EMPLOYMENT AGREEMENT

        THIS AGREEMENT, by and between Kevin G. Kerns (the "Employee") and Teledata Solutions, Inc., an Illinois corporation (the "Company"), is made as of March 19, 1996.

        In consideration of the mutual covenants herein contained, and in consideration of the employment of Employee by the Company, the parties agree as follows:

        1.    Duties and Scope of Employment.    

        (a)   Position. The Company agrees to employ the Employee under the terms of this Agreement in the position of President and Chief Operating Officer. As President and Chief Operating Officer, Employee shall report to the Chief Executive Officer and the Board of Directors of the Company. The primary duties and responsibilities of President and Chief Operating Officer are defined in Exhibit A. Exhibit A is intended to demonstrate Employee's primary duties and responsibilities as envisioned by the Board of Directors as of the date hereof and is not intended to comprise a definitive or unmodifiable list. Accordingly, Employee's responsibilities may be modified, reduced or expanded at any time to accommodate Company's needs, consistent with Employee's position as President and Chief Operating Officer of the Company.

        (b)   Obligations. During the term of this Agreement, the Employee shall devote his full business efforts and time to the Company during normal working hours.

        (c)   Director. As long as the Employee serves as President, Employee shall be nominated to serve on the Company's Board of Directors. Employee agrees to submit his resignation from the Board immediately if Employee ceases to be President and Chief Operating Officer.

        (d)   Approval Required for Change in President and Chief Operating Officer. Until the fourth anniversary of the date of this Agreement, removal of the position and/or title of "President and Chief Operating Officer" from Employee shall require the approval of a majority of the Board of Directors, including the affirmative vote of the two directors elected solely by the holders of Series A Convertible Preferred Stock. The existence of this provision shall in no way eliminate any of the Company's other obligations to Employee hereunder, including without limitation severance payment obligations.

        2.    Compensation.    

        (a)   Base Salary and Bonus. Beginning on the effective date of this Agreement, the Employee shall be paid a base salary (the "Base Compensation") of $90,000, per year, payable in accordance with the Company's standard payroll policies. The Board of Directors shall review Employee's performance and the Company's financial and operating results on at least an annual basis and shall adjust Employee's base salary as it deems appropriate based on such review.

        (b)   Bonus. Employee shall also be eligible for a bonus of up to $35,000 for fiscal year 1996 based on the criteria set forth in Exhibit B. The bonus will be due and payable on the 15th day of February, 1997. The Board of Directors shall set bonus levels and targets for years after fiscal year 1996 as it deems appropriate. In the event Employee's employment with the Company terminates for any reason other than pursuant to Section 7(c) hereof (voluntary termination by the Employee) or 7(b)(ii) hereof (Termination for Cause), Employee shall be entitled to receive a pro rated bonus for such year, determined by dividing the aggregate bonus that he would have earned for the entire year (assuming he had remained employed for the entire year and the original revenue/milestone targets established for such year continued to apply) by the number of days (including weekends) during which he was employed by the Company during such year by 365. Such bonus shall be paid on February 15 of the following year. If Employee's employment with the Company terminates pursuant to Section 7(c) hereof or Section 7(b)(ii) hereof, Employee shall be deemed to have forfeited his entire bonus for such year and no such bonus shall be due or payable by the Company.

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