ASSET PURCHASE AGREEMENT
                            ------------------------


         THIS ASSET PURCHASE  AGREEMENT  ("Agreement")  is made July     , 1997,
among THE COTTON COMMUNICATION NETWORK, INC., a Texas corporation, also known as
The  Network   ("Seller"),   DANIEL  DAVIS,   majority   shareholder  of  Seller
("Shareholder"),   and  DATA  TRANSMISSION  NETWORK   CORPORATION,   a  Delaware
corporation ("Purchaser").

                                R E C I T A L S:

         A.  Purchaser  owns and operates a satellite  information  transmission
system  (the "DTN  System")  that  provides  its  subscribers  with  access  via
electronic  transmission  to various types of  information  services.  Purchaser
offers certain information services which provide futures and options quotations
from the major commodity  exchanges,  including the cotton  exchange.  Purchaser
also offers other information  services serving the agriculture industry as well
as other industries.

         B. Seller  operates a cotton trading  network  service (the  "Service")
pursuant to which Seller  delivers  information  to end users via the DTN System
(as optional services on certain of Purchaser's information services),  provides
such end users with  computer  programs  to  process  the  information  on their
personal  computers,  and  allows  such end users to  communicate  trades  via a
phone-line based transmission  system.  Seller has approximately fifty customers
who  subscribe  to the  Service.  Seller also  develops,  markets,  distributes,
licenses,  maintains,  and  supports  other  systems and  applications  computer
programs.  Seller's  various lines of business are  collectively  referred to in
this Agreement as the "Business".

         C. Seller and Purchaser  desire to enter into this Agreement  providing
for the sale to Purchaser of certain of the assets used in the  operation of the
Business and  assumption  by Purchaser  of certain  liabilities  relating to the
Business on the terms and  conditions and subject to the exceptions set forth in
this Agreement.

         In  consideration  of the recitals and provisions  herein,  the parties
agree as follows:

         1.      Assets To Be Purchased.  Seller agrees to sell and Purchaser
agrees to purchase the Business and all of the Assets.  The term "Assets" means,
except for the  Excluded  Assets (as  defined at the end of this  Section 1), if
any, all of the assets of Seller of every nature and kind,  whether  tangible or
intangible,  and  wherever  situated,  belonging  to or  used  in the  Business,
including without limitation all of the following:

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         (a)      The Business and goodwill as a going concern of Seller arising
                  out of the Business  including  the right to use the name "The
                  Network".

         (b)      The  assets  (other  than cash and  equivalents,  investments,
                  notes  and  accounts  receivable,  prepaid  expenses,  and tax
                  refunds)  listed on the balance  sheet of Seller as of May 31,
                  1997 included in Schedule 9.4,  including  without  limitation
                  the  furniture,   fixtures,  equipment,   supplies,  leasehold
                  improvements,  computer hardware and other fixed assets listed
                  on Schedule  1(b) attached  hereto,  subject to any changes in
                  the  assets  which  may  occur in the  ordinary  course of the
                  Business between May 31, 1997 and the Closing Date.

         (c)      All rights of Seller under  contracts,  leases and  agreements
                  relating to the Business,  whether written or oral,  including
                  without   limitation   those  listed  on  Schedule  1(c),  but
                  excluding those (if any) which are Excluded Assets.

         (d)      All trade names,  trademarks,  service marks, patents,  patent
                  rights,  copyrights, and all applications for or registrations
                  thereof,  together with the right to sue for past infringement
                  thereof,  all inventions or discoveries  whether patentable or
                  unpatentable, and all other proprietary rights belonging to or
                  used  in the  Business,  including  without  limitation  those
                  listed on Schedule 1(d).

         (e)      All computer software  programs and associated  documentation,
                  whether owned or licensed,  used by Seller in the operation of
                  the Business,  including  without  limitation  those listed on
                  Schedule 1(e).

         (f)      All licenses, permits, approvals, qualifications, certificates
                  or the like  issued or to be  issued  or held by  Seller  with
                  respect to the Business,  including  without  limitation those
                  listed on Schedule 1(f).

         (g)      All of Seller's assignable  insurance policies relating to the
                  Business or the Assets being acquired by Purchaser pursuant to
                  this  Agreement,  including  all  rights of Seller  under such
                  insurance policies as are listed on Schedule 1(g).

         (h)      All warranties  held by Seller with respect to the Assets to
                  the extent that such  warranties are assignable.

         (i)      All of Seller's  know-how, trade  secrets and other technology
                  or  procedures  relating to the conduct of the Business.

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         (j)      All of Seller's  customer lists,  vendor lists,  and books and
                  records of every nature and kind of or used in the Business.

         (k)      All telephone and facsimile numbers,  including "800" numbers,
                  and  post  office  boxes,  of or  used  in  the  Business,  as
                  described on Schedule 1(k).

The term  "Excluded  Assets" as used herein means those current assets of Seller
excluded in Section 1(b) and those  contracts,  leases and  agreements,  if any,
which relate to the Business and (i) have not been listed as Assumed Liabilities
on Schedule 3.1 and (ii) after Purchaser becomes aware of such non-listed assets
Purchaser declines to accept them.

         2.       Purchase Price and Payment.  The purchase  price payable by
Purchaser for the Assets,  subject to the  provisions of Section 5, shall be One
Million Dollars ($1,000,000) (the "Purchase Price"), payable without interest as
follows:

         (a)      Forty Thousand Dollars ($40,000) shall be paid to Seller at
                  Closing.

         (b)      Four monthly payments of Forty Thousand Dollars ($40,000) each
                  shall be paid to Seller commencing one month after the Closing
                  Date and continuing on the same day of each month for the next
                  three consecutive months thereafter.

         (c)      Four payments of Two Hundred Thousand Dollars  ($200,000) each
                  shall be paid to Seller  commencing on the second  anniversary
                  date of the Closing  Date and  continuing  on each of the next
                  three consecutive anniversary dates thereafter.

         3.       Assumption of Liabilities.

                  3.1  Assumed  Liabilities.  At  the  Closing  Purchaser  shall
assume,  agree to perform,  and  discharge  when due only those  obligations  of
Seller  arising out of the contracts,  leases and agreements  listed on Schedule
3.1 with respect to the period from and after the Closing Date.

                  3.2  Excluded  Liabilities.  Seller and  Purchaser  agree that
Purchaser does not agree to assume and shall have no  responsibility  for any of
the  debts,  obligations  or  liabilities  of  Seller  other  than  the  Assumed
Liabilities  (the  "Excluded  Liabilities"),  all of which shall remain the sole
responsibility of and shall be paid and discharged by Seller as they become due.
The Excluded Liabilities include without limitation all of the following:

         (a)      Any tax liability or tax obligation of Seller,  its directors,
                  officers,  shareholders  and  agents  which has been or may be
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                  asserted by any taxing authority, including without limitation
                  any  such  liability  or  obligation  arising  out  of  or  in
                  connection   with   this   Agreement   or   the   transactions
                  contemplated hereby.

         (b)      Any liability or obligation of Seller  whether  incurred prior
                  to, at or  subsequent  to the Closing Date for any amounts due
                  or which may  become due to any person or entity who is or has
                  been a holder of any debt or equity security of Seller.

         (c)      Any trade  account  payable  or note  payable of Seller or any
                  contract obligation of Seller (other than those referred to in
                  Section 3.1) whether  incurred  prior to, at or  subsequent to
                  the Closing Date.

         (d)      Any  liability or  obligation  arising out of any  litigation,
                  suit, proceeding, action, claim or investigation, at law or in
                  equity or in arbitration, related to Seller's operation of the
                  Business prior to the Closing Date.

         (e)      Any  claim,   liability  or  obligation,   known  or  unknown,
                  contingent  or  otherwise,  the existence of which is a breach
                  of, or  inconsistent  with,  any  representation,  warranty or
                  covenant of Seller set forth in this Agreement.

         (f)      Any  liability or  obligation  specifically  stated in this
                  Agreement or the  Schedules hereto as not to be assumed by
                  Purchaser.

4.                Allocation of Purchase Price.  The Purchase Price shall be al-
located among the Assets and the Seller/Shareholder Non-Competition Agreement in
the manner  described on Schedule 4. Seller and  Purchaser  each agree that they
will not take a  position  on any  income tax  return,  before any  governmental
agency  charged  with the  collection  of any  income  tax,  or in any  judicial
proceeding which is in any way inconsistent  with the provisions of this Section
4.

         5.      Option of  Purchaser  to Unwind  Agreement.  At  anytime  after
the  Closing,   Purchaser  may  notify  (the  "Notice")  Seller  in  writing  of
Purchaser's  election to terminate  this  Agreement  and unwind the  acquisition
contemplated  by this  Agreement,  in which case the  obligations of the parties
under all provisions of this  Agreement  (other than this Section) and under the
Seller/  Shareholder  Non-Competition  Agreement and the Shareholder  Consulting
Agreement shall cease. If the Notice is given, then the obligations of Purchaser
to pay the remainder of the Purchase Price to Seller shall cease;  provided that
Seller shall  retain that portion of the Purchase  Price paid to Seller prior to
the  Notice.  Seller may, at its option,  reacquire  from  Purchaser  any of the
Assets then held by Purchaser plus those  improvements or  enhancements  made by
Purchaser

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to the  computer  software  listed on Schedule  1(e) which are used by Purchaser
solely  in  connection  with  the  cotton  trading  network.   For  purposes  of
illustration  and not by way of limitation,  such  improvements and enhancements
shall not include any computer  software  possessed  by  Purchaser  prior to the
Closing or any computer  software  used by  Purchaser  in  providing  any of its
information  services other than its cotton trading network service,  even if it
also is used in providing such cotton trading network service. The consideration
to be given by Seller to Purchaser  shall be the  assumption  by Seller of those
obligations  of Purchaser  arising out of the  contracts,  leases and agreements
listed on Schedule 3.1 and those additional  contracts entered into by Purchaser
with customers to receive the cotton trading network service with respect to the
period from and after the date of such reacquisition.  In addition,  Seller may,
at its option,  acquire from Purchaser any additional computer hardware which is
acquired by  Purchaser  after the date of this  Agreement  and used by Purchaser
solely in providing  the cotton  trading  network  service,  for a cash purchase
price equivalent to Purchaser's net book value of the hardware (as determined by
Purchaser in the preparation of its financial  statements) as of the last day of
the  calendar  quarter  immediately  preceding  the  date  of  the  Notice.  The
reacquisition and purchase by Seller as contemplated by this Section shall occur
at the option of Seller within thirty (30) days after the date of the Notice and
Seller  shall be  responsible  for the sales  taxes,  if any,  arising from such
transaction.  If such  reacquisition or purchase occurs,  such property is to be
reacquired by and sold to Seller "AS IS" and Seller  assumes the  responsibility
and risks of all defects and  conditions  relating to such  property.  Purchaser
makes  no  representation   and  assumes  no  liability  for  the  condition  or
completeness  of such  property  (including  but  not  limited  to the  computer
software and any  improvements or  enhancements  thereto) and Seller assumes all
risk in  connection  with  the use  thereof,  and  releases  Purchaser  from any
liability in  connection  with the use thereof by Seller or by any other person.
If the Notice is given,  then  Purchaser  agrees  that for a period of three (3)
years  after the date of the Notice it will not offer on the DTN System a cotton
trading  network  service  in direct  competition  with the  Service;  provided,
however,  such restriction shall not preclude Purchaser from continuing to offer
during such three-year period those information services offered by Purchaser on
the date of this Agreement.


         6.       Information  and  Access.  Seller  shall  allow  Purchaser and
its  representatives  full access to all of Seller's  books and records,  files,
contracts,  documents,  facilities,  attorneys and accountants pertaining to the
Business and Assets for purposes of  Purchaser's  due diligence  review.  Seller
shall  furnish  to  Purchaser  such  financial  and  operating  data  and  other
information  concerning  the  Business and Assets as  Purchaser  may  reasonably
request.
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         7.       Related Transactions.

                  7.1  Seller/Shareholder  Non-Competition  Agreements.  At  the
Closing,  Seller  and  Shareholder  shall  execute  and  deliver a five (5) year
Confidentiality  and  Non-Competition   Agreement  in  the  form  of  Exhibit  A
("Seller/Shareholder Non-Competition Agreement").

                  7.2      Shareholder  Consulting  Agreement.  At the Closing,
Shareholder  and Purchaser  shall execute and deliver a Consulting  Agreement in
the form of Exhibit B ("Shareholder Consulting Agreement").

                  7.3      Employees of the Business.

         (a)      Prior to the  Closing  Date  Seller  shall  send a letter  of
                  termination   (in  form  and  timing  approved  by  Purchaser)
                  effective  as of the  Closing  Date  to all  employees  of the
                  Business  who will no longer be employed  by Seller  following
                  the Closing.  Seller shall be solely responsible for and shall
                  pay at Closing or as soon  thereafter  as required by law, all
                  salaries, bonuses,  commissions,  vacation pay, severance pay,
                  sick  leave,  profit-sharing  plan  contributions,  health and
                  accident insurance,  pension benefits,  and all other employee
                  benefits of any kind accruing in favor of the employees of the
                  Business,  and any payroll  taxes owing  thereon,  through the
                  termination of their  employment with Seller.  If requested by
                  Purchaser,  Seller will take such  actions as may be necessary
                  to transfer to Purchaser  Seller's  unemployment  compensation
                  insurance  experience accounts relating solely to the Business
                  as of the Closing Date.

         (b)      Purchaser  may,  but is not  obligated  to, offer to employ as
                  Purchaser's   own  employees  any  of  the  persons   actively
                  participating  in  the  Business  on  the  Closing  Date.  All
                  employees accepting  employment under the employment terms and
                  conditions offered by Purchaser, if any, shall be eligible, as
                  other similarly  situated new employees of Purchaser would be,
                  for those employee benefit plans which Purchaser has in effect
                  for  its  similarly  situated  existing  employees  as of  the
                  Closing Date.

                  7.4  Continued   Relationships   With   Clients.   Seller  and
Shareholder shall cooperate with Purchaser on communications with clients of the
Business  prior to the Closing.  Seller  understands  that Purchaser will expect
satisfactory  assurances as to the continued level of business to be anticipated
from clients of the Business from and after the Closing.

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         8.       Closing.

                  8.1 Date and Place.  The  closing  under this  Agreement  (the
"Closing")   shall   take   place  on  or  before   ______________,   1997,   at
________________________________________  or at such other place and time as may
be mutually  agreed upon by the parties.  The actual date of Closing is referred
to in this Agreement as the "Closing Date".

                  8.2   Deliveries  by  Seller  and   Shareholder.   Seller  and
Shareholder  shall deliver to Purchaser at the Closing the  following  items and
documents,  executed as appropriate by Seller and Shareholder: (a) possession of
all of the Assets; (b) such bills of sale and other instruments of transfer,  in
form  satisfactory  to Purchaser,  as are required or  appropriate  to convey to
Purchaser good and marketable title to the Assets,  free and clear of all liens,
encumbrances,  claims  and  restrictions  of any  nature;  (c)  the  Shareholder
Consulting Agreement; (d) the Seller/Shareholder  Non-Competition Agreement; (e)
all third party consents  necessary for Seller and Shareholder to consummate the
transactions  contemplated  by this  Agreement;  (f)  such  other  documents  as
Purchaser may  reasonably  request in order to show that Seller and  Shareholder
have fulfilled all of their other obligations  required under this Agreement for
the  Closing  to  occur;  and (g) a  certified  copy of the  resolutions  of the
shareholders and Board of Directors of the Seller  authorizing the execution and
delivery of this Agreement by Seller and the  consummation  of the  transactions
contemplated by this Agreement.

                  8.3 Deliveries by Purchaser. Purchaser shall deliver to Seller
and Shareholder at the Closing the following documents,  executed as appropriate
by Purchaser:  (a) the portion of the Purchase Price  specified in Section 2(a);
(b) the Shareholder Consulting Agreement; (c) all third party consents necessary
for Purchaser to consummate the transactions contemplated by this Agreement; (d)
such other documents as Seller and  Shareholder may reasonably  request in order
to show that Purchaser has fulfilled all of its other obligations required under
this  Agreement  for the  Closing  to  occur;  and (e) a  certified  copy of the
resolutions  of the Board of Directors of the Purchaser  approving the execution
and  delivery  of  this  Agreement  by  Purchaser  and the  consummation  of the
transactions contemplated by this Agreement.

         9.       Representations and Warranties  of  Seller  and  Shareholder.
Seller and  Shareholder  hereby  jointly and  severally  represent,  warrant and
covenant to and with Purchaser,  as of the date of this Agreement and also as of
the Closing Date, as follows:

                  9.1  Organization.  Seller is a  corporation  duly  organized,
validly  existing  and in good  standing  under  the laws of the State of Texas.
Seller has all requisite  corporate power and authority to own its assets and to
carry on the Business as now conducted.  Seller is duly licensed or qualified to
do  business  as  a  foreign   corporation  and  is  in  good  standing  in  all

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jurisdictions in which it is required to be so licensed or qualified in order to
conduct the Business as presently conducted.

                  9.2  Authorization.  Seller has the requisite  corporate power
and authority to execute,  deliver and perform this Agreement in accordance with
its terms.  The execution,  delivery and performance of this Agreement by Seller
have  been  duly  authorized  by  all  necessary  corporate  action  and  do not
contravene  or  constitute  a default  under any  provision  of the  Articles of
Incorporation  or Bylaws  of  Seller.  This  Agreement  has been,  and the other
agreements,  documents  and  instruments  required to be  delivered by Seller in
accordance with the provisions hereof, will be duly executed and delivered on or
before Closing by Seller through its duly  authorized  officers.  This Agreement
constitutes, and the other agreements,  documents and instruments required to be
delivered by Seller or Shareholder  (or both) in accordance  with the provisions
of this Agreement when executed and delivered by Seller or Shareholder (or both)
will  constitute,   the  legal,  valid  and  binding  obligation  of  Seller  or
Shareholder  (or both),  enforceable  against Seller or Shareholder (or both) in
accordance with its and their terms.

                  9.3 No Violation. The execution and delivery of this Agreement
does not, and the performance of the transactions  contemplated hereby by Seller
and  Shareholder  will  not,  (i)  create,  permit  or result at any time in the
creation or imposition of any lien,  encumbrance,  claim or charge of any nature
whatsoever with respect to the Assets; (ii) violate or conflict at any time with
any  provision  of  Seller's  Articles  of  Incorporation  or  Bylaws  or of any
agreement  to  which  Seller  or  Shareholder  is a party  or by  which  Seller,
Shareholder  or  any of  the  Assets  is  bound;  and  (iii)  violate  any  law,
regulation,  rule,  or order of any court or  governmental  authority  affecting
Seller, Shareholder, the Business or the Assets.

                  9.4  Financial  Statements.  Attached as Schedule 9.4 are true
and correct copies of (a) Seller's  unaudited detailed income statements for the
Business for the fiscal years ending December 31, 1993, 1994, 1995, and 1996 and
for the  five  month  period  ended  May  31,  1997,  respectively,  and (b) the
unaudited  balance sheets of Seller as of December 31, 1993, 1994, 1995 and 1996
and as of May 31, 1997 (collectively, the "Financial Statements"). The Financial
Statements have been prepared in accordance with generally  accepted  accounting
principals  consistently  applied  except for the omission of footnotes [and any
other  exceptions]  and  fairly  present  the  financial  condition,  assets and
liabilities,  and results of operations of the Business as of such dates and for
such  periods.  All  liabilities  or  obligations  (whether  absolute,  accrued,
contingent or  otherwise)  of the Business as of the date of this  Agreement are
fully  reflected  or  reserved  against in such  balance  sheet,  except for the
additional  liabilities or obligations of the Business  accruing in the ordinary
course of the Business since the date of such balance sheet  consistent with the
representations, warranties and covenants herein.

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                  9.5 Title to Assets.  Seller has good and marketable  title to
and the right to convey the Assets to Purchaser.  There are not  presently  any,
and at Closing there will be no, liens, encumbrances,  claims or restrictions of
any kind against any of the Assets. No person or entity other than Seller has or
claims any right, title or interest in and to any of the Assets or the Business.
None of the Assets are leased or being  purchased on  installment or conditional
sale contract, except as described on Schedule 9.5.

                  9.6      Necessary  Consents.  Except as  disclosed  on
Schedule  9.6,  there are no  consents  of third  parties  or  approvals  of any
governmental authority required to be obtained by Seller or Shareholder in order
to consummate the transactions contemplated by this Agreement.

                  9.7 Litigation. Except as disclosed on Schedule 9.7, there are
no  legal,   administrative,   governmental,   arbitration   or  other  actions,
proceedings  or  investigations  pending  or, to the  knowledge  of  Seller  and
Shareholder,  threatened against Seller or Shareholder which would affect in any
respect the Assets or the Business or the ability of Seller and  Shareholder  to
consummate the transactions contemplated by this Agreement.

                  9.8 Taxes.  Seller has duly and timely paid all taxes required
to be paid,  and has duly and timely  filed all  returns/reports  required to be
filed, with respect to the Business under applicable  federal,  state, local and
other laws and regulations. Seller will duly and timely pay all taxes owing, and
file all returns/reports  required,  with respect to the Business for any period
ending on or before the Closing Date.
There are no unpaid federal, state or local income, sales, payroll, property or
other taxes of any kind which could  constitute a claim,  charge or lien against
the Assets or the Business.

                  9.9 Employees and Sales  Representatives;  Employee  Benefits.
Seller has furnished to Purchaser a true and correct list of the names, ages and
titles of all employees of Seller who work in the Business (whether full or part
time),  together with the annual rate of compensation  (including bonuses) being
paid to each  such  employee  and the  benefits  (including  without  limitation
accrued vacation pay, sick pay, and severance pay) payable to each such employee
upon or with respect to their termination of employment with Seller effective as
of the Closing Date.  Seller has also  furnished to Purchaser a true and correct
list of the names, ages and titles of all non-employee sales  representatives or
agents  of  Seller  who  work for the  Business,  together  with the  applicable
commissions  or  consulting  fee rates with  respect to each such person and the
respective  commissions  or  consulting  fees earned by each such person for the
last fiscal year of the Seller.  Schedule 9.9  contains a complete  list of each
benefit plan or  arrangement,  whether formal or informal and whether binding or

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not,  maintained  or  contributed  to by Seller  for the  benefit  of any of the
employees or non-employee sales representatives or agents of the Business.

                  9.10 Contracts  With Clients and Suppliers.  Seller has listed
on Schedule  9.10 all of Seller's  contracts  (oral or written) with clients and
suppliers of the Business;  Seller has no other contracts (oral or written) with
clients and suppliers of the Business.  Seller has delivered to Purchaser  true,
correct and complete copies of all written  contracts  relating to the Business,
and  written  summaries  of the  terms of all  oral  contracts  relating  to the
Business,  and all of such  contracts are presently in full force and effect and
are  assignable.  Seller  has not  received  any  notices  from any  clients  or
suppliers of the Business  that  indicate  that they intend to terminate  any of
such contracts and, except as reflected in the copies  delivered to Purchaser or
on Schedule 9.10,  such contracts have not been amended and Seller and the other
parties to such contracts are not in default in any material  respect under such
contracts.  Seller has not been apprised and does not currently  believe or have
reason to  believe  that any of the  clients of the  Business  plan to cancel or
reduce the volume under any client contracts.

                  9.11 Other  Contracts.  Schedule 9.11 contains a complete list
of all of Seller's  contracts  (oral and written)  relating to the Business,  if
any,  other than the  contracts  with clients and  suppliers  listed on Schedule
9.10. Seller has delivered to Purchaser true, correct and complete copies of all
such other written  contracts  relating to the Business and written summaries of
the terms of all such other oral contracts relating to the Business,  and all of
such contracts are presently in full force and effect and are  assignable,  and,
except as  reflected in the copies  delivered to Purchaser or on Schedule  9.11,
such  contracts  have not been amended and Seller and the other  parties to such
contracts are not in default in any material respect under such contracts.

                  9.12 Fixed  Assets.  Attached as  Schedule  9.12 is a true and
correct list of all furniture, equipment, leasehold improvements and other fixed
assets  of or  used in the  Business.  All of such  Assets  are in good  working
condition  with no  known  material  defects  and  shall be  maintained  in such
condition pending Closing.

                  9.13 Bulk Sales. Seller has taken any and all actions required
under the bulk sales laws of the State of Texas with respect to the transactions
contemplated  by this  Agreement  and will  satisfy on or before the Closing (or
make  arrangements  satisfactory to Purchaser in its sole discretion to satisfy)
all creditor claims, excluding Assumed Liabilities.

                  9.14  Insurance.  Seller shall  maintain in effect through the
Closing  Date  all  policies  of fire,  casualty,  public  liability,  workmen's
compensation and errors and omissions insurance presently in effect with respect
to the Business and the Assets.

                                       10

                                     - 56 -
<PAGE>

                  9.15     Necessary  Assets.  Except for any Excluded Assets,
the Assets  include all property and rights  reasonably  required to operate the
Business in the manner the Business is presently  operated by Seller. All of the
Assets are located at the Business in Lubbock, Texas.

                  9.16 Patents, Copyrights, Trademarks and Trade Names. Schedule
9.16 contains an accurate and complete  description  of all domestic and foreign
patents,  copyrights,  trademarks,  service  marks,  trademark  and service mark
registrations, logos, corporate names, trade names, assumed or fictitious names,
copyrights  and copyright  registrations,  and all  applications  for any of the
above,  (collectively,  "Intellectual  Property"),  presently  owned  or held by
Seller,  or under which Seller owns or holds any license,  and which are used in
the operation of the Business. Except with respect to the patents referred to in
Section 14.1(d),  to the best knowledge of Seller and  Shareholder,  neither the
Service nor any  Intellectual  Property  used in the  operation  of the Business
infringes on any patents,  trademarks,  service marks, copyrights,  or any other
rights,  of any person or entity.  Seller is the sole owner of, has the sole and
exclusive right to use (without  payment of any license fee,  royalty or similar
charge),  and has the full  right  and power to sell,  has taken all  reasonable
measures to maintain and protect, the Intellectual  Property, and has granted no
licenses  or other  rights to  utilize  the  Intellectual  Property  (except  as
provided  in the  contracts  listed on Schedule  9.10);  and no claims have been
asserted  by  any  person  to  the  use of any  such  Intellectual  Property  or
questioning the validity or effectiveness of any such license,  and, to the best
knowledge  of  Seller  and  Shareholder,  there is no valid  basis  for any such
claims.

                  9.17  Compliance  With  Applicable  Laws.  In  respect  to its
ownership  of the Assets and  operation of the  Business,  Seller has not in the
past been in  violation  of and is not  presently  in  violation in any material
respect of any applicable law, rule, regulation,  order,  ordinance, or judgment
of any governmental authority  (collectively,  "laws").  Seller has not received
notification  of any claimed  present or past failure of Seller to comply in any
material respect with any of such laws.

                  9.18     No  Subsidiaries.  Seller does not own any shares of
any corporation or any ownership or other investment interest, either of record,
beneficially or equitably,  in any  association,  partnership,  joint venture or
other legal entity.

         10.      Representations  and  Warranties by Purchaser.  Purchaser
represents, warrants and covenants to and with Seller as follows:

                  10.1 Organization.  Purchaser is a corporation duly organized,
validly  existing and in good standing  under the laws of the State of Delaware.
Purchaser has all requisite  corporate power and authority to own its assets and
to carry on its business as now conducted.

                                       11

                                     - 57 -
<PAGE>
                  10.2  Authorization.  Purchaser  has the  requisite  corporate
power and  authority  to  execute,  deliver  and  perform  this  Agreement.  The
execution,  delivery and  performance  of this  Agreement by Purchaser have been
duly authorized by all necessary  corporate action. This Agreement has been, and
the other  agreements,  documents  and  instruments  required to be delivered by
Purchaser in accordance with this Agreement will be, duly executed and delivered
by  Purchaser  through  its  duly  authorized   officers,   and  this  Agreement
constitutes,  and the other agreements,  documents and instruments when executed
and  delivered  will  constitute,  the legal,  valid and binding  obligation  of
Purchaser, enforceable against Purchaser in accordance with its and their terms.

                  10.3  No  Violation.   The  execution  and  delivery  of  this
Agreement does not, and the performance of the transactions  contemplated hereby
by Purchaser will not, (i) violate or conflict at any time with any provision of
Purchaser's  Articles of  Incorporation  or Bylaws or of any  agreement to which
Purchaser is a party or by which  Purchaser is bound;  and (ii) violate any law,
regulation,  rule,  or order of any court or  governmental  authority  affecting
Purchaser.

                  10.4     Necessary  Consents.  There  are no  consents  of
third parties or approvals of any governmental authority required to be obtained
by  Purchaser  in order to  consummate  the  transactions  contemplated  by this
Agreement.

                  10.5   Litigation.   There  are  no   legal,   administrative,
governmental,  arbitration  or  other  actions,  proceedings  or  investigations
pending or, to the knowledge of Purchaser,  threatened  against  Purchaser which
would  affect  in any  respect  the  ability  of  Purchaser  to  consummate  the
transactions contemplated by this Agreement.

         11.      Conditions to Closing.

                  11.1     Conditions to  Purchaser's  Obligations.  Purchaser's
obligations  under this  Agreement  are expressly  conditioned  upon each of the
following:  (a) All of  Seller's  representations  and  warranties  set forth in
Section 9 shall be true and correct as of the Closing Date.

         (b)      Seller and Shareholder  shall have taken all actions  required
                  of them under this Agreement and delivered to Purchaser all of
                  the closing items set forth in Section 8.2 of this Agreement.

         (c)      There shall have been no damage,  destruction or loss to or of
                  the Assets,  whether or not insured,  other than ordinary wear
                  and tear and use in the ordinary  course of business,  between
                  the date of this Agreement and the Closing.

                                     12

                                     - 58 -
<PAGE>

         (d)      Purchaser shall be satisfied in all respects,  in its sole
                  judgment,  with its business, legal, accounting, tax and
                  financial review of the Assets and Business;

         (e)      Purchaser shall obtain, upon terms and conditions satisfactory
                  to Purchaser in its sole judgment,  an agreement with EWR Inc.
                  providing for Purchaser's  access to, use of and interactivity
                  with  (including  but not  limited to the right and ability of
                  Purchaser to download) the  information  and  applications  of
                  EWR's electronic warehouse receipt system.

         (f)      Purchaser  shall  have  obtained,  or  satisfied   itself that
                  it  will  obtain  upon  satisfactory  terms  and  costs,  such
                  permits,  licenses  or  other  rights  (in  addition  to those
                  included in the Assets and however  denominated)  which may be
                  necessary,  in  Purchaser's  sole and absolute  judgement,  to
                  enable  Purchaser  to  develop  and  operate a cotton  trading
                  network in the manner  contemplated by Purchaser  (which is to
                  exceed the scope of the Service offered by Seller) and without
                  infringing  on  any  patents,   trademarks,   service   marks,
                  copyrights,   or   proprietary   rights  of   others.   Seller
                  acknowledges  that the Assets and Business may be of no use to
                  Purchaser  unless certain  conditions  precedent to developing
                  such cotton trading network exist.

         (g)      This  Agreement  and the  transactions  contemplated  hereby
                  shall  have  been  approved  by  the  Board  of  Directors  of
                  Purchaser.

                  11.2     Conditions  to  Seller's  and  Shareholder's
Obligations.  Seller's and  Shareholder's  obligations  under this Agreement are
expressly conditioned upon each of the following:

         (a)      All of the  representations  and  warranties  of  Purchaser
                  set forth in Section 10 are true and correct as of the Closing
                  Date; and

         (b)      Purchaser  shall have taken all  actions  required of it under
                  this Agreement and delivered to Seller and  Shareholder all of
                  the closing items set forth in Section 8.3 of this Agreement.

         12.      Conduct of Business.  Until the Closing, Seller (a) will carry
on the Business in the ordinary course; (b) will not buy, sell or dispose of any
Assets  except in the  ordinary  course of the  Business;  (c) will use its best
efforts to preserve its existing relations with its clients, employees,

                                       13

                                     - 59 -
<PAGE>

suppliers and others; (d) will not increase the compensation and benefits of any
of its  employees  without  Purchaser's  approval;  (e) will not enter into,  or
terminate, any material contracts without Purchaser's consent; and (f) will take
no actions,  or fail to take any actions,  which would cause its representations
and warranties in this Agreement to become untrue as of the Closing Date.

         13.      Broker.  Each party warrants to the other that it has not used
a broker or finding agent in connection with this  transaction and will hold the
other  party  harmless  from any claim made by any person or entity  claiming to
have been employed by such party as a broker or finding agent in connection with
the transactions contemplated by this Agreement.

         14.      Indemnification.

                  14.1  Indemnification  Obligation  of Seller and  Shareholder.
Seller and  Shareholder,  jointly and severally,  shall indemnify  Purchaser and
hold  Purchaser  harmless  from  and  against  any  and  all  liability,   loss,
litigation,  expense or claim (including  reasonable  attorney fees) arising out
of, resulting from, relating to, in the nature of or caused by:

         (a)      Any  breach  of  any  representation,  warranty,  covenant  or
                  agreement made by Seller and/or  Shareholder in this Agreement
                  or in any  agreement,  statement,  certificate,  instrument or
                  other  document  furnished  or delivered or to be furnished or
                  delivered to Purchaser  pursuant  hereto or in connection with
                  the transactions contemplated by this Agreement;

         (b)       The  ownership or  operation  of the Assets or the  Business
                   prior to the Closing Date (except to the extent included in
                   the Assumed Liabilities);

         (c)       The Excluded Liabilities; and


         (d)       Any  infringement or claim of  infringement  (notice of which
                   is given to Seller  within five years  after the  Closing) of
                   either  United  States   Patents  Nos.   5063507  or  5285383
                   registered to Plains Cotton  Cooperative  Association  by any
                   portion  of the  Service  or the Assets as used in the cotton
                   trading  network  developed by  Purchaser,  but excluding any
                   infringement  to the  extent  caused by the  modification  or
                   enhancement  of the Service or the Assets by Purchaser (as an
                   example of such exclusion,  if the  infringement is caused by
                   Purchaser   combining  the  Service  with  the  providing  of
                   electronic warehouse receipt processing);  provided, however,

                                       14

                                     - 60 -
<PAGE>

                   the cumulative  liability of Seller and Shareholder  pursuant
                   to the indemnification  obligations under this subsection (d)
                   alone shall not exceed the amount of the  Purchase  Price or,
                   in the case the Notice is given pursuant to Section 5 hereof,
                   the portion of the Purchase  Price paid or payable under this
                   Agreement.

                  14.2 Indemnification Obligation of Purchaser.  Purchaser shall
indemnify  Seller and Shareholder and hold Seller and Shareholder  harmless from
and against any and all liability, loss, litigation, expense or claim (including
reasonable  attorney fees) arising out of,  resulting from,  relating to, in the
nature of or caused by:

         (a)      Any  breach  of  any  representation,  warranty,  covenant  or
                  agreement  made  by  Purchaser  in  this  Agreement  or in any
                  statement,  certificate,  instrument or other document or item
                  furnished  or  delivered  or to be  furnished  or delivered to
                  Seller and  Shareholder  pursuant hereto or in connection with
                  the transactions contemplated by this Agreement;

         (b)      The  ownership  or  operation of the Assets or the Business on
                  or after the Closing Date  (except to the extent  included in
                  the Excluded Liabilities); and

         (c)      The Assumed Liabilities.

         15.      Survival  of  Representations,   Warranties,  Covenants  and
Indemnities. All representations,  warranties, covenants and indemnities in this
Agreement shall survive the Closing, regardless of any investigations made prior
to Closing.

         16.      Governing  Law.  This  Agreement shall be governed by the laws
of the State of Nebraska without regard to its conflicts of laws principles.

         17.      Modification.  This Agreement may be modified only by a writ-
ing signed by all parties.

         18.      Schedules  and  Exhibits.  All  references to Schedules  and
Exhibits  herein,  unless  otherwise  stated,  means the  schedules and exhibits
attached to this Agreement which are hereby incorporated by reference.

         19.      Notices.  Notices to any party shall be deemed  given when
deposited  in the U.S.  Mail,  postage  prepaid and  addressed to the parties as
follows, and otherwise when received:

         (The following addresses are for after the Closing)

                                       15

                                     - 61 -
<PAGE>

         If to Seller or Shareholder:

                  The Cotton Communication Network, Inc.
                  P.O. Box 5963
                  Lubbock, Texas  79408
                  Attention:  Daniel Davis, President

         If to Purchaser:

                  Data Transmission Network Corporation
                  9110 West Dodge Road, Suite 200
                  Omaha, Nebraska  68114
                  Attention:  Greg T. Sloma, President

Any  party may  change  its  address  for  notice by giving  notice to the other
parties as provided above.

         20.      Assignment and Binding Effect.  This Agreement may not be as-
signed  prior to the  Closing  by any party  hereto  without  the prior  written
consent of the other parties; provided,  however, that Data Transmission Network
Corporation shall have the right to assign its rights and obligations under this
Agreement at any time prior to the Closing to a corporation which is a direct or
indirect  wholly-owned  subsidiary  of Data  Transmission  Network  Corporation.
Subject to the  foregoing,  all of the terms and  provisions  of this  Agreement
shall be  binding  upon and inure to the  benefit of and be  enforceable  by the
parties and their respective successors and assigns.

         21.      Expenses.   Each  party  shall  pay  its  own  expenses  with
respect to the negotiation and preparation of documents and the  consummation of
the transactions provided for in this Agreement.

         22.      Risk of Loss.  Until the Closing, Seller shall bear the risk
of loss to the Assets or Business.

         23.      Exclusivity.  Seller and Shareholder  agree not to entertain
any  discussions  regarding  the sale of the  Business  or Assets with any third
party while this Agreement remains in effect.

         24.      Post-Closing Effectuation. Following the Closing, each party
agrees to deliver to any other  party to this  Agreement  such  instruments  and
documents,  and to take such other  actions,  as may be reasonably  requested by
such  other  party  to  this  Agreement  to  more  fully  effectuate  any of the
transactions contemplated by this Agreement.

         25.      Right of  Set-off.  Purchaser  shall  have the  right to
offset  against  any  obligations  which  Purchaser  has to Seller any amount or
amounts which Seller  hereafter owes Purchaser  pursuant to the  indemnification
provisions of this Agreement.

                                       16

                                     - 62 -
<PAGE>

         26.      Responsibility  for Sales  Taxes.  Seller  shall pay any and
all  state  and  local  sales  taxes  arising  out of the sale of the  Assets to
Purchaser.

         27.      Announcements.  Neither Seller nor Purchaser shall make any
public  announcements  about the  transactions  contemplated  by this  Agreement
without the other's prior written  consent;  provided,  however,  that Purchaser
shall,  after  reasonable  advance  notice to Seller,  be  entitled to make such
public  announcements  about the transactions  contemplated by this Agreement as
may be required by reason of its status as a public company.

         28.      Severability.  If any  term or  provision  of  this  Agreement
is judicially  determined  to be invalid or  unenforceable,  such  invalidity or
unenforceability  shall not affect the remainder of the Agreement which shall be
enforced so as to give effect as nearly as  possible  to the  parties'  original
intent.

         29.      Entire  Agreement.  This  Agreement,  including  the Schedules
and Exhibits and the other agreements  referenced herein to be executed pursuant
to this Agreement, contains the full understanding of the parties concerning its
subject  matter.  This  Agreement may not be amended except in writing signed by
all parties and none of the provisions of this Agreement may be waived except in
writing signed by the party or parties  against whom  enforcement of such waiver
is sought.

         30.      Counterparts.  This  Agreement  may be signed in one or more
counterparts each of which will be an original but which together constitute one
and the same instrument.

         31.      Confidentiality.  Seller and Shareholder  agree that following
the Closing  and for a period of three (3) years  thereafter,  all  Confidential
Information (as defined herein) shall be maintained in strict confidence by them
and shall not be disclosed to any third party without  Purchaser's prior written
consent,  except to the extent that information  about the operating  results of
the Business is required to be furnished by Seller or Shareholder in filings and
other reports to tax and other  governmental  authorities.  For purposes of this
Section 32,  "Confidential  Information"  means,  in addition to the information
within that term in the Seller/Shareholder  Non-Competition Agreement, the terms
of this Agreement and of all other  agreements  executed and delivered  pursuant
hereto.

                            [Signature page follows]

                                       17

                                     - 63 -
<PAGE>

                                SIGNATURE PAGE TO
                            ASSET PURCHASE AGREEMENT
                     AMONG THE NETWORK, INC., DANIEL DAVIS,
                    AND DATA TRANSMISSION NETWORK CORPORATION



         IN WITNESS WHEREOF, the parties have executed this Agreement.


                                      SELLER:

                                      THE COTTON COMMUNICATION NETWORK,
                                      INC.



                                      By:
                                         ---------------------------------------
                                         Daniel Davis, President




                                         ---------------------------------------
                                         Daniel Davis, Shareholder



                                         PURCHASER:

                                         DATA TRANSMISSION NETWORK CORPORATION

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

                                         Title:
                                               ---------------------------------
                                       18

                                     - 64 -