EXHIBIT 10.16

                                  EXHIBIT 10.16

      Memorandum of Understanding, dated May 13, 1996, between the Company
                               and Xxxxx Ulianova










                                     5-13-96

                           MEMORANDUM OF UNDERSTANDING

                              Re: U.S. Bridge Corp

1. Xxxxx Ulianova  ("UL")  residing at: 00 xxxxxxx xx Xxxxxxx Xxxxx 00000 Xxxxxx
will loan to Xxxxxx X. Xxxxxx, ("JMP"), x/x X.X. XXXXXX, 00-00 00xx Xxxxx Xxxxxx
XX 11368), the sum of 300,000.00 and JMP will simultaneously loan these funds to
USBG. UL will receive through their escrow agent:  Xxxx Xxxxxx,  Esq. the sum of
550,000 shares of common stock from JMP as collateral for the loan.  Upon NASDAQ
listing of USBG,  JMP will call his loan to USBG who will pay off the debt to UL
with 400,000  shares of stock which will be issued  pursuant to Regulation  "S".
The loan to JMP will be for a 90 day  period  at prime  plus 1%  interest.  Both
parties  acknowledge  that although the escrow  attorney holds 550,000 shares in
escrow,  the total shares due to UL, in event of a default on the loan to UL, is
400,000 common shares, issued pursuant to Regulation "S".

2. JMP will  issue an option to UL to  purchase  600,000  shares at the price of
$1.50.  The option  period shall begin from the date of the closing  (defined as
the wire transfer of the $300,000  dollars to JMP as per item #1.), and expire 6
months after USBG attains a NASDAQ listing.  This option may be exercised at any
time within the exercise period,  subject to a minimum bid price ($3.00), but no
shares exercised can be sold under the Registration (whether S-8 Registration or
Regulation  "S"  Registration),  for a minimum of 6 months  from the date of the
issuance of the option. The option is issued pursuant to Regulation "S" or under
an S-8  registration for JMP. The common stock in USBG must trade at a bid price
of $3.00 for ten consecutive trading days, before the option can be exercised by
UL.

3. UL will  have the  right to loan an  additional  $100,000  to JMP on the same
terms and conditions as paragraph #1 for a period of 30 days.


Agreed this 13th day of May, 1996



USBG by:  ___________________________             ________________________
          XXXXXX X. XXXXXX-PRES.                  XXXXX ULIANOVA