USA Finance Inc Watch

from SB-2 ~10 pages Warrant to Purchase

from SB-2 ~10 pages Common Stock Purchase Warrant

from SB-2 ~10 pages Warrant to Purchase

from SB-2 ~10 pages Warrant to Purchase

from SB-2 ~10 pages Warrant to Purchase

from SB-2 ~10 pages Warrant to Purchase

from SB-2 ~10 pages Indenture or similar

from SB-2 ~5 pages 10% Subordinated Convertible Debenture

from SB-2 ~5 pages Subordinated Convertible Debenture

from SB-2 ~5 pages Certificate of Designation

from SB-2 ~5 pages Certificate of Designation

from SB-2 1 page Incorporated Under the Laws of the State of Delaware Restricted Stock - See Legend on Reverse Side Number Shares P-B USA Finance, Inc. 25,000,000 Shares Common Stock 5,000,000 Shares Preferred Stock Par Value $.001 Par Value $.001 Specimen This Certifies That Is the Registered Holder of Shares of Series B $3.00 Convertible Preferred Stock of USA Finance, Inc. Transferable Only on the Books of the Corporation by the Holder Hereof in Person or by Attorney Upon Surrender of This Certificate Properly Endorsed. in Witness Whereof, the Said Corporation Has Caused This Certificate to Be Signed by Its Duly Authorized Officers and Its Corporate Seal to Be Hereunto Affixed This Day of A.D. Secretary President <page> the Shares Represented by This Certificate Have Not Been Registered Under the Securities Act of 1933, as Amended, (The "Act") or Under Any State Securities or Blue Sky Laws and May Not Be Pledged, Sold, Transferred, Hypothecated or Otherwise Disposed of in the Absence of Registration Under Such Act or Under Applicable State Securities or Blue Sky Laws or an Exemption Therefrom. for Value Received, Hereby Sell, Assign and Transfer Unto Shares Represented by the Within Certificate, and Do Hereby Irrevocably Constitute and Appoint Attorney to Transfer the Said Shares on the Books of the Within Named Corporation With Full Power of Substitution in the Premises

from SB-2 1 page Incorporated Under the Laws of the State of Delaware Restricted Stock - See Legend on Reverse Side Number Shares P-A USA Finance, Inc. 25,000,000 Shares Common Stock 5,000,000 Shares Preferred Stock Par Value $.001 Par Value $.001 Specimen This Certifies That Is the Registered Holder of Shares of Series a $4.00 Convertible Preferred Stock of USA Finance, Inc. Transferable Only on the Books of the Corporation by the Holder Hereof in Person or by Attorney Upon Surrender of This Certificate Properly Endorsed. in Witness Whereof, the Said Corporation Has Caused This Certificate to Be Signed by Its Duly Authorized Officers and Its Corporate Seal to Be Hereunto Affixed This Day of A.D. Secretary President <page> the Shares Represented by This Certificate Have Not Been Registered Under the Securities Act of 1933, as Amended, (The "Act") or Under Any State Securities or Blue Sky Laws and May Not Be Pledged, Sold, Transferred, Hypothecated or Otherwise Disposed of in the Absence of Registration Under Such Act or Under Applicable State Securities or Blue Sky Laws or an Exemption Therefrom. for Value Received, Hereby Sell, Assign and Transfer Unto Shares Represented by the Within Certificate, and Do Hereby Irrevocably Constitute and Appoint Attorney to Transfer the Said Shares on the Books of the Within Named Corporation With Full Power of Substitution in the Premises. Dated in Presence of Notice. the Signature of This Assignment Must Correspond With the Name Written Upon the Face of the Certificate, in Every Particular, Without Alteration or Enlargement, or Any Change Whatever

from SB-2 1 page Incorporated Under the Laws of the State of Delaware Restricted Stock - See Legend on Reverse Side Number Shares C- USA Finance, Inc. 25,000,000 Shares Common Stock 5,000,000 Shares Preferred Stock Par Value $.001 Par Value $.001 Specimen This Certifies That Is the Registered Holder of Shares of Common Stock of USA Finance, Inc. Transferable Only on the Books of the Corporation by the Holder Hereof in Person or by Attorney Upon Surrender of This Certificate Properly Endorsed. in Witness Whereof, the Said Corporation Has Caused This Certificate to Be Signed by Its Duly Authorized Officers and Its Corporate Seal to Be Hereunto Affixed This Day of A.D. Secretary President <page> the Shares Represented by This Certificate Have Not Been Registered Under the Securities Act of 1933, as Amended, (The "Act") or Under Any State Securities or Blue Sky Laws and May Not Be Pledged, Sold, Transferred, Hypothecated or Otherwise Disposed of in the Absence of Registration Under Such Act or Under Applicable State Securities or Blue Sky Laws or an Exemption Therefrom. for Value Received, Hereby Sell, Assign and Transfer Unto Shares Represented by the Within Certificate, and Do Hereby Irrevocably Constitute and Appoint Attorney to Transfer the Said Shares on the Books of the Within Named Corporation With Full Power of Substitution in the Premises. Dated in Presence of Notice. the Signature of This Assignment Must Correspond With the Name Written Upon the Face of the Certificate, in Every Particular, Without Alteration or Enlargement, or Any Change Whatever