Exhibit 4.2  


USA CAPITAL FIRST TRUST DEED FUND, LLC

A Nevada Limited-Liability Company  


SUBSCRIPTION BOOKLET AND INSTRUCTIONS  




SUBSCRIPTION INSTRUCTIONS  


        Attached is the Subscription Agreement and Limited Power of Attorney (the "Subscription Agreement") relating to the purchase of the limited-liability company
membership units of USA Capital First Trust Deed Fund, LLC, a Nevada limited-liability company (the "Company"). The Company is offering an aggregate of 24,000 Class A, Class B and
Class C limited-liability company membership units (the "Units") at a purchase price of $5,000.00 per Unit for an aggregate offering amount of $120,000,000.00. The Units are being offered
pursuant to the Company's Prospectus dated as of            , 2003, as amended from time to time by the Company. 


        A
prospective investor desiring to subscribe for Units must complete and execute the Subscription Agreement in accordance with the instructions herein and send this completed
Subscription Booklet and payment for the relevant Units as follows: 



	1.
	Verification
of Investor Suitability: Please initial the appropriate boxes in Section 2 of the Subscription Agreement (Page 3) to verify whether the prospective investor
is suitable to purchase the Units.



	2.
	Subscription
for Units: Please indicate in Section 4 of the Subscription Agreement (Page 4) the number of Units to be purchased.



	3.
	Classification
of Units: Of the Units to be purchased, please indicate in Section 5 of the Subscription Agreement (Page 4) the class of Units for the Units to be
purchased.



	4.
	Distribution
or Reinvestment Election: Please indicate in Section 6 of the Subscription Agreement (Page 5) the election of the prospective investor on whether to reinvest
or receive monthly distributions, if any.



	5.
	Investor
Information: Please complete Section 7 of the Subscription Agreement (Pages 5-6) by providing the relevant name, address and contact information.



	6.
	Signature
Page. Please date and sign the signature page to this Subscription Agreement (Page 7). 




        Once
the Subscription Booklet is fully completed and executed, the Subscription Booklet and the payment for the Units should be sent to: 





USA
Capital First Trust Deed Fund, LLC

c/o USA Securities, LLC

4484 South Pecos Road

Las Vegas, Nevada 89121. 





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SUBSCRIPTION AGREEMENT AND LIMITED POWER OF ATTORNEY  


        Pursuant to the terms and conditions of this Subscription Agreement and Limited Power of Attorney (this "Agreement"), the undersigned hereby applies to become a
member ("Member") of USA Capital First Trust
Deed Fund, LLC, a Nevada limited-liability company (the "Company"), and subscribes to purchase the number of limited-liability company membership units in the Company (the "Units") herein indicated in
accordance with the Company's Prospectus, as amended (the "Prospectus"), and the terms and conditions of the Company's Amended and Restated Operating Agreement, as amended (the "Operating Agreement"),
a copy of which is provided as part of the Prospectus. 


        1.    REPRESENTATIONS AND WARRANTIES.    The undersigned represents
and warrants to the Company and its manager, USA Capital Realty Advisors, LLC, a Nevada limited-liability company, its successors and assigns (the "Manager") as follows: 



        (a)   The
undersigned has received, read and fully understand the Prospectus, and in making this investment, the undersigned is relying only on the information provided
therein and has not relied on any statements or representations inconsistent with those contained in the Prospectus. 


        (b)   The
undersigned is aware that this subscription may be rejected in whole or in part by the Manager in its sole and absolute discretion and that the investment, if
accepted, is subject to certain risks described in part in the Prospectus in the section entitled "Risks Factors." 



        (c)   The
undersigned understands that the Units may not be sold or otherwise disposed of without the prior written consent of the Manager, which consent may be granted or
withheld in its sole discretion, and that any transfer is subject to numerous other restrictions described in the Prospectus and in the Operating Agreement. The undersigned has liquid assets
sufficient to assure the undersigned that such purchase will cause the undersigned no undue financial difficulties and that the undersigned can provide for the undersigned's current needs and possible
personal contingencies, or if the undersigned is the trustee of a retirement trust, that the limited liquidity of the Units will not cause difficulty in meeting the trust's obligations to make
distributions to plan participants in a timely manner. 


        (d)   The
undersigned is of the age of majority (as established in the state in which the undersigned is domiciled), if an individual, and, in any event, the undersigned has
full power, capacity and authority to enter into a contractual relationship with the Company. If acting in a representative or fiduciary capacity for a corporation, fund or trust, or as a custodian or
agent for any person or entity, the undersigned has full power or authority to enter into this Agreement in such capacity and on behalf of such corporation, fund, trust, person or entity. 


        (e)   The
undersigned is buying the Units solely for the undersigned's own account, or for the account of a member or members of undersigned's immediate family or in a
fiduciary capacity for the account of another person or entity, and not as an agent for another. 


        (f)    The
undersigned acknowledges and agrees that counsel representing the Company, the Manager and their affiliates does not represent the undersigned and shall not be
deemed under the applicable codes of professional responsibility to have represented or to be representing the undersigned or any other investor in any respect. 


        (g)   To
the extent that the undersigned is purchasing the Units in a fiduciary capacity or as a custodian for the account of another person or entity, the undersigned has
been directed by that person or entity to purchase the Units, and such person or entity is aware of the purchase of the Units on such person's or entity's behalf, and consents thereto and is aware of
the merits and risks involved in the investment in the Company. 


        (h)   The
undersigned understands that an investment in the Units will not, in itself, create a retirement plan as described in the Internal Revenue Code of 1986, as amended
(the "Code"), and that, to create a retirement plan, the undersigned must comply with all applicable provisions of the Code. 


        (i)    The
undersigned: (i) is or will be in a financial position appropriate to enable the undersigned to realize to a significant extent the benefits described in the
Prospectus, including the tax benefits where they are a significant aspect of the Company; (ii) has a fair market net worth sufficient to sustain the risks inherent in the Company, including
loss of investment and lack of liquidity; and (iii) the investment in the Company is otherwise suitable for the undersigned. 



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        (j)    The
undersigned understands that: (i) it may not be possible to readily liquidate an investment in the Company; (ii) there is no public market for the
Units; (iii) no public market for the Units is expected to develop; (iv) even if a potential buyer could be found, the transferability of the Units is also restricted by the provisions
of the state and federal securities laws; and (v) any sale or transfer of Units also requires the prior written consent of the Manager, which may be withheld in its sole discretion. 




        By
making these representations, the undersigned has not waived any right of action available under applicable federal or state securities laws. 


        2.    INVESTOR SUITABILITY.    The undersigned hereby acknowledges and
understands that an investment in the Units involves a high degree of risk and hereby represents and warrants that the undersigned: (a) is able to bear the loss of the undersigned's entire
investment without any material adverse effect on the undersigned's economic stability, (b) understands that an investment in the Company involves substantial risks; and (c) has such
knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of the investment to be made by the undersigned pursuant to the
Prospectus. 


        In
addition, the undersigned represents and warrants that the undersigned is a resident of one of the following states and meets one of the investor suitability requirements for such
state: 



	 	 	o	 	CALIFORNIA
	

 	
 	

 	
 	

If a resident of California, the undersigned represents and warrants that the undersigned:
	

 	
 	

 	
 	

o	
 	

1.a.	
 	

Has a minimum net worth of $60,000 (exclusive of home, home furnishings and automobiles) and minimum annual gross income of $60,000, where the investment does not represent more than 10% of the undersigned's net worth
	

-OR-
	

 	
 	

 	
 	

o	
 	

1.b.	
 	

Has a minimum net worth of $225,000 (exclusive of home, home furnishings and automobiles)
	

-OR-
	

 	
 	

 	
 	

o	
 	

1.c.	
 	

Is purchasing in a fiduciary capacity for a person meeting the requirements of either 1.a or 1.b above
	

 	
 	

o	
 	
ALL OTHER STATES
	

 	
 	

 	
 	

If a resident of any other state, the undersigned represents and warrants that the undersigned:
	

 	
 	

 	
 	

o	
 	

2.a.	
 	

Has a minimum net worth of $45,000 (exclusive of home, home furnishings and automobiles) and minimum annual gross income of $45,000
	

-OR-
	

 	
 	

 	
 	

o	
 	

2.b.	
 	

Has a minimum net worth of $150,000 (exclusive of home, home furnishings and automobiles)
	

-OR-
	

 	
 	

 	
 	

o	
 	

2.c.	
 	

Is purchasing in a fiduciary capacity for a person meeting the requirements of either 2.a or 2.b above





        3.    ACCEPTANCE OF OPERATING AGREEMENT.    By execution of this
Agreement, the undersigned acknowledges and understands that the ownership of the Units and the management of the Company are governed solely by the terms and conditions of the Operating Agreement. In
addition, the undersigned acknowledges: 



        (a)   The
receipt of the Operating Agreement; 


        (b)   The
ability to review the terms and conditions of the Operating Agreement (either with or without the undersigned's own legal counsel or business or tax advisor); 



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        (c)   The
ability to ask questions of and receive answers from the Company with respect to the Operating Agreement (with all such questions, if any, being answered to the full
satisfaction of the undersigned); and 


        (d)   The
acceptance to be bound by the terms and conditions of the Operating Agreement. 




        4.    PURCHASE OF UNITS; PAYMENT.    The undersigned hereby agrees to
subscribe to the following number of Units at the purchase price of Five Thousand Dollars (US $5,000) per Unit, payable in cash concurrently with delivery of this Agreement: 



	PURCHASE PRICE PER UNIT:	 	$	5,000.00
	 	NUMBER OF UNITS TO BE PURCHASED (MINIMUM OF TWO (2) UNITS):	 	x	        
	TOTAL PURCHASE PRICE:	 	$	 





        The
total purchase price is payable in cash concurrently with delivery of this Agreement either through wire transfer, previously delivered, or through personal or certified check. Until
the Company has sold the minimum 300 Units and before September 30, 2003, payments should be made to our escrow agent as follows: "Wells Fargo Bank fbo USA Capital First Trust Deed Fund." Once
the Company has sold the minimum 300 units by September 30, 2003, payments should be made to "USA Capital First Trust Deed Fund, LLC." The total purchase price should be returned with this
completed and executed Agreement to: 





USA
Capital First Trust Deed Fund, LLC

c/o USA Securities, LLC

4484 South Pecos Road

Las Vegas, Nevada 89121. 






        The
undersigned understands that the subscription funds will not be entitled to distributions from the Company until the undersigned is admitted to the Company as a Member. 


        5.    CLASSIFICATION OF UNITS.    As described in the sections
entitled, "Terms of the Offering—Classification of Units" and "Summary of Operating Agreement—Classification of Units," of the Prospectus, the undersigned is required to select
a class for the Units to be purchased, where such selection is subject to the approval of the Manager. The three classes of Units are identical in right and obligation with the exception of the
relevant holding periods for which the Units must be held and the relevant preferred returns for the Units. The relevant holding periods and the preferred returns for the Class A Units, the
Class B Units or the Class C Units are provided for below. As discussed in the Prospectus, since the preferred returns for each class will vary during the course of the Company's
offering, as adjusted by the Manager in light of applicable market conditions, the preferred returns for the classes and the spreads between the same will be maintained for Units issued as of any one
date and may vary for Units of the same class issued as of different dates. The undersigned hereby designates the Units to be purchased as follows: 



	 
	 	CLASS
	 	HOLDING PERIOD
	 	PREFERRED RATE OF RETURN AS OF MAY

31, 2003
	 	NUMBER OF UNITS

	o	 	Class A	 	Twelve (12) months	 	9% per annum	 	            Units
	o	 	Class B	 	Twenty-four (24) months	 	10% per annum	 	            Units
	o	 	Class C	 	Thirty-six (36) months	 	11% per annum	 	            Units
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Total	 	            Units





        6.    ELECTION TO RECEIVE OR REINVEST DISTRIBUTIONS.    The
undersigned acknowledges and understands that the Company maintains a distribution reinvestment plan under which the undersigned may elect to receive or reinvest cash distributions. For additional
information, see the sections of the Prospectus entitled "Summary—Distribution Reinvestment Plan" and "Summary of Operating Agreement—Receipt or Reinvestment of Distributions."
Accordingly, to the extent that the undersigned remains qualified to purchase the Units and the Units are registered under the Securities Act of 1933, as amended, and applicable state securities
statutes or an exemption from such registration is available, the undersigned may continue participating in the Company's distribution reinvestment plan. In order to elect whether to receive or
reinvest monthly cash distributions, please choose one of the following two options: 


	o
	OPTION
A: The undersigned elects to participate in the Company's distribution reinvestment plan rather than receive distributions in cash. 


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	o
	OPTION
B: The undersigned elects not to participate in the Company's distribution reinvestment plan and, instead, elects to receive
distributions in cash. 



        If
you check neither blank, the undersigned will be considered to have elected to receive distributions in cash (Option B). 


        7.    INVESTOR INFORMATION.    (Please print or type.) 



        Please
complete the following, as applicable. (Investments by more than one of the following entities, even if related to each other or controlled by the same person, require completion
of a separate Subscription Agreement and Limited Power of Attorney.) 



	INDIVIDUAL:
	

Name:	

 	
 	

SSN:	

 
	 	
	 	 	

	

Address:	

 	
 	

Email:	

 
	 	
	 	 	

	

 	

	
 	

 	

 
	

Telephone:	

(          )
          —                    	
 	

Telephone:	

(          )
          —                    
	(Home)	 	 	(Office)	 
	

Joint Investor /Additional Signatory (if applicable)
	

Name:	

 	
 	

SSN:	

 
	 	
	 	 	

	

Address:	

 	
 	

Email:	

 
	 	
	 	 	

	

 	

	
 	

 	

 
	

Telephone:	

(          )
          —                    	
 	

Telephone:	

(          )
          —                    
	(Home)	 	 	(Office)	 
	
INDIVIDUAL RETIREMENT ACCOUNT ("IRA") OR PENSION OR PROFIT SHARING TRUST ("ERISA PLAN"):
	

Trustee:	

 	
 	

Tax ID No.:	

 
	 	
	 	 	

	

Address:	

 	
 	

Acct. No.:	

 
	 	
	 	 	

	

 	

	
 	

 	

 
	

Telephone:	

(          )
          —                    	
 	

Telephone:	

(          )
          —                    
	(Home)	 	 	(Office)	 
	

 	

Names of All Participants:	
 	

 	

 
	 	 	 	

	 	 	 	

	 	 	 	

	
CORPORATION, BUSINESS TRUST, LIMITED-LIABILITY COMPANY, PARTNERSHIP, TRUST OR OTHER:
	

Name:	

 	
 	

Tax ID No.:	

 
	 	
	 	 	

	

Address:	

 	
 	

Acct. No.:	

 
	 	
	 	 	

	 	
	 	 	 
	

Telephone:	

(          )
          —                    	
 	

Telephone:	

(          )
          —                    
	(Home)	 	 	(Office)	 
	

 	

Names of All Equity Owners, Partners or Grantors:	
 	

 	

 
	 	 	 	

	 	 	 	

	 	 	 	






        8.    LIMITED POWER OF ATTORNEY.    The undersigned hereby irrevocably
constitutes and appoints the Manager as the undersigned's true and lawful attorney-in-fact, with full power and authority for the 


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undersigned,
and in the undersigned's name, place and stead, to execute, acknowledge, verify, deliver, record, publish and file on the undersigned's behalf the following: 



        (a)   The
Operating Agreement and the articles of organization of the Company and any amendments thereto or cancellations thereof required under the laws of the State of
Nevada; 


        (b)   Any
other certificates, instruments and documents as may be required by, or may be appropriate under, the laws of any state or other jurisdiction in which the Company is
doing or intends to do business; and 


        (c)   Any
documents that may be required to effect the continuation of the Company, the admission of an additional or substituted Member, or the dissolution and termination of
the Company. 




        This
limited power of attorney is a special power of attorney and is coupled with an interest in favor of the Manager and as such: 



        (x)   Shall
be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any party granting this limited power of attorney,
regardless of whether the Company or the Manager shall have had notice thereof; 


        (y)   May
be exercised for a Member by a facsimile signature of the Manager or, after listing more than one Member, including the undersigned, by a single signature of the
Manager acting as attorney in fact for all of them; and 


        (z)   Shall
survive the delivery of an assignment by a Member of the whole or any portion of the Member's Units in the Company, except that where the assignee thereof has been
approved by the Manager for admission to the Company and a substituted Member, this limited power of attorney given by the assignor shall survive the delivery of such assignment for the sole purpose
of enabling the Manager to execute, acknowledge, and file any instrument necessary to effect such substitution. 




        9.    INDEMNIFICATION.    THE UNDERSIGNED AGREES TO INDEMNIFY, DEFEND
(BY COUNSEL REASONABLY ACCEPTABLE TO THE INDEMNIFIED PARTY) AND HOLD THE COMPANY, THE MANAGER, ITS MEMBERS AND THEIR RESPECTIVE MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, AND EACH OF THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES AND DAMAGES (INCLUDING, WITHOUT LIMITATION, ALL ATTORNEYS' FEES, WHICH SHALL BE PAID AS INCURRED)
THAT ANY OF THEM MAY INCUR, IN ANY MANNER OR TO ANY PERSON, BY REASON OF THE FALSITY, INCOMPLETENESS OR MISREPRESENTATION OF ANY INFORMATION FURNISHED BY THE UNDERSIGNED HEREIN OR IN ANY DOCUMENT
SUBMITTED HEREWITH. 


        10.    ACCEPTANCE.    This Agreement will be accepted or rejected by
the Manager within fifteen (15) days of its receipt by the Company. Upon acceptance, this subscription will become irrevocable, and will obligate the undersigned to purchase the number of Units
specified herein, for the purchase price of Five Thousand Dollars (US $5,000) per Unit. The Manager will return a countersigned copy of this Agreement to the undersigned, which copy of this Agreement
(together with the cancelled check or other evidence of payment) will be evidence of the purchase of the Units by the undersigned. 


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        IN
WITNESS WHEREOF, the undersigned hereby agrees to become a Member in USA Capital First Trust Deed Fund, LLC, a Nevada limited-liability company, upon the terms and conditions set
forth herein and in the Operating Agreement. 



	INDIVIDUAL:
	

 	

 	
 	

Date:	

 
	
 (Signature of Subscriber)	 	 	

	

By:	

 	
 	

 	

 
	 	
 (Print Name of Subscriber)	 	 	 
	

 	

 	
 	

Date:	

 
	
 (Signature of Joint Investor / Additional Signatory) (if applicable)	 	 	 
	

By:	

 	
 	

 	

 
	 	
 (Print Name of Joint Investor / Additional Signatory)	 	 	 
	
CORPORATION, TRUST OR OTHER:	
 	

 	

 
	

 	

 	
 	

Date:	

 
	
 (Signature of Authorized Signatory)	 	 	

	

By:	

 	
 	

 	

 
	 	
 (Print Name of Authorized Signatory)	 	 	 
	

Its:	

 	
 	

 	

 
	 	
 (Print Title of Authorized Signatory)	 	 	 
	
IRA or ERISA Plan:
	

 	

 	
 	

Date:	

 
	
 (Signature of Individual Plan Participant)	 	 	

	

By:	

 	
 	

 	

 
	 	
 (Print Name of Individual Plan Participant)	 	 	 
	

 	

 	
 	

Date:	

 
	
 (Signature of Custodian or Trustee)	 	 	

	

By:	

 	
 	

 	

 
	 	
 (Print Name of Custodian or Trustee)	 	 	 
	

Its:	

 	
 	

 	

 
	 	
 (Print Title of Custodian or Trustee)	 	 	 
	

FOR IRA OR ERISA PLANS, BOTH TRUSTEE AND BENEFICIAL OWNER(S) MUST SIGN.




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ACCEPTANCE  


        The foregoing Subscription Agreement and Limited Power of Attorney is hereby accepted by USA Capital First Trust Deed Fund, LLC, a Nevada limited-liability
company, for the number and class of Units indicated below. 


Dated:                        ,
20        



	USA CAPITAL FIRST TRUST DEED FUND, LLC	 	 
	

By:	
USA CAPITAL REALTY ADVISORS, LLC,

its sole manager	
 	

 
	

 	

By:	
USA INVESTMENT PARTNERS, LLC,

its sole manager	
 	

 
	

 	

 	

By:	
USA COMMERCIAL MORTGAGE COMPANY,

its sole manager	
 	

 
	

 	

 	

 	

By:	
 	

 	
 	

 
	 	 	 	 	 	
	 	 
	

 	

 	

 	

 	
 	

	
 	

 
	

 	

 	

 	

Its:	
 	

 	
 	

 
	 	 	 	 	 	
	 	 




INVESTMENT SUMMARY  



	EFFECTIVE DATE OF INVESTMENT	 	                        ,20        
	NUMBER OF UNITS PURCHASED	 	                        UNITS





       





	CLASSIFICATION OF UNITS
	 	NUMBER
	 	HOLDING PERIOD
	 	PREFERRED RETURN

	Class A	 	            Units	 	12 Months	 	            % per annum
	Class B	 	            Units	 	24 Months	 	            % per annum
	Class C	 	            Units	 	36 Months	 	            % per annum
	TOTAL	 	            Units	 	 	 	 




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