EMPLOYMENT AGREEMENT

                    AGREEMENT, dated as of November 18, 1996, by
          and between Gerald J. Sweas (the "Executive") and United
          USN, Inc., a Delaware corporation (the "Company").

               WHEREAS, it is deemed by the Company to be in the
          best interests of the Company to assure the Executive's
          employment; and

               WHEREAS, the Company and the Executive have
          determined to enter into this Agreement pursuant to which
          the Company will employ the Executive on the terms and
          conditions set forth herein;

               NOW, THEREFORE, in consideration of the premises and
          the mutual covenants herein contained, the parties hereto
          agree as follows:

                    1.  Employment.  The Company hereby agrees to
          employ the Executive, and the Executive hereby accepts
          such employment, on the terms and conditions hereinafter
          set forth.

                    2.  Term.  This Agreement shall become
          effective on the date hereof (the "Effective Date").
          Unless earlier terminated as herein provided, the
          Executive's employment with the Company hereunder shall
          commence at the Effective Date and shall end on the last
          day of the "Term".  For purposes of this Agreement, the
          "Term" of this Agreement shall mean the full three-year
          term of the Agreement, plus any extensions made as
          provided in this Section 2.  On each anniversary of the
          Effective Date, the Term shall automatically be extended
          for an additional year unless, not later than ninety (90)
          days prior to any such anniversary, the Company or the
          Executive shall have given notice not to extend the Term.
          For purposes of this Agreement, the "Employment Period"
          (which in no event shall extend beyond the Term) shall
          mean the period during which Executive has an obligation
          to render services hereunder, as described in Section 3
          hereof, taking into account any Notice of Termination (as
          defined in Section 6(e) hereof) which may be given by
          either the Company or the Executive.  Nothing in this
          Section shall limit the right of the Company or the
          Executive to terminate the Executive's employment
          hereunder on the terms and conditions set forth in
          Section 6 hereof.

                    3.  Position and Duties.  On and after the
          Effective Date, the Executive shall serve as Executive
          Vice President and Chief Financial Officer of the Company
          and shall have such additional duties and
          responsibilities as may be assigned to him by the Chief
          Executive Officer of the Company (or by an executive
          reasonably designated by the Chief Executive Officer),
          provided that such duties and responsibilities are
          consistent with the Executive's position as Executive
          Vice President and Chief Financial Officer of the
          Company.  The Executive shall report to the Chief
          Executive Officer of the Company (or to an executive
          reasonably designated by the Chief Executive Officer).
          The Executive agrees to devote substantially all his full
          working time, attention and energies during normal
          business hours to the performance of his duties for the
          Company, provided that the Executive may serve as a
          director on the boards of such companies and
          organizations as may be agreed upon in writing by the
          Board of Directors of the Company (the "Board") and the
          Executive.

                    4.  Place of Performance.  The principal place
          of employment and office of the Executive shall be in
          Chicago, Illinois or such other location as may be agreed
          to in writing by the Executive.

                    5.  Compensation and Related Matters.

                         (a)  Base Salary.  As compensation for the
          performance by the Executive of his duties hereunder,
          the Company shall pay the Executive an annual base salary
          (effective as of November 18, 1996) of One Hundred Fifty
          Thousand Dollars ($150,000)(such amount, as it may be
          increased from time to time, is hereinafter referred to
          as "Base Salary").  Base Salary shall be payable in
          accordance with the Company's normal payroll practices,
          shall be reviewed annually and may be increased upon such
          review.  Base Salary, once increased, shall not be
          decreased.

                         (b)  Annual Bonus.  Subject to meeting
          reasonable performance goals established by the Chief
          Executive Officer and subject to the approval of the
          Board, the Executive shall be entitled to an annual bonus
          (the "Annual Bonus") for each calendar year beginning in
          1997 which ends within the Employment Period, including,
          without limitation, the year in which this Agreement is
          executed.  The Executive's target bonus shall initially
          be forty percent (40%) of his then-current Base Salary.
          The Annual Bonus (if any) for each fiscal year which ends
          within the Employment Period shall be paid as soon as
          practicable after the end of such fiscal year, and no
          later than the thirtieth (30th) day immediately following
          the end of such fiscal year.  The percentage of Base
          Salary which determines the Executive's Annual Bonus
          opportunity shall be reviewed by the Board annually.
          Within the ten-(10)-day period immediately following any
          Change in Control (as defined in Section 9 hereof), the
          Company shall pay the Executive a lump sum amount equal
          to a pro rata portion of the Annual Bonus for the year in
          which the Change in Control occurs, calculated by
          multiplying the award that the Executive would have
          earned for the entire year, assuming the achievement, at
          the target level, of any performance goals established
          with respect to such award, by a fraction the numerator
          of which shall be the number of days of employment in
          such year up to and including the date of the Change in
          Control and the denominator of which shall be three-
          hundred-sixty-five (365).  The Executive shall also be
          entitled to a one-time bonus of $20,000, payable the
          first pay period within the Employment Period.

                         (c)  Stock Options.  The Executive shall
          be entitled to participate, at a level appropriate to his
          position with the Company, in any stock option plan or
          stock-based compensation plan which the Company maintains
          from time to time.  The initial grants of stock options
          ("Options") for shares of common stock of the Company
          ("Shares") to the Executive will be made under the
          Company's 1994 Stock Option Plan (the "1994 Plan").  The
          Company agrees that it will take such actions as are
          necessary (including, without limitation, amendment of
          the 1994 Plan and options outstanding thereunder, subject
          to any required consents of participants therein) to
          assure the following:

               (i)   All Options held by the Executive shall become
               fully vested and exercisable upon a Change in
               Control (as defined in Section 9 hereof); and

               (ii)  Upon the occurrence during the Employment
               Period of any event which affects the Shares in such
               a way that an adjustment of the Options is
               appropriate in order to prevent dilution of the
               rights of the Executive under the Options
               (including, without limitation, any dividend or
               other distribution (whether in cash or in kind),
               recapitalization, stock split, reverse split,
               reorganization, merger, consolidation, spin-off,
               combination, repurchase, or share exchange, or other
               similar corporate transaction or event), the Company
               shall make appropriate equitable adjustments, which
               may include, without limitation, adjustments to any
               or all of the number and kind of shares of stock of
               the Company (or other securities) which may
               thereafter be issued in connection with future
               grants of options pursuant to this Section 5(c) and
               which may thereafter be issued upon exercise of the
               then outstanding Options and adjustments to the
               exercise prices of all such Options.

                         (d)  Expenses.  The Company shall
          reimburse the Executive for all reasonable business
          expenses, subject to the applicable and reasonable
          policies and procedures of the Company in force from time
          to time.

                         (e)  Services Furnished.  The Company
          shall furnish the Executive with appropriate office space
          and such other facilities and services as shall be
          suitable to the Executive's position and adequate for the
          performance of his duties as set forth in Section 3
          hereof, such office space and other facilities and
          services to be furnished at the location set forth in
          Section 4 hereof.

                         (f)  Other Benefits.  The Company shall
          provide to the Executive such employee benefit and
          compensation plans and arrangements and fringe benefits
          as are generally available to senior officers of the
          Company.  Such arrangements shall include four weeks of
          paid vacation annually.  To the extent permitted by
          applicable law and any third-party insurance or other
          contractual terms with respect to any Company plan, any
          waiting period for participation in such plan which
          otherwise would be applicable to the Executive shall be
          waived.

                    6.  Termination.  The Executive's employment
          hereunder may be terminated as follows:

                         (a)  Death.  The Executive's employment
          shall terminate upon his death.  Upon such a termination,
          the Executive's estate or designated beneficiary, as the
          case may be, shall become entitled to the payments
          provided in Section 7(b) hereof.

                         (b)  Disability.  If, as a result of the
          Executive's incapacity due to physical or mental illness
          (as determined by a medical doctor mutually agreed to by
          the Executive or his legal representative and the
          Company), the Executive shall have been absent from his
          duties hereunder on a full-time basis for either one-
          hundred-eighty (180) consecutive days or for an aggregate
          two-hundred-ten (210) days within a consecutive two-
          hundred-seventy (270) day period and, within thirty (30)
          days after Notice of Termination is given, shall not have
          returned to the performance of his duties hereunder on a
          full-time basis ("Disability"), the Company may terminate
          the Executive's employment for Disability.  Upon such a
          termination, the Executive shall become entitled to the
          payments provided in Section 7(b) hereof.

                         (c)  Cause.  The Company may terminate the
          Executive's employment hereunder for "Cause" (as defined
          in this Section 6(c)).  Upon such a termination, the
          Executive shall become entitled to the payments provided
          in Section 7(b) hereof.  For purposes of this Agreement,
          the Company shall have "Cause" to terminate the
          Executive's employment hereunder upon (i) the willful (or
          grossly negligent) and continued failure by the Executive
          to substantially perform his duties hereunder (other than
          any such failure resulting from the Executive's
          incapacity due to physical or mental illness or any such
          actual or anticipated failure after the issuance of a
          "Notice of Termination" by the Executive for "Good
          Reason", as defined in Section 6(d)(i) hereof), after
          demand for substantial performance is delivered by the
          Company that specifically identifies the manner in which
          the Company believes the Executive has not substantially
          performed his duties, (ii) the willful or grossly
          negligent engaging by the Executive in misconduct, (iii)
          any breach by the Executive of any of the provisions of
          Section 10 hereof, or (iv) the Executive's being
          convicted of, or pleading guilty to, a felony.  For
          purposes of this paragraph, no act, or failure to act, on
          the Executive's part shall be considered "willful" unless
          done, or omitted to be done, by him not in good faith and
          without reasonable belief that his action or omission was
          in the best interest of the Company.  Further, unless the
          Executive has been convicted of, or pleaded guilty to, a
          felony, the Executive shall not be deemed to have been
          terminated for Cause without (1) reasonable notice to the
          Executive setting forth the reasons for the Company's
          intention to terminate for Cause, (2) an opportunity for
          the Executive, together with his counsel, to be heard
          before the Board, and (3) delivery to the Executive of a
          Notice of Termination from the Board finding that, in the
          good faith opinion of a majority of the Board, the
          Executive was guilty of conduct set forth above in clause
          (i), (ii) or (iii) of the second sentence of this Section
          6(c), and specifying the particulars thereof in
          reasonable detail.

                         (d)  Termination by the Executive.

                              (i) The Executive may terminate his
          employment hereunder for "Good Reason", which, for
          purposes of this Agreement, shall mean (A) assignment of
          duties materially inconsistent with his executive status,
          or substantial adverse alteration in responsibilities,
          which assignment or alteration is not cured within thirty
          (30) days after notice from the Executive; (B) any
          failure of the Company to pay any compensation to
          Executive within thirty (30) days of the Executive's
          notice to Company that payment is overdue; or (C)
          Company's breach of a material term or condition of the
          Agreement, and failure to correct breach within thirty
          (30) days after the Executive's notice thereof
          (specifying in reasonable detail the particulars of such
          noncompliance).  Upon a Good Reason termination, the
          Executive shall become entitled to the payments and
          benefits provided in Section 7(c) hereof.

                              (ii) The Executive may terminate his
          employment hereunder without Good Reason upon giving
          three months notice to the Company.  In the event of such
          a termination, the Executive shall comply with any
          reasonable request of the Company to assist in providing
          for an orderly transition of authority, but such
          assistance shall not delay the Executive's termination of
          employment longer than six months beyond the giving of
          the Executive's Notice of Termination.  Upon such a
          termination, the Executive shall become entitled to the
          payments provided in Section 7(b) hereof.

                         (e)  Notice of Termination.  Any purported
          termination of the Executive's employment (other than
          termination pursuant to Section 6(a) hereof) shall be
          communicated by written Notice of Termination to the
          other party hereto in accordance with Section 14 hereof.
          For purposes of this Agreement, a "Notice of Termination"
          shall mean a notice that shall indicate the specific
          termination provision in this Agreement relied upon and
          shall set forth in reasonable detail the facts and
          circumstances claimed to provide a basis for termination
          of the Executive's employment under the provision so
          indicated.

                         (f)  Date of Termination.  For purposes of
          this Agreement, "Date of Termination" shall mean the
          following: (i) if the Executive's employment is
          terminated by his death, the date of his death; (ii) if
          the Executive's employment is terminated pursuant to
          Section 6(b) hereof, thirty (30) days after the Notice of
          Termination is given; (iii) if the Executive's employment
          is terminated pursuant to Section 6(c) hereof, the date
          specified in the Notice of Termination; (iv) if the
          Executive's employment is terminated pursuant to Section
          6(d)(i) or 6(d)(ii) hereof, thirty (30) days after the
          Notice of Termination is given; and (v) if the
          Executive's employment is terminated pursuant to Section
          6(d)(iii) hereof, the date determined in accordance with
          said Section.

                         (g)  Dispute Concerning Termination.  If
          within fifteen (15) days after any Notice of Termination
          is given, or, if later, prior to the Date of Termination
          (as determined without regard to this Section 6(g), the
          party receiving such Notice of Termination notifies the
          other party that a dispute exists concerning the
          termination, the Date of Termination shall be extended
          until the earlier to occur of (i) the date on which the
          Term ends or (ii) the date on which the dispute is
          finally resolved, either by mutual written agreement of
          the parties or by the final determination of a court of
          law, which is not subject to appeal; provided, however,
          that the Date of Termination shall be extended by a
          notice of dispute given by the Executive only if such
          notice is given in good faith and the Executive pursues
          the resolution of such dispute with reasonable diligence.

                         (h)  Compensation During Dispute.  If the
          Date of Termination is extended in accordance with
          Section 6(g) hereof, the Company shall continue to pay
          the Executive the full compensation in effect when the
          notice giving rise to the dispute was given (including,
          but not limited to, Base Salary and Annual Bonus) and
          continue the Executive as a participant in all
          compensation, benefit and insurance plans in which the
          Executive was participating when the notice giving rise
          to the dispute was given, until the Date of Termination,
          as determined in accordance with Section 6(g) hereof.
          Amounts paid under this Section 6(h) are in addition to
          all other amounts due under this Agreement and shall not
          be offset against or reduce any other amounts due under
          this Agreement.

                    7.  Compensation During Disability or Upon
          Termination.

                         (a)  Disability Period.  During any period
          during the Term that the Executive fails to perform his
          duties hereunder as a result of incapacity due to
          physical or mental illness ("Disability Period"), the
          Executive shall continue to (i) receive his full Base
          Salary, (ii) remain eligible to receive an Annual Bonus
          under Section 5(b) hereof, and (iii) participate in the
          plans and arrangements described in Section 5(f) hereof
          (except to the extent such participation is not permitted
          under the terms of such plans and arrangements).  Such
          payments made to the Executive during the Disability
          Period shall be reduced by the sum of the amounts, if
          any, payable to the Executive at or prior to the time of
          any such payment under disability benefit plans of the
          Company or under the Social Security disability insurance
          program, and which amounts were not previously applied to
          reduce any such payment.

                         (b)  Termination other than by the Company
          without Cause or by the Executive with Good Reason.  If
          the Executive's employment hereunder is terminated other
          than by the Company without Cause or by the Executive
          with Good Reason, then:

                              (i)   as soon as practicable after
               the Date of Termination, the Company shall pay any
               amounts earned, accrued or owing the Executive
               hereunder for services prior to the Date of
               Termination to the Executive (or the Executive's
               estate or designated beneficiary, as the case may
               be); and

                              (ii) the Company shall have no
               additional obligations to the Executive (or the
               Executive's estate or designated beneficiary) under
               this Agreement except to the extent provided in
               Sections 5(c) and 5(d) hereof or otherwise provided
               in the applicable plans and programs of the Company.

                         (c)  Termination by Company without Cause
          or by the Executive with Good Reason.  If the Executive's
          employment hereunder is terminated by the Company without
          Cause or by the Executive with Good Reason, then, subject
          to the Executive's continuing compliance with Section 10
          hereof:

                              (i)  as soon as practicable after the
               Date of Termination, the Company shall pay any
               amounts earned, accrued or owing the Executive
               hereunder for services prior to the Date of
               Termination to the Executive;

                              (ii)  notwithstanding any provision
               of any Annual Bonus plan to the contrary, the
               Company shall pay to the Executive, as soon as
               practicable after the Date of Termination, a lump
               sum amount, in cash, equal to the sum of (A) any
               Annual Bonus which has been allocated or awarded to
               the Executive for a completed fiscal year preceding
               the Date of Termination under any Annual Bonus plan,
               and (B) a pro rata portion to the Date of
               Termination of the Annual Bonus for the year in
               which the Date of Termination occurs, calculated by
               multiplying the award that the Executive would have
               earned for the entire year, assuming the
               achievement, at the target level, of any performance
               goals established with respect to such award, by a
               fraction the numerator of which shall be the number
               of days of employment in such year up to and
               including the Date of Termination and the
               denominator of which shall be three-hundred-sixty-
               five (365); provided, however, that any amount
               otherwise payable pursuant to this clause (B) of
               this Section 7(c)(ii) shall be reduced by any pro-
               rated Annual Bonus payment already received by the
               Executive pursuant to Section 5(b) hereof with
               respect to the year in which the Date of Termination
               occurs;

                              (iii) subject to the Executive's
               continuing compliance with Section 10 hereof, the
               Company shall pay as severance payments to the
               Executive (in substantially equal installments and
               in the same manner and over the same period of time
               as the Executive's salary payments would have been
               made) an amount (the "Severance Amount") equal to
               the greater of (x) the amount of the Executive's
               highest annual Base Salary in effect during the Term
               or (y) the aggregate amount of the Executive's Base
               Salary through the end of the Term (using, to
               calculate such amount, the Executive's highest
               annual Base Salary in effect during the Term); such
               installment payments shall cease upon any violation
               of Section 10 hereof;

                              (iv) the Company shall maintain in
               full force and effect, for the continued benefit of
               the Executive until the later of (x) the first
               anniversary of the Date of Termination or (y) the
               end of the Term, each "employee welfare benefit
               plan" (as defined in section 3(1) of the Employee
               Retirement Income Security Act of 1974, as amended
               ("ERISA")), other than any disability plan, in which
               the Executive was entitled to participate
               immediately prior to the Date of Termination,
               provided that the Executive's continued
               participation is possible under the general terms
               and provisions of such plans.  In the event that the
               Executive's participation in any such plan is
               barred, the Company shall arrange to provide the
               Executive with benefits substantially similar to
               those which the Executive would otherwise have been
               entitled to receive under the plan from which his
               continued participation is barred;

                              (v)  if the Date of Termination shall
               occur within the two (2) years immediately following
               a Change in Control, then, in lieu of Shares
               issuable upon exercise of the Executive's Options
               (which Options shall be cancelled upon the making of
               the payment referred to below), the Company shall
               pay the Executive a lump sum amount, in cash, equal
               to the product of (1) the excess of (x) the higher
               of the "Fair Market Value" (as defined in Section
               7(d) hereof) of a Share on the Date of Termination
               or the highest price per Share actually paid in
               connection with such Change in Control over (y) the
               exercise price per Share of each such Option held by
               the Executive (whether or not then fully
               exercisable), times (2) the number of Shares covered
               by such Option;

                              (vi)  if the Date of Termination
               shall occur within the two (2) years immediately
               following a Change in Control, then, upon surrender
               by the Executive of all Shares owned outright by him
               and all rights which he may have to any restricted
               Shares, in payment for and in lieu of all such
               Shares, the Company shall pay the Executive a lump
               sum amount, in cash, equal to the product of (1) the
               higher of the Fair Market Value of a Share on the
               Date of Termination or the highest price per Share
               actually paid in connection with such Change in
               Control, times (2) the number of all such Shares
               (whether or not restricted) of the Executive; and

                              (vii)  the Company shall have no
               additional obligations to the Executive under this
               Agreement except to the extent provided in Sections
               5(c) and 5(d) hereof or otherwise provided in the
               applicable plans and programs of the Company.

                         (d)  Fair Market Value.  For purposes of
          this Agreement, if the Shares are publicly traded on any
          date for which the "Fair Market Value" of a Share is
          required by this Agreement, the "Fair Market Value" shall
          be the closing price of a Share on the date the Fair
          Market Value is to be determined, or if no sale is
          reported for such date, then on the next preceding date
          for which a sale is reported.  If the Shares are not
          publicly traded on any date for which the Fair Market
          Value of a Share is required by this Agreement, the Fair
          Market Value shall be determined in accordance with the
          following procedure:  The Executive and the Company shall
          each select a nationally recognized appraiser, which
          shall determine a value for a Share of the Company.  If
          the higher of the two original appraisal values is not
          more than ten percent (10%) above the lower appraisal
          value, the Fair Market Value shall be the value agreed
          upon by the two original appraisers or, in the absence of
          such an agreement, the Fair Market Value shall be the
          average of the two original appraisal values.  If the
          higher of the two original appraisal values is more than
          ten percent (10%) above the lower appraisal value, the
          two appraisers shall select a third nationally recognized
          appraiser who shall determine a Fair Market Value which
          shall be at least equal to the lower appraisal value and
          whose determination  of the Fair Market Value shall be
          final.

                    8.  No Mitigation.  The Executive shall not be
          required to mitigate amounts payable pursuant to Section
          7 hereof by seeking other employment or otherwise, but
          any payments made or benefits provided pursuant to
          Section 7(c)(iv) hereof shall be offset by any similar
          payments or benefits made available without cost to the
          Executive from any subsequent employment during the Term
          (determined immediately prior to such termination of
          employment).

                    9.  Change in Control.

                         (a)  For purposes of this Agreement, a
          "Change in Control" shall be deemed to have occurred if
          an event set forth in any one of the following paragraphs
          (i)-(iv) shall have occurred:

                              (i)  any Person (as defined in
               Section 9(b) hereof) is or becomes the Beneficial
               Owner (as defined in Section 9(c) hereof), directly
               or indirectly, of securities of the Company
               representing thirty-five percent (35%) or more of
               the combined voting power of the Company's then
               outstanding securities, excluding any Person who
               becomes such a Beneficial Owner in connection with a
               transaction described in clause (x) of paragraph
               (iii) below; or

                              (ii) prior to any initial public
               offering, the following individuals cease for any
               reason to constitute a majority of the number of
               directors then serving: individuals who, on the date
               hereof, constitute the Board and any new director
               (other than a director whose initial assumption of
               office is in connection with an actual or threatened
               election contest, including but not limited to a
               consent solicitation, relating to the election of
               directors of the Company) whose appointment or
               election by the Board or nomination for election by
               the Company's stockholders was approved or
               recommended by a vote of at least two-thirds (2/3)
               of the directors then still in office who either
               were directors on the date hereof or whose
               appointment, election or nomination for election was
               previously so approved or recommended; or

                              (iii) the stockholders of the Company
               approve a merger or consolidation of the Company
               with any other corporation or the issuance of voting
               securities of the Company in connection with a
               merger or consolidation of the Company (or any
               direct or indirect subsidiary of the Company)
               pursuant to applicable stock exchange requirements,
               other than (x) a merger or consolidation which would
               result in the voting securities of the Company
               outstanding immediately prior to such merger or
               consolidation continuing to represent (either by
               remaining outstanding or by being converted into
               voting securities of the surviving entity or any
               parent thereof) at least fifty percent (50%) of the
               combined voting power of the securities of the
               Company or such surviving entity or any parent
               thereof outstanding immediately after such merger or
               consolidation, or (y) a merger or consolidation
               effected to implement a recapitalization of the
               Company (or similar transaction) in which no Person
               is or becomes the Beneficial Owner, directly or
               indirectly, of securities of the Company
               representing thirty-five percent (35%) or more of
               the combined voting power of the Company's then
               outstanding securities; or

                              (iv) the stockholders of the Company
               approve a plan of complete liquidation or
               dissolution of the Company or an agreement for the
               sale or disposition by the Company of all or
               substantially all of the Company's assets.

          Notwithstanding the foregoing, a "Change in Control"
          shall not be deemed to have occurred by virtue of the
          consummation of any transaction or series of integrated
          transactions immediately following which the record
          holders of the common stock of the Company immediately
          prior to such transaction or series of transactions
          continue to have substantially the same proportionate
          ownership in an entity which owns all or substantially
          all of the assets of the Company immediately following
          such transaction or series of transactions.

                         (b)  For purposes of this Agreement,
          "Person" shall have the meaning given in Section 3(a)(9)
          of the Securities Exchange Act of 1934, as amended from
          time to time (the "Exchange Act"), as modified and used
          in Sections 13(d) and 14(d) thereof, except that such
          term shall not include (i) the Company or any of its
          subsidiaries, (ii) a trustee or other fiduciary holding
          securities under an employee benefit plan of the Company
          or any of its affiliates, (iii) an underwriter
          temporarily holding securities pursuant to an offering of
          such securities, (iv) a corporation owned, directly or
          indirectly, by the stockholders of the Company in
          substantially the same proportions as their ownership of
          stock of the Company, or (v) any of the following
          entities or their affiliates: BT Capital Partners, Inc.,
          Chase Capital Partners, CIBC Wood Gundy Ventures, Inc.,
          Hancock Venture Partners IV and Enterprises &
          Transcommunications, L.P.

                         (c)  For purposes of this Agreement,
          "Beneficial Owner" shall have the meaning set forth in
          Rule 13d-3 under the Exchange Act.

                    10.  Confidentiality, Noncompetition and
          Nonsolicitation.

                         (a)  The Executive will not, during or
          after the Term, disclose to any entity or person any
          information (including, but not limited to, information
          about customers or about the design, manufacture or
          marketing of products or services) which is treated as
          confidential by the Company and to which the Executive
          gains access by reason of his position as an employee of
          the Company.

                         (b)  While the Executive continues to be
          an employee of the Company and for the eighteen-month
          period immediately following his Date of Termination, the
          Executive shall not, within any geographic region of the
          United States of America in which the Company then
          conducts business or in which the Company plans to
          conduct business pursuant to a business strategy adopted
          by the Board before the Executive's termination of
          employment, except as permitted by the Company upon its
          prior written consent, (i) enter, directly or indirectly,
          into the employ of, or render or engage in, directly or
          indirectly, any services to any person, firm or
          corporation which directly competes with the Company with
          respect to any business then conducted by the Company or
          any business which the Company plans to enter pursuant to
          a business strategy adopted by the Board before the
          Executive's termination of employment (a "Competitor"),
          or (ii) become interested, directly or indirectly, in any
          such Competitor as an individual, partner, shareholder,
          creditor, director, officer, principal, agent, employee,
          trustee, consultant, advisor or in any other relationship
          or capacity.  The ownership of up to one percent (1%) of
          any class of the outstanding securities of any publicly
          traded corporation, even though such corporation may be a
          Competitor, shall not be deemed as constituting an
          interest in such Competitor which violates clause (ii) of
          the immediately preceding sentence.

                         (c)  While the Executive continues to be
          an employee of the Company and for the eighteen-month
          period immediately following his Date of Termination, the
          Executive shall not, except as permitted by the Company
          upon its prior written consent, (i) attempt, directly or
          indirectly, to induce any employee employed by or
          performing services for the Company (or its affiliates)
          to be employed or perform services elsewhere, or (ii)
          solicit, directly or indirectly, the customers of the
          Company (or its affiliates), the suppliers of the Company
          (or its affiliates) or entities or individuals having
          other business relationships with the Company (or its
          affiliates) for the purpose of encouraging them to
          terminate (or reduce or detrimentally alter) their
          respective relationships with the Company (or its
          affiliates).

                         (d)  Any violation by the Executive of
          Section 10(a), 10(b) or 10(c) hereof occurring after the
          Date of Termination shall entitle the Company to cease
          making any payments and providing any benefits otherwise
          required under Section 7(c) hereof.  Additionally, the
          Company shall have the right and remedy to have the
          provisions of this Section 10 specifically enforced,
          including by temporary and/or permanent injunction, it
          being acknowledged and agreed that any such violation may
          cause irreparable injury to the Company and that money
          damages will not provide an adequate remedy to the
          Company.

                    11.  Independence and Severability of Section
          10 Provisions.  Each of the rights and remedies
          enumerated in Section 10 hereof shall be independent of
          the others and shall be severally enforceable and all of
          such rights and remedies shall be in addition to, and not
          in lieu of, any other rights and remedies available to
          the Company under law or in equity.  If any of the
          covenants contained in Section 10 hereof or if any of the
          rights or remedies enumerated in Section 10 hereof, or
          any part of any of them, is hereafter construed to be
          invalid or unenforceable, the same shall not affect the
          remainder of the covenant or covenants or rights or
          remedies which shall be given full effect without regard
          to the invalid portions.  If any of the covenants
          contained in Section 10 is held to be unenforceable
          because of the duration of such provision or the area
          covered thereby, the parties agree that the court making
          such determination shall have the authority to reduce the
          duration and/or area of such provision, and in its
          reduced form said provision shall then be enforceable.

                    12.  Indemnification.  The Company shall
          indemnify the Executive to the full extent authorized by
          law and the Charter and By-Laws of the Company, as
          applicable, for all expenses, costs, liabilities and
          legal fees which the Executive may incur in the discharge
          of his duties hereunder.  The Executive shall be insured
          under the Company's Directors' and Officers' Liability
          Insurance Policy as in effect from time to time.  Any
          termination of the Executive's employment or of this
          Agreement shall have no effect on the continuing
          operation of this Section 12.

                    13.  Successors; Binding Agreement.

                         (a)  The Company will require any
          purchaser of all or substantially all of the business
          and/or assets of the Company, by agreement in form and
          substance satisfactory to the Executive, to expressly
          assume and agree to perform this Agreement in the same
          manner and to the same extent that the Company would be
          required to perform it if no such succession had taken
          place.  As used in this Agreement, "Company" shall mean
          the Company as hereinbefore defined and any successor to
          its business and/or assets as aforesaid which executes
          and delivers the agreement provided for in this Section
          13 or which otherwise becomes bound by all the terms and
          provisions of this Agreement by operation of law.

                         (b)  This Agreement and all rights of the
          Executive hereunder shall inure to the benefit of and be
          enforceable by the Executive's personal or legal
          representatives, executors, administrators, successors,
          heirs, distributees, devisees and legatees.  If the
          Executive should die while any amounts would still be
          payable to him hereunder if he had continued to live, all
          such amounts unless otherwise provided herein, shall be
          paid in accordance with the terms of this Agreement to
          the Executive's devisee, legatee, or other designee or,
          if there be no such designee, to the Executive's estate.

                    14.  Notices.  For purposes of this Agreement,
          notices and all other communications provided for in the
          Agreement shall be in writing and shall be deemed to have
          been duly given when delivered or received by facsimile
          or three (3) days after mailing by United States
          certified mail, return receipt requested, postage
          prepaid, addressed, if to the Executive, to the address
          inserted below the Executive's signature on the final
          page hereof and, if to the Company, to the address set
          forth below, or to such other address as either party may
          have furnished to the other in writing in accordance
          herewith, except that notice of change of address shall
          be effective only upon actual receipt:

                         To the Company:

                         United USN, Inc.
                         10 South Riverside Plaza
                         Chicago, Illinois  60022

                         Attention:  President

                    15.  Miscellaneous.  No provision of this
          Agreement may be modified, waived or discharged unless
          such waiver, modification or discharge is agreed to in
          writing and signed by the Executive and such officer as
          may be specifically designated by the Board.  No waiver
          by either party hereto at any time of any breach by the
          other party hereto of, or of any lack of compliance with,
          any condition or provision of this Agreement to be
          performed by such other party shall be deemed a waiver of
          similar or dissimilar provisions or conditions at the
          same or at any prior or subsequent time.  The validity,
          interpretation, construction and performance of this
          Agreement shall be governed by the laws of the State of
          Illinois (without regard to its principles of conflicts
          of laws).  All references to sections of ERISA shall be
          deemed also to refer to any successor provisions to such
          sections.  Payments provided for hereunder shall be paid
          net of any applicable withholding required under federal,
          state or local law and any additional withholding to
          which the Executive has agreed.  The invalidity or
          unenforceability of any provision of this Agreement shall
          not affect the validity or enforceability of any other
          provision of this Agreement, which shall remain in full
          force and effect.  Captions and Section headings in this
          Agreement are provided merely for convenience and shall
          not affect the interpretation of any of the provisions
          herein.  The obligations of the Company and the Executive
          under this Agreement which by their nature may require
          either partial or total performance after the expiration
          of the Term shall survive such expiration.

                    16.  Counterparts.  This Agreement may be
          executed in one or more counterparts, each of which shall
          be deemed to be an original but all of which together
          will constitute one and the same instrument.

                    17.  Entire Agreement.  This Agreement
          supersedes, as of the Effective Date, all prior
          agreements, promises, covenants, arrangements,
          communications, representations or warranties, whether
          oral or written, by the parties hereto in respect of the
          subject matter contained herein; and any prior agreement
          of the parties hereto in respect of the subject matter
          contained herein shall be terminated and cancelled as of
          the Effective Date.

                    IN WITNESS WHEREOF, the parties hereto have
          executed this Agreement as of the date set forth above.

                              UNITED USN, INC.

                              By: /s/ J. Thomas Elliott
                                 Name:
                                 Title:

                                /s/ Gerald J. Sweas
                              Gerald J. Sweas
                              622 Forest Avenue
                              Wilmette, Illinois  60091