USA Finance Inc Watch

from SB-2 ~20 pages Stock Purchase Agreement

from SB-2 1 page Amendment to the Agreement and Plan of Reorganization This Amendment, Made This 28th Day of March, 1996, by and Among Lmi Acquisition Corp., a Delware Corporation (Hereinafter, "Acquiror"), Gold Coast Finance, Inc., a Florida Corporation (Hereinafter, "Acquiree"), and Roberta Margolis, Steven Margolis, and Mark Margolis (Hereinafter, Individually, Each a "Shareholder" and Collectively the "Shareholders"). Whereas, Acquiror, Acquiree and Shareholders Entered Into an Agreement and Plan of Reorganization Dated May 15, 1995, as Subsequently Amended on July 17, 1995 and January 26, 1996 (The "Agreement"); and Whereas, the Parties to the Agreement Now Desire to Further Amend the Agreement. Now, Therefore, in Consideration of the Mutual Covenants and Agreements Contained Herein, the Parties Hereto, Intending to Be Legally Bound, Hereby Agree as Follows: 1. Section 2.2 of the Agreement Shall Be Deleted in Its Entirety and Instead Be Replaced With the Following: "2.2 Issuance of Additional Shares at the Closing. in Addition, at the Closing, Acquiror Shall Also Issue to the Shareholders 320,000 Shares of Restricted Common Stock of Acquiror, 160,000 of Which Shall Be Issued to Steven Margolis and 160,000 Issued to Mark Margolis. 2. the Form of Employment Agreements to Be Issued to Steven Margolis and Mark Margolis at the Closing Shall Be in the Form Attached Hereto as Exhibits a and B Respectively. 3. Except as Amended and Modified Herein, the Agreement Is Hereby Ratified and Confirmed in All Other Respects. <page> in Witness Whereof, This Amendment Has Been Executed by the Duly Authorized Representatives Hereto on the Day Above Written. Attest: Lmi Acquisition Corp. /S/ Ted Zobian By: /S/ Andrew Panzo - Gold Coast Finance, Inc. By: /S/ Mark Margolis - Witnesses: Shareholders: /S/ Steven Margolis - Steven Margolis /S/ Mark Margolis - Mark Margolis /S/ Roberta Margolis - Roberta Margolis

from SB-2 1 page Gold Coast Finance, Inc. 16853 Northeast Second Avenue, Suite 401 North Miami Beach, Florida 33162 January 26, 1996 Lmi Acquisition Corp. 401 City Avenue, Suite 725 Bala Cynwyd, Pennsylvania 19004 Re: Agreement and Plan of Merger by and Between Lmi Acquisition Corp. and Gold Coast Finance, Inc. Dated May 19, 1995, as Amended From Time to Time (The "Agreement") Gentlemen: This Will Confirm That Any Shares of Series a $4 Convertible Preferred Stock of Lmi Purchased Upon Conversion of the Debentures Sold Pursuant to the Securities Purchase Agreement Dated January , 1996 Shall Be Treated for All Purposes Under the Agreement as if the Shares Were Part of the "Equity Funding" as Defined in Section 8.2 of the Agreement. in Addition, the Shares Shall Be Also Deemed to Be Part of the "Private Placement," as Defined in Section 3(ii) of the Investment Banking Advisor Agreement. Very Truly Yours, Gold Coast Finance, Inc. By: /S/ Mark Margolis Agreed To: Lmi Acquisition Corp. By: /S/ David Alperin

from SB-2 1 page Amendment to Agreement

from SB-2 ~20 pages Agreement and Plan of Reorganization