SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
USCI, Inc.
(Name of Issuer)
Common Stock, $.0001 par value
(Title of Class of Securities)
90330N101
(CUSIP Number)
Neil T. Chau
Encore Capital Management, L.L.C.
12007 Sunrise Valley Drive, Suite 460
Reston, VA 20191
Tel. No.: (703) 476-5898
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 26, 1999
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
__________________________
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions
of the Exchange Act (however, see the Notes).
Continued on following pages
Page 1 of 7 pages
<PAGE>
CUSIP NO. 90330N101 13D Page 2 of 7 pages
_____________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JNC Opportunity Fund Ltd.
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 SOURCE OF FUNDS*
WC (See Item 3)
_____________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
_____________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
_____________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 197,073,319 (See Item 5)
SHARES
_____________________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_____________________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 197,073,319 (See Item 5)
_____________________________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
_____________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
197,073,319 (See Item 5)
_____________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
_____________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.6% (See Item 5)
_____________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
_____________________________________________________________________________
<PAGE>
Item 1. Security and Issuer.
On April 26, 1999, JNC Opportunity Fund Ltd., a Cayman Islands
corporation ("JNC"), obtained the right to receive, and the Company
became obligated to unconditionally issue, 25,000,000 shares of
common stock, par value $.0001 per share (the "Shares"), of USCI,
Inc., a Delaware corporation (the "Company"), with its principal
executive offices at 6115-A Jimmy Carter Boulevard, Norcross, GA
30071, from the Company. The Company became obligated to issue the
Shares upon a conversion of certain Preferred Shares described
below and in accordance with an agreement between the Company and
JNC, dated as of April 26, 1999 (the "April 26th Agreement").
Pursuant to the April 26th Agreement, on April 26, 1999, certain
other persons also obtained the right to receive, and the Company
became obligated to unconditionally issue, 55,000,000 shares of
Common Stock to such persons. Accordingly, the information
reflected in this Schedule 13D is based on the issuance of an
aggregate of 80,000,000 shares of Common Stock.
On March 24, 1998, JNC and the Company entered into a Convertible
Preferred Stock Purchase Agreement (the "Purchase Agreement"),
pursuant to which (i) on March 24, 1998, JNC purchased, for the
price of $5,000,000, 500 shares of the Company's 6% Series A
Convertible Preferred Stock, which are convertible into Shares;
(ii) on May 5, 1998, JNC purchased, for the price of $5,000,000,
500 shares of the Company's 6% Series B Convertible Preferred
Stock, which are convertible into Shares; and (iii) on July 31,
1998, JNC purchased, for the price of $5,000,000, 500 shares of the
Company's 6% Series C Convertible Preferred Stock, which are
convertible into Shares. The preferred shares referenced above are
collectively referred to herein as, the "Preferred Shares." The
commitment to purchase all of the Preferred Shares was set forth in
the Purchase Agreement. Pursuant to the April 26th Agreement, the
Company and JNC agreed that the conversion price applicable to
conversions of Preferred Shares would equal, for the conversion of
the first $500,000 stated value of Preferred Shares, $.02 and, for
the balance of the Preferred Shares, the lower of (i) $1.00 and
(ii) 85% of the average closing bid price of the Shares for the
five trading days prior to a conversion.
In connection with the acquisition of the Preferred Shares, JNC
received warrants to acquire Shares, which warrants were cancelled
in accordance with the April 26th Agreement.
Pursuant to the terms under which the Preferred Shares were
acquired, JNC was prohibited from utilizing its rights of
conversion to receive Shares (including Shares that would be
received in payment of dividends on the Preferred Shares) to the
extent such action would result in JNC beneficially owning (as
determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934) in excess of 4.999% of the then issued and
outstanding Shares. The above described restrictive provisions
could be waived by the JNC. Pursuant to the April 26th Agreement,
such restrictions have been waived by JNC.
Item 2. Identity and Background.
(a) JNC Opportunity Fund Ltd.
(b) The address for JNC is:
Olympia Capital (Cayman) Ltd.
c/o Williams House, 20 Reid Street
Hamilton HM11, Bermuda
The name, residence or business address, and the principal
occupation or employment and the name, principal business and
address of any corporation or other organization in which such
employment is conducted, of each executive officer, director
and controlling person, if any, of JNC, is set forth in
Schedule A hereto.
Page 3 of 7
(c) The principal business of JNC is investing in securities and other
intangible investment instruments. It is the policy of JNC to
invest primarily, but not solely, in unregistered securities of
publicly owned United States issuers, and to obtain a commitment
from such issuers to register the securities within agreed upon
time periods. James Q. Chau, Neil T. Chau, Oskar Lewnowski and
Thomas Davis are on the board of directors of JNC.
(d)(e) During the last five years, none of the persons listed in Item 2(b)
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
(f) JNC is a Cayman Islands exempted company.
Item 3. Source and Amount of Funds or Other Consideration.
All funds utilized by JNC to acquire the Shares pursuant to the
Purchase Agreement were derived from investment capital of JNC and
were payable in immediately available funds.
Item 4. Purpose of Transaction.
JNC acquired the Shares, and intends to continue to evaluate the
performance of the Shares as an investment in the ordinary course
of business. In pursuing this investment objective, JNC analyzes
the operations, capital structure and markets of the companies in
which they invest, including the Company, on a continuous basis
through analysis of documentation and discussions with
knowledgeable industry and market observers and with
representatives of such companies (often at the invitation of
management). Depending on such assessments, JNC may acquire
additional securities of the Company or may determine to sell or
otherwise dispose of all or some of the Shares after a conversion
of some or all of the Preferred Shares. Whether JNC actually
effects such sales will depend on its continuing evaluation of the
diversity of its investment portfolio, as well as the price level
and trading uncertainties of the Shares, available opportunities to
dispose of the Shares, conditions in the securities markets and
general economic and industry conditions. These sales may take
place in the open market, through privately negotiated transactions
with third parties, or through any other manner permitted by
applicable law.
Neither JNC nor any of its executive officers, directors or control
persons, has any current plans or proposals with respect to any of
the items described in (a) through (j) of Item 4 except that,
pursuant to the April 26th Agreement, JNC (in its capacity as one
of the "Selling Shareholders" under the April 26th Agreement) shall
share in the right to nominate three designees to the Company's
board of directors. Such designation is hereby disclosed in
accordance with paragraph (a) of Item 4.
Page 4 of 7
Item 5. Interest in Securities of the Issuer
(a)(b) Based on its ownership of 25,000,182 Shares and an assumed
conversion in full of the Preferred Shares held by JNC on April 26,
1999(1), JNC would be deemed to be the beneficial owner of
197,073,319 Shares, which is equal to 74.6 % of the total number of
Shares issued and outstanding(2). JNC has sole voting and
dispository power with respect to such Shares and Preferred Shares.
(c) Except as noted herein, neither JNC nor any of its executive
officers, directors or control persons has effected any
transactions in the Shares during the past sixty days.
(d) Encore Capital Management, L.L.C., a Delaware limited liability
company located at 12007 Sunrise Valley Drive, Suite 460, Reston,
VA 20191, is the investment advisor to JNC. As such, it has the
power, subject to ultimate approval by JNC, to direct the receipt
of dividends from, or proceeds from the sale of, the securities
reported herein by JNC.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
See Item 1.
Pursuant to the April 26th Agreement, the Company has agreed to use
its best efforts to promptly, but not later than June 1, 1999, file
a registration statement to enable JNC to resell the Shares
issuable upon conversion of the Preferred Shares.
Item 7. Material to be Filed as Exhibits
1. Agreement dated as of April 26, 1999, between the Company,
JNC, George Karfunkel, Michael Karfunkel, Huberfeld Bodner
Family Foundation and Laura Huberfeld/Naomi Bodner
Partnership.
______________________
(1) Since the number of Shares that are issuable upon conversion of the
Preferred Shares is derived from a conversion formula descrigbed in the
April 26th Agreement, which formula is based in part upon the market
price of the Shares prior to a conversion of a Preferred Shares, the
actual number of Shares that will actually be issued upon a conversion
of the Preferred Shares (and therefore beneficially owned by JNC) cannot
accurately be determined at this time.
(2) Based on 12,006,827 shares of Common Stock outstanding. In connection
with the transactions contemplated by the April 26th Agreement, the
Company has agreed to amend its Certificate of Incorporation in order to
increase the number of authorized shares of Common Stock to a number of
shares of Common Stock to permit conversion in full of the Preferred
Shares.
Page 5 of 7
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: May 6, 1999
JNC OPPORTUNITY FUND LTD.
By: /s/ Neil T. Chau
--------------------------------
Name: Neil T. Chau
Title: Director
<PAGE>
SCHEDULE A
EXECUTIVE OFFICERS, DIRECTORS AND CONTROL PERSONS
Name
Present Principal Occupation/Employment
Residence or Business Address
Country of Citizenship
James Q. Chau
Director - JNC
Managing Member and President - Encore
c/o Encore Capital Management, L.L.C.
2007 Sunrise Valley Drive, Suite 460
Reston, VA 20191
Citizen of the U.S.A.
Neil T. Chau
Director - JNC
Managing Member and Chief Investment Officer - Encore
c/o Encore Capital Management, L.L.C.
2007 Sunrise Valley Drive, Suite 460
Reston, VA 20191
Citizen of the U.S.A.
Oskar P. Lewnowski
Director - JNC
c/o JNC Opportunity Fund Ltd.
Olympia Capital (Cayman) Ltd.
c/o Williams House, 20 Reid Street
Hamilton HM11, Bermuda
Citizen of Austria
Thomas H. Davis
Director - JNC
c/o JNC Opportunity Fund Ltd.
Olympia Capital (Cayman) Ltd.
c/o Williams House, 20 Reid Street
Hamilton HM11, Bermuda
Citizen of England
<PAGE>
AGREEMENT
AGREEMENT dated as of April 26, 1999 by and among USCI, INC., a
Delaware corporation having an office at 6115-A Jimmy Carter Blvd., Norcross,
GA 30071 (the "Company"), JNC OPPORTUNITY FUND LTD., having an office c/o
Encore Capital Management, 12007 Sunrise Valley Drive, Suite 460, Reston,
Virginia 20191 ("JNC"), GEORGE KARFUNKEL, having an office at 6201 15th
Avenue, Brooklyn, New York 11219 ("George"), MICHAEL KARFUNKEL, having an
office at 6201 15th Avenue, Brooklyn, New York 11219 ("Michael"), HUBERFELD
BODNER FAMILY FOUNDATION, INC., having an office at 152 W. 57th Street, New
York, New York 10019 (the "Foundation"), and LAURA HUBERFELD/NAOMI BODNER
PARTNERSHIP, having an office at 152 W. 57th Street, New York, New York 10019
(the "Partnership"). JNC, George, Michael, the Foundation and the
Partnership are hereinafter sometimes collectively referred to as the
"Selling Shareholders."
WHEREAS, JNC is the registered and beneficial owner of 435 shares
of Series A Convertible Preferred Stock of the Company ("Series A Shares");
500 shares of Series B Convertible Preferred Stock of the Company ("Series B
Shares"); and 500 shares of Series C Convertible Preferred Stock of the
Company ("Series C Shares");
WHEREAS, George and Michael are registered and beneficial owners of
125 shares of Series D Preferred Stock of the Company ("Series D Shares" and,
collectively with the Series A Shares, Series B Shares and Series C Shares,
the "Preferred Shares");
WHEREAS, the Foundation is the registered and beneficial owner of
93.75 Series D Shares.
WHEREAS, the Partnership is the registered and beneficial owner of
131.25 Series D Shares.
WHEREAS, the holders of the Preferred Shares have each notified the
Company of their intent to convert Preferred Shares into shares of Common
Stock of the Company subject to the terms and conditions set forth in this
Agreement;
NOW, THEREFORE, for good and valuable consideration each Selling
Shareholder and the Company hereby agree as follows:
1. Conversion of Preferred Shares. The Company shall on the date
hereof issue at $0.02 per share 75,000,000 of its authorized but unissued
Common Stock to the holders of the Preferred Shares, upon the conversion of
Preferred Shares as follows:
Preferred Shares Conversion Summary
Selling Shareholder Value Converted
------------------- ---------------
JNC $500,000
George $250,000
Michael $250,000
the Foundation $208,350
the Partnership $291,650
2. Amendment of Certificates of Designation for the Preferred
Shares. The balance of the Preferred Shares shall be convertible into shares
of Common Stock at the option of the holders thereof at a conversion price
equal to the lesser of $1.00 per share or 85% of the average closing bid
price of the Common Stock during the five consecutive trading days prior to
conversion (or, if none, the share price in the good faith opinion of the
Board of Directors). The Company will promptly amend the Certificates of
Designation for the Preferred Shares to provide for the conversion price set
forth above. In consideration therefor, the Selling Shareholders shall do
the following: (1) waive all dividends that accrue after the date of this
Agreement with respect to the Preferred Shares; (2) waive all defaults which
have accrued with respect to the Preferred Shares; and (3) confirm that all
warrants to acquire Common Stock owned by them are canceled.
3. Amendment of Stock Option Plan. (a) The Board of Directors of
the Company is increasing by 5,5000,000 the number of options which may be
granted under the Company's 1997 Stock Option Plan (the "Plan"), which
options will be granted to senior management at 10 cents per share, and which
options will vest on such terms as the Board or a committee of the Board
deems most advisable to incentives members of senior management. Although
the amendment to the Plan will be submitted to shareholders for approval in
order to be in a position to grant ISO's, the Board shall be permitted to
grant non-ISO options without shareholder approval.
(b) The Company will promptly file a registration statement
on Form S-8 to cover the grant of these options and the sale of the shares
acquired upon exercise thereof.
4. Special Provisions for Howard Zuckerman. The Company shall
issue to Mr. Howard Zuckerman 5,000,000 shares of the authorized but
uninsured Common Stock of the Company in consideration of the services
rendered by Mr. Zuckerman in the reorganization of the Company including the
restructuring of the Foothill Capital Corp. Credit Facility ("Credit
Facility") and the negotiation of payment schedules for certain outstanding
Company indebtedness. Should the Company within the next three years issue
additional common stock (other than pursuant to (i) conversions of any
Preferred Shares, (ii) shares issued under stock option plans whether now
existing or adopted hereafter or (iii) creditor claims contemplated under
Section 5 of this Agreement), the Company shall also for no consideration
issue additional shares to Mr. Zuckerman in an amount so that he at all times
owns not less than 5% of the outstanding Common Stock.
5. Issuance of Common Stock to Creditors. The Company shall
reserve for issuance 3,000,000 shares of its authorized but unissued Common
Stock for settlement of creditor claims.
6. Funding of Foothill Capital Corp. Credit Facility. The
Selling Shareholders or persons introduced by them (the "Lenders") have
entered into a Participation Agreement with Foothill Capital Corp.
("Foothill") under which the Lenders have agreed to acquire 100% of
Foothill's commitment to Ameritel Communications, Inc. to fund $7 million in
Tranche B Loans pursuant to the Participation Agreement and a related Escrow
Agreement. The Commitments are broken down as follows:
JNC $ 4,000,000
George Karfunkel $ 750,000
Michael Karfunkel $ 750,000
Foundation $ 750,000
Partnership $ 750,000
Total $ 7,000,000
The Tranche B Loans are convertible into the Company's Common Stock
in accordance with the terms thereof at a price equal to $.50 per share.
7. Board of Directors. Upon completion of the conversion of the
Preferred Shares and the funding of the Credit Facility in accordance with
the terms of this Agreement, Mr. Bruce Hahn will continue as an executive
officer of the Company with sales and marketing responsibilities, but will
resign as Chairman of the Board of Directors of the Company, and the current
Board of Directors of the Company shall resign and three designees of the
Selling Shareholders shall be elected to the Company's Board of Directors,
one of which shall be elected President and Chief Executive Officer of the
Company.
8. Registration. (a) The Company will use its best efforts to
promptly, but no later than June 1, 1999, file a registration statement on
Form S-1 or SB-2 (the "Registration Statement") for the public resale by the
Selling Shareholders (which term for the purposes of this Section and the
following Sections shall also include Howard Zuckerman) of all of the shares
of Common Stock issued or issuable on conversion of Preferred Shares and on
conversion of the Tranche B Loans contemplated by Section 6. Shares issued
under the Plan shall not be registered on such Registration Statement. The
shares to be covered by the Registration Statement of Form S-1 or SB-2 are
collectively referred to as the "Registered Shares."
(b) The Company shall use its best efforts to cause the
registration Statement to become effective not later than 90 days after the
date of this Agreement, and shall use its best efforts to cause such
Registration Statement to remain effective for four years after the date it
is declared effective by the Securities and Exchange Commission. If required
under law, the Company shall use its best efforts to obtain blue sky
clearances in such states as the Selling Shareholders may reasonably request.
(c) The Company shall pay all expenses of the registration
hereunder, other than Selling Shareholders' underwriting discounts or other
fees incurred on a voluntary basis. Should the Selling Shareholders
determine to sell their Registered Shares in an underwritten offering, the
Company shall reasonably cooperate with the Selling Shareholders, and the
underwriter shall be selected by the joint agreement of JNC and at least one
other Selling Shareholder.
(d) The Company shall supply to each Selling Shareholder a
reasonable number of copies of all registration materials and prospectuses.
The Company and Selling Shareholders shall execute and deliver to each other
indemnity agreement which are conventional in registered offerings of this
type. The Selling Shareholders shall reasonably cooperate with the Company
in the preparation and filing of the Registration Statement and appropriate
amendments thereto.
(e) Each Selling Shareholder may transfer all or any
proportionate part of its registration rights to transferees of the
Securities, provided that such transferee (i) is an accredited investor, (ii)
makes the representations and warranties made by Selling Shareholder in the
following Section, and (iii) agrees to be bound by this Agreement as a
"Selling Shareholder."
(f) Reference is made to a Registration Rights Agreement
dated March 24, 1998 (the "Agreement") between the Company and JNC. The
Registered Shares are deemed "Registerable Securities" under the Agreement,
and the persons for whom such Registered Shares are to be registered under
this Section are deemed "Holders" under the Agreement. To the extent this
Section and the Agreement are inconsistent, the provisions which afford
greater rights to the Holders shall govern.
10. Securities Representations. (a) For purposes of this
Section, the shares of Common Stock of the Company shall be referred to as
the "Securities."
(b) Each Selling Shareholder represents and warrants for
itself that it is purchasing and has purchased the Securities solely for
investment solely for its own account and not with a view to or for the
resale or distribution there of except as permitted under a registration
statement or under any exemption from registration which is available under
the securities law.
(c) Each Selling Shareholder understands that it may sell or
otherwise transfer the Securities or the shares issuable on conversion of the
Tranche B Loans only if such transaction is registered under the Securities
Act of 1933, as amended, under the Registration Statement or otherwise, or if
the Company shall have received the favorable opinion of counsel to the
Selling Shareholder, which opinion shall be reasonably satisfactory to
counsel to the Company, to the effect that such sale or other transfer may be
made in the absence of registration under the Securities Act of 1933, as
amended.
(d) Each Selling Shareholder represents for itself that it
understands that the Securities are not a liquid investment, that it is to
bear the economic risk of losing its entire investment in the Securities,
that an investment in the Company involves substantial risks, that it has
received all information it considers necessary or appropriate for the
purpose of deciding whether to purchase the Securities, and that it has had
an opportunity to ask questions and receive answers from the Company
regarding the terms and conditions of the investment in the Securities and
the business, properties, prospects and financial condition of the Company.
(e) Each Selling Shareholder represents for itself that is
has not relied upon the advice of a "Purchaser Representative" (as defined in
Regulation D of the Securities Act) in evaluating the risks and merits of
this investment. Such Selling Shareholder represents for itself that it has
the knowledge and experience to evaluate the Securities and the risks and
merits relating thereto.
(f) Each Selling Shareholder represents and warrants for
itself that it is an "accredited investor" as such term is defined in Rule
501 of Regulation D promulgated under the Securities Act of 1933, as amended,
that it has the power and authority to enter into this Agreement, and that
the execution and delivery of, and performance under this Agreement shall not
conflict with any rule, regulation, judgement or agreement applicable to the
Selling Shareholder.
(g) Each of the Foundation and Partnership represents and
warrants that it has not been organized, reorganizes or recapitalized
specifically for the purposes of investing in the Securities.
11. Miscellaneous. (a) This Agreement may not be changed or
terminated except by written agreement signed by all the parties hereto. It
shall be binding upon and inure to the benefit of the parties and their
successors and permitted assigns, and Section 4 hereof shall inure to the
benefit of Howard Zuckerman. This Agreement sets forth the entire agreements
of the parties with respect to the specific subject matter hereof. It shall
be enforceable by decrees of specific performance (without bond or other
security) as well as by other available remedies. This Agreement shall be
governed by, and construed in accordance with, the laws of Delaware. The
federal and state courts sitting in the City of New York shall have exclusive
jurisdiction over all matters relating to this Agreement and each party
hereby irrevocably submits to the jurisdiction of the state and federal
courts of the State of New York located in the Borough of Manhattan for such
purposes and hereby waives any claim or defense that such courts are an
inconvenient forum. Trial by jury is expressly waived. The Company shall
reimburse Selling Shareholders for Selling Shareholder's reasonable legal
fees and cost to enforce its right under this Agreement.
(b) All notices, requests, service of process, consents, and
other communications under this Agreement shall be in writing and shall be
deemed to have been delivered (i) on the date personally delivered or (ii)
one day after promptly sent by Federal Express, addressed to the respective
parties at their address set forth in this Agreement or (iii) on the day
transmitted by facsimile so long as a confirmation copy is simultaneously
forwarded by Federal Express, in each case addressed to the respective
parties at their address set forth in this Agreement. Either party hereto
may designate a different address by providing written notice of such new
address to the other party hereto as provided above. Service of process may
be effected in the manner provided for notices hereunder, and such service in
such manner shall be deemed the equivalent or personal service.
(c) The existing rights and obligations of the parties under
all other agreements and instruments entered into between any Selling
Shareholder and the Company remain in effect except as expressly modified
hereunder.
(d) The parties other than the Company are entering into this
Agreement on an individual basis, and do not intend to constitute a "group"
under the securities laws. Their agreements with the Company set forth
herein are several and not joint, so that no such party is liable for any
breach by any other party.
(e) Each of the parties hereto represents and warrants that
the execution, delivery and performance of this Agreement by it and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of such party and that, when
executed and delivered in accordance with the terms hereof, this Agreement
shall be the legal and binding obligation of such party, enforceable in
accordance with its terms.
(f) This Agreement my be signed in counterparts, each of
which shall be considered an original. A signature delivered by facsimile
shall have the force and effect of an original thereof.
<PAGE>
IN WITNESS WHEREOF the parties have caused this Agreement to be
duly executed as of the date first indicated above.
USCI Inc.
By ___________________________
JNC OPPORTUNITY FUND LTD.
By: ENCORE CAPITAL MANAGEMENT, L.L.C.
Its Investment Adviser
By:______________________________
Managing Member
George Karfunkel
______________________________
Michael Karfunkel
LAURA HUBERFELD/NAOMI BODNER PARTNERSHIP
By ___________________________
Confirmed
______________________________
Howard Zuckerman
HUBERFELD BODNER FAMILY
FOUNDATION, INC.
By:__________________________
