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                            USCS INTERNATIONAL, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                       AS AMENDED THROUGH OCTOBER 1, 1997

The following constitutes the EMPLOYEE STOCK PURCHASE PLAN (the "Plan") of 
USCS International, Inc. (the "Company").

1.   PURPOSE.  The purpose of the Plan is to provide employees of the Company 
and its majority-owned subsidiaries(1) with an opportunity to purchase Common 
Stock of the Company through payroll deductions.  The Plan is intended to 
qualify as an "Employee Stock Purchase Plan" under the provisions of Sections 
421 and 423 of the Internal Revenue Code of 1986, as amended (the "Code").  
It is the intention of the Company that the Plan shall not constitute a plan 
for any purpose or provision under the Employee Retirement Income Security 
Act of 1974, as amended (29 U.S.C.A. Sections 1001 et seq.).

2.   DEFINITIONS.

     (a)  "COMPENSATION" means(2) total wages and other compensation paid to 
an Employee by his Employer during the Plan Year and reportable as 
compensation on the Employee's Wage and Tax Statement (W-2), but excluding 
bonuses, taxable perquisites, relocation assistance payments, and payments 
made to or on behalf of an Employee to reimburse him for additional costs and 
expenses associated with working outside the United States, plus the amount 
of any elective deferral contributions made in accordance with Code sections 
125, 129, 401(k), 402(a)(8), or 402(h) of the Code.

     (b)  "EMPLOYEE" means(3) any person who (as of the date of payroll 
withholding under the Plan), is an employee of the Company (or of its Parent 
or Subsidiary if such employees are to be participants in the Plan). A leased 
employee, as described in Section 414(n) of the Internal Revenue Code, is not 
an Employee for purposes of this Plan.

     (c)  "PARENT" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company if, at the time of the purchase of
shares by a participant in the Plan, each of the corporations other than the
Company owns stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.

     (d) "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of the
purchase of shares by a participant in the Plan, each of the corporations other
than the last corporation in the unbroken chain owns stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.

3.   ELIGIBILITY.

     (a)  Any employee, as defined in Section 2(b), shall be eligible to 
participate in the Plan on the first day of the first month following date of 
hire.(4)

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(1) Sec. 1, 2(b) and 2(d) were amended September 13, 1996 to add "U.S." 
before, respectively, "subsidiaries" and "Subsidiary" and to add 
"incorporated in one of the United States of America"; and were amended 
October 1, 1997 to remove "U.S." before, respectively, "subsidiaries" and 
"Subsidiary" and to remove "incorporated in one of the United States of 
America";

(2) Sec. 2(a) was amended September 13, 1996, to be consistent with the 
definition of "Compensation" in the Company's 401(k) Plan.  Prior to 
amendment, this definition read as follows: "'Compensation' means regular 
straight time earnings including payments for overtime, shift premium, 
incentive compensation, bonuses, and commissions."

(3) Sec. 2(b) was amended September 13, 1996 to read as stated.  Prior to 
amendment, Sec. 2(b) read as follows: "'Employee' means any person who, (as 
of the date of purchase of shares under the Plan,) is an employee of the 
Company (or of its Parent or Subsidiary if such employees are to be 
participants in the Plan) except for employees who have been employed for 
less than one (1) year (2) employees whose customary employment is twenty 
(20) hours or less per week and (3) employees whose customary employment is 
for not more than five (5) months in any calendar year."

(4) Sec. 3(a) was amended September 13, 1996 to delete "who has completed one 
(1) year continuous employment with the Company or its Parent or Subsidiary 
on the date of his or her participation in the Plan is effective." This 
amendment was approved by stockholders holding a majority of the voting 
shares as required by Sec.19.


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     (b)  Notwithstanding any provisions of the Plan to the contrary, no 
employee shall be permitted to participate in the Plan: (i) if, immediately 
after any purchase of shares under the Plan, such employee would own, 
directly or indirectly, shares (including shares issuable upon the exercise 
of outstanding options to purchase stock) possessing five percent (5%) or 
more of the total combined voting power or value of all classes of shares of 
the Company or of its Parent or Subsidiary; or (ii) if such employee's rights 
to purchase shares under all employee stock purchase plans of the Company or 
of its Parent or Subsidiary will accrue at a rate that exceeds $25,000 of the 
fair market value of such shares (determined at the beginning of the purchase 
period(5)) for each calendar year in which such right to purchase is 
outstanding at any time.

4.   PURCHASE PERIODS.  The Plan shall be implemented by calendar quarter 
purchase periods during the term of the Plan (each, a "Purchase Period").  
The Company's Board of Directors shall designate the commencement date of the 
initial Purchase Period.(6)  Thereafter, each Purchase Period shall 
correspond to a calendar quarter until otherwise determined by the Board of 
Directors or the committee appointed to administer the Plan in accordance 
with Section 13.

5.   PARTICIPATION.(7)

     (a)  An eligible employee may become a participant in the Plan by 
completing an ESPP enrollment form authorizing payroll deductions on the form 
provided by the Company and filing it with the Company's benefits office not 
less than ten (10) days prior to the commencement of any pay day.  Once 
enrolled, an employee will continue to participate until he withdraws from 
the Plan or his participation is terminated, as provided in Section 10.

     (b)  Payroll deductions for a participant shall commence on the first 
pay day following the receipt of the ESPP enrollment form pursuant to Section 
5(a) above, and shall end upon the participant's withdrawal from the Plan or 
the termination of the participant's participation in the Plan, as provided 
in Section 10.

     (c)  From time to time, as necessary, the Board of Directors of the 
Company (or the administrative committee for the Plan) may meet with 
representatives of any corporation which becomes a Parent or Subsidiary 
subsequent to the Plan's adoption date to determine whether and to what 
extent the employees of such Parent or Subsidiary shall be eligible to 
participate in the Plan.

6.   PAYROLL DEDUCTIONS.(8)

     (a)  At the time a participant files his ESPP enrollment form, he shall 
elect to have payroll deductions in whole percentages made on each payday 
during the Purchase Period at a rate not less than two percent (2%) and not 
exceeding ten percent (10%) of the compensation which he receives on such 
payday, and the aggregate of such payroll deductions during the Purchase 
Period shall not exceed ten percent (10%) of his aggregate compensation 
during said Purchase Period, excluding the effect of any increase in the rate 
of compensation which becomes effective during the Purchase Period.

     (b)  All payroll deductions made by a participant shall be applied to 
purchase shares on the next share purchase date as set forth in Section 8.  A 
participant may not make any additional payments into the Plan.

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(5) Sec. 3 (b)(iii) was amended October 1, 1997 to change "at the time such 
purchase option is granted" to "at the beginning of the purchase period" to 
clarify that the ESPP is not a stock option plan for UK tax purposes.

(6) Sec 4:  On September 13, 1996, the Board of Directors of the Company 
designated January 1, 1997 as the commencement date of the initial Purchase 
Period.

(7) Sec. 5 was amended September 13, 1996 as follows: subsection 5(a)  
changed "payroll office" to "benefits office", " 7 days" to "10 days", 
"Purchase Period" to "pay day" and  deleted "on a quarterly basis" in last 
sentence; subsection 5(b) changed " on the first payroll following the 
commencement of the first calendar quarter for which the participant's 
participation is effective" to "on the first pay day following the receipt of 
the ESPP enrollment form pursuant to Section 5(a) above"; deleted subsection 
(c) and renumbered subsection (d) as subsection 5(c).

(8) Sec. 6 was amended September 13, 1996 as follows:  subsection 6(a)  
changed "subscription agreement" to "ESPP enrollment form", added "in whole 
percentages", changed "$10.00 per month" to "two percent (2%)" and deleted 
the following: "and the aggregate of such payroll deductions during the 
Purchase Period shall not exceed ten percent (10%) of his aggregate 
compensation during said Purchase Period, excluding the effect of any 
increase in the rate of compensation which becomes effective during the 
Purchase Period."; subsection 6(b) amended to read as stated; prior to 
amendment, 6(b) read as follows: "All payroll deductions made by a 
participant shall be credited to his account under the Plan.  A participant 
may not make any additional payments into such account."; subsection 6(c) to 
read as stated; prior to amendment, 6(c) read as follows: "A participant 
may discontinue his participation in the Plan as provided in Section 10, or 
may lower, but not increase, the rate of his payroll deductions (within the 
limitation set forth in subparagraph (a) above) by completing or filing with 
the Company a new authorization for payroll deduction.  The change in rate 
shall be effective within fifteen (15) days following the Company's receipt 
of the new authorization"

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     (c) A participant may discontinue his participation in the Plan as 
provided in Section 10, or may change the rate of his payroll deductions 
(within the limitation set forth in subparagraph (a) above) by completing or 
filing with the Company a new ESPP enrollment form for payroll deduction.

     (d)  Non-US employees' payroll deduction will be valued at the average 
of the exchange rate on the last day of the quarter for the purchase of 
shares.(9)

7.   PURCHASE PRICE.

     (a)  Each eligible employee participating in the Plan shall have the 
right to purchase (at the per share price set forth below) up to the number 
of shares of the Company's Common Stock determined by dividing each 
employee's accumulated payroll deductions for the Purchase Period(10) of his 
annual compensation as of the date of the commencement of the applicable 
Purchase Period) by the lower of ninety percent (90%)(11) of the fair market 
value of a share of the Company's Common Stock on (i) the first business day 
of such Purchase Period or (ii) the last business day of such Purchase 
Period, subject to the limitations set forth in Sections 3(b) and 12.  Fair 
market value of a share of the Company's Common Stock shall be determined as 
provided in subsection (b) below.

     (b)  The fair market value of the Company's Common Stock on any date 
shall be determined by the Company's Board of Directors based upon such 
factors as they deem relevant; provided, however, that where there is a 
public market for the Common Stock, the fair market value per share shall be 
the average of the last reported bid and asked prices of the Common Stock, as 
reported in THE WALL STREET JOURNAL (or, if not so reported, as otherwise 
reported by the National Association of Securities Dealers Automated 
Quotation (NASDAQ) System) or, in the event the Common Stock is listed on a 
national securities exchange (within the meaning of Section 6 of the Exchange 
Act) or the NASDAQ National Market System, the fair market value per share 
shall be the closing price on such exchange, as reported in THE WALL STREET 
JOURNAL, on the date of determination.

8.   PURCHASE OF SHARES.  Unless a participant withdraws from the Plan as 
provided in Section 10, his purchase of shares in any Purchase Period will be 
automatic as of the first business day of the next Purchase Period and the 
maximum number of shares(12) will be purchased for him at the applicable 
price with the accumulated payroll deductions in his account. During the 
participant's lifetime, only the participant may purchase shares under the 
Plan.

9.   HOLD PERIOD; DELIVERY OF SHARE CERTIFICATES.(13)

     (a)  Shares of the Company's Common Stock issued pursuant to this Plan 
shall be subject to a six (6) month hold period commencing on the date that 
such shares are issued by the Company (the "Hold Period").  No participant 
may sell, assign, dispose of by gift or otherwise transfer any shares of the 
Company's Common Stock issued pursuant to this Plan prior to the termination 
of the Hold Period.

     (b)  The Company shall maintain a record of all shares issued to 
participants in the Plan.  Upon the termination of the applicable Hold 
Period, a participant in the Plan may request in writing addressed to the 
director of benefits of the Company a share certificate for shares of Common 
Stock issued to such participant and no longer subject to a Hold Period.  
Upon receipt of such written request, the Company shall arrange the delivery 
to such participant of a certificate representing the shares purchased by 
such participant.  The participant will be responsible for paying any 
administrative fees for certificate issuance.

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(9) Sec. 6(d) was added on October 1, 1997.

(10) Sec. 7(a) was amended September 13, 1996 to delete: "(at the rate 
designated by such employee, not to exceed an amount equal to ten percent 
(10%))"

(11) Sec. 7(a) was amended on October 1, 1997 to change 95% to 90%.

(12) Sec. 8 was amended September 13, 1996, to change  "full shares" to 
"shares."

(13) Sec. 9 was amended September 13, 1996 as follows: subsection 9(b)  
"Secretary" changed to "director of benefits" and added "The participant will 
be responsible for paying any administrative fees for certificate issuance";  
subsection 9 (c) deleted, which read: "(c)  Any cash remaining to the credit 
of a participant's account under the Plan after a purchase by him of shares 
in any Purchase Period, or which is insufficient to purchase a full share of 
Common Stock of the Company, shall be accumulated in the participant's 
account and applied to the purchase of shares in the next succeeding Purchase 
Period.  All such funds shall be delivered to a participant in the Plan upon 
such participant's withdrawal from the Plan or termination of employment 
pursuant to Section 10." 

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10.  WITHDRAWAL; TERMINATION OF EMPLOYMENT.(14)

     (a)  A participant may withdraw from the Plan at any time by giving 
written notice to the Company. After receipt of his notice of withdrawal, his 
participation in the Plan will be automatically terminated, and no further 
payroll deductions for the purchase of shares will be made under the Plan. 
All of the participant's payroll deductions credited to his account prior to 
withdrawal will be used to purchase shares at the next share purchase date 
and will not be paid to him in cash.

     (b)  Upon termination of the participant's employment for any reason, 
including retirement or death, his participation in the Plan will be 
automatically terminated. All of the participant's payroll deductions 
credited to his account prior to such termination will be used to purchase 
shares at the next share purchase date and will not be paid in cash.

     (c)  A participant's withdrawal from the Plan will not have any effect 
upon his eligibility to participate in the Plan at a future date or in any 
similar plan which may hereafter be adopted by the Company, so long as the 
participant is otherwise eligible to participate in such plan.

11.  INTEREST.  No interest shall accrue on the payroll deductions of a 
participant in the Plan.

12.  STOCK.

     (a)  The maximum number of shares of the Company's Common Stock which 
shall be made available for sale under the Plan shall be two hundred thousand 
(200,000) shares(15), subject to adjustment upon changes in capitalization of 
the Company as provided in Section 18.  If the total number of shares which 
would otherwise be subject to purchase by participants pursuant to Section 
7(a) exceeds the number of shares then available under the Plan (after 
deduction of all shares which have been purchased under the Plan), the 
Company shall make a pro rata allocation of the shares remaining available 
for purchase in as uniform a manner as shall be practicable, provided that no 
participant shall be permitted to purchase more shares than the maximum 
number of shares allowable to such participant as calculated pursuant to the 
provisions of Section 7(a) hereof.  In such event, the Company shall give 
written notice of such reduction of the number of shares available for 
purchase to each employee affected thereby and shall similarly reduce the 
rate of payroll deductions, if necessary.

     (b)  The participant will have no interest or voting right in shares to 
be purchased by a participant under the Plan until such shares have been 
issued by the Company.

     (c)  Shares to be delivered to a participant under the Plan will be 
registered in the name of the participant or in the name of the participant 
and his or her spouse.

13.  ADMINISTRATION.  The Plan shall be administered by the Board of 
Directors of the Company or a committee appointed by the Board.  The 
administration, interpretation or application of the Plan by the Board or its 
committee shall be final, conclusive and binding upon all participants.  
Members of the Board of Directors or its committee who are eligible employees 
are permitted to participate in the Plan.

14.  DESIGNATION OF BENEFICIARY.

     (a)  A participant may file a written designation of a beneficiary who 
is to receive any shares and cash, if any, from the participant's account 
under the Plan in the event of such participant's death prior to delivery to 
him of such shares and cash.  In addition, a participant may file a written 
designation of a beneficiary who is to receive any cash from the 
participant's account under the Plan in the event of such participant's death.

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(14) Sec. 10(a) and 10(b) were amended September 13, 1996 to read as stated.  
Prior to amendment, read as follows: "10(a) A participant may withdraw all, 
but not less than all, the payroll deductions credited to his account under 
the Plan at any time by giving written notice to the Company.  All of the 
participant's payroll deductions credited to his account will be paid to him 
promptly after receipt of his notice of withdrawal, his participation in the 
Plan will be automatically terminated, and no further payroll deductions for 
the purchase of shares will be made under the Plan.  10(b)  Upon termination 
of the participant's employment for any reason, including retirement or 
death, the payroll deductions credited to his account will be returned to 
him, or, in the case of his death, to the person or persons entitled thereto 
under Section 14, and his participation in the Plan will be automatically 
terminated"

(15) Sec. 12:  The original number of shares authorized for this plan was 
95,239; this was adjusted on June 21, 1996 to 200,000 shares because of a 
2.1:1 stock split. 

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     (b)  Such designation of beneficiary may be changed by the participant 
at any time by written notice.  In the event of the death of a participant 
and in the absence of a beneficiary validly designated under the Plan who is 
living at the time of such participant's death, the Company shall deliver 
such shares and/or cash to the executor or administrator of the estate of the 
participant, or if no such executor or administrator has been appointed (to 
the knowledge of the Company), the Company, in its discretion, may deliver 
such shares and/or cash to the spouse or to any one or more dependents or 
relatives of the participant, or if no spouse, dependent or relative is known 
to the Company, then to such other person as the Company may designate.

15.  TRANSFERABILITY.  Neither payroll deductions credited to a participant's 
account nor any rights with regard to the receipt of shares under the Plan 
may be assigned, transferred, pledged or otherwise disposed of in any way 
(other than by will, the laws of descent and distribution or pursuant to a 
qualified domestic relations order as defined by the Code or Title I of the 
Employee Retirement Income Security Act, or the rules thereunder or as 
provided in Section 14) by the participant.  Any such attempt at assignment, 
transfer, pledge or other disposition shall be without effect, except that 
the Company may treat such act as an election to withdraw funds in accordance 
with Section 10.

16.  USE OF FUNDS.  All payroll deductions received or held by the Company 
under the Plan may be used by the Company for any corporate purpose, and the 
Company shall not be obligated to segregate such payroll deductions.

17.  REPORTS.  Individual accounts will be maintained for each participant in 
the Plan.  Statements of account will be given to participating employees 
periodically.(16)

18.  CHANGES IN CAPITALIZATION.  If any shares are purchased under this Plan 
subsequent to any stock dividend, stock split, spin-off, recapitalization, 
merger, combination, reclassification, exchange of shares or the like, 
occurring after such shares were purchased but prior to delivery of the stock 
certificate therefor, as a result of which shares of any class shall be 
issued in respect of the outstanding shares, or shares shall be changed into 
the same, whether a different number of the same or another class or classes, 
the number of shares to be issued by the Company and the purchase price for 
such shares shall be appropriately adjusted by the Company, as necessary to 
maintain the equality of rights and privileges afforded participants and 
shares issuable under the Plan, provided that, in any transaction described 
in Section 424 of the Code, the Plan shall be administered in such a manner 
as to satisfy the provisions of Section 424 and the regulations thereunder; 
and provided further, that any increase in the aggregate number of shares 
subject to the Plan (other than an increase merely reflecting a change in 
capitalization such as a stock dividend or stock split) must be approved by 
the Company's stockholders in accordance with Section 22 hereof.

19.  AMENDMENT OR TERMINATION.  The Board of Directors of the Company may at 
any time terminate, modify, extend or renew the Plan or any rights to 
purchase shares granted hereunder; provided that no such modification, 
extension or renewal be made without prior approval of the stockholders of 
the Company if such amendment would:

     (a)  Increase the number of shares reserved under the Plan;

     (b)  Permit payroll deductions at a rate in excess of ten percent (10%) 
of the participant's compensation rate;

     (c)  Materially modify the eligibility requirements; or

     (d)  Materially increase the benefits which may accrue to participants 
under the Plan.

20.  NOTICES.  All notices or other communications by a participant to the 
Company under or in connection with the Plan shall be deemed to have been 
duly given when received in the form specified by the Company at the 
location, or by the person, designated by the Company for the 

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(16) Sec. 17 was amended September 13, 1996 by inserting the word 
"periodically" in place of "promptly after the end of each Purchase Period, 
which statements will set forth the total payroll deductions accumulated, the 
per share purchase price, the number of shares purchased and the remaining 
cash balance, if any".

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receipt thereof.

21.  TERM OF PLAN.  The Plan shall become effective upon the earlier to occur 
of its adoption by the Board of Directors or its approval by the stockholders 
of the Company as described in Section 22.  It shall continue in effect for a 
term of twenty (20) years unless sooner terminated pursuant to Section 19.

     APPROVAL OF STOCKHOLDERS.  The Plan and any increase in the number of 
shares reserved under the Plan must be approved by the stockholders of the 
Company within twelve (12) months before or after the date the Plan has been 
adopted or an increase in the number of shares reserved under the Plan has 
been approved by the Board of Directors.  Such stockholder approval shall be 
by the affirmative vote of a majority of the capital stock of the Company 
present or represented and entitled to vote at a duly held meeting or by the 
written consent of the holders of a majority of the outstanding capital stock 
of the Company entitled to vote.  Any purchases of shares pursuant to the 
Plan before stockholder approval is obtained must be rescinded if stockholder 
approval is not obtained within twelve (12) months after the Plan is 
adopted(17).  Such shares shall not be counted in determining whether such 
approval is obtained.

--END OF PLAN--




















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(17) Sec. 22:  Stockholder approval of the Plan was granted on May 16, 1996, 
within the 12 month period.

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