<PAGE>

USCS INTERNATIONAL, INC. AMENDED AND                    As amended through 2/98
RESTATED OUTSIDE DIRECTORS' STOCK OPTION PLAN
                                       
        USCS INTERNATIONAL, INC. OUTSIDE DIRECTORS' STOCK OPTION PLAN
-------------------------------------------------------------------------------

1.   PURPOSES OF THE PLAN.

     The purposes of this Directors' Stock Option Plan are to attract and retain
     the best available personnel for service as Directors of the Company, to
     provide additional incentive to the Outside Directors of the Company to
     serve as Directors, and to encourage their continued service on the Board.
     All options granted hereunder shall be Nonstatutory Stock Options.

2.  DEFINITIONS.

     As used herein, and in any Option granted hereunder, the following
     definitions shall apply:
(a)  BOARD: the Board of Directors of the Company.
(b)  CODE: the Internal Revenue Code of 1986, as amended.
(c)  COMMON STOCK: the Common Stock of the Company.
(d)  COMPANY: USCS International, Inc., a Delaware corporation.
(e)  CONTINUOUS STATUS AS A DIRECTOR: the absence of any interruption or
     termination of service as a Director.
(f)  DIRECTOR: a member of the Board.
(g)  DISINTERESTED PERSON: a person classified as a "disinterested person" under
     Rule 16b-3, promulgated under the Exchange Act (as defined below).
     Notwithstanding the foregoing, a Director 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).
(h)  EFFECTIVE DATE the effective date of the first registration statement filed
     by the Company pursuant to Section 12(g) of the Exchange Act (as defined
     below) with respect to the Common Stock(1).
(i)  EXCHANGE ACT:  the Securities Exchange Act of 1934, as amended.
(j)  NONSTATUTORY STOCK OPTION: 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.
(k)  OPTION: a stock option granted pursuant to the Plan.
(l)  OPTION AGREEMENT: 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 Board pursuant to the
     Plan.
(m)  OPTIONED SHARES: the Common Stock subject to an Option.
(n)  OPTIONEE: an Outside Director who receives an Option.
(o)  OUTSIDE DIRECTOR: any non-employee Director.
(p)  PARENT: a "parent corporation," whether now or hereafter existing, as
     defined by Section 424(e) of the Code.
(q)  PLAN: this 1996 Directors' Stock Option Plan.
(r)  SECURITIES ACT: the Securities Act of 1933, as amended.
(s)  SHARE: a share of the Common Stock subject to an Option, as adjusted in
     accordance with Section 11 of the Plan.
(t)  SUBSIDIARY: a "subsidiary corporation," whether now or hereafter existing,
     as defined in Section 424(f) of the Code.


3.   SHARES 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 One
     Hundred Fifty Thousand (150,000) Shares(2) (the "Pool") of Common Stock.  
     The Shares may be authorized but unissued or reacquired Common Stock.  If 
     an Option should expire or become unexercisable for any reason without 
     having been exercised in full, the unpurchased shares which were subject 
     thereto shall, unless the Plan shall have been terminated, be returned to 
     the Pool and become available for other Option grants under the Plan.


4.   ADMINISTRATION OF THE PLAN.

(a)  ADMINISTRATION.

       The Plan shall be administered by the Board.  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 12
     hereof, and said regulations.  No discretion concerning decisions regarding
     the Plan shall be afforded to any person who is not a Disinterested Person.

(b)  OPTION GRANTS.

     All grants of Options hereunder shall be automatic and non-discretionary
     and shall be made strictly in accordance with the following provisions:

     (i)  No Options shall be granted under the Plan prior to the Effective Date
     and until stockholder approval of the Plan has been obtained in accordance
     with Section 17 hereof.(3)

     (ii)  No person shall have any discretion to select which Outside Directors
     shall be granted Options or to determine the number of Shares to be covered
     by Options granted to Outside Directors.

----------
(1) This date was June 20, 1996.
(2) This number was 71,249 prior to stock split on June 20, 1996.
(3) Both these conditions were met on June 20, 1996.

-------------------------------------------------------------------------------
                                      -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 2/98
RESTATED OUTSIDE DIRECTORS' STOCK OPTION PLAN
                                       
        USCS INTERNATIONAL, INC. OUTSIDE DIRECTORS' STOCK OPTION PLAN
-------------------------------------------------------------------------------

     (iii) Each Outside Director elected or appointed to a three year term shall
     be automatically granted an Option to purchase Ten Thousand (10,000)
     Shares(4) on the date (on or after the effective date of this Plan) on 
     which such person first becomes a Director, whether through election by the
     stockholders of the Company or appointment by the Board to fill a vacancy;
     provided, however, that no Option shall become exercisable until
     stockholder approval of the Plan has been obtained in accordance with
     Section 17 hereof.

     (iv)  The TERMS OF EACH OPTION granted hereunder shall be as follows:

     (A)  the grant date of each Option shall be the date on which it is
          automatically granted pursuant to this Section 4(b).
     (B)  the term of the Option shall be five (5) years.
     (C)  The Option shall be exercisable only while the Outside Director
          remains a Director of the Company, except as set forth in Section 9
          hereof.
     (D)  the exercise price per Share shall be 100% of the fair market value of
          a Share on the date of grant of the Option, as determined pursuant to
          Section 8(a) hereof.
     (E)  the Option shall become exercisable cumulatively as to one-third (1/3)
          of the Optioned Shares of the last day of the twelfth month in each
          twelve month period following the date of grant of the Option for as
          long as the Optionee maintains his or her Continuous Status as a
          Director.

     (v)  In the event that any Option granted under the Plan would cause the
     number of Shares subject to outstanding Options plus the number of Shares
     previously purchased upon exercise of Options to exceed the Pool, then each
     such automatic grant shall be for that number of Shares determined by
     dividing the total number of Shares remaining available for grant by the
     number of Outside Directors entitled to an Option grant on the automatic
     grant date.  No further grants shall be made until such time, if any, as
     additional Shares become available for grant under the Plan through action
     of the stockholders to increase the number of Shares which may be issued
     under the Plan or through cancellation or expiration of Options previously
     granted hereunder.

(c)  POWERS OF THE BOARD.

     Subject to the provisions of the Plan, the Board shall have the authority:
     (i) to determine, upon review of relevant information and in accordance
     with Section 8(a) hereof, the fair market value of the Common Stock; (ii)
     to interpret the Plan; (iii) to prescribe, amend and rescind rules and
     regulations relating to the Plan; (iv) 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 Board; and (v) to make all other
     determinations deemed necessary or advisable for the administration of the
     Plan.

(d)  EFFECT OF BOARD'S DECISION.

     All decisions, determinations and interpretations of the Board shall be
     final and binding on all potential or actual Optionees and any other holder
     of an Option granted under the Plan or the Optioned Shares acquired upon
     the exercise thereof.

5.   ELIGIBILITY.

(a)  PERSONS ELIGIBLE FOR OPTIONS.

     Options under the Plan may be granted only to Outside Directors.  All
     Options shall be automatically granted in accordance with the terms set
     forth in Section 4(b) hereof.

(b)  NO RIGHT TO SERVE AS A DIRECTOR.

     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
     service as a Director or nomination to serve as a Director, with the
     Company or any Subsidiary, nor shall the Plan interfere in any way with any
     rights which the Director or the Company may have to terminate his or her
     directorship at any time.

6.   TERM OF PLAN.

The Plan shall become effective upon its approval by the Board of Directors 
or its approval by the stockholders of the Company (in accordance with the 
provisions of Section 17 hereof), whichever is earlier.  It shall continue in 
effect for a term of ten (10) years unless sooner terminated under Section 12 
hereof.


7.   TERM OF OPTION.

The term of each Option granted under the Plan shall be five (5) years from 
the date of grant.  The term of the Option shall be set forth in the Option 
Agreement.


8.   OPTION PRICE AND CONSIDERATION.


----------
(4) This number was 4,762 prior to the stock split on June 20, 1996.

-------------------------------------------------------------------------------
                                      -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 2/98
RESTATED OUTSIDE DIRECTORS' STOCK OPTION PLAN
                                       
        USCS INTERNATIONAL, INC. OUTSIDE DIRECTORS' STOCK OPTION PLAN
-------------------------------------------------------------------------------

(a)  OPTION PRICE.

     The option price for the Shares to be issued pursuant to any Option 
     shall in no event be less than the fair market value of such Shares on 
     the date the Option is granted.  Fair market value of the Common Stock 
     shall be determined in good faith by the Board, using such criteria as 
     it deems relevant; provided, however, that 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 (or, if not so 
     reported, as otherwise reported by the National Association of 
     Securities Dealers Automated Quotation (NASDAQ) System), OR, if there is 
     a public market for the Common Stock but the Common Stock is not listed 
     on a national securities exchange, 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.

(b)  FORM OF CONSIDERATION.

     The consideration to be paid for the Shares to be issued upon exercise of
     an Option 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, authorization from the Optionee to retain from the total number of
     Shares as to which the Option is exercised that number of Shares having a
     fair market value on the date of exercise equal to the exercise price for
     the total number of Shares as to which the Option is exercised, delivery of
     a properly executed exercise notice together with irrevocable instructions
     to a broker to promptly deliver to the Company the amount of sale or loan
     proceeds required to pay the exercise price, any combination of the
     foregoing methods of payment, or such other consideration and method of
     payment for the issuance of Shares as may be permitted under Sections 153
     of the Delaware General Corporation Law, is authorized by the Board 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)  PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER.

     Any Option granted hereunder shall be exercisable at such times as are set
     forth in the option agreement consistent with Section 4(b) hereof;
     provided, however, that no Options shall be exercisable until stockholder
     approval of the Plan in accordance with Section 17 hereof has been
     obtained.

     An Option may not be exercised for fractional shares or for less than ten
     (10) Shares.

     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 by the person entitled to exercise the Option and full 
     payment for the Shares with respect to which the Option is exercised has 
     been received by the Company.  Upon 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.  The exercise of an Option shall be subject to 
     compliance with all applicable requirements of Rule 16b-3 promulgated 
     under the Exchange Act or any successor statute thereto; the Option 
     Agreement shall contain such additional conditions or restrictions as 
     may be required thereunder to qualify for the maximum exemption from 
     Section 16 of the Exchange Act with respect to Plan transactions.

(b)  TERMINATION OF STATUS AS A DIRECTOR.

     If an Optionee ceases to serve as a Director for any reason, including
     death or disability, he may, but only within ninety (90) days after the
     date he ceases to be a Director of the Company, exercise his Option to the
     extent that he was entitled to exercise it at the date of such termination.
     Notwithstanding the foregoing, in no event may the Option be exercised
     after its five (5)-year term has expired.  To the extent that the Optionee
     was not entitled to exercise an Option at the date of such termination, or
     if he does not exercise such Option (which he was entitled to exercise)
     within the same time specified herein, the Option shall terminate.

(c)  EXERCISE OF OPTION WITH STOCK.

-------------------------------------------------------------------------------
                                      -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 2/98
RESTATED OUTSIDE DIRECTORS' STOCK OPTION PLAN
                                       
        USCS INTERNATIONAL, INC. OUTSIDE DIRECTORS' STOCK OPTION PLAN
-------------------------------------------------------------------------------

     The Board 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 option 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 option 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 Board, 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.

(d)  TAX WITHHOLDING.

     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 must comply with the provisions
     of Rule 16b-3 under the Exchange Act.  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 and 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 shares of Common Stock covered by each outstanding Option, and the per 
share price thereof in 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.

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 

-------------------------------------------------------------------------------
                                      -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 2/98
RESTATED OUTSIDE DIRECTORS' STOCK OPTION PLAN
                                       
        USCS INTERNATIONAL, INC. OUTSIDE DIRECTORS' STOCK OPTION PLAN
-------------------------------------------------------------------------------

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. 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 (or their unanimous consent if 
such approval is obtained in writing), 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.  In addition the Board shall amend the Plan from time to time, 
with stockholder approval to the extent necessary, as required to comply with 
the provisions of Rule 16b-3 under the Exchange Act as then in effect.


13. 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.


14.  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.


15.  REGISTRATION OF OPTIONS AND OPTIONED SHARES.

Within ninety (90) days after the Effective Date, or as soon thereafter as 
may be reasonably practicable, the Company shall use its best efforts to 
register the Options and Shares issuable under the Plan pursuant to a 
registration statement on SEC Form S-8, or any comparable or successor form 
or forms.  The Company shall be entitled to determine the timing of such 
filing and to take such actions, meet such conditions and make such 
adjustments to the number of shares subject to the reoffer prospectus as it 
deems reasonably necessary for compliance with the Securities Act, the 
Exchange Act and the rules and regulations promulgated thereunder.


16.  OPTION AGREEMENT.

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


17.  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. Such stockholder approval shall be obtained in the degree and manner 
required under applicable law.(5)

--end of Plan--



----------
(5) The Plan was approved by shareholders on May 16, 1996.

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

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