USCommunication Services, Inc.
                                
                                
                       First Amendment to
                     VOTING TRUST AGREEMENT
                                
                                
     THIS FIRST AMENDMENT TO VOTING TRUST AGREEMENT ("Agreement")
is made as of December 1, 1997, with reference to that voting
trust agreement dated May 1, 1997 ("the Trust"), between and
among Delia O'Donnell, an individual; Alan Anderson, an
individual; Brian P. O'Donnell, an individual; Tara Goldstone, an
individual; Arthur Haesche, an individual; David Huscher, an
individual; Gerald Zoarski, an individual; Richelle Lambert, an
individual; William Palumbo, an individual; Bruce's Truck Stops,
Inc., a California corporation; Joyce Mitstifer, an individual,
Douglas Pratt, an individual; Deanna O'Donnell, an individual;
C & B Investments, a Trust; James T. Underwood, an individual;
Roland McKenzie, an individual; Mark Leone, an individual; Robert
Candee, an individual; Thomas P. Underwood, an individual; Mark
Leone, an individual; Florence Bush, an individual; Kathy V.
Caruthers, an individual; Blanche Brown, an individual, George
Krieger, an individual; Jack Wilson, an individual; Teja Shariff,
an individual; and Sam Qasm, an individual ("Certificate
Holders") and Delia O'Donnell ("Trustee").

                            RECITALS
                                
     A.   The Trustee subscribed for the purchase of 1,250 shares
of common stock in NATIONWIDE TRANSPORTATION PRODUCTS, INC., a
Delaware corporation ("Company") and those shares have since been
issued to Trustee.

     B.   On August 19, 1997, the name of the Company was changed
to U.S. Communication Services, Inc.

     C.   On November 26, 1997, the Company effected a 16,000 for
1 stock split, and while the number of shares held by each
Certificate Holder as provided in the Trust has been adjusted
accordingly (whether or not so reflected in the voting trust
certificates), the percentage of outstanding shares attributable
to each Certificate Holder has not changed.

     D.   The Certificate Holders and the Trustee desire to amend
the terms of the Trust as set forth hereinbelow.

                            AGREEMENT
                                
     1.   REPLACEMENT OR REMOVAL OF TRUSTEE.  Paragraph 3(e) of
the Trust is amended in its entirety to read as follows:


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<PAGE>

     In  the event Delia O'Donnell should resign or
     otherwise be unable or unwilling to serve as Trustee,
     the successor Trustee shall be Alan Anderson.  In all
     other events, in case of a Trustee's death,
     resignation, or inability to act, the owners of two
     thirds of the shares subject to this Agreement shall
     elect a successor Trustee to act to act under this
     Agreement.  Any Trustee may be removed from office by
     the affirmative vote of the owners of two thirds of the
     shares subject to this Agreement.
     

     2.   FURTHER ACTS ON TERMINATION OR WITHDRAWAL.  In the
event of Termination of the Trust as set forth on Paragraph 4
thereof, or upon the withdrawal of a Certificate Holder under
Paragraph 6 thereof, Certificate Holders shall execute such
reasonable documentation and engage in such further acts as are
reasonably required by the Company, its successors or assigns, to
effect the transfer of stock in the Company from the Trustee to
the subject Certificate Holder(s) upon the surrender of that
Certificate Holder's endorsed voting trust certificate.  Such
documentation and acts include, without limitation, execution of
an investment representation letter or other documentation
reasonably required by Company in order to secure registration of
the stock of Company under federal and state securities laws, or
to otherwise secure the transfer's federal and state exemption
therefrom.

     3.   CONFIRMATION OF TRUST.  As amended by this Agreement,
Certificate Holders and the Trustee confirm the Trust, and all
provisions thereof shall remain in full force and effect.

     Dated:    December 1, 1997

TRUSTEE



_____________________________
Delia O'Donnell


CERTIFICATE HOLDERS



_____________________________
Delia O'Donnell



_____________________________
Alan Anderson


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<PAGE>

_____________________________
Brian P. O'Donnell



_____________________________
Tara Goldstone


_____________________________
Arthur Haesche



_____________________________
David Huscher



_____________________________
Gerald Zoarski



_____________________________
Richelle Lambert



_____________________________
William Palumbo



_____________________________
for Bruce's Truck Stops, Inc.



_____________________________
Joyce Mitstifer



_____________________________
Douglas Pratt



_____________________________
Deanna O'Donnell


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<PAGE>




_____________________________
for C & B Investments



_____________________________
James T. Underwood



_____________________________
Roland McKenzie



_____________________________
Mark Leone



_____________________________
Robert Candee



_____________________________
Thomas P. Underwood



_____________________________
Florence Bush



_____________________________
John DeMarsilis



_____________________________
Kathy V. Caruthers



_____________________________
Blanche Brown



_____________________________
George Krieger


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<PAGE>


_____________________________
Jack Wilson


_____________________________
Teja Shariff



_____________________________
Sam Shariff




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