Common use of Representations by Buyer Clause in Contracts

Representations by Buyer. Buyer represents and warrants to the Company as follows: (a) Buyer has received, read and understands the provisions of each of the following: (i) the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006; (ii) the Company’s Current Report on Form 8-K filed with the SEC on October 13, 2006; (iii) the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006; (iv) the Company’s Registration Statement on Form S-1 filed with the SEC on October 20, 2006 and Amendment No. 1 thereto filed with the SEC on December 7, 2006 (File No. 333-138116); (v) the risk factors incorporated by reference herein in Section 4(f) hereof; (vi) the Company’s Current Report on Form 8-K filed with the SEC on November 14, 2006; and (vii) the Company’s Current Report on Form 8-K filed with the SEC on November 20, 2006. Buyer understands that all of the foregoing together with this Subscription Agreement shall be referred to herein as “Offering Materials”. (b) Buyer has relied only upon the information presented and contained in the Offering Materials. Buyer has had the opportunity to ask of the person or persons acting on behalf of the Company any and all relevant questions in connection with any aspect of the Company including, but not limited to, the Securities offered by the Offering Materials and has received answers which it considers to be reasonably responsive to such questions. Buyer has had the opportunity to verify the accuracy of the information contained in the Offering Materials. (c) Buyer understands that it is subscribing for the Securities without being furnished any literature or prospectus in connection with the offering of the Securities other than the Offering Materials, and that the offering of the Securities presented in the Offering Materials will not have been scrutinized by the securities administrator or similar bureau, agency, or department of the state of his residence. (d) Buyer understands (i) that neither the Securities nor the Warrant Shares have been registered under the Act or registered or qualified under the securities laws of the state of domicile of Buyer; (ii) that except as otherwise provided herein, Buyer has no right to require such registration or qualification; and (iii) that therefore Buyer must bear the economic risk of the investment for an indefinite period of time because neither the Securities nor the Warrant Shares may be sold unless so registered or qualified or unless an exemption from such registration and qualification is available. Although the Company has agreed to use its best efforts to register for resale the Shares and the Warrant Shares with the SEC, and to use its best efforts to keep such registration statement current and effective, there can be no assurance that such efforts will be successful. In any such event, the Shares and the Warrant Shares would not be registered for resale under the Act, and could only be sold by the holder in reliance upon exemptions from registration under the Act. (e) Subject to being resold pursuant to an effective registration statement, the Securities are being purchased for Buyer’s own account for investment purposes only and not for the interest of any other person and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof. Although the Common Stock of USA is currently traded on the OTC Bulletin Board under the symbol USAT, Buyer also understands that there may not be any established public trading market for the sale of the Shares or the Warrant Shares. (f) Buyer recognizes that the purchase of the Securities involves a high degree of risk including those special risks set forth under the caption "Risk Factors" and “Forward Looking Statements” in the Amendment No. 1 to Form S-1 Registration Statement of the Company (File No. 333-138116) filed with the Securities and Exchange Commission on December 7, 2006, all of which are incorporated herein by reference. (g) Subject to the registration rights set forth above, Buyer understands that its right to transfer the Securities or Warrant Shares will be restricted as set forth on the stock certificates. Such restrictions include provisions against transfer unless such transfer is not in violation of the Act, or applicable state securities laws (including investor suitability standards). Buyer is familiar with Regulation M promulgated under the Act and agrees to comply with its obligations thereunder. (h) All information which Buyer has provided to the Company including, but not limited to, its tax identification number, its financial position, and status as an accredited investor, and its knowledge of financial and business matters is true, correct and complete as of the date of execution of this Stock Purchase Agreement. Buyer understands that USA will rely in a material degree upon the representations contained herein. (i) Buyer maintains a principal place of business at the address shown on the signature page of this Stock Purchase Agreement, at which address Buyer has subscribed for the Securities. (j) Buyer understands that legends may be placed on any certificate representing the Securities or the Warrant Shares substantially to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED. (k) The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby has been duly authorized by Buyer.

Representations by Buyer. Each Buyer represents and warrants to the Company as follows: (a) Each Buyer has received, read and understands the provisions of each of the following: (i) the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006; (ii) the Company’s Current Report on Form 8-K filed with the SEC on October 13, 2006; (iii) the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006; (iv) the Company’s Registration Statement on Form S-1 filed with the SEC on October 20, 2006 and Amendment No. 1 thereto filed with the SEC on December 7, 2006 (File No. 333-138116); (v) the risk factors incorporated by reference herein in Section 4(f) hereof; (vi) the Company’s Current Report on Form 8-K filed with the SEC on November 14, 2006; and (vii) the Company’s Current Report on Form 8-K filed with the SEC on November 20, 2006. Each Buyer understands that all of the foregoing together with this Subscription Agreement shall be referred to herein as “Offering Materials”. (b) Each Buyer has relied only upon the information presented and contained in the Offering Materials. Each Buyer has had the opportunity to ask of the person or persons acting on behalf of the Company any and all relevant questions in connection with any aspect of the Company including, but not limited to, the Securities offered by the Offering Materials and has received answers which it considers to be reasonably responsive to such questions. Each Buyer has had the opportunity to verify the accuracy of the information contained in the Offering Materials. (c) Each Buyer understands that it is subscribing for the Securities without being furnished any literature or prospectus in connection with the offering of the Securities other than the Offering Materials, and that the offering of the Securities presented in the Offering Materials will not have been scrutinized by the securities administrator or similar bureau, agency, or department of the state of his residence. (d) each Buyer understands (i) that neither the Securities nor the Warrant Shares have been registered under the Act or registered or qualified under the securities laws of the state of domicile of Buyer; (ii) that except as otherwise provided herein, Buyer has no right to require such registration or qualification; and (iii) that therefore Buyer must bear the economic risk of the investment for an indefinite period of time because neither the Securities nor the Warrant Shares may be sold unless so registered or qualified or unless an exemption from such registration and qualification is available. Although the Company has agreed to use its best efforts to register for resale the Shares and the Warrant Shares with the SEC, and to use its best efforts to keep such registration statement current and effective, there can be no assurance that such efforts will be successful. In any such event, the Shares and the Warrant Shares would not be registered for resale under the Act, and could only be sold by the holder in reliance upon exemptions from registration under the Act. (e) Subject to being resold pursuant to an effective registration statement, the Securities are being purchased for each Buyer’s own account for investment purposes only and not for the interest of any other person and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof. Although the Common Stock of USA is currently traded on the OTC Bulletin Board under the symbol USAT, each Buyer also understands that there may not be any established public trading market for the sale of the Shares or the Warrant Shares. (f) Each Buyer recognizes that the purchase of the Securities involves a high degree of risk including those special risks set forth under the caption "Risk Factors" and “Forward Looking Statements” in the Amendment No. 1 to Form S-1 Registration Statement of the Company (File No. 333-138116) filed with the Securities and Exchange Commission on December 7, 2006, all of which are incorporated herein by reference. (g) Subject to the registration rights set forth above, each Buyer understands that its right to transfer the Securities or Warrant Shares will be restricted as set forth on the stock certificates. Such restrictions include provisions against transfer unless such transfer is not in violation of the Act, or applicable state securities laws (including investor suitability standards). Each Buyer is familiar with Regulation M promulgated under the Act and agrees to comply with its obligations thereunder. (h) All information which Buyer has provided to the Company including, but not limited to, its tax identification number, its financial position, and status as an accredited investor, and its knowledge of financial and business matters is true, correct and complete as of the date of execution of this Stock Purchase Agreement. Each Buyer understands that USA will rely in a material degree upon the representations contained herein. (i) Each Buyer maintains a principal place of business at the address shown on the signature page of this Stock Purchase Agreement, at which address Buyer has subscribed for the Securities. (j) Each Buyer understands that legends may be placed on any certificate representing the Securities or the Warrant Shares substantially to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED. (k) The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby has been duly authorized by each Buyer.

Representations by Buyer. Buyer represents and warrants to the Company as follows: (a) Buyer has received, read and understands the provisions of each of the following: (i) the Company’s 's Annual Report on Form 10-K KSB for the fiscal year ended June 30, 20062002; (ii) the Company’s Current Report on Form 8-K filed with the SEC on October 13, 2006; (iii) the Company’s 's Quarterly Report on Form 10-Q QSB for the quarter ended September 30, 20062002; (iii) the Company's Quarterly Report on Form 10-QSB for the quarter ended December 31, 2002; (iv) the Company’s 's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2003; (v)the Company's Registration Statement on Form S-1 SB-2 (File No. 333-101032) filed on November 6, 2002 with the SEC on October 20, 2006 and Amendment No. 1 (as well as the first amendment thereto filed with the SEC on December 7April 17, 2006 2003 and the second amendment thereto filed with the SEC on August 5, 2003); (vi) the Company's Registration Statement on Form SB-2 (File No. 333-138116)107800) filed on August 8, 2003 with the SEC; (vvii) the risk factors definitive proxy statement of the Company filed with the SEC on June 11, 2003; and (viii) the Risk Factors section incorporated by reference herein in Section 4(f) hereof; (vi) the Company’s Current Report on Form 8-K filed with the SEC on November 14, 2006; and (vii) the Company’s Current Report on Form 8-K filed with the SEC on November 20, 2006. Buyer understands that all of the foregoing together with this Subscription Agreement shall be referred to herein as “"Offering Materials”". (b) Buyer has relied only upon the information presented and contained in the Offering Materials. Buyer has had the opportunity to ask of the person or persons acting on behalf of the Company any and all relevant questions in connection with any aspect of the Company including, but not limited to, the Securities offered by the Offering Materials and has received answers which it considers to be reasonably responsive to such questions. Buyer has had the opportunity to verify the accuracy of the information contained in the Offering Materials. (c) Buyer understands that it is subscribing for the Securities without being furnished any literature or prospectus in connection with the offering of the Securities other than the Offering Materials, and that the offering of the Securities presented in the Offering Materials will not have been scrutinized by the securities administrator or similar bureau, agency, or department of the state of his its residence. (d) Buyer understands (i) that neither the Securities nor the Warrant Shares have not been registered under the 33 Act or registered or qualified under the securities laws of the state of domicile of Buyer; (ii) that except as otherwise provided herein, Buyer has no right to require such registration or qualification; and (iii) that therefore Buyer must bear the economic risk of the investment for an indefinite period of time because neither the Securities nor the Warrant Shares may not be sold unless so registered or qualified or unless an exemption from such registration and qualification is available. Although the Company has agreed to use its best efforts to register for resale the Shares and the Warrant Shares Securities with the SEC, and to use its best efforts to keep such registration statement current and effective, there can be no assurance that such efforts will be successful. In any such event, the Shares and the Warrant Shares Securities would not be registered for resale under the 33 Act, and could only be sold by the holder in reliance upon exemptions from registration under the 33 Act. (e) Subject to being resold pursuant to an effective registration statement, the Securities are being purchased for Buyer’s 's own account for investment purposes only and not for the interest of any other person and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof. Although the Common Stock of USA is currently traded on the OTC Bulletin Board under the symbol USATUSTT, Buyer also understands that there may not be any established public trading market for the sale of the Shares or the Warrant SharesSecurities. (f) Buyer recognizes that the purchase of the Securities involves a high degree of risk including those special risks set forth under the caption "Risk Factors" and “"Forward Looking Statements” " in the Amendment No. 1 to Form S-1 SB-2 Registration Statement of the Company (File No. 333-138116107800) filed with the Securities and Exchange Commission SEC on December 7August 8, 20062003, all of which are incorporated herein by reference. (g) Subject to the registration rights set forth above, Buyer understands that its right to transfer the Securities or Warrant Shares will be restricted as set forth on the stock certificates. Such restrictions include provisions against transfer unless such transfer is not in violation of the 33 Act, or applicable state securities laws (including investor suitability standards). Buyer is familiar with Regulation M promulgated under the 33 Act and agrees to comply with its obligations thereunder. (h) All information which the Buyer has provided to the Company including, but not limited to, its tax identification number, its financial position, and status as an accredited investor, and its knowledge of financial and business matters is true, correct and complete as of the date of execution of this Stock Purchase Agreement. Buyer understands that USA will rely in a material degree upon the representations contained herein. (i) Buyer maintains a principal place of business at the address shown on the signature page attached schedule A of this Stock Purchase Agreement, at which address Buyer has subscribed for the Securities. (j) Buyer understands that legends may be placed on any certificate representing the Securities or the Warrant Shares substantially to the following effect: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS. SUCH SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED. (k) The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby has been duly authorized by Buyer.

Representations by Buyer. Buyer represents and warrants to the Company as follows: (a) Buyer has received, read and understands the provisions of each of the following: (i) the Company’s 's Annual Report on Form 10-K KSB for the fiscal year ended June 30, 20062002; (ii) the Company’s Current Report on Form 8-K filed with the SEC on October 13, 2006; (iii) the Company’s 's Quarterly Report on Form 10-Q QSB for the quarter ended September 30, 20062002; (iviii) the Company’s 's Registration Statement on Form S-1 filed with the SEC on October 20, 2006 and Amendment No. 1 thereto filed with the SEC on December 7, 2006 SB-2 (File No. 333-138116)101032) filed on November 6, 2002 with the Securities and Exchange Commission; and (viv) the risk factors Risk Factors section incorporated by reference herein in Section 4(f) hereof; (vi) the Company’s Current Report on Form 8-K filed with the SEC on November 14, 2006; and (vii) the Company’s Current Report on Form 8-K filed with the SEC on November 20, 2006. Buyer understands that all of the foregoing together with this Subscription Agreement shall be referred to herein as “"Offering Materials”". (b) Buyer has relied only upon the information presented and contained in the Offering Materials. Buyer has had the opportunity to ask of the person or persons acting on behalf of the Company any and all relevant questions in connection with any aspect of the Company including, but not limited to, the Securities or Additional Securities offered by the Offering Materials and has received answers which it considers to be reasonably responsive to such questions. Buyer has had the opportunity to verify the accuracy of the information contained in the Offering Materials. (c) Buyer understands that it is subscribing for the Securities and Additional Securities without being furnished any literature or prospectus in connection with the offering of the Securities and Additional Securities other than the Offering Materials, and that the offering of the Securities presented in the Offering Materials will not have been scrutinized by the securities administrator or similar bureau, agency, or department of the state of his residence. (d) Buyer understands (i) that neither the Securities nor the Warrant Shares have Additional Securities has been registered under the Act or registered or qualified under the securities laws of the state of domicile of Buyer; (ii) that except as otherwise provided herein, Buyer has no right to require such registration or qualification; and (iii) that therefore Buyer must bear the economic risk of the investment for an indefinite period of time because neither the Securities nor the Warrant Shares Additional Securities may be sold unless so registered or qualified or unless an exemption from such registration and qualification is available. Although the Company has agreed to use its best efforts to register for resale the Shares and the Warrant Shares Securities with the SECSecurities and Exchange Commission, and to use its best efforts to keep such registration statement current and effective, there can be no assurance that such efforts will be successful. In any such event, the Shares and the Warrant Shares Securities would not be registered for resale under the Act, and could only be sold by the holder in reliance upon exemptions from registration under the Act. (e) Subject to being resold pursuant to an effective registration statement, the Securities and the Additional Securities are being purchased for Buyer’s 's own account for investment purposes only and not for the interest of any other person and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof. Although the Common Stock of USA is currently traded on the OTC Bulletin Board under the symbol USATUSTT, Buyer also understands that there may not be any established public trading market for the sale of the Shares Securities or the Warrant SharesAdditional Securities. (f) Buyer recognizes that the purchase of the Securities or Additional Securities involves a high degree of risk including those special risks set forth under the caption "Risk Factors" and “"Forward Looking Statements” " in the Amendment No. 1 to Form S-1 SB-2 Registration Statement of the Company (File No. 333-138116101032) filed with the Securities and Exchange Commission on December 7November 6, 20062002, all of which are incorporated herein by reference. (g) Subject to the registration rights set forth above, Buyer understands that its right to transfer the Securities or Warrant Shares Additional Securities will be restricted as set forth on the stock certificates. Such restrictions include provisions against transfer unless such transfer is not in violation of the Act, or applicable state securities laws (including investor suitability standards). Buyer is familiar with Regulation M promulgated under the Act and agrees to comply with its obligations thereunder. (h) All information which Buyer has provided to the Company including, but not limited to, its tax identification number, its financial position, and status as an accredited investor, and its knowledge of financial and business matters is true, correct and complete as of the date of execution of this Stock Purchase Agreement. Buyer understands that USA will rely in a material degree upon the representations contained herein. (i) Buyer maintains a principal place of business at the address shown on the signature page of this Stock Purchase Agreement, at which address Buyer has subscribed for the SecuritiesShares. (j) Buyer understands that legends may be placed on any certificate representing the Securities or the Warrant Shares and Additional Securities substantially to the following effect: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS. SUCH SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED. (k) The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby has been duly authorized by Buyer.

Representations by Buyer. Buyer represents and warrants to the Company as follows: (a) Buyer has received, read and understands the provisions of each of the following: (i) the Company’s 's Annual Report on Form 10-K KSB for the fiscal year ended June 30, 20062002; (ii) the Company’s Current Report on Form 8-K filed with the SEC on October 13, 2006; (iii) the Company’s 's Quarterly Report on Form 10-Q QSB for the quarter ended September 30, 20062002; (iii) the Company's Quarterly Report on Form 10-QSB for the quarter ended December 31, 2003; (iv) the Company’s 's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2003; (v) the Company's Registration Statement on Form S-1 SB-2 (File No. 333-101032) filed on November 6, 2002 with the SEC on October 20, 2006 and Amendment No. 1 (as well as the first amendment thereto filed with the SEC on December 7April 17, 2006 2003 and the second amendment thereto filed with the SEC on August 5, 2003); (vi) the Company's Registration Statement on Form SB-2 (File No. 333-138116)1070800) filed on August 8, 2003 with the SEC; (vvii) the risk factors definitive proxy statement of the Company filed with the SEC on June 11, 2003; and (viii) the Risk Factors section incorporated by reference herein in Section 4(f) hereof; (vi) the Company’s Current Report on Form 8-K filed with the SEC on November 14, 2006; and (vii) the Company’s Current Report on Form 8-K filed with the SEC on November 20, 2006. Buyer understands that all of the foregoing together with this Subscription Agreement shall be referred to herein as “"Offering Materials”". (b) Buyer has relied only upon the information presented and contained in the Offering Materials. Buyer has had the opportunity to ask of the person or persons acting on behalf of the Company any and all relevant questions in connection with any aspect of the Company including, but not limited to, the Securities offered by the Offering Materials and has received answers which it he considers to be reasonably responsive to such questions. Buyer has had the opportunity to verify the accuracy of the information contained in the Offering Materials. (c) Buyer understands that it he is subscribing for the Securities without being furnished any literature or prospectus in connection with the offering of the Securities other than the Offering Materials, and that the offering of the Securities presented in the Offering Materials will not have been scrutinized by the securities administrator or similar bureau, agency, or department of the state of his residence. (d) Buyer understands (i) that neither the Securities nor the Warrant Shares have not been registered under the Act or registered or qualified under the securities laws of the state of domicile of Buyer; (ii) that except as otherwise provided herein, Buyer has no right to require such registration or qualification; and (iii) that therefore Buyer must bear the economic risk of the investment for an indefinite period of time because neither the Securities nor the Warrant Shares may not be sold unless so registered or qualified or unless an exemption from such registration and qualification is available. Although the Company has agreed to use its best efforts to register for resale the Shares and the Warrant Shares Securities with the SEC, and to use its best efforts to keep such registration statement current and effective, there can be no assurance that such efforts will be successful. In any such event, the Shares and the Warrant Shares Securities would not be registered for resale under the 33 Act, and could only be sold by the holder in reliance upon exemptions from registration under the 33 Act. (e) Subject to being resold pursuant to an effective registration statement, the The Securities are being purchased for Buyer’s 's own account for investment purposes only and not for the interest of any other person and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof. Although the Common Stock of USA is currently traded on the OTC Bulletin Board under the symbol USATUSTT, Buyer also understands that there may not be any established public trading market for the sale of the Shares or the Warrant SharesSecurities. (f) Buyer recognizes that the purchase of the Securities involves a high degree of risk including those special risks set forth under the caption "Risk Factors" and “"Forward Looking Statements” " in the Amendment No. 1 to Form S-1 SB-2 Registration Statement of the Company (File No. 333-138116107800) filed with the Securities and Exchange Commission on December 7August 8, 20062003, all of which are incorporated herein by reference. (g) Subject to the registration rights set forth above, Buyer understands that its his right to transfer the Securities or Warrant Shares will be restricted as set forth on the stock certificates. Such restrictions include provisions against transfer unless such transfer is not in violation of the Act, or applicable state securities laws (including investor suitability standards). Buyer is familiar with Regulation M promulgated under the Act and agrees to comply with its his obligations thereunder. (h) All information which Buyer has provided to the Company including, but not limited to, its tax identification his social security number, its his financial position, and status as an accredited investor, and its his knowledge of financial and business matters is true, correct and complete as of the date of execution of this Stock Purchase Agreement. Buyer understands that USA will rely in a material degree upon the representations contained herein. (i) Buyer maintains a his principal place of business domicile at the address shown on the signature page of this Stock Purchase Agreement, at which address Buyer has subscribed for the SecuritiesShares. (j) Buyer understands that legends may be placed on any certificate representing the Securities or the Warrant Shares substantially to the following effect: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS. SUCH SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED. (k) The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby has been duly authorized by Buyer.

Representations by Buyer. Buyer represents and warrants to the Company as follows: (a) Buyer has received, read and understands the provisions of each of the following: (i) the Company’s 's Annual Report on Form 10-K for the fiscal year ended June 30, 20062005; (ii) the Company’s 's Current Report on Form 8-K filed with the SEC Commission on October 13September 28, 20062005; (iii) the Company’s 's Quarterly Report on Form 10-Q for the quarter ended September 30, 20062005; (iv) the Company’s 's Registration Statement on Form S-1 filed with the SEC Commission on October 20May 13, 2006 and Amendment No. 1 thereto filed with the SEC on December 7, 2006 2005 (File No. 333-138116124078); (v) the risk factors incorporated by reference herein in Section 4(f4(i) hereof; and (vi) the Company’s Current Report on Form 8-K definitive proxy statement of the Company filed with the SEC on November 1417, 2006; and (vii) the Company’s Current Report on Form 8-K filed with the SEC on November 20, 20062005. Buyer understands that all of the foregoing together with this Subscription Agreement shall be referred to herein as “"Offering Materials”". (b) Buyer has relied only upon the information presented and contained in the Offering Materials. Buyer has had the opportunity to ask of the person or persons acting on behalf of the Company any and all relevant questions in connection with any aspect of the Company including, but not limited to, the Securities offered by the Offering Materials and has received answers which it considers to be reasonably responsive to such questions. Buyer has had the opportunity to verify the accuracy of the information contained in the Offering Materials. (c) Buyer understands that it is subscribing for the Securities without being furnished any literature or prospectus in connection with the offering of the Securities other than the Offering Materials, and that the offering of the Securities presented in the Offering Materials will not have been scrutinized by the securities administrator or similar bureau, agency, or department of the state of his residence. (d) Buyer understands (i) that neither the Securities nor the Warrant Shares have not been registered under the Act or registered or qualified under the securities laws of the state of domicile of Buyer; (ii) that except as otherwise provided herein, Buyer has no right to require such registration or qualification; and (iii) that therefore Buyer must bear the economic risk of the investment for an indefinite period of time because neither the Securities nor the Warrant Shares may not be sold unless so registered or qualified or unless an exemption from such registration and qualification is available. Although the Company has agreed to use its best efforts to register for resale the Shares and the Warrant Shares Securities with the SECSecurities and Exchange Commission, and to use its best efforts to keep such registration statement current and effective, there can be no assurance that such efforts will be successful. In any such event, the Shares and the Warrant Shares Securities would not be registered for resale under the Act, and could only be sold by the holder in reliance upon exemptions from registration under the Act. (e) Subject to being resold pursuant to an effective registration statement, the Securities are being purchased for Buyer’s 's own account for investment purposes only and not for the interest of any other person and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof. Although the Common Stock of USA is currently traded on the OTC Bulletin Board under the symbol USATUSTT, Buyer also understands that there may not be any established public trading market for the sale of the Shares or the Warrant SharesSecurities. (f) Buyer recognizes that the purchase of the Securities involves a high degree of risk including those special risks set forth under the caption "Risk Factors" and “"Forward Looking Statements” " in the Amendment No. 1 to Form S-1 Registration Statement of the Company (File No. 333-138116124078) filed with the Securities and Exchange Commission on December 7May 13, 20062005, all of which are incorporated herein by reference. (g) Subject to the registration rights set forth above, Buyer understands that its right to transfer the Securities or Warrant Shares will be restricted as set forth on the stock certificates. Such restrictions include provisions against transfer unless such transfer is not in violation of the Act, or applicable state securities laws (including investor suitability standards). Buyer is familiar with Regulation M promulgated under the Act and agrees to comply with its obligations thereunder. (h) All information which Buyer has provided to the Company including, but not limited to, its tax identification number, its financial position, and status as an accredited investor, and its knowledge of financial and business matters is true, correct and complete as of the date of execution of this Stock Purchase Agreement. Buyer understands that USA will rely in a material degree upon the representations contained herein. (i) Buyer maintains a principal place of business at the address shown on the signature page of this Stock Purchase Agreement, at which address Buyer has subscribed for the SecuritiesShares. (j) Buyer understands that legends may be placed on any certificate representing the Securities or the Warrant Shares substantially to the following effect: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS. SUCH SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED. (k) The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby has been duly authorized by Buyer.

Representations by Buyer. Each Buyer represents and warrants to the Company as follows: (a) Each Buyer has received, read and understands the provisions of each of the following: (i) the Company’s 's Annual Report on Form 10-K KSB for the fiscal year ended June 30, 20062002; (ii) the Company’s Current Report on Form 8-K filed with the SEC on October 13, 2006; (iii) the Company’s 's Quarterly Report on Form 10-Q QSB for the quarter ended September 30, 20062002; (iii) the Company's Quarterly Report on Form 10-QSB for the quarter ended December 31, 2002; (iv) the Company’s 's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2003; (v)the Company's Registration Statement on Form S-1 SB-2 (File No. 333-101032) filed on November 6, 2002 with the SEC on October 20, 2006 and Amendment No. 1 (as well as the first amendment thereto filed with the SEC on December 7April 17, 2006 2003 and the second amendment thereto filed with the SEC on August 5, 2003); (vi) the Company's Registration Statement on Form SB-2 (File No. 333-138116)107800) filed on August 8, 2003 with the SEC; (vvii) the risk factors definitive proxy statement of the Company filed with the SEC on June 11, 2003; and (viii) the Risk Factors section incorporated by reference herein in Section 4(f) hereof; (vi) the Company’s Current Report on Form 8-K filed with the SEC on November 14, 2006; and (vii) the Company’s Current Report on Form 8-K filed with the SEC on November 20, 2006. Each Buyer understands that all of the foregoing together with this Subscription Agreement shall be referred to herein as “"Offering Materials”". (b) Each Buyer has relied only upon the information presented and contained in the Offering Materials. Each Buyer has had the opportunity to ask of the person or persons acting on behalf of the Company any and all relevant questions in connection with any aspect of the Company including, but not limited to, the Securities offered by the Offering Materials and has received answers which it considers to be reasonably responsive to such questions. Each Buyer has had the opportunity to verify the accuracy of the information contained in the Offering Materials. (c) Each Buyer understands that it is subscribing for the Securities without being furnished any literature or prospectus in connection with the offering of the Securities other than the Offering Materials, and that the offering of the Securities presented in the Offering Materials will not have been scrutinized by the securities administrator or similar bureau, agency, or department of the state of his its residence. (d) Each Buyer understands (i) that neither the Securities nor the Warrant Shares have not been registered under the 33 Act or registered or qualified under the securities laws of the state of domicile of such Buyer; (ii) that except as otherwise provided herein, such Buyer has no right to require such registration or qualification; and (iii) that therefore such Buyer must bear the economic risk of the investment for an indefinite period of time because neither the Securities nor the Warrant Shares may not be sold unless so registered or qualified or unless an exemption from such registration and qualification is available. Although the Company has agreed to use its best efforts to register for resale the Shares and the Warrant Shares Securities with the SEC, and to use its best efforts to keep such registration statement current and effective, there can be no assurance that such efforts will be successful. In any such event, the Shares and the Warrant Shares Securities would not be registered for resale under the 33 Act, and could only be sold by the holder in reliance upon exemptions from registration under the 33 Act. (e) Subject to being resold pursuant to an effective registration statement, the Securities are being purchased for each Buyer’s 's own account for investment purposes only and not for the interest of any other person and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof. Although the Common Stock of USA is currently traded on the OTC Bulletin Board under the symbol USATUSTT, each Buyer also understands that there may not be any established public trading market for the sale of the Shares or the Warrant SharesSecurities. (f) Each Buyer recognizes that the purchase of the Securities involves a high degree of risk including those special risks set forth under the caption "Risk Factors" and “"Forward Looking Statements” " in the Amendment No. 1 to Form S-1 SB-2 Registration Statement of the Company (File No. 333-138116107800) filed with the Securities and Exchange Commission SEC on December 7August 8, 20062003, all of which are incorporated herein by reference. (g) Subject to the registration rights set forth above, each Buyer understands that its right to transfer the Securities or Warrant Shares will be restricted as set forth on the stock certificates. Such restrictions include provisions against transfer unless such transfer is not in violation of the 33 Act, or applicable state securities laws (including investor suitability standards). Each Buyer is familiar with Regulation M promulgated under the 33 Act and agrees to comply with its obligations thereunder. (h) All information which Buyer has the Buyers have provided to the Company including, but not limited to, its tax identification number, its financial position, and status as an accredited investor, and its knowledge of financial and business matters is true, correct and complete as of the date of execution of this Stock Purchase Agreement. Each Buyer understands that USA will rely in a material degree upon the representations contained herein. (i) Each Buyer maintains a principal place of business at the address shown on the signature page attached schedule A of this Stock Purchase Agreement, at which address each Buyer has subscribed for the Securities. (j) Each Buyer understands that legends may be placed on any certificate representing the Securities or the Warrant Shares substantially to the following effect: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS. SUCH SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED. (k) The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby has been duly authorized by each Buyer.