<PAGE>

USCS INTERNATIONAL, INC. AMENDED AND                    AS AMENDED THROUGH 1/98
RESTATED 1990 STOCK OPTION PLAN

                               90-N STOCK OPTION PLAN
-------------------------------------------------------------------------------

1.   PURPOSES OF THE PLAN.

     The purposes of this Stock Option Plan are to attract and retain the best
     available personnel for positions of substantial responsibility, to provide
     additional incentives to Employees, and to promote the success of the
     Company's business.  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 1990 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 1,039,500
     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 which the Option was not exercised shall, unless the Plan
     shall have been terminated, become available for other Option grants under
     the Plan.

     The Company intends that as long as it is not subject to the reporting
     requirements of Section 13 or 15(d) of the Exchange Act and is not an
     investment company registered or required to be registered under the
     Investment Company Act of 1940, all 

--------------------------------------------------------------------------------
                                      -1-

This plan is subject to amendment; the rights of the participant shall be 
governed by the Plan as amended from time to time.

<PAGE>

USCS INTERNATIONAL, INC. AMENDED AND                    AS AMENDED THROUGH 1/98
RESTATED 1990 STOCK OPTION PLAN

                               90-N STOCK OPTION PLAN
--------------------------------------------------------------------------------

     offers and sales of Options and Shares issuable upon exercise of any Option
     shall be exempt from registration under the provisions of Section 5 of the
     Securities Act, and the Plan shall be administered in such a manner so as 
     to preserve such exemption.  The Company intends that the Plan shall 
     constitute a written compensatory benefit plan within the meaning of Rule 
     701(b) of 17 CFR Section 230.701 promulgated by the Securities and Exchange
     Commission pursuant to such Act.  The Committee shall designate which 
     Options granted under the Plan by the Company are intended to be granted 
     in reliance on Rule 701.

4.   ADMINISTRATION OF THE PLAN.

     (a)  PROCEDURE.  The Plan shall be administered by the Board.  The Board
          may appoint a Committee consisting of not less than three (3) members
          of the Board to administer the Plan, subject to such terms and
          conditions as the Board may prescribe.  Once appointed, the Committee
          shall continue to serve until otherwise directed by the Board.  From
          time to time, the Board may increase the size of the Committee and
          appoint additional members thereof, remove members (with or without
          cause) and appoint new members in substitution therefor, fill
          vacancies, however caused, and remove all members of the Committee
          and, thereafter, directly administer the Plan.

          Members of the Board or Committee who are either eligible for Options
          or have been granted Options may vote on any matters affecting the
          administration of the Plan or the grant of Options pursuant to the
          Plan, except that no such member shall act upon the granting of an
          Option to himself, but any such member may be counted in determining
          the existence of a quorum at any meeting of the Board or the Committee
          during which action is taken with respect to the granting of an Option
          to him or her.

          The Committee shall meet at such times and places and upon such notice
          as the Chairperson determines.  A majority of the Committee shall
          constitute a quorum.  Any acts by the Committee may be taken at any
          meeting at which a quorum is present and shall be by majority vote of
          those members entitled to vote.  Additionally, any acts reduced to
          writing or approved in writing by all of the members of the Committee
          shall be valid acts of the Committee.

     (b)  PROCEDURE AFTER REGISTRATION DATE.  Notwithstanding subsection (a)
          above, after the date of registration of the Company's Common Stock on
          a national securities exchange or the 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.
          After such date, 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.

     (c)  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.

     (d)  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.


--------------------------------------------------------------------------------
                                      -2-

This plan is subject to amendment; the rights of the participant shall be 
governed by the Plan as amended from time to time.

<PAGE>

USCS INTERNATIONAL, INC. AMENDED AND                    AS AMENDED THROUGH 1/98
RESTATED 1990 STOCK OPTION PLAN

                               90-N STOCK OPTION PLAN
--------------------------------------------------------------------------------

5.   ELIGIBILITY.

     (a)  PERSONS ELIGIBLE FOR OPTIONS.  Options under the Plan may be granted
          only to Employees whom the Committee, in its sole discretion, may
          designate from time to time.  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 are
          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 upon its adoption by the Board or its
     approval by vote of the holders of the outstanding shares of the Company
     entitled to vote on the adoption of the Plan (in accordance with the
     provisions of Section 18 hereof), whichever is earlier. It shall continue
     in effect for a term of ten (10) years unless sooner terminated under
     Section 13 of the Plan.

7.   TERM OF OPTION.

     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 if 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 on the date of grant, 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 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.

--------------------------------------------------------------------------------
                                      -3-

This plan is subject to amendment; the rights of the participant shall be 
governed by the Plan as amended from time to time.

<PAGE>

USCS INTERNATIONAL, INC. AMENDED AND                    AS AMENDED THROUGH 1/98
RESTATED 1990 STOCK OPTION PLAN

                               90-N STOCK OPTION PLAN
--------------------------------------------------------------------------------

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, except for certain options for Vice Presidents and
          above granted on or after January 22, 1998, which may vest on such
          criteria and rate (including performance) without regard to minimum as
          the Committee shall in its sole discretion determine.

     (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 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.  Upon such
          exercise and if so provided in the Restricted Stock Transfer
          Agreement, the Company may, but only within ninety (90) days (or such
          other period of time as is determined by the Committee) after the date
          of such exercise, repurchase from the Optionee the Optionee's Option
          Shares at the higher of the original purchase price for the Option
          Shares or fair market value (as determined by the Company's Board of
          Directors) of the Option Shares on the date of termination of
          employment.  The right to repurchase shall be exercisable for cash or
          cancellation of purchase money indebtedness.

     (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 

--------------------------------------------------------------------------------
                                      -4-

This plan is subject to amendment; the rights of the participant shall be 
governed by the Plan as amended from time to time.

<PAGE>

USCS INTERNATIONAL, INC. AMENDED AND                    AS AMENDED THROUGH 1/98
RESTATED 1990 STOCK OPTION PLAN

                               90-N STOCK OPTION PLAN
--------------------------------------------------------------------------------

           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.

           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 CAPITALIZATION.

     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 

--------------------------------------------------------------------------------
                                      -5-

This plan is subject to amendment; the rights of the participant shall be 
governed by the Plan as amended from time to time.

<PAGE>

USCS INTERNATIONAL, INC. AMENDED AND                    AS AMENDED THROUGH 1/98
RESTATED 1990 STOCK OPTION PLAN

                               90-N STOCK OPTION PLAN
--------------------------------------------------------------------------------

     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 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.

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                                      -6-

This plan is subject to amendment; the rights of the participant shall be 
governed by the Plan as amended from time to time.

<PAGE>

USCS INTERNATIONAL, INC. AMENDED AND                    AS AMENDED THROUGH 1/98
RESTATED 1990 STOCK OPTION PLAN

                               90-N STOCK OPTION PLAN
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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
     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.















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                                      -7-

This plan is subject to amendment; the rights of the participant shall be 
governed by the Plan as amended from time to time.