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USN's 'Ultimate Shopping Network' Partners With Pro Stars for Unique Dale Earnhardt Jr. Television Shopping Special

Autographed Memorabilia From Top NASCAR Driver to Be Sold During 'Dale Earnhardt Jr., the Private Collection' Special to Be Broadcast on June 11, 2006

LOS ANGELES, May 23 -- USN Corporation (BULLETIN BOARD: USNR) ("USN"), owner of the "Ultimate Shopping Network," announced today that it has partnered with premier sports and celebrity memorabilia and live appearance company Pro Stars Inc. to broadcast a unique sale of autographed sports memorabilia from top NASCAR driver Dale Earnhardt Jr. The "Dale Earnhardt Jr., the Private Collection" special will air on the Ultimate Shopping Network on June 11, 2006.

The unique collection of limited edition memorabilia is from a signing by Dale Earnhardt Jr. and many of the items offered are in limited editions of as low as eight pieces world wide. Specially available on USN, the autographed items include die cast cars in custom cases, replica race helmets, signed custom canvas artwork and framed posters and photos. Dale Earnhardt Jr. endorsed products are responsible for over 75% of total NASCAR merchandise sold today according to JR Motorsports.

"We are honored and excited to be able to offer this special collection of Dale Earnhardt Jr. autographed memorabilia that is both rare and extremely collectable," said Mark J. Miller, CEO of USN. "Our viewers know to turn to us for the best in highly sought after sports memorabilia and we are pleased to be able to offer these great collectibles at attractive prices."

Reaching over 30 million aggregated U.S. households, the Ultimate Shopping Network sells upscale consumer products direct to the customer at value prices on DIRECTV Channel 345, Dish Network channel 223, and various cable and broadcast outlets. The Ultimate Shopping Network's 24/7 programming offers television's most luxurious shopping experience and the network is a rapidly growing player in the $154 billion a year television commerce industry, with a focus on high-end jewelry, diamonds, coins, sports memorabilia and watches.

"We chose the Ultimate Shopping Network as a partner for this unique special because of its broad reach to a discerning audience of collectors and sports enthusiasts," said Sean Goodchild, president of Pro Stars Inc. "These items are sure to become sought after by collectors nationwide and this is a rare opportunity to own a beautiful piece of art signed by one of the country's premier NASCAR drivers."

ABOUT PRO STARS INC.

Pro Stars Inc. is a fully integrated Sports and Celebrity Memorabilia and Live appearance company. The company owns and operates four Field of Dreams stores. The company has three Las Vegas locations, with stores in the Rio Hotel, The Forum Shops at Caesars Palace and Smith & Wollensky's on the strip. The fourth store is located in the Mall of America, Minneapolis Minnesota.

Pro Stars Inc. also owns Stars Live 365, which is a live signing company based in Las Vegas as well. Pro Stars Inc. offers the public a rare opportunity to meet and interact with celebrities from sports, music, film and politics. Pro Stars Inc. has been able to develop many long term relationships with a large variety of athletes and celebrities from all fields. For this reason, we are able to bring them directly to you whether it be live at a signing or with autographed items in a frame.

ABOUT USN CORP.

USN's wholly owned Ultimate Shopping Network is quickly becoming the luxury brand in television shopping. USN has positioned itself as television shopping's version of high-end retailing with a dedication to service, quality, integrity and luxury. Today, the Ultimate Shopping Network is broadcast to more than 30 million aggregated U.S. households on DIRECTV Channel 345, Dish Network 223, and various cable and broadcast outlets. The company also has an Internet shopping site, http://www.shopusn.com/, which offers customers many of the same upscale products seen by viewers on the network at very competitive price points.

Statements in this news release about anticipated or expected future revenue or growth or expressions of future goals or objectives, including statements regarding whether current plans to grow and strengthen the company's existing network will be implemented or accomplished, are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements in this release are based upon information available to the Company on the date of this release. Any forward-looking statements involve risks and uncertainties, or the benefits anticipated from the acquisition will not be realized. Additionally, forward-looking statements are based on current market conditions and risks, which may change as the result of certain regulatory, political or economic events, a shift in consumer preferences, as well as those risks and uncertainties described in the Company's filings with the Securities and Exchange Commission, which could cause actual events or results to differ materially from the events or results described in the forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.

  Media:
  Katy Saeger / Peter Epstein - 5W Public Relations
  310-566-7030 / ksaeger@5wpr.com / pepstein@5wpr.com /

  Investors:
  Chris Rosgen - Capital Market Relations
  949.481.9739