Common Stock Purchase Warrant

Common Stock Purchase Warrant

by Usci
January 13th, 1998

                                                           EXHIBIT 10.12

          WARRANT TO PURCHASE 600,000 SHARES OF COMMON STOCK

THE WARRANT REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER UNITED STATES
FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY
SUCH WARRANT BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT REGISTRATION
OF SUCH WARRANT UNDER ALL APPLICABLE UNITED STATES FEDERAL AND STATE
SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH
COMPLIANCE, AT THE OPTION OF THE COMPANY, TO BE EVIDENCED BY AN OPINION OF THE
HOLDER'S COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT NO
VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED
TRANSFER OR ASSIGNMENT.

                                         USCI, INC.

                                                       DATE: October 30, 1997

                                COMMON STOCK PURCHASE WARRANT

       THIS CERTIFIES that, for value received, PAINEWEBBER INCORPORATED (the
"Warrantholder"), or its registered assigns, is entitled to purchase from
USCI, INC. a Delaware corporation (the "Company"), upon the terms and
conditions set forth herein, at any time or from time to time during the
Exercise Period (as defined below), the Shares (as defined below) at the
Purchase Price (as defined below).  As used herein the term "this Warrant"
shall mean the warrants represented by this certificate and shall mean and
include this Warrant and any Warrants hereafter issued as a consequence of the
exercise or transfer of this Warrant in whole or in part.

       1.     Purchase of Shares.  Subject to the terms and conditions
hereinafter set forth, the Warrantholder is entitled, upon surrender of this
Warrant to the Company, to purchase from the Company, if and to the extent
permitted by law, 600,000 shares of the Common Stock, par value $.0001 per
share, of the Company (the "Shares") for the purchase price specified in
Section 2 below.

       2.     Purchase Price.  The purchase price shall be $6.00 per Share
during the Exercise Period as defined below (the "Purchase Price") and shall
be subject to adjustment as set forth in Section 8 below.  The Warrantholder
may pay the Purchase Price by wire transfer, or certified or bank check
payable to the order of the Company.

       3.     Exercise Period.  This Warrant shall be exercisable during the
period commencing October 30, 1997 and ending on the close of business on
October 30, 2002 ("Exercise Period").

       4.     Method of Exercise.  While this Warrant remains outstanding and
exercisable in accordance with Section 3 above, the Warrantholder may exercise
at any time and from time to time, in whole or in part, the purchase rights
evidenced hereby.  Such exercise shall be effected by:

                             (i)    the surrender of this Warrant, together
with a duly executed Exercise Notice in the form attached hereto as Exhibit
A (the "Exercise Notice") to the Company; and

                             (ii)   the payment to the Company of an amount
equal to the aggregate purchase price for the Shares being purchased as set
forth in Section 2 above.


       5.     Certificates for Shares.  Upon each exercise of the purchase
rights evidenced by this Warrant, the Warrantholder shall be deemed to be the
holder of record of the Shares being purchased upon such exercise,
notwithstanding that the transfer books of the Company shall then be closed
or certificates representing such Shares shall not then have been actually
delivered to the Warrantholder.  One or more certificates for the Shares so
purchased shall be issued as soon as practicable thereafter, and in any event
within thirty (30) days of the delivery of the Exercise Notice and payment of
the aggregate purchase price for the Shares being purchased.  In the event
that this Warrant is exercised in part, concurrently with the delivery to the
Warrantholder of the certificates for any Shares purchased, the Company will
deliver to the Warrantholder a new Warrant representing the right to purchase
the number of Shares for which this Warrant has not been exercised.

       6.     Reservation of Shares.  The Company covenants that it will at all
times keep available such number of authorized shares of its Common Stock,
free from all preemptive rights with respect thereto, as will be sufficient
to permit the exercise of this Warrant for the full number of Shares specified
herein.  The Company further covenants that such Shares, when issued pursuant
to the exercise of this Warrant, will be duly and validly issued, fully paid
and non-assessable and free from all taxes, liens and charges with respect to
the issuance thereof.

       7.     Rights of Warrantholder.  Prior to exercise of this Warrant, the
Warrant shall not entitle the Warrantholder to any rights of a shareholder
with respect to the Shares, including (without limitation) the right to vote
such Shares, receive preemptive rights or be notified of shareholder meetings,
nor shall the Warrant entitle such Warrantholder to any notice or other
communication concerning the business or affairs of the Company, except as
otherwise explicitly set forth below.

       8.     Adjustments.  The number of shares of Common Stock purchasable
upon exercise of this Warrant and the Purchase Price shall be subject to
adjustment from time to time as follows:

              8.1.    Subdivisions, Combinations and Other Issuances.  If the
Company shall at any time prior to the expiration of this Warrant subdivide
its Common Stock, by stock split or otherwise, combine its Common Stock or
issue additional shares of its Common Stock as a dividend with respect to any
shares of its Common Stock, the number of Shares purchasable upon exercise of
this Warrant shall forthwith be proportionately increased in the case of a
subdivision or stock dividend and proportionately decreased in case of a
combination.  Appropriate adjustments shall also be made to the Purchase
Price, but the aggregate Purchase Price payable for the total number of Shares
purchasable under this Warrant (as adjusted) shall remain the same.  Any
adjustment under this Section 8.1 shall become effective at the close of
business on the date the subdivision or combination becomes effective or as
of the record date of such dividend, or in the event that no record date is
fixed, upon the making of such dividend.

              8.2.    Acquisition, Reclassification or Reorganization.  In the
event of any reclassification, capital reorganization or other change in the
Common Stock of the Company or in the event of any sale of all or
substantially all of the Company's assets or any merger, consolidation or
restructuring to which the Company is a party in which the Company's
stockholders before the transaction or series of transactions hold less than
50% of the voting power of the surviving entity immediately after the
transaction or series of transactions (other than as a result of a
subdivision, combination or stock dividend provided for in Section 8.1 above),
lawful provision shall be made, and duly executed documents evidencing the
same shall be made and shall be delivered to the Warrantholder in substitution
for the Warrantholder's rights under this Warrant, so that the Warrantholder


shall have the right at any time and from time to time prior to the expiration
of this Warrant to purchase at a total price equal to that payable upon
exercise of this Warrant immediately prior to such event, the kind and amount
of shares of stock or other securities or property receivable in connection
with such reclassification, reorganization or change by a holder of the same
number of shares of Common Stock as were purchasable by the Warrantholder
immediately prior to such reclassification, reorganization or change.  In any
such case appropriate provisions shall be made with respect to the rights and
interest of the Warrantholder so that the provisions hereof shall thereafter
be applicable with respect to any shares of stock or other securities or
property deliverable upon exercise hereof, and appropriate adjustments shall
be made to the Purchase Price per Share payable hereunder, provided the
aggregate Purchase Price shall remain the same.

              8.3.    Notice of Adjustment.  Upon any adjustment of the number
of Shares purchasable upon exercise of this Warrant or the Purchase Price
pursuant to this Section 8, the Company within thirty (30) days thereafter
shall cause to be prepared a certificate of the Chief Financial or Accounting
Officer of the Company setting forth the number of Shares purchasable upon
exercise of this Warrant and the Purchase Price after such adjustment and
setting forth in reasonable detail the method of calculation used and cause
a copy of such certificate to be mailed to the Warrantholder.

       9.     Fractional Shares.  No fractional share of Common Stock will be
issued with any exercise hereof, but in lieu of a fractional share upon
exercise hereof, the Warrantholder may purchase a whole share at the then
effective Purchase Price.
       
       10.    Registration of Shares.      

              10.1.   The Company shall advise the Warrantholder by written
notice at least four weeks prior to the filing of any registration statement
under the Securities Act of 1933, as amended, (the "Act") covering any
securities of the Company for its own account or for the account of others,
except for any registration statement filed on Form S-4 or Form S-8 or any
comparable or substantially equivalent form.  Subject to the provisions of
Subsection 10.2 below, the Company will, upon the written request of the
Warrantholder received by the Company within 14 days after receipt of the
Company's notice, include in any such registration statement such information
as may be required to permit a public offering of the Common Stock purchasable
or purchased upon exercise of this Warrant ("Registrable Securities").  In
addition, upon the written request of the Warrantholder, the Company as
expeditiously as is reasonable possible shall register (as defined below) the
Registrable Securities.  For purposes of the immediately preceding sentence,
"register" shall mean a registration effected by preparing and filing a
registration statement or similar document in compliance with the Act, and the
declaration or ordering of effectiveness of such registration statement or
document.  The Company shall supply prospectuses and such other documents as
the Warrantholder may reasonably request in order to facilitate the public
sale or other disposition of the Registrable Securities and do any and all
other acts and things which may be reasonably necessary to enable the
Warrantholder to consummate the public sale or other disposition of the
Registrable Securities.  All costs and expenses of such Registration Statement
shall be borne by the Company, except that the Warrantholder shall bear the
fees of its own counsel and any underwriting discounts or commissions
applicable to any of the securities sold by it.
       
              10.2.   If the registration for which the Company gives notice is
for an offering involving an underwriting, the Company shall so advise the
Warrantholder at the time he receives notice of the Company's filing of the
registration statement.  In such event, the managing underwriter selected for
such underwriting shall have sole and nonreviewable discretion as to whether
to include any or all of the Registrable Securities in such an offering.  If


the Registrable Securities shall be included in an offering involving an
underwriting, the Warrantholder will be required to execute the underwriting
agreement in customary form with the managing underwriter and any other such
documents requested by the managing underwriter. 
       
       11.    Indemnification.

              11.1.   When pursuant to Section 10 a registration statement
registering the Registrable Securities is filed under the Act, amended or
supplemented, the Company will indemnify and hold harmless each Warrantholder
covered by such registration statement, amendment or supplement (such holder
being hereinafter called the "Distributing Holder"), and each person, if any,
who controls (within the meaning of the Act) the Distributing Holder, and each
underwriter (within the meaning of the Act) of such securities and each
person, if any, who controls (within the meaning of the Act) any such
underwriter, against any losses, claims, damages or liabilities, joint or
several, to which the Distributing Holder, any such controlling person or any
such underwriter may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities, or actions in respect thereof,
arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in any such registration statement
or any preliminary prospectus or final prospectus constituting a part thereof
or any amendment or supplement thereto, or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading
and will reimburse the Distributing Holder or such controlling person or
underwriter in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Company will
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in said registration
statement, said preliminary prospectus, said final prospectus or said
amendment or supplement in reliance upon and in conformity with written
information furnished by such Distributing Holder or any other Distributing
Holder for use in the preparation thereof.

              11.2.   The Distributing Holder will indemnify and hold harmless
the Company, each of its directors, each of its officers who have signed said
registration statement and such amendments and supplements thereto, and each
person, if any, who controls the Company (within the meaning of the Act)
against any losses, claims, damages or liabilities, joint or several, to which
the Company or any such director, officer or controlling person may become
subject, under the Act or otherwise, insofar as such losses, claims, damages
or liabilities, or actions in respect thereof, arise out of or are based upon
any untrue or alleged untrue statement of any material fact contained in said
registration statement, said preliminary prospectus, said final prospectus,
or said amendment or supplement, or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in said
registration statement, said preliminary prospectus, said final prospectus or
said amendment or supplement in reliance upon and in conformity with written
information furnished by such Distributing Holder for use in the preparation
thereof; and will reimburse the Company or any such director, officer or
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action.

              11.3.   Promptly after receipt by an indemnified party under this
Section 11 of notice of the commencement of any action, such indemnified party


will, if a claim in respect thereof is to be made against any indemnifying
party, give the indemnifying party notice of the commencement thereof, but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
Section 11.

              11.4.   In case any such action is brought against any indemnified
party, and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in and, to the extent that
it may wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section 11 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.

       12.    Restricted Securities.  The Warrantholder understands that this
Warrant and the Shares purchasable hereunder constitute "restricted
securities" under the Act, inasmuch as they are being, or will be, acquired
from the Company in transactions not involving a public offering and
accordingly may not, under such laws and applicable regulations, be resold or
transferred without registration under the Act or an applicable exemption from
registration.  The Warrantholder further acknowledges that the Shares and
issued upon exercise of this Warrant shall bear legends substantially in the
form of the legend appearing on the face hereof.

       13.    Certification of Investment Intent.  Unless a current registration
statement under the Act shall be in effect with respect to the securities to
be issued upon exercise of this Warrant, the Warrantholder, by accepting this
Warrant, covenants and agrees that, at the time of exercise hereof, such
holder will deliver to the Company a written certification satisfactory to the
Company that (i) the Warrantholder understands that the offering and sale of
the Shares is intended to be exempt from registration under the Act pursuant
to Section 4(2) thereof; (ii) the securities acquired by the holder are
acquired for investment purposes only; and (iii) such securities are not
acquired with a view to, or for sale in connection with, any distribution
thereof.

       14.    Successors and Assigns.  The terms and provisions of this Warrant
shall inure to the benefit of, and be binding upon, the Company, the
Warrantholder and their respective successors and assigns

       15.    Miscellaneous.  This Warrant may be amended, supplemented or
otherwise modified only by an instrument in writing signed by the Company or
the Warrantholder against whom enforcement of such amendment, supplement or
other modification is sought.  The headings in this Warrant are for purpose
of reference only and shall not limit or otherwise affect the meaning
thereof.



       
   16.     Governing Law.  This Warrant shall be governed by the laws of the
State of Delaware, excluding the conflicts of laws provisions thereof.

       17.    Registration; Exchange; Lost, Stolen, Mutilated or Destroyed
Warrants.  Any Warrants issued upon the transfer or exercise in part of this
Warrant (together with this Warrant (the "Warrants")) shall be registered in
a register maintained by the Company.  The Company shall be entitled to treat
the Warrantholder registered on such register as the owner in fact thereof for
all purposes and shall not be bound to recognize any equitable or other claim
to or interest in this Warrant on the part of any other person.  This Warrant
shall be transferable only on the books of the Company upon delivery thereof
duly endorsed by the Warrantholder or by his duly authorized attorney or
representative, or accompanied by proper evidence of succession, assignment
or authority to transfer.  In all cases of transfer by an attorney, executor,
administrator, guardian or other legal representative, duly authenticated
evidence of his or its authority shall be produced.  Upon any registration of
transfer, the Company shall deliver a new Warrant or Warrants to the person
entitled thereto.  The Warrants may be exchanged, at the option of the
Warrantholder thereof, for another Warrant, or other Warrants of different
denominations, of like tenor and representing in the aggregate the right to
purchase a like number of Shares upon surrender to the Company or its duly
authorized agent.  If this Warrant is lost, stolen, mutilated or destroyed,
the Company shall, on such terms as to indemnity as it may in its discretion
impose, issue anew Warrant of like denomination and tenor as the Warrant so
lost, stolen, mutilated or destroyed.

                                                   USCI, INC.
                                        By: /s/ Bruce A. Hahn, Chairman



                                          EXHIBIT A

                                       EXERCISE NOTICE

USCI, INC.

Attention:  Robert J. Kostrinsky, Treasurer

       The undersigned hereby elects to purchase, pursuant to the provisions
of the Common Stock Purchase Warrant dated as of October 30, 1997 (the
"Warrant"), issued by the Company and held by the undersigned, ______ shares
of the Company's Common Stock.  All capitalized terms used herein and not
otherwise defined herein shall have their respective meanings as defined or
stated in the Warrant.

       Payment of the aggregate purchase price for the Shares purchased
pursuant hereto as required under the Warrant accompanies this Exercise
Notice.

       The undersigned hereby represents that (i) the undersigned understands
that the offering and sale of the Shares is intended to be exempt from
registration under the Securities Act of 1933, as amended (the "Act"),
pursuant to Section 4(2) thereof; (ii)  the securities acquired by the
Warrantholder are acquired for investment purposes only; and (iii) such
securities are not acquired with a view to, or for sale in connection with,
any distribution thereof.

                                           Date:_________________________

                                           Signature:____________________
                                           Address:______________________
                                           ______________________________
Name in which shares 
should be registered:                      Social Security No. or EIN No.
______________________________             _____________________________