EXHIBIT 3.2A


CERTIFICATE OF DESIGNATION
OF
USCI, INC.

 The undersigned corporation hereby certifies as follows:

 FIRST: The name of the corporation is USCI, Inc.

 SECOND: The following resolutions establishing a new series of
Preferred Shares were adopted by the Board of Directors in accordance
with Section 151 of the General Corporation Laws of the State of
Delaware:

RESOLVED, that 500 Preferred shares, with a par value of
$.01 per share, are to be designated Series A; and be it
further

RESOLVED, that the relative rights, privileges,
preferences, restrictions and/or limitations or those
shares designated Series A are as follows:

Terms of Series A Preferred Stock

Section 1. Designation, Amount and Par Value.  The series of preferred
stock shall be designated as 6% Series A Convertible Preferred Stock
(the "Preferred Stock") and the number of shares so designated shall be
500 (which shall not be subject to increase without the consent of the
holders of the Preferred Stock ("Holder").  Each share of Preferred
Stock shall have a par value of $.01 per share and a stated value of
$10,000.00 per share (the "Stated Value").

Section 2. Dividends.

(a) Holders of Preferred Stock shall be entitled to receive, when and
as declared by the Board of Directors out of funds legally available
therefor, and USCI, Inc. (the "Company") shall pay, cumulative dividends
at the rate per share (as a percentage of the Stated Value per share)
equal to 6% per annum, payable on a quarterly basis on March 31, June
30, September 30 and December 31 of each year during the term hereof
(each a "Dividend Payment Date"), commencing on March 31, 1998, in cash
or shares of Common Stock (as defined in Section 8) at (subject to the
terms and conditions set fort herein) the option of the Company.  Any
dividends not paid on any Dividend Payment Date shall accrue and shall
be due and payable upon conversion of the Preferred Stock.  A party that
holds shares of Preferred Stock on a Dividend Payment Date will be
entitled to receive such dividend payment and any other accrued and
unpaid dividends which accrued prior to such Dividend Payment Date,
without regard to any sale or disposition of such Preferred Stock
subsequent to the applicable record date.   All overdue accrued and
unpaid dividends and other amounts due herewith shall entail a late fee
at the rate of 15% per annum (to accrue daily, from the date such
dividend is due hereunder through and including the date of payment).
Except as otherwise provided herein, if at any time the Company pays
less than the total amount of dividends then accrued on account of the
Preferred Stock, such payment shall be distributed ratably among the
holders of the Preferred Stock based upon the number of shares held by
each Holder.  Payment of dividends on the Preferred Stock is further
subject to the provisions of Section 5(c)(i).  The Company shall provide
the Holders notice of its intention to pay dividends in cash or shares
of Common Stock not less than 10 Trading Days prior to the Dividend
Payment Date for so long as shares of Preferred Stock are outstanding,
and in the event the Company fails to provide such notice, it shall pay
such dividends in shares of Common Stock.  If dividends are paid in
shares of Common Stock, the number of shares of Common Stock payable as
such dividend to each Holder shall be equal to the cash amount of such
dividend payable to such Holder on such Dividend Payment Date divided by
the Conversion Price at such time (as defined below).

(b)  Notwithstanding anything to the contrary contained herein, the
Company may not issue shares of Common Stock in payment of dividends
(and must deliver cash in respect thereof) on the Preferred Stock if:

(i)  the number of shares of Common Stock at the time authorized,
unissued and unreserved for all purposes is insufficient to pay such
dividends in shares of Common Stock;

 (ii)  the shares of Common Stock to be issued in respect of such
dividends are not registered for resale pursuant to an effective
registration statement that names the recipient of such dividend as a
selling stockholder thereunder and may not be sold without volume
restrictions pursuant to Rule 144 promulgated under the Securities Act
of 1933, as amended (the "Securities Act"), as determined by counsel to
the Company pursuant to a written opinion letter, addressed to the
Company's transfer agent in the form and substance acceptable to the
Holder and such transfer agent;

(iii)  the shares of Common Stock to be issued in respect of such
dividends are not listed on the Nasdaq National Market System (the
"NASDAQ") and any other exchange or quotation system on which the Common
Stock is then listed for trading;

(iv) the Company has failed to timely satisfy its obligations pursuant
to any Conversion Notice (as defined in Section 5(a)(ii)); or

(v) the issuance of such shares would result in the recipient thereof
beneficially owning, as determined in accordance with Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), more than 4.999% of the then issued and outstanding
shares of Common Stock.

(c) So long as any Preferred Stock shall remain outstanding, neither
the Company nor any subsidiary thereof shall redeem, purchase or
otherwise acquire directly or indirectly any Junior Securities (as
defined in Section 8), nor shall the Company directly or indirectly pay
or declare any dividend or make any distribution (other than a dividend
or distribution described in Section 5) upon, nor shall any distribution
be made in respect of, any Junior Securities, nor shall any monies be
set aside for or applied to the purchase or redemption (through a
sinking fund or otherwise) of any Junior Securities or shares pari passu
with the Preferred Stock, except for repurchases effected by the Company
on the open market, pursuant to a direct stock purchase plan.

Section 3. Voting Rights.  Except as otherwise provided herein and as
otherwise required by law, the Preferred Stock shall have no voting
rights.  However, so long as any shares of Preferred Stock are
outstanding, the Company shall not and shall cause its subsidiaries not
to, without the affirmative vote of the Holders of all of the shares of
the Preferred Stock then outstanding, (a) alter or change adversely the
powers, preferences or rights given to the Preferred Stock, (b) alter or
amend this Certificate of Designation, (c) authorize or create any class
of stock ranking as to dividends or distribution of assets upon a
Liquidation (as defined in Section 4) or otherwise senior to the
Preferred Stock, except for any series of Preferred Stock issued and
sold in accordance with the Purchase Agreement, (d) amend its
Certificate of Incorporation, bylaws or other charter documents so as to
affect adversely any rights of any Holders, (e) increase the authorized
number of shares of Preferred Stock, or (f) enter into any agreement
with respect to the foregoing.

Section 4. Liquidation.  Upon any liquidation, dissolution or winding-up
of the Company, whether voluntary or involuntary (a "Liquidation"), the
Holders shall be entitled to receive out of the assets of the Company,
whether such assets are capital or surplus, for each share of Preferred
Stock an amount equal to the Stated Value plus all due but unpaid
dividends per share, whether declared or not, before any distribution or
payment shall be made to the holders of any Junior Securities, and if
the assets of the Company shall be insufficient to pay in full such
amounts, then the entire assets to be distributed to the Holders of
Preferred Stock shall be distributed among the Holders of Preferred
Stock ratably in accordance with the respective amounts that would be
payable on such shares if all amounts payable thereon were paid in full.
A sale, conveyance or disposition of all or substantially all of the
assets of the Company or the effectuation by the Company of a
transaction or series of related transactions in which more than 50% of
the voting power of the Company is disposed of, or a consolidation or
merger of the Company with or into any other company or companies shall
not be treated as a Liquidation, but instead shall be subject to the
provisions of Section 5.  The Company shall mail written notice of any
such Liquidation, not less than 45 days prior to the payment date stated
therein, to each record Holder of Preferred Stock.

Section 5. Conversion.

(a)(i)  Each share of Preferred Stock (in minimum amounts of $50,000 or
such lesser amounts as the Company agrees or as may then be held by the
converting Holder) shall be convertible into shares of Common Stock
(subject to reduction pursuant to Section 5(a)(iii) hereof and Section
3.8 of the Purchase Agreement) at the Conversion Ratio (as defined in
Section 6) at the option of the Holder in whole or in part at any time
after the earlier of (i) the 90th day following the Original Issue Date
(as defined in Section 8) or (ii) the date the Underlying Shares
Registration Statement is declared effective by Securities and Exchange
Commission (the "Commission").  The Holders shall effect conversions by
surrendering the certificate or certificates representing the shares of
Preferred Stock to be converted to the Company, together with the form
of conversion notice attached hereto as Exhibit A (a "Conversion
Notice").  Each Conversion Notice shall specify the number of shares of
Preferred Stock to be converted and the date on which such conversion is
to be effected, which date may not be prior to the date the Holder
delivers such Conversion Notice by facsimile (the "Conversion Date").
If no Conversion Date is specified in a Conversion Notice, the
Conversion Date shall be the date that the Conversion Notice is deemed
delivered pursuant to Section 5(i).  Subject to Sections 5(b) and
5(a)(iii) hereof, each Conversion Notice, once given, shall be
irrevocable.  If the Holder is converting less than all shares of
Preferred Stock represented by the certificate or certificates tendered
by the Holder with the Conversion Notice, or if a conversion hereunder
cannot be effected in full for any reason, the Company shall promptly
deliver to such Holder (in the manner and within the time set forth in
Section 5(b)) a certificate for such number of shares as have not been
converted.

(ii) Any outstanding shares of Preferred Stock not theretofore converted
on the third anniversary of the Original Issue Date shall automatically
be converted into shares of Common Stock at the Conversion Price then in
effect.  Notwithstanding the foregoing, no such conversion shall occur
unless (a) the Underlying Shares that would then be issuable upon such
conversion could either  be resold by such Holder pursuant to Rule
144(k) promulgated under the Securities Act or there is then an
effective Underlying Shares Registration Statement naming the recipient
of such shares as a selling stockholder thereunder, (b) the Company has
a sufficient number of authorized and unreserved Common Stock to issue
upon such conversion.  Further, the number of shares of Preferred Stock
that are subject to conversion pursuant to this section shall be limited
to the number of Underlying Shares which may be issued upon such
conversion at the prevailing Conversion Price in accordance with Rule
4460(i) promulgated under the Rules of the Nasdaq Stock Market.  Any
shares of Preferred Stock which cannot be converted at the then
Conversion Price as a result of such Rule shall be subject to the
provisions of Section 5(a)(iii).

(iii) If on any Conversion Date (A) the Common Stock is listed for
trading on the Nasdaq National Market or the Nasdaq SmallCap Market, (B)
the Conversion Price then in effect is such that the aggregate number of
shares of Common Stock that would then be issuable upon conversion in
full of all then outstanding shares of Preferred Stock, together with
any shares of the Common Stock previously issued upon conversion of the
shares of Preferred Stock and as payment of interest thereon, would
equal or exceed 20% of the number of shares of the Common Stock
outstanding on the Original Issue Date (such number of shares as would
not equal or exceed such 20% limit, the "Issuable Maximum"), and (C) the
Company shall not have previously obtained the vote of shareholders (the
"Shareholder Approval"), if any, as may be required by the rules and
regulations of The Nasdaq Stock Market applicable to approve the
issuance of Common Stock in excess of the Issuable Maximum in a private
placement whereby shares of Common Stock are deemed to have been issued
at a price that is less than the greater of book or fair market value of
the Common Stock, then the Company shall issue to the Holder so
requesting a conversion a number of shares of Common Stock equal to the
Issuable Maximum and, with respect to the remainder of the aggregate
stated value of the shares of Preferred Stock then held by such Holder
for which a conversion in accordance with the Conversion Price would
result in an issuance of Common Stock in excess of the Issuable Maximum,
the converting Holder shall have the option to require the Company to
either (1) use its best efforts to obtain the Shareholder Approval
applicable to such issuance as soon as is possible, but in any event not
later than the 60th day after such request, or (2)(i) issue and deliver
to such Holder a number of shares of Common Stock as equals (x) the
aggregate stated value of the shares of Preferred Stock tendered for
conversion in respect of the Conversion Notice at issue but for which a
conversion in accordance with the other terms hereof would result in an
issuance of Common Stock in excess of the Issuable Maximum, divided by
(y) the Initial Conversion Price (as defined below), and (ii) cash in an
amount equal to the product of (x) the Per Share Market Value on the
Conversion Date and (y) the number of shares of Common Stock in excess
of such Holder's pro rata portion of the Issuable Maximum that would
have otherwise been issuable to the Holder in respect of such conversion
but for the provisions of this Section (such amount of cash being
hereinafter referred to as the "Discount Equivalent"), or (3) pay cash
to the converting Holder in an amount equal to the Mandatory Redemption
Amount (as defined in Section 5(b)(ii) hereunder) for the number of
Underlying Shares in or issuable upon such conversion in excess of the
Issuable Maximum.  If the Company fails to pay the Discount Equivalent
or the Mandatory Redemption Amount, as the case may be, in full pursuant
to this Section within seven (7) days after the date payable, the
Company will pay interest thereon at a rate of 15% per annum to the
converting Holder, accruing daily from the Conversion Date until such
amount, plus all such interest thereon, is paid in full.

(b) (i) Not later than three (3) Trading Days after any Conversion
Date, the Company will deliver to the Holder (i) a certificate or
certificates which shall be free of restrictive legends and trading
restrictions (other than those required by Section 3.1(b) of the
Purchase Agreement) representing the number of shares of Common Stock
being acquired upon the conversion of shares of Preferred Stock (subject
to reduction pursuant to Section 5(a)(iii) and Section 3.8 of the
Purchase Agreement), (ii) one or more certificates representing the
number of shares of Preferred Stock tendered for conversion that were
not requested to be converted (or that the Company is prohibited from
converting), (iii) a bank check in the amount of accrued and unpaid
dividends (if the Company has elected to pay accrued dividends in cash),
and (iv) if the Company has elected and is permitted hereunder to pay
accrued dividends in shares of Common Stock, certificates, which shall
be free of restrictive legends and trading restrictions (other than
those required by Section 3.1 (b) of the Purchase Agreement),
representing such number of shares of Common Stock as equals such
dividend divided by the Conversion Price on the Dividend Payment Date;
provided, however, that the Company shall not be obligated to issue
certificates evidencing the shares of Common Stock issuable upon
conversion of any shares of Preferred Stock until certificates
evidencing such shares of Preferred Stock are either delivered for
conversion to the Company or any transfer agent for the Preferred Stock
or Common Stock, or the Holder of such Preferred Stock notifies the
Company that such certificates have been lost, stolen or destroyed and
provides a bond (or other adequate security) reasonably satisfactory to
the Company to indemnify the Company from any loss incurred by it in
connection therewith.  The Company shall, upon request of the Holder, if
available, use its best efforts to deliver any certificate or
certificates required to be delivered by the Company under this Section
electronically through the Depository Trust Corporation or another
established clearing corporation performing similar functions.  If in
the case of any Conversion Notice such certificate or certificates,
including for purposes hereof, any shares of Common Stock to be issued
on the Conversion Date on account of accrued but unpaid dividends
hereunder, are not delivered to or as directed by the applicable Holder
by the third Trading Day after the Conversion Date, the Holder shall be
entitled by written notice to the Company at any time on or before its
receipt of such certificate or certificates thereafter, to rescind such
conversion, in which event the Company shall immediately return the
certificates representing the shares of Preferred Stock tendered for
conversion, (such recision shall be in addition to, and not in lieu of,
the rights set forth elsewhere herein).

(ii) If the Company fails to deliver to the Holder such certificate or
certificates pursuant to Section 5(b)(i), including for purposes hereof,
any shares of Common Stock to be issued on the Conversion Date on
account of accrued but unpaid dividends hereunder, prior to the third
Trading Day after the Conversion Date, the Company shall pay to such
Holder, in cash, as liquidated damages and not as a penalty, $5,000 for
each day after such third Trading Day until such certificates are
delivered.  Nothing herein shall limit a Holder's right to pursue actual
damages for the Company's failure to deliver certificates representing
shares of Common Stock upon conversion within the period specified
herein (including, without limitation, damages relating to any purchase
of shares of Common Stock by such Holder to make delivery on a sale
effected in anticipation of receiving certificates representing shares
of Common Stock upon conversion, such damages to be in an amount equal
to (A) the aggregate amount paid by such Holder for the shares of Common
Stock so purchased minus (B) the aggregate amount of net proceeds, if
any, received by such Holder from the sale of the shares of Common Stock
issued by the Company pursuant to such conversion), and such Holder
shall have the right to pursue all remedies available to it at law or in
equity including, without limitation, a decree of specific performance
and/or injunctive relief.  The exercise of any such rights shall not
prohibit the Holders from seeking to enforce damages pursuant to any
other Section hereof or under applicable law.

(iii) In addition to any other rights available to the Holder, if the
Company fails to deliver to the Holder such certificate or certificates
pursuant to Section 5(b)(i), including for purposes hereof, any shares
of Common Stock to be issued on the Conversion Date on account of
accrued but unpaid dividends hereunder, prior to the third Trading Day
after the Conversion Date, and if after such the third Trading Day the
Holder purchases (in an open market transaction or otherwise) shares of
Common Stock to deliver in satisfaction of a sale by such Holder of the
Underlying Shares which the Holder anticipated receiving upon such
conversion (a "Buy-In"), then the Company shall pay in cash to the
Holder (in addition to any remedies available to or elected by the
Holder) the amount by which (x) the Holder's total purchase price
(including brokerage commissions, if any) for the shares of Common Stock
so purchased exceeds (y) the aggregate stated value of the shares of
Preferred Stock for which such conversion was not timely honored.  For
example, if the Holder purchases shares of Common Stock having a total
purchase price of $11,000 to cover a Buy-In with respect to an attempted
conversion of $10,000 aggregate stated value of the shares of Preferred
Stock, the Company shall be required to pay the Holder $1,000.  The
Holder shall provide the Company written notice indicating the amounts
payable to the Holder in respect of the Buy-In.

(c) (i) The conversion price for each share of Preferred Stock (the
"Conversion Price") in effect on any Conversion Date shall be the lesser
of (a) 120% of the average of the Per Share Market Values for the five
(5) Trading Days immediately preceding the Original Issue Date (the
"Initial Conversion Price") or (b) 85% of the average of the three (3)
lowest Per Share Market Values during the twenty five (25) Trading Days
prior to the date of the applicable Conversion Notice, which Per Share
Market Values shall be chosen by the converting Holder; provided,
however, that, (a) if the Underlying Shares Registration Statement (as
defined in the Registration Rights Agreement) is not filed on or prior
to the Filing Date (as defined in the Registration Rights Agreement), or
(b) if the Company fails to file with the Commission a request for
acceleration in accordance with Rule 12d1-2 promulgated under the
Exchange Act within five (5) days of the date that the Company is
notified (orally or in writing, whichever is earlier) by the Commission
that an Underlying Shares Registration Statement will not be "reviewed,"
or not subject to further review, or (c) if the Underlying Shares
Registration Statement is not declared effective by the Commission on or
prior to the 90th day after the Original Issue Date, or (d) if such
Underlying Shares Registration Statement is filed with and declared
effective by the Commission but thereafter ceases to be effective as to
all Registrable Securities (as such term is defined in the Registration
Rights Agreement) at any time prior to the expiration of the
"Effectiveness Period" (as such term is defined in the Registration
Rights Agreement), without being succeeded within 10 Trading Days by a
subsequent Underlying Shares Registration Statement filed with and
declared effective by the Commission, or (e) if trading in the Common
Stock shall be suspended, or if the Common Stock shall be delisted, for
more than three (3) Trading Days, or (f) if the conversion rights of the
Holders are suspended for any reason, or if a Holder is not permitted to
resell Registrable Securities under an Underlying Shares Registration
Statement, or (g) if the Company is required to convene a shareholders
meeting pursuant to Section 5(a)(iii) and fails to convene a meeting of
shareholders within the time periods specified in Section 5(a)(iii) or
does so convene a meeting of shareholders within such time period but
fails to obtain Shareholder Approval at such meeting, or (h) if an
amendment to the Underlying Securities Registration Statement is not
filed by the Company with the Commission within ten (10) days of the
Commission's notifying the Company that such amendment is required in
order for the Underlying Securities Registration Statement to be
declared effective, or (j) the Company fails to comply with requests for
conversion of any Preferred Stock into shares of Common Stock in
accordance with the terms hereof (any such failure or breach being
referred to as an "Event," and for purposes of clauses (a), (c), (f) and
(g) the date on which such Event occurs, or for purposes of clause (b)
the date on which such five (5) day period is exceeded, or for purposes
of clauses (d) and (h) the date which such 10 Trading Day-period is
exceeded, or for purposes of clause (e) the date on which such three
Trading Day period is exceeded, being referred to as "Event Date"), the
Conversion Price shall be decreased by 2.5% each month (i.e., the
Conversion Price would decrease by 2.5% as of the Event Date and an
additional 2.5% as of each monthly anniversary of the Event Date) until
the earlier to occur of the second month anniversary after the Event
Date and such time as the applicable Event is cured.  Commencing the
second month anniversary after the Event Date, the Company shall pay to
each Holder 2.5% of the product of the Stated Value and the number of
shares of Preferred Stock then held by such Holder, in cash as
liquidated damages, and not as a penalty, on the first day of each
monthly anniversary of the Event Date until such time as the applicable
Event, is cured.  Any decrease in the Conversion Price pursuant to this
Section shall continue notwithstanding the fact that the Event causing
such decrease has been subsequently cured.

(ii) If the Company, at any time while any shares of Preferred Stock
are outstanding, shall (a) pay a stock dividend or otherwise make a
distribution or distributions on shares of its Junior Securities or pari
passu securities (other than with respect to the Series B Preferred
Stock or Series C Stock) payable in shares of Common Stock, (b)
subdivide outstanding shares of Common Stock into a larger number of
shares, (c) combine outstanding shares of Common Stock into a smaller
number of shares, or (d) issue by reclassification of shares of Common
Stock any shares of capital stock of the Company, the Initial Conversion
Price shall be multiplied by a fraction of which the numerator shall be
the number of shares of Common Stock outstanding before such event and
of which the denominator shall be the number of shares of Common Stock
outstanding after such event.  Any adjustment made pursuant to this
Section 5(c)(ii) shall become effective immediately after the record
date for the determination of stockholders entitled to receive such
dividend or distribution and shall become effective immediately after
the effective date in the case of a subdivision, combination or
re-classification.

(iii)  If the Company, at any time while any shares of Preferred Stock
are outstanding, shall issue rights or warrants to all holders of Common
Stock entitling them to subscribe for or purchase shares of Common Stock
at a price per share less than the Per Share Market Value of the Common
Stock at the record date mentioned below, the Initial Conversion Price
shall be multiplied by a fraction, of which the denominator shall be the
number of shares of Common Stock (excluding treasury shares, if any)
outstanding on the date of issuance of such rights or warrants plus the
number of additional shares of Common Stock offered for subscription or
purchase, and of which the numerator shall be the number of shares of
Common Stock (excluding treasury shares, if any) outstanding on the date
of issuance of such rights or warrants plus the number of shares which
the aggregate offering price of the total number of shares so offered
would purchase at such Per Share Market Value.  Such adjustment shall be
made whenever such rights or warrants are issued, and shall become
effective immediately after the record date for the determination of
stockholders entitled to receive such rights or warrants.  However, upon
the expiration of any right or warrant to purchase Common Stock the
issuance of which resulted in an adjustment in the Initial Conversion
Price pursuant to this Section 5(c)(iii), if any such right or warrant
shall expire and shall not have been exercised, the Initial Conversion
Price shall immediately upon such expiration be recomputed and effective
immediately upon such expiration be increased to the price which it
would have been (but reflecting any other adjustments in the Initial
Conversion Price made pursuant to the provisions of this Section 5 after
the issuance of such rights or warrants) had the adjustment of the
Initial Conversion Price made upon the issuance of such rights or
warrants been made on the basis of offering for subscription or purchase
only that number of shares of Common Stock actually purchased upon the
exercise of such rights or warrants actually exercised.

(iv)  If the Company, at any time while shares of Preferred Stock are
outstanding, shall distribute to all holders of Common Stock (and not to
Holders of Preferred Stock) evidences of its indebtedness or assets or
rights or warrants to subscribe for or purchase any security (excluding
those referred to in Sections 5(c)(ii) and (iii) above), then in each
such case the Conversion Price at which each share of Preferred Stock
shall thereafter be convertible shall be determined by multiplying the
Conversion Price in effect immediately prior to the record date fixed
for determination of stockholders entitled to receive such distribution
by a fraction of which the denominator shall be the Per Share Market
Value of Common Stock determined as of the record date mentioned above,
and of which the numerator shall be such Per Share Market Value of the
Common Stock on such record date less the then fair market value at such
record date of the portion of such assets or evidence of indebtedness so
distributed applicable to one outstanding share of Common Stock as
determined by the Board of Directors in good faith; provided, however,
that in the event of a distribution exceeding ten percent (10%) of the
net assets of the Company, if the Holders of a majority in interest of
the Preferred Stock dispute such valuation, such fair market value shall
be determined by a nationally recognized or major regional investment
banking firm or firm of independent certified public accountants of
recognized standing (which may be the firm that regularly examines the
financial statements of the Company) (an "Appraiser") selected in good
faith by the Holders of a majority in interest of the shares of
Preferred Stock then outstanding; and provided, further, that the
Company, after receipt of the determination by such Appraiser shall have
the right to select an additional Appraiser, in good faith, in which
case the fair market value shall be equal to the average of the
determinations by each such Appraiser.  In either case the adjustments
shall be described in a statement provided to the Holders of Preferred
Stock of the portion of assets or evidences of indebtedness so
distributed or such subscription rights applicable to one share of
Common Stock.  Such adjustment shall be made whenever any such
distribution is made and shall become effective immediately after the
record date mentioned above.

(v) All calculations under this Section 5 shall be made to the nearest
cent or the nearest 1/100th of a share, as the case may be.

(vi) Whenever the Conversion Price is adjusted pursuant to Section
5(c)(i),(ii),(iii) or (iv), the Company shall promptly mail to each
Holder of Preferred Stock, a notice setting forth the Conversion Price
after such adjustment and setting forth a brief statement of the facts
requiring such adjustment.

(vii) In case of any reclassification of the Common Stock, any
consolidation or merger of the Company with or into another person
pursuant to which (i) a majority of the Company's Board of Directors
will not constitute a majority of the board of directors of the
surviving entity or (ii) less than 50% of the outstanding shares of the
capital stock of the surviving entity will be held by the same
shareholders of the Company prior to such reclassification,
consolidation or merger (a "Change of Control Transaction"), the sale or
transfer of all or substantially all of the assets of the Company or any
compulsory share exchange pursuant to which the Common Stock is
converted into other securities, cash or property, the Holders of the
Preferred Stock then outstanding shall have the right thereafter to
convert such shares only into the shares of stock and other securities,
cash and property receivable upon or deemed to be held by holders of
Common Stock following such reclassification, consolidation, merger,
sale, transfer or share exchange, and the Holders of the Preferred Stock
shall be entitled upon such event to receive such amount of securities,
cash or property as the shares of the Common Stock of the Company into
which such shares of Preferred Stock could have been converted
immediately prior to such reclassification, consolidation, merger, sale,
transfer or share exchange would have been entitled.  The terms of any
such consolidation, merger, sale, transfer or share exchange shall
include such terms so as to continue to give to the Holder of Preferred
Stock the right to receive the securities, cash or property set forth in
this Section 5(c)(vii) upon any conversion or redemption following such
consolidation, merger, sale, transfer or share exchange.  This provision
shall similarly apply to successive reclassifications, consolidations,
mergers, sales, transfers or share exchanges.  With respect to any such
reclassification, consolidation or merger, each Holder shall have the
option to require the Company to redeem its shares of Preferred Stock at
a price per share equal to the product of (i) the average Per Share
Market Value for the five (5) Trading Days immediately preceding (1) the
effective date, the date of the closing or the date of the announcement,
as the case may be, of the reclassification, consolidation, merger,
sale, transfer or share exchange the triggering such redemption right or
(2) the date of payment in full by the Company of the redemption price
hereunder, whichever is greater, and (ii) the Conversion Ratio
calculated on the date of the closing or the effective date, as the case
may be, of the reclassification, consolidation, merger, sale, transfer
or share exchange triggering such redemption right, as the case may be.
The entire redemption price shall be paid in cash, and if any portion of
the applicable redemption price shall not be paid by the Company within
seven (7) calendar days after the date due, late fees shall accrue
thereon at the rate of 15% per annum until the redemption price plus all
such late fees are paid in full (which amount shall be paid as
liquidated damages and not as a penalty).  In addition, if any portion
of such redemption price remains unpaid for more than seven (7) calendar
days after the date due, the Holder of the Preferred Stock subject to
such redemption may elect, by written notice to the Company given within
30 days after the date due, to either (i) demand conversion in
accordance with the formula and the time frame therefor set forth in
Section 5 of all of the shares of Preferred Stock for which such
redemption price, plus accrued liquidated damages thereof, has not been
paid in full (the "Unpaid Redemption Shares"), in which event the Per
Share Market Value for such shares shall be the lower of the Per Share
Market Value calculated on the date such redemption price was originally
due and the Per Share Market Value as of the Holder's written demand for
conversion, or (ii) invalidate ab initio such redemption,
notwithstanding anything herein contained to the contrary.  If the
Holder elects option (i) above, the Company shall within three (3)
Trading Days of its receipt of such election deliver to the Holder the
shares of Common Stock issuable upon conversion of the Unpaid Redemption
Shares subject to such Holder conversion demand and otherwise perform
its obligations hereunder with respect thereto; or, if the Holder elects
option (ii) above, the Company shall promptly, and in any event not
later than three (3) Trading Days from receipt of Holder's notice of
such election, return to the Holder all of the Unpaid Redemption Shares.

(viii)  If:

A. the Company shall declare a dividend (or any other distribution) on
its Common Stock; or

B. the Company shall declare a special nonrecurring cash dividend on or
a redemption of its Common Stock; or

C. the Company shall authorize the granting to all holders of the Common
Stock rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any rights; or

D. the approval of any stockholders of the Company shall be required in
connection with any reclassification of the Common Stock of the Company,
any consolidation or merger to which the Company is a party, any sale or
transfer of all or substantially all of the assets of the Company, of
any compulsory share of exchange whereby the Common Stock is converted
into other securities, cash or property; or

E. the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company;

then the Company shall cause to be filed at each office or agency
maintained for the purpose of conversion of Preferred Stock, and shall
cause to be mailed to the Holders of Preferred Stock at their last
addresses as they shall appear upon the stock books of the Company, at
least 20 calendar days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record
is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the
date as of which the holders of Common Stock of record to be entitled to
such dividend, distributions, redemption, rights or warrants are to be
determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to
become effective or close, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their
shares of Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale,
transfer or share exchange; provided, however, that the failure to mail
such notice or any defect therein or in the mailing thereof shall not
affect the validity of the corporate action required to be specified in
such notice.  Holders are entitled to convert shares of Preferred Stock
during the 20-day period commencing the date of such notice to the
effective date of the event triggering such notice.

(ix) If the Company (i) makes a public announcement that it intends to
enter into a Change of Control Transaction or (ii) any person, group or
entity (including the Company, but excluding a Holder or any affiliate
of a Holder) publicly announces a bona fide tender offer, exchange offer
or other transaction to purchase 50% or more of the Common Stock (such
announcement being referred to herein as a "Major Announcement" and the
date on which a Major Announcement is made, the "Announcement Date"),
then, in the event that a Holder seeks to convert shares of Preferred
Stock on or following the Announcement Date, the Conversion Price shall,
effective upon the Announcement Date and continuing through the earlier
to occur of the consummation of the proposed transaction or tender
offer, exchange offer or other transaction and the Abandonment Date (as
defined below), be equal to the lower of (x) the average Per Share
Market Value on the five Trading Days immediately preceding (but not
including) the Announcement Date and (y) the Conversion Price in effect
on the Conversion Date for such Preferred Stock.  "Abandonment Date"
means with respect to any proposed transaction or tender offer, exchange
offer or other transaction for which a public announcement as
contemplated by this paragraph has been made, the date upon which the
Company (in the case of clause (i) above) or the person, group or entity
(in the case of clause (ii) above) publicly announces the termination or
abandonment of the proposed transaction or tender offer, exchange offer
or another transaction which caused this paragraph to become operative.

(d) The Company covenants that it will at all times reserve and keep
available out of its authorized and unissued Common Stock solely for the
purpose of issuance upon conversion of Preferred Stock and payment of
dividends on Preferred Stock, each as herein provided, free from
preemptive rights or any other actual contingent purchase rights of
persons other than the Holders of Preferred Stock, not less than such
number of shares of Common Stock as shall (subject to any additional
requirements of the Company as to reservation of such shares set forth
in the Purchase Agreement) be issuable (taking into account the
adjustments and restrictions of Section 5(a) and Section 5(c)) upon the
conversion of all outstanding shares of Preferred Stock and payment of
dividends hereunder.  The Company covenants that all shares of Common
Stock that shall be so issuable shall, upon issue, be duly and validly
authorized, issued and fully paid, nonassessable and freely tradeable,
subject to the legend requirements of Section 3.1 (b) of the Purchase
Agreement.

(e) Upon a conversion hereunder the Company shall not be required to
issue stock certificates representing fractions of shares of Common
Stock, but may if otherwise permitted, make a cash payment in respect of
any final fraction of a share based on the Per Share Market Value at
such time.  If the Company elects not, or is unable, to make such a cash
payment, the Holder of a share of Preferred Stock shall be entitled to
receive, in lieu of the final fraction of a share, one whole share of
Common Stock.

(f) The issuance of certificates for shares of Common Stock on
conversion of Preferred Stock shall be made without charge to the
Holders thereof for any documentary stamp or similar taxes that may be
payable in respect of the issue or delivery of such certificate,
provided that the Company shall not be required to pay any tax that may
be payable in respect of any transfer involved in the issuance and
delivery of any such certificate upon conversion in a name other than
that of the Holder of such shares of Preferred Stock so converted and
the Company shall not be required to issue or deliver such certificates
unless or until the person or persons requesting the issuance thereof
shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been
paid.

(g) Shares of Preferred Stock converted into Common Stock shall be
canceled and shall have the status of authorized but unissued shares of
undesignated stock.

(h) Any and all notices or other communications or deliveries to be
provided by the Holders of the Preferred Stock hereunder, including,
without limitation, any Conversion Notice, shall be in writing and
delivered personally, by facsimile or sent by a nationally recognized
overnight courier service, addressed to the attention of the Chief
Executive Officer of the Company at the facsimile telephone number or
address of the principal place of business of the Company as set forth
in the Purchase Agreement.  Any and all notices or other communications
or deliveries to be provided by the Company hereunder shall be in
writing and delivered personally, by facsimile or sent by a nationally
recognized overnight courier service, addressed to each Holder of
Preferred Stock at the facsimile telephone number or address of such
Holder appearing on the books of the Company, or if no such facsimile
telephone number or address appears, at the principal place of business
of the Holder.  Any notice or other communication or deliveries
hereunder shall be deemed given and effective on the earliest of (i) the
date of transmission, if such notice or communication is delivered via
facsimile at the facsimile telephone number specified in this Section
prior to 8:00 p.m. (Eastern Standard Time), (ii) the date after the date
of transmission, if such notice or communication is delivered via
facsimile at the facsimile telephone number specified in this Section
later than 8:00 p.m. (Eastern Standard Time) on any date and earlier
than 11:59 p.m. (Eastern Standard Time) on such date, (iii) upon
receipt, if sent by a nationally recognized overnight courier service,
or (iv) upon actual receipt by the party to whom such notice is required
to be given.

 Section 6. Redemption Upon Certain Events.  Upon the occurrence of a
Triggering Event (as defined below), each Holder shall (in addition to
all other rights it may have hereunder or under applicable law), have
the right, exercisable at the sole option of such Holder, to require the
Company to redeem all or a portion of the Preferred Stock then held by
such Holder for a redemption price, in cash, equal to the sum of (i) the
Mandatory Redemption Amount (as defined in Section 8) plus (ii) the
product of (A) the number of Underlying Shares issued in respect of
conversions or as payment of dividends hereunder and then held by the
Holder and (B) the Per Share Market Value on the date such redemption is
demanded or the date the redemption price hereunder is paid in full,
whichever is greater.  For purposes of this Section, a share of
Preferred Stock is outstanding until such date as the Holder shall have
received Underlying Shares upon a conversion (or attempted conversion)
thereof.

A "Triggering Event" means any one or more of the following events
(whatever the reason and whether it shall be voluntary or involuntary or
effected by operation of law or pursuant to any judgement, decree or
order of any court, or any order, rule or regulation of any
administrative or governmental body):

(i) the failure of the Registration Statement to be declared effective
by the Commission on or prior to the 180th day after the Original Issue
Date;

(ii) if, during the "Effectiveness Period" (as defined in Registration
Rights Agreement), the effectiveness of the Registration Statement
lapses for any reason or the Holder shall not be permitted to resell
Registrable Securities (as defined in the Registration Rights Agreement)
under the Underlying Shares Registration Statement;

(iii) the failure of the Common Stock to be listed on the Nasdaq
National Market or the Nasdaq SmallCap Market for a period of 15 days
(which need not be consecutive days);

(iv) the Company shall fail for any reason to deliver certificates
representing Underlying Shares issuable upon a conversion hereunder that
comply with the provisions hereof prior to the 10th day after the
Conversion Date or the Company shall provide notice to any Holder,
including by way of public announcement, at any time, of its intention
not to comply with requests for conversion of any Preferred Stock in
accordance with the terms hereof;

(v) the Company shall be a party to any merger or consolidation pursuant
to which the Company shall not be the surviving entity or shall sell,
transfer or otherwise dispose of in excess of 50% of its assets or
voting securities in one or more transactions, or shall redeem more than
a de minimis number of shares of Common Stock or other Junior Securities
(other than redemptions of Underlying Shares);

(vi) an Event shall not have been cured to the satisfaction of the
Holder prior to the expiration of thirty (30) days from the Event Date
relating thereto;

(vii)  the Company shall fail for any reason to deliver the certificate
or certificates required pursuant to a Buy-In and Section 5(b)(iii)
within seven (7) days after notice is deemed delivered hereunder;

(viii)  the Company shall fail to have available a sufficient number of
authorized and unreserved shares of Common Stock to issue to such Holder
upon a conversion hereunder.

Section 7. Redemption at Option of Company.

(a) The Company shall have the right, exercisable at any time upon 20
Trading Days notice (an "Optional Redemption Notice") to the Holders of
the Preferred Stock given at any time after the Original Issue Date to
redeem all or any portion of the shares of Preferred Stock which have
not previously been converted or redeemed, at a price equal to the
Optional Redemption Price (as defined below).  The entire Optional
Redemption Price shall be paid in cash.  Holders of Preferred Stock may
convert (and the Company shall honor such conversions in accordance with
the terms hereof) any shares of Preferred Stock, including shares
subject to an Optional Redemption Notice, during the period from the
date thereof through the 20th Trading Day after the receipt of an
Optional Redemption Notice.

(b) If any portion of the Optional Redemption Price shall not be paid by
the Company within seven (7) calendar days after the 20th Trading Day
after the delivery of an Optional Redemption Notice, interest shall
accrue thereon at the rate of 15% per annum until the Optional
Redemption Price plus all such interest is paid in full (any such amount
shall be paid as liquidated damages and not as a penalty).  In addition,
if any portion of the Optional Redemption Price remains unpaid for more
than seven (7) calendar days after the date due, the Holder of the
Preferred Stock subject to such redemption may elect, by written notice
to the Company given at any time thereafter, to either (i) demand
conversion in accordance with the formula and the time frame therefor
set forth herein of all or any portion of the shares of Preferred Stock
for which such Optional Redemption Price, plus accrued liquidated
damages thereof, has not been paid in full (the "Unpaid Redemption
Shares"), in which event the Per Share Market Value for such shares
shall be the lower of the Per Share Market Value calculated on the date
the Optional Redemption Price was originally due and the Per Share
Market Value as of the Holder's written demand for conversion, or
(ii) invalidate ab initio such redemption, notwithstanding anything
herein contained to the contrary.  If the Holder elects option
(i) above, the Company shall within three (3) Trading Days of its
receipt of such election deliver to the Holder the shares of Common
Stock issuable upon conversion of the Unpaid Redemption Shares subject
to such Holder conversion demand and otherwise perform its obligations
hereunder with respect thereto; or, if the Holder elects option
(ii) above, the Company shall promptly, and in any event not later than
three (3) Trading Days from receipt of Holder's notice of such election,
return to the Holder all of the Unpaid Redemption Shares.

(c) The "Optional Redemption Price" shall equal the sum of (i) the
product of (A) the number of shares of Preferred Stock to be redeemed
and (B) the product of (1) the average Per Share Market Value for the
five (5) Trading Days immediately preceding (x) the date of the Optional
Redemption Notice or (y) the date of payment in full by the Company of
the Optional Redemption Price, whichever is greater, and (2) the
Conversion Ratio calculated on the date of the Optional Redemption
Notice, and (ii) all other amounts, costs, expenses and liquidated
damages due in respect of such shares of Preferred Stock.

Section 8. Definitions.  For the purposes hereof, the following terms
shall have the following meanings:

"Common Stock" means the Company's common stock, $.0001 par value, and
stock of any other class into which such shares may hereafter have been
reclassified or changed.

"Conversion Ratio" means, at any time, a fraction, of which the
numerator is Stated Value plus accrued but unpaid dividends (including
any accrued but unpaid late fees thereon) but only to the extent not
paid in shares of Common Stock in accordance with the terms hereof, and
of which the denominator is the Conversion Price at such time.

"Junior Securities" means the Common Stock and all other equity
securities of the Company, other than the Series B Stock and Series C
Stock, provided they are issued to the Holders of the Preferred Stock.

"Mandatory Redemption Amount" means the sum of (i) the product of (A)
the number of shares of Preferred Stock to be redeemed and (B) the
product of (1) the average Per Share Market Value for the five (5)
Trading Days immediately preceding (x) the date of the Triggering Event
or (y) the date of payment in full by the Company of the applicable
redemption price, whichever is greater, and (2) the Conversion Ratio
calculated on the date of the Triggering Event, and (ii) all other
amounts, costs, expenses and liquidated damages due in respect of such
shares of Preferred Stock.

"Original Issue Date" shall mean the date of the first issuance of any
shares of the Preferred Stock regardless of the number of transfers of
any particular shares of Preferred Stock and regardless of the number of
certificates which may be issued to evidence such Preferred Stock.

"Per Share Market Value" means on any particular date (a) the closing
bid price per share of the Common Stock on such date on the NASDAQ or
any other stock exchange or quotation system on which the Common Stock
is then listed or if there is no such price on such date, then the
closing bid price on such exchange or quotation system on the date
nearest preceding such date, or (b) if the Common Stock is not listed
then on the NASDAQ or any stock exchange or quotation system, the
closing bid price for a share of Common Stock in the over-the-counter
market, as reported by the National Quotation Bureau Incorporated or
similar organization or agency succeeding to its functions of reporting
prices) at the close of business on such date, or (c) if the Common
Stock is not then reported by the National Quotation Bureau Incorporated
(or similar organization or agency succeeding to its functions of
reporting prices), then the average of the "Pink Sheet" quotes for the
relevant conversion period, as determined in good faith by the Holder,
or (d) if the Common Stock is not then publicly traded the fair market
value of a share of Common Stock as determined by an Appraiser selected
in good faith by the Holders of a majority in interest of the shares of
the Preferred Stock; provided, however, that the Company, after receipt
of the determination by such Appraiser, shall have the right to select
an additional Appraiser, in which case, the fair market value shall be
equal to the average of the determinations by each such Appraiser; and
provided, further that all determinations of the Per Share Market Value
shall be appropriately adjusted for any stock dividends, stock splits or
other similar transactions during such period.

"Person" means a corporation, an association, a partnership,
organization, a business, an individual, a government or political
subdivision thereof or a governmental agency.

"Purchase Agreement" means the Convertible Preferred Stock Purchase
Agreement, dated as of the Original Issue Date, among the Company and
the original Holder of the Preferred Stock.

"Registration Rights Agreement" means the Registration Rights Agreement,
dated as of the Original Issue Date, by and among the Company and the
original Holder of the Preferred Stock.

"Trading Day" means (a) a day on which the Common Stock is traded on the
NASDAQ or other stock exchange or market on which the Common Stock has
been listed, or (b) if the Common Stock is not listed on the NASDAQ or
on such other stock exchange or market, a day on which the Common Stock
is traded, on the Nasdaq SmallCap Market, or (c) if the Common Stock is
not listed on the Nasdaq SmallCap Market or any stock exchange or
market, a day on which the Common Stock is traded in the
over-the-counter market, as reported by the OTC Bulletin Board, or (c)
if the Common Stock is not quoted on the OTC Bulletin Board, a day on
which the Common Stock is quoted in the over-the-counter market as
reported by the National Quotation Bureau Incorporated (or any similar
organization or agency succeeding its functions of reporting prices);
provided, however, that in the event that the Common Stock is not listed
or quoted as set forth in (a), (b) and (c) hereof, then Trading Day
shall mean any day except Saturday, Sunday and any day which shall be a
legal holiday or a day on which banking institutions in the State of New
York are authorized or required by law or other government action to
close.

"Underlying Shares" means shares of Common Stock into which the
Preferred Stock are convertible, the shares of Common Stock issuable
upon payment of dividends thereon and the shares of Common Stock
issuable upon exercise of the Warrant in accordance with the terms
hereof, the Purchase Agreement and the Warrant.

"Warrant" means the common stock purchase warrant issued to the original
Holder pursuant to the Purchase Agreement.


<PAGE>
EXHIBIT A
NOTICE OF CONVERSION

(To be Executed by the Registered Holder
in order to Convert shares of Preferred Stock)

The undersigned hereby elects to convert the number of shares of
Series A Convertible Preferred Stock indicated below, into shares
of Common Stock, $.0001 par value (the "Common Stock"), of USCI,
INC. (the "Company") according to the conditions hereof, as of the
date written below.  If shares are to be issued in the name of a
person other than undersigned, the undersigned will pay all
transfer taxes payable with respect thereto and is delivering
herewith such certificates and opinions as reasonably requested by
the Company in accordance therewith.  No fee will be charged to
the Holder for any conversion, except for such transfer taxes, if
any.

Conversion calculations:
Date to Effect Conversion


Number of shares of Preferred Stock to be Converted


Number of shares of Common Stock to be Issued


Applicable Conversion Price


Signature

Name


Address

IN WITNESS WHEREOF, the corporation has caused this certificate to
be executed under its corporate seal this 23rd day of March, 1998.

USCI, Inc.

By: /s/ Robert J. Kostrinsky
Robert J. Kostrinsky,
Executive Vice President

ATTEST:

/s/ Basil H. Ford, Secretary
Basil H. Ford, Secretary