[OBJECT OMITTED]
                                              UNITED STATES AIRCRAFT CORPORATION
3121 East Greenway Rd., Suite #201
Phoenix, AZ  85032
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                                                        Telephone (602) 787-1351
                                                              Fax (602) 787-1384

                                  May 28, 1998

Mr. Albert C. Lundstrom, President
Neo Vision, Inc.
3625 N. 16th St.  Suite 110
Phoenix, AZ 85016
                                Letter of intent
                                ----------------


Dear Mr. Lundstrom:

         We are writing to set forth our mutual intention to exchange all of the
outstanding shares of Neo Vision, Inc. (NEO) owned by the shareholders (Sellers)
for shares of United States Aircraft Corporation.

         United States Aircraft  Corporation  (USAC),  a Securities and Exchange
Commission reporting company, ("Purchasers"),  desire to make it clear that this
letter of intent,  if agreed to by Seller does not represent a binding  contract
to  exchange  shares,  but is merely a "meeting of the minds" of the parties and
this letter will be used by appropriate legal counsel as a basis for writing the
binding  agreement.  Purchasers  propose  that the  final  form of the  purchase
agreement include an expanded version of the following provisions subject to the
approval of both party's Boards of Directors.

         The  Purchasers  and  Sellers  intend to  complete a tax free stock for
stock or stock for assets  exchange  whereby the shares or the net assets of NEO
owned by the  shareholders  (representing  all of the  outstanding  shares)  are
exchanged for shares of United States Aircraft Corporation. The basic provisions
of this exchange and its objectives are as follows:

1.       Objective:

         Our mutual  objective  is to  include  the  operations  of NEO with the
current  USAC  operations  to  provide  increased  profitability,  capital,  and
management that will allow expansion of all operations.

2.       Organization:

         NEO will be operated as a separate subsidiary of USAC with its existing
officers and management, except that the Board of Directors of NEO shall consist
of Anthony Christopher,  Chairman,  Albert C. Lundstrom, Jack Eberentz and Harry
V. Eastlick  plus Harry V. Eastlick  shall also serve as the Treasurer and Chief
Financial Officer of NEO.
<PAGE>
The Board of Directors of United States Aircraft  Corporation  will be increased
to nine members at the closing and will include the following:

         Anthony Christopher      Chairman of the Board of Directors
         Albert C. Lundstrom      President and Chief Executive
                                  Officer/Director
         Harry V.Eastlick         Executive Vice President and
                                  Chief Operating and Financial Officer/Director
         Jack Eberenz             Executive Vice President and
                                  Secretary/Director
         Donald E.Cline           Director
         Dale L. Dykema           Director
         Whipple H.Manning        Director
         John R. Thomas           Director

         One of the existing outside directors shall resign prior to the closing
         and two new Outside  Directors  will be nominated by NEO and elected by
         the existing board.

3.       Employment Contracts:

                  United States  Aircraft  Corporation  will execute  employment
         contracts with Anthony Christopher,  Albert Lundstrom, Jack Eberenz and
         the employment contract with Harry V. Eastlick will be revised with the
         following provisions:

         o        Term              -        to be determined

         o        Compensation      -        to be determined

         o        Fringe Benefits   -        Health  insurance  premiums  to  be
                                             paid  plus   participation  in  any
                                             other fringe  benefits  provided as
                                             described    in   the    Employment
                                             Contract Draft.

         o        Stock Options     -        Stock Options  grants will be made,
                                             subject to shareholder  approval of
                                             the stock  option  plan and initial
                                             grants,  with the aggregate initial
                                             grants to the four officers covered
                                             by this paragraph,  being 1,800,000
                                             shares  of  the  new  common  stock
                                             (assuming   a  10  for  1   reverse
                                             split).

         o        Business Expenses -        Employees  will be  reimbursed  for
                                             their use in the  business of their
                                             personal automobile.

         o        A copy of the Harry V. Eastlick current  Employment Contact is
                  attached  and will  serve  as the  basic  form  for the  final
                  contracts to be executed.
<PAGE>
4.     Share Exchange:

At the closing,  the Sellers  shall  exchange  all of their shares in NEO,  duly
endorsed,  for  2,000,000  Class A common shares with a par value of $.50 of the
Purchaser.

As  well  as  the  foregoing,   additional  shares  of  United  States  Aircraft
Corporation  Class A, $.50 par value  common stock will be issued to the Seller,
collectively, contingent on the following future conditions:
                                                                      Additional
                                                                        Shares
         (a).     Extended performance of technology
                  over a 90 day period from April 1, 1998
                  or later.                                           35,000,000

         (b).     Installation of the two screens in
                  the "D" concourse at the
                  McCarran Airport in Las Vegas,
                  Nevada and program screening
                  for a period of 30 days                             20,000,000

         (c).      Obtaining positive cash flow for a 30
                  day period from the operation of the
                  Meadows Mall Screen or comparable location.         10,000,000

         The total additional  shares to be issued pursuant to this provision is
limited to 45,775,592  which brings Sellers  interest to 80% of the  outstanding
shares.  The  Purchaser  and  Seller  understand  that  there is not  sufficient
authorized  common  shares  to issue the  additional  shares  set  forth  above;
however,  the  Purchaser  has  agreed  to  present  at the next  meeting  of its
shareholders  amendments to its Articles of Incorporation to provide  sufficient
authorized  common shares to allow the issuance of the additional  shares. It is
further  understood  by the  Seller  that one new class of common  stock will be
authorized  and that the Class A shares  will be  exchanged  for the new  common
shares.  Further,  there could be a reverse split of the  outstanding  shares at
rate to be mutually  agreed  upon by the  Purchaser  and  Seller.  The number of
additional shares to be issued will be adjusted accordingly and the shares to be
issued at closing will be exchanged for the newly authorized common shares.

Purchaser  and  Seller  intend  to  close  the  transaction  prior  to the  next
shareholders  meeting.  The common shares of Purchaser delivered to Seller shall
be validly issued,  fully paid and  nonassessable.  All such shares shall bear a
legend  containing a restriction on transfer  indicating that the shares may not
be offered or sold and no transfer of them may be made unless in compliance with
the Securities Act of 1933.  This  transaction  shall be completed in accordance
with the provisions of Section 368(a)(1)(b) of the Internal Revenue Code.
<PAGE>
5.       Contingencies:

         A.       Purchasers and Seller's have a right to review and approve the
                  books, financial statements,  tax returns and records, list of
                  assets related to the respective business hereunder.

         B.       Sellers  and   Purchasers   disclosure   of  all   litigation,
                  proceeding,  or assessed  tax  deficiency  pending  against or
                  relating to Seller and  Purchaser or  properties,  assets,  or
                  business sold  hereunder  which may interfere with the use and
                  quiet possession of the assets of the respective businesses.

         C.       Purchasers have a right to review and evaluate the technology,
                  systems,,  procedures  including  current board  locations and
                  will be allowed to hire consultants, at Purchasers expense, to
                  complete the review and evaluation.

         D.       Purchasers  and Sellers  have a right to  complete  background
                  checks and  evaluate  all key  officers  and  employees of the
                  respective businesses hereunder, including any subsidiaries.

         E.       NEO has issued convertible debentures with a principal balance
                  of $500,000.  The debentures  provide for conversion at $1 per
                  share when NEO "goes public"  including  through a transaction
                  such as set forth in this  letter  of  Intent.  The  debenture
                  holders shall agree prior to closing to convert the debentures
                  into  500,000  shares  of the  New  USAC  common  stock  to be
                  authorized at the USAC shareholders meeting.

         F.       Purchaser and Seller agree that $450,000 of additional capital
                  is required by May 31, 1998 and that such  additional  capital
                  shall be  raised by NEO prior to  closing.  It is  anticipated
                  that NEO will issue  convertible  preferred  stock  through an
                  issuance  exempt from  registration  and that the  convertible
                  preferred    shares   will   provide   for   conversion   into
                  approximately  333,333  shares of the New USAC common stock to
                  be authorized at the shareholders  meeting.  The parties shall
                  mutually agree on the financing terms  including  arrangements
                  with any  consultants  engaged to complete the  financing  and
                  that the funding of this additional capital shall be completed
                  prior to closing.  The  parties  further  acknowledge  that an
                  additional  $550,000 of capital  will be required to be raised
                  prior to September 30, 1998 and that the terms and  conditions
                  for that financing will be determined subsequent to closing.

         G.       Purchaser  and  Seller  agree  that  a  reverse  split  of the
                  Purchasers  new common  shares will be required to  facilitate
                  the  raising  of the  new  capital  and in  order  to  have an
                  appropriate  market  for  the  shares  and the  parties  shall
                  mutually agree to the reverse split ratio prior to closing.

6.       Condition of Business and Subsequent Performance:

         Seller and  Purchasers  shall  take no action in the  period  preceding
closing  that  will  materially  change  the  nature  of the  business  and  its
relationship with its customers, employees, and suppliers beyond normal business
actions of a prudent  business  person.  Any  material  changes  that  require a
decision  in the period  preceding  closing  shall only be made after the mutual
agreement of the Purchaser and Seller.

         After the Closing the Purchaser commits to the following:

         (a)      The shares to be issued to Sellers  pursuant to the contingent
                  provisions of Section 4 hereof exceed the currently authorized
                  shares of the Purchaser.  At the next shareholders  meeting of
                  the  Purchaser,  expected  to be  held  in  August  1998,  the
                  following  actions will be presented to the  shareholders  for
                  approval:
<PAGE>
                  (i)      Authorization  of a single new class of common shares
                           totaling  approximately   50,000,000  to  100,000,000
                           shares as  mutually  agreed to by the  Purchaser  and
                           Seller.

                  (ii)     Exchange of the currently  outstanding Class A shares
                           for the newly  authorized  common shares on the basis
                           of 1 share of the Class A for each 1 share of the new
                           common.

                  (iii)    Exchange of the currently  outstanding Class B shares
                           for the newly authorized  common shares on a basis of
                           1.3 shares of the Class B for each 1 share of the new
                           common.

                  (iv)     A reverse split of the outstanding  shares of the new
                           common  stock  at  rates  to be  agreed  upon  by the
                           Purchaser and Seller.

                  (v)      Approval  of Neo V Systems,  Inc.  as the New Name of
                           Purchaser  or some other name  mutually  agreeable to
                           Purchaser and Seller.

                  (vi)     Adoption of Stock Option Plans and initial grants.

                  (vii)    Authorization of preferred stock of 75,000,000 shares
                           with  the  Board of  Directors  being  authorized  to
                           establish  the  preferences  for separate  classes of
                           preferred stock.

         (b)      It  is  understood  that  an  S-4  registration  statement  is
                  intended to be filed in connection with the above exchange and
                  accordingly  the new common shares issued should be registered
                  shares,  subject to such  restriction on transfer as set forth
                  in the Rules and  Regulations  of the  Securities and Exchange
                  Commission.

7.       Costs:

         Each  of the  parties  will  bear  their  own  costs  and  expenses  in
connection with this transaction.

8.       Closing:

         It is the intent of the Parties  that  closing will occur no later than
June 30, 1998 at a time and place mutually agreeable to all parties.
<PAGE>
         Please sign,  where provided below, if all of the foregoing  provisions
meet with your  approval and you agree that binding  agreements,  subject to the
approval  of both  parties  Board's  of  Directors,  will be  entered  into with
Purchasers containing these provisions.

                                        Sincerely,




                                        United States Aircraft Corporation
                                        (Purchasers)



                                        /s/ Harry V. Eastlick

                                        Harry V. Eastlick President and Chief 
                                        Executive Officer


Accepted by Seller on behalf of the Shareholders
         Neo Vision, Inc.
         Albert C. Lundstrom, President

         /s/ Albert C. Lundstrom
         ------------------------------
         Date:      5-28-98
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