To Become Effective Upon Filing
                                                 Pursuant to Rule 462

As filed with the U.S. Securities and Exchange Commission

                                Registration No.

-------------------------------------------------------------------

                       Securities and Exchange Commission
                              Washington D.C. 20549
                                    Form S-8


                             Registration Statement
                                      Under
                           The Securities Act of 1933


                                   USABG CORP.
               (Exact name of issuer as specified in its charter)

      Delaware                                          11-2974406
State of Incorporation                       (I.R.S. Employer Identification No)

                       53-09 97th Place, Corona N.Y. 11368
                    (Address of Principal Executive Offices)

                        SENIOR MANAGEMENT INCENTIVE PLAN
                            (Full Title of the Plan)

                         c/o Joseph Polito - USABG CORP.
                                             53-09 97th Place,
                                             Corona, N.Y.  11368
                     (Name and Address of Agent for Service)

                                 (718) 699-0100
                  (Telephone Number including area code of
                  agent of service)

--------------------------------------------------------------------------------

Approximate  Date of  Commencement  of Proposed sales under the Plan: as soon as
practicable after this Registration Statement becomes effective.

Total number of Pages    59

Exhibit Index begins sequentially on numbered page:     8
<PAGE>


                      Calculation of the Registration Fees


Title of Securities  Amount to     Proposed   Proposed  Amount of
to be Registered     be registered Maximum    Maximum   Registra-
                                   Offering   Aggregate tion Fee
                                   Price Per  Offering
                                   Share      Price
-----------------------------------------------------------------


Shares of
Common Stock
 .001 par value
per share                500*      $1.10     $    550.00   $   .16
                     200,000**      2.125     425,000.00    125.38
                    --------                 -----------   ------- 

         Total =     200,500                 $425,550.00   $125.54





*  to  amend  prior  Registration   Statement  filed  February  28,  1997  which
inadvertently  deleted such shares which had been authorized as a year end bonus
to its employees pursuant to the Company's Senior Management  Incentive Plan and
hereby register such 500 shares.

**the  issuance of the 200,000  shares of Common Stock being  registered  hereby
were authorized by the Company on December 5, 1997 and issued in escrow in March
1998 pending vesting pursuant to the Company's Senior Management Incentive Plan.

(1)  merely for the  purpose of  computing  the  Registration  Fee and not as an
indicated indicia of market value.


                                      -2-
<PAGE>
PART I    INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS

Item 1.   Plan Information

                  (See attached Exhibit Four)

Item 2.           Registrant Information and Employee Plan Annual
                  Information

                  All employee  participants  are entitled to,  without  charge,
                  upon  written  or  oral  request,  a  copy  of  all  documents
                  referenced below which are incorporated by reference in Item 3
                  of Part II of the  registration  statement (the  "Registration
                  Statement").  Such documents are  incorporated by reference in
                  the Section  10(a)  prospectus  and shall be provided  without
                  charge.  Any such other  documents  required to be provided to
                  employee   participants   pursuant   to  Rule  428(b)  of  the
                  Securities  Act of 1933 (the "Act") shall likewise be provided
                  without charge, upon written or oral request made to Ronald J.
                  Polito,  Secretary,  53-09 97th Place, Corona, New York 11368,
                  (718) 699-0100.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

                  There are  incorporated  herein  by  reference  the  following
                  documents:

         a.       USABG Corp.'s Amendment No. 2 to Form SB-2 (the "Company"), as
                  filed  with  the  Securities  and  Exchange   Commission  (the
                  "Commission")  on  June  2,  1998,  which  contains  certified
                  financial  statements  for the  Company's  latest  fiscal year
                  ended June 30, 1997.

         b.       The Company's  Forms 10-QSB filed with the  Commission for the
                  quarters ended December 31, 1997 and March 31, 1998.

         c.       The description of the Company's common stock contained in the
                  Company's  Amendment  No.  2 to Form  SB-2 as  filed  with the
                  Commission on June 2, 1998.

         d.       All reports  subsequently filed by the Company pursuant to the
                  Sections 13 (a), 13 (c),  14 and 15 (d) of the  Exchange  Act,
                  prior  to  the  filing  of a  post-effective  amendment  which
                  indicates that all securities  offered have been sold or which
                  deregisters  all securities  then remaining  unsold,  shall be
                  deemed to be  incorporated  herein by reference and to be part
                  hereof from the date of filing of such documents.

Item 4.           Description of Securities

                                      -3-
<PAGE>
                  The Company has authorized  50,000,000 shares of Common Stock,
                  par value $.001 ("Common  Stock"),  and  10,000,000  shares of
                  Preferred Stock.

                  A maximum of  2,000,000  shares of Common  Stock (the  "Common
                  Stock"),  par value $.001 per share, may be issued pursuant to
                  the Company's Senior  Management  Incentive Plan (the "Plan").
                  This  Registration   Statement  serves  also  to  reflect  and
                  memorialize  the  Amendment to the Plan which  occurred at the
                  Company's annual meeting held on January 9, 1997 at which time
                  the  number of shares  issuable  under the Plan was  increased
                  from  1,000,000 to  2,000,000.  The Company  hereby  registers
                  200,500  shares of Common  Stock  only  consisting  of 200,000
                  restricted shares of Common Stock authorized  December 5, 1997
                  to certain  Executive  Officers of the Company pursuant to the
                  Plan and issued, in escrow in March 1998 pending vesting.  The
                  remaining 500 shares  represent  shares that were to have been
                  issued  and  registered  pursuant  to and  under  the Form S-8
                  Registration  Statement  filed  February  24, 1997 having been
                  authorized  for  issuance  on  December  2,  1996  to  certain
                  employees   of  the   Company,   but   which   were,   through
                  inadvertence, not included in said Registration Statement.

                  Holders of the Company's Common Stock are entitled to one vote
                  per share on each matter  submitted to a vote of stockholders.
                  Shares of Common Stock do not carry  cumulative  voting rights
                  and  therefore,  holders of the  majority  of the  outstanding
                  shares of Common  Stock are able to elect the entire  board of
                  directors and, if they do so, minority  stockholders would not
                  be able to elect any members to the board of directors.

                  The Company's board of directors has authority, without action
                  by the Company's stockholders,  to issue all or any portion of
                  the authorized but unissued  shares of Common Stock,  which if
                  done  would  reduce  the  existing  stockholder's   percentage
                  ownership  of the Company and may dilute the book value of the
                  Common Stock.

                  Stockholders  of the  Company  have no  preemptive  rights  to
                  acquire additional shares of Common Stock. The Common Stock is
                  not  subject  to  redemption,   carries  no   subscription  or
                  conversion rights.

                  In the event of  liquidation  of the  Company,  the holders of
                  Common Stock are entitled to share equally in corporate assets
                  after  satisfaction of all liabilities and priority payment to
                  the preferred shareholders.

                  Holders of Common Stock are entitled to receive such dividends
                  as the board of directors may from time to time declare out of
                  funds legally available for the

                                      -4-
<PAGE>
                  payment of dividends.

                  During the last two fiscal years the Company has not paid cash
                  dividends on its Common Stock and does not anticipate  that it
                  will pay cash dividends in the foreseeable future.

Item 5.           Interests of Named Experts and Counsel

                  Not applicable.

Item 6.           Indemnification of Directors and Officers

                  The   Company's   Charter,   By-Laws  and   Delaware   General
                  Corporation  Law  indemnify all persons so identified as being
                  covered  including  officers  and  directors,   from  personal
                  liability as described below:

         a.       The Company's  Certificate of Incorporation  provides that its
                  officers  an   directors   (and   others)   are   entitled  to
                  indemnification   from  the  Company  to  the  fullest  extent
                  permitted by Section 145 of the Delaware  General  Corporation
                  Law, as amended from time to time.

         b.       The Company's  By-Laws provide that the board of directors may
                  authorize the  corporation to pay expenses  incurred by, or to
                  satisfy a judgment  or a fine  rendered or levied  against,  a
                  present or former director, officer or employee of the Company
                  in an action  brought by a third  part  against  such  person,
                  whether or not the Company is joined as a party  defendant  to
                  impose a  liability  or  penalty  on such a person  for an act
                  alleged  to  have  been  committed  by  such  person  while  a
                  director,  officer, or employee, or by the corporation,  or by
                  both;  provided,  the board of  directors  determines  in good
                  faith that such director,  officer,  or employee was acting in
                  good faith  within  what he  reasonably  believed to be in the
                  scope of his  employment  or authority and for a purpose which
                  he  reasonably  believed  to be in the  best  interest  of the
                  Company or its  stockholders.  Payments  authorized  hereunder
                  include  amounts  paid and  expenses  incurred in settling any
                  such action or  threatened  action.  This  Paragraph  does not
                  apply to any action  instituted  or maintained in the right of
                  the  Company by a  stockholder  or a holder of a voting  trust
                  certificate representing shares of the Company. The provisions
                  of  the  Paragraph  shall  apply  to  the  estate,   executor,
                  administrator,  heirs,  legatee,s  or  devisees of a director,
                  officer, or employee, and the term "person" where used in this
                  Paragraph shall include the estate,  executor,  administrator,
                  heirs, legatees, or devisees of such person.

         c.       Further, the Company's Certificate of Incorporation

                                      -5-
<PAGE>
                  provides that the Company's  directors shall not be personally
                  liable to the Company or its stockholders for monetary damages
                  for  breach  of  fiduciary  duty  as a  director,  except  for
                  liability:  (i)  for  any  breach  of the  director's  duty of
                  loyalty to the corporation or its stockholders;  (ii) for acts
                  or omissions  not in good faith or which  involve  intentional
                  misconduct or a knowing  violation of law; (iii) under Section
                  174 of the General  Corporation  Law of the State of Delaware;
                  or (iv) for any transaction from which the director derived an
                  improper personal benefit.  If the General  Corporation Law of
                  the State of  Delaware  shall  hereafter  be  amended so as to
                  authorize  the  further   elimination  or  limitation  of  the
                  liability of  directors,  then the  liability of a director of
                  the  Company,  in  addition  to  the  limitation  on  personal
                  liability  provided  herein,  shall be limited to the  fullest
                  extent  permitted by the General  Corporation Law of the State
                  of Delaware, as then amended.

                  INSOFAR AS INDEMNIFICATION  FOR LIABILITIES  ARISING UNDER THE
                  SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS
                  OR PERSONS  CONTROLLING THE COMPANY  PURSUANT TO THE FOREGOING
                  PROVISIONS,  THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION
                  OF   THE    SECURITIES   AND   EXCHANGE    COMMISSION,    SUCH
                  INDEMNIFICATION  IS AGAINST  PUBLIC POLICY AS EXPRESSED IN THE
                  ACT IS THEREFORE UNENFORCEABLE.

                  IN THE EVENT  THAT A CLAIM FOR  INDEMNIFICATION  AGAINST  SUCH
                  LIABILITIES (OTHER THAN THE PAYMENT BY THE COMPANY OR EXPENSES
                  INCURRED OR PAID BY A DIRECTOR, OFFICER, OR CONTROLLING PERSON
                  OF THE COMPANY IN THE  SUCCESSFUL  DEFENSE OF ANY SUCH ACTION,
                  SUIT OR PROCEEDING)  IS ASSERTED BY SUCH DIRECTOR,  OFFICER OR
                  CONTROLLING  PERSON  OF THE  COMPANY  IN  CONNECTION  WITH THE
                  SECURITIES BEING  REGISTERED,  THE COMPANY WILL, UNLESS IN THE
                  OPINION  OF  ITS  COUNSEL  THE  MATTER  HAS  BEEN  SETTLED  BY
                  CONTROLLING   PRECEDENT  SUBMIT  TO  A  COURT  OF  APPROPRIATE
                  JURISDICTION THE QUESTION WHETHER SUCH  INDEMNIFICATION  BY IT
                  IS AGAINST  PUBLIC  POLICY AS EXPRESSED IN THE ACT AND WILL BE
                  GOVERNED BY THE FINAL ADJUDICATION OF SUCH ISSUE.

Item 7.           Exemption from Registration Claimed

                  Not Applicable.

Item 8.           Exhibits

                  Exhibit 4.                Senior Management Incentive Plan and


                                      -6-
<PAGE>
                  Exhibit 5.                Opinion of Sol Freedman, Esq.

                  Exhibit 23.               Consent of Sol Freedman, Esq.*

                  Exhibit 23.1              Consent of Scarano & Tomaro, P.C.

                  *  Contained in opinion of Sol Freedman, Esq.

Item 9.           Undertakings

         a.       The undersigned registrant hereby undertakes:

                  i.       To file, during any period in which offers or
                           sales are being made, a post-effective amendment
                           to this Registration Statement;

                           (1)      To  include  any   prospectus   required  by
                                    Section  10(a)(3) of the  Securities  Act of
                                    1933 (the "Securities Act");

                           (2)      To  reflect in the  prospectus  any facts or
                                    events  which,   individually  or  together,
                                    represent  a   fundamental   change  in  the
                                    information in the Registration Statement;

                           (3)      To  include   any   additional   or  changed
                                    material   information   on  the   plan   of
                                    distribution.

                  Provided,  however,  that  Paragraphs a.i. (1) and a.i. (2) do
                  not apply if the  Registration  Statement is on Form S- 8, and
                  the  information  required to be included in a  post-effective
                  amendment is incorporated  by reference from periodic  reports
                  filed by the small business issuer under the Exchange Act.

                  ii.      That, for determining  liability under the Securities
                           Act,  treat each  post-effective  amendment  as a new
                           registration statement of the securities offered, and
                           the offering of the securities at that time to be the
                           initial bona fide offering.




                                      -7-

<PAGE>



















                                  EXHIBIT INDEX


EXHIBIT NUMBERS                           ITEM
---------------                           ----


         4                   Senior Management Incentive Plan and

         5                   Opinion of Sol Freedman, Esq.

        23                   Consent of Sol Freedman, Esq. *

        23.1                 Consent of Scarano & Tomaro, P.C.

                  * Contained in opinion of Sol Freedman, Esq.
















                                      -8-









<PAGE>
                                   SIGNATURES


Pursuant  to  the  requirements  of the  Securities  Act of  1933,  the  Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on it's  behalf  by the  undersigned,  thereunto  duly
authorized in New York, NY on this 23rd day of June, 1998.



                                                 By:  /S/Joseph Polito 
                                                         -------------
                                                         JOSEPH POLITO
                                                         Chief Executive Officer


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement  of USABG  Corp.  has been  signed  by the  following  persons  in the
capacities and on the dates indicated.


Signatures                    Title                      Date
----------                    -----                      ----

/S/ Joseph Polito         President/Director            6/23/98 
-----------------
JOSEPH POLITO             (Chief Executive Officer)


/S/ Ronald Polito         Secretary and Director        6/23/98 
-----------------
RONALD POLITO


/S/ Steven Polito         Treasurer and Director        6/23/98 
-----------------
STEVEN POLITO


_______________________   Director                      ________________
MARVIN WEINSTEIN 


/S/ Ronald Murphy         Director                      6/23/98 
-----------------
RONALD MURPHY



                                      -9-
<PAGE>





                                    EXHIBIT 4

                        SENIOR MANAGEMENT INCENTIVE PLAN




























                                      -10-
<PAGE>
                  SENIOR MANAGEMENT INCENTIVE PLAN OF U.S. BRIDGE CORP.

1.       PURPOSE OF THE PLAN
         The purpose of the Senior  Management  Incentive Plan ("the  Management
Plan") of U.S. Bridge Corp.  ("the  Corporation")  is to provide an incentive to
key  management  employees  whose  present and  potential  contributions  to the
Corporation and/or its Subsidiaries (as such term is defined in Section 2 below)
are, or will be,  important to the success of the  Corporation by affording said
employees an opportunity to acquire a proprietary  interest in the  Corporation.
It is intended  that this purpose  will be effected  through the issuance of (i)
incentive stock rights;  (ii) stock options;  (iii) stock  appreciation  rights;
(iv) limited stock  appreciation  rights;  and (v) shares of Common Stock, $.001
par value per share, of the Corporation ("Common Stock") subject to restrictions
on disposition  ("restricted shares")  (collectively,  such options,  rights and
restricted  shares are  referred to herein as  "Awards").  Stock  options  which
qualify as "Incentive  Stock Options" under Section 422A of the Internal Revenue
Code of 1986, as it hereafter may be amended (the "Code"),  may be granted under
the Management  Plan.  Such options are sometimes  referred to  collectively  as
"ISOs".  Options which do not qualify as ISOs  ("non-ISOs")  may also be granted
under the Plan.

2.       ELIGIBILITY
         Awards may be made or granted to those key management  employees of the
Corporation and/or its Subsidiaries who are deemed to have the potential to have
a significant  effect on the future  success of the  Corporation  (such eligible
persons  being  referred  to  herein  as  "Eligible  Participants").   The  term
"management  employees" shall include  executive  officers,  key employees,  and
consultants  of the  Corporation  and/or its  Subsidiaries.  A  Director  of the
Corporation,  and/or any of its Subsidiaries, who is not also an employee of the
Corporation,  and/or of one of its Subsidiaries, will not be eligible to receive
any Awards  under the  Management  Plan.  No ISO shall be granted to an employee
who, at the time the option is granted,  owns stock  possessing more than 10% of
the total combined  voting power of all classes of capital stock of the employer
Corporation  (as such term is used in the Code) or any Parent or  Subsidiary  of
the employer Corporation,  provided, however, that an ISO may be granted to such
an employee if at the time such ISO is granted, the option price is at least one
hundred ten percent  (110%) of the fair market value of stock subject to the ISO
on the date of grant (as determined pursuant to Subsection 8(a) hereof) and such
ISO is by its terms not exercisable  after the expiration of five (5) years from
the date such option is granted.  The exercise  price of the non-ISOs may not be
less than 85% of the fair market value of the Common Stock on the date of grant.
The terms  "Subsidiary"  and  "Parent")  as used herein  shall have the meanings
given them in Section 425 of the Code. Awards may be made to executive personnel
who hold, or have held, options,  rights, or shares under the Management Plan or
under any other plans of the Corporation.


                                      -11-
<PAGE>
3.       STOCK SUBJECT TO THE PLAN
         The shares that may be issued  upon  exercise of options and rights and
which may be issued as  restricted  shares under the  Management  Plan shall not
exceed in the aggregate  2,000,000  shares of the Common  Stock,  as adjusted to
give effect to the anti-dilution provisions contained in Section 12 hereof. Such
shares  may be  authorized  and  unissued  shares,  or shares  purchased  by the
Corporation  and reserved for issuance  under the  Management  Plan.  If a stock
option or incentive stock right for any reason expires or is terminated  without
having been exercised in full, or if shares  restricted  are  repurchased by the
Corporation in accordance  with the terms thereof,  those shares  relating to an
unexercised  stock  option or  incentive  stock rights or shares which have been
repurchased  shall  again  become  available  for grant  and/or  sale  under the
Management Plan.

4.       AWARDS UNDER THE PLAN
         Awards under the Management Plan may be of five types: "Incentive stock
rights,"  "stock  options,"   "stock   appreciation   rights."   "limited  stock
appreciation  rights," and  "restricted  shares."  "Incentive  stock rights" are
composed  of  incentive  stock units which give the holder the right to receive,
without payment of cash or property to the Corporation,  shares of Common Stock,
subject  to the  terms,  conditions,  and  restrictions  described  in Section 7
hereof.  An option,  including  as ISO, is a right to purchase  Common  Stock in
accordance with Section 8 hereof. A "stock  appreciation right" is a right given
to the holder of a stock option to receive,  upon  surrender of all or a portion
of his stock option without  payment of cash or property to the  Corporation,  a
number of shares of Common stock and/or cash determined pursuant to a formula in
accordance  with Section 9 hereof.  A "limited  stock  appreciation  right" is a
right given to a holder of a stock  option to receive,  upon the  occurrence  of
certain events generally constituting a change in control of the Corporation,  a
number of shares of Common Stock and/or cash upon  surrender of all or a portion
of his stock option without the payment of cash or property to the  Corporation,
in accordance with Section 10 hereof.  "Restricted  shares" are shares of Common
Stock which,  following issuance, are nontransferable and subject to substantial
risk of forfeiture until specific  conditions based on continuing  employment or
achievement or preestablished performance objectives are met, in accordance with
Section 11 hereof. All references to "cash" herein shall mean "cash or certified
check."

5.       ADMINISTRATION
         (a) Procedure.  The Management  Plan shall be administered by the Board
of Directors or by a Committee of the Board of Directors (the  "Committee"),  if
one is appointed for this purpose.  Committee  members shall serve for such term
as the Board of  Directors  may in each case  determine  and shall be subject to
removal at any time by the Board of Directors. Members of the Board of Directors
who are either  eligible for Awards or have been granted  Awards may not vote on
any matters affecting the  administration of the Management Plan or the grant of
any Award pursuant to the Management Plan.

                                      -12-
<PAGE>
         (b) Powers of the Board or  Committee.  As used  herein,  except as the
Committee's powers are specifically limited in Sections 5, 6, 20, and 21 hereof,
reference  to the Board of  Directors  shall mean such  Board or the  Committee,
whichever is then acting with  respect to the  Management  Plan.  Subject to the
provisions  of the  Management  Plan,  the  Board of  Directors  shall  have the
authority  in its  discretion:  (i) to  determine,  upon review of the  relevant
information,  the fair market value of the Common  Stock;  (ii) to determine the
exercise price per share of stock options to be granted;  (iii) to determine the
Eligible  Participants  to whom,  and time or times at  which,  Awards  shall be
granted  and the number of shares to be  issuable  upon  exercise  of each stock
option or right sold pursuant to restricted stock purchase  agreements;  (iv) to
construe and interpret the Management Plan; (v) to prescribe, amend, and rescind
rules and  regulations  relating to the Management  Plan;  (vi) to determine the
terms and provisions of each Award (which need not be  identical);  and (vii) to
make all other  determinations  necessary to or advisable for the administration
of the Management Plan. Notwithstanding the foregoing, in the event any employee
of the  Corporation  or of any of its  Subsidiaries  granted an Award  under the
Management  Plan  is,  at the  time of such  grant,  a  member  of the  Board of
Directors of the  Corporation,  the grant of such Award shall,  in the event the
Board of  Directors  at the time such  Award is granted is not deemed to satisfy
the  requirement  of  Rule   16(b)-3(b)(2)(i)  or  (ii)  promulgated  under  the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), be subject to
the approval of an auxiliary committee consisting of not less than three persons
all of whom  qualify  as  "disinterested  persons"  within  the  meaning of Rule
16(b)-3(d)(3)  promulgated  under the  Exchange  Act.  In the event the Board of
Directors deems it impractical to form a committee of disinterested persons, the
Board of Directors is authorized to approve any award under the Management Plan.

6.       DURATION OF THE PLAN
         The  Management  Plan shall become  effective  upon the approval of the
requisite vote of the stockholders of the  Corporation,  and upon the approvals,
if required,  of any other public authorities.  The Management Plan shall remain
in effect for a term of ten (10) years  from the date of  adoption  by the Board
unless sooner  terminated  under Section 20 hereof.  Notwithstanding  any of the
foregoing to the contrary,  the Board of Directors (but not the Committee) shall
have the authority to amend the  Management  Plan pursuant to Section 20 hereof;
provided,  however,  that  Awards  already  made shall  remain in full force and
effect as if the Management Plan had not been amended or terminated.

7.       INCENTIVE STOCK RIGHTS
         The  Board of  Directors,  in its  discretion,  may  grant to  Eligible
Participants incentive stock rights composed of incentive stock units. Incentive
stock rights shall be granted  pursuant to incentive stock rights  agreements in
such  form,  and not  inconsistent  with the  Management  Plan,  as the Board of
Directors shall approve from time to time and shall include substantially the

                                      -13-
<PAGE>
following terms and conditions as determined by the Board of Directors:

(a) Incentive Stock Units. An incentive stock rights agreement shall specify the
number of incentive stock units to which it pertains.  Each incentive stock unit
shall be  equivalent  to one share of Common Stock.  Each  incentive  stock unit
shall  entitle  the  holder  thereof  to  receive,  subject  to the lapse of the
incentive periods (as hereinafter defined),  without payment of cash or property
to the  Corporation,  one share of Common  Stock in  consideration  for services
performed by the Eligible  Participant for the Corporation or for any one of its
Subsidiaries.

(b) Incentive Period.  The holder of incentive stock rights shall be entitled to
receive  shares of Common Stock only after the lapse of such  incentive  periods
and in such  manner,  as  shall  be  fixed  in the  discretion  of the  Board of
Directors at the time of grant of such incentive  stock rights.  (Such period so
fixed is herein referred to as an "incentive period").  To the extent the holder
of  incentive  stock rights  receives  shares of Common Stock on the lapse of an
incentive  period, an equivalent number of incentive stock units subject to such
rights shall be deemed to have been discharged.

(c)  Termination  by  Reason  of  Death or  Disability.  In the  event  that the
recipient of incentive  stock  rights  ceases to be employed by the  Corporation
and/or by any of its Subsidiaries  during an incentive  period,  due to death or
permanent  disability (as  determined by the Board of Directors),  the holder of
incentive stock rights or, in the case of the death of the holder,  the personal
representatives,  heirs, or legatees of such holder shall be entitled to receive
a number of shares equal to an amount determined by multiplying the total number
of incentive stock units applicable to such incentive period by a fraction,  the
numerator of which shall be the number of full calendar  months between the date
of grant of the incentive stock rights and the date of such  termination and the
denominator  of which shall be the number of full  calendar  months  between the
date of grant and the date such incentive  period for such units would,  but for
such termination,  have lapsed. For purposes of this Subsection 7(c), this shall
constitute  a lapse of the  incentive  period  with  respect  to the  number  of
incentive stock units equal to the number of shares issued. Units upon which the
incentive period do not lapse pursuant to the foregoing sentence shall terminate
and be null and void on the date on which the recipient ceases to be employed by
the Corporation and/or by any of its Subsidiaries.

(d) Termination for Any Other Reason.  In the event that the employment,  by the
Corporation  or by any of its  Subsidiaries,  of the recipient to whom incentive
stock  rights have been issued  under the  Management  Plan  terminates  for any
reason  (including  dismissal by the Corporation or by any of its  Subsidiaries,
with or without cause) other than death or permanent disability,  such rights as
to which the incentive period has not lapsed shall terminate and be

                                      -14-
<PAGE>
null and void on termination of the relationship.

(e) Issuance of Shares.  Upon the lapse of an incentive period,  the Corporation
shall deliver to the holder of the related incentive stock unit a certificate or
certificates  representing  the  number of shares of Common  Stock  equal to the
number of incentive  stock units with  respect to which an incentive  period has
lapsed. The Corporation shall pay all applicable transfer or issue taxes.

8.       OPTIONS
         Options shall be evidenced by stock option agreements in such form, and
not  inconsistent  with the  Management  Plan,  as the Board of Directors  shall
approve from time to time,  which  agreements  shall  contain in  substance  the
following terms and conditions:

(a) Option Price; Number of Shares. The option price, which shall be approved by
the  Board of  Directors,  shall in no event be less  than one  hundred  percent
(100%) in the case of ISOs, except with respect to 10% stockholders  whereby the
price shall be 110%,  and in the case of non-ISOs,  eight-five  percent (85%) of
the fair market value of the  Corporation's  Common Stock at the time the option
is granted.  The fair market value of the Common Stock,  for the purposes of the
Management  Plan,  shall mean:  (i) if the Common  Stock is traded on a national
securities  exchange or on the NASDAQ National  Market System  ("NMS"),  the per
share closing price of the Common Stock on the principal  securities exchange on
which it is  listed  or on NMS,  as the case may be, on the date of grant (or if
there is no  closing  price  for such  date of  grant,  then the last  preceding
business day on which there was a closing price); or (ii) if the Common Stock is
traded in the over-the-counter market and quotations are published on the NASDAQ
quotation  system (but not on NMS), the closing bid price of the Common Stock on
the date of grant as  reported  by NASDAQ (or if there are no closing bid prices
for such date of grant, then the last preceding  business day on which there was
a  closing  bid  price);  or  (iii)  if  the  Common  Stock  is  traded  in  the
over-the-counter  market but bid  quotations  are not  published by NASDAQ,  the
closing bid price per share for the Common Stock as furnished by a broker-dealer
which regularly furnishes price quotations for the Common Stock.

The  option  agreement  shall  specify  the  total  number of shares to which it
pertains and whether such options are ISOs or are not ISOs. With respect to ISOs
granted under the Management  Plan, the aggregate fair market value  (determined
at the time an ISO is  granted)  of the shares of Common  Stock with  respect to
which  ISOs are  exercisable  for the first  time by such  employee  during  any
calendar  year  shall  not  exceed  $100,000  under  all  plans of the  employer
Corporation or its Parent or Subsidiaries.

(b) Waiting  Period and Exercise  Dates.  At the time an option is granted,  the
Board of  Directors  will  determine  the terms and  conditions  to be satisfied
before shares may be purchased,  including the dates on which shares  subject to
the  option may first be  purchased.  (The  period  from the date of grant of an
option

                                      -15-
<PAGE>
until the date on which such option may first be exercised is referred to herein
as the  "waiting  period".)  At the time an  option  is  granted,  the  Board of
Directors  shall fix the period within which it may be exercised which shall not
be less than one (1) year nor,  for an ISO,  more than ten (10)  years (not more
than 5 years for 10% stockholders) from the date of grant or, for a non-ISO, for
more than  thirteen  (13) years from the date of grant.  (Any of such periods is
referred to herein as the "exercise period.")

(c) Form and Time of Payment.  Stock purchased  pursuant to an option  agreement
shall be paid for at the time of  purchase  either  in (i) cash or by  certified
check or, in the discretion of the Board of Directors, as set forth in the stock
option agreement;  (ii) through the delivery of shares of Common Stock; or (iii)
in a combination of the methods  described above.  Upon receipt of payment,  the
Corporation  shall,  without transfer or issue tax to the option holder or other
person entitled to exercise the option,  delivered to the option holder (or such
other person) a certificate or certificates for the shares so purchased.

(d) Effect of Termination or Death. In the event that an option holder ceases to
be an employee of the Corporation or of any of its  Subsidiaries  for any reason
other than  permanent  disability  (as  determined by the Board of Directors) or
death,  any  option,  including  any  unexercised  portion  thereof,  which  was
otherwise exercisable on the date of termination,  shall expire unless exercised
within a period of three months from the date on which the option  holder ceases
to be so employed,  but in no event after the expiration of the exercise period,
provided, however, that if the Board of Directors shall determine that an option
holder  shall  have been  discharged  for  cause,  options  granted  and not yet
exercised  shall  terminate  immediately  and be null and void as of the date of
discharge. In the event of the death of an option holder during this three month
period, the option shall be exercisable by his or her personal  representatives,
heirs,  or  legatees  to the same  extent  that the  option  holder  could  have
exercised  the option if he had not died,  for the three months from the date of
death, but in no event after the expiration of the exercise period. In the event
of the  permanent  disability  of an  option  holder  while an  employee  of the
Corporation or of any of its  Subsidiaries,  any option granted to such employee
shall be  exercisable  for  twelve  (12)  months  after  the  date of  permanent
disability,  but in no event after the expiration of the exercise period. In the
event of the death of an option holder while an employee of the  Corporation  or
of any of its  Subsidiaries,  or during the twelve (12) month  period  after the
date of permanent  disability of the option  holder,  that portion of the option
which had become exercisable on the date of death shall be exercisable by his or
her  personal  representatives,  heirs,  or  legatees  at any time  prior to the
expiration of one (1) year from the date of the death of the option holder,  but
in no event after the expiration of the exercise period.  Except as the Board of
Directors shall provide otherwise, in the event an option holder ceases to be an
employee of the Corporation or of any of its Subsidiaries for any reason,

                                      -16-
<PAGE>
including  death,  prior to the lapse of the waiting  period,  his option  shall
terminate and be null and void.

(e) Other Provisions.  Each option granted under the Management Plan may contain
such  other  terms,  provisions,   and  conditions  not  inconsistent  with  the
Management Plan as may be determined by the Board of Directors.

9.       STOCK APPRECIATION RIGHTS
         The Board of Directors may grant, in its discretion, stock appreciation
rights to the holder of any stock option under the Management  Plan. Such rights
shall be granted pursuant to a stock appreciation rights agreement in such form,
and not  inconsistent  with the Management Plan, as the Board of Directors shall
approve  from time to time (and which may be  incorporated  in the stock  option
agreement  governing  the  terms  of  the  related  option)  and  shall  include
substantially the following terms and conditions as the Board of Directors shall
determine:

(a)  Grant.  Each right  shall  relate to a specific  option  granted  under the
Management  Plan and shall be granted to the option holder  either  concurrently
with the grant of such option or at such later time as  determined  by the Board
of Directors.

(b)  Exercise.  A stock  appreciation  right shall  entitle an option  holder to
receive,  without  payment of cash or property to the  Corporation,  a number of
shares of Common Stock, cash, or a combination  thereof in the amount determined
pursuant  to  Subsection  9(c) below.  The Board of  Directors  shall  determine
whether such  payment  shall be made in Common  Stock,  cash,  or a  combination
thereof. Unless otherwise determined by the Board of Directors, a right shall be
exercisable to no greater extent nor upon any more favorable conditions than its
related option is exercisable  under  Subsection  8(b) hereof.  An option holder
wishing to exercise a right in accordance  with this  Subsection 9(b) shall give
written  notice of such  exercise to the  Corporation,  which notice shall state
that the  holder of the right  elects to  exercise  the right and the  number of
shares in respect of which the right is being  exercised.  The effective date of
exercise  of a right  shall be the  date on which  the  Corporation  shall  have
received such notice.  Upon receipt of such notice,  the  Corporation  shall (i)
deliver to the option holder or other person  entitled to exercise the right,  a
certificate or certificates  representing such shares;  and /or (ii) pay cash to
the  option  holder  or  other  person  entitled  to  exercise  the  right.  The
Corporation  shall pay all applicable  transfer or issue taxes.  Notwithstanding
the  provisions of this section,  no stock  appreciation  right may be exercised
within a period of six  months on the date of grant of such  stock  appreciation
right and no stock  appreciation  right  granted  with  respect to an ISO may be
exercised  unless  the  fair  market  value of the  Common  Stock on the date of
exercise exceeds the exercise price of the ISO.

(c)      Number of Shares or Amount of Cash.  The number of shares

                                      -17-
<PAGE>
which shall be issued  pursuant to the  exercise of a stock  appreciation  right
shall be  determined  by  dividing  (i) that  portion,  as elected by the option
holder,  of the total  number of shares  which the option  holder is eligible to
purchase pursuant to Subsection 8(b) hereof (and as adjusted pursuant to Section
12 hereof), multiplied by the amount (if any) by which the fair market value (as
determined in accordance with Subsection 8(a) hereof) of a share of Common Stock
on the exercise date exceeds the option exercise price of the related option; by
(ii) the fair market value of a share of Common stock on the exercise  date.  In
lieu of issuing shares of Common Stock on the exercise of a right,  the Board of
Directors  may elect to pay the cash  equivalent of the fair market value on the
exercise  date of any or all of the shares which would  otherwise be issuable on
exercise  of the  right.  No  fractional  shares  shall  be  issued  under  this
Subsection  9(c).  In lieu of  fractional  shares,  the option  holder  shall be
entitled  to receive a cash  adjustment  equal to the same  fraction of the fair
market value per share of Common Stock on the date of exercise.

(d) Effect of Exercise.  Upon the  exercise of stock  appreciation  rights,  the
related  option shall be considered to have been  exercised to the extent of the
number of shares of Common Stock with  respect to which such stock  appreciation
rights are  exercised  and shall be  considered  to have been  exercised to that
extent  for  purposes  of  determining  the  number of  shares  of Common  Stock
available for the grant of options under the Management  Plan. Upon the exercise
or termination of the related option, the stock appreciation rights with respect
to such related  option shall be considered to have been exercised or terminated
to the extent of the number of shares of Common  Stock with respect to which the
related option was so exercised or terminated.

(e) Effect of Termination or Death. In the event that an option holder ceases to
be an employee or consultant of the  Corporation  or of any of its  Subsidiaries
for any reason, his stock  appreciation  rights shall be exercisable only to the
extent and upon the conditions that their related options are exercisable  under
Subsection 8(d).

10.      LIMITED STOCK APPRECIATION RIGHTS
         The Board of Directors  may grant,  in its  discretion,  limited  stock
appreciation  rights ("Limited Rights") to the holder of any option with respect
to all or a portion of the shares  subject to such option.  Such Limited  Rights
shall be granted  pursuant to an  agreement in such form,  and not  inconsistent
with the Management  Plan, as the Board of Directors  shall approve from time to
time (and which may be incorporated in the stock option agreement  governing the
terms of the related option) and shall include substantially the following terms
and conditions as the Board shall determine:

(a) Grants.  A Limited Right may be granted  concurrently  with the grant of the
related option or at such later time as determined by the Board of Directors.

                                      -18-
<PAGE>
(b) Exercise.  Unless otherwise determined by the Board of Directors,  a Limited
Right may be  exercised  only during the period (a)  beginning  on the first day
following  any  one of (i) the  date  of  approval  by the  stockholders  of the
Corporation of an Approved  Transaction (as defined in Subsection  10(e) below),
(ii) the date of a Control  Purchase (as defined in  Subsection  10(e) below) or
(iii) the date of a Board Change (as defined in Subsection 10(e) below); and (b)
ending on the  thirtieth  day (or such other date  specified in the stock option
agreement)  following such date (such period herein  referred to as the "Limited
Right  Exercise  Period").  Each Limited Right shall be  exercisable  during the
Limited  Right  Exercise  Period only to the extent the  related  option is then
exercisable and in no event after the termination of the related option. Limited
Rights  granted under the  Management  Plan shall be  exercisable in whole or in
part by notice to the  Corporation.  Such notice  shall state that the holder of
the  Limited  Rights  elects to exercise  the  Limited  Rights and the number of
shares in respect of which the Limited Rights are being exercised. The effective
date of exercise of a Limited  Right shall be deemed to be the date on which the
Corporation shall have received such notice.

(c) Amount Paid Upon Exercise.  Upon the exercise of Limited Rights,  the holder
shall receive in cash an amount equal to the excess of (i) the fair market value
(as determined  pursuant to Subsection  8(a) above),  on the date of exercise of
such  Limited  Rights,  of each share of Common Stock with respect to which such
Limited Right shall have been exercised;  over (ii) the exercise price per share
of Common Stock subject to the related option.

(d) Effect of Exercise.  Upon the exercise of Limited Rights, the related option
shall be considered to have been exercised to the extent of the number of shares
of Common  Stock with  respect to which such Limited  Rights are  exercised  and
shall be  considered  to have been  exercised  to that  extent for  purposes  of
determining  the  number of shares of Common  Stock  available  for the grant of
options  under the  Management  Plan.  Upon the exercise or  termination  of the
related option,  the Limited Rights with respect to such related option shall be
considered  to have been  exercised or terminated to the extent of the number of
shares of Common Stock with respect to which the related option was so exercised
or terminated.

(e) Definitions. For purposes of this Section 10:

         (i) An  "Approved  Transaction"  shall  mean (A) any  consolidation  or
merger of the  Corporation  in which the  Corporation  is not the  continuing or
surviving  corporation  or  pursuant  to which  shares of Common  Stock would be
converted into cash, securities,  or other property,  other than a merger of the
Corporation in which the holders of Common Stock immediately prior to the merger
have  the  same  proportionate  ownership  of  common  stock  of  the  surviving
corporation  immediately after the merger; or (B) any sale, lease,  exchange, or
other transfer (in one transaction or a series of related  transactions) of all,
or substantially  all, of the assets of the Corporation;  or (C) the adoption of
any plan or proposal for

                                      -19-
<PAGE>
the liquidation or dissolution of the Corporation.

         (ii) A "Control  Purchase" shall mean circumstances in which any person
(as such term is defined in Sections 13(d)(2) and 14(d)(2) of the Exchange Act),
corporation, or other entity (other than the Corporation or any employee benefit
plan sponsored by the Corporation or any of its Subsidiaries) (A) shall purchase
any  common  Stock  of the  Corporation  (or  securities  convertible  into  the
Corporation's  Common Stock) for cash,  securities,  or any other  consideration
pursuant to a tender offer or exchange  offer,  without the prior consent of the
Board of Directors;  or (B) shall become the "beneficial owner" (as such term is
defined in Rule 13d-3  under the  Exchange  Act),  directly  or  indirectly,  of
securities of the Corporation  representing twenty-five percent (25%) or more of
the combined voting power of the then outstanding  securities of the Corporation
ordinarily (and apart from rights accruing under special  circumstances)  having
the right to vote in the  election  of  Directors  (calculated  as  provided  in
paragraph  (d) of  such  Rule  13d-3  in the  case  of  rights  to  acquire  the
Corporation's securities).

         (iii) A "Board Change" shall mean  circumstances  in which,  during any
period of two consecutive  years or less,  individuals,  who at the beginning of
such  period  constitute  the  entire  Board,  shall  cease  for any  reason  to
constitute  a  majority  thereof  unless the  election,  or the  nomination  for
election by the Corporation's stockholders, of each new director was approved by
a vote of at least a majority of the Directors then still in office.

11.      RESTRICTED SHARES
         The Board of Directors may authorize,  in its discretion,  the issuance
of  restricted  shares of Common  Stock to  Eligible  Participants  pursuant  to
restricted  share  agreements  in such  form,  and  not  inconsistent  with  the
Management  Plan, as the Board of Directors shall approve from time to time. Any
amount of restricted shares issued shall be subject to the following terms:

         (a) Restricted Period and Price. The Board of Directors shall prescribe
restrictions,  terms,  and  conditions,  including but not limited to the period
("restricted  period")  during which the holder must continue to render services
to the  Corporation  in order to retain the  restricted  shares,  in addition to
those provided in the Management  Plan. The Board shall  determine the price, if
any, to be paid by the holder for the restricted shares.  Upon forfeiture of any
restricted  shares, any amount paid by the holder shall be repaid in full by the
Corporation.

         (b) Issuance of Restricted Shares. Restricted shares, when issued, will
be represented by a stock certificate or certificates  registered in the name of
the holder to whom such  restricted  shares shall have been awarded.  During the
restricted  period,  certificates  representing  the  restricted  shares and any
securities  constituting retained  distributions (as defined below in Subsection
11(c))  shall bear a  restrictive  legend to the effect  that  ownership  of the
restricted  shares,  and the enjoyment of all rights  appurtenant  thereto,  are
subject to the restrictions, terms, and

                                      -20-
<PAGE>
conditions provided in the Management Plan and the applicable  restricted shares
agreement.  Such  certificates  shall  be  deposited  by such  holder  with  the
Corporation, together with stock powers or other instruments of assignment, each
endorsed in blank,  which will permit  transfer to the Corporation of all or any
portion of the restricted  shares and any retained  distributions  that shall be
forfeited or that shall not become vested in accordance with the Management Plan
and the applicable restricted shares agreement.

         (c) Rights With Respect to Restricted  Shares.  Restricted shares shall
constitute  issued  and  outstanding  shares of Common  Stock for all  corporate
purposes.  The holder  will have the right to vote such  restricted  shares,  to
receive and retain all regular cash  dividends and such other  distributions  as
the Board may in its sole  discretion  designate,  pay,  or  distribute  on such
restricted shares, and to exercise all other rights, powers, and privileges of a
holder  of  Common  Stock  with  respect  to such  restricted  shares,  with the
exception  that (i) the holder  will not be  entitled  to  delivery of the stock
certificate  or  certificates  representing  such  restricted  shares  until the
restricted  period shall have expired and unless all other vesting  requirements
with respect thereto shall have been fulfilled; (ii) the Corporation will retain
custody of the stock certificates  representing the restricted shares during the
restricted  period;  (iii)  other than  regular  cash  dividends  and such other
distributions as the Board may in its sole discretion designate, the Corporation
will retain  custody of all  distributions  ("retained  distributions")  made or
declared with respect to the restricted shares (and such retained  distributions
will  be  subject  to  the  same  restrictions,  terms,  and  conditions  as are
applicable to the restricted shares) until such time, if ever, as the restricted
shares with respect to which such retained  distributions  shall have been made,
paid, or declared  shall have become  vested,  and such  retained  distributions
shall not bear interest or be segregated in separate  accounts;  (iv) the holder
may not sell, assign, transfer,  pledge,  exchange,  encumber, or dispose of the
restricted shares or any retained  distributions  during the restricted  period;
and (v) a breach of any  restrictions,  terms,  or  conditions  provided  in the
Management  Plan or  established  by the Board with  respect  to any  restricted
shares or retained  distributions  will cause a  forfeiture  of such  restricted
shares and any retained distributions with respect thereto.

         (d) Completion of Restricted  Period. On the last day of the restricted
period  with  respect  to  each  Award  of  restricted   shares,  and  upon  the
satisfaction of any other applicable restrictions, terms, and conditions, all or
part  of  such  restricted   shares  shall  become  vested,   and  any  retained
distributions with respect to such restricted shares shall become vested. Unless
the Administrator  determines otherwise, any such restricted shares and retained
distributions  that  shall  not  have  become  vested  upon the  termination  of
employment of the holder shall be forfeited to the  Corporation,  and the holder
shall not thereafter have any rights (including dividend and voting rights) with
respect to such  restricted  shares and retained  distributions  that shall have
been

                                      -21-
<PAGE>
so forfeited,  provided,  however,  that if a holder shall die,  become  totally
disabled,  or be terminated by the Corporation without cause during a restricted
period with respect to any restricted shares,  then, unless the restricted share
agreement  relating to such shares  provides  otherwise,  the restricted  period
applicable to each Award of restricted  shares to such holder shall be deemed to
have expired and all such  restricted  shares and retained  distributions  shall
become vested.

12.      RECAPITALIZATION
         In the event that dividends are payable in Common Stock or in the event
there are splits,  subdivisions or  combinations of shares of Common Stock,  the
number of shares  available  under the  Management  Plan shall be  increased  or
decreased  proportionately,  as the  case  may be,  and  the  number  of  shares
delivered upon the exercise  hereafter of any stock option or stock appreciation
right, upon distribution  pursuant to incentive stock rights theretofore granted
or issued  pursuant to restricted  share  agreements  theretofore  entered into,
shall be  increased or decreased  proportionately,  as the case may be,  without
change in the aggregate purchase price (where applicable).

13.      ACCELERATION
         Notwithstanding  any  contrary  waiting  period  in  any  stock  option
agreement,  any incentive period in any incentive stock rights agreement, or any
restricted  period with respect to any restricted  shares issued pursuant to any
restricted  shares  agreement  or in the  Management  Plan,  but  subject to any
determination  by the Board of Directors  to provide  otherwise at the time such
Award is granted or subsequent  thereto,  each outstanding  option granted under
the  Management  Plan shall,  except as  otherwise  provided in the stock option
agreement, become exercisable in full for the aggregate number of shares covered
thereby, and each share issuable upon lapse of an incentive period or each share
issued pursuant to a restricted share agreement, except as otherwise provided in
the incentive stock rights agreement or restricted share agreement,  as the case
may be, shall vest  unconditionally on the first day following the occurrence of
any of the following: (a) the approval by the stockholders of the Corporation of
an Approved Transaction; (b) a Control Purchase; or (c) a Board Change.

14.      CONTINUATION  OF  RELATIONSHIP;  LEAVE OF  ABSENCE 
         (a) Nothing in the Management  Plan or any Award made  hereunder  shall
interfere  with, or limit in any way, the right of the  Corporation or of any of
its Subsidiaries to terminate any Eligible Participant's employment at any time,
nor  confer  upon  any  Eligible  Participant  any  right to  continue  any such
relationship with the Corporation or any of its Subsidiaries.

         (b) For purposes of the Management  Plan, (i) a transfer of a recipient
of options,  rights,  or restricted shares hereunder from the Corporation to one
of its Subsidiaries or vice versa, or from one Subsidiary to another;  or (ii) a
leave of absence duly

                                      -22-
<PAGE>
authorized by the Corporation shall not be deemed a termination of employment or
a break in the incentive,  waiting,  exercise, or restricted period, as the case
may be. In the case of any employee on an approved  leave of absence,  the Board
of  Directors  may make such  provisions  with respect to  continuance  of stock
rights, options, or restricted shares previously granted while on leave from the
employ of the Corporation or one of its Subsidiaries as it may deem equitable.

15.      GENERAL RESTRICTION
         Each  Award  made  under the  Management  Plan  shall be subject to the
requirement  that, if at any time the Board of Directors shall determine,  in it
sole and subjective  discretion,  that (i) the registration,  qualification,  or
listing of the shares subject to such Award upon a securities  exchange or under
any state or federal  law; or (ii) the  consent or approval of any  governmental
regulatory  body is necessary or desirable as a condition  of, or in  connection
with,  the  granting or exercise of such  Award,  the  Corporation  shall not be
required to issue such shares unless such registration,  qualification, listing,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Board of Directors.  Nothing in the Management Plan or any
agreement or grant  hereunder  shall obligate the Corporation to effect any such
registration, qualification or listing.

16.      RIGHTS AS A STOCKHOLDER
         The holder of a stock option,  incentive  stock right, or limited stock
appreciation  right shall have no rights as a  stockholder  with  respect to any
shares covered by the stock option,  incentive stock right,  stock  appreciation
right, or limited stock  appreciation  right, as the case may be, until the date
of  issuance  of a stock  certificate  to him for  such  shares  related  to the
exercise or discharge thereof.  No adjustment shall be made for the dividends or
other  rights  for  which  the  record  date is  prior to the  date  such  stock
certificate is issued.

17.      NONASSIGNABILITY OF AWARDS
         No incentive stock right, stock option,  stock  appreciation  right, or
limited  stock  appreciation  right shall be assignable  or  transferable  by an
Eligible  Participant except by will or by the laws of descent and distribution,
and during the lifetime of an Eligible Participant, such incentive stock rights,
stock options,  stock appreciation  rights, or limited stock appreciation rights
may only be exercised by him.

18.      WITHHOLDING TAXES
         Whenever  under  the  Management  Plan  shares  are  to  be  issued  in
satisfaction  of stock  options,  incentive  stock  rights,  stock  appreciation
rights, or limited stock appreciation rights granted thereunder,  or pursuant to
restricted share agreements, the Corporation shall have the right to require the
Eligible Participant to remit to the Corporation an amount sufficient to satisfy
federal,  state, and local withholding tax requirements prior to the delivery of
any certificate or certificates for such

                                      -23-
<PAGE>
shares or at such later time as when the  Corporation  may  determine  that such
taxes are due.  Whenever  under the  Management  Plan payments are to be made in
cash,  such payments  shall be net of an amount  sufficient to satisfy  federal,
state, and local withholding tax requirements.

19.      NONEXCLUSIVITY OF THE PLAN
         Neither the adoption of the  Management  Plan by the Board of Directors
nor any  provision  of the  Management  Plan shall be  construed as creating any
limitations  on the power of the Board  (but not the  Committee)  to adopt  such
additional compensation agreements as it may deem desirable,  including, without
limitation,  the granting of stock options  otherwise  than under the Management
Plan, and such  arrangements  may be either  generally  applicable or applicable
only in specific cases.

20.      AMENDMENT,  SUSPENSION,  OR  TERMINATION  OF  THE  PLAN  The  Board  of
         Directors (but not the Committee) may at any time
amend,  alter,  suspend,  or discontinue the Management  Plan, but no amendment,
alteration,  suspension, or discontinuation which would impair the rights of any
recipient of a stock option,  incentive stock right, limited stock appreciations
right,  or  restricted  share  under  any  agreement  theretofore  entered  into
hereunder,  shall  be made  without  such  recipient's  consent.  No  amendment,
alteration,  suspension,  or  discontinuation  shall be made which,  without the
requisite vote of the  stockholders  of the  Corporation  approving such action,
would:

         (a)  except  as is  provided  in  Section  12 of the  Management  Plan,
increase  the total  number of shares of stock  reserved for the purposes of the
Management Plan; or
         (b) extend the duration of the Management Plan; or
         (c) materially increase the benefits accruing to participants under the
Management Plan; or
         (d) change the  category of persons  who can be  Eligible  Participants
under  the  Management  Plan.  Without  limiting  the  foregoing,  the  Board of
Directors may, any time or from time to time, authorize the Corporation, without
the  consent of the  respective  recipients,  to issue new  options or rights in
exchange for the surrender and cancellation of any or all outstanding options or
rights.

21.      LIMITATIONS ON EXERCISE
         Notwithstanding  anything to the contrary  contained in the  Management
Plan, any agreement  evidencing any Award  hereunder may contain such provisions
as the Board deems appropriate to ensure that the penalty  provisions of Section
4999 of the Code, or any successor thereto,  will not apply to any stock or cash
received by the holder from the Corporation.

22.      GOVERNING LAW
         The  management  Plan shall be governed by, and construed in accordance
with, the laws of the State of Delaware.



                                      -24-
<PAGE>
                        ADOPTION OF CORPORATE RESOLUTIONS

                         UPON UNANIMOUS WRITTEN CONSENT

                            OF THE BOARD OF DIRECTORS

                              OF U.S. BRIDGE CORP.

         The  undersigned,  being all of the Directors of U.S. Bridge Corp. (the
"Company"),  a Delaware  corporation,  do hereby adopt, pursuant to the Delaware
General  Corporation Law and the Company's  By-laws,  the following  resolutions
with the same force and  effect as if same had been  adopted at a meeting of the
Board of Directors duly called therefor:

         RESOLVED,  that the Company hereby authorizes and approves the proposal
by its subsidiary,  U.S. Bridge of N.Y., Inc.  ("NY"),  to issue an aggregate of
250,000  shares of NY common stock to certain of NY's  management  and employees
pursuant to NY's Senior  Management  Incentive  Plan and to file an amended Form
S-8 with the SEC to  register  said  shares and to amend the Form S-8 filed with
the SEC on February 24, 1997; and it was further

         RESOLVED,  that the Company be, and same hereby is, authorized to issue
250,000  shares of Common  Stock (the  "Common  Stock"),  pursuant to its Senior
Management Incentive Plan (the "Plan"), as follows:

                  150,000  shares to be issued to Joseph M. Polito 
                   25,000  shares to be issued to Ronald J. Polito 
                   25,000  shares to be issued to Steven J. Polito 
                   25,000  shares to be issued to Klarman & Associates 
                   25,000 shares to be issued to Richard Miller;  and it was
                                                                         further

         RESOLVED, that the Company is authorized to prepare and file an amended
Form S-8 wherein the Company shall register the aforementioned  shares of Common
Stock and shall amend the Form S-8 initially  filed with the SEC on February 24,
1997 (which  registered  686,617 shares of Common Stock  underlying  options) to
reflect  (i) the  registration  of  575,000  shares of Common  Stock  underlying
options granted on December 2, 1996 to Joseph M. Polito,  Ronald J. Polito,  and
Steven J. Polito pursuant to the Plan;  (ii) the  registration of 114,617 shares
of Common  Stock  issued in  December  1996,  pursuant  to the Plan,  to certain
employees and consultants of the Company;  and (iii) the increase,  to 2,000,000
shares,  in the  maximum  number  of shares  which may be issued  under the Plan
(which  increase was  authorized  by the  Company's  shareholders  at the annual
meeting held on January 8, 1997); and it was further

         RESOLVED,  that the  Officers  of the  Company be, and same hereby are,
authorized and directed to take such steps and to execute and deliver for and on
behalf  of the  Company  such  documents  as are  necessary  to  consummate  the
foregoing resolution.

                                      -25-
<PAGE>




         IN WITNESS WHEREOF,  the  undersigned,  being all of the members of the
Board  of  Directors,  do  hereby  execute  this  consent  as of the  5th day of
December, 1997.



/S/Joseph M. Polito      /S/ Ronald J. Polito    /S/ Steven J. Polito
-------------------      --------------------    --------------------
   Joseph M. Polito          Ronald J. Polito        Steven J. Polito



/S/Philip Nielson
-----------------            ----------------  
Philip Nielson               Marvin Weinstein



                                      -26-



<PAGE>



         IN WITNESS WHEREOF,  the  undersigned,  being all of the members of the
Board  of  Directors,  do  hereby  execute  this  consent  as of the  5th day of
December, 1997.




/S/ Joseph M. Polito    /S/ Ronald J. Polito   /S/ Steven J. Polito
--------------------    --------------------   --------------------
    Joseph M. Polito        Ronald J. Polito       Steven J. Polito



                        /S/ Marvin Weinstein
--------------------    --------------------
Philip Nielson             Marvin Weinstein














                                      -27-

<PAGE>

                                   Appendix A

U.S. BRIDGE CORPORATION

1996 Bonus

         Name            Number of Shares for Bonus
         ----            --------------------------

Polito,     Joseph                 100,000        
                                            
Polito,     Ronald                   2,500  
                                            
Polito,     Steven                   2,500  
                                            
Bauer,      John                     1,012  
                                            
Althaus,    Ilene                      313  
                                            
Campbeill,  George                     250  
                                            
Deleone,    John                       750  
                                            
Hayes,      Thomas                     650  
                                            
Ortiz,      Rolando                    433  
                                            
Panayi,     Michael                    818  
                                            
Ramirez,    Claudia                    825  
                                            
Ranaudo,    Charles                    600  
                                            
Shifres,    Diana                      238  
                                            
Wise,       Katherine                  188  
                                            
Young,      Noah                       290  
                                            
Bellone,    Thomas                     400  
                                            
Maghalaes,  Rico                       350  
                                            
Biskara Limited                      2,500  
                                            
Total                              114,617  
                                   


                                      -28-
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 72376}]
{"company-data": {"conformed-name": "USABG CORP", "cik": "0000846464", "assigned-sic": "6770", "irs-number": "112974406", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59585", "film-number": "98669700"}, "business-address": {"street1": "53-09 97TH PLACE", "city": "CORONA", "state": "NY", "zip": "11368", "phone": "7186990100"}, "mail-address": {"street1": "53-09 97TH PL", "city": "CORONA", "state": "NY", "zip": "11368"}, "former-company": [{"former-conformed-name": "U S BRIDGE CORP", "date-changed": "19940526"}, {"former-conformed-name": "COFIS INTERNATIONAL CORP", "date-changed": "19940428"}]}
To Become Effective Upon Filing
                                                 Pursuant to Rule 462

As filed with the U.S. Securities and Exchange Commission

                                Registration No.

-------------------------------------------------------------------

                       Securities and Exchange Commission
                              Washington D.C. 20549
                                    Form S-8

                             Registration Statement
                                      Under
                           The Securities Act of 1933

                                   USABG CORP.
               (Exact name of issuer as specified in its charter)

      Delaware                                          11-2974406
State of Incorporation                       (I.R.S. Employer Identification No)

                       53-09 97th Place, Corona N.Y. 11368
                    (Address of Principal Executive Offices)

                        SENIOR MANAGEMENT INCENTIVE PLAN
                            (Full Title of the Plan)

                         c/o Joseph Polito - USABG CORP.
                                             53-09 97th Place,
                                             Corona, N.Y.  11368
                     (Name and Address of Agent for Service)

                                 (718) 699-0100
                  (Telephone Number including area code of
                  agent of service)

--------------------------------------------------------------------------------

Approximate  Date of  Commencement  of Proposed sales under the Plan: as soon as
practicable after this Registration Statement becomes effective.

Total number of Pages    59

Exhibit Index begins sequentially on numbered page:     8
Calculation of the Registration Fees

Title of Securities  Amount to     Proposed   Proposed  Amount of
to be Registered     be registered Maximum    Maximum   Registra-
                                   Offering   Aggregate tion Fee
                                   Price Per  Offering
                                   Share      Price
-----------------------------------------------------------------

Shares of
Common Stock
 .001 par value
per share                500*      $1.10     $    550.00   $   .16
                     200,000**      2.125     425,000.00    125.38
                    --------                 -----------   ------- 

         Total =     200,500                 $425,550.00   $125.54

*  to  amend  prior  Registration   Statement  filed  February  28,  1997  which
inadvertently  deleted such shares which had been authorized as a year end bonus
to its employees pursuant to the Company's Senior Management  Incentive Plan and
hereby register such 500 shares.

**the  issuance of the 200,000  shares of Common Stock being  registered  hereby
were authorized by the Company on December 5, 1997 and issued in escrow in March
1998 pending vesting pursuant to the Company's Senior Management Incentive Plan.

(1)  merely for the  purpose of  computing  the  Registration  Fee and not as an
indicated indicia of market value.

                                      -2-
PART I    INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS

Item 1.   Plan Information

                  (See attached Exhibit Four)

Item 2.           Registrant Information and Employee Plan Annual
                  Information

                  All employee  participants  are entitled to,  without  charge,
                  upon  written  or  oral  request,  a  copy  of  all  documents
                  referenced below which are incorporated by reference in Item 3
                  of Part II of the  registration  statement (the  "Registration
                  Statement").  Such documents are  incorporated by reference in
                  the Section  10(a)  prospectus  and shall be provided  without
                  charge.  Any such other  documents  required to be provided to
                  employee   participants   pursuant   to  Rule  428(b)  of  the
                  Securities  Act of 1933 (the "Act") shall likewise be provided
                  without charge, upon written or oral request made to Ronald J.
                  Polito,  Secretary,  53-09 97th Place, Corona, New York 11368,
                  (718) 699-0100.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

                  There are  incorporated  herein  by  reference  the  following
                  documents:

         a.       USABG Corp.'s Amendment No. 2 to Form SB-2 (the "Company"), as
                  filed  with  the  Securities  and  Exchange   Commission  (the
                  "Commission")  on  June  2,  1998,  which  contains  certified
                  financial  statements  for the  Company's  latest  fiscal year
                  ended June 30, 1997.

         b.       The Company's  Forms 10-QSB filed with the  Commission for the
                  quarters ended December 31, 1997 and March 31, 1998.

         c.       The description of the Company's common stock contained in the
                  Company's  Amendment  No.  2 to Form  SB-2 as  filed  with the
                  Commission on June 2, 1998.

         d.       All reports  subsequently filed by the Company pursuant to the
                  Sections 13 (a), 13 (c),  14 and 15 (d) of the  Exchange  Act,
                  prior  to  the  filing  of a  post-effective  amendment  which
                  indicates that all securities  offered have been sold or which
                  deregisters  all securities  then remaining  unsold,  shall be
                  deemed to be  incorporated  herein by reference and to be part
                  hereof from the date of filing of such documents.

Item 4.           Description of Securities

                                      -3-
The Company has authorized  50,000,000 shares of Common Stock,
                  par value $.001 ("Common  Stock"),  and  10,000,000  shares of
                  Preferred Stock.

                  A maximum of  2,000,000  shares of Common  Stock (the  "Common
                  Stock"),  par value $.001 per share, may be issued pursuant to
                  the Company's Senior  Management  Incentive Plan (the "Plan").
                  This  Registration   Statement  serves  also  to  reflect  and
                  memorialize  the  Amendment to the Plan which  occurred at the
                  Company's annual meeting held on January 9, 1997 at which time
                  the  number of shares  issuable  under the Plan was  increased
                  from  1,000,000 to  2,000,000.  The Company  hereby  registers
                  200,500  shares of Common  Stock  only  consisting  of 200,000
                  restricted shares of Common Stock authorized  December 5, 1997
                  to certain  Executive  Officers of the Company pursuant to the
                  Plan and issued, in escrow in March 1998 pending vesting.  The
                  remaining 500 shares  represent  shares that were to have been
                  issued  and  registered  pursuant  to and  under  the Form S-8
                  Registration  Statement  filed  February  24, 1997 having been
                  authorized  for  issuance  on  December  2,  1996  to  certain
                  employees   of  the   Company,   but   which   were,   through
                  inadvertence, not included in said Registration Statement.

                  Holders of the Company's Common Stock are entitled to one vote
                  per share on each matter  submitted to a vote of stockholders.
                  Shares of Common Stock do not carry  cumulative  voting rights
                  and  therefore,  holders of the  majority  of the  outstanding
                  shares of Common  Stock are able to elect the entire  board of
                  directors and, if they do so, minority  stockholders would not
                  be able to elect any members to the board of directors.

                  The Company's board of directors has authority, without action
                  by the Company's stockholders,  to issue all or any portion of
                  the authorized but unissued  shares of Common Stock,  which if
                  done  would  reduce  the  existing  stockholder's   percentage
                  ownership  of the Company and may dilute the book value of the
                  Common Stock.

                  Stockholders  of the  Company  have no  preemptive  rights  to
                  acquire additional shares of Common Stock. The Common Stock is
                  not  subject  to  redemption,   carries  no   subscription  or
                  conversion rights.

                  In the event of  liquidation  of the  Company,  the holders of
                  Common Stock are entitled to share equally in corporate assets
                  after  satisfaction of all liabilities and priority payment to
                  the preferred shareholders.

                  Holders of Common Stock are entitled to receive such dividends
                  as the board of directors may from time to time declare out of
                  funds legally available for the

                                      -4-
payment of dividends.

                  During the last two fiscal years the Company has not paid cash
                  dividends on its Common Stock and does not anticipate  that it
                  will pay cash dividends in the foreseeable future.

Item 5.           Interests of Named Experts and Counsel

                  Not applicable.

Item 6.           Indemnification of Directors and Officers

                  The   Company's   Charter,   By-Laws  and   Delaware   General
                  Corporation  Law  indemnify all persons so identified as being
                  covered  including  officers  and  directors,   from  personal
                  liability as described below:

         a.       The Company's  Certificate of Incorporation  provides that its
                  officers  an   directors   (and   others)   are   entitled  to
                  indemnification   from  the  Company  to  the  fullest  extent
                  permitted by Section 145 of the Delaware  General  Corporation
                  Law, as amended from time to time.

         b.       The Company's  By-Laws provide that the board of directors may
                  authorize the  corporation to pay expenses  incurred by, or to
                  satisfy a judgment  or a fine  rendered or levied  against,  a
                  present or former director, officer or employee of the Company
                  in an action  brought by a third  part  against  such  person,
                  whether or not the Company is joined as a party  defendant  to
                  impose a  liability  or  penalty  on such a person  for an act
                  alleged  to  have  been  committed  by  such  person  while  a
                  director,  officer, or employee, or by the corporation,  or by
                  both;  provided,  the board of  directors  determines  in good
                  faith that such director,  officer,  or employee was acting in
                  good faith  within  what he  reasonably  believed to be in the
                  scope of his  employment  or authority and for a purpose which
                  he  reasonably  believed  to be in the  best  interest  of the
                  Company or its  stockholders.  Payments  authorized  hereunder
                  include  amounts  paid and  expenses  incurred in settling any
                  such action or  threatened  action.  This  Paragraph  does not
                  apply to any action  instituted  or maintained in the right of
                  the  Company by a  stockholder  or a holder of a voting  trust
                  certificate representing shares of the Company. The provisions
                  of  the  Paragraph  shall  apply  to  the  estate,   executor,
                  administrator,  heirs,  legatee,s  or  devisees of a director,
                  officer, or employee, and the term "person" where used in this
                  Paragraph shall include the estate,  executor,  administrator,
                  heirs, legatees, or devisees of such person.

         c.       Further, the Company's Certificate of Incorporation

                                      -5-
provides that the Company's  directors shall not be personally
                  liable to the Company or its stockholders for monetary damages
                  for  breach  of  fiduciary  duty  as a  director,  except  for
                  liability:  (i)  for  any  breach  of the  director's  duty of
                  loyalty to the corporation or its stockholders;  (ii) for acts
                  or omissions  not in good faith or which  involve  intentional
                  misconduct or a knowing  violation of law; (iii) under Section
                  174 of the General  Corporation  Law of the State of Delaware;
                  or (iv) for any transaction from which the director derived an
                  improper personal benefit.  If the General  Corporation Law of
                  the State of  Delaware  shall  hereafter  be  amended so as to
                  authorize  the  further   elimination  or  limitation  of  the
                  liability of  directors,  then the  liability of a director of
                  the  Company,  in  addition  to  the  limitation  on  personal
                  liability  provided  herein,  shall be limited to the  fullest
                  extent  permitted by the General  Corporation Law of the State
                  of Delaware, as then amended.

                  INSOFAR AS INDEMNIFICATION  FOR LIABILITIES  ARISING UNDER THE
                  SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS
                  OR PERSONS  CONTROLLING THE COMPANY  PURSUANT TO THE FOREGOING
                  PROVISIONS,  THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION
                  OF   THE    SECURITIES   AND   EXCHANGE    COMMISSION,    SUCH
                  INDEMNIFICATION  IS AGAINST  PUBLIC POLICY AS EXPRESSED IN THE
                  ACT IS THEREFORE UNENFORCEABLE.

                  IN THE EVENT  THAT A CLAIM FOR  INDEMNIFICATION  AGAINST  SUCH
                  LIABILITIES (OTHER THAN THE PAYMENT BY THE COMPANY OR EXPENSES
                  INCURRED OR PAID BY A DIRECTOR, OFFICER, OR CONTROLLING PERSON
                  OF THE COMPANY IN THE  SUCCESSFUL  DEFENSE OF ANY SUCH ACTION,
                  SUIT OR PROCEEDING)  IS ASSERTED BY SUCH DIRECTOR,  OFFICER OR
                  CONTROLLING  PERSON  OF THE  COMPANY  IN  CONNECTION  WITH THE
                  SECURITIES BEING  REGISTERED,  THE COMPANY WILL, UNLESS IN THE
                  OPINION  OF  ITS  COUNSEL  THE  MATTER  HAS  BEEN  SETTLED  BY
                  CONTROLLING   PRECEDENT  SUBMIT  TO  A  COURT  OF  APPROPRIATE
                  JURISDICTION THE QUESTION WHETHER SUCH  INDEMNIFICATION  BY IT
                  IS AGAINST  PUBLIC  POLICY AS EXPRESSED IN THE ACT AND WILL BE
                  GOVERNED BY THE FINAL ADJUDICATION OF SUCH ISSUE.

Item 7.           Exemption from Registration Claimed

                  Not Applicable.

Item 8.           Exhibits

                  Exhibit 4.                Senior Management Incentive Plan and

                                      -6-
Exhibit 5.                Opinion of Sol Freedman, Esq.

                  Exhibit 23.               Consent of Sol Freedman, Esq.*

                  Exhibit 23.1              Consent of Scarano & Tomaro, P.C.

                  *  Contained in opinion of Sol Freedman, Esq.

Item 9.           Undertakings

         a.       The undersigned registrant hereby undertakes:

                  i.       To file, during any period in which offers or
                           sales are being made, a post-effective amendment
                           to this Registration Statement;

                           (1)      To  include  any   prospectus   required  by
                                    Section  10(a)(3) of the  Securities  Act of
                                    1933 (the "Securities Act");

                           (2)      To  reflect in the  prospectus  any facts or
                                    events  which,   individually  or  together,
                                    represent  a   fundamental   change  in  the
                                    information in the Registration Statement;

                           (3)      To  include   any   additional   or  changed
                                    material   information   on  the   plan   of
                                    distribution.

                  Provided,  however,  that  Paragraphs a.i. (1) and a.i. (2) do
                  not apply if the  Registration  Statement is on Form S- 8, and
                  the  information  required to be included in a  post-effective
                  amendment is incorporated  by reference from periodic  reports
                  filed by the small business issuer under the Exchange Act.

                  ii.      That, for determining  liability under the Securities
                           Act,  treat each  post-effective  amendment  as a new
                           registration statement of the securities offered, and
                           the offering of the securities at that time to be the
                           initial bona fide offering.

                                      -7-
EXHIBIT INDEX

EXHIBIT NUMBERS                           ITEM
---------------                           ----

         4                   Senior Management Incentive Plan and

         5                   Opinion of Sol Freedman, Esq.

        23                   Consent of Sol Freedman, Esq. *

        23.1                 Consent of Scarano & Tomaro, P.C.

                  * Contained in opinion of Sol Freedman, Esq.

                                      -8-
SIGNATURES

Pursuant  to  the  requirements  of the  Securities  Act of  1933,  the  Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on it's  behalf  by the  undersigned,  thereunto  duly
authorized in New York, NY on this 23rd day of June, 1998.

                                                 By:  /S/Joseph Polito 
                                                         -------------
                                                         JOSEPH POLITO
                                                         Chief Executive Officer

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement  of USABG  Corp.  has been  signed  by the  following  persons  in the
capacities and on the dates indicated.

Signatures                    Title                      Date
----------                    -----                      ----

/S/ Joseph Polito         President/Director            6/23/98 
-----------------
JOSEPH POLITO             (Chief Executive Officer)

/S/ Ronald Polito         Secretary and Director        6/23/98 
-----------------
RONALD POLITO

/S/ Steven Polito         Treasurer and Director        6/23/98 
-----------------
STEVEN POLITO

_______________________   Director                      ________________
MARVIN WEINSTEIN 

/S/ Ronald Murphy         Director                      6/23/98 
-----------------
RONALD MURPHY

                                      -9-
EXHIBIT 4

                        SENIOR MANAGEMENT INCENTIVE PLAN

                                      -10-
SENIOR MANAGEMENT INCENTIVE PLAN OF U.S. BRIDGE CORP.

1.       PURPOSE OF THE PLAN
         The purpose of the Senior  Management  Incentive Plan ("the  Management
Plan") of U.S. Bridge Corp.  ("the  Corporation")  is to provide an incentive to
key  management  employees  whose  present and  potential  contributions  to the
Corporation and/or its Subsidiaries (as such term is defined in Section 2 below)
are, or will be,  important to the success of the  Corporation by affording said
employees an opportunity to acquire a proprietary  interest in the  Corporation.
It is intended  that this purpose  will be effected  through the issuance of (i)
incentive stock rights;  (ii) stock options;  (iii) stock  appreciation  rights;
(iv) limited stock  appreciation  rights;  and (v) shares of Common Stock, $.001
par value per share, of the Corporation ("Common Stock") subject to restrictions
on disposition  ("restricted shares")  (collectively,  such options,  rights and
restricted  shares are  referred to herein as  "Awards").  Stock  options  which
qualify as "Incentive  Stock Options" under Section 422A of the Internal Revenue
Code of 1986, as it hereafter may be amended (the "Code"),  may be granted under
the Management  Plan.  Such options are sometimes  referred to  collectively  as
"ISOs".  Options which do not qualify as ISOs  ("non-ISOs")  may also be granted
under the Plan.

2.       ELIGIBILITY
         Awards may be made or granted to those key management  employees of the
Corporation and/or its Subsidiaries who are deemed to have the potential to have
a significant  effect on the future  success of the  Corporation  (such eligible
persons  being  referred  to  herein  as  "Eligible  Participants").   The  term
"management  employees" shall include  executive  officers,  key employees,  and
consultants  of the  Corporation  and/or its  Subsidiaries.  A  Director  of the
Corporation,  and/or any of its Subsidiaries, who is not also an employee of the
Corporation,  and/or of one of its Subsidiaries, will not be eligible to receive
any Awards  under the  Management  Plan.  No ISO shall be granted to an employee
who, at the time the option is granted,  owns stock  possessing more than 10% of
the total combined  voting power of all classes of capital stock of the employer
Corporation  (as such term is used in the Code) or any Parent or  Subsidiary  of
the employer Corporation,  provided, however, that an ISO may be granted to such
an employee if at the time such ISO is granted, the option price is at least one
hundred ten percent  (110%) of the fair market value of stock subject to the ISO
on the date of grant (as determined pursuant to Subsection 8(a) hereof) and such
ISO is by its terms not exercisable  after the expiration of five (5) years from
the date such option is granted.  The exercise  price of the non-ISOs may not be
less than 85% of the fair market value of the Common Stock on the date of grant.
The terms  "Subsidiary"  and  "Parent")  as used herein  shall have the meanings
given them in Section 425 of the Code. Awards may be made to executive personnel
who hold, or have held, options,  rights, or shares under the Management Plan or
under any other plans of the Corporation.

                                      -11-
3.       STOCK SUBJECT TO THE PLAN
         The shares that may be issued  upon  exercise of options and rights and
which may be issued as  restricted  shares under the  Management  Plan shall not
exceed in the aggregate  2,000,000  shares of the Common  Stock,  as adjusted to
give effect to the anti-dilution provisions contained in Section 12 hereof. Such
shares  may be  authorized  and  unissued  shares,  or shares  purchased  by the
Corporation  and reserved for issuance  under the  Management  Plan.  If a stock
option or incentive stock right for any reason expires or is terminated  without
having been exercised in full, or if shares  restricted  are  repurchased by the
Corporation in accordance  with the terms thereof,  those shares  relating to an
unexercised  stock  option or  incentive  stock rights or shares which have been
repurchased  shall  again  become  available  for grant  and/or  sale  under the
Management Plan.

4.       AWARDS UNDER THE PLAN
         Awards under the Management Plan may be of five types: "Incentive stock
rights,"  "stock  options,"   "stock   appreciation   rights."   "limited  stock
appreciation  rights," and  "restricted  shares."  "Incentive  stock rights" are
composed  of  incentive  stock units which give the holder the right to receive,
without payment of cash or property to the Corporation,  shares of Common Stock,
subject  to the  terms,  conditions,  and  restrictions  described  in Section 7
hereof.  An option,  including  as ISO, is a right to purchase  Common  Stock in
accordance with Section 8 hereof. A "stock  appreciation right" is a right given
to the holder of a stock option to receive,  upon  surrender of all or a portion
of his stock option without  payment of cash or property to the  Corporation,  a
number of shares of Common stock and/or cash determined pursuant to a formula in
accordance  with Section 9 hereof.  A "limited  stock  appreciation  right" is a
right given to a holder of a stock  option to receive,  upon the  occurrence  of
certain events generally constituting a change in control of the Corporation,  a
number of shares of Common Stock and/or cash upon  surrender of all or a portion
of his stock option without the payment of cash or property to the  Corporation,
in accordance with Section 10 hereof.  "Restricted  shares" are shares of Common
Stock which,  following issuance, are nontransferable and subject to substantial
risk of forfeiture until specific  conditions based on continuing  employment or
achievement or preestablished performance objectives are met, in accordance with
Section 11 hereof. All references to "cash" herein shall mean "cash or certified
check."

5.       ADMINISTRATION
         (a) Procedure.  The Management  Plan shall be administered by the Board
of Directors or by a Committee of the Board of Directors (the  "Committee"),  if
one is appointed for this purpose.  Committee  members shall serve for such term
as the Board of  Directors  may in each case  determine  and shall be subject to
removal at any time by the Board of Directors. Members of the Board of Directors
who are either  eligible for Awards or have been granted  Awards may not vote on
any matters affecting the  administration of the Management Plan or the grant of
any Award pursuant to the Management Plan.

                                      -12-
(b) Powers of the Board or  Committee.  As used  herein,  except as the
Committee's powers are specifically limited in Sections 5, 6, 20, and 21 hereof,
reference  to the Board of  Directors  shall mean such  Board or the  Committee,
whichever is then acting with  respect to the  Management  Plan.  Subject to the
provisions  of the  Management  Plan,  the  Board of  Directors  shall  have the
authority  in its  discretion:  (i) to  determine,  upon review of the  relevant
information,  the fair market value of the Common  Stock;  (ii) to determine the
exercise price per share of stock options to be granted;  (iii) to determine the
Eligible  Participants  to whom,  and time or times at  which,  Awards  shall be
granted  and the number of shares to be  issuable  upon  exercise  of each stock
option or right sold pursuant to restricted stock purchase  agreements;  (iv) to
construe and interpret the Management Plan; (v) to prescribe, amend, and rescind
rules and  regulations  relating to the Management  Plan;  (vi) to determine the
terms and provisions of each Award (which need not be  identical);  and (vii) to
make all other  determinations  necessary to or advisable for the administration
of the Management Plan. Notwithstanding the foregoing, in the event any employee
of the  Corporation  or of any of its  Subsidiaries  granted an Award  under the
Management  Plan  is,  at the  time of such  grant,  a  member  of the  Board of
Directors of the  Corporation,  the grant of such Award shall,  in the event the
Board of  Directors  at the time such  Award is granted is not deemed to satisfy
the  requirement  of  Rule   16(b)-3(b)(2)(i)  or  (ii)  promulgated  under  the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), be subject to
the approval of an auxiliary committee consisting of not less than three persons
all of whom  qualify  as  "disinterested  persons"  within  the  meaning of Rule
16(b)-3(d)(3)  promulgated  under the  Exchange  Act.  In the event the Board of
Directors deems it impractical to form a committee of disinterested persons, the
Board of Directors is authorized to approve any award under the Management Plan.

6.       DURATION OF THE PLAN
         The  Management  Plan shall become  effective  upon the approval of the
requisite vote of the stockholders of the  Corporation,  and upon the approvals,
if required,  of any other public authorities.  The Management Plan shall remain
in effect for a term of ten (10) years  from the date of  adoption  by the Board
unless sooner  terminated  under Section 20 hereof.  Notwithstanding  any of the
foregoing to the contrary,  the Board of Directors (but not the Committee) shall
have the authority to amend the  Management  Plan pursuant to Section 20 hereof;
provided,  however,  that  Awards  already  made shall  remain in full force and
effect as if the Management Plan had not been amended or terminated.

7.       INCENTIVE STOCK RIGHTS
         The  Board of  Directors,  in its  discretion,  may  grant to  Eligible
Participants incentive stock rights composed of incentive stock units. Incentive
stock rights shall be granted  pursuant to incentive stock rights  agreements in
such  form,  and not  inconsistent  with the  Management  Plan,  as the Board of
Directors shall approve from time to time and shall include substantially the

                                      -13-
following terms and conditions as determined by the Board of Directors:

(a) Incentive Stock Units. An incentive stock rights agreement shall specify the
number of incentive stock units to which it pertains.  Each incentive stock unit
shall be  equivalent  to one share of Common Stock.  Each  incentive  stock unit
shall  entitle  the  holder  thereof  to  receive,  subject  to the lapse of the
incentive periods (as hereinafter defined),  without payment of cash or property
to the  Corporation,  one share of Common  Stock in  consideration  for services
performed by the Eligible  Participant for the Corporation or for any one of its
Subsidiaries.

(b) Incentive Period.  The holder of incentive stock rights shall be entitled to
receive  shares of Common Stock only after the lapse of such  incentive  periods
and in such  manner,  as  shall  be  fixed  in the  discretion  of the  Board of
Directors at the time of grant of such incentive  stock rights.  (Such period so
fixed is herein referred to as an "incentive period").  To the extent the holder
of  incentive  stock rights  receives  shares of Common Stock on the lapse of an
incentive  period, an equivalent number of incentive stock units subject to such
rights shall be deemed to have been discharged.

(c)  Termination  by  Reason  of  Death or  Disability.  In the  event  that the
recipient of incentive  stock  rights  ceases to be employed by the  Corporation
and/or by any of its Subsidiaries  during an incentive  period,  due to death or
permanent  disability (as  determined by the Board of Directors),  the holder of
incentive stock rights or, in the case of the death of the holder,  the personal
representatives,  heirs, or legatees of such holder shall be entitled to receive
a number of shares equal to an amount determined by multiplying the total number
of incentive stock units applicable to such incentive period by a fraction,  the
numerator of which shall be the number of full calendar  months between the date
of grant of the incentive stock rights and the date of such  termination and the
denominator  of which shall be the number of full  calendar  months  between the
date of grant and the date such incentive  period for such units would,  but for
such termination,  have lapsed. For purposes of this Subsection 7(c), this shall
constitute  a lapse of the  incentive  period  with  respect  to the  number  of
incentive stock units equal to the number of shares issued. Units upon which the
incentive period do not lapse pursuant to the foregoing sentence shall terminate
and be null and void on the date on which the recipient ceases to be employed by
the Corporation and/or by any of its Subsidiaries.

(d) Termination for Any Other Reason.  In the event that the employment,  by the
Corporation  or by any of its  Subsidiaries,  of the recipient to whom incentive
stock  rights have been issued  under the  Management  Plan  terminates  for any
reason  (including  dismissal by the Corporation or by any of its  Subsidiaries,
with or without cause) other than death or permanent disability,  such rights as
to which the incentive period has not lapsed shall terminate and be

                                      -14-
null and void on termination of the relationship.

(e) Issuance of Shares.  Upon the lapse of an incentive period,  the Corporation
shall deliver to the holder of the related incentive stock unit a certificate or
certificates  representing  the  number of shares of Common  Stock  equal to the
number of incentive  stock units with  respect to which an incentive  period has
lapsed. The Corporation shall pay all applicable transfer or issue taxes.

8.       OPTIONS
         Options shall be evidenced by stock option agreements in such form, and
not  inconsistent  with the  Management  Plan,  as the Board of Directors  shall
approve from time to time,  which  agreements  shall  contain in  substance  the
following terms and conditions:

(a) Option Price; Number of Shares. The option price, which shall be approved by
the  Board of  Directors,  shall in no event be less  than one  hundred  percent
(100%) in the case of ISOs, except with respect to 10% stockholders  whereby the
price shall be 110%,  and in the case of non-ISOs,  eight-five  percent (85%) of
the fair market value of the  Corporation's  Common Stock at the time the option
is granted.  The fair market value of the Common Stock,  for the purposes of the
Management  Plan,  shall mean:  (i) if the Common  Stock is traded on a national
securities  exchange or on the NASDAQ National  Market System  ("NMS"),  the per
share closing price of the Common Stock on the principal  securities exchange on
which it is  listed  or on NMS,  as the case may be, on the date of grant (or if
there is no  closing  price  for such  date of  grant,  then the last  preceding
business day on which there was a closing price); or (ii) if the Common Stock is
traded in the over-the-counter market and quotations are published on the NASDAQ
quotation  system (but not on NMS), the closing bid price of the Common Stock on
the date of grant as  reported  by NASDAQ (or if there are no closing bid prices
for such date of grant, then the last preceding  business day on which there was
a  closing  bid  price);  or  (iii)  if  the  Common  Stock  is  traded  in  the
over-the-counter  market but bid  quotations  are not  published by NASDAQ,  the
closing bid price per share for the Common Stock as furnished by a broker-dealer
which regularly furnishes price quotations for the Common Stock.

The  option  agreement  shall  specify  the  total  number of shares to which it
pertains and whether such options are ISOs or are not ISOs. With respect to ISOs
granted under the Management  Plan, the aggregate fair market value  (determined
at the time an ISO is  granted)  of the shares of Common  Stock with  respect to
which  ISOs are  exercisable  for the first  time by such  employee  during  any
calendar  year  shall  not  exceed  $100,000  under  all  plans of the  employer
Corporation or its Parent or Subsidiaries.

(b) Waiting  Period and Exercise  Dates.  At the time an option is granted,  the
Board of  Directors  will  determine  the terms and  conditions  to be satisfied
before shares may be purchased,  including the dates on which shares  subject to
the  option may first be  purchased.  (The  period  from the date of grant of an
option

                                      -15-
until the date on which such option may first be exercised is referred to herein
as the  "waiting  period".)  At the time an  option  is  granted,  the  Board of
Directors  shall fix the period within which it may be exercised which shall not
be less than one (1) year nor,  for an ISO,  more than ten (10)  years (not more
than 5 years for 10% stockholders) from the date of grant or, for a non-ISO, for
more than  thirteen  (13) years from the date of grant.  (Any of such periods is
referred to herein as the "exercise period.")

(c) Form and Time of Payment.  Stock purchased  pursuant to an option  agreement
shall be paid for at the time of  purchase  either  in (i) cash or by  certified
check or, in the discretion of the Board of Directors, as set forth in the stock
option agreement;  (ii) through the delivery of shares of Common Stock; or (iii)
in a combination of the methods  described above.  Upon receipt of payment,  the
Corporation  shall,  without transfer or issue tax to the option holder or other
person entitled to exercise the option,  delivered to the option holder (or such
other person) a certificate or certificates for the shares so purchased.

(d) Effect of Termination or Death. In the event that an option holder ceases to
be an employee of the Corporation or of any of its  Subsidiaries  for any reason
other than  permanent  disability  (as  determined by the Board of Directors) or
death,  any  option,  including  any  unexercised  portion  thereof,  which  was
otherwise exercisable on the date of termination,  shall expire unless exercised
within a period of three months from the date on which the option  holder ceases
to be so employed,  but in no event after the expiration of the exercise period,
provided, however, that if the Board of Directors shall determine that an option
holder  shall  have been  discharged  for  cause,  options  granted  and not yet
exercised  shall  terminate  immediately  and be null and void as of the date of
discharge. In the event of the death of an option holder during this three month
period, the option shall be exercisable by his or her personal  representatives,
heirs,  or  legatees  to the same  extent  that the  option  holder  could  have
exercised  the option if he had not died,  for the three months from the date of
death, but in no event after the expiration of the exercise period. In the event
of the  permanent  disability  of an  option  holder  while an  employee  of the
Corporation or of any of its  Subsidiaries,  any option granted to such employee
shall be  exercisable  for  twelve  (12)  months  after  the  date of  permanent
disability,  but in no event after the expiration of the exercise period. In the
event of the death of an option holder while an employee of the  Corporation  or
of any of its  Subsidiaries,  or during the twelve (12) month  period  after the
date of permanent  disability of the option  holder,  that portion of the option
which had become exercisable on the date of death shall be exercisable by his or
her  personal  representatives,  heirs,  or  legatees  at any time  prior to the
expiration of one (1) year from the date of the death of the option holder,  but
in no event after the expiration of the exercise period.  Except as the Board of
Directors shall provide otherwise, in the event an option holder ceases to be an
employee of the Corporation or of any of its Subsidiaries for any reason,

                                      -16-
including  death,  prior to the lapse of the waiting  period,  his option  shall
terminate and be null and void.

(e) Other Provisions.  Each option granted under the Management Plan may contain
such  other  terms,  provisions,   and  conditions  not  inconsistent  with  the
Management Plan as may be determined by the Board of Directors.

9.       STOCK APPRECIATION RIGHTS
         The Board of Directors may grant, in its discretion, stock appreciation
rights to the holder of any stock option under the Management  Plan. Such rights
shall be granted pursuant to a stock appreciation rights agreement in such form,
and not  inconsistent  with the Management Plan, as the Board of Directors shall
approve  from time to time (and which may be  incorporated  in the stock  option
agreement  governing  the  terms  of  the  related  option)  and  shall  include
substantially the following terms and conditions as the Board of Directors shall
determine:

(a)  Grant.  Each right  shall  relate to a specific  option  granted  under the
Management  Plan and shall be granted to the option holder  either  concurrently
with the grant of such option or at such later time as  determined  by the Board
of Directors.

(b)  Exercise.  A stock  appreciation  right shall  entitle an option  holder to
receive,  without  payment of cash or property to the  Corporation,  a number of
shares of Common Stock, cash, or a combination  thereof in the amount determined
pursuant  to  Subsection  9(c) below.  The Board of  Directors  shall  determine
whether such  payment  shall be made in Common  Stock,  cash,  or a  combination
thereof. Unless otherwise determined by the Board of Directors, a right shall be
exercisable to no greater extent nor upon any more favorable conditions than its
related option is exercisable  under  Subsection  8(b) hereof.  An option holder
wishing to exercise a right in accordance  with this  Subsection 9(b) shall give
written  notice of such  exercise to the  Corporation,  which notice shall state
that the  holder of the right  elects to  exercise  the right and the  number of
shares in respect of which the right is being  exercised.  The effective date of
exercise  of a right  shall be the  date on which  the  Corporation  shall  have
received such notice.  Upon receipt of such notice,  the  Corporation  shall (i)
deliver to the option holder or other person  entitled to exercise the right,  a
certificate or certificates  representing such shares;  and /or (ii) pay cash to
the  option  holder  or  other  person  entitled  to  exercise  the  right.  The
Corporation  shall pay all applicable  transfer or issue taxes.  Notwithstanding
the  provisions of this section,  no stock  appreciation  right may be exercised
within a period of six  months on the date of grant of such  stock  appreciation
right and no stock  appreciation  right  granted  with  respect to an ISO may be
exercised  unless  the  fair  market  value of the  Common  Stock on the date of
exercise exceeds the exercise price of the ISO.

(c)      Number of Shares or Amount of Cash.  The number of shares

                                      -17-
which shall be issued  pursuant to the  exercise of a stock  appreciation  right
shall be  determined  by  dividing  (i) that  portion,  as elected by the option
holder,  of the total  number of shares  which the option  holder is eligible to
purchase pursuant to Subsection 8(b) hereof (and as adjusted pursuant to Section
12 hereof), multiplied by the amount (if any) by which the fair market value (as
determined in accordance with Subsection 8(a) hereof) of a share of Common Stock
on the exercise date exceeds the option exercise price of the related option; by
(ii) the fair market value of a share of Common stock on the exercise  date.  In
lieu of issuing shares of Common Stock on the exercise of a right,  the Board of
Directors  may elect to pay the cash  equivalent of the fair market value on the
exercise  date of any or all of the shares which would  otherwise be issuable on
exercise  of the  right.  No  fractional  shares  shall  be  issued  under  this
Subsection  9(c).  In lieu of  fractional  shares,  the option  holder  shall be
entitled  to receive a cash  adjustment  equal to the same  fraction of the fair
market value per share of Common Stock on the date of exercise.

(d) Effect of Exercise.  Upon the  exercise of stock  appreciation  rights,  the
related  option shall be considered to have been  exercised to the extent of the
number of shares of Common Stock with  respect to which such stock  appreciation
rights are  exercised  and shall be  considered  to have been  exercised to that
extent  for  purposes  of  determining  the  number of  shares  of Common  Stock
available for the grant of options under the Management  Plan. Upon the exercise
or termination of the related option, the stock appreciation rights with respect
to such related  option shall be considered to have been exercised or terminated
to the extent of the number of shares of Common  Stock with respect to which the
related option was so exercised or terminated.

(e) Effect of Termination or Death. In the event that an option holder ceases to
be an employee or consultant of the  Corporation  or of any of its  Subsidiaries
for any reason, his stock  appreciation  rights shall be exercisable only to the
extent and upon the conditions that their related options are exercisable  under
Subsection 8(d).

10.      LIMITED STOCK APPRECIATION RIGHTS
         The Board of Directors  may grant,  in its  discretion,  limited  stock
appreciation  rights ("Limited Rights") to the holder of any option with respect
to all or a portion of the shares  subject to such option.  Such Limited  Rights
shall be granted  pursuant to an  agreement in such form,  and not  inconsistent
with the Management  Plan, as the Board of Directors  shall approve from time to
time (and which may be incorporated in the stock option agreement  governing the
terms of the related option) and shall include substantially the following terms
and conditions as the Board shall determine:

(a) Grants.  A Limited Right may be granted  concurrently  with the grant of the
related option or at such later time as determined by the Board of Directors.

                                      -18-
(b) Exercise.  Unless otherwise determined by the Board of Directors,  a Limited
Right may be  exercised  only during the period (a)  beginning  on the first day
following  any  one of (i) the  date  of  approval  by the  stockholders  of the
Corporation of an Approved  Transaction (as defined in Subsection  10(e) below),
(ii) the date of a Control  Purchase (as defined in  Subsection  10(e) below) or
(iii) the date of a Board Change (as defined in Subsection 10(e) below); and (b)
ending on the  thirtieth  day (or such other date  specified in the stock option
agreement)  following such date (such period herein  referred to as the "Limited
Right  Exercise  Period").  Each Limited Right shall be  exercisable  during the
Limited  Right  Exercise  Period only to the extent the  related  option is then
exercisable and in no event after the termination of the related option. Limited
Rights  granted under the  Management  Plan shall be  exercisable in whole or in
part by notice to the  Corporation.  Such notice  shall state that the holder of
the  Limited  Rights  elects to exercise  the  Limited  Rights and the number of
shares in respect of which the Limited Rights are being exercised. The effective
date of exercise of a Limited  Right shall be deemed to be the date on which the
Corporation shall have received such notice.

(c) Amount Paid Upon Exercise.  Upon the exercise of Limited Rights,  the holder
shall receive in cash an amount equal to the excess of (i) the fair market value
(as determined  pursuant to Subsection  8(a) above),  on the date of exercise of
such  Limited  Rights,  of each share of Common Stock with respect to which such
Limited Right shall have been exercised;  over (ii) the exercise price per share
of Common Stock subject to the related option.

(d) Effect of Exercise.  Upon the exercise of Limited Rights, the related option
shall be considered to have been exercised to the extent of the number of shares
of Common  Stock with  respect to which such Limited  Rights are  exercised  and
shall be  considered  to have been  exercised  to that  extent for  purposes  of
determining  the  number of shares of Common  Stock  available  for the grant of
options  under the  Management  Plan.  Upon the exercise or  termination  of the
related option,  the Limited Rights with respect to such related option shall be
considered  to have been  exercised or terminated to the extent of the number of
shares of Common Stock with respect to which the related option was so exercised
or terminated.

(e) Definitions. For purposes of this Section 10:

         (i) An  "Approved  Transaction"  shall  mean (A) any  consolidation  or
merger of the  Corporation  in which the  Corporation  is not the  continuing or
surviving  corporation  or  pursuant  to which  shares of Common  Stock would be
converted into cash, securities,  or other property,  other than a merger of the
Corporation in which the holders of Common Stock immediately prior to the merger
have  the  same  proportionate  ownership  of  common  stock  of  the  surviving
corporation  immediately after the merger; or (B) any sale, lease,  exchange, or
other transfer (in one transaction or a series of related  transactions) of all,
or substantially  all, of the assets of the Corporation;  or (C) the adoption of
any plan or proposal for

                                      -19-
the liquidation or dissolution of the Corporation.

         (ii) A "Control  Purchase" shall mean circumstances in which any person
(as such term is defined in Sections 13(d)(2) and 14(d)(2) of the Exchange Act),
corporation, or other entity (other than the Corporation or any employee benefit
plan sponsored by the Corporation or any of its Subsidiaries) (A) shall purchase
any  common  Stock  of the  Corporation  (or  securities  convertible  into  the
Corporation's  Common Stock) for cash,  securities,  or any other  consideration
pursuant to a tender offer or exchange  offer,  without the prior consent of the
Board of Directors;  or (B) shall become the "beneficial owner" (as such term is
defined in Rule 13d-3  under the  Exchange  Act),  directly  or  indirectly,  of
securities of the Corporation  representing twenty-five percent (25%) or more of
the combined voting power of the then outstanding  securities of the Corporation
ordinarily (and apart from rights accruing under special  circumstances)  having
the right to vote in the  election  of  Directors  (calculated  as  provided  in
paragraph  (d) of  such  Rule  13d-3  in the  case  of  rights  to  acquire  the
Corporation's securities).

         (iii) A "Board Change" shall mean  circumstances  in which,  during any
period of two consecutive  years or less,  individuals,  who at the beginning of
such  period  constitute  the  entire  Board,  shall  cease  for any  reason  to
constitute  a  majority  thereof  unless the  election,  or the  nomination  for
election by the Corporation's stockholders, of each new director was approved by
a vote of at least a majority of the Directors then still in office.

11.      RESTRICTED SHARES
         The Board of Directors may authorize,  in its discretion,  the issuance
of  restricted  shares of Common  Stock to  Eligible  Participants  pursuant  to
restricted  share  agreements  in such  form,  and  not  inconsistent  with  the
Management  Plan, as the Board of Directors shall approve from time to time. Any
amount of restricted shares issued shall be subject to the following terms:

         (a) Restricted Period and Price. The Board of Directors shall prescribe
restrictions,  terms,  and  conditions,  including but not limited to the period
("restricted  period")  during which the holder must continue to render services
to the  Corporation  in order to retain the  restricted  shares,  in addition to
those provided in the Management  Plan. The Board shall  determine the price, if
any, to be paid by the holder for the restricted shares.  Upon forfeiture of any
restricted  shares, any amount paid by the holder shall be repaid in full by the
Corporation.

         (b) Issuance of Restricted Shares. Restricted shares, when issued, will
be represented by a stock certificate or certificates  registered in the name of
the holder to whom such  restricted  shares shall have been awarded.  During the
restricted  period,  certificates  representing  the  restricted  shares and any
securities  constituting retained  distributions (as defined below in Subsection
11(c))  shall bear a  restrictive  legend to the effect  that  ownership  of the
restricted  shares,  and the enjoyment of all rights  appurtenant  thereto,  are
subject to the restrictions, terms, and

                                      -20-
conditions provided in the Management Plan and the applicable  restricted shares
agreement.  Such  certificates  shall  be  deposited  by such  holder  with  the
Corporation, together with stock powers or other instruments of assignment, each
endorsed in blank,  which will permit  transfer to the Corporation of all or any
portion of the restricted  shares and any retained  distributions  that shall be
forfeited or that shall not become vested in accordance with the Management Plan
and the applicable restricted shares agreement.

         (c) Rights With Respect to Restricted  Shares.  Restricted shares shall
constitute  issued  and  outstanding  shares of Common  Stock for all  corporate
purposes.  The holder  will have the right to vote such  restricted  shares,  to
receive and retain all regular cash  dividends and such other  distributions  as
the Board may in its sole  discretion  designate,  pay,  or  distribute  on such
restricted shares, and to exercise all other rights, powers, and privileges of a
holder  of  Common  Stock  with  respect  to such  restricted  shares,  with the
exception  that (i) the holder  will not be  entitled  to  delivery of the stock
certificate  or  certificates  representing  such  restricted  shares  until the
restricted  period shall have expired and unless all other vesting  requirements
with respect thereto shall have been fulfilled; (ii) the Corporation will retain
custody of the stock certificates  representing the restricted shares during the
restricted  period;  (iii)  other than  regular  cash  dividends  and such other
distributions as the Board may in its sole discretion designate, the Corporation
will retain  custody of all  distributions  ("retained  distributions")  made or
declared with respect to the restricted shares (and such retained  distributions
will  be  subject  to  the  same  restrictions,  terms,  and  conditions  as are
applicable to the restricted shares) until such time, if ever, as the restricted
shares with respect to which such retained  distributions  shall have been made,
paid, or declared  shall have become  vested,  and such  retained  distributions
shall not bear interest or be segregated in separate  accounts;  (iv) the holder
may not sell, assign, transfer,  pledge,  exchange,  encumber, or dispose of the
restricted shares or any retained  distributions  during the restricted  period;
and (v) a breach of any  restrictions,  terms,  or  conditions  provided  in the
Management  Plan or  established  by the Board with  respect  to any  restricted
shares or retained  distributions  will cause a  forfeiture  of such  restricted
shares and any retained distributions with respect thereto.

         (d) Completion of Restricted  Period. On the last day of the restricted
period  with  respect  to  each  Award  of  restricted   shares,  and  upon  the
satisfaction of any other applicable restrictions, terms, and conditions, all or
part  of  such  restricted   shares  shall  become  vested,   and  any  retained
distributions with respect to such restricted shares shall become vested. Unless
the Administrator  determines otherwise, any such restricted shares and retained
distributions  that  shall  not  have  become  vested  upon the  termination  of
employment of the holder shall be forfeited to the  Corporation,  and the holder
shall not thereafter have any rights (including dividend and voting rights) with
respect to such  restricted  shares and retained  distributions  that shall have
been

                                      -21-
so forfeited,  provided,  however,  that if a holder shall die,  become  totally
disabled,  or be terminated by the Corporation without cause during a restricted
period with respect to any restricted shares,  then, unless the restricted share
agreement  relating to such shares  provides  otherwise,  the restricted  period
applicable to each Award of restricted  shares to such holder shall be deemed to
have expired and all such  restricted  shares and retained  distributions  shall
become vested.

12.      RECAPITALIZATION
         In the event that dividends are payable in Common Stock or in the event
there are splits,  subdivisions or  combinations of shares of Common Stock,  the
number of shares  available  under the  Management  Plan shall be  increased  or
decreased  proportionately,  as the  case  may be,  and  the  number  of  shares
delivered upon the exercise  hereafter of any stock option or stock appreciation
right, upon distribution  pursuant to incentive stock rights theretofore granted
or issued  pursuant to restricted  share  agreements  theretofore  entered into,
shall be  increased or decreased  proportionately,  as the case may be,  without
change in the aggregate purchase price (where applicable).

13.      ACCELERATION
         Notwithstanding  any  contrary  waiting  period  in  any  stock  option
agreement,  any incentive period in any incentive stock rights agreement, or any
restricted  period with respect to any restricted  shares issued pursuant to any
restricted  shares  agreement  or in the  Management  Plan,  but  subject to any
determination  by the Board of Directors  to provide  otherwise at the time such
Award is granted or subsequent  thereto,  each outstanding  option granted under
the  Management  Plan shall,  except as  otherwise  provided in the stock option
agreement, become exercisable in full for the aggregate number of shares covered
thereby, and each share issuable upon lapse of an incentive period or each share
issued pursuant to a restricted share agreement, except as otherwise provided in
the incentive stock rights agreement or restricted share agreement,  as the case
may be, shall vest  unconditionally on the first day following the occurrence of
any of the following: (a) the approval by the stockholders of the Corporation of
an Approved Transaction; (b) a Control Purchase; or (c) a Board Change.

14.      CONTINUATION  OF  RELATIONSHIP;  LEAVE OF  ABSENCE 
         (a) Nothing in the Management  Plan or any Award made  hereunder  shall
interfere  with, or limit in any way, the right of the  Corporation or of any of
its Subsidiaries to terminate any Eligible Participant's employment at any time,
nor  confer  upon  any  Eligible  Participant  any  right to  continue  any such
relationship with the Corporation or any of its Subsidiaries.

         (b) For purposes of the Management  Plan, (i) a transfer of a recipient
of options,  rights,  or restricted shares hereunder from the Corporation to one
of its Subsidiaries or vice versa, or from one Subsidiary to another;  or (ii) a
leave of absence duly

                                      -22-
authorized by the Corporation shall not be deemed a termination of employment or
a break in the incentive,  waiting,  exercise, or restricted period, as the case
may be. In the case of any employee on an approved  leave of absence,  the Board
of  Directors  may make such  provisions  with respect to  continuance  of stock
rights, options, or restricted shares previously granted while on leave from the
employ of the Corporation or one of its Subsidiaries as it may deem equitable.

15.      GENERAL RESTRICTION
         Each  Award  made  under the  Management  Plan  shall be subject to the
requirement  that, if at any time the Board of Directors shall determine,  in it
sole and subjective  discretion,  that (i) the registration,  qualification,  or
listing of the shares subject to such Award upon a securities  exchange or under
any state or federal  law; or (ii) the  consent or approval of any  governmental
regulatory  body is necessary or desirable as a condition  of, or in  connection
with,  the  granting or exercise of such  Award,  the  Corporation  shall not be
required to issue such shares unless such registration,  qualification, listing,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Board of Directors.  Nothing in the Management Plan or any
agreement or grant  hereunder  shall obligate the Corporation to effect any such
registration, qualification or listing.

16.      RIGHTS AS A STOCKHOLDER
         The holder of a stock option,  incentive  stock right, or limited stock
appreciation  right shall have no rights as a  stockholder  with  respect to any
shares covered by the stock option,  incentive stock right,  stock  appreciation
right, or limited stock  appreciation  right, as the case may be, until the date
of  issuance  of a stock  certificate  to him for  such  shares  related  to the
exercise or discharge thereof.  No adjustment shall be made for the dividends or
other  rights  for  which  the  record  date is  prior to the  date  such  stock
certificate is issued.

17.      NONASSIGNABILITY OF AWARDS
         No incentive stock right, stock option,  stock  appreciation  right, or
limited  stock  appreciation  right shall be assignable  or  transferable  by an
Eligible  Participant except by will or by the laws of descent and distribution,
and during the lifetime of an Eligible Participant, such incentive stock rights,
stock options,  stock appreciation  rights, or limited stock appreciation rights
may only be exercised by him.

18.      WITHHOLDING TAXES
         Whenever  under  the  Management  Plan  shares  are  to  be  issued  in
satisfaction  of stock  options,  incentive  stock  rights,  stock  appreciation
rights, or limited stock appreciation rights granted thereunder,  or pursuant to
restricted share agreements, the Corporation shall have the right to require the
Eligible Participant to remit to the Corporation an amount sufficient to satisfy
federal,  state, and local withholding tax requirements prior to the delivery of
any certificate or certificates for such

                                      -23-
shares or at such later time as when the  Corporation  may  determine  that such
taxes are due.  Whenever  under the  Management  Plan payments are to be made in
cash,  such payments  shall be net of an amount  sufficient to satisfy  federal,
state, and local withholding tax requirements.

19.      NONEXCLUSIVITY OF THE PLAN
         Neither the adoption of the  Management  Plan by the Board of Directors
nor any  provision  of the  Management  Plan shall be  construed as creating any
limitations  on the power of the Board  (but not the  Committee)  to adopt  such
additional compensation agreements as it may deem desirable,  including, without
limitation,  the granting of stock options  otherwise  than under the Management
Plan, and such  arrangements  may be either  generally  applicable or applicable
only in specific cases.

20.      AMENDMENT,  SUSPENSION,  OR  TERMINATION  OF  THE  PLAN  The  Board  of
         Directors (but not the Committee) may at any time
amend,  alter,  suspend,  or discontinue the Management  Plan, but no amendment,
alteration,  suspension, or discontinuation which would impair the rights of any
recipient of a stock option,  incentive stock right, limited stock appreciations
right,  or  restricted  share  under  any  agreement  theretofore  entered  into
hereunder,  shall  be made  without  such  recipient's  consent.  No  amendment,
alteration,  suspension,  or  discontinuation  shall be made which,  without the
requisite vote of the  stockholders  of the  Corporation  approving such action,
would:

         (a)  except  as is  provided  in  Section  12 of the  Management  Plan,
increase  the total  number of shares of stock  reserved for the purposes of the
Management Plan; or
         (b) extend the duration of the Management Plan; or
         (c) materially increase the benefits accruing to participants under the
Management Plan; or
         (d) change the  category of persons  who can be  Eligible  Participants
under  the  Management  Plan.  Without  limiting  the  foregoing,  the  Board of
Directors may, any time or from time to time, authorize the Corporation, without
the  consent of the  respective  recipients,  to issue new  options or rights in
exchange for the surrender and cancellation of any or all outstanding options or
rights.

21.      LIMITATIONS ON EXERCISE
         Notwithstanding  anything to the contrary  contained in the  Management
Plan, any agreement  evidencing any Award  hereunder may contain such provisions
as the Board deems appropriate to ensure that the penalty  provisions of Section
4999 of the Code, or any successor thereto,  will not apply to any stock or cash
received by the holder from the Corporation.

22.      GOVERNING LAW
         The  management  Plan shall be governed by, and construed in accordance
with, the laws of the State of Delaware.

                                      -24-
ADOPTION OF CORPORATE RESOLUTIONS

                         UPON UNANIMOUS WRITTEN CONSENT

                            OF THE BOARD OF DIRECTORS

                              OF U.S. BRIDGE CORP.

         The  undersigned,  being all of the Directors of U.S. Bridge Corp. (the
"Company"),  a Delaware  corporation,  do hereby adopt, pursuant to the Delaware
General  Corporation Law and the Company's  By-laws,  the following  resolutions
with the same force and  effect as if same had been  adopted at a meeting of the
Board of Directors duly called therefor:

         RESOLVED,  that the Company hereby authorizes and approves the proposal
by its subsidiary,  U.S. Bridge of N.Y., Inc.  ("NY"),  to issue an aggregate of
250,000  shares of NY common stock to certain of NY's  management  and employees
pursuant to NY's Senior  Management  Incentive  Plan and to file an amended Form
S-8 with the SEC to  register  said  shares and to amend the Form S-8 filed with
the SEC on February 24, 1997; and it was further

         RESOLVED,  that the Company be, and same hereby is, authorized to issue
250,000  shares of Common  Stock (the  "Common  Stock"),  pursuant to its Senior
Management Incentive Plan (the "Plan"), as follows:

                  150,000  shares to be issued to Joseph M. Polito 
                   25,000  shares to be issued to Ronald J. Polito 
                   25,000  shares to be issued to Steven J. Polito 
                   25,000  shares to be issued to Klarman & Associates 
                   25,000 shares to be issued to Richard Miller;  and it was
                                                                         further

         RESOLVED, that the Company is authorized to prepare and file an amended
Form S-8 wherein the Company shall register the aforementioned  shares of Common
Stock and shall amend the Form S-8 initially  filed with the SEC on February 24,
1997 (which  registered  686,617 shares of Common Stock  underlying  options) to
reflect  (i) the  registration  of  575,000  shares of Common  Stock  underlying
options granted on December 2, 1996 to Joseph M. Polito,  Ronald J. Polito,  and
Steven J. Polito pursuant to the Plan;  (ii) the  registration of 114,617 shares
of Common  Stock  issued in  December  1996,  pursuant  to the Plan,  to certain
employees and consultants of the Company;  and (iii) the increase,  to 2,000,000
shares,  in the  maximum  number  of shares  which may be issued  under the Plan
(which  increase was  authorized  by the  Company's  shareholders  at the annual
meeting held on January 8, 1997); and it was further

         RESOLVED,  that the  Officers  of the  Company be, and same hereby are,
authorized and directed to take such steps and to execute and deliver for and on
behalf  of the  Company  such  documents  as are  necessary  to  consummate  the
foregoing resolution.

                                      -25-
IN WITNESS WHEREOF,  the  undersigned,  being all of the members of the
Board  of  Directors,  do  hereby  execute  this  consent  as of the  5th day of
December, 1997.

/S/Joseph M. Polito      /S/ Ronald J. Polito    /S/ Steven J. Polito
-------------------      --------------------    --------------------
   Joseph M. Polito          Ronald J. Polito        Steven J. Polito

/S/Philip Nielson
-----------------            ----------------  
Philip Nielson               Marvin Weinstein

                                      -26-
IN WITNESS WHEREOF,  the  undersigned,  being all of the members of the
Board  of  Directors,  do  hereby  execute  this  consent  as of the  5th day of
December, 1997.

/S/ Joseph M. Polito    /S/ Ronald J. Polito   /S/ Steven J. Polito
--------------------    --------------------   --------------------
    Joseph M. Polito        Ronald J. Polito       Steven J. Polito

                        /S/ Marvin Weinstein
--------------------    --------------------
Philip Nielson             Marvin Weinstein

                                      -27-
Appendix A

U.S. BRIDGE CORPORATION

1996 Bonus

         Name            Number of Shares for Bonus
         ----            --------------------------

Polito,     Joseph                 100,000        
                                            
Polito,     Ronald                   2,500  
                                            
Polito,     Steven                   2,500  
                                            
Bauer,      John                     1,012  
                                            
Althaus,    Ilene                      313  
                                            
Campbeill,  George                     250  
                                            
Deleone,    John                       750  
                                            
Hayes,      Thomas                     650  
                                            
Ortiz,      Rolando                    433  
                                            
Panayi,     Michael                    818  
                                            
Ramirez,    Claudia                    825  
                                            
Ranaudo,    Charles                    600  
                                            
Shifres,    Diana                      238  
                                            
Wise,       Katherine                  188  
                                            
Young,      Noah                       290  
                                            
Bellone,    Thomas                     400  
                                            
Maghalaes,  Rico                       350  
                                            
Biskara Limited                      2,500  
                                            
Total                              114,617  
                                   

                                      -28-