STOCK PURCHASE AGREEMENT

         This STOCK PURCHASE  AGREEMENT (the "Agreement")  dated as of March 17,
1999, by and among Data Transmission Network Corporation, a Delaware corporation
("DTN"), DTN Acquisition,  Inc., a Nebraska corporation ("Buyer"),  Asset Growth
Corporation,   a  Delaware  corporation  (the  "Company"),   Marcia  C.  Kennedy
("Kennedy"),  Scott L. Brown  ("Brown"),  and the  persons  listed in Schedule 1
attached hereto (collectively the "Sellers" and individually a "Seller").

                                    RECITALS:

         WHEREAS,  each Seller is the owner,  beneficially and of record, of the
number of shares of the Common  Stock of the Company set forth  opposite  his or
her name on Schedule 1 attached  hereto,  and  Sellers  are the  owners,  in the
aggregate, of all of the issued and outstanding capital stock of the Company;

         WHEREAS, Buyer wishes to purchase from Sellers and Sellers wish to sell
to Buyer all of the issued and outstanding capital stock of the Company upon and
subject to the terms and conditions set forth herein;

         WHEREAS, DTN, Kennedy,  Brown and the Company are all of the parties to
that  certain  Purchase  Agreement  dated  October 14,  1998,  as amended by the
Amendment to Agreements  (the  "Amendment")  dated  January 1, 1999,  among DTN,
Buyer, Kennedy,  Brown and the Company (such Purchase Agreement,  as modified by
the Amendment, being referred to herein as the "Master Agreement");

         WHEREAS,  Buyer and the Company are all of the parties to that  certain
Management  Agreement  dated  October 14, 1998, as modified by the Amendment (as
amended,  the  "Management  Agreement")  providing for the Company to manage for
Buyer the business conducted by Paragon Software,  Inc., an Illinois corporation
("Paragon"); and

         WHEREAS,  the parties hereto wish to terminate the Master Agreement and
the Management Agreement upon the consummation of the transactions  contemplated
by this Agreement;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
representations,  warranties and agreements herein contained,  Buyer and Sellers
agree as follows:

                                    ARTICLE I

                                 SALE OF SHARES

         1.01 Sale of Shares. Subject to the terms and conditions herein stated,
each Seller agrees to sell, assign, transfer and deliver to Buyer on the Closing
Date (as  defined  herein),  free and  clear of any and all  liens,  claims  and
encumbrances,  good,  valid and marketable title to all of the shares of capital
stock of the Company owned by such Seller as set forth  opposite his or her name
on  Schedule  1 (all of such  shares  to be sold to Buyer  hereunder  being  the
"Shares"),  and Buyer  agrees to purchase the Shares from Sellers on the Closing
Date. The certificates  representing the Shares shall be duly endorsed in blank,
or accompanied by stock powers duly executed in blank, by Sellers.

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         1.02  Price.  In full  consideration  for the  purchase by Buyer of the
Shares,  Buyer  shall  at the  Closing  pay to the  Sellers  in good  funds  the
aggregate  amount of $3,744,183 (the "Cash Purchase  Price").  Each Seller shall
receive that  percentage of the Cash Purchase  Price as set forth  opposite such
Seller's  name on  Schedule  1 attached  hereto.  As  additional  consideration,
effective  immediately  prior to the Closing,  DTN hereby  forgives all advances
paid to the Company pursuant to Section 3(b) of the Management Agreement.

         1.03  Closing.  The sale  referred to in Section  1.01 (the  "Closing")
shall  take place at the  office of DTN in Omaha,  Nebraska,  on the date of the
execution of this  Agreement,  or at such later date as the parties hereto shall
by written  instrument  designate.  Such time and date are herein referred to as
the "Closing Date".

                                   ARTICLE II

                    REPRESENTATIONS AND WARRANTIES OF SELLERS

         As of the date hereof (except as otherwise  specified herein) and as of
the Closing Date,  each Seller jointly and severally  represents and warrants to
Buyer as follows:

         2.01 Organization and  Qualification.  At the Closing Date, the Company
will be a  corporation  duly  organized,  validly  existing and in good standing
under the laws of Delaware and will have all  requisite  power and  authority to
own,  lease and operate its properties and to carry on its business as now being
conducted.  Texas is the only  jurisdiction in which the Company is qualified or
licensed to do business.  Buyer has heretofore received true and complete copies
of the  Certificate  of  Incorporation  and  By-laws (or other  similar  charter
documents), as currently in effect, of the Company.

         2.02  Capitalization;  Title to Stock. The authorized  capital stock of
the Company consists of (i) 75,000,000  shares of common stock,  $0.01 par value
per share (the  "Common  Stock"),  of which the  Shares  are the only  shares of
Common Stock issued and  outstanding  as of the date hereof and (ii)  10,000,000
shares of  preferred  stock,  $3.00 par value per share,  of which no shares are
outstanding.  Sellers  are the record  owners of all the  Company's  outstanding
shares of Common  Stock.  All of the  outstanding  shares of Common Stock of the
Company  are duly  authorized,  validly  issued,  fully paid and  nonassessable.
Except for the sale to Buyer as  contemplated  by this  Agreement,  there are no
outstanding  options,  warrants,  calls  or other  rights  to  subscribe  for or
purchase or acquire from the Company or Sellers or any affiliate of the Company,
or any plans,  contracts or  commitments  providing  for the issuance of, or the
granting of rights to acquire  (i) any capital  stock of the Company or (ii) any
securities  convertible  into or  exchangeable  for  any  capital  stock  of the
Company.  The Company is not  contractually  obligated to repurchase,  redeem or
otherwise  acquire any of its outstanding  shares of capital stock.  Each Seller
represents and warrants only with respect to that Seller and not with respect to
any other Seller,  that such Seller (i) has good,  valid and  marketable  title,
beneficially and of record, to the respective Shares set forth opposite his, her
or its  name on  Schedule  1  attached  hereto,  free and  clear  of all  liens,
encumbrances  and rights of others,  (ii) is in rightful  possession of duly and
validly authorized and issued certificates  evidencing his, her or its ownership
of record of such Shares,  and (iii) at the Closing Date,  will have full right,
power  and  authority  to sell,  transfer,  convey  and  deliver  to  Buyer,  in
accordance with the terms of this Agreement,  good, valid and marketable  title,
beneficially  and of record,  to all of such Shares being sold by such Seller to
Buyer hereunder, free and clear of all liens, encumbrances and rights of others.

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         2.03 Subsidiaries. The Company has no subsidiaries. Except as set forth
on Schedule 2.03, there is no corporation,  partnership,  joint venture or other
person or entity in which the Company, directly or indirectly,  has, or pursuant
to any  agreement  or  agreements  has or will have,  a right or  obligation  to
acquire or make by any means,  an interest  or  investment  (including,  without
limitation,  equity  ownership,   proprietary  interest,  loans,  guarantees  of
indebtedness and other similar obligations).

         2.04  Authority  Relative  to the  Transactions  Contemplated  by  this
Agreement.  At the Closing Date, each Seller will have full power,  capacity and
authority  (corporate or otherwise) to execute and deliver this Agreement and to
consummate  the  transactions  contemplated  hereby.  At the Closing  Date,  the
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated  hereby will have been duly and validly authorized on
behalf of all Sellers and no other  proceedings on behalf of Sellers are or will
be  necessary  to approve  and  authorize  the  execution  and  delivery of this
Agreement and the consummation of the  transactions  contemplated  hereby.  This
Agreement  has been duly and validly  executed  and  delivered  by Sellers,  and
(assuming the valid  execution  and delivery of this  Agreement by Buyer) at the
Closing Date will  constitute a legal,  valid and binding  agreement of Sellers,
enforceable against Sellers in accordance with its terms, subject to bankruptcy,
insolvency,  reorganization,  moratorium and other laws of general applicability
relating to or affecting creditors' rights and to general principles of equity.

         2.05  Consents  and  Approval;  No  Violation.  Except  as set forth on
Schedule 2.05,  neither the execution and delivery of this Agreement by Sellers,
nor the consummation of the transactions  contemplated hereby, nor compliance by
any Seller  with the  provisions  hereof,  will (i)  require  the Company or any
Seller to file or register with,  notify,  or obtain any permit,  authorization,
consent or approval of, any  governmental  or  regulatory  authority  except for
those  requirements  which become  applicable  to the Company as a result of the
specific  regulatory  status  of Buyer or as a result of any  other  facts  that
specifically relate to the business  activities in which Buyer is engaged;  (ii)
conflict  with or breach any  provision  of the  Certificate  of  Incorporation,
By-laws or trust agreement (or other similar governing documents) of the Company
or any Seller;  (iii)  violate or breach a provision of, or constitute a default
(or an event  which,  with  notice or lapse of time or both would  constitute  a
default)  under,  any of the terms,  covenants,  conditions or provisions of any
note, bond, mortgage,  indenture,  deed of trust,  license,  franchise,  permit,
lease,  contract,  agreement or other  instrument,  commitment  or obligation to
which the  Company  or any  Seller is a party,  or by which the  Company  or any
Seller or any of their  respective  properties  or assets may be bound;  or (iv)
violate  any  order,  writ,  injunction,  decree  or  judgment  of any  court or
governmental  authority  applicable to the Company or any Seller or any of their
material assets.

         2.06  Balance  Sheet.  Sellers have  delivered  to Buyer the  unaudited
balance sheet of the Company as of February 28, 1999 (the "Balance Sheet").  The
Balance Sheet (i) has been prepared in accordance  with the books and records of
the Company,  and (ii) presents fairly the financial  position of the Company as
of such date.

         2.07 Undisclosed Liabilities. Except (i) as provided for in the Balance
Sheet, (ii) as disclosed in Schedule 2.07 or as specifically identified on other
Schedules to this Agreement or (iii) for  liabilities  owed to Buyer or DTN, the
Company has no liabilities  or obligations of any kind or nature,  whether known

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<PAGE>

or unknown or secured or unsecured  (whether  absolute,  accrued,  contingent or
otherwise, and whether due or to become due).

         2.08  Absence  of Certain  Changes  or  Events.  Except as set forth in
Schedule 2.08, or as disclosed in the other  Schedules  hereto,  the Company has
not (i)  suffered  any  material  adverse  change  in its  assets,  liabilities,
business, prospects, results of operations or financial condition, (ii) suffered
any damage, destruction or casualty loss adversely affecting any material assets
of the Company, or (iii) entered into any transaction, or conducted its business
or  operations,  other  than in the  ordinary  and  usual  course  of  business,
consistent with past practices.

         2.09 Title and Related Matters. Except for the lease of office space at
Anchor  Executive  Center - River Oaks (the "Office  Lease"),  which  expires on
November, 30 1999, the Company does not own or lease any real property or office
space.  Except for the  assignments of the Office Lease and Furniture  Lease (as
herein defined) to Sellers as provided in this Agreement, all of the properties,
rights  and  assets,  tangible  and  intangible,  now  used in or,  to the  best
knowledge of Sellers,  necessary  for the conduct by the Company of its business
as presently  conducted will be indirectly  transferred to Buyer by its purchase
of the Shares. The interests of the Company in its properties, rights and assets
(whether  owned or as a lessee)  are free and clear of all Liens  other than (i)
Liens for taxes not yet due, (ii) Liens which do not affect the use by, or value
to, the Company of its rights and  assets,  or (iii) Liens set forth on Schedule
2.09.  The  term  "Liens"  shall  mean  any  pledge,  lien,  security  interest,
conditional sale agreement, or other similar encumbrance.

         2.10  Material  Contracts.  Except as set forth in Schedule  2.10,  the
Company  does  not  have  nor is it  bound  by (a) any  agreement,  contract  or
commitment  relating  to the  employment  of any person by the  Company,  or any
bonus, commission, severance or termination pay, deferred compensation, pension,
profit  sharing,  stock option,  employee  stock  purchase,  retirement or other
employee  benefit plan, (b) any agreement,  indenture or other  instrument which
contains  restrictions  with  respect  to  payment  of  dividends  or any  other
distribution  in respect of its capital stock,  (c) any  agreement,  contract or
commitment  relating  to capital  expenditures,  (d) any loan or advance  to, or
investment in, any other person other than cash advances in the ordinary  course
of  business  consistent  with past  practice,  or any  agreement,  contract  or
commitment relating to the making of any such loan, advance or investment except
for cash  advances  in the  ordinary  course of  business  consistent  with past
practice,  (e) any debt  obligation for borrowed money or any guarantee or other
contingent  liability in respect of any  indebtedness or obligation of any other
person (other than the endorsement of negotiable  instruments for collection and
other  similar  transactions  in the  ordinary  course  of  business),  (f)  any
management,  distributorship, sales, service (personal or otherwise), consulting
or any other similar type of contract, (g) any agreement, contract or commitment
limiting  the  freedom of the  Company to engage in any line of  business  or to
compete with any other person or in any area, (h) any other agreement,  contract
or commitment  which is not cancelable  without  penalty within 30 days, (i) any
outstanding  powers of attorney or proxies granted to any person for any purpose
whatsoever, (j) any contract or oral or written agreement for the acquisition of
any other person,  (k) any  agreement as to which the United States  Government,
any state, local or municipal government or any foreign government or any agency
or  instrumentality  of any of the  foregoing is a party,  exclusive of any such
agreement which contains solely the provisions set forth in a form contract used
by the  Company  in its  ordinary  course of  business,  which  forms  have been
previously  made available to Buyer,  or (l) any proposed  contract or agreement
which  upon  acceptance  of a customer  or third  party  would  create a binding

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obligation  upon the Company and which would not be cancelable  without  penalty
within  thirty  (30)  days  (all such  oral or  written  agreements,  contracts,
arrangements  and  commitments  are  hereinafter  referred  to as the  "Material
Contracts").  True,  complete and correct copies of all such written  contracts,
commitments,  agreements  or  arrangements  described on Schedule 2.10 will have
been made available to Buyer prior to Closing. Schedule 2.10 contains a complete
list of all such oral contracts,  agreements,  commitments or  arrangements  and
identifies  which of such  contracts are oral in nature.  Except as set forth on
Schedule 2.10, there is not, under any of the Material Contracts, any default or
event which, with notice or lapse of time or both, would constitute a default on
the part of the  Company.  Neither the Company nor any Seller has  received  any
notice from the other party to such  Material  Contracts of the  termination  or
threatened  termination  thereof and no Seller  knows of the  occurrence  of any
event which would allow such other party to  terminate  such  Material  Contract
except as otherwise  disclosed in the Schedules  hereto.  Except as set forth on
Schedule 2.10 or any other Schedule hereto,  no indebtedness of the Company will
be accelerated by its terms, or result from the consummation of the transactions
contemplated  hereby.  Schedule 2.10 contains a complete list of all  agreements
providing  for the payment of  severance  pay to  employees  of the Company (the
"Termination  Benefits  Agreements").  Except as expressly indicated on Schedule
2.10, no event has occurred  under any of the  Termination  Benefits  Agreements
which  alone or upon the  giving of notice or the  passage of time or both would
obligate the Company to make any payment under any of the  Termination  Benefits
Agreements.

         2.11 Leases. Except for the lease of office furniture from Aaron Rents,
Inc. (the  "Furniture  Lease"),  which  expires on May 23, 1999,  and the Office
Lease,  the Company is not a party (as lessee) to any other lease. All rents and
additional  rent due to the Closing  Date on such leases have and will have been
paid and in each case,  the lessee has been in  peaceable  possession  since the
commencement  of the original  term of such lease or  arrangement  and is not in
default  thereunder.  Except as set forth on Schedule  2.11,  there is not, with
respect  to leases  referred  to above,  any  existing  default,  or an event of
default,  or event which, with or without notice or lapse of time or both, would
constitute a default or an event of default, on the part of the Company.

         2.12 Proprietary  Rights;  Computer  Programs,  Databases and Software.
Schedule 2.12 contains a complete list of all trademarks,  trade names,  assumed
names, service marks, logos, patents, copyrights and copyright registration, and
any  applications  for  registration  therefor  presently  owned  or held by the
Company or with  respect to which the Company owns or holds any license or other
direct or indirect interest  (collectively,  the "Proprietary  Rights");  and no
other  Proprietary  Rights are used in or are  necessary  for the conduct of the
business  of the  Company  as  such  business  is  presently  conducted.  Unless
otherwise  indicated in such  Schedule 2.12 the Company owns  sufficient  right,
title and interest in and to the material  Proprietary Rights for the conduct of
its business.  No material  Proprietary Rights used by the Company conflict with
or infringe the rights of any other person.  No claims have been asserted by any
person  with  respect  to  the  ownership,  validity,  license  or  use  of  the
Proprietary  Rights and no Seller knows of any basis for such claim. The Company
has taken all  measures  which it believes  to be  appropriate  to maintain  and
protect the  Proprietary  Rights.  The Company has the right to use all material
Proprietary  Rights,  to provide and sell the services and products provided and
sold by it, and to conduct its business as heretofore conducted,  and, except as
set forth on Schedule 2.12, the  consummation of the  transactions  contemplated
hereby will not alter or impair any such rights. Except as set forth on Schedule
2.12, no person is known to be infringing on or violating the Proprietary Rights
used by the  Company.  Except in the  ordinary  course of its business or as set

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forth in Schedule 2.12, the Company has not sold, licensed,  leased or otherwise
transferred  or granted any interest or rights to any of its computer  programs,
databases  or software to any other  person.  The  occurrence  in or use by such
computer  programs,  databases and software of dates on or after January 1, 2000
("Millennial  Dates") will not  adversely  affect the  performance  thereof with
respect  to date  dependent  data,  compilations,  output,  or  other  functions
(including but not limited to  calculating,  comparing and  sequencing) and that
such computer programs,  databases and software will create,  store, process and
output  information  related to or including  Millennial  Dates without error or
omissions.

         2.13  Litigation.  Schedule  2.13  sets  forth a  complete  list and an
accurate   description  of  all  claims,   actions,   suits,   proceedings   and
investigations pending and threatened, by or against or involving the Company or
its business. No such pending or threatened claims, actions, suits,  proceedings
or  investigations,  if  adversely  determined,  would,  individually  or in the
aggregate,  materially  adversely  affect  the  business,  financial  condition,
results  of  operations  or  prospects  of the  Company  taken as a whole or the
transactions  contemplated  hereby.  The Company does not know of any reasonable
basis for any other such claim, action, suit,  proceeding or investigation.  The
Company is not subject to any judgment,  order or decree  entered in any lawsuit
or proceeding which may have a material adverse effect on any of its operations,
business practices or on its ability to acquire any property or conduct business
in any area.

         2.14 Employee  Benefit  Matters.  Neither the Company nor any member of
the Control Group (within the meaning of section 414(b) of the Internal  Revenue
Code of 1986, as amended (the "Code")) maintains, has contributed to or has ever
been obligated to contribute to, for, on behalf of or with respect to current or
former  employees  of the  Company,  any  employee  benefit  plan (as defined in
Section 3(3) of the Employee  Retirement Income Security Act of 1974, as amended
("ERISA")),  multiemployer  plan (as  defined  in ERISA  Section  3(37)),  stock
purchase plan,  stock option plan or deferred  compensation  agreement,  plan or
funding arrangement.  There are no employee welfare benefit plans (as defined in
ERISA Section 3(1)) maintained by the Company.

         2.15 Governmental  Authorizations and Regulations.  The Company has all
material licenses,  franchises,  permits and other  governmental  authorizations
necessary to the conduct of its  business,  as presently  conducted and the same
are in full force and effect.  The business of the Company is being conducted in
compliance in all material  respects with all applicable  licenses,  franchises,
permits and other  governmental  authorizations  and, to the best  knowledge  of
Sellers,  in  compliance  in all material  respects  with all  applicable  laws,
ordinances,  rules and regulations of all governmental  authorities  relating to
its  properties or  applicable to its business.  Except as set forth on Schedule
2.15, the Company has not received any notice of any alleged violation of any of
the foregoing.

         2.16  Labor  Matters.  Except as set forth in  Schedule  2.16,  (i) the
Company is in  compliance  in all material  respects  with all  applicable  laws
respecting health and occupational safety,  employment and employment practices,
terms and  conditions  of  employment  and wages and hours  (including,  without
limitation,  the Federal Immigration Reform and Control Act of 1986), (ii) there
is no unfair labor practice  complaint against the Company pending or threatened
before the  National  Labor  Relations  Board,  (iii)  there are no  proceedings
pending or threatened  before the National Labor Relations Board with respect to
the Company,  (iv) there are no  discrimination  charges  (relating to sex, age,
religion, race, color, national origin, ethnicity, handicap or veteran status or
any other basis protected by relevant law) pending before any federal,  state or

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local agency or authority  against the Company or any of its  employees,  (v) no
grievance  which  might  have a  material  adverse  effect  upon the  Company is
currently  pending,  (vi) the Company is not bound by any collective  bargaining
agreement  and  there is no  collective  bargaining  agreement  currently  being
negotiated by the Company and (vii) the Company has not experienced any material
labor difficulty during the past three years.

         2.17  Insurance.  The Company  maintains and has  maintained  insurance
coverage (including without limitation workers compensation  insurance) which is
sufficient for compliance with all  requirements of law and of all agreements to
which the  Company  is a party.  With  respect  to all  policies,  all  premiums
currently  payable or previously  due and payable with respect to all periods up
to and  including  the  Closing  Date  will  have  been  paid and no  notice  of
cancellation  or termination  has been received with respect to any such policy.
Such policies will remain in full force and effect through the respective  dates
set forth in such policies  without the payment of additional  premiums,  unless
called for in its original terms.

         2.18 Tax Matters.  (a) All Federal,  state,  local and foreign  income,
profits,  franchise,  sales,  use,  occupancy,  excise,  withholding,   payroll,
employment and other taxes and  assessments  (including  interest and penalties)
payable  by,  or due  from,  the  Company  have been  fully  paid or  adequately
disclosed and provided for in the Balance Sheet of the Company.

         (b) The  Company  has not  filed any  election  or  caused  any  deemed
election under Section 338 of the Code.

         (c) The  Company is not  delinquent  in the payment of any taxes and no
extensions of time have been granted to the Company to file any return  required
by applicable law to be filed by it prior to or on the Closing Date,  which have
expired or will expire on or before the Closing Date without such return  having
been filed.

         2.19 Environmental Matters. The Company is in material compliance with,
and has not done anything to be in material  violation of any federal,  state or
local laws relating to the environment.

         2.20 Brokers and  Finders.  No Seller has employed any broker or finder
and no broker or  finder is  entitled  to any  brokerage  fees,  commissions  or
finder's fees arising from any act,  representation or promise of any of them in
connection with the transactions  contemplated hereby;  provided,  however, each
Seller so represents  and warrants only with respect to that Seller and not with
respect to any other Seller.

         2.21 Books and Records.  The minute books of the Company, as previously
made available to Buyer,  contain accurate  records in all material  respects of
all  meetings of and  corporate  actions or written  consents by the  respective
stockholders and Boards of Directors of the Company.

         2.22 Bank Accounts.  Sellers will cause the Company to deliver to Buyer
at least 3 business  days prior to the Closing an  accurate  and  complete  list
showing the name and address of each bank in which the Company has an account or
safe  deposit  box, the number of any such account or any such box and the names
of all persons authorized to draw thereon or to have access thereto.

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         2.23 Other Information.  The information  furnished to Buyer by Sellers
or the Company or pursuant to this Agreement, including the exhibits hereto, the
schedules  identified  herein, and in any certificate or other document executed
or delivered  pursuant  hereto by Sellers  (which for purposes of this Agreement
shall be deemed to be representations  and warranties),  is not materially false
or misleading,  does not contain any misstatement of material fact, and does not
omit to state  any  material  fact  required  to be  stated in order to make the
statements therein not misleading in light of the circumstances under which they
were made.

                                   ARTICLE III

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         As of the date hereof and as of the Closing Date,  Buyer represents and
warrants to Sellers as follows:

         3.01  Organization.  Buyer is a  corporation  duly  organized,  validly
existing and in good standing under the laws of the State of Nebraska.

         3.02  Authority  Relative  to this  Agreement.  Buyer  has full  power,
capacity and  authority  (corporate  or  otherwise)  to execute and deliver this
Agreement and to consummate the transactions  contemplated hereby. The execution
and  delivery  of  this  Agreement  and  the  consummation  of the  transactions
contemplated  hereby  have  been  duly and  validly  authorized  by the Board of
Directors  of  Buyer  and no  other  proceedings  on the  part of  Buyer  or its
stockholders  are  necessary to approve and authorize the execution and delivery
of this Agreement or the consummation of the transactions  contemplated  hereby.
This  Agreement  has been duly and validly  executed and  delivered by Buyer and
(assuming  the  valid  execution  and  delivery  of the  Agreement  by  Sellers)
constitutes a legal, valid and binding agreement of Buyer,  enforceable  against
Buyer in accordance  with its terms,  except as the  enforcement  thereof may be
limited  by  bankruptcy  and  other  laws of  general  application  relating  to
creditors' rights and general principles of equity.

         3.03 Consents and  Approvals;  No Violation.  Neither the execution and
delivery  of this  Agreement  by  Buyer  nor the  consummation  by  Buyer of the
transactions  contemplated  hereby,  nor  compliance  by  Buyer  with any of the
provisions  hereof,  will (i) require Buyer to file or register with, notify, or
obtain any permit,  authorization,  consent, or approval of, any governmental or
regulatory  authority except for those  requirements  which become applicable to
Buyer as a result  of the  specific  regulatory  status of the  Company  or as a
result of any other facts that specifically relate to the business activities in
which the Company is or proposes to be engaged; (ii) conflict with or breach any
provision of the Articles of Incorporation or by-laws of Buyer; (iii) violate or
breach any provision of, or constitute a default (or an event which, with notice
or lapse of time or both,  would  constitute a default under,  any of the terms,
covenants conditions or provisions of any note, bond mortgage, indenture deed of
trust,  license,  franchise,   permit,  lease,  contract,   agreement  or  other
instrument,  commitment  or  obligation  to which Buyer is a party,  or by which
Buyer or any of its properties or assets may be bound, except for such breach or
default  which  would not have a  material  adverse  effect on the  transactions
contemplated  by this  Agreement  taken as a whole;  or (iv)  violate any order,
writ,  injunction,  decree,  judgment,  statute,  law or  ruling of any court or
governmental  authority applicable to Buyer or any of its material assets, which
violation would have a material adverse effect on the transactions  contemplated
by this Agreement taken as a whole.

                                       8
                                      -59-
<PAGE>

         3.04  Litigation;  Compliance  with  Law.  Buyer  is not a party to any
action or proceeding which seeks, or is subject to, any outstanding order, writ,
injunction  or  decree,   which   restrains  or  enjoins   consummation  of  the
transactions  contemplated hereby or which otherwise challenges the transactions
contemplated hereby and (ii) there is no litigation, administrative, arbitral or
other  proceeding,  or  petition or  complaint  or, to the  knowledge  of Buyer,
investigation  before any court or governmental or regulating  authority or body
pending or, to the knowledge of Buyer,  threatened  against or relating to Buyer
that  would   materially   adversely  affect  Buyer's  ability  to  perform  its
obligations pursuant to this Agreement.

         3.05 Brokers and  Finders.  Buyer has not employed any broker or finder
and, to Buyer's  knowledge,  no broker or finder is  entitled  to any  brokerage
fees,  commissions  or finder's  fees arising from any act,  representations  or
promise of Buyer, in connection with the transactions contemplated hereby.

         3.06 Purchase for Investment. Buyer will acquire all of the outstanding
stock of the Company to be  purchased  by it  hereunder  for its own account for
investment and not with a view toward any resale or distribution thereof.

                                   ARTICLE IV

                            COVENANTS OF THE PARTIES

         4.01 Expenses.  Whether or not the transactions contemplated hereby are
consummated,  all costs and expenses  incurred in connection with this Agreement
and the  transactions  contemplated  hereby will be paid by the respective party
that  incurred  such cost and expense (it being  understood,  however,  that all
legal and accounting  fees and expenses so incurred by the Company shall be paid
by the Sellers).

         4.02 Transfer Taxes.  All transfer taxes  (including all stock transfer
taxes, if any) incurred in connection  with this Agreement and the  transactions
contemplated  hereby will be borne by Sellers,  and Sellers  will,  at their own
expense,  file all necessary tax returns and other documentation with respect to
all such transfer  taxes,  and, if required by applicable law, the other parties
hereto will (and will cause the Company  to) join in the  execution  of any such
tax returns or other documentation.

                                    ARTICLE V

                               RELATED AGREEMENTS

         5.01  Termination  of Master  Agreement and Management  Agreement.  The
parties hereto agree that effective as of the Closing Date, the Master Agreement
and the  Management  Agreement  shall be  terminated  and of no further force or
effect.

         5.02 Release.  Effective as of the Closing,  Kennedy, Brown and Sellers
do hereby fully and absolutely  release and forever  discharge DTN and Buyer and
their  Affiliates,  officers,  directors,  employees  and agents (the  "Released
Parties")  from any and all  claims,  demands  and  causes of action of any kind
whatsoever,  whether known or unknown at the present time, which any of Kennedy,
Brown and Sellers may have against any of the  Released  Parties with respect to
actions  of any of the  Released  Parties  prior to the date of this  Agreement,

                                       9
                                      -60-
<PAGE>

including  without  limitations  matters relating to the Master  Agreement.  The
foregoing  release is intended  and shall be  construed  as a full and  complete
release of all claims,  demands,  and causes of action  referred to above.  This
release shall inure to the benefit of the Released  Parties and their respective
heirs, representatives, successors and assigns.

         5.03 Assignment and Assumption of Leases.  Effective as of the Closing,
the Company  does hereby  assign all of its right,  title and interest in and to
the Office Lease and  Furniture  Lease to Sellers.  Sellers  hereby  accept such
assignment  and each Seller hereby  jointly and  severally  agrees to assume all
obligations  of the Company under the Office Lease and Furniture  Lease from and
after the Closing Date and to hold Buyer and the Company  harmless  from any and
all liabilities arising under the Office Lease or Furniture Lease from and after
the Closing Date.  Sellers  further  agree that promptly  after the Closing they
will use their best  efforts to obtain the release of the Company by the lessors
under the Office Lease and Furniture Lease.

                                   ARTICLE VI

                          SURVIVAL AND INDEMNIFICATION

         6.01  Survival  of  Representations,   Warranties  and  Covenants.  All
covenants and  agreements of any party hereto set forth herein shall survive the
Closing for the period provided for in such covenant or, if not so provided, for
a period of one year. The  representations and warranties set forth herein shall
survive  the Closing and shall  remain in effect for the  applicable  statute of
limitation.

         6.02 Post-Closing Indemnification. (a) From and after the Closing Date,
Sellers  jointly and severally  shall defend,  indemnify and hold harmless Buyer
and its  affiliates  (including  the  Company)  and  each of  their  successors,
assigns,  officers,  directors  and  employees  (the "Buyer  Indemnitee  Group")
against  and in  respect of any and all  losses,  actions,  suits,  proceedings,
claims, liabilities, damages, causes of action, demands, assessments, judgments,
and  investigations  and any and all costs and expenses  paid to third  parties,
including   without   limitation,   reasonable   attorneys'  fees  and  expenses
(collectively,  "Damages"),  suffered  by any of them as a result of, or arising
from:  (i)  any  inaccuracy  in or  breach  of  or  omission  from  any  of  the
representations or warranties made by Sellers in Article II of this Agreement or
pursuant  hereto,  or  any  nonfulfillment,  partial  or  total,  of  any of the
covenants  or  agreements  made by Sellers in this  Agreement  to the extent not
waived by Buyer in  writing;  or (ii) any claim,  action,  suit,  proceeding  or
investigation  of any kind relating to or arising from events occurring prior to
the Closing  Date,  instituted  by or against or involving the Company or any of
its business or assets (other than those claims, actions, suits, proceedings and
investigations set forth in Schedule 2.13 of the Disclosure Schedule) regardless
of whether such claims, actions,  suits,  proceedings or investigations are made
or commenced before or after the Closing Date, provided that Damages relating to
claims,  actions,  suits,  proceedings and investigations  that relate to events
occurring  both before and after the Closing Date shall be  equitably  allocated
between Buyer and Sellers.

         (b) From and after the Closing Date, Buyer shall defend,  indemnify and
hold harmless Sellers and their heirs, trustees,  successors and assigns against
and in respect  of any and all  losses,  actions,  suits,  proceedings,  claims,
liabilities,  damages, causes of action, demands,  assessments,  judgments,  and
investigations  and  any and all  costs  and  expenses  paid to  third  parties,
including without limitation,  reasonable attorneys' fees and expenses, suffered

                                       10
                                      -61-
<PAGE>

by any of them as a result of, or arising from,  any  inaccuracy in or breach of
or  omission  from any of the  representations  or  warranties  made by Buyer in
Article  III of this  Agreement  or  pursuant  hereto,  or any  non-fulfillment,
partial or total,  of any of the covenants or  agreements  made by Buyer in this
Agreement to the extent not waived by Sellers in writing.

         (c) If a claim by a third party is made against an  indemnified  party,
and if such party  intends to seek  indemnity  with respect  thereto  under this
Article VI, the indemnified  party shall promptly (and in any case within thirty
days of such claim  being  made)  notify the  indemnifying  party of such claim,
provided,  however,  that the failure to so notify the indemnifying  party shall
not discharge the  indemnifying  party of its obligations  hereunder except that
the indemnifying  party shall not be liable for default judgments or any amounts
related  thereto  if the  indemnified  party  shall  not  have so  notified  the
indemnifying party.  Subject to the following  sentence,  the indemnifying party
shall have thirty days after  receipt of such notice to  undertake,  conduct and
control,  through  counsel of its own  choosing  (which is  satisfactory  to the
indemnified party) the settlement or defense thereof,  and the indemnified party
shall cooperate with it in connection  therewith (provided that the indemnifying
party shall permit the  indemnified  party to participate in such  settlement or
defense through counsel chosen by the indemnified party,  provided that the fees
and expenses of such counsel  shall be borne by the  indemnified  party) and the
indemnifying  party shall promptly  reimburse the indemnified party for the full
amount  of any loss  resulting  from  such  claim and all  related  expenses  as
incurred  by  the   indemnified   party  within   limits  of  this  Article  VI.
Notwithstanding  anything herein to the contrary,  the  indemnified  party shall
have the right to conduct and control the defense of any such claim in the event
that such claim (including a claim for equitable  relief) or the continuation of
such claim  could  reasonably  be expected to  materially  adversely  affect the
business,  results  of  operations,  prospects  or  financial  condition  of the
indemnified party or any of its affiliates,  provided,  however, the indemnified
party may not  settle any claim for an amount in excess of $25,000 or consent to
any settlement which imposes equitable remedies on the indemnifying party or its
affiliates  without the prior consent of the indemnifying  party,  which consent
shall not be unreasonably withheld, unless the indemnified party agrees to waive
any right to indemnity  therefor by the indemnifying  party. If the indemnifying
party does not notify the indemnified party within thirty days after the receipt
of the  indemnified  party's  notice of a claim of indemnity  hereunder  that it
elects to  undertake  the defense  thereof or if the  indemnifying  party is not
reasonably  contesting the claim in good faith, the indemnified party shall have
the right to  contest,  settle or  compromise  the claim in the  exercise of its
reasonable judgment, and all losses incurred by the indemnified party, including
all fees and expenses of counsel for the indemnified party, shall be paid by the
indemnifying party.

         (d) Claims for  indemnification  made under this  Section 6.02 shall be
made within a period of three years from the Closing  Date,  provided,  however,
notwithstanding the foregoing,  claims for  indemnification  with respect to any
action, lawsuit,  proceeding or investigation of any kind relating to or arising
out of the matters  referred to in Section  6.02(a)(ii)  may be made within five
years from the Closing Date.

         6.03 Tax  Indemnity,  Etc. (a) Sellers  jointly and severally  shall be
responsible  for  and  pay  all  Taxes   attributable  to  the  Company  or  its
subsidiaries  or for which the  Company is liable for any period or portion of a
period  that ends on or before  the  Closing  Date  which  have not been paid or
adequately  provided for in the Balance Sheet.  Such Taxes shall include but not
be  limited  to the  Taxes of any  member  of an  affiliated  group of which the

                                       11
                                      -62-
<PAGE>

Company  was a member for federal  income tax  purposes or any entity with which
the Company filed a combined return for state or local tax purposes.

         (b) Sellers jointly and severally shall  indemnify  Buyer,  the Company
and their affiliates and their  respective  successors and assigns (each, a "Tax
Indemnified  Party",  and collectively,  "Tax Indemnified  Parties") against and
hold  the Tax  Indemnified  Parties  harmless  on an  after-tax  basis  from all
liability, loss or damage and from all expenses paid to third parties (including
reasonable  attorneys'  fees) with  respect to all such Taxes  described  in the
immediately preceding clause (a).

         (c) All tax allocation,  tax sharing and similar agreements, if any, to
which the  Company is or was a party at any time on or before the  Closing  Date
shall be  terminated  as of the Closing Date with  respect to the  Company.  The
Company shall have no obligation  for the payment of any amount  pursuant to any
such  agreement,  except as  expressly  provided for in the Balance  Sheet.  The
foregoing  indemnity  obligations of Sellers and the covenants and agreements of
the parties  contained  in this  Section  6.03 shall  survive the Closing and be
applicable for the applicable  statute of limitations  (as such may be waived or
extended).

         (d) For  purposes  of this  Agreement,  "Taxes"  shall  mean all taxes,
charges, fees, levies or other assessments,  including,  without limitation, all
net income,  gross income,  gross receipts,  sales,  use, ad valorem,  transfer,
franchise,   profits,  license,   withholding,   payroll,  employment,   excise,
estimated,  severance,  stamp,  occupation,  property  or other  taxes,  customs
duties, fees,  assessments or charges of any kind whatsoever,  together with any
interest and any penalties,  additions to tax or additional  amounts  imposed by
any taxing authority (domestic or foreign) upon the Company or its subsidiaries.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

         7.01  Amendment  and  Modification.  This  Agreement  may  be  amended,
modified or supplemented only by written agreement of all of the parties hereto.

         7.02 Waiver of Compliance;  Consents.  Except as otherwise  provided in
this Agreement, any failure of any of the parties to comply with any obligation,
covenant,  agreement or  condition  herein may be waived by the party or parties
entitled to the  benefits  thereof  only by a written  instrument  signed by the
party  granting  such  waiver,  but such waiver or failure to insist upon strict
compliance  with such  obligation,  covenant,  agreement or condition  shall not
operate as a waiver of, or estoppel  with  respect to, any  subsequent  or other
failure.  Whenever this Agreement requires or permits consent by or on behalf of
any party hereto,  such consent shall be given in writing in a manner consistent
with the  requirements  for a waiver of  compliance as set forth in this Section
7.02.

         7.03  No  Third  Party  Beneficiaries.   Except  as  provided  in  this
Agreement,  nothing in this Agreement shall confer any rights upon any person or
entity  which  is not a  party  or a  permitted  assignee  of a  party  to  this
Agreement.

         7.04  Notices.  All  notices,   requests,  claims,  demands  and  other
communications  hereunder  shall be in writing  and shall be deemed to have been
duly given when  delivered  in person,  by cable,  telegram or telex,  telecopy,

                                       12
                                      -63-
<PAGE>

courier,  express mail delivery  service,  or by  registered  or certified  mail
(postage  prepaid,  return  receipt  requested)  to the  respective  parties  as
follows:

         (a)      if to Sellers, Kennedy, Brown or the Company, to:

                  Ms. Marcia C. Kennedy
                  P.O. Box 270746
                  Houston, TX  77277

                  With a copy to:

                  Looper, Reed, Mark & McGraw
                  1300 Post Oak Blvd, Suite 2000
                  Houston, Texas 77056
                  Attn: Robert James

         (b)      if to Buyer or DTN, to:

                  Data Transmission Network Corporation
                  9110 West Dodge Road, Suite 200
                  Omaha, Nebraska  68114
                  Attn: Charles R. Wood, Sr. Vice President

                  with a copy to:

                  Abrahams Kaslow & Cassman
                  8712 West Dodge Road
                  Suite 300
                  Omaha, Nebraska  68114
                  Attn: R. Craig Fry

or to such  other  address  as the  person  to whom  notice  is  given  may have
previously  furnished  to the others in  writing  in the manner set forth  above
(provided  that  notice of any change of address  shall be  effective  only upon
receipt thereof).

         7.05 Assignment.  This Agreement and all of the provisions hereof shall
be  binding  upon and  inure to the  benefit  of the  parties  hereto  and their
respective  successors and permitted assigns.  Neither this Agreement nor any of
the rights,  interests or obligations  hereunder  shall be assigned by any party
hereto without the prior written consent of the other parties.

         7.06 Governing Law. This Agreement  shall be governed by the law of the
State of Nebraska as to all matters,  including,  but not limited to, matters of
validity,  construction,  effect, performance and remedies without giving effect
to the principles of choice of law thereof.

         7.07  Counterparts.  This  Agreement  may be  executed  in two or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

                                       13
                                      -64-
<PAGE>

         7.08 Interpretation. The article and section headings contained in this
Agreement are solely for the purpose of reference, are not part of the agreement
of the parties and shall not in any way affect the meaning or  interpretation of
this Agreement.

         7.09 Entire  Agreement.  This Agreement,  including the Exhibits hereto
and the documents,  schedules,  certificates and instruments  referred to herein
embodies the entire agreement and understanding of the parties hereto in respect
of the transactions  contemplated by this Agreement.  There are no restrictions,
promises,  representations,  warranties,  covenants or undertakings,  other than
those  expressly  set forth or  referred to herein or  therein.  This  Agreement
supersedes  all prior  agreements  and  understandings  between the parties with
respect to such transactions.

         7.10   Certain Definitions.

         (a) An "affiliate" of a person shall mean any person which, directly or
indirectly,  controls,  is controlled by, or is under common control with,  such
person.

         (b) The term "control" (including,  with correlative meaning, the terms
"controlled  by" and "under common control  with"),  as used with respect to any
person, means the possession,  directly or indirectly, of the power to direct or
cause the  direction of the  management  and  policies of such  person,  whether
through the ownership of voting securities or by contract or otherwise.

         (c)  The  term  "person"  shall  mean  and  include  an  individual,  a
partnership,  a limited liability  company,  a joint venture,  a corporation,  a
trust,  an  unincorporated  organization  and a government or any  department or
agency thereof.

         (d)  The term "day" shall mean a calendar day unless otherwise stated.

         (e) The term  "subsidiary"  when used in  reference to any other person
shall mean any  corporation  of which  outstanding  securities  having  ordinary
voting power to elect a majority of the Board of  Directors of such  corporation
are owned directly or indirectly by such other person.

         (f) Whenever any representation or warranty contained in this Agreement
is qualified by reference to the  knowledge,  information  or belief of a party,
such party confirms that it has made due and diligent  inquiry as to the matters
that are the subject of such representation and warranty.

         IN WITNESS  WHEREOF,  the parties  hereto have  signed,  or caused this
Agreement to be signed by their respective representatives,  as the case may be,
as of the date first above written.

                                   DTN ACQUISITION INC., a Nebraska corporation,
                                   Buyer

                                   By:/s/ Greg T. Sloma
                                      -------------------------------
                                      Greg T. Sloma
                                   Title:President & COO



                                   DATA  TRANSMISSION  NETWORK
                                   CORPORATION, a Delaware corporation


                                   By: /s/ Greg T. Sloma
                                       ------------------------------
                                       Greg T. Sloma
                                   Title:President & COO



                                   ASSET GROWTH CORPORATION.,
                                   a Delaware corporation

                                   /s/ Marcia C. Kennedy
                                   ----------------------------------------
                                   Marcia C. Kennedy, as Seller and Individually


                                   /s/ Scott L. Brown
                                   ----------------------------------------
                                   Scott L. Brown, as Seller and Individually



                                       14
                                      -65-
<PAGE>


                                   SCHEDULE 1

                                    Number of                  Percentage of
Name of Seller                    Shares Owned              Cash Purchase Price
--------------------------------------------------------------------------------
Marcia C. Kennedy                    100,000                     33 1/3 %

Scott L. Brown                       200,000                     66 2/3 %
                                    --------                    ----------

         TOTALS                      300,000                      100%

                                       15
                                      -66-
<PAGE>



                               DISCLOSURE SCHEDULE

None.

                                       16
                                      -67-