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EXHIBIT 10.1
TO 10-K FOR 1996                            USCS INTERNATIONAL, INC.

                AMENDED AND RESTATED 1988 INCENTIVE STOCK OPTION PLAN
                                 AS OF MARCH 5, 1997

1.  PURPOSES OF THE PLAN.

    This 1988 Stock Option Plan is designed to enable executives and other key
    managers of USCS International, Inc., a Delaware corporation, and its
    wholly-owned Subsidiaries to acquire or increase a proprietary interest in
    the Company and thus to share in the future success of the Company's
    business.  The Plan is intended as a further means of attracting and
    retaining outstanding management personnel.  Since the executives and
    managers eligible to receive Options under the Plan will be those


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    who are in positions to make important and direct contributions to the 
    success of the Company, the directors believe that the grant of Options 
    under the Plan will be in the Company's interest.   Options granted 
    hereunder may be either Incentive Stock Options or Nonstatutory Stock 
    Options at the discretion of the Committee.

2.  DEFINITIONS.

    As used herein, and in any Option granted hereunder, the following
    definitions shall apply:
    (a)  "BOARD" shall mean the Board of Directors of the Company.
    (b)  "CODE" shall mean the Internal Revenue Code of 1986, as amended.
    (c)  "COMMON STOCK" shall mean the Common Stock of the Company.
    (d)  "COMPANY" shall mean USCS International, Inc., a Delaware corporation.
    (e)  "COMMITTEE" shall mean the Committee appointed by the Board in
         accordance with paragraph (a) of Section 4 of the Plan.  If the Board
         does not appoint or ceases to maintain a Committee, the term
         "Committee" shall refer to the Board.
    (f)  "CONTINUOUS EMPLOYMENT" shall mean the absence of any interruption or
         termination of service as an Employee or Non-Employee Director by the
         Company or any Subsidiary.  Continuous Employment shall not be
         considered interrupted during any period of sick leave, military leave
         or any other leave of absence approved by the Board or in the case of
         transfers between locations of the Company or between the Company and
         any Parent, Subsidiary or successor of the Company.
    (g)  "DISINTERESTED PERSON" shall mean a person who has not at any time
         within one year prior to service as a member of the Committee (or
         during such service) been granted or awarded Options or other equity
         securities pursuant to the Plan or any other plan of the Company or
         any Parent or Subsidiary.  Notwithstanding the foregoing, a member of
         the Committee shall not fail to be a Disinterested Person merely
         because he or she participates in a plan meeting the requirements of
         Rule 16b-3(c)(2)(i)(A) or (B) promulgated under the Exchange Act.
    (h)  "EMPLOYEE" shall mean any person, including officers (whether or not
         they are directors), employed by the Company or any Subsidiary.
    (i)  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
         amended.
    (j)  "INCENTIVE STOCK OPTION" shall mean any option granted under this Plan
         and any other option granted to an Employee in accordance with the
         provisions of Section 422 of the Code, and the regulations promulgated
         thereunder.
    (k)  "NONSTATUTORY STOCK OPTION" shall mean an Option granted under the
         Plan that is subject to the provisions of Section 1.83-7 of the
         Treasury Regulations promulgated under Section 83 of the Code.
    (l)  "OPTION" shall mean a stock option granted pursuant to the Plan.
    (m)  "OPTION AGREEMENT" shall mean a written agreement between the Company
         and the Optionee regarding the grant and exercise of Options to
         purchase Shares and the terms and conditions thereof as determined by
         the Committee pursuant to the Plan.
    (n)  "OPTIONED SHARES" shall mean the Common Stock subject to an Option.
    (o)  "OPTIONEE"  shall mean an Employee, Non-Employee Director or
         Consultant who receives an Option.
    (p)  "PARENT" shall mean a "parent corporation," whether now or hereafter
         existing, as defined by Section 424(e) of the Code.
    (q)  "PLAN" shall mean this 1988 Stock Option Plan.
    (r)  "REGISTRATION DATE" shall mean June 21, 1996, the effective date of
         the first registration statement filed by the Company pursuant to
         Section 12(g) of the Exchange Act with respect to any class of the
         Company's equity securities.
    (s)  "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
    (t)  "SHARE" shall mean a share of the Common Stock subject to an Option,
         as adjusted in accordance with Section 11 of the Plan.
    (u)  "SUBSIDIARY" shall mean a "subsidiary corporation," whether now or
         hereafter existing, as defined in Section 424(f) of the Code.

3.  STOCK SUBJECT TO THE PLAN.

    Subject to the provisions of Section 11 of the Plan, the maximum aggregate
    number of Shares which may be optioned and sold under the Plan is 945,000
    Shares.  The Shares may be authorized but unissued or reacquired shares of
    Common Stock.  If an Option expires or becomes unexercisable for any reason
    without having been exercised in full, the Shares which were subject to the
    Option but as to


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    which the Option was not exercised shall, unless the Plan shall have been
    terminated, become available for other Option grants under the Plan.

4.  ADMINISTRATION OF THE PLAN.

    (a)  PROCEDURE AFTER REGISTRATION DATE. The Plan shall be administered
         either by: (i) the full Board, provided that all members of the Board
         are Disinterested Persons; or (ii) a Committee of three (3) or more
         directors, each of whom is a Disinterested Person. The Board shall
         take all action necessary to administer the Plan in accordance with
         the then effective provisions of Rule 16b-3 promulgated under the
         Exchange Act, provided that any amendment to the Plan required for
         compliance with such provisions shall be made consistent with the
         provisions of Section 13 of the Plan, and said regulations.

    (b)  POWERS OF THE COMMITTEE. Subject to the provisions of the Plan, the
         Committee shall have the authority: (i) to determine, upon review of
         relevant information, the fair market value of the Common Stock; (ii)
         to determine the exercise price of Options to be granted, the
         Employees, Directors or consultants to whom and the time or times at
         which Options shall be granted, and the number of Shares to be
         represented by each Option; (iii) to interpret the Plan; (iv) to
         prescribe, amend and rescind rules and regulations relating to the
         Plan; (v) to determine the terms and provisions of each Option granted
         under the Plan (which need not be identical) and, with the consent of
         the holder thereof, to modify or amend any Option; (vi) to authorize
         any person to execute on behalf of the Company any instrument required
         to effectuate the grant of an Option previously granted by the
         Committee; (vii) defer an exercise date of any Option (with the
         consent of the Optionee), subject to the provisions of Section 9(a) of
         the Plan; (viii) to determine whether Options granted under the Plan
         will be Incentive Stock Options or Nonstatutory Stock Options; (ix) to
         make all other determinations deemed necessary or advisable for the
         administration of the Plan; and (x) to designate which Options granted
         under the Plan will be issued in reliance on Rule 701.

    (c)  EFFECT OF COMMITTEE'S DECISION.  All decisions, determinations and
         interpretations of the Committee shall be final and binding on all
         potential or actual Optionees, any other holder of an Option or other
         equity security of the Company and all other persons.

5.  ELIGIBILITY.

    (a)  PERSONS ELIGIBLE FOR OPTIONS. Options may be granted under the Plan to
         key executives and managers who are Employees of the Company.  All
         determinations by the Compensation Committee of the persons to whom
         Options shall be granted hereunder shall be conclusive. An Employee
         who has been granted an Option, if he or she is otherwise eligible,
         may be granted an additional Option or Options.  However, the
         aggregate fair market value (determined in accordance with the
         provisions of Section 8(a) of the Plan) of the Shares subject to one
         or more Incentive Stock Options grants that are exercisable for the
         first time by an Optionee during any calendar year (under all stock
         option plans of the Company and its Parents and Subsidiaries) shall
         not exceed $100,000 (determined as of the grant date); all grants in
         excess of the $100,000 limit shall be designated as Nonstatutory Stock
         Option.

    (b)  NO RIGHT TO CONTINUING EMPLOYMENT.  Neither the establishment nor the
         operation of the Plan shall confer upon any Optionee or any other
         person any right with respect to continuation of employment or other
         service with the Company or any Subsidiary, nor shall the Plan
         interfere in any way with the right of the Optionee or the right of
         the Company (or any Parent or Subsidiary) to terminate such employment
         or service at any time.

6.  TERM OF PLAN.

         The Plan shall become effective as of July 1, 1988 and subject to
         Section 13 hereof, shall extend for a term of ten (10) years from that
         date pursuant to approval of the Plan granted by the holders of a
         majority of the outstanding Shares at the annual meeting of
         Shareholders of the Company held May 6, 1988.

7.  TERM OF OPTION.


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         Unless the Committee determines otherwise, the term of each Option
         granted under the Plan shall be ten (10) years from the date of grant.
         The term of the Option shall be set forth in the Option Agreement.  No
         Incentive Stock Option shall be exercisable after the expiration of
         ten (10) years from the date such Option is granted; provided that, no
         Incentive Stock Option granted to any Employee who, at the date such
         Option is granted, owns (within the meaning of Section 425(d) of the
         Code) more than ten percent (10%) of the total combined voting power
         of all classes of stock of the Company or any Parent or Subsidiary
         shall be exercisable after the expiration of five (5) years from the
         date such Option is granted.

8.  EXERCISE PRICE AND CONSIDERATION.

    (a)  EXERCISE PRICE.  Except as provided in subsection (b) below, the
         exercise price for the Shares to be issued pursuant to any Option
         shall be such price as is determined by the Committee, which shall in
         no event be less than, in the case of Incentive Stock Options, the
         fair market value of such Shares on the date the Option is granted,
         PROVIDED THAT, in the case of any Optionee owning stock possessing
         more than ten percent (10%) of the total combined voting power of all
         classes of stock of the Company or any Parent or Subsidiary of the
         Company, the exercise price shall be 110% of fair market value on the
         date the Incentive Stock Option is granted.  Fair market value of the
         Common Stock shall be determined by the Committee, using such criteria
         as it deems relevant; provided, however, that for such time as the
         Common Stock is listed on a national securities exchange (within the
         meaning of Section 6 of the Exchange Act) or on the NASDAQ National
         Market System (or any successor national market system), the fair
         market value per Share shall be the closing price on such exchange on
         the date of grant of the Option, as reported in THE WALL STREET
         JOURNAL.
    (b)  TEN PERCENT STOCKHOLDERS.  No Option shall be granted to any Employee
         who, at the date such Option is granted, owns (within the meaning of
         Section 424(d) of the Code) more than ten percent (10%) of the total
         combined voting power of all classes of stock of the Company or any
         Parent or Subsidiary, unless the exercise price for the Shares to be
         issued pursuant to such Option is at least equal to 110 percent (110%)
         of the fair market value of such Shares on the grant date determined
         by the Committee in the manner set forth in subsection (a) above.
    (c)  CONSIDERATION.  The consideration to be paid for the Optioned Shares
         shall be payment in cash or by check unless payment in some other
         manner, including by promissory note, other shares of the Company's
         Common Stock or such other consideration and method of payment for the
         issuance of Optioned Shares as is authorized by the Committee at the
         time of the grant of the Option.  Any cash or other property received
         by the Company from the sale of Shares pursuant to the Plan shall
         constitute part of the general assets of the Company.

9.  EXERCISE OF OPTION.

    (a)  VESTING PERIOD.  Any Option granted hereunder shall be exercisable at
         such times and under such conditions as determined by the Committee
         and as shall be permissible under the terms of the Plan, which shall
         be specified in the Option Agreement evidencing the Option.  Options
         granted under the Plan shall vest at a rate of at least twenty percent
         (20%) per year.

    (b)  EXERCISE PROCEDURES.  An Option shall be deemed to be exercised when
         written notice of such exercise has been given to the Company in
         accordance with the terms of the option agreement evidencing the
         Option, and full payment for the Shares with respect to which the
         Option is exercised has been received by the Company.

         An Option may not be exercised for fractional shares. As soon as
         practicable following the exercise of an Option in the manner set
         forth above, the Company shall issue or cause its transfer agent to
         issue stock certificates representing the Shares purchased. Until the
         issuance of such stock certificates (as evidenced by the appropriate
         entry on the books of the Company or of a duly authorized transfer
         agent of the Company), no right to vote or receive dividends or any
         other rights as a stockholder shall exist with respect to the Optioned
         Shares notwithstanding the exercise of the Option.  No adjustment will
         be made for a dividend or other rights for which the record date is
         prior to the date of the transfer by the Optionee of the consideration
         for the purchase of the Shares, except as provided in Section 11 of
         the Plan.  After the Registration Date, the exercise of an Option by
         any person subject to short-swing trading liability under Section
         16(b) of the


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         Exchange Act shall be subject to compliance with all applicable
         requirements of Rule 16b-3(d) or (e) promulgated under the Exchange
         Act.

    (c)  DEATH OF OPTIONEE.  In the event of the death during the Option period
         of an Optionee who is at the time of his death, or was within the
         ninety (90)-day period immediately prior thereto, an Employee or
         Non-Employee Director, and who was in Continuous Employment as such
         from the date of the grant of the Option until the date of death or
         termination, the Option may be exercised, at any time prior to the
         expiration of the Option period, by the Optionee's estate or by a
         person who acquired the right to exercise the Option by bequest or
         inheritance, but only to the extent of the accrued right to exercise
         at the time of the termination or death, whichever comes first.

    (d)  DISABILITY OF OPTIONEE.  In the event of the disability during the
         Option period of an Optionee who is at the time of such disability, or
         was within the ninety (90)-day period prior thereto, an Employee or
         Non-Employee Director, and who was in Continuous Employment as such
         from the date of the grant of the Option until the date of disability
         or termination, the Option may be exercised at any time within one (1)
         year following the date of disability, but only to the extent of the
         accrued right to exercise at the time of the termination or
         disability, whichever comes first, subject to the condition that no
         option shall be exercised after the expiration of the Option period.

    (e)  TERMINATION OF STATUS AS EMPLOYEE.  If an Optionee shall cease to be
         an Employee for any reason other than disability or death, , the
         Optionee may, but only within ninety (90) days (or such other period
         of time as is determined by the Committee) after the date he or she
         ceases to be an Employee, exercise his or her Option to the extent
         that he or she was entitled to exercise it at the date of such
         termination, subject to the condition that no option shall be
         exercisable after the expiration of the Option period.

    (f)  EXERCISE OF OPTION WITH STOCK AFTER REGISTRATION DATE.  After the
         Registration Date, the Committee may permit an Optionee to exercise an
         Option by delivering shares of the Company's Common Stock.  If the
         Optionee is so permitted, the option agreement covering such Option
         may include provisions authorizing the Optionee to exercise the
         Option, in whole or in part, by:  (i) delivering whole shares of the
         Company's Common Stock previously owned by such Optionee (whether or
         not acquired through the prior exercise of a stock option) having a
         fair market value equal to the aggregate exercise price for the
         Optioned Shares issuable on exercise of the Option; and/or (ii)
         directing the Company to withhold from the Shares that would otherwise
         be issued upon exercise of the Option that number of whole Shares
         having a fair market value equal to the aggregate exercise price for
         the Optioned Shares issuable on exercise of the Option.  Shares of the
         Company's Common Stock so delivered or withheld shall be valued at
         their fair market value at the close of the last business day
         immediately preceding the date of exercise of the Option, as
         determined by the Committee, in accordance with the provisions of
         Section 8(a) of the Plan.  Any balance of the exercise price shall be
         paid in cash.  Any shares delivered or withheld in accordance with
         this provision shall not again become available for purposes of the
         Plan and for Options subsequently granted thereunder.

    (g)  TAX WITHHOLDING.  After the Registration Date, when an Optionee is
         required to pay to the Company an amount with respect to tax
         withholding obligations in connection with the exercise of an Option
         granted under the Plan, the Optionee may elect prior to the date the
         amount of such withholding tax is determined (the "Tax Date") to make
         such payment, or such increased payment as the Optionee elects to make
         up to the maximum federal, state and local marginal tax rates,
         including any related FICA obligation, applicable to the Optionee and
         the particular transaction, by: (i) delivering cash; (ii) delivering
         part or all of the payment in previously owned shares of Common Stock
         (whether or not acquired through the prior exercise of an Option);
         and/or (iii) irrevocably directing the Company to withhold from the
         Shares that would otherwise be issued upon exercise of the Option that
         number of whole Shares having a fair market value equal to the amount
         of tax required or elected to be withheld (a "Withholding Election").
         If an Optionee's Tax Date is deferred beyond the date of exercise and
         the Optionee makes a Withholding Election, the Optionee will initially
         receive the full amount of Optioned Shares otherwise issuable upon
         exercise of the Option, but will be unconditionally obligated to
         surrender to the Company on the Tax Date the number of Shares
         necessary to satisfy his or her minimum withholding requirements, or
         such higher payment as he or she may have elected to make, with
         adjustments to be made in cash after the Tax Date.


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         Any withholding of Optioned Shares with respect to taxes arising in
         connection with the exercise of an Option by any person subject to
         short-swing trading liability under Section 16(b) of the Exchange Act
         shall satisfy the following conditions:

    (i)  An advance election to withhold Optioned Shares in settlement of a tax
         liability must satisfy the requirements of Rule 16b-3(d)(1)(i),
         regarding participant-directed transactions;

    (ii) Absent such an election, the withholding of Optioned Shares to settle
         a tax liability may occur only during the quarterly window period
         described in Rule 16b-3(e);

    (iii)Absent an advance election or window-period withholding, the Optionee
         may deliver shares of Common Stock owned prior to the exercise of an
         Option to settle a tax liability arising upon exercise of the Option,
         in accordance with Rule 16b-3(f); or

    (iv) The delivery of previously acquired shares of Common Stock (but not
         the withholding of newly acquired Shares) will be allowed where an
         election under Section 83(b) of the Code accelerates the Tax Date to a
         day that occurs less than six (6) months after the advance election
         and is not within the quarterly window period described in
         Rule 16b-3(e).

         Any adverse consequences incurred by an Optionee with respect to the
         use of shares of Common Stock to pay any part of the exercise price or
         of any tax in connection with the exercise of an Option, including
         without limitation any adverse tax consequences arising as a result of
         a disqualifying disposition within the meaning of Section 422 of the
         Code shall be the sole responsibility of the Optionee.  Shares
         withheld in accordance with this provision shall not again become
         available for purposes of the Plan and for Options subsequently
         granted thereunder.

10. NON-TRANSFERABILITY OF OPTIONS.

    An Option may not be sold, pledged, assigned, hypothecated, transferred or
    disposed of in any manner other than by will or by 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, and may be exercised, during the lifetime of the
    Optionee, only by the Optionee.

11. ADJUSTMENTS UPON CHANGES IN CAPITAL-IZATION.

    Subject to any required action by the stockholders of the Company, the
    number of Optioned Shares covered by each outstanding Option, and the per
    share exercise price of each such Option, shall be proportionately adjusted
    for any increase or decrease in the number of issued shares of Common Stock
    resulting from a stock split, reverse stock split, recapitalization,
    combination, reclassification, the payment of a stock dividend on the
    Common Stock or any other increase or decrease in the number of such shares
    of Common Stock effected without receipt of consideration by the Company;
    provided, however, that conversion of any convertible securities of the
    Company shall not be deemed to have been "effected without receipt of
    consideration".  Such adjustment shall be made by the Board, whose
    determination in that respect shall be final, binding and conclusive.
    Except as expressly provided herein, no issue by the Company of shares of
    stock of any class, or securities convertible into shares of stock of any
    class, shall affect, and no adjustment by reason thereof shall be made with
    respect to, the number or price of shares of Common Stock subject to an
    Option.

    The Committee may, if it so determines in the exercise of its sole
    discretion, also make provision for adjusting the number or class of
    securities covered by any Option, as well as the price to be paid therefor,
    in the event that the Company effects one or more reorganizations,
    recapitalizations, rights offerings, or other increases or reductions of
    shares of its outstanding Common Stock, and in the event of the Company
    being consolidated with or merged into any other corporation.

    If the Company dissolves, sells substantially all of its assets, is
    acquired in a stock for stock or securities exchange or is party to a
    merger or reorganization in which it not the surviving corporation (a
    "Change in Control"), then fifty percent (50%) of the unvested portion of
    each Option held at least six (6) months prior to the effective date of a
    Change of Control shall immediately vest and each Option shall be
    exercisable by the holder thereof for a period of not less than thirty (30)
    days prior to such Change in Control, provided, however, that the Optionee
    shall be given not less than thirty (30) days


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    notice of such Change of Control and within such time period may exercise
    his or her Options in whole or in part. All Options shall terminate in
    their entirety to the extent not exercised on or prior to such thirty (30)
    day period.


12. TIME OF GRANTING OPTIONS.

    Unless otherwise specified by the Committee, the date of grant of an Option
    under the Plan shall be the date on which the Committee makes the
    determination granting such Option.  Notice of the determination shall be
    given to each Optionee to whom an Option is so granted within a reasonable
    time after the date of such grant.

13. AMENDMENT AND TERMINATION OF THE PLAN.

    The Board may amend or terminate the Plan from time to time in such
    respects as the Board may deem advisable, except that, without approval of
    the holders of a majority of the outstanding capital stock no such revision
    or amendment shall change the number of Shares subject to the Plan, change
    the designation of the class of employees eligible to receive Options or
    add any material benefit to Optionees under the Plan.  Any such amendment
    or termination of the Plan shall not affect Options already granted, and
    such Options shall remain in full force and effect as if the Plan had not
    been amended or terminated.

14. CONDITIONS UPON ISSUANCE OF SHARES.

    Shares shall not be issued with respect to an Option granted under the Plan
    unless the exercise of such Option and the issuance and delivery of such
    Shares pursuant thereto shall comply with all relevant provisions of law,
    including, without limitation, the Securities Act, the Exchange Act, the
    rules and regulations promulgated thereunder, and the requirements of any
    stock exchange upon which the Shares may then be listed, and shall be
    further subject to the approval of counsel for the Company with respect to
    such compliance.  As a condition to the exercise of an Option, the Company
    may require the person exercising such Option to represent and warrant at
    the time of any such exercise that the Shares are being purchased only for
    investment and without any present intention to sell or distribute such
    Shares if, in the opinion of counsel for the Company, such a representation
    is required by any of the aforementioned relevant provisions of law.

15. RESERVATION OF SHARES.

    During the term of this Plan the Company will at all times reserve and keep
    available the number of Shares as shall be sufficient to satisfy the
    requirements of the Plan.  Inability of the Company to obtain from any
    regulatory body having jurisdiction and authority deemed by the Company's
    counsel to be necessary to the lawful issuance and sale of any Shares
    hereunder shall relieve the Company of any liability in respect of the
    nonissuance or sale of such Shares as to which such requisite authority
    shall not have been obtained.

16. INFORMATION TO OPTIONEE.

    During the term of any Option granted under the Plan, the Company shall
    provide or otherwise make available to each Optionee a copy of its
    financial statements at least annually.

17. OPTION AGREEMENT.

    Options granted under the Plan shall be evidenced by Option Agreements.

18. STOCKHOLDER APPROVAL.

    The Plan shall be subject to approval by the affirmative vote of the
    holders of a majority of the outstanding capital stock of the Company
    entitled to vote within twelve (12) months before or after the Plan is
    adopted. Any option exercised before stockholder approval is obtained must
    be rescinded if stockholder approval is not obtained within twelve (12)
    months before or after the Plan is adopted.  Shares issued upon the
    exercise of such options shall not be counted in determining whether such


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    approval is obtained.  Any amendments to the Plan which require stockholder
    approval shall be by the affirmative vote of the holders of a majority of
    the outstanding capital stock of the Company entitled to vote.

    --end of plan--


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