EXHIBIT 10.50

         THIS SECURITY IS NOT BEING REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
         ACT").  THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
         AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY
         MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)
         TO THE COMPANY, (2) TO A PERSON WHO THE SELLER REASONABLY
         BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
         MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING
         FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
         INSTITUTIONAL BUYER THAT IS AWARE THAT THE RESALE, PLEDGE
         OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A
         OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
         THE SECURITIES ACT.  
  
  
  
                     AMERICAN MARKETING WORKS, INC.
  
  
                             TRANCHE B NOTE
  
  
  
  $1,750,000.00                                February 16, 1993
  
  
            AMERICAN MARKETING WORKS, INC., a Delaware
  corporation (together with its successors, the "Company"), for
  value received, promises to pay GREYROCK CAPITAL GROUP
  INC. (the "Lender"), or registered assigns, an aggregate
  principal amount of ONE MILLION SEVEN HUNDRED AND FIFTY
  THOUSAND DOLLARS ($1,750,000), or the aggregate outstanding
  principal amount of the Tranche B Loans made by such Lender,
  whichever is less, on June 30, 1995 (or if such day is not a
  Business Day, on the next succeeding Business Day) (the
  "Maturity Date"), and to pay, in arrears on the first day of
  each calendar month (or, if any such day is not a Business
  Day, on the next succeeding Business Day), commencing with
  December 1, 1994, until the Maturity Date and on the Maturity
  Date, interest (computed on the basis of the actual number of
  days elapsed over a year of 360 days) on the aggregate unpaid
  principal amount hereof from time to time at a rate equal to
  the sum of 7.65% per annum plus the Commercial Paper Rate (as
  hereinafter defined) (but not at a rate higher than the
  highest rate permitted by applicable law), and to pay on
  demand interest at a rate equal to the sum of 9.65% per annum
  plus the Commercial Paper Rate (but not at a rate higher than
  the highest rate permitted by applicable law) on any overdue
  principal, premium and interest from the due date thereof to
  the date of actual payment (after as well as before judgment
  and during bankruptcy).  Changes in the rate of interest
  applicable hereto shall occur as of the opening of business or
  any day on which the Commercial Paper Rate changes.  
  
             "Commercial Paper Rate" means for any day in any
  calendar month, the rate of interest equivalent to the money
  market yield for the Interest Determination Date falling in
  such month on the one month Commercial Paper Rate for
  dealer-placed commercial paper of issuers whose corporate
  bonds are rated "AA" or its equivalent by a nationally
  recognized rating agency, as such rate is made available on a
  discount basis or otherwise by the Federal Reserve Bank of New
  York and published weekly by the Board of Governors of the
  Federal Reserve System in its H.15 report, or any successor
  publication published by the Board of Governors of the Federal
  Reserve System or, if such rate for such date is not yet
  published in such statistical release, the rate for that date
  will be the rate set forth in the weekly statistical release
  designated as such, or any successor publication, published by
  the Board of Governors of the Federal Reserve System. 
  "Interest Determination Date" means November 1, 1994 and the
  first Business Day of each calendar month thereafter.  
  
            This Note is one of the Tranche B Notes referred to
  in the Amended and Restated Credit Agreement dated as of
  February 16, 1993 (as amended from time to time, the "Credit
  Agreement") among the Company, the lenders referred to therein
  and Greyrock Capital Group Inc. (as successor to U S WEST
  Financial Services, Inc.), as Agent.  The Credit Agreement and
  the Security Documents referred to therein contain additional
  rights of the holder of, and the security for, this Note. 
  Capitalized terms used but not defined herein have the
  meanings assigned thereto in the Credit Agreement.  
            
            If an Event of Default shall occur and be
  continuing, the unpaid balance of the principal of this Note
  together with all accrued but unpaid interest hereon may
  become or be declared forthwith due and payable in the manner
  and with the effect provided in the Credit Agreement.  
            
            This Note also may and must be prepaid as provided
  in the Credit Agreement, together with any premiums set forth
  therein, under the circumstances therein described.  
  
            Payments of principal hereof and interest and
  premium hereon shall be made in lawful money of the United
  States of America.  
  
            This Note shall be governed by, and construed in
  accordance with, the laws of the State of New York in all
  respects, including all matters of construction, validity and
  performance, without regard to the choice of law provisions
  thereof.  
    
            IN WITNESS WHEREOF, the Company has caused this Note
  to be duly executed as of the day and year first above
  written.  
  
  
  
  
                           AMERICAN MARKETING WORKS, INC.
  
  
  
                           By: /s/ Marvin Winkler        
                                Title: President