PURCHASE AND RESTRICTIVE COVENANT AGREEMENT

         This Purchase and Restrictive  Covenant Agreement (this "Agreement") is
entered into as of March 12,  1997,  by and between  Data  Transmission  Network
Corporation,  a Delaware corporation ("DTN"), and Market  Communications  Group,
L.L.C., a Delaware limited liability company ("MCG").

                                    RECITALS:

         DTN owns and operates a satellite information  transmission system that
provides its  subscribers  with access via  electronic  transmission  to various
types of information services.

         MCG owns and operates a satellite information  transmission system that
provides its  subscribers  with access via  electronic  transmission  to various
types of information services.

         MCG and DTN desire in this  Agreement  to provide  for the  purchase by
DTN of the assets and  business as a going  concern of MCG.

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

         1.       Definitions.  Capitalized  terms used herein shall have the
meanings ascribed to them elsewhere in this Agreement and as follows:

                  1.1  "Affiliate"  means a Person who  directly or  indirectly,
through one or more intermediaries or otherwise,  controls,  is controlled by or
is under common control with another Person.

                  1.2  "Assumed Liabilities" shall mean,  collectively:  (a) all
trade accounts payable of MCG in existence as of the Effective Date and incurred
in the ordinary course of the Business, whenever created ("Trade Payables"); (b)
all  obligations  and  liabilities  under the Leases  which  accrue or are to be
performed  following the Effective Date; and (c) all obligations and liabilities
under the Contracts which accrue or are to be performed  following the Effective
Date. The Trade Payables are listed in SCHEDULE 1.2 attached hereto.  All of the
Assumed Liabilities are listed in SCHEDULES 1.2, 1.4 AND 1.7.

                  1.3  "Business" shall mean MCG's business of providing the
MCG Services to Subscribers.

                  1.4  "Contracts" shall mean,  collectively: (a) all agreements
between MCG and  Subscribers  in effect as of the  Effective  Date;  and (b) the

                                       1

                                     - 11 -
<PAGE>

license  agreements  and other  contracts to which MCG is a party in  connection
with the Business and listed in SCHEDULE 1.4 attached hereto.

                  1.5  "Effective Date" shall mean March 12, 1997. It is intend-
ed that this  Agreement  will be  simultaneously  executed  and closed as of the
Effective Date.

                  1.6  "Farmland" shall mean Farmland Industries, Inc., a
Kansas corporation.

                  1.7  "Leases" shall mean all real estate and equipment  leases
to which MCG is a party in  connection  with the Business and listed in SCHEDULE
1.7 attached hereto.

                  1.8  "MCG  Services"  shall mean,  collectively: (a) MCG's
MarketPulse  and  MarketPRO  electronic  information services; and (b) all other
electronic data and/or information services provided by MCG as of the Effective
Date.

                  1.9  "Person" shall mean an individual,  partnership,
corporation,  limited  liability  company,  trust or other entity.

                  1.10 "Purchased Assets" means all assets owned by MCG and used
in connection  with the Business as of the Effective  Date,  including:  (a) the
Business and the MCG Services as a going  concern and all goodwill in connection
therewith;  (b) all rights under the Contracts and the Leases;  (c) all accounts
receivable  of the  Business in  existence as of the  Effective  Date,  whenever
created;  (d) subject to the provisions of Section 5.1.5, all computer  hardware
and  peripherals,   office  equipment,   communication  systems  and  equipment,
host/uplink and transmission system and equipment,  back-up generators and other
equipment  owned by MCG,  used in the  Business  and  listed  in  SCHEDULE  1.10
(collectively, the "MCG Equipment") but excluding equipment subject to equipment
Leases;  (e) all computer software  developed or owned by MCG,  including source
codes,  object codes,  datafeed  protocols and interface  programs,  (f) prepaid
expenses; (g) telephone numbers, furniture, fixtures, leasehold improvements and
supplies;  (h) all trade marks,  service  marks,  trade  names,  logos and other
intangible  assets and  intellectual  property  of MCG;  and (i) all cash of the
Business on hand as of the Effective  Date, but not including the Purchase Price
to be received by MCG.

                  1.11 "Reuters" shall mean Reuters America Inc., a Delaware
corporation.

                  1.12 "Subscribers" small mean customers of MCG for one or more
of the MCG Services,  including  Subscribers  who receive one or more of the MCG
Services; (a) directly from MCG for redistribution to their subscribers; (b) via
redistributors  of  the  MCG  Services;  (c)  directly  from  MCG  for  internal
redissemination  physically controlled by the Subscriber  independent of MCG, or
(d) directly from MCG for internal use with no redissemination.

                                       2

                                     - 12 -
<PAGE>

                  1.13 "Terminal"   shall  mean  any  devise   installed  at  a
Subscriber  location that is capable of providing one individual  with access to
one or more of the MCG Services at that  location  independent  of access to the
MCG Services by any other  individual at the same location,  but excluding:  (a)
any Terminal  operating by a Subscriber  whose  account with MCG is more than 90
days  past  due as of the  Effective  Date;  (b)  any  device  installed  by MCG
exclusively for promotion,  marketing,  sales or customer support purposes,  and
(c) any device installed at a Subscriber  location on a free trial basis for not
more than one period of not to exceed 60 days.

                  1.14 "Territory" means the United States of America and
Canada.

         2.       Purchase and Sale of Purchased Assets.

                  2.1  Upon the terms and conditions contained herein, MCG here-
by sells,  transfers  and assigns to DTN, and DTN hereby  purchases and acquires
from MCG, the Purchased Assets.

                  2.2  The Purchased  Assets are  purchased  by DTN and sold and
delivered  by MCG "as is, where is," with all faults.  MCG warrants  that it has
good and marketable  title to the Purchased  Assets free and clear of all liens,
charges,  claims,  encumbrances and equities other than the Assumed Liabilities.
Otherwise, MCG makes no representation or warranty,  express or implied, oral or
in writing,  with regard to the condition,  quality,  adequacy or fitness of the
Purchased  Assets,  including  but not  limited  to any  implied  warranties  of
merchantability,  fitness for a particular purpose or  noninfringement,  and all
such warranties are expressly disclaimed.

         3.       Liabilities.

                  3.1  DTN hereby assumes and agrees to pay and  discharge  when
due all  Assumed  Liabilities  and shall  hold  MCG,  its  members,  Affiliates,
successors and assigns harmless therefrom.

                  3.2  DTN is not assuming and shall have no responsibility  for
any debts,  obligations or  liabilities  of MCG not included  within the Assumed
Liabilities or not otherwise  expressly  assumed by DTN in accordance  with this
Agreement.

                  3.3  MCG shall  have no  liability  to DTN from and  after the
Effective  Date under that  Amended  and  Restated  Datafeed  Dissemination  and
Equipment  Lease  Agreement  between DTN and MCG ("Datafeed and Equipment  Lease
Agreement").

         4.       Purchase Price.

                  4.1  The  purchase  price  (the  "Purchase   Price")  for  the
Purchased  Assets  shall be an  amount  equal to  $1,500  times  the  number  of
Terminals  in  existence  on the day prior to the  Effective  Date.  The parties
anticipate  there will be  approximately  2,400 Terminals in existence as of the

                                       3

                                     - 13 -
<PAGE>

Effective  Date and attached to an  Assignment  and  Assumption  Agreement to be
executed by MCG and DTN.

                  4.2  The  Purchase  Price shall be paid by DTN to MCG by
wire  transfer  in  immediately  available  funds on the Effective Date

                  4.3  The Purchase Price shall be allocated as follows:

                             Fixed Assets                      [ $             ]
                                                                  -------------
                             Goodwill/Subscriber Contracts     [ $             ]
                                                                  -------------
                             Restrictive Covenant              [ $             ]
                                                                  -------------

                  DTN and MCG shall  each  prepare  IRS Form 8594 in  accordance
with the  allocation set forth above in time to file such Form with the Internal
Revenue  Service in  accordance  with  applicable  IRS  procedures  and Treasury
regulations.

         5.       Deliveries.

                  5.1  In addition to any other documents specifically  required
to be delivered  pursuant to this  Agreement,  MCG shall,  in form and substance
satisfactory to DTN and its counsel, deliver to DTN on the Effective Date:

                           5.1.1    A bill of sale,  assignments and other
instruments  of transfer as  required  to  effectively  vest in DTN all of MCG's
right, title and interest in the Purchased Assets,  free and clear of all liens,
charges, claims, encumbrances and equities other than the Assumed Liabilities.

                           5.1.2    Such consents to the  assignment of the
Contracts as required  under the terms on the Contracts and which MCG is able to
obtain prior to the Effective Date.

                           5.1.3    A copy of the resolution of MCG's Management
Committee  authorizing  the  execution  and delivery of this  Agreement  and the
consummation of the transaction contemplated hereby.

                           5.1.4.   Executed originals or accurate copies of the
Contracts and Leases,  all amendments  thereto,  and all extensions and renewals
thereof.

                           5.1.5.   Copies  of all  business  records  of MCG.
DTN acknowledges that the software on which MCG's accounting system is contained
is  licensed  by MCG from a third  party and is  necessary  for the  purpose  of
winding down MCG's  operations  and  preparing tax returns.  Accordingly,  MCG's
accounting system  (including  hardware and software) shall be made available to
MCG and/or its members for such purposes,  at no charge,  for a period of twelve
months after the  Effective  Date.  DTN shall  maintain  the  integrity of MCG's
accounting data, software and operating system

                                       4

                                     - 14 -
<PAGE>

and shall not remove any MCG accounting  information from the server or software
during such period.  In the  alternative,  DTN shall provide after the Effective
Date  such  records  and  information  as MCG or its  members  require  for such
purposes.

                  5.2  In addition to any other documents specifically  required
to be delivered  pursuant to this  Agreement,  DTN shall,  in form and substance
satisfactory  to MCG and its counsel,  deliver to MCG on the Effective Date such
assumptions and undertakings as MCG reasonably deems necessary to evidence DTN's
obligation to assume and discharge the Assumed Liabilities.

                  5.3  DTN shall not be required to close this Agreement  unless
prior to our  simultaneous  with closing DTN and Reuters enter into the Datafeed
Dissemination Agreement between DTN and Reuters.

         6.       Documentation Subsequent to Effective Date.

                  6.1  From  time to time  after  the  Effective  Date,  without
additional consideration, MCG shall execute and deliver such further instruments
and take such  other  actions as DTN  reasonably  requests  to more  effectively
transfer  to and vest in DTN,  and to put DTN in  possession  of, the  Purchased
Assets.

                  6.2  From  time to time  after  the  Effective  Date,  without
additional consideration, DTN shall execute and deliver such further instruments
and take such  other  actions as MCG  reasonably  requests  to more  effectively
evidence DTN's obligation to assume and discharge the Assumed Liabilities.

         7.       Absence of Brokers.  Each party  represents that it has not
retained or incurred liability to any Person for a broker's, finder's or agent's
fee in connection with the transactions contemplated by this Agreement; and each
party agrees to indemnify and hold the other harmless from the claim of any such
broker, finder or agent retained by such party.

         8.       Restrictive Covenants.

                  8.1  For a period of three years commencing  on the  Effective
Date,  MCG  agrees  that it shall not  directly  or  indirectly  or  through  an
Affiliate  provide,   anywhere  in  the  Territory,   and  real-time  electronic
information service package which is substantially  similar to MCG's MarketPulse
or  MarketPRO  Ag Service as provided on the  Effective  Date.  DTN shall not be
required to close this Agreement  unless prior to or simultaneous  with closing,
Farmland  enters  into a  noncompete  agreement  with DTN  containing  identical
covenants.

                  8.2  If any court  having  jurisdiction shall  hold any of the
restrictive  covenants in this Section 8 to be  unenforceable or unreasonable in
scope,  territory  or  duration  and if such court  shall  determine  the scope,
territory  or  duration  which  such  court  deems  reasonable,  then the scope,

                                       5

                                     - 15 -
<PAGE>

territory or duration of the covenants in this Section 8 shall be  automatically
reduced to that determined to be reasonable by such court.  Notwithstanding  the
foregoing, if any provision of this Section 8 shall be unenforceable,  then such
provision  shall be severed from this Section 8, but every other provision shall
continue  in full  force and  effect.  The  covenants  in this  Section 8 are an
integral part of the  transactions  contemplated by this Agreement and DTN would
not have entered into this Agreement in the absence of such  covenants.  DTN and
MCG agree that no allocation of the Purchase  Price shall in any way reflect the
damages which would accrue to DTN in the event of any breach of such restrictive
covenants.

                  8.3  MCG acknowledges that the covenants in this Section 8 are
reasonable  and  necessary in order that DTN receive the benefits  intended from
the  transactions  contemplated  by this  Agreement  and that any breach of such
covenants will result in irreparable injury to DTN for which DTN has no adequate
remedy at law. In the even MCG breaches any of the  covenants in this Section 8,
DTN  shall be  authorized  to seek from any court of  competent  jurisdiction  a
temporary  restraining order and/or preliminary and permanent injunctive relief.
Such  remedies  shall be  cumulative  and not  exclusive  of any other rights or
remedies to which DTN may be entitled as a result of such breach.

         9.       MCG Employees. DTN shall have no obligation to hire any em-
ployees of MCG.  MCG shall be responsible for all obligations to its employees,
including but not limited to salaries, bonuses, vacation pay, retirement bene-
fits, sick pay, insurance premiums, severance pay and other fringe benefits.

         10.      Indemnification.

                  10.1 With the exception of the Assumed Liabilities,  MCG shall
defend, indemnify and hold DTN, its Affiliates,  successors and assigns harmless
from any loss,  claim,  liability,  damage,  cost or expense  (including but not
limited to reasonable attorneys' fees) ("Damages") arising from: (a) the conduct
of the Business or the provision of the MCG Services or the use of the Purchased
Assets prior to the Effective Date; (b) any breach of this Agreement by MCG; (c)
any material  inaccuracy in any of the representations or warranties made by MCG
in this Agreement;  or (d) any material inaccuracy or  misrepresentation  in any
certificate  or  other  document  delivered  by  MCG  in  accordance  with  this
Agreement.

                  10.2 DTN waives  compliance with the Bulk Sales  provisions of
the Uniforms  Commercial  Code in connection  with this  transaction.  MCG shall
indemnify  DTN,  its  Affiliates,  successors  and  assigns  against any Damages
arising by reason of non-compliance by MCG with the Bulk Sales provisions of the
Uniform Commercial Code or any equivalent statute in connection with the sale of
the Purchased Assets.

                  10.3 DTN shall be  responsible  for and shall pay the  Assumed
Liabilities.  DTN may make adjustments in such Assumed  Liabilities as DTN deems
appropriate,   provided  DTN  shall  indemnify  MCG,  its  members,  Affiliates,

                                       6

                                     - 16 -
<PAGE>

successors  and assigns from any  liability  which may accrue as a result of any
such adjustment.

                  10.4 DTN shall  defend,  indemnify  and hold MCG, its members,
Affiliates,  successors and assigns  harmless from any Damages arising from: (a)
the conduct of the  Business or the  provision of the MCG Services or the use of
the Purchased Assets following the Effective Date, whether integrated with DTN's
other operations or operated on a stand-line basis; (b) the Assumed Liabilities;
(c) any breach of this  Agreement by DTN, (d) any material  inaccuracy in any of
the  representations  or warranties  made by DTN in this  Agreement;  or (e) any
material  inaccuracy or  misrepresentation  in any certificate or other document
delivered by DTN in accordance with this Agreement.

                  10.5 If  any  party   ("Indemnified   Party")   entitled   to
indemnification from the other party ("Indemnifying Party") under this Agreement
receives  notice of any claim or the  commencement  of any action or  proceeding
with respect to which the Indemnifying  Party is obligated to indemnify pursuant
to this Agreement,  the Indemnified  Party shall promptly give the  Indemnifying
Party written notice thereof. Such notice shall describe the claim in reasonable
detail and shall  indicate the amount  (estimated if necessary) of the loss that
has been or may be sustained by the Indemnified  Party in connection  therewith.
The Indemnifying Party may elect to compromise or defend, at its own expense and
by its own counsel,  any such matter  involving  the  asserted  liability of the
Indemnified Party. If the Indemnifying Party elects to compromise or defend such
asserted  liability,  it shall  within 30 days (or sooner,  if the nature of the
asserted liability so requires) notify the Indemnified Party of its intent to do
so, and the  Indemnified  Party shall  cooperate,  at the  Indemnifying  Party's
expense, in the compromise of or defense against such asserted liability. If the
Indemnifying  Party  elects not to  compromise  or defend  against the  asserted
liability,  if the Indemnified Party reasonably determines that the Indemnifying
Party's  counsel has a conflict of interest  with the  Indemnified  Party or the
Indemnifying  Party or its counsel is not adequately  defending the  Indemnified
Party's interests,  or if the Indemnifying Party fails to notify the Indemnified
Party of its election as provided herein,  the Indemnified  Party may, if acting
in accordance with its good faith business judgment,  pay,  compromise or defend
such asserted liability at the Indemnifying Party's expense, and such settlement
shall be binding on the  Indemnifying  Party for  purposes  of this  Section 10.
Notwithstanding  the foregoing,  neither the Indemnifying  Party nor Indemnified
Party may  settle  or  compromise  any  claim  over the  reasonable  good  faith
objection of the other. The Indemnified Party may object to any settlement which
obligates  the  Indemnified  Party to pay any funds or  perform  or desist  from
performing  any actions or which does not provide the  Indemnified  Party with a
full  release  from  liability.   In  any  event,  the  Indemnified   Party  and
Indemnifying Party may each participate,  at its own expense,  in the defense of
such asserted  liability.  If the Indemnifying Party elects to defend any claim,
the Indemnified Party shall make available to the Indemnifying  Party any books,
records or other documents  within its control that are necessary or appropriate
for such defense.

                                       7

                                     - 17 -
<PAGE>

                  10.6 Notwithstanding the foregoing provisions of this Section
10: (a)  neither  party shall have any  liability  to the other party under this
Section 10 for any indirect,  incidental or  consequential  damages or expenses;
and (b) the aggregate liability of each party to the other under this Section 10
shall be limited to an amount not to exceed the Purchase Price.

         11.      Taxes and Prorations.

                  11.1 All sales and other similar taxes (not including state or
federal  income  taxes)  payable in  connection  with this  transaction  and the
transfer of the Purchased  Assets shall be paid by DTN, and DTN shall  indemnify
and hold MCG, its members, Affiliates,  successors and assigns harmless from any
and all such taxes.

                  11.2 All property  taxes,  annual  license  fees and  similar
annual  assessments  due in  connection  with the  ownership or operation of the
Purchased Assets shall be prorated between DTN and MCG as of the Effective Date.
MCG will provide DTN with an estimate of such taxes,  fees and  assessments  and
shall make available to DTN copies of all tax  assessments,  notices and related
documents in its possession.

         12.      Nonassignable Rights. Despite anything contained herein to the
contrary,  this  Agreement  shall not  constitute  an  agreement  to assign  any
Contract if such assignment without the consent of the other party thereto would
constitute  a breach  thereof  or in any  material  way affect the rights of MCG
thereunder unless such consent is obtained.  If any such consent is not obtained
as of the Effective  Date, of if any attempted  assignment  without such consent
would be ineffective or would materially  affect MCG's rights thereunder so that
DTN would not in fact receive all such rights, the parties agree to cooperate in
any reasonable  arrangement designed to ensure that DTN shall have the benefits,
rights,  obligations  and duties  under  such  Contract  as soon as  practicable
following the Effective Date.

         13.      Confidentiality. The terms and conditions of this Agreement
are and shall  remain and be kept  confidential  by the  parties  hereto,  their
employees,  agents and legal counsel.  Except as required by law, regulations or
auditing requirements, the terms of this Agreement shall not be disclosed to any
third Person by MCG without the prior written  consent of DTN nor by DTN without
the prior written  consent of MCG and its members.  No press  release  regarding
this transaction shall be issued by MCG without the prior written consent of DTN
nor by DTN without the prior written  consent of MCG, which consent by MCG shall
not be unreasonably withheld.

         14.      Lost Equipment Charges.  DTN acknowledges that all or sub-
stantially  all  Equipment  (as  defined in the  Datafeed  and  Equipment  Lease
Agreement)  has been  accounted for as of the Effective  Date. MCG shall have no
responsibility  for, and DTN shall not assess or attempt to collect against MCG,
any Lost Equipment Charges under the Datafeed and Equipment Lease Agreement.

                                       8

                                     - 18 -
<PAGE>

         15.      Survival of  Representations  and  Warranties.  The  repre-
sentations  and  warranties  of DTN and MCG  contained in this  Agreement  shall
survive the Effective Date for a period of twelve months.

         16.      No Assignment.  Neither party may assign this Agreement or
delegate any duties  hereunder  without the written  consent of the other party.
Any attempted assignment without such consent shall be null and void.

         17.      Expenses of  Transaction.  Except as specifically  provided in
this  Agreement,  each party shall bear its own expenses  incurred in connection
with  this  Agreement  and the  consummation  of the  transactions  contemplated
hereby.

         18.      Entire  Agreement.   Together  with  the  Schedules  hereto,
this  constitutes the entire  agreement  between the parties with respect to the
subject  matter  hereof.   There  are  no  other  agreements,   representations,
warranties  or  covenants,  written or oral,  with  respect to the  transactions
contemplated  by this Agreement  which are not expressly set forth herein.  This
Agreement may not be modified or amended except by written  instrument  executed
by both parties hereto.

         19.      Counterparts.  This Agreement may be executed in counterparts,
each of which  shall be an original  and both of which,  taken  together,  shall
constitute a single instrument.

         20.      Notices.  Any notice required or permitted  under this Agree-
ment shall be in writing and may be delivered personally or sent by a nationally
recognized  overnight  courier,  United  States  registered  or certified  mail,
postage prepaid, or facsimile transmission, addressed as set forth below:

         If to MCG:                         Market Communications Group, L.L.C.
                                            8610 NW 107th Terrace
                                            Kansas City, MO  64153
                                            FAX (816) 880-1210
                                            Attn:  President

         With copies to:                    Stimson, Mag & Fizzell, P.C.
                                            Suite 2800
                                            1201 Walnut Street
                                            Kansas City, MO  64106
                                            FAX (816) 691-3495
                                            Attn:  Marc Salle, Esq.

                                                     and
                                       9

                                     - 19 -
<PAGE>


                                            Farmland Industries, Inc.
                                            3315 N. Farmland Trafficway
                                            Department 62
                                            Kansas City, MO  64116
                                            FAX (816) 459-5902
                                            Attn:  Vice President and General
                                                   Counsel

                                                     and

                                            Reuters America Inc.
                                            1700 Broadway
                                            New York, NY  10019
                                            FAX (212) 307-9378
                                            Attn:  Vice President and General
                                                   Counsel

         If to DTN:                         Data Transmission Network Corp.
                                            9110 West Dodge Road, Suite 200
                                            Omaha, NE  68114
                                            FAX (402) 390-7188
                                            Attn:  President

         With a copy to:                    Abrahams, Kaslow & Cassman
                                            8712 West Dodge Road, Suite 300
                                            Omaha, NE  68114
                                            FAX (402) 392-0816
                                            Attn:  R. Craig Fry, Esq.

or to any other address or facsimile number as either party shall give the other
in writing.

         21.      Binding  Effect.  The terms and  provisions of this  Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective successors and permitted assigns.

         22.      Section  Headings.  Section  headings in this  Agreement are
for the purpose of reference  only and shall not limit or  otherwise  affect the
meaning of any of the provisions of this Agreement.

         23.      Incorporation  of Schedules.  Each of the Schedules  referred
to herein and attached hereto are incorporated  herein and shall be deemed to be
a part of this Agreement.

         24.      Applicable  Law. This Agreement  shall be governed by and
construed in accordance with the internal laws of the State of Nebraska, without
reference to conflicts of laws rules.

                                       10

                                     - 20 -
<PAGE>

         25.      Survival.  Those  provisions of this Agreement which by their
nature are  intended  to survive  the  Effective  Date shall so survive for such
period of time as necessary to achieve full performance thereof.

         26.      Conduct and  Transactions  of MCG Prior to Closing.  It is in-
tended that this Agreement will be simultaneously  executed and closed. However,
from the date of this Agreement  until closing,  except to the extent  expressly
permitted by this  Agreement or  resulting  from or incident to the  transaction
contemplated  hereby,  or as otherwise  consented to by an instrument in writing
signed by DTN:
                  26.1 MCG will use commercially  reasonable efforts to keep the
Business and MCG's  organization  intact and will not take or permit to be taken
or do or suffer to be done  anything  other than in the  ordinary  course of the
Business as presently conducted or necessary or incidental to the performance of
this Agreement,  and MCG will use its  commercially  reasonable  efforts to keep
available the services of its officers, employees and agents and to maintain the
goodwill and reputation associated with the MCG Services.

                  26.2 MCG will not make  any  changes  in its  Certificate  of
Formation or Limited Liability  Company Agreement which would preclude,  hinder,
interfere with or otherwise impair the ability of MCG to perform its obligations
pursuant  to this  Agreement  and to  consummate  the  transaction  contemplated
hereby.

                  26.3 MCG will use commercially  reasonable efforts to maintain
the Purchased Assets,  tangible or intangible,  in good operating  condition and
repair and take all steps necessary to keep its operations functioning properly.

                  26.4 MCG will not  sell,  lease  or  dispose  of,  or make any
contract for the sale,  lease or  disposition  of, any of the  Purchased  Assets
other than in the ordinary and usual course of the Business  consistent with the
representations  and warranties of MCG contained herein and not in breach of any
of the provisions of this Section 26.

                  26.5 MCG shall not encumber or permit to be encumbered any
of the Purchased Assets.

                  26.6 MCG shall not do, or cause to be done, any act or suffer,
or cause to be suffered,  any omission  which would result in a breach of any of
the representation,  warranties or covenants of MCG contained herein if the same
were made a new immediately after such act or omission.

                                       11

                                     -21 -
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on their  respective  behalves by their respective duly authorized
officers, all as of the day and year first above written.

                                    MARKET COMMUNICATIONS GROUP, L.L.C.,
                                    a Delaware limited liability company



                                    By:
                                       -----------------------------------------
                                            Richard H. Weaver
                                            President and CEO



                                    DATA TRANSMISSION NETWORK CORPORATION
                                    a Delaware corporation



                                    By:
                                       -----------------------------------------
                                            Greg T. Sloma
                                            President Chief Operating Officer

                                       12

                                     - 22 -
<PAGE>

                                  SCHEDULE 1.2

                                 Trade Payables










                                       13

                                     - 23 -
<PAGE>
                                  SCHEDULE 1.4

                    Contract Other Than Subscriber Agreements










                                       14

                                     - 24 -
<PAGE>

                                  SCHEDULE 1.7

                                    Leases










                                       15

                                     - 25 -
<PAGE>

                                  SCHEDULE 1.10

                                  MCG Equipment









                                       16

                                     - 26 -
<PAGE>

                              NONCOMPETE AGREEMENT

This Agreement is entered into as of March 12, 1997 by Farmland Industries Inc.,
a Kansas corporation ("Farmland"),  and Data Transmission Network Corporation, a
Delaware corporation ("DTN").

                                    RECITALS

         DTN  has  agreed  to  purchase   the  assets  and  business  of  Market
Communications  Group,  L.L.C., a Delaware  limited  liability  company ("MCG")
pursuant  to that  Purchase  and  Restrictive  Covenant  Agreement  of even date
herewith ("Purchase  Agreement").  Farmland is a member of MCG and is willing to
give the  undertakings  contained  herein as an inducement for DTN to enter into
the Purchase Agreement.

         In consideration of the foregoing and the mutual promises and covenants
contained herein, the parties agree as follows:

         1.  Definitions.  Capitalized terms used and not otherwise defined
herein shall have the meanings given such terms in the Purchase Agreement.

         2.  Restrictive Covenant. For a period of three years commencing on the
Effective  Date,  Farmland  agrees that it shall not directly or  indirectly  or
through  an  Affiliate  provide,   anywhere  in  the  Territory,  any  real-time
electronic  information service package which is substantially  similar to MCG's
MarketPulse  or  MarketPRO  Ag Service as  provided on the  Effective  Date (the
"Restrictive  Covenant").  DTN  acknowledges  and agrees that the businesses and
activities  conducted  by Farmland as of the date of this  Agreement  are not in
violation of the provisions of the Restrictive Covenant.

         3.  Enforcement.  Farmland  acknowledges  the  Restrictive  Covenant is
reasonable  and  necessary in order that DTN receive the benefits  intended from
the transaction  contemplated  by the Purchase  Agreement and that any breach of
the Restrictive  Covenant will result in irreparable injury to DTN for which DTN
has no adequate remedy at law. Accordingly, if Farmland breaches the Restrictive
Covenant,  DTN  shall  be  authorized  to  seek  from  any  court  of  competent
jurisdiction  a temporary  restraining  order and/or  preliminary  and permanent
injunctive relief for the duration of the Restrictive Covenant.

         4.  Severability.  If a final judicial  determination  is made that any
provision of the Restrictive  Covenant  constitutes an unreasonable or otherwise
unenforceable  restriction  against  Farmland,  Farmland and DTN agree that such
provision shall be void only to the extent such provision is so determined to be
unreasonable  or  otherwise  unenforceable,  and shall be modified to the extent
required to render the same reasonable and enforceable under the circumstances.

                                       17

                                     - 27 -
<PAGE>

         5.  Miscellaneous. This constitutes the entire agreement of the parties
with  respect to the  subject  matter  hereof and may not be modified or amended
except by written instrument  executed by Farmland and DTN. This Agreement shall
be  binding on the  parties  and their  respective  Affiliates,  associates  and
employees.  This  Agreement  shall  be  governed  by the  laws of the  State  of
Nebraska,  without  reference to conflicts of laws rules.  This Agreement may be
executed in counterparts,  each of which shall be an original and both of which,
taken together, shall constitute a single instrument.

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

                                            FARMLAND INDUSTRIES, INC.

                                            By:
                                               ---------------------------------

                                                                      "Farmland"



                                            DATA TRANSMISSION NETWORK
                                            CORPORATION

                                            By:
                                               ---------------------------------

                                                                           "DTN"
                                       18

                                     - 28 -
<PAGE>

                                  BILL OF SALE
                                  ------------

         Effective  March 12,  1997,  Market  Communications  Group,  L.L.C.,  a
Delaware  limited   liability   company   ("Seller"),   for  good  and  valuable
consideration  paid  to  Seller  by Data  Transmission  Network  Corporation,  a
Delaware corporation  ("Buyer"),  receipt of which is hereby  acknowledged,  and
subject to the terms and  conditions of that Purchase and  Restrictive  Covenant
Agreement  of  even  date  herewith  (the  "Purchase  Agreement"),  does  hereby
irrevocably  sell,  assign,  transfer and deliver to Buyer,  its  successors and
assigns,  the entire right, title and interest of Seller in the Purchase Assets,
as  defined  in  Section  1.10 of the  Purchase  Agreement,  including,  without
limitation,  the tangible assets listed on Exhibit A attached  hereto,  wherever
such Purchased Assets may be located and whether or not reflected on the balance
sheet of Seller.  All capitalized  terms not otherwise defined herein shall have
the meanings assigned to such terms in the Purchase Agreement.

         Seller warrants, covenants and agrees that it:

         (i)  is hereby  conveying  good and  indefeasible  title to the
Purchase Assets, free and clear of all liens, charges, claims,  encumbrances and
equities whatsoever;

         (ii) has  complete  and  unrestricted  power to enter into this Bill of
Sales and to sell,  assign and transfer its right,  title and interest in and to
the Purchase  Assets and such sale,  assignment and transfer do not and will not
require  the consent or approval  of any third  person or  governmental  entity,
except as  provided in the  Purchase  Agreement  or as  otherwise  disclosed  in
writing to Buyer;

         (iii) will  forever  fully  warrant  and defend  Seller's  title to the
Purchased  Assets  against  any and all  claims  and  demands  of any  kind  and
description  (other than claims or demands  created by sanctions or omissions of
Buyer); and

         (iv) will take all steps  necessary  to put Buyer,  its  successors  or
assigns, in actual possession and control of the Purchased Assets.

Seller  agrees that it shall  execute  and  deliver or cause to be executed  and
delivered from time to time such instruments,  documents,  agreements,  consents
and assurances and shall take such other actions as Buyer reasonably may require
to more  effectively  convey,  transfer  and vest in Buyer all right,  title and
interest  in and to the  Purchased  Assets,  to put Buyer in  possession  of the
Purchased Assets, and to carry out the intent and purposes of this instrument.

         This  instrument  shall be binding upon Seller and inure to the benefit
of and be enforceable by Buyer, and their respective successors and assigns.

                                       19

                                     - 29 -
<PAGE>

         IN WITNESS WHEREOF, Seller has caused this instrument to be executed as
of March 12, 1997.

                                      MARKET COMMUNICATIONS GROUP, L.L.C.



                                      By:
                                         ---------------------------------------
                                           Richard H. Weaver
                                           President and CEO

                                                                   "Seller"



                                      ACCEPTED:


                                      DATA TRANSMISSION NETWORK
                                      CORPORATION



                                      By:
                                         ---------------------------------------
                                           Greg T. Sloma
                                           President and Chief Operating Officer

                                                                   "Buyer"
                                       20

                                     - 30 -
<PAGE>

                                    EXHIBIT A

                                 Tangible Assets
                                 ---------------


                                     - 31 -
<PAGE>

               ASSIGNMENT AND ASSUMPTION OF SUBSCRIBER AGREEMENTS
               --------------------------------------------------


         This  Assignment  is  entered  into as of March  12,  1997,  by  Market
Communications Group, L.L.C., a Delaware limited liability company ("Assignor"),
and Data Transmission Network Corporation, a Delaware corporation ("Assignee").

                                    RECITALS
                                    --------

         A.       Assignor and Assignee are parties to that  Purchase and  Re-
strictive  Covenant  Agreement  (the  "Purchase  Agreement")  pursuant  to which
Assignee  has agreed to acquire the assets and  business  as a going  concern of
Assignor.

         B.       Assignor is a party to the subscriber agreements (the "Sub-
criber Agreements") listed on Exhibit A attached hereto.

         C.       As part of the transaction  contemplated  by the Purchase
Agreement,  Assignor desires to assign to Assignee all of Assignor's  rights and
obligations under the Subscriber Agreements.

                                    AGREEMENT
                                    ---------

         In consideration of the foregoing and the mutual promises and covenants
contained herein, Assignor and Assigned agree as follows:

         1.       Assignor  assigns to Assignee all of Assignor's  right,  title
and interest in and  obligations  under the Subscriber agreements.

         2.       Assignee  accepts such  assignment and assumes and agrees to
perform when due all of Assignor's  obligations under the Subscriber  Agreements
which accrue following the date hereof.

         3.       This Assignment may be executed in counterparts, each of which
shall be an original  and both of which,  taken  together,  shall  constitute  a
single instrument.

                                       21

                                     - 32 -
<PAGE>

         IN WITNESS WHEREOF, Assignor and Assignee have cause this Assignment to
be executed as of the date set forth above.

                                      MARKET COMMUNICATIONS GROUP, L.L.C.



                                      By:
                                         ---------------------------------------
                                           Richard H. Weaver
                                           President and CEO

                                                                   "Assignor"

``


                                      DATA TRANSMISSION NETWORK
                                      CORPORATION



                                      By:
                                         ---------------------------------------
                                           Greg T. Sloma
                                           President and Chief Operating Officer

                                                                   "Assignee"

                                       22

                                     - 33 -
<PAGE>

                                    EXHIBIT A

                               List of Subscribers










                                       23

                                     - 34 -
<PAGE>

                     ASSIGNMENT AND ASSUMPTION OF CONTRACTS
                     --------------------------------------



         This  Assignment  is  entered  into as of March  12,  1997,  by  Market
Communications Group, L.L.C., a Delaware limited liability company ("Assignor"),
and Data Transmission Network Corporation, a Delaware corporation ("Assignee").

                                    RECITALS
                                    --------

         A. Assignor and Assignee are parties to that  Purchase and  Restrictive
Covenant  Agreement  (the "Purchase  Agreement")  pursuant to which Assignee has
agreed to acquire the assets and business as a going concern of Assignor.

         B. Assignor is a party to the agreements (the "Contracts") listed
on Exhibit A attached hereto.

         C. As part of the transaction  contemplated  by the Purchase
Agreement,  Assignor desires to assign to Assignee all of Assignor's  rights and
obligations under the Contracts.

                                    AGREEMENT
                                    ---------

         In consideration of the foregoing and the mutual promises and covenants
contained herein, Assignor and Assignee agree as follows:

         1. Assignor assigns to Assignee all of Assignor's right, title
and interest in and obligations under the Contracts.

         2. Assignee  accepts such  assignment and assumes and agrees to pay and
perform when due all of Assignor's  obligations under the Contracts which accrue
following the date hereof.

         3. This Assignment may be executed in counterparts, each of which shall
be an original  and both of which,  taken  together,  shall  constitute a single
instrument.


                                       24

                                     - 35 -
<PAGE>


         IN WITNESS WHEREOF, Assignor and Assignee have cause this Assignment to
be executed as of the date set forth above.

                                      MARKET COMMUNICATIONS GROUP, L.L.C.



                                      By:
                                         ---------------------------------------
                                           Richard H. Weaver
                                           President and CEO

                                                                   "Assignor"



                                      DATA TRANSMISSION NETWORK
                                      CORPORATION



                                      By:
                                         ---------------------------------------
                                           Greg T. Sloma
                                           President and Chief Operating Officer

                                                                   "Assignee"

                                       25

                                     - 36 -
<PAGE>


                                    EXHIBIT A

                                List of Contracts









                                       26

                                     - 37 -
<PAGE>


                                     CONSENT
                                     -------

         The   undersigned   hereby   consents  to  the   assignment  by  Market
Communications  Group,  L.L.C., a Delaware limited liability company ("MCG"), to
Data Transmission  Network  Corporation,  a Delaware  corporation ("DTN") of the
contract  identified below (the  "Contract").  The undersigned  acknowledges the
Contract  is in full  force and  effect and  constitutes  the  legal,  valid and
binding  obligation  of  the  undersigned,  and  that  MCG  is  not  in  default
thereunder.

         Dated as of March 12, 1997.



                                     ------------------------------------------
                                                     Company Name



                                     By
                                       -----------------------------------------
                                                     Signature



Contract:
                  ---------------------------------------------

                  ---------------------------------------------

                                       27

                                     - 38 -
<PAGE>



                    ASSIGNMENT AND ASSUMPTION OF OFFICE LEASE
                    -----------------------------------------



         This  Assignment  is  entered  into as of March  12,  1997,  by  Market
Communications Group, L.L.C., a Delaware limited liability company ("Assignor"),
and Data Transmission Network Corporation, a Delaware corporation ("Assignee").

                                    RECITALS
                                    --------

         A.       Assignor and Assignee are parties to that  Purchase and  Re-
strictive  Covenant  Agreement  (the  "Purchase  Agreement")  pursuant  to which
Assignee  has agreed to acquire the assets and  business  as a going  concern of
Assignor.

         B.       Assignor  maintains  office space at 8610 N.W. 107th Terrace,
Kansas City,  Missouri 64153 (the "Leased  Premises").

The Leased  Premises are subject to a lease (the  "Office  Lease")  between
Farmland  Industries,  Inc. as landlord  ("Landlord")  and Assignor as tenant.

         C.       As part of the transaction  contemplated  by the Purchase
Agreement,  Assignor desires to assign to Assignee all of Assignor's  rights and
obligations under the Contracts.

                                    AGREEMENT
                                    ---------

         In consideration of the foregoing and the mutual promises and covenants
contained herein, Assignor and Assignee agree as follows:

         1.       Assignor assigns to Assignee all of Assignor's right, title
and interest in and obligations under the Office Lease.

         2.       Assignee  accepts such  assignment and assumes and agrees to
pay and perform when due all of  Assignor's  obligations  under the Office Lease
which accrue following the date hereof.

         3.       This Assignment may be executed in counterparts, each of which
shall be an original  and both of which,  taken  together,  shall  constitute  a
single instrument.

                                       28

                                     - 39 -
<PAGE>


         IN WITNESS WHEREOF, Assignor and Assignee have cause this Assignment to
be executed as of the date set forth above.

                                      MARKET COMMUNICATIONS GROUP, L.L.C.



                                      By:
                                         ---------------------------------------
                                           Richard H. Weaver
                                           President and CEO

                                                                   "Assignor"



                                      DATA TRANSMISSION NETWORK
                                      CORPORATION



                                      By:
                                         ---------------------------------------
                                           Greg T. Sloma
                                           President and Chief Operating Officer

                                                                   "Assignee"
                                       29

                                     - 40 -
<PAGE>

                                     CONSENT
                                     -------

         The  undersigned   Landlord   consents  to  the  assignment  by  Market
Communications  Group,  L.L.C., a Delaware limited liability company ("MCG"), to
Data Transmission  Network  Corporation,  a Delaware corporation ("DTN") of that
Office Lease for the premises  located at 8610 N.W. 107th Terrace,  Kansas City,
Missouri 64153 and releases MCG from all duties and obligations under the Office
Lease which accrue following the date hereof. The undersigned  acknowledges that
the Office Lease is in full force and effect and  constitutes  the legal,  valid
and  binding  obligation  of the  undersigned,  and that  MCG is not in  default
thereunder.

         Dated as of March 12, 1997.



                                     Farmland Industries, Inc.



                                      By
                                        ----------------------------------------


                                       30

                                     - 41 -
<PAGE>



                  ASSIGNMENT AND ASSUMPTION OF EQUIPMENT LEASES
                  ---------------------------------------------



         This  Assignment  is  entered  into as of March  12,  1997,  by  Market
Communications Group, L.L.C., a Delaware limited liability company ("Assignor"),
and Data Transmission Network Corporation, a Delaware corporation ("Assignee").

                                    RECITALS
                                    --------

         A.       Assignor and Assignee are parties to that  Purchase and  Re-
strictive  Covenant  Agreement  (the  "Purchase  Agreement")  pursuant  to which
Assignee  has agreed to acquire the assets and  business  as a going  concern of
Assignor.

         B.       Assignor is a party to the equipment leases (the "Equipment
Leases") identified on Exhibit A attached hereto.

         C.       As part of the transaction  contemplated  by the Purchase
Agreement,  Assignor desires to assign to Assignee all of Assignor's  rights and
obligations under the Equipment Leases.

                                    AGREEMENT
                                    ---------

         In consideration of the foregoing and the mutual promises and covenants
contained herein, Assignor and Assignee agree as follows:

1.       Assignor assigns to Assignee all of Assignor's right, title and
         interest in and obligations under the Equipment Leases.

2.       Assignee  accepts  such  assignment  and  assumes and agrees to pay and
         perform  when due all of  Assignor's  obligations  under the  Equipment
         Leases which accrue following the date hereof.

3.       This Assignment may be executed in counterparts, each of which shall be
         an original  and both of which,  taken  together,  shall  constitute  a
         single instrument.


                                       31

                                     - 42 -
<PAGE>



         IN WITNESS WHEREOF, Assignor and Assignee have cause this Assignment to
be executed as of the date set forth above.

                                      MARKET COMMUNICATIONS GROUP, L.L.C.



                                      By:
                                         ---------------------------------------
                                           Richard H. Weaver
                                           President and CEO

                                                                   "Assignor"



                                      DATA TRANSMISSION NETWORK
                                      CORPORATION



                                      By:
                                         ---------------------------------------
                                           Greg T. Sloma
                                           President and Chief Operating Officer

                                                                   "Assignee"

                                       32

                                     - 43 -
<PAGE>

                                    EXHIBIT A
                                    ---------

                                Equipment Leases











                                       33

                                     - 44 -
<PAGE>

                                     CONSENT
                                     -------

         The undersigned  equipment  lessor hereby consents to the assignment by
Market  Communications  Group,  L.L.C.,  a Delaware  limited  liability  company
("MCG"),  to Data  Transmission  Network  Corporation,  a  Delaware  corporation
("DTN") of that Equipment Lease  identified below (the "Equipment  Lease").  The
undersigned  acknowledges  that the Equipment  Lease is in full force and effect
and constitutes the legal, valid and binding obligation of the undersigned,  and
that MCG is not in default thereunder.

         Dated as of March 12, 1997.



                                      ------------------------------------------
                                            Company



                                      By
                                        ----------------------------------------
                                            Signature




Equipment Lease:
                  -----------------------------------

                  -----------------------------------

                                       34

                                     - 45 -
<PAGE>

                         STATEMENT OF UNANIMOUS CONSENT
                           OF THE MANAGEMENT COMMITTEE
                                       OF
                      MARKET COMMUNICATIONS GROUP, L.L.C.
                      ------------------------------------



         The undersigned,  being all the members of the Management  Committee of
Market  Communications  Group, L.L.C., a Delaware limited liability company (the
"Company"),  in lieu of holding a special  meeting of the Management  Committee,
hereby  consent to the adoption of and hereby adopt the  following  resolutions,
effective as of this date, such resolutions to have the same force and effect as
if adopted at a special  meeting of the  Management  Committee  duly  called and
held:

                           BE  IT  RESOLVED,   that  the  Management   Committee
         believes it to be in the best  interests of the Company that the assets
         and  business  as a  going  concern  of the  Company  be  sold  to Data
         Transmission  Network Corporation ("DTN") pursuant to that Purchase and
         Restrictive  Covenant Agreement (the "Purchase  Agreement") between the
         Company and DTN.

                           FURTHER RESOLVED, that the Purchase Agreement and the
         terms thereof and the  transactions  contemplated  thereby are ratified
         and improved in all  respects,  and the Company is  authorized to enter
         into and perform its obligations under the Purchase Agreement.

                           FURTHER  RESOLVED,  that the President of the Company
         is  authorized  and  directed  to  execute  and  deliver  the  Purchase
         Agreement in the name and on behalf of the Company,  with such changes,
         additions or deletions as approved by the  Management  Committee,  such
         approval  being  conclusively  evidenced by the  President's  signature
         thereto.

                           FURTHER  RESOLVED,  that the President of the Company
         is  authorized  and  directed  to  execute  and  deliver  such  further
         agreements,  certificates and documents and to take such other actions,
         in the name and on  behalf of the  company,  as he deems  necessary  or
         appropriate to carry out the Company's  obligations  under the Purchase
         Agreement,  to consummate the transactions  contemplated thereby and to
         carry out the purpose and intent of the foregoing resolutions.

                           FURTHER  RESOLVED,  that the President of the Company
         is authorized and directed to engage and consult with such accountants,
         legal counsel and other advisers as he deems  appropriate in connection
         with the actions to be taken under the foregoing resolutions.

                           FURTHER RESOLVED, that any and all actions heretofore
         or hereafter  taken by the President of the company in  furtherance  of
         the transactions contemplated by the foregoing resolutions are ratified
         and approved in all respects.

Dated :  March 12, 1997.

For Reuters America Inc.                          For Farmland Industries, Inc.



----------------------------                      ------------------------------
         Sara Dunn                                         H. D. Cleberg

----------------------------                      ------------------------------
         Jeffrey Maron                                     John Berardi

----------------------------                      ------------------------------
         Howard Naphtali                                   Kent Nunn

                                       35

                                     - 46 -