<PAGE>
 
                                                                     EXHIBIT 2.1

                     AGREEMENT AND PLAN OF REORGANIZATION
                     -------------------------------------

     THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made and
entered into as of this 20th day of June, 1997 by and between VISCORP, a Nevada
corporation, (hereinafter referred to as "VISCORP"), and SKYSITE COMMUNICATIONS
CORPORATION, a Delaware corporation, (hereinafter referred to as "SKYSITE") and
the holders of all of the outstanding shares of SKYSITE (the "Shareholders"), as
listed on Exhibit A and on the signatory pages hereafter.

                                   RECITALS:
                                   -------- 

     A.  VISCORP desires to acquire all of the issues and outstanding capital 
stock of SKYSITE and the Shareholders of SKYSITE desire to exchange all of 
their shares of SKYSITE capital stock for shares of VISCORP authorized but 
unissued shares of stock as hereinafter provided.

     B.  It is the intention of the parties hereto that:  (i) VISCORP shall 
acquire all of the issued and outstanding capital stock of SKYSITE in exchange 
solely for the number of shares of VISCORP authorized but unissued shares of 
Common Stock, par value $.01 ("Common Stock"), set forth below (the "Exchange");
(ii) the Exchange shall qualify as a tax free reorganization under Section 
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended, and related 
sections thereunder; and (iii) the Exchange shall qualify as a transaction in 
securities exempt from registration or qualification under the Securities Act 
of 1933, as amended, and under the applicable securities laws of each state 
or jurisdiction where the Shareholders reside.

     C. The board of directors of VISCORP deem it to be in the best interest of 
VISCORP and its shareholders to acquire all of the issued and outstanding
capital stock of SKYSITE.

     D. The board of directors of SKYSITE deem it to be in the best interest of 
its shareholders to exchange all of the capital stock of SKYSITE for shares of 
VISCORP authorized but unissued shares of Common Stock, as hereinafter provided.

     NOW, THEREFORE, in consideration of the mutual covenants, agreements, 
representations and warranties contained in this Agreement, the parties hereto 
agree as follows:

SECTION 1. EXCHANGE OF SHARES
-----------------------------

     1.1 Exchange of Shares. VISCORP and the Shareholders of SKYSITE hereby 
         ------------------
agree that the Shareholders shall, on the Closing Date (as hereinafter defined),
exchange all of the issued and outstanding shares of SKYSITE into 2 groups of 
shareholders as follows: (a) 510,000 shares of Common Stock proportionately to 
all the SKYSITE shareholders, except Tom D. Soumas, Jr.
<PAGE>
 
("Soumas"), and (b) 240,000 shares of Common Stock to Soumas, (together referred
to as the "Shares"). As further consideration to certain SKYSITE Shareholders 
the parties hereto agree that the ones listed on Exhibit A who shall be entitled
to certain options to purchase a maximum of 500,000 shares of VISCORP Common 
Stock at 40c per share for a period of 3 years from the Closing Date (the 
"Options"). The number of shares of SKYSITE capital stock owned by each 
Shareholder and the number of shares of VISCORP Common Stock and Options which 
each will receive in the Exchange are set forth in Exhibit A hereto.

     1.2 Delivery of Shares. On the Closing Date, the Shareholders will deliver 
         ------------------
to VISCORP the certificates representing the Shares, duly endorsed (or with 
executed stock powers) so as to make VISCORP the sole owner thereof. 
Simultaneously, VISCORP will deliver certificates representing the VISCORP 
Shares to the Shareholders subject to certain conditions as set forth in Section
8 of this Agreement or in escrow with VISCORP. The Exchange shall not be 
effected unless a minimum of ninety (90%) percent of SKYSITE's outstanding 
shares of capital stock are delivered to VISCORP on the Closing Date (as is more
fully set forth in Section 8 of this Agreement).

     1.3 Investment Intent. The VISCORP Shares have not been registered under 
         -----------------
the Securities Act of 1933, as amended (the "Act"), and may not be resold unless
the VISCORP Shares are registered under the Act or an exemption from such 
registration is available. The Shareholders represent and warrant that each of 
them is acquiring the VISCORP Shares for his own account, for investment, and 
not with a view to the sale or distribution of the VISCORP shares. Each 
certificate representing the VISCORP Shares will have a legend thereon 
incorporating language or substantially similar language, as follows:

     "The Shares represented by the certificate have not been registered under
     the Securities Act of 1933, as amended (the "Act"). The shares have been
     acquired for investment and may not be sold or transferred in the absence
     of an effective Registration Statement for the shares under the Act unless
     in the opinion of counsel satisfactory to the Company, registration is not
     required under the Act."

SECTION 2. REPRESENTATIONS AND WARRANTIES OF SKYSITE
----------------------------------------------------

     SKYSITE hereby represents and warrants as follows:

     2.1 Organization and Good Standing: Ownership of Shares.
         ---------------------------------------------------
SKYSITE is a corporation duly organized, validly existing and in good standing 
under the laws of the State of Delaware. There are no outstanding subscriptions,
rights, options, warrants or other agreements obligating SKYSITE to issue, sell 
or transfer any stock or other securities of SKYSITE except the warrants and 
options listed on Schedule 2.1 attached hereto and made a part hereof.

     2.2 Corporate Authority. SKYSITE has the corporate power to enter into this
         -------------------
Agreement and to perform its respective obligations hereunder. The execution and
delivery of this

                                       2
<PAGE>
 
Agreement and the consummation of the transaction contemplated hereby have been 
duly authorized by the Board of Directors of SKYSITE. The execution and 
performance of this Agreement will not constitute a material breach of any 
agreement, indenture, mortgage, license or other instrument or document to which
SKYSITE is a party and will not violate any judgment, decree, order, writ, rule,
statute, or regulation applicable to SKYSITE or its properties. The execution 
and performance of this Agreement will not violate or conflict with any 
provision of the respective Certificate of Incorporation or by-laws of SKYSITE.

     2.3 Ownership of Shares. The Shareholders are the owner of record and 
         -------------------
beneficially of all of the issued and outstanding shares of capital stock of 
SKYSITE, which shares are free and clear of all rights, claims, liens and 
encumbrances, and have not been sold, pledged, assigned or otherwise transferred
except pursuant to this Agreement. The shares represent all of the outstanding 
capital stock of SKYSITE.

     2.4 Financial Statements, Books and Records. Schedule 2.4 consists of the 
         ---------------------------------------
unaudited financial statements of SKYSITE as of April 30, 1997 and for all 
previous fiscal years prior thereto from the beginning of SKYSITE (the 
"Financial Statements"). The Financial Statements fairly represent the financial
position of SKYSITE as at such dates and the results of their operations for the
periods then ended. The Financial Statements were prepared in accordance with 
generally accepted accounting principles applied on a consistent basis with 
prior periods except as otherwise stated therein. The books of account and other
financial records of SKYSITE are in all respects complete and correct in all 
material respects and are maintained in accordance with good business and 
accounting practices.

     2.5 Access to Records. The corporate financial records, minute books and 
         -----------------
other documents and records of SKYSITE have been made available to VISCORP prior
to the Closing hereof.

     2.6 No Material Adverse Changes. Since the date of the Financial Statements
         ---------------------------
there has not been:

           (i) any material adverse change in the financial position of SKYSITE 
     except changes arising in the ordinary course of business, which changes
     will in no event materially and adversely affect the financial position of
     SKYSITE;

           (ii) any damage, destruction or loss materially affecting the assets 
     prospective business, operations or condition (financial or otherwise) of
     SKYSITE whether or not covered by insurance;

           (iii) any declaration, setting aside or payment of any dividend or 
     distribution with respect to any redemption or repurchase of SKYSITE's
     capital stock;

           (iv) any sale of an asset (other than in the ordinary course of 
     business) or any mortgage or pledge by SKYSITE of any properties or
     assets; or

                                       3
<PAGE>
 
          (v) adoption of any pension, profit sharing, retirement, stock bonus, 
     stock option or similar plan or arrangement.

     2.7 Taxes. SKYSITE as of April 30, 1997, had filed or will timely file all
         ------
material tax, governmental and/or related forms and reports (or extensions
thereof) due or required to be filed and has (or will have) paid or made
adequate provisions for all taxes or assessments which had become due as of
April 30, 1997.

     2.8 Compliance with Laws. SKYSITE has complied with all federal, state, 
         ---------------------
county and local laws, ordinances, regulations, inspections, orders, judgments, 
injunctions, awards or decrees applicable to it or its business which, if not 
complied with, would materially and adversely affect the business of SKYSITE.

     2.9 No Breach. The execution, delivery and performance of this Agreement 
         ----------
and the consummation of the transactions contemplated hereby will not:

          (i) violate any provision of the Certificate of Incorporation or 
     By-Laws of SKYSITE;

          (ii) violate, conflict with or result in the breach of any of the 
     terms of, result in a material modification of, otherwise give any other
     contracting party the right to terminate, or constitute (or with notice or
     lapse of time or both constitute) a default under, any contract or other
     agreement to which SKYSITE is a party or by or to which it or any of its
     assets or properties may be bound or subject;

          (iii) violate any order, judgment, injunction, award or decree of
     any court, arbitrator or governmental or regulatory body against, or
     binding upon, SKYSITE or upon the properties or business of SKYSITE; or

          (iv) violate any statute, law or regulation of any jurisdiction
     applicable to the transactions contemplated herein which could have a
     materially adverse effect on the business or operations of SKYSITE.

     2.10 Actions and Proceedings. SKYSITE is not a party to any material 
          ------------------------
pending litigation or, to its knowledge, any governmental investigation or 
proceeding not reflected in the SKYSITE Financial Statements, and to its best 
knowledge, no material litigation, claims, assessments or any governmental 
proceedings are threatened against SKYSITE except as set forth on Schedule 
2.10 attached hereto and made a part hereof.

     2.11 Agreements. Schedule 2.11 sets forth any material contract or 
          -----------
arrangement to which SKYSITE is a party or by or to which it or its assets, 
properties or business are bound or subject, whether written or oral.

                                       4

<PAGE>
 
     2.12 Brokers or Finders. No broker's or finder's fee will be payable by 
          ------------------
SKYSITE in connection with the transactions contemplated by this Agreement, nor 
will any such fee be incurred as a result of any actions by SKYSITE or any of 
its Shareholders except appearing on Schedule 2.12 and 3.14 as one Schedule 
attached hereto and made a part hereof.

     2.13 Real Estate. Except as set forth on Schedule 2.13, SKYSITE owns no 
          -----------
real property nor is a party to any leasehold agreement.

     2.14 Tangible Assets. SKYSITE has full title and interest in all machinery,
          ---------------
equipment, furniture, leasehold improvements, fixtures, projects, owned or
leased by SKYSITE, any related capitalized items or other tangible property
material to the business of SKYSITE (the "Tangible Assets"). SKYSITE holds all
rights, title and interest in all the Tangible Assets owned by it on the Balance
Sheet or acquired by it after the date on the Balance Sheet free and clear of
all liens, pledges, mortgages, security interests, conditional sales contracts
or any other encumbrances. All of the Tangible Assets are in good operating
condition and repair and are usable in the ordinary course of business of
SKYSITE and conform to all applicable laws, ordinances and government orders,
rules and regulations relating to their construction and operation, except as
set forth on Schedule 2.14 hereto.

     2.15 Liabilities. SKYSITE did not have any direct or indirect indebtedness,
          -----------
liability, claim, loss, damage, deficiency, obligation or responsibility, known 
or unknown, fixed or unfixed, liquidated or unliquidated, secured or unsecured, 
accrued or absolute, contingent or otherwise, including, without limitation, any
liability on account of taxes, any governmental charge or lawsuit (all of the
foregoing collectively defined to as "Liabilities"), which are not fully, fairly
and adequately reflected on the Financial Statement except for a specific
Liabilities set forth on Schedule 2.15 attached hereto and made a part hereof.
As of April 30, 1997, SKYSITE will not have any Liabilities, other than
Liabilities fully and adequately reflected on the Financial Statements except
for Liabilities incurred in the ordinary course of business. To the best
knowledge of the Shareholders, there is no circumstance, condition, event or
arrangement which may hereafter give rise to any Liabilities not in the ordinary
course of business.

     2.16 Operations of SKYSITE. From the date of the Financial Statements 
          ---------------------
through April 30, 1997, hereof SKYSITE has not and will not have:

           (i) incurred any indebtedness or borrowed money;

           (ii) declared or paid any dividend or declared or made any 
     distribution of any kind to any shareholder, or made any direct or indirect
     redemption, retirement, purchase or other acquisitions of any shares in its
     capital stock;

           (iii) made any loan or advance to any shareholder, officer, director,
     employee, consultant, agent or other representative or made any other loan
     or advance otherwise than in the ordinary course of business.

                                       5
<PAGE>
 
           (iv) except in the ordinary course of business, incurred or assumed 
     any indebtedness or liability (whether or not currently due and payable);

           (v) disposed of any assets of SKYSITE except in the ordinary course 
     of business;

           (vi) materially increased the annual level of compensation of any 
     executive employee of SKYSITE;

           (vii) increased, terminated, amended or otherwise modified any plan 
     for the benefit of employees of SKYSITE.

           (viii) issued any equity securities or rights to acquire such equity 
     securities; or

           (ix) except in the ordinary course of business, entered into or 
     modified any contact, agreement or transaction.

     2.17 Capitalization. The authorized capital stock of SKYSITE consists of 
          --------------
3,000 shares of common stock, no par value, of which 1,000 shares are presently 
issued and outstanding. SKYSITE has not granted, issued or agreed to grant, 
issue or make any warrants, options, subscription rights or any other 
commitments of any character relating to the issued or unissued shares of
capital stock of SKYSITE except for the warrants and options set forth on
Schedule 2.1 attached hereto and made a part hereof. SKYSITE has no subsidiaries
or other entities except as listed on Schedule 2.17 attached hereto, setting
forth the shares or percentage interest owned by SKYSITE.

     2.18 Private Placement of VISCORP Common Stock.
          ------------------------------------------

           (a) The Shareholders have agreed to assist VISCORP in a Private 
Placement ("Private Placement") of a certain number of shares of Common Stock of
VISCORP, so as to raise a minimum of $100,000 plus the costs and expenses of 
said Private Placement.

           (b) The parties agree that one of the purposes of the Private 
Placement would be for VISCORP to raise funds of at least $100,000 plus all 
costs and expenses of the Private Placement. VISCORP agrees to apply the first 
net proceeds of $100,000 so raised, to replace a security deposit of 
certain collateral of shares provided by certain of SKYSITE Shareholders to 
American Mobile Satellite Corporation ("AMSC"). SKYSITE and its Shareholders 
agree that VISCORP has made no assurance that such funds will be raised from the
Private Placement.

     2.19 Full Disclosure. No representation or warranty by SKYSITE in this 
          ---------------
Agreement or in any document or schedule to be delivered by them pursuant 
hereto, and no written statement, certificate or instrument furnished or to be
furnished SKYSITE pursuant hereto or in connection with the negotiation,
execution or performance of this Agreement contains or will contain any untrue
statement of a material fact or omits or will omit to state any fact necessary
to make any

                                       6
<PAGE>
 
statement herein or therein not materially misleading or necessary to a complete
and correct presentation of all material aspects of the business of SKYSITE.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF VISCORP
----------------------------------------------------

     VISCORP hereby represents and warrants as follows:

     3.1 Organization and Good Standing. VISCORP is a corporation duly 
         ------------------------------
organized, validly existing and in good standing under the laws of the State of 
Nevada. It has the corporate power to own its own property and to carry on its 
business as now being conducted and is duly qualified to do business in any 
jurisdiction where so required except where the failure to so qualify would have
no material negative impact.

     3.2 Corporate Authority. VISCORP has the corporate power to enter into this
         -------------------
Agreement and to perform their respective obligations hereunder. The execution 
and delivery of this Agreement and the consummation of the transactions 
contemplated hereby have been duly authorized by the Board of Directors of 
VISCORP. The execution and performance of this Agreement will not constitute a 
material breach of any agreement, indenture, mortgage, license or other 
instrument or document to which VISCORP is a party and will not violate any 
judgment, decree, order, writ, rule, statute, or regulation applicable to 
VISCORP or its properties. The execution and performance of this Agreement will 
not violate or conflict with any provision of the respective Articles of 
Incorporation or by-laws of VISCORP.

     3.3 The VISCORP Shares. As of the Closing Date, there are approximately 130
         ------------------
shareholders of record that are the owners of 22,178,000 shares of VISCORP 
Common Stock, and 2,031,832 shares of Preferred Stock, none of whom owns in 
excess of 5% of the issued and outstanding shares, except as may be set forth on
Schedule 3.3 attached hereto and made a part hereof. There are outstanding 
warrants, issued stock options, stock rights or other commitments of any 
character relating to the issued or unissued shares of capital stock both Common
Stock and Preferred Stock of VISCORP all of which are set forth on Schedule 3.3 
attached hereto. The VISCORP shares on said schedule 3.3 represent all of the 
outstanding capital stock of VISCORP.

     At the Closing, the VISCORP Shares to be issued and delivered to the 
SKYSITE Shareholders hereunder will when so issued and delivered, constitute 
valid and legally issued shares of VISCORP Common Stock, fully paid and 
nonassessable.

     3.4 Financial Statement: Books and Records. Schedule 3.4 consists of the 
         --------------------------------------
audited financial statements of VISCORP for the fiscal year ended December 31, 
1996 and interim unaudited financial statements ended at March 31, 1997 
(collectively the "Financial Statements"). The Financial Statements fairly 
represent the financial position of VISCORP as at such date and the results of 
their operations for the periods then ended. The Financial Statements were 
prepared in accordance with generally accepted accounting principles applied on
a consistent basis with prior periods except as otherwise stated therein. The
books of account and other

                                       7
<PAGE>
 
financial records of VISCORP are in all respects complete and correct in all 
material respects and are maintained in accordance with good business and 
accounting practices.

     3.5 No Material Adverse Changes.
         ----------------------------

     Since the dates of the interim unaudited financial statements on Schedule 
3.4;

           (i) there has not been any material adverse changes in the financial 
     position of VISCORP except changes arising in the ordinary course of
     business, which changes will in no event materially and adversely affect
     the financial position of VISCORP and the past audit for the fiscal year
     ended December 31, 1996 will be consistent with the representations made by
     Blackman Kallick Bartelstein, LLP to VISCORP.

           (ii) any damage, destruction or loss materially affecting the assets,
     prospective business, operations or condition (financial or otherwise) of
     VISCORP whether or not covered by insurance;

           (iii) any declaration setting aside or payment of any dividend or 
     distribution with respect to any redemption or repurchase of VISCORP
     capital stock;

            (iv) any sale of an asset (other than in the ordinary course of 
     business) or any mortgage pledge by VISCORP of any properties or assets;
     or

           (v) adoption of any pension, profit sharing, retirement, stock bonus,
     stock option or similar plan or arrangement.

      3.6 Taxes. VISCORP has (or by the Closing Date, will have filed) all 
          ------
material tax, governmental and/or related forms and reports (or extensions 
thereof) due or required to be filed and has (or will have) paid or made 
adequate provisions for all taxes or assessments which have become due as of the
Closing Date.

      3.7 Compliance with Laws. VISCORP has complied with all federal, state, 
          ---------------------
county and local laws, ordinances, regulations, inspections, orders, judgments,
injunctions, awards or decrees applicable to it or its business, which, if not
complied with, would materially and adversely affect the business of VISCORP or
the trading market for the VISCORP Shares and specifically, and to the best of
its knowledge VISCORP complied with provisions for registration under the
Securities Act of 1933 and all applicable blue sky laws in connection with its
public stock offering and there are no outstanding, pending or threatened stop
orders or other actions or investigations relating thereto.

      3.8 Actions and Proceedings. VISCORP is not a party to any material 
          ------------------------
pending litigation or, to its knowledge, any governmental proceedings are
threatened against VISCORP, except as set forth on Schedule 3.8 attached hereto
and made a part hereof.

                                       8
<PAGE>
 
     3.9 Periodic Reports. VISCORP has delivered to SKYSITE true and complete 
         ----------------
copies of Forms 10-K and 10-Q report pursuant to SEC Rules and Regulations for 
reporting companies under the Securities Exchange Act of 1934, as amended. As of
their respective dates, such reports and statements did not contain any untrue 
statement of a material fact or omit to state a material fact required to be 
stated therein or necessary to make the statements therein, in light of the 
circumstance under which they were made, not misleading. VISCORP presently has 
one subsidiary (incorporated in Illinois). Schedule 3.9 sets forth all of the 
documentation of such reports VISCORP has delivered to SKYSITE.

     3.10 Disclosure. VISCORP has (and at the Closing it will have) disclosed in
          ----------
writing all events, conditions and facts materially affecting the business, 
financial conditions or results of operation of VISCORP all of which have been 
set forth herein. VISCORP has not now and will not have, at the Closing, 
withhold disclosure of any such events, conditions, and facts which they have 
knowledge of or have reasonable grounds to know may exits.

     3.11 Capitalization. The authorized Capital Stock of VISCORP consists of 
          --------------
50,000,000 shares of Common Stock of which 22,128,000 shares of Common Stock are
issued and outstanding and has authorized 10,000,000 shares of Preferred Stock, 
par value $.01 per share, of which 2,031,832 shares are issued and outstanding.

     3.12 Access to Records. The corporate financial records, minute books, and 
          -----------------
other documents and records of VISCORP have been made available to SKYSITE prior
to the Closing hereof.

     3.13 No Breach. The execution, delivery and performance of this of this 
          ---------
Agreement and the consummation of the transactions contemplated hereby will not:

           (i) violate any provision of the Articles of Incorporation or By-Laws
     of VISCORP.

           (ii) violate, conflict with or result in the breach of any of the 
     terms of, result in a material modification of, otherwise give any other
     contracting party the right to terminate, or constitute (or with notice
     or lapse of time or both constitute) a default under, any contract or other
     agreement to which VISCORP is a party or by or to which it or any of its
     assets or properties may be bound or subject;

           (iii) violate any order, judgment, injunction, award or decree of any
     court, arbitrator or governmental or regulatory body against, or binding
     upon, VISCORP or upon the securities, properties or business to VISCORP; or

           (iv) violate any statute, law or regulation of any jurisdiction 
     applicable to the transactions contemplated herein.

                                       9
<PAGE>
 
     3.14 Brokers or Finders. No broker's or finder's fee will be payable by 
          ------------------
VISCORP in connection with the transactions contemplated by this Agreement, nor 
will any such fee be incurred as a result of any actions of VISCORP except 
appearing of Schedule 2.12 and 3.14 as one Schedule attached hereto and made a 
part hereof.

     3.15 OTC Bulletin Board. VISCORP shares are listed on the OTC Bulletin 
          ------------------
Board under the symbol "VICP". No representation is being made by VISCORP of any
trading of the shares of VISCORP. At the Closing Date, VISCORP's Rule 15c2-11 
documentation and reports required to be filed with the SEC as discussed above 
shall have been updated and shall be current in all material respects, except as
may appear on Schedule 3.15, attached hereto which exceptions shall be permitted
only by the written consent of SKYSITE.

     3.16 Authority to Execute and Perform Agreements. VISCORP has the full 
          -------------------------------------------
legal right and power and all authority and approval required to enter into, 
execute and deliver this Agreement and to perform fully its obligations 
hereunder. This Agreement has been duly executed and delivered and is the valid 
and binding obligation of VISCORP enforceable in accordance with its terms, 
except as may be limited by bankruptcy, moratorium, insolvency or other similar 
laws generally affecting the enforcement of creditors' rights. The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby and the performance by VISCORP of this Agreement, in accordance with its 
respective terms and conditions will not:

           (i) require the approval or consent of any governmental or regulatory
     body or the approval or consent of any other person;

           (ii) conflict with or result in any breach or violation of any of the
     terms and conditions of, or constitute (or with any notice or lapse of time
     or both would constitute) a default under, any order, judgment or decree
     applicable to VISCORP, or any instrument, contract or other agreement to
     which VISCORP is a party or by or to which VISCORP is bound or subject; or

           (iii) result in the creation of any lien or other encumbrance on the 
     assets or properties of VISCORP.

     3.17 Full Disclosure. No representation or warranty by VISCORP in this 
          ---------------
Agreement or in any document or schedule to be delivered by them pursuant 
hereto, and no written statement, certificate or instrument furnished or to be 
furnished by VISCORP pursuant hereto or in connection with the negotiation, 
execution or performance of this Agreement contains or will contain any untrue 
statement of a material fact or omits or will omit to state any fact necessary 
to make any statement herein or therein not materially misleading or necessary 
to complete and correct presentation of all material aspects of the business of 
VISCORP.

                                      10
<PAGE>
 
SECTION 4. CONDITIONS PRECEDENT
-------------------------------

     4.1 Conditions Precedent to the Obligation of VISCORP. All obligations of 
         -------------------------------------------------
VISCORP under this Agreement are subject to the fulfillment, prior to or as of 
the Closing Date, as indicated below, of each of the following conditions:

           (a) The representations and warranties by or on behalf of VISCORP 
contained in this Agreement or in any certificate or document delivered pursuant
to the provisions hereof shall be true in all material respects at and as of 
Closing Date as though such representations and warranties were made at and as 
of such time.

           (b) VISCORP shall have performed and complied in all material 
respects, with all covenants, agreements, and conditions set forth in, and shall
have executed and delivered all documents required by this Agreement to be 
performed or complied with or executed and delivered by them prior to or at the 
Closing.

           (c) On or before the Closing, the Board of Directors of VISCORP shall
have approved in accordance with Nevada law the execution, delivery and 
performance of this Agreement and the consummation of the transaction 
contemplated herein and authorized all of the necessary and proper action to 
enable VISCORP to comply with the terms of the Agreement.

           (d) The Exchange shall be permitted by Nevada law and VISCORP shall 
have sufficient shares of VISCORP's Common Stock authorized to complete the 
Exchange.

           (e) At the Closing, all instruments and documents delivered to 
SKYSITE and the Shareholders pursuant to provisions hereof shall be reasonably 
satisfactory to legal counsel for SKYSITE.

           (f) At the Closing, VISCORP shall have delivered to SKYSITE an 
opinion of counsel dated as of the Closing to the effect that:

                 (i) VISCORP is a corporation duly organized, validly existing 
           and in good standing under the laws of the State of Nevada;

                 (ii) This Agreement has been duly authorized executed and 
           delivered by VISCORP and is a valid and binding obligation of
           VISCORP enforceable in accordance with its terms;

                 (iii) VISCORP through its Board of Directors has taken all 
           corporate action necessary for performance under this Agreement;

                                      11
<PAGE>
 
                 (iv) The documents executed and delivered to SKYSITE and the 
           SKYSITE Shareholders hereunder are valid and binding in accordance
           with their terms to the shares of VISCORP Shares to be issued
           pursuant to section 1.1 hereof, and such Shares will be duly and
           validly issued, fully paid and non-assessable; and

                 (v) VISCORP has the corporate power to execute, deliver the 
           Shares and perform under this Agreement.

           (i) The shares of restricted VISCORP Common Stock to be issued to the
Shareholders of SKYSITE at Closing will be validly issued, nonassessable and 
fully paid under Nevada corporation law and will be issued in a non-public 
offering and isolated transaction in compliance with all federal and state 
securities laws, bearing a restrictive legend, as is more fully set forth above.

     4.2 Conditions Precedent to the Obligations of SKYSITE and SKYSITE 
         --------------------------------------------------------------
Shareholders. All obligations of SKYSITE and SKYSITE Shareholders under this 
------------
Agreement are subject to the fulfillment, prior to or at Closing, of each of the
following conditions:

           (a) The representations and warranties by SKYSITE and its 
     Shareholders, contained in this Agreement or in any certificate or document
     delivered pursuant to the provisions hereof shall be true in all material
     respects at and as of the Closing as though such representations and
     warranties were made at and as of such time;

           (b) SKYSITE shall have performed and complied with, in all material 
     respects, with all covenants, agreements, and conditions set forth in, and
     shall have executed and delivered all documents required by this Agreement
     to be performed or complied or executed and delivered by them prior to or
     at the Closing;

           (c) SKYSITE shall deliver on behalf of its Shareholders to VISCORP a 
     letter commonly known as an "Investment Letter," or investment
     representations acknowledging that the shares of VISCORP Common Stock are
     being acquired for investment purposes.

           (d) Except for the obligations and liabilities set forth on the 
     Schedules attached to this Agreement the Shareholders, and each of them and
     their respective successors, heirs, executors and assigns shall execute
     General Releases in favor of VISCORP and SKYSITE and their respective
     officers, directors, partners, predecessors and successors of and from any
     and all liabilities, liens, debts, accounts, accounting, payments, due,
     demands, obligations, promises, acts, agreements, costs and expenses
     (including attorneys' fees) damages, actions and causes of action of
     whatever kind or nature, whether known or unknown, suspected or
     unsuspected, which any of them now or

                                      12
<PAGE>
 
     hereafter own or hold or has at any time heretofore owned or held against
     the other by reason of any matter, cause or thing whatsoever, which
     occurred, was done, omitted or was suffered to be done through the date of
     execution of this Agreement and to the date of the closing.

           (e) Resignation of all of SKYSITE's officers and director except 
     Soumas, Jr. (or any present officer and/or director of VISCORP).

           (f) SKYSITE and its Shareholders shall deliver an opinion of its 
     legal counsel to viscorp to the effect that:

                 (i) SKYSITE is a corporation duly organized validly existing 
           and in good standing under the laws of the State of Delaware and is
           duly qualified to do business in any jurisdiction where so required
           except where the failure to so qualify would have no material adverse
           impact on the company;

                 (ii) SKYSITE has the corporate power to carry on its business 
           as now being conducted; and

                 (iii) This Agreement has been duly authorized, executed and 
           delivered by SKYSITE.

SECTION 5. COVENANTS
--------------------

     5.1 Corporate Examinations and Investigations. Prior to the Closing Date, 
         -----------------------------------------
the parties acknowledge that they have been entitled, through their employees 
and representatives, to make such investigation of the assets, properties, 
business and operations, books, records and financial condition of the other as 
they each may reasonably require. No investigations, by a party hereto shall, 
however, diminish or waive any of the representations, warranties, covenants or 
agreements of the party under this Agreement.

     5.2 Expenses. Each party hereto agrees to pay its own costs and expenses 
         --------
incurred in negotiating this Agreement and consummating the transactions 
described herein.

     5.3 Further Assurances. The parties shall execute such documents and other 
         ------------------
papers and take such further actions as may be reasonably required or desirable 
to carry out the provisions hereof and the transactions contemplated hereby. 
Each such party shall use its best efforts to fulfill or obtain the fulfillment 
of the conditions to the Closing, including, without limitation, the execution 
and delivery of any documents or other papers, the execution and delivery of 
which are necessary or appropriate to the Closing.

     5.4 Confidentiality. In the event the transactions contemplated by this 
         ---------------
Agreement are not consummated, VISCORP, SKYSITE and the Shareholders agree to 
keep confidential any

                                      13
<PAGE>
 
information disclosed to each other in connection therewith for a period of two 
(2) years from the date hereof; provided, however, such obligation shall not 
apply to information which:

           (i) at the time of the disclosure was public knowledge;

           (ii) after the time of disclosure becomes public knowledge (except 
           due to the action of the receiving party); or

           (iii) the receiving party had within its possession at the time of 
           disclosure.

     5.5 Stock Certificates. At the Closing, the Shareholders shall have 
         -------------------
delivered the certificates representing the Shares duly endorsed (or with 
executed stock powers) so as to make VISCORP the sole owner thereof. At such 
Closing, VISCORP shall issue to the Shareholders the VISCORP Shares.

      5.6 Investment Letters. The Shareholders shall have delivered to VISCORP 
          -------------------
an "Investment Letter" agreeing that the shares are being acquired for 
investment purposes only and not with the view to public resale or distribution.

SECTION 6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF SKYSITE
----------------------------------------------------------------

           (a) Notwithstanding any right of VISCORP to investigate the affairs 
of SKYSITE and its Shareholders, VISCORP has the right to rely fully upon 
representations, warranties, covenants and agreements of SKYSITE and its
Shareholders contained in this Agreement or in any document delivered to VISCORP
by SKYSITE and its Shareholders or any of their representatives, in connection
with the transactions contemplated by this Agreement. All such representations,
warranties, covenants and agreements shall survive the execution and delivery
hereof and the closing hereunder for twelve (12) months following the Closing.

SECTION 7. INDEMNIFICATION
--------------------------

     For a period of two (2) years from the Closing, SKYSITE and its 
Shareholders agree to indemnify and hold harmless VISCORP, and VISCORP agrees 
to indemnify and hold harmless SKYSITE and its Shareholders, at all times after 
the date of this Agreement against and in respect of any liability, damage, or 
deficiency, all actions, suits, proceedings, demands, assessments, judgments, 
costs and expenses, including attorneys' fees, incident to any of the foregoing,
resulting from any material misrepresentation made by any indemnifying party to 
an indemnified party, an indemnifying party's breach of covenant or warranty or 
an indemnifying party's nonfulfillment of any agreement hereunder, or from any 
material misrepresentation or omission from any certificate furnished or to be
furnished hereunder.

     In the event any Shareholder listed on Exhibit A to this Agreement breaches
this indemnification in this Section 7 of the Agreement, in addition to all 
other remedies, which

                                      14
<PAGE>
 
VISCORP may have and said breach was discoverable within 90 days from April 30, 
1997, by the use of reasonable diligence, the number of Shares contemplated to 
be distributed to said Shareholder, pursuant to the terms and conditions of this
Agreement shall be reduced by the dollar value of such breach as determined by 
VISCORP, in its sole discretion, with the responsibility being allocated solely 
to the aforesaid breaching Shareholder's share holdings.

SECTION 8. DOCUMENTS AT CLOSING AND THE CLOSING
-----------------------------------------------

     8.1   Documents at Closing. At the Closing, the following transactions
           --------------------
shall occur, all of such transactions being deemed to occur simultaneously:

           (a) SKYSITE will deliver, or will cause to be delivered, to VISCORP 
           the following:

                (i) a certificate executed by the President and Secretary of
           SKYSITE to the effect that all representations and warranties made by
           SKYSITE under this Agreement are true and correct as of the Closing,
           the same as though originally given to VISCORP on said date;

                (ii) a certificate from the State of Delaware dated at or about 
           the Closing to the effect that SKYSITE is in good standing under the
           laws of said State;

                (iii) Investment Letters or investment representations in the 
           form executed by each SKYSITE Shareholder;

                (iv) General Releases of all its Shareholders;

                (v) Stock certificates representing those shares of SKYSITE 
           Shares to be exchanged for VISCORP Shares will be delivered; and

                (vi) Stock option agreement to certain SKYSITE Shareholders 
           listed on Exhibit A for a maximum of 500,000 shares of VISCORP Common
           Stock at 40c per share for a 3 year period from the Closing Date.

                (vii) such other instruments, documents and certificates, if 
           any, as are required to be delivered pursuant to the provisions of
           this Agreement, including but not limited to certified copies of
           resolutions of SKYSITE's Board of Directors authorizing this
           transaction and an opinion of counsel of SKYSITE as described herein
           including but not limited to such items set forth in Section 4
           hereof;

                (viii) resignation of its officers and directors, except for 
           Soumas and Siegel;

           (b) VISCORP will deliver or cause to be delivered to SKYSITE and the
           SKYSITE Shareholders:

                                      15
<PAGE>
 
                (i)   stock certificates representing those shares of VISCORP
           Shares to be issued as a part of the Exchange as described in Section
           1 hereof;

                (ii)  a certificate from VISCORP executed by the President or 
           Secretary of VISCORP, to the effect that all representations and
           warranties of VISCORP made under this Agreement are true and correct
           as of the CLosing, the same as though originally given to SKYSITE on
           said due date;

                (iii) certified copies of resolutions by VISCORP's Board of
           Directors authorizing this transaction;

                (iv)  certificates from the Nevada Secretary of State dated at
           or about the Closing Date that VISCORP is in good standing under the
           laws of said State;

                (v)   opinion of VISCORP's counsel as described in Section
           4.1(h) above;

                (vi)  such other instruments and documents as are required to be
           delivered pursuant to the provisions of this Agreement;

                (vii) all other items, the delivery of which is a condition
           precedent to the obligations of VISCORP, as set forth in Section 4
           hereof.

     8.2   The Closing. The CLosing shall take place on or before June 23, 1997 
           -----------
or at such other later time or place as may be agreed upon by the parties
hereto. At the closing, the parties shall provide each other with such documents
as may be necessary or appropriate in order to consummate the transactions
contemplated hereby including evidence of due authorization of the Agreement and
the transactions contemplated hereby.

SECTION 9. MISCELLANEOUS
------------------------

     9.1  Waivers. The waiver of a breach of this Agreement or the failure of 
          -------
any party hereto to exercise any right under this Agreement shall in no way 
constitute waiver as to future breach whether similar or dissimilar in nature or
as to the exercise of any further right under this Agreement.

     9.2 Amendment. This Agreement may be amended or modified only by an
         ---------
instrument of equal formality signed by the parties or the duly authorized 
representatives of the respective parties.

     9.3 Assignment. This Agreement is not assignable except by operation of 
         ----------
law.

     9.4 Notice. Until otherwise specified in writing, the mailing addresses and
         ------
fax numbers of the parties of this Agreement shall be as follows:

                                      16
<PAGE>
 
           To: VISCORP:       VisCorp
                              Attention: Lawrence Siegel
                              4764 Park Granada
                              Calabasas, CA 91302
                              Phone (818) 225-0000
                              Fax (818) 591-2720

           cc:                Stuart D. Pearlman, Esq.
                              Defrees & Fiske
                              200 South Michigan Avenue
                              Suite 1100
                              Chicago, IL 60604
                              Phone (312) 372-4000
                              Fax (312) 939-5617

           To: SKYSITE:       Mr. Tom D. Soumas, Jr.
                              Skysite Communications Corp.
                              11500 Sherman Way - Bldg. 2
                              North Hollywood, CA 91506
                              Phone (800) Skysite
                              Fax

           To: The Shareholders:

                              Chris Dieterich, Esq.
                              2950 31st Street
                              Suite 240
                              Santa Monica, CA 90405
                              Phone (310) 450-3214
                              Fax (310) 452-0076

Any notice or statement given under this Agreement shall be deemed to have been 
given if sent by registered mail addressed to the other party at the address 
indicated above or at such other address which shall have been furnished in 
writing to the addressor.

     9.5 Governing Law. This Agreement shall be construed, and the legal 
         -------------
relations be the parties determined, in accordance with the laws of the State of
Nevada, thereby precluding any choice of law rules which may direct the 
application of the laws of any other jurisdiction.

     9.6 Arbitration.
         -----------

           (a) All disputes and differences arising in connection with or 
relating to the provisions of this Agreement, including what constitutes a 
dispute or difference, shall be settled and finally determined by arbitration 
unless agreement in writing has been reached between the

                                      17
<PAGE>
 
parties within ninety (90) days after either party shall have given written 
notice to the other party of the existence of a dispute or difference which it 
desires to have arbitrated. Such notice shall state the point or points in 
dispute.

          (b) Arbitration shall be conducted in Los Angeles, California in 
accordance with the rules of the American Arbitration Association augmented by 
the rights of Civil Discovery included in the Federal Rules of Civil Procedure 
by three (3) arbitrators, one of whom shall be selected by VISCORP, one by 
SKYSITE and a Chairman of the Arbitration Court selected by the two arbitrators 
so selected. The applicable law shall be as provided above. Each party shall 
notify the other party of the arbitrator selected by it within sixty (60) days 
of the giving of written notice referred to above. In the event that the two 
arbitrators selected by the parties are unable to reach agreement as to the 
third arbitrator, the third arbitrator shall be selected by the American 
Arbitration Association. Arbitration shall be held in the jurisdiction of the 
party against which or whom the arbitration is instituted. Each party shall be
given the opportunity to present to the arbitrators its evidence, witnesses and 
arguments, and the right to be represented by counsel of its selection when the 
other party be represented by counsel, of its selection when the other party 
presents its evidence, witnesses and arguments. In the event one of the parties
shall fail, after reasonable notice, to appear and participate in the
arbitration preceedings as normally interpreted by the above-mentioned rules,
the arbitrators shall be entitled to make their decision and award on the basis
of the evidence, witnesses and arguments presented by the party appearing.

          (c) The decision and the award of the arbitrators shall be in writing
and shall be final and binding upon the parties hereto. Judgment upon the award
rendered may be entered in any court having jurisdiction thereof, or application
may be made to such court for a judicial acceptance of the award and an order of
enforcement, as the case may be. The expenses of arbitration shall be borne in
accordance with the determination of the arbitrators with respect thereto.
Pending decision by the arbitrators with respect to the dispute or difference
undergoing arbitration, all other obligations of the parties hereto shall
continue as stipulated herein, and all monies not directly involved in such
dispute or difference shall be paid when due. All parties will have the right to
appeal as if the award had been rendered in Federal District Court.

     9.7  Publicity. No publicity release or announcement concerning this 
          ----------
Agreement or the transactions contemplated hereby shall be issued by either 
party hereto at any time from the signing hereof without advance approval in 
writing of the form and substance by the other party.

     9.8  Entire Agreement. This Agreement (including the Exhibits and Schedules
          -----------------
hereto) and the collateral agreements executed in connection with the 
consummation of the transactions contemplated herein contain the entire 
agreement among the parties with respect to the purchase and issuance of the 
Shares and the VISCORP Shares and related transactions, and supersede all prior 
agreements, written or oral, with respect thereto, including but not limited to 
the Memoranda of Understanding entered into by the parties hereto on May 2, 
1997.

                                      18
<PAGE>
 
     9.9  Headings. The headings in this Agreement are for reference purposes 
          --------
only and shall not in any way affect the meaning or interpretation of this 
Agreement.

     9.10 Severability of Provisions. The invalidity or unenforceability of any 
          --------------------------
term, phrase, clause, paragraph, restriction, covenant, agreement or provision 
of this Agreement shall in no way affect the validity or enforcement of any 
other provision or any part thereof.

     9.11 Counterparts. This Agreement may be executed in any number of 
          ------------
counterparts, each of which when so executed, shall constitute an original copy 
hereof, but all of which together shall consider but one and the same document.

     9.12 Binding Effect. This Agreement shall be binding upon the parties 
          --------------
hereto and inure to the benefit of the parties, their respective heirs, 
administrators, executors, successors and assigns.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the date 
first above written.

                                            VISCORP

                                        By: 
                                            -----------------------------------
                                             Robert Wussler, Chairman
                                            -----------------------------------
                                            (Print Name and Title)

ATTEST:

-----------------------------------
Hugh Jencks, Secretary


                                            SKYSITE COMMUNICATIONS CORPORATION

                                        By: 
                                            -----------------------------------
                                             Tom D. Soumas, Jr., President
                                            -----------------------------------
                                            (Print Name and Title)

ATTEST:

-----------------------------------


                                      19
<PAGE>
 
                                    SKYSITE COMMUNICATIONS CORPORATION
                               
                               By:  /s/ Tom D. Soumas, Jr.
                                    --------------------------------------------
                                     Tom D. Soumas, Jr., President
                                    --------------------------------------------
                                    (Print Name and Title)
                               
ATTEST:                        
                               
/s/ Michael Savage             
------------------------       
                               
                               
                                    ALL OF SKYSITE SHAREHOLDERS:
                               
                                    Intercontinental Technologies Group, Inc.
                               
                               By:  /s/ Chris Dieterich
                                    --------------------------------------------
                                    Chris Dieterich, Secretary/General Counsel
                               
                                    /s/ Tom D. Soumas, Jr.
                                    --------------------------------------------
                                    Tom D. Soumas, Jr.
                               
                                    Cochran Ranch and Tennis Club, a corporation
                               
                               By:  /s/ Michael Savage
                                    --------------------------------------------
                                    Michael Savage
                               
                                    Sinai Administrative Trust
                               
                               By:  /s/ Ruban Kitary, Trustee Attorney-in-fact
                                    --------------------------------------------
                                    Ruban Kitary
                               
                                    /s/ George Straayer
                                    --------------------------------------------
                                    George Straayer
                               
                                    /s/ Carol Anderson
                                    --------------------------------------------
                                    Carol Anderson
                               
                                    /s/ Howard Garber
                                    --------------------------------------------
                                    Howard Garber


                                      20
<PAGE>
 
                        AMENDMENT TO AGREEMENT AND PLAN
                               OF REORGANIZATION
                                (May 28, 1998)

     The parties to this Agreement are U.S. Digital Communications, Inc.
(formerly VisCorp), a Nevada corporation ("USDI"), and each of the following
former shareholders of Skysite Communications Corporation ("Skysite"), a
Delaware corporation: Intercontinental Technologies Group, Inc. ("ITG"), Cochran
Ranch and Tennis Club, Inc., by Michael Savage, its president ("Cochran"), Sinai
Administrative Trust, in favor of Ruben Kitay, its trustee ("Sinai"), George
Straayer, Carol Anderson and Howard Garber. Collectively, this group will be
identified as the "Selling Shareholders".

     This Amendment Agreement is intended to modify the Agreement and Plan of 
Reorganization ("Merger Agreement"), executed by all of the above Selling 
Shareholders on or before June 6, 1997, and between USDI, Skysite, the Selling 
Shareholders and Tom Soumas, also a former shareholder of Skysite, but not a 
party to this Amendment Agreement.

                                   Recitals

     Whereas, disputes have arisen between USDI and Soumas, and these disputes 
have been focused on the value of Skysite at the time of its transfer to USDI, 
causing USDI to dispute the value of the transfers to the Selling Shareholders, 
arguably as participants in the valuation (or lessening of valuation) of 
Skysite, and

     Whereas, the parties to this Amendment Agreement desire to resolve their 
outstanding differences and deal only with the misrepresentations and 
inaccuracies attributable to Soumas,

NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations, and warranties contained in this Amendment Agreement, the
parties hereto agree as follows:

Section 1.0  Modified Consideration

        1.1 The consideration originally set forth in the June 6, 1997, Merger
Agreement as to the Selling Shareholders (510,000 shares of common stock, plus
500,000 options exercisable at $0.40 per share) will remain as the consideration
to be delivered to the Selling Shareholders, subject to 1.2 below.

        1.2 The Selling Shareholders will pay to USDI, as compensation for the
errors, misrepresentations and/or inaccuracies of Soumas, the sum of $200,000,
said sum to be deducted from any sales of the common stock being delivered to
the Selling Shareholders under (S) 1.1.

        1.3 An escrow account at the Smith Barney (New York) brokerage firm will
be
<PAGE>
 
established for purposes of executing the terms of this Section 1.0. All of the 
shares of common stock and all of the option rights will be deposited by USDI 
into that escrow, along with instructions to pay to USDI the first $200,000 
realized by any sales of the stock. Furthermore, USDI will be paid the first 
$0.40 on the exercise of any of the options, pursuant to the terms and 
conditions set forth within the options themselves. Once the initial $200,000 
has been tendered to USDI, the remainder of the common shares still contained in
the account will be free of further USDI-imposed restrictions under this Section
1.3 and may be distributed to the Selling Shareholders according to any 
agreement satisfactory to them (subject to any restrictive legends as provided 
for in Section 4.1 below) and USDI will have no further interest in these 
shares. The options, if unexercised, may also be distributed to the Selling 
Shareholders.

Section 2.0  Assignment of Claims

        2.1  In consideration for the payment of $200,000 to USDI by the Selling
Shareholders, USDI hereby assigns to the Selling Shareholders all claims USDI 
has arising out of the Merger Agreement and the transactions contemplated 
therein. Nevertheless, USDI will retain any claims it has against Soumas (i) for
the use of USDI's trade secrets and other proprietary information for the 
conduct of a competing business, and (ii) the conversion by Soumas of certain 
property of USDI. Should the Selling Shareholders institute an action against 
Soumas to recover any portion of the $200,000 paid to USDI, which is being paid 
against a total claim by USDI of $480,000 in losses caused by Soumas, then USDI 
will be entitled to 33.3% of all funds actually recovered from Soumas by the 
Selling Shareholders. The recovery will be net of actual costs for attorneys' 
fees, costs advanced, expert or lay witnesses, and other similar and reasonable 
charges arising in litigation or arbitration.

        2.2  Notwithstanding (P) 2.1 above, USDI will retain the right to raise 
as a defense, counterclaim, set off or recoupment, to any claims or action 
brought by Soumas against USDI, all damages caused by the misrepresentations 
made by Skysite and Soumas in the Merger Agreement and the related transactions,
including all negotiations related thereto. The parties will agree prior to any 
settlement with Soumas pursuant to this (P) 2.2 as to the allocation, by either 
of the parties, of the "offsets" or the "recovered" amounts, since these amounts
may have an impact on the other party's litigation efforts against Soumas.

Section 3.0  Assistance of USDI/ITG Personnel

        3.1  USDI and ITG agree to assist each other in the anticipated 
litigation against Soumas.

        3.2  The Selling Shareholders agree to assist USDI in any litigation 
resulting from the Merger Agreement or this Amendment Agreement in any 
subsequent litigation or arbitration between Soumas and USDI.

        3.3  Neither USDI nor ITG can commit to provide the assistance of any 
individuals who are no longer in its employ.
<PAGE>
 
     3.4  Both ITG and USDI shall provide reasonable notice prior to scheduling 
any matter requiring the use of USDI or ITG personnel. In addition, USDI and/or 
ITG shall be reimbursed for any out of pocket expenditures, travel expenses, and
attorneys fees incurred by the non-litigating party in responding to requests of
the litigating party. The reimbursement of these items will be made out of the 
first proceeds of the respective litigation.

Section 4.0  Legal Opinion Concerning the Tradeability of Shares

     4.1  Any legal opinion obtained by the Selling Shareholders regarding the 
tradeability of shares must be obtained from counsel approved by USDI in its 
reasonable discretion. In addition, any such counsel shall have sufficient 
experience in security matters to render an opinion (at least 10 years 
experience) and shall have malpractice insurance with with limits of no less 
than three million dollars ($3,000,000). All shares of stock issued to Selling 
Shareholders shall contain all appropriate restrictions.

     4.2  USDI will aid in the documentation of any factual representations 
necessary to provide the counsel providing the opinion with assurances as to the
events or dates and times in question, the number of issued and outstanding 
securities, the identification of officers, directors and/or affiliates and any 
other information reasonably requested by the opining counsel. Notwithstanding 
any other provisions of this Amendment, the Selling Shareholders agree not to 
sell any shares received pursuant to this Agreement on or before June 7, 1998.

Section 5.0  Miscellaneous

     5.1  Waiver. The waiver of a breach of this Amendment Agreement or the 
failure of any party hereto to exercise any right under this Amendment Agreement
shall in no way constitute waiver as to future breach whether similar or 
dissimilar in nature or as to the exercise of any further right under this 
Agreement.

     5.2  Further Actions and Assurances. At any time and from time to time, 
each party agrees to take actions and to execute and deliver documents as may 
be reasonably necessary to effectuate the purposes of this Agreement.

     5.3  Assignment. Neither this Agreement nor any right created by it shall 
be assignable by the parties without the prior written consent of the other 
parties.

     5.4  Notices. Any notice or other communication required or permitted by 
this Agreement must be in writing and shall be deemed to be properly given when 
delivered in person to an officer of the other party, when deposited in the 
United States mails for transmittal by certified or registered mail, postage 
paid, or when deposited with a public telegraph company for transmittal, charges
prepaid, provided the communication is addressed:

<PAGE>
 
           Selling Shareholders:

                   c/o Dieterich & Associates
                   Attorneys-in-fact for the Selling Shareholder(s) 
                   11300 W. Olympic, Suite 800
                   Los Angeles, California 90064

           U.S. Digital, Inc.:

                   c/o Robert Kostecka
                   Caplan Buckner Rohrbaugh & Kostecka
                   Counsel to USDI
                   3 Bethesda Metro Center
                   Bethesda, Maryland 20814

or to any such person or address designated by the parties, in writing, to 
receive notice.

     5.5  Headings. The section and subsection headings in this agreement are 
inserted for convenience only and shall not affect in any way the meaning or 
interpretation of this Agreement.

     5.6  Counterparts. This Agreement may be executed simultaneously in two or 
more counterparts, each of which shall be deemed an original, but all of which 
together shall constitute one and the same instrument.

     5.7  Governing Law. This Agreement shall be governed by the laws of the 
State of Nevada, notwithstanding any conflict-of-law provision to the contrary. 
Should any aspect of this agreement be subject to litigation or arbitration, the
prevailing party in such dispute will be entitled to, in addition to all other 
damages, an award of its reasonable attorneys and accountant's fees.

     5.8 Binding Effect. This Agreement shall be binding upon the parties hereto
and inure to the benefit of the parties, their respective heirs, administrators,
executors, successors, and assigns.

     5.9 Agency. The law offices of Dieterich & Associates will function as the 
trustee for the distribution of the shares and options under this Amendment 
Agreement, and each of the signing Selling Shareholders hereby appoints 
Dieterich & Associates as their agent for purposes of carrying out the terms
and conditions of this Amendment Agreement.

     5.10 Facsimile Counterparts. A facsimile telecopy, or other reproduction 
of this Agreement may be executed by one or more parties hereto and such 
executed copy may be delivered by facsimile or similar instantaneous electronic
transmission device pursuant to which the signature of or on behalf of such 
party can be seen, and such execution and delivery shall be considered valid, 
binding and effective for all purposes. At the request of any party hereto, all 
parties agree to execute an original of this Agreement as well as any
<PAGE>
 
facsimile, telecopy or other reproduction hereof.

     5.11  Time is of the Essence. Time is of the essence of this Agreement and 
of each and every position hereof.

     5.12  Representation. All parties acknowledge that they have been 
represented by counsel of their own choosing and that they have received advice 
and guidance from their respective counsel. Based upon this representation, no 
party will be construed to have been the drafting party for this Agreement, and 
no party will be adjudged unrepresented for purposes of interpreting ambiguities
in the Agreement.

     5.13  Publicity. No publicity release or announcement concerning this 
Amendment Agreement or the transactions contemplated hereby shall be issued by 
either party hereto at any time from the signing hereof without advance approval
in writing of the forma and substance by the other party.

     5.14 Entire Agreement. This Amendment Agreement, the Merger Agreement, and
all of the collateral agreements referenced in (P)9.8 of the Merger Agreement
contain the entire agreement among the parties to this Amendment Agreement with
respect to the transactions set forth herein, and supersede all prior
agreements, written or oral, with respect thereto, including but not limited to
the Memoranda of Understanding entered into by the parties hereto on May 2,
1997.

     5.15 Mutual Release. All signatories to this Amendment Agreement hereby
agree that execution of this document, and compliance with the terms and
conditions contained within this Amendment Agreement by the respective party
charged with such compliance, will effect a full and complete mutual release of
any and all claims they might have against the parties signatory to this
Agreement. Each party hereby fully releases and discharges each other, and each
and all of their attorneys and principals, from any and all obligations,
liabilities, claims, costs, expenses, demands, charges, debts, actions and
causes of action which either any of them may now have, or hereinafter have, by
reason of or arising from the matters embraced in the Merger Agreement and this
Amendment Agreement, both known and unknown, other than as to performance agreed
to but not yet completed under this Amendment Agreement and the Merger
Agreement, which will also be released upon timely performance according to the
terms of this Agreement and the Merger Agreement.

     IN WITNESS WHEREOF, the parties have executed this Amendment Agreement to 
be effective the 27th of May, 1998.

U.S. DIGITAL COMMUNICATIONS, INC.


By:     /s/ Robert J. Wussler
     ----------------------------
<PAGE>
 
INTERCONTINENTAL TECHNOLOGIES
GROUP, INC.


By:
   --------------------------
     Robert M. Terry
     President


/s/George Straayer
-----------------------------
George Straayer, Individually


/s/Carol Anderson
-----------------------------
Carol Anderson, Individually


/s/Howard Garber
-----------------------------
Howard Garber, Individually


COCHRAN RANCH AND TENNIS
CLUB, INC.


By: /s/Michael Savage
   --------------------------
     Michael Savage
     President


/s/Ruben Kitay
-----------------------------
Sinai Administrative Trust,
Ruben Kitay, Trustee


Agency Accepted:

DIETERICH & ASSOCIATES


By: /s/Christopher Dieterich
   --------------------------
     Christopher Dieterich
     Counsel to Selling Shareholders
<PAGE>
INTERCONTINENTAL TECHNOLOGIES
GROUP, INC.


By:/s/Robert M. Terry
   --------------------------
     Robert M. Terry
     President



-----------------------------
George Straayer, Individually



-----------------------------
Carol Anderson, Individually



-----------------------------
Howard Garber, Individually


COCHRAN RANCH AND TENNIS
CLUB, INC.


By: 
   --------------------------
     Michael Savage
     President


/s/Ruben Kitay
-----------------------------
Sinai Administrative Trust,
Ruben Kitay, Trustee


Agency Accepted:

DIETERICH & ASSOCIATES


By: /s/Christopher Dieterich
   --------------------------
     Christopher Dieterich
     Counsel to Selling Shareholders