SUBSIDIARY SECURITY AGREEMENT

         THIS  SUBSIDIARY  SECURITY  AGREEMENT  (this  "Security  Agreement") is
entered into as of June 1, 1998,  between  National  Datamax,  Inc. a California
corporation having its principal place of business at 16955 Via Del Campo, Suite
215, San Diego,  CA 92127 (the  "Debtor"),  and FIRST  NATIONAL BANK OF OMAHA, a
national banking association having its principal place of business at One First
National  Center,  Omaha,  Nebraska 68102 as agent ("Secured  Party") for itself
("FNB-O") and FIRST NATIONAL BANK, WAHOO, NEBRASKA ("FNB-W"), a national banking
association having its principal place of business at Wahoo, Nebraska 68066, NBD
BANK ("NBD"),  a bank organized  under the laws of the State of Michigan  having
its principal place of business at 611 Woodward Avenue, Detroit, Michigan 48226,
NORWEST BANK NEBRASKA,  N.A. ("Norwest"),  a national banking association having
its  principal  place of business at 20th and Farnam  Streets,  Omaha,  Nebraska
68102, US BANK, NATIONAL ASSOCIATION ("US Bank"), a national banking association
having its principal place of business at 13th and M Streets,  Lincoln, Nebraska
68508,  the  SUMITOMO  BANK,  LIMITED   ("Sumitomo"),   a  Japanese  bank  being
represented by its office at 200 North Broadway, Suite 1625, St. Louis, Missouri
63102 and acting  through  its Chicago  branch,  MERCANTILE  BANK OF ST.  LOUIS,
N.A.("Mercantile"), a national banking association having its principal place of
business at One  Mercantile,  7th and Washington  Streets,  St. Louis,  Missouri
63101, BANK OF MONTREAL  ("Montreal"),  a Canadian bank being represented by its
office at 430 Park  Avenue,  New York,  New York 10022,  LASALLE  NATIONAL  BANK
("LaSalle"),  a national banking  association being represented by its office at
One  Metropolitan  Square,  211 North Broadway,  St. Louis,  Missouri 63102, and
NATIONSBANK,  N.A.  ("Nationsbank"),  a national banking  association  having an
office at 800 Market Street, 12th Floor, St. Louis, Missouri 63101-2506.

                                   WITNESSETH:

         WHEREAS,  Debtor  is a  wholly-owned  subsidiary  of Data  Transmission
Network Corporation ("DTN"); and

         WHEREAS,  DTN and Secured Party are parties to a 1997 Revolving  Credit
Agreement (the "Revolving  Credit  Agreement") and a 1997 Term Credit  Agreement
(the "Term Credit  Agreement"),  each dated as of February 26, 1997,  as amended
from time to time (together, the "Credit Agreements"); and

         WHEREAS, pursuant to the Revolving Credit Agreement,  Secured Party and
the Revolving  Lenders defined in such Revolving  Credit  Agreement from time to
time may make  advances  to DTN  which  may be used for the  benefit  of DTN and
Debtor; and

         WHEREAS, pursuant to the Credit Agreements, DTN is required to have any
subsidiary  execute  a  security  agreement  and file  Uniform  Commercial  Code
financing  statements  as shall be  necessary  to grant and  perfect a  security
interest in favor of the lenders under such Credit Agreements;

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                                    - 711 -
<PAGE>

         NOW,  THEREFORE,  in consideration of the premises,  and for other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, it is agreed as follows:

               1. Grant of Security  Interest.  Debtor  hereby grants to Secured
Party a security  interest in the  personal  property of Debtor as  described on
Exhibit A to this Security Agreement (the "Collateral").

               2. Obligations  Secured.  The security interest granted herein is
given to  secure  all  present  and  future  obligations  of DTN:  (i) under the
Revolving  Credit  Agreement;  (iii) under the 1996 Revolving  Credit  Agreement
dated as of June 28,  1996 as  amended  from time to time  between  DTN,  FNB-O,
FNB-W, Norwest, NBD, First Bank, Sumitomo, Mercantile, Montreal, LaSalle and The
Boatmen's National Bank of St. Louis ("Boatmen's"); (iv) under the 1995 Restated
Loan  Agreement  dated as of June 29, 1995, as amended from time to time between
DTN and FNB-O, FNB-W, US Bank, NBD , Norwest, and Boatmen's;  (v) under the 1993
Restated  Loan  Agreement  dated as of November 8, 1993, as amended from time to
time,  between DTN and FNB-O, US Bank, FNB-W,  NBD, Norwest and Boatmen's;  (vi)
under the Loan  Agreement  dated as of October 9, 1992,  as amended from time to
time,  between DTN and FNB-O,  US Bank,  and FNB-W,  or under any interest  rate
protection  agreement entered into by DTN with one or more Lenders;  (vii) under
any  and all  Notes  previously,  now or  hereafter  made by DTN to the  Lenders
pursuant to any of the foregoing Loan  Agreements  and interest rate  protection
agreements (all of which are referred to herein as the "Loan Agreements") or any
predecessor loan agreements,  including,  without limitation,  the Existing Term
Notes and any notes given in extension,  renewal or  substitution  of the Notes;
(viii) to reimburse the Secured Party for all sums, if any,  advanced to protect
the Collateral;  and (ix) to reimburse  Secured Party for all costs and expenses
incurred in collection of the foregoing, including, without limitation, costs of
repossession and sale and reasonable  attorneys'  fees. This Security  Agreement
shall not be deemed to extinguish existing  indebtedness of DTN under any of the
agreements referenced in this Section 3 or any of the notes issued thereunder or
to release, terminate or affect the priority of any security therefor.

               4.   Representations   and  Warranties.   Debtor  represents  and
warrants:

                    (a)  Possession  and  Ownership.  Except as shown on Exhibit
4(a)  attached  to this  Security  Agreement,  the  Collateral  is or will be in
Debtor's  possession  (except for  equipment or  inventory  provided to Debtor's
customers  in the ordinary  course of  business)  and Debtor has or will acquire
absolute  title  thereto and will defend the  Collateral  against the claims and
demands of all persons other than Secured Party,  the rights of customers to use
the  Collateral  in the  ordinary  course of  Debtor's  business,  and  existing
security interests and leaseholds shown on such Exhibit 4(a).

                    (b) Liens and Encumbrances.  No financing statement covering
the  Collateral  or  other  filing  evidencing  any lien or  encumbrance  on the
Collateral  is on file in any  public  office  and  there is no  lien,  security
interest or encumbrance on the Collateral  except for the security interest held
by Secured  Party  pursuant to this Security  Agreement  and for those  security
interests and leaseholds described in (a) above and Exhibit 4(a).

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                                    - 712 -
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                    (c) Truth of Representations.  All information,  statements,
representations,  and  warranties  made by Debtor herein and in any financial or
credit statement, application for credit, or any other writing executed prior to
or substantially  contemporaneously  herewith are true, accurate and complete in
all material respects.

                    (d)  Location.  Debtor  has its chief  executive  office and
principal  place of business at 16955 Via Del Campo,  Suite 215,  San Diego,  CA
92127 and Debtor keeps its records concerning the Collateral at such address and
at the  offices  of DTN  located  at Suite 200,  9110 West  Dodge  Road,  Omaha,
Nebraska 68114.

                    (e) Authority.  Debtor has full authority to enter into this
Security  Agreement  and in so doing is not violating  any law,  regulation,  or
agreement with third parties.  This Security Agreement has been duly and validly
authorized by all necessary corporate action.

                  5.       Covenants.  Debtor covenants and agrees:

                    (a) Liens and  Encumbrances.  Except as otherwise  expressly
allowed  herein or as permitted to DTN under the Loan  Agreements,  Debtor shall
keep the Collateral free and clear of liens,  encumbrances,  security interests,
and other  claims of third  parties and will,  at Debtor's  expense,  defend the
Collateral  against the claims and demands of all third  parties.  Debtor  shall
promptly pay and  discharge  any  indebtedness  owing to any third party who, by
reason  of said  indebtedness,  could  obtain or  become  entitled  to a lien or
encumbrance on the Collateral,  other than such indebtedness  being contested in
good faith and with respect to which adequate reserves have been established.

                    (b)  Proceeds;  Sale.  Debtor  shall  not sell or  otherwise
dispose of any Collateral without first obtaining the written consent of Secured
Party;  provided,  however,  that  Debtor may (i) sell or provide  equipment  or
inventory to customers in the  ordinary  course of Debtor's  business,  and (ii)
dispose of obsolete or  out-of-date  equipment to others so long as the value of
equipment or inventory  disposed of to others (e.g., for salvage  purposes) does
not exceed, in aggregate,$500,000. Debtor shall at all times keep the Collateral
and the  proceeds  from  any  authorized  or  unauthorized  disposition  thereof
identifiable  and separate from the other property of Debtor or any third party;
provided,  however,  that Debtor may  commingle  and use for  general  corporate
purposes (y) the proceeds of sales of inventory to customers  sold in accordance
with clause (i) above in this  Section  5(b) and (z) up to $500,000 in aggregate
net book value of the  proceeds  of sale or other  disposition  of  obsolete  or
out-of-date  equipment  disposed of in accordance with clause (ii) above in this
Section 5(b).

                    (c)  Protection  of Value.  Debtor shall use the utmost care
and diligence to protect and preserve the  Collateral,  and shall not commit nor
suffer any waste to occur with  respect to the  Collateral.  In pursuance of the
foregoing, Debtor shall maintain the Collateral in good condition and repair and


                                       3
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<PAGE>

shall take such steps as are  necessary or as are  requested by Secured Party to
prevent any impairment of the value of the Collateral.

                    (d)  Taxes.  Debtor  shall  pay and  discharge  prior to the
delinquency  thereof any and all taxes,  levies and other  impositions made upon
the  Collateral  which may give rise to liens upon the  Collateral  if unpaid or
which are imposed upon the creation,  perfection, or continuance of the security
interest provided for herein, other than taxes being contested in good faith and
with respect to which adequate reserves have been established.

                    (e)   Insurance.   All  risk  of  loss  of,  damage  to,  or
destruction  of the  Collateral  shall at all times be on Debtor.  Debtor  shall
procure and  maintain,  at its own expense,  insurance  covering the  Collateral
against all risks under policies and with companies acceptable to Secured Party,
for the duration of this Security  Agreement  (except for equipment  provided to
Debtor's  Customers in the ordinary course of business).  Such policies shall be
written  for and shall name  Debtor and  Secured  Party as their  interests  may
appear,  shall contain a standard loss payable clause in favor of Secured Party.
Proof of insurance shall be provided to Secured Party upon request. For purposes
of  security,  Debtor  hereby  assigns  to  Secured  Party  any and  all  monies
(including,  without  limitation,  proceeds of insurance and refunds of unearned
premiums) due or to become due under any such policy.  Debtor hereby directs the
issuer of any such  policy to pay any such  monies  directly  to Secured  Party.
Secured  Party  may act as  attorney  for  Debtor  in  obtaining,  settling  and
adjusting such insurance and in endorsing any checks or drafts paid thereunder.

                    (f) Secured Party as Payee.  Debtor shall take such steps as
are  necessary or as are  requested by Secured Party to have Secured Party named
as a payee on any check,  draft or other document or instrument which Debtor may
obtain or anticipate  obtaining  with respect to the  Collateral  other than the
sale of inventory to customers in the ordinary  course of Debtor's  business and
the sale of obsolete or  out-of-date  equipment in accordance  with Section 5(b)
hereof. Without limiting the generality of the foregoing, Secured Party shall be
named  as  a  payee  on  all  instruments   from  insurers  of  the  Collateral.
Notwithstanding  anything in the  foregoing  or in  Subsection  (e) above to the
contrary,  Secured  Party agrees  that:  (i)  insurance  proceeds may be paid to
Debtor so long as no event of default exists hereunder and such proceeds are, in
aggregate,  less than $500,000;  and (ii) Secured  Party's rights  hereunder are
subject to the  interests  of the  parties  identified  on Exhibit 4 (a) and the
rights of Debtor's customers set forth in Section 4(a) above.

                    (g) Records. Debtor shall keep accurate and complete records
pertaining to the Collateral  and pertaining to Debtor's  business and financial
condition,  and shall allow  Secured Party to inspect the same from time to time
upon reasonable  request and shall submit such periodic  reports relating to the
same to Secured Party from time to time as Secured Party may reasonably request.
Debtor shall provide that the Secured  Party's  interest is noted on all chattel
paper and that there is only one single  original of any  chattel  paper held by
Debtor and created after the date hereof.

                                       4
                                     -714 -
<PAGE>

                    (h) Notice to Secured Party.  Debtor shall  promptly  notify
Secured  Party of any loss or damage to the  Collateral,  any  impairment of the
value thereof, or any claim made thereto by any third party.

                    (i) Location.  Except for equipment or inventory provided to
Debtor's customers in the ordinary course of business,  Debtor will not move the
Collateral,  its chief executive  office,  principal place of business or places
where it  keeps  its  records  concerning  the  Collateral  from  the  locations
specified above without first obtaining the written consent of Secured Party and
shall not permit any  Collateral to be located in any state in which a financing
statement  covering the  Collateral is required to be, but has not in fact been,
filed in order to perfect the security interest granted herein. Debtor shall not
change its name without  giving  Secured  Party at least ninety (90) days' prior
notice thereof.

                    (j) Other  Documents.  Debtor  shall  execute  such  further
documents as may be requested by Secured  Party to obtain and perfect a security
interest in the Collateral,  including without  limitation,  Uniform  Commercial
Code Financing  Statements and amendments  thereto.  A carbon,  photographic  or
other  reproduction  of this Security  Agreement or of any  financing  statement
signed by Debtor  shall have the same force and effect as the  original  for all
purposes of a financing statement.

               6.  Default.  Debtor shall be in default  hereunder if any of the
following occurs:

                    (a) Event of Default.  An Event of Default  occurs under any
of the Notes or the Loan Agreements.

                    (b)   Misrepresentation.   Any  of  the  representations  or
warranties  made by Debtor herein or in any of the documents  referred to herein
or executed  prior  hereto or  substantially  contemporaneously  herewith are or
become false or misleading in any material respect.

                    (c) Breach of Covenants.  Debtor fails to perform any of its
covenants, agreements or obligations hereunder or under any document referred to
herein or executed prior hereto or substantially  contemporaneously herewith and
such failure is not cured within ten (10) business days after  knowledge of such
default;  provided,  however, that there shall be no cure period for the failure
of Debtor to comply with the provisions of Section 5 (b) hereof.

                    (d) Other  Indebtedness.  Any event occurs which  results in
acceleration  of the maturity of the  indebtedness  of Debtor under any material
agreement with any third party.

                    (f) Loss of Security.  Collateral with an aggregate value in
excess of $500,000 is lost,  damaged or  destroyed  and such  Collateral  is not
covered by insurance.

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                                    - 715 -


<PAGE>

                    (g) Business Failure. The death, dissolution, termination of
existence (other than a merger of Debtor into DTN), appointment of a receiver of
any part of the property  of,  assignment  for the benefit of  creditors  by, or
commencement  of any proceeding in bankruptcy or insolvency by or against Debtor
or any principals of Debtor or any guarantor or surety for Debtor.

               7. Rights and Remedies of Secured Party. Secured Party shall have
all of the rights and remedies  provided at law and in equity and in the Uniform
Commercial  Code and in addition  thereto and without  limitation  thereon shall
have the following rights which may be exercised singularly or concurrently:

                    (a)  Inspection.  Secured  Party  may at any  time,  with or
without  notice,  enter upon  Debtor's  premises  or any other  place  where the
Collateral  is located  to inspect  and  examine  the same and,  if Debtor is in
default, to take possession thereof.

                    (b) Performance by Secured Party. If Debtor fails to perform
any of its obligations hereunder, Secured Party may, at its sole discretion, pay
or perform such obligations for Debtor's account and may add any cost or expense
thereof to the obligations secured hereby.

                    (c) Acceleration.  Upon default,  Secured Party may, without
demand or notice to Debtor, accelerate all of the obligations secured hereby and
proceed to enforce payment of the same with or without first  resorting  against
the Collateral.

                    (d) Proceed Against  Collateral.  Subject to applicable cure
periods,  if any,  upon default  Secured Party may:  require  Debtor to make the
Collateral  available to Secured  Party at a place to be  designated  by Secured
Party; take possession of the Collateral, proceeding without judicial process or
by judicial  process  (without a prior  hearing or notice  thereof  which Debtor
hereby expressly waives) and sell, retain or otherwise dispose of the Collateral
in full or partial satisfaction of the obligations secured hereby.

                    (e) Power of Attorney.  Debtor hereby  irrevocably  appoints
(which  appointment is coupled with an interest)  Secured Party as Debtor's true
and lawful attorney,  with full power of substitution,  without notice to Debtor
and at such time or times as Secured Party in its sole  discretion may determine
to: (i) create,  prepare,  complete,  execute,  deliver and file such documents,
instruments,  financing statements,  and other agreements and writings as may be
deemed  appropriate  by Secured Party to facilitate  the intent of this Security
Agreement;  (ii) notify account debtors and others with obligations to Debtor to
make payment of their  obligations to Secured Party;  (iii) demand,  enforce and
receive  payment  of any  accounts  or  obligations  owing to  Debtor,  by legal
proceedings or otherwise;  (iv) settle,  adjust,  compromise,  release, renew or
extend any account or obligation owing to Debtor;  (v) notify postal authorities
to change the address for  delivery of mail to Debtor to such address as Secured
Party may  designate;  (vi) receive,  open and dispose of all mail  addressed to
Debtor;  (vii) endorse Debtor's name on any check,  note,  draft,  instrument or

                                       6
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<PAGE>

other form of payment that may come into Secured Party's possession;  and (viii)
send requests to Debtor's  customers  and account  debtors for  verification  of
amounts due to Debtor.  Secured  Party  covenants  not to exercise the foregoing
rights prior to the occurrence of an event of default hereunder.


               8. Obligations of Secured Party. Secured Party has no obligations
to Debtor hereunder except those expressly required herein.  Except as expressly
provided  in the Loan  Agreements,  Secured  Party  has not  agreed  to make any
further  advance or loan of any kind to Debtor or DTN.  Secured  Party's duty of
care with respect to the Collateral in its possession  shall be deemed fulfilled
if  Secured  Party  exercises  reasonable  care in  physically  safekeeping  the
Collateral  or, in the case of Collateral in the possession of a bailee or third
party,  exercises reasonable care in the selection of the bailee or third party.
Secured  Party  need not  otherwise  preserve,  protect,  insure or care for the
Collateral.  Secured Party need not preserve  rights the Debtor may have against
prior parties,  realize on the Collateral in any particular  manner or order, or
apply proceeds of the Collateral in any particular order of application.

               9. Miscellaneous.

                    (a) No  Waiver.  No delay or  failure on the part of Secured
Party in the exercise of any right or remedy hereunder shall operate as a waiver
thereof  and no single or  partial  exercise  by  Secured  Party of any right or
remedy shall preclude other or further  exercise  thereof or the exercise of any
other right or remedy.

                    (b) Amendment and Termination.  This Security  Agreement may
be  amended  or  terminated  and the  security  interest  granted  herein can be
released  only by an  explicit  written  agreement  signed by Debtor and Secured
Party.

                    (c) Choice of Law.  This  Security  Agreement and the rights
and  obligations  of the parties  hereto  shall be governed by and  construed in
accordance with the laws of the State of Nebraska.

                    (d) Binding  Agreement.  This  Security  Agreement  shall be
binding  upon  the  parties  hereto  and  their  heirs,   successors,   personal
representatives and permitted assigns.

                    (e) Assignment.  This Security  Agreement may be assigned by
Secured Party only.

                    (f)   Captions.   Captions  and  headings   herein  are  for
convenience only and in no way define,  limit or describe the scope or intent of
any provision or section of the Security Agreement.

                                       7
                                    - 717 -
<PAGE>

                    (g)   Severability.   If  any  provision  of  this  Security
Agreement shall be prohibited by or invalid under applicable law, such provision
shall be  ineffective to the extent of such  prohibition  or invalidity  without
invalidating the remainder of such provision or the remaining provisions of this
Security Agreement.

                    (h)  Notices.  All  notices  to be  given  shall  be  deemed
sufficiently  given if  delivered  or mailed by  registered  or  certified  mail
postage prepaid if to Debtor in care of Data  Transmission  Network,  Suite 200,
9110 West Dodge Road,  Omaha,  Nebraska  68114; if to Secured Party at One First
National Center, Omaha, Nebraska 68102; or such other address as the parties may
designate in writing from time to time.  Debtor shall  promptly  notify  Secured
Party of any changes in Debtor's address.

                    (i)  Priorities.  The  security  interest of a Lender in any
property  of the  Debtor (i)  arising  under and in  connection  with the Credit
Agreements,  this Security  Agreement or any of the Related Loan  Agreements and
(ii) granted to secure any obligation of DTN to such Lender, including,  without
limitation,  all  Collateral,  shall rank equally in priority  with the security
interests  of each  of the  other  Lenders,  if any,  in  such  property  of the
Borrower,  irrespective of the time or order of attachment or perfection of such
security  interest,  or the time or order of filing, or the failure to file, and
regardless  of the date any  obligation  of DTN to a Lender  was  incurred.  Any
amounts or  payments  obtained  upon  disposition  of any  property  securing an
obligation of DTN to a Lender shall be applied as provided in Article VII of the
1997  Revolving  Credit  Agreement as in effect on February 26, 1997.  Unanimous
approval of the Lenders shall be required for amendments to this Section 9(i).

         IN  WITNESS  WHEREOF,  the  undersigned  have  executed  this  Security
Agreement as of this 1st day of June, 1998.


                     NATIONAL DATAMAX, INC.


                     By /s/ Brian L. Larson
                     Title Vice President, CFO and Secretary



                     FIRST NATIONAL BANK OF OMAHA,
                     as agent for itself, US Bank,
                     National Association, First
                     National Bank, Wahoo,
                     Nebraska, NBD Bank,
                     Norwest Bank Nebraska, N.A.,
                     Nationsbank, N.A., The Sumitomo Bank, Limited, Mercantile


                                       8
                                    - 718 -
<PAGE>

                     Bank of St. Louis, N.A., Bank of Montreal, and
                     LaSalle National Bank


                     By /s/ James P. Bonham
                     Title Vice President






                                       9
                                    - 719 -
<PAGE>



                                    EXHIBIT A
                              TO SECURITY AGREEMENT
                                 BY AND BETWEEN
            FIRST NATIONAL BANK OF OMAHA, as Agent ("Secured Party")
                                       AND
                        NATIONAL DATAMAX, INC. ("Debtor")

                                   COLLATERAL

         All  of  Debtor's  accounts,   accounts   receivable,   chattel  paper,
documents,   instruments,  goods,  inventory,  equipment,  general  intangibles,
contract  rights,  all rights of Debtor in deposits and advance payments made to
Debtor by its customers  and/or  subscribers,  accounts due from advertisers and
all  ownership,  proprietary,  copyright,  trade  secret and other  intellectual
property rights in and to computer software (and specifically including, without
limitation,  all such rights in Debtor's computer software used in the provision
of the services to Debtor's customers and/or subscribers) and all documentation,
source code,  information and works of authorship  pertaining  thereto,  all now
owned or hereafter acquired by Debtor and all proceeds and products thereof; and
 all proceeds and products of the foregoing.







                                       10
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<PAGE>



                              ATTACHMENT A TO UCC-1

                                   COLLATERAL


         All  of  Debtor's  accounts,   accounts   receivable,   chattel  paper,
documents,   instruments,  goods,  inventory,  equipment,  general  intangibles,
contract  rights,  all rights of Debtor in deposits and advance payments made to
Debtor by its customers  and/or  subscribers,  accounts due from advertisers and
all  ownership,  proprietary,  copyright,  trade  secret and other  intellectual
property rights in and to computer software (and specifically including, without
limitation,  all such rights in Debtor's computer software used in the provision
of the services to Debtor's customers and/or subscribers) and all documentation,
source code,  information and works of authorship  pertaining  thereto,  all now
owned or hereafter acquired by Debtor and all proceeds and products thereof; and
 all proceeds and products of the foregoing.








                                       11
                                    - 721 -
<PAGE>



                                  EXHIBIT 4 (a)
                              TO SECURITY AGREEMENT
                                 BY AND BETWEEN
            FIRST NATIONAL BANK OF OMAHA, as Agent ("Secured Party")
                                       AND
                        NATIONAL DATAMAX, INC. ("Debtor")


                             PERMITTED ENCUMBRANCES


Secured Party                                            Comments


                                      NONE








               EQUIPMENT NOT LOCATED AT DEBTOR'S OR DTN'S ADDRESS

Equipment                                            Location


                                      NONE



                                       12
                                    - 722 -