EXHIBIT 10.6 THIS NOTE, THE WARRANTS ISSUABLE HEREUNDER AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE AND EXERCISE OF THE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR...

                                                EXHIBIT 10.6
THIS NOTE, THE WARRANTS ISSUABLE HEREUNDER AND THE COMMON STOCK ISSUABLE UPON 
CONVERSION OF THIS NOTE AND EXERCISE OF THE WARRANTS HAVE NOT BEEN REGISTERED 
UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, 
OR OTHERWISE TRANSFERRED, DISPOSED OF OR OFFERED FOR SALE, IN WHOLE OR IN 
PART, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THAT ACT 
COVERING THIS NOTE AND/OR SUCH COMMON STOCK, OR AN OPINION OF COUNSEL 
REASONABLY SATISFACTORY TO USCI, INC., THAT AN EXEMPTION FROM REGISTRATION IS 
AVAILABLE.
Principal Sum: $1,000,000
Holder: Xxxxxxx Xxxxxxxxx
	CONVERTIBLE RESTATED NOTE 
	(the "Note")
	USCI, INC.
USCI, INC., a Delaware  corporation (hereinafter called the "Company"), hereby 
promises to pay the Principal Sum to the order of Holder on or before August 
1, 1998. This Note shall accrue interest until maturity at the rate of 8% per 
annum, payable at maturity. The Note shall accrue interest after maturity, 
payable on demand, at the rate of  15% per annum. Interest shall be computed 
on the basis of a 360-day year. All payments and prepayments hereunder shall 
be applied first to accrued interest and then to principal.
1. This Note is one of the "Restated Notes" being issued under a Private 
Placement Purchase Agreement between the Company and the Holder (the 
"Purchase Agreement") in replacement of the Prior Notes referred to in the 
Purchase Agreement. The term "Registration Statement" shall have the 
meaning attributed thereto in the Purchase Agreement, and the term 
"Effective Date" means the date on which the Registration Statement shall 
be declared to be effective. 
2. Issuance of Warrants.
(a)  For each month (or portion thereof) from and after November 1, 
1997 until the principal of this Note and all accrued interest 
thereon is paid in full, the Company shall on the written demand 
of Holder issue to Holder warrants in the form of Exhibit 1 (the 
"Warrants" ) to purchase a number of shares of common stock of the 
Company equal to 100,000 for each $1,000,000 of the initial 
principal amount hereof (whether or not any partial prepayments 
have been made against such initial principal amount), with 
appropriate pro ration for initial principal amounts of less than 
$1,000,000. Holder may make one or more demands as aforesaid at 
any time or times until the 60th day after the later to occur of 
the Effective Date or the payment in full of the principal and 
accrued interest of this Note.



(b) For example, if the initial principal amount of this Note is 
$1,000,000, then notwithstanding that a $400,000 partial 
prepayment is made by the Company on March 1, 1998, the Company 
shall on Holder's demand made on or after March 1, 1998 issue to 
Holder 500,000 Warrants. By way of further example, if any portion 
of this Note thereafter remains outstanding on April 1, 1998, the 
Company shall on demand of Holder made on or after such date issue 
to Holder 100,000 additional Warrants.
3. Increase in Interest Rate.
(a) If the Effective Date has not occurred  by June 30, 1998, then, in 
addition to the Holder's other remedies the interest rate under 
the Note shall be increased to 18% per annum (or, if less, the 
highest rate permitted by law)  until the Effective Date. 
(b) If the Effective Date has not occurred by September 30, 1998, 
then, in addition to the Holder's other remedies, the interest 
rate under the Note shall be further increased to 24% per annum 
(or, if less, the highest rate permitted by law)  until the 
Effective Date.
4. Conversion Rights.
(a) In the event that the principal and all accrued interest on this 
Note have not been paid in full by the close of business on August 
1, 1998, then until such principal and all accrued interest are 
thereafter paid in full, the principal and accrued interest on 
this Note shall be convertible by Subscriber from time to time, in 
whole or  in part,  into shares of common stock of the Company 
("Common Stock") at the lesser (the "Conversion Price") of $5 per 
share  (the "Cap") or 80% of the average closing sales price of 
the Common Stock during the last five trading days prior to 
conversion. If on any such date there are no sales prices, the 
closing bid price for such date shall be used instead. Holder's 
conversion rights are in addition to, and not in limitation of, 
Xxxxxx's other rights and remedies to enforce its rights under 
this Note. After maturity, the Company shall give to the Holder 
not less than 30 days' and not more than 45 days' prior written 
notice before the Company may repay this Note without Xxxxxx's 
prior written consent or demand. In addition, without Xxxxxx's 
prior written consent, the Company may not repay this Note after 
maturity prior to the Effective Date.
(b) In the event that the Holder elects to exercise its conversion 
rights hereunder, such conversion shall be effective when Holder 
shall give to the Company written notice of such election (which 
may be effected by facsimile). The Company shall, within two 
business days after receipt by the Company of notice of conversion 
and the Note being converted, DWAC to Holder (or, at Holder's 
option, deliver to Holder certificates for) the shares of Common 
Stock issuable on such conversion.



(c) The Note shall be convertible at any time only to the extent that 
Holder would not as a result of such conversion (and after taking 
into account any and all other Common Stock then beneficially 
owned by Holder, whether pursuant to the Warrants or otherwise) 
beneficially own more than 4.99% of the then outstanding Common 
Stock. Beneficial ownership shall be defined in accordance with 
Rule 13d-3 under the Securities Exchange Act of 1934. The opinion 
of counsel to Xxxxxx shall prevail in the event of any dispute on 
the calculation of Xxxxxx's beneficial ownership.
(d) If any capital reorganization or reclassification of the common 
stock, or consolidation, or merger of the Company with or into 
another corporation, or the sale or conveyance of all or 
substantially all of its assets to another corporation shall be 
effected, then, as a condition precedent of such reorganization or 
sale, the Cap shall be appropriately adjusted and the following 
additional provision shall be made: The Holder of the Note shall 
from and after the date of such reorganization or sale have the 
right to receive (in lieu of the shares of common stock of the 
Company immediately theretofore receivable with respect to the 
Note, upon the exercise of conversion rights), such shares of 
stock, securities or assets as would have been issued or payable 
with respect to or in exchange for the number of outstanding 
shares of such common stock immediately theretofore receivable 
with respect to the Note (assuming the Note were then 
convertible).  In any such case, appropriate provision shall be 
made with respect to the rights and interests of the Holder to the 
end that such conversion rights (including, without limitation, 
provisions for appropriate adjustments) shall thereafter be 
applicable, as nearly as may be practicable in relation to any 
shares of stock, securities or assets thereafter deliverable upon 
the exercise thereof.
(e) The Company shall take whatever action is required by NASDAQ 
("NASDAQ Action") to approve the issuance of shares on conversion 
of the Notes and exercise of the Warrants issued to the 
Subscribers (each such term as defined in the Purchase Agreement). 
The Company represents and warrants, and Holder acknowledges, that 
without taking any NASDAQ Action, the maximum number of shares 
which will be issued on conversion of the Notes and exercise of 
the Warrants is 2,000,000, issuable on a first converted-first 
exercised basis. Should NASDAQ Action not be completed by May 31, 
1998, then until such NASDAQ Action is completed, the Company 
shall on demand by Holder made at any time or times redeem any 
portion of the Note which Holder proposes to convert but may not 
then convert because NASDAQ Action has not been completed. The 
redemption price shall be equal to 125% of the principal and/or 
interest proposed to be converted. The redemption price shall be 
payable within five business days after demand for redemption is 
made, and shall accrue interest payable in demand at 11% per 
annum.



5. The Company covenants and agrees that all shares of Common Stock which 
may be issued upon conversion of this Note  will, upon issuance, be duly 
and validly issued, fully paid and non-assessable and no personal liability 
will attach to the holder thereof. The Company shall at all times reserve 
sufficient shares for issuance on conversion and exercise of the Notes and 
the Warrants (as defined in the Purchase Agreement). The Company shall use 
its best efforts promptly to list on NASDAQ all shares of Common Stock 
which are issued upon conversion of this Note. 
6. Purchase for Investment.  The Holder, by acceptance hereof, acknowledges 
that the Note, the Warrants  (and the Common Stock into which the Note is 
convertible and into which the Warrants are exercisable) have not been 
registered under the Act, covenants and agrees with the Company that such 
Holder is taking and holding such securities for investment purposes and 
not with a view to, or for sale in connection with, a distribution thereof 
and that such securities may not be assigned, hypothecated or otherwise 
disposed of in the absence of an effective registration statement under the 
Act or an opinion of counsel for the Holder, which counsel shall be 
reasonably satisfactory to the Company, to the effect that such disposition 
is in compliance with the Act, and represents and warrants that such Holder 
is an "accredited investor" that such Holder has, or with its 
representative has, such knowledge and experience in financial and business 
matters to be capable of evaluating the merits and risks in respect of such 
securities and is able to bear the economic risk of such investment.
7. Certain Payments. In the event the Company fails to give irrevocable 
instructions to its transfer agent to DWAC or deliver certificates for 
securities as required under this Note within two days after conversion , 
or if the Company fails timely to make a redemption payment as required 
hereunder, then, without limiting Holder's other rights and remedies 
(including, without limitation, rights and remedies available to Holder 
upon an event of default), the Company shall forthwith pay to the Holder an 
amount accruing at the rate of $500 per day for each day of such breach for 
each $100,000 principal amount of this Note, with pro rata payments for 
principal amounts of  less than $100,000.
8. Events of Default and Acceleration of the Note.
(a) An "event of default" with respect to this Note shall exist if any 
of the following shall occur, if:
(i) The Company shall breach or fail to comply with any 
provision of this Note and such breach or failure shall 
continue for 15 days after written notice by any Holder of 
any Note to the Company.
(ii) A receiver, liquidator or trustee of the Company or of a 
substantial part of its properties shall be appointed by 
court order and such order shall remain in effect for more 
than  15 days; or the Company shall be adjudicated bankrupt 
or insolvent; or a substantial part of the property of the 
Company shall be sequestered by court order and such order 
shall remain in effect for more than 15 days; or a petition 
to reorganize the Company under any bankruptcy, 
reorganization or insolvency law shall be filed against the 
Company and shall not be dismissed within 45 days after such 
filing.



(iii) The Company shall file a petition in voluntary bankruptcy or 
request reorganization under any provision of any 
bankruptcy, reorganization or insolvency law, or shall 
consent to the filing of any petition against it under any 
such law.
(iv) The Company shall make an assignment for the benefit of its 
creditors, or admit in writing its inability to pay its 
debts generally as they become due, or consent to the 
appointment of a receiver, trustee or liquidator of the 
Company, or of all or any substantial part of its 
properties.
(b) If an event of default shall occur, the Holder may, in addition to 
such Xxxxxx's other remedies, by written notice to the Company, 
declare the principal amount of this Note, together with all 
interest accrued thereon, to be due and payable immediately.  Upon 
any such declaration, such amount shall become immediately due and 
payable and the Holder shall have all such rights and remedies 
provided for under the terms of this Note and the  Purchase 
Agreement. 
Miscellaneous. All notices, demands and other communications required or 
permitted to be given hereunder shall be in writing and shall be given (and 
shall be deemed to have been duly given upon receipt) by delivery in person, 
by telegram, by facsimile, recognized overnight mail carrier, telex or other 
standard form of telecommunications, or by registered or certified mail, 
postage prepaid, return receipt requested, addressed as follows: (a) if to the 
Holder, to such address as such Holder shall furnish to the Company in 
accordance with this Section, or (b) if to the Company, to it at its 
headquarters office, or to such other address as the Company shall furnish to 
the Holder in accordance with this Section. This Note shall be governed and 
construed in accordance with the laws of the State of  New York  applicable to 
agreements made and to be performed entirely within such state. The federal 
and state courts sitting in the City of New York shall have exclusive 
jurisdiction over all matters relating to this Agreement. Trial by jury is 
expressly waived. 
Service of process may be effected in the manner provided for notices 
hereunder, and such service in such manner shall be deemed the equivalent of 
personal service.
The Company waives protest, notice of protest, presentment, dishonor, notice 
of dishonor and demand. If any provision of this Note shall for any reason be 
held to be invalid or unenforceable, such invalidity or unenforceability shall 
not affect any other provision hereof, but this Note shall be construed as if 
such invalid or unenforceable provision had never been contained herein.
The waiver of any event of default or the failure of the Holder to exercise 
any right or remedy to which it may be entitled shall not be deemed a waiver 
of any subsequent event of default or of the Holder's right to exercise that 
or any other right or remedy to which the Holder is entitled.
The Holder of this Note shall be entitled to recover its reasonable legal and 
other costs of collecting on this Note, and such costs shall be deemed added 
to the principal amount of this Note.



In addition to all other remedies to which the Holder may be entitled 
hereunder, Xxxxxx shall also be entitled to decrees of specific performance 
without posting bond or other security.
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed on 
the date set forth below
Dated: February 24, 1998
USCI, INC.
By: [authorized officer]