US Farms, Inc. Watch

from 8-K 5 pages Certificate of Designation, Number, Powers Preferences and Relative, Participating Optional, and Other Special Rights and the Qualifications, Limitations, Restrictions, and Other Distinguishing Characteristics of Series C Preferred Stock of US Farms, Inc

from 8-K 7 pages US Farms, Inc. Securities Purchase Agreement

from 8-K ~10 pages US Farms, Inc. Securities Purchase Agreement

from 10KSB ~10 pages Form of Stock Option Agreement

from 10SB12G/A ~10 pages Form of Promissory Note

from 10SB12G/A 1 page Date See Restrictive Legend on Reverse Incorporated Under the Laws of the State of California Number Shares San Diego Soccer Development Corporation Authorized Capital Stock: 20,000,000 Common Shares This Certifies That Is the Registered Holder of Shares 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 Be4 Hereunto Affixed. This Day of A.D. - Secretary (Seal) President Trisha M. Bollman Yan K. Skwara 1 <page> (Reverse Side) for Value Received Hereby Sell, Assign and Transfer Unto (Please Insert Social Security or Other Identifying Number of Assignee). Name and Address of Transferee Should Be Printed or Typewritten. Shares Represented by the Within Certificate And, if Required, 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 on This Assignment Must Correspond With the Name as Written Upon the Face of This Certificate, in Every Particular, Without Alteration or Enlargement, or Any Change Whatever. the Securities Represented by This Certificate Have Not Been Registered or Qualified Under the Securities Act of 1933 or the Securities Laws of Any State. the Securities May Be Offered or Sold Only if Registered and/or Qualified Pursuant to the Relevant Provisions of Applicable Federal and State Securities Laws, or if an Exemption From Such Registration and/or Qualification Is Applicable. 2 <page>

from 10SB12G ~10 pages Form of Promissory Note

from 10SB12G 1 page Date See Restrictive Legend on Reverse Incorporated Under the Laws of the State of California Number Shares San Diego Soccer Development Corporation Authorized Capital Stock: 20,000,000 Common Shares This Certifies That Is the Registered Holder of Shares 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 Be4 Hereunto Affixed. This Day of A.D. - Secretary (Seal) President Trisha M. Bollman Yan K. Skwara 1 <page> (Reverse Side) for Value Received Hereby Sell, Assign and Transfer Unto (Please Insert Social Security or Other Identifying Number of Assignee). Name and Address of Transferee Should Be Printed or Typewritten. Shares Represented by the Within Certificate And, if Required, 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 on This Assignment Must Correspond With the Name as Written Upon the Face of This Certificate, in Every Particular, Without Alteration or Enlargement, or Any Change Whatever. the Securities Represented by This Certificate Have Not Been Registered or Qualified Under the Securities Act of 1933 or the Securities Laws of Any State. the Securities May Be Offered or Sold Only if Registered and/or Qualified Pursuant to the Relevant Provisions of Applicable Federal and State Securities Laws, or if an Exemption From Such Registration and/or Qualification Is Applicable. 2 <page>