind or character whatsoever other that Employee's right to
compensation hereunder.  Employee agrees that he shall, at the
request of the Board, execute such assignments, certificates or
other instruments as the Board from time to time reasonably deems
necessary or desirable to evidence, establish, maintain, perfect,
protect, enforce or defend the Corporation's right, title and
interest in or to any such properties.  The provisions of this
paragraph 10 shall survive the termination or expiration of this
Agreement in accordance with the terms hereof.

11. Indemnification.  The Corporation agrees to indemnify
and hold harmless Employee against claims in his capacity as an
officer and employee of the Corporation to the full extent
permitted by the Delaware General Corporation Law.

12. Change in Control.

(a) Notwithstanding anything to the contrary
contained in this Agreement, including, but not limited to
paragraph 8 hereof, in the event that a Change in Control (as
hereinafter defined) occurs during the Term, and an Involuntary
Termination (as hereinafter defined) of Employee's employment
with the Corporation occurs during the period (the "Covered
Period") commencing six (6) months prior to the date of the
Change of Control and ending two (2) years after the date of the
Change in Control, Employee shall be entitled to receive the
following:

(i) the compensation and benefits
provided for in paragraphs 8(b)(i), (ii), (iii) and (iv), except
that payment of such amounts shall be made within thirty (30)
days after the termination of Employee's employment pursuant to
this paragraph 12;

(ii) an amount equal to the sum (A) the
annual base salary being paid at the time of such termination,
prorated over the greater of the remainder of the term or twelve
months, and (B) the average of all Bonuses, if any, paid or
payable to Employee for the two (2) complete fiscal years of the
Corporation immediately preceding such termination or twelve
months, whichever is greater:

(iii) for a period of thirty-six (36)
months after the month in which Employee's termination occurs,
all benefits under all welfare or pension benefit plans or
programs in which the Employee participated as of the date of
termination shall continue pursuant to the terms and conditions
of the plan or program pursuant to which such benefits were
granted.  In lieu of having such benefits continue, Employee may
elect to receive a cash payment from the Corporation equal to the
present value of such benefits (determined on a replacement cost
basis) within thirty (30) days after such election.  In order to
make such an election, Employee shall notify the Corporation in
writing within thirty (30) days after such termination; and

(b) For purposes hereof, the following definitions
shall apply:

(i) A "Change of Control" shall be deemed to
have occurred upon the earliest to occur of the following events:
(A) the date the stockholders of the Corporation (or the Board,
if stockholder action is not required) approve a plan or other
arrangement pursuant to which the Corporation will be dissolved
or liquidated, or (B) the date the stockholders of the
Corporation (or the Board, if stockholder action is not required)
approve a definitive agreement to sell or otherwise dispose of
substantially all of the assets of the Corporation, or (C) the
date the stockholders of the Corporation (or the Board, if
stockholder action is not required) and the stockholders of the
other constituent corporation (or its board of directors if
stockholder action is not required) have approved a definitive
agreement to merge or consolidate the Corporation with or into
such other corporation, other than, in either case, a merger or
consolidation of the Corporation in which holders of shares of
the Corporation's Common Stock immediately prior to the merger or
consolidation will have at least a majority of the voting power
of the surviving corporation's voting securities immediately
after the merger or consolidation, which voting securities are to
be held in the same proportion as such holders' ownership of
Common Stock of the Corporation immediately before the merger or
consolidation, or (C) the date any entity, person or group,
within the meaning of Section 13(d)(3) or Section 14(d)(2) of the
Securities Exchange Act of 1934, as amended ("Exchange Act")
(other than (x) the Corporation or any of its subsidiaries or any
employee benefit plan (or related trust) sponsored or maintained
by the Corporation or any of its subsidiaries, or (y) any other
person who, on the date the Plan is effective, shall have been
the beneficial owner (within the meaning of Rule 13-d-3
promulgated under the Exchange Act) of more than thirty percent
(30%) of outstanding shares of the Corporation's Common Stock),
shall have become the beneficial owner of, or shall have obtained
voting control over, more than thirty (30%) of the outstanding
shares of the Corporation's Common Stock, or (E) the first day
subsequent to the date hereof when directors are elected such
that a majority of the Board of Directors shall have been members
of the Board of Directors for less than two (2) years, unless the
nomination for election of each new director who was not a
director at the beginning of such two (2) year period was
approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of such
period.

(ii) An "Involuntary Termination" shall mean
any termination of Employee's employment with the Corporation
during the Covered Period which:

(A) results from a termination by Employee
following a Change in Responsibilities (as hereinafter defined);
or

(B) results from any other termination by
the Corporation of Employee's employment, other than for Cause.

Involuntary Termination shall not include termination as a
result of death, Disability, or voluntary termination by
Employee, other than a termination pursuant to paragraph
12(c)(ii)(A).

(iii) A "Change in Responsibilities" shall
mean any one or more of the following occurring during the
Covered Period:

(A) a reduction in the nature or scope of
Employee's authority, duties, powers or functions compared with
his authority, duties, powers or functions immediately prior to
the Covered Period, the assignment to Employee of any duties not
consistent with his position immediately prior to the Covered
Period, or a change in Employee's reporting relationship;

(B) a reduction in Employee's offices or
titles or failure to elect Employee to any positions held at the
beginning of the Covered Period (unless Employee is elected to a
more senior position);

(C) a reduction in Employee's base salary
or other material element of Employee's compensation below the
base salary or compensation in effect immediately prior to the
Covered Period.  For purpose of this paragraph 12(b)(iii)(C),
Employee's Bonus shall be deemed a material element of
compensation;

(D) a material breach by the Corporation
of the terms of this Agreement.

13. Miscellaneous.

(a) Neither this Agreement nor the rights or
obligations hereunder of any party hereto shall be assignable
without consent of (i) the Corporation, with respect to an
assignment or attempted assignment by Employee and (ii) Employee,
with respect to an assignment or attempted assignment by the
Corporation; provided that no consent of Employee shall be
required for assignment whereby the assignee, by operation of law
or otherwise, continues to carry on substantially the business of
the Corporation prior to the assignment.  Any assignment or
attempted assignment in violation of this paragraph shall be void
and of no effect.  This Agreement shall be binding upon and inure
to the benefit of the successors and permitted assigns of the
Corporation.

(b) Whenever under this Agreement it becomes
necessary to give notice, such notice shall be in writing, signed
by the party or parties giving or making the same, and shall be
served on the person or persons for whom it is intended or who
should be advised or notified, by Federal Express or other
similar overnight service or by certified or registered mail,
return receipt requested, postage prepaid and addressed to such
party at the address set forth above or at such other address as
may be designated by such party by like notice.  In the case of
Federal Express or other similar overnight service, such notice
or advice shall be effective when sent, and, in the cases of
certified or registered mail, shall be effective two (2) days
after delivery to the U.S. Post Office.

(c) The invalidity of any portion of this Agreement
shall not be deemed to render the remainder of this Agreement
invalid.

(d) This Agreement may be amended or modified only by
an instrument in writing signed by the Corporation and Employee.

(e) The headings of this Agreement are for
convenience of reference only and do not constitute a part
hereof.

(f) The failure of any party at any time to require
performance by any other party of any provision hereof or resort
to any remedy provided herein or at law or in equity shall in no
way affect the right of such party to require such performance or
resort to such remedy at any time thereafter, nor shall the
waiver by any party of a breach of any of the provisions hereof
be deemed to be a waiver of any subsequent breach of such
provisions.  No such waiver shall be effective unless in writing
and signed by the party against whom such waiver is sought to be
enforced.

(g) Employee may at any time or from time to time
waive any or all of the rights and benefits provided for herein
which have not been received by Employee at the time of such
waiver.  In addition, prior to the last day of the calendar year
in which Employee's termination occurs, Employee may waive any or
all rights and benefits provided for herein which have been
received by Employee during such calendar year; provided that
prior to the end of such year Employee repays to the Corporation
(or if the benefit was received from an employee benefit plan, to
such plan) the amount of the benefit received together with
interest thereon at the minimum rate required to avoid imputed
income.  Any waiver of benefits pursuant to this paragraph 13(g)
shall be irrevocable and shall be required to be in writing.

14. Controlling Law; Arbitration.

(a) The validity, interpretation, construction,
performance and enforcement of this Agreement shall be governed
by the laws of the State of Georgia without regard to choice of
law principles.

(b) If a dispute arises between the parties
respecting the terms of this Agreement or Employee's employment
with the Corporation, including, with limitation, any dispute
with respect to the validity of this Agreement or this
arbitration clause, such dispute shall be finally resolved by
binding arbitration as follows.  Any party may require that the
dispute be submitted to binding arbitration, and in such event
the dispute shall be settled by arbitration in accordance with
the Commercial Arbitration Rules of the American Arbitration
Association.  If a mater is submitted to arbitration, each of the
parties shall choose one arbitrator.  The arbitrators selected by
the two parties shall choose a third arbitrator who shall act as
chairman and shall be an attorney and a member of the panel of
the American Arbitration Association.  Each party shall agree to
a speedy hearing upon the matter in dispute and the judgment upon
the award rendered by the arbitrators maybe entered in any court
having jurisdiction thereof.  The place of arbitration shall be
Atlanta, Georgia.  The parties agree that pre-hearing discovery
shall be permitted in the arbitration proceeding. Employee shall
be entitled to receive reimbursement of his reasonable legal fees
and out of pocket expenses from the Corporation with respect to a
dispute arising hereunder (a) in connection with the arbitration
proceedings and the enforcement of the arbitration award, unless
it is determined in the arbitration proceeding that Employee
commenced such proceedings on frivolous grounds or in bad faith
and (b) in the event settlement of a dispute is reached without
arbitration proceedings or a final arbitration decision, if
proceedings are instituted.

IN WITNESS WHEREOF, Employee has hereto set his hand and
the Corporation has caused this instrument to be duly
executed as of the day and year first above written.
     Employee


     ________________________
         Mario Martinez

     USCI, Inc.

     By: ____________________
      Bruce A. Hahn
      Chairman of the Board