Stock Subscription Agreements ▼

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES PURCHASED HEREUNDER MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER
APPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION FROM REGISTRATION
REQUIREMENTS THEREUNDER.

                       SECOND AMENDMENT AND SUPPLEMENT TO
                           . . .

CONSOLE MARKETING INC
_____________

EX-4.2
6
                          STOCK SUBSCRIPTION AGREEMENT


TO:      Console Marketing Inc. , a Nevada state corporation

ADDRESS: Suite 202, 1166 Alberni Street
         Vancouver, British Columbia CANADA V6E 3Z3


1.   Share Subscription. The undersigned ("Subscriber") hereby agrees to
     ------------------
     purchase __________________________________ (__________) shares 
_____________

                          STOCK SUBSCRIPTION AGREEMENT
                          ----------------------------

     THIS STOCK SUBSCRIPTION AGREEMENT ("Agreement"), dated as of             by
and between U.S.I. HOLDINGS CORPORATION, a Delaware corporation (the "Company")
and (the "Purchaser").

                                R E C I T A L S :
                                - - - - - - - -

     A. The Company is a party to a Stock Purchase Agreement, dated as of
                (as amended from time to time, the "Purchase Agreement"), by  . . .