PURCHASE AGREEMENT

         THIS  PURCHASE  AGREEMENT  is made and  entered  into  this 14th day of
January,  1999, by and among Waterman  Associates,  Inc., a Delaware corporation
("Seller"),  Data  Transmission  Network  Corporation,  a  Delaware  corporation
("Buyer"),  and Thomas L. Waterman,  an individual  ("Stockholder"),  and Louise
Waterman, the spouse of Stockholder ("Spouse").

                                    RECITALS:

         A. Seller is engaged in the business of creating, assembling, marketing
and  distributing  information  with  respect  to the  gas and  electric  energy
industries (the "Business").

         B. Seller desires to sell substantially all of the assets used by it in
the conduct of the Business, and Buyer desires to acquire such assets.

         C. Stockholder, as the owner of all of the issued and outstanding stock
of  Seller,  joins  in  this  Agreement  to  confirm  certain   representations,
warranties and agreements of Seller herein and to indemnify  Buyer in connection
with certain matters.

         In  consideration  of the mutual  covenants  and  agreements  set forth
herein,  and  for  other  good  and  valuable   consideration  the  receipt  and
sufficiency of which are hereby  acknowledged,  Seller,  Stockholder  and Buyer,
intending to be legally bound, agree as follows:

         1. Purchase and Sale. Buyer agrees to purchase from Seller,  and Seller
agrees to sell to  Buyer,  the  following  assets of the  Business  (except  the
Excluded Assets as defined at the end of this Paragraph 1), to-wit:

         (a)   All of Seller's motor vehicles, equipment,  inventory,  supplies,
               furniture,  trade fixtures,  leasehold improvements,  promotional
               materials,  and  other  tangible  personal  property  used in the
               conduct of the  Business,  including but not limited to the items
               listed on Schedule 1 attached hereto and  incorporated  herein by
               this reference;

         (b)   All of Seller's  intangible  property used in the Business to the
               extent   assignable,   including   but  not  limited  to  rights,
               privileges,   benefits  and   interests   under  all   contracts,
               agreements,  consents and  licenses;  computer  software  used or
               useful in the Business (including but not limited to the software
               listed on Schedule 1 attached hereto); permits or certificates of
               occupancy;  agreements,  leases and arrangements  with respect to
               intangible or tangible property or interests therein;  copyrights
               and  trademarks;  agreements  with suppliers and  customers;  and
               Seller's  rights in and to the trade names "Btu" and "Natural Gas
               Publications, Inc.";

         (c)   All of  Seller's  prepaid  items,  and  unbilled  costs  and fees
               related to the Business;

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<PAGE>

         (d)   All of Seller's  information,  files,  records,  data, plans, and
               recorded  knowledge,   including  customer  and  supplier  lists,
               related to the Business and similar or related data; and

         (e)   All of  Seller's  goodwill  pertaining  to or arising  out of the
               Business.

The term  "Excluded  Assets"  means (i) any records not relating to the Business
and all corporate, accounting and tax records relating to the Business, (ii) all
of Seller's cash and cash equivalents, in hand or in bank accounts, and Seller's
accounts receivable, and (iii) Seller's rights under this Agreement.

         2. Purchase Price. Buyer agrees to pay, and Seller agrees to accept, as
the entire  aggregate  purchase price for the assets of Seller being acquired by
Buyer pursuant to Paragraph 1, the sum of $350,000  (hereinafter  referred to as
the "Purchase  Price").  The Purchase  Price shall be paid by Buyer to Seller in
cash upon the  execution of this  Agreement,  which  payment may include  checks
payable to the order of Seller and the  holders of liens or  security  interests
perfected  in the  assets  being sold  pursuant  to this  Agreement,  in amounts
agreeable to Seller and Buyer. In the event Stockholder  voluntarily  terminates
his  employment  with Buyer or such  employment is terminated by Buyer for cause
within five years of the date of this Agreement,  Seller, Stockholder and Spouse
jointly  and  severally  agree  to pay to  Buyer a refund  of a  portion  of the
Purchase  Price equal to the product of  multiplying  $5,833.33 by the number of
full  calendar  months in such  5-year  period  following  such  termination  of
employment.

         3. Assumption of Liabilities. Buyer shall assume, agree to perform, and
discharge  when  due  only  those  obligations  of  Seller  arising  out  of the
contracts,  leases and agreements listed on Schedules 7(j) and 7(k) which are or
become  assignable  with  respect to the period  from and after the date of this
Agreement or the date such contract,  lease or agreement becomes assignable,  as
the case may be (the Assumed  Liabilities").  Seller and Buyer agree that, other
than the Assumed  Liabilities,  Buyer does not agree to assume and shall have no
responsibility  for any of the debts,  obligations or liabilities of Seller (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
               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 date of this  Agreement 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.

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                                      -32-
<PAGE>

         (c)   Any  trade  account  payable  or note  payable  of  Seller or any
               contract   obligation   of  Seller   (other   than  the   Assumed
               Liabilities)  whether  incurred prior to, at or subsequent to the
               date of this Agreement.

         (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 date of this Agreement.

         (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 Buyer.

         4.  Transfer  Documents.   Concurrently  with  the  execution  of  this
Agreement, Seller shall sell, transfer, assign, convey, and deliver to Buyer the
assets referred to in Paragraph 1 by duly executed titles, warranty bill of sale
and assignment,  and other good and sufficient  instruments of sale, assignment,
conveyance and transfer as shall be required to effectively vest in Buyer all of
Seller's right, title, and interest in and to such assets, free and clear of all
liens,  encumbrances,  security interests,  actions,  claims and equities of any
kind  whatsoever,  following the closing.  Seller agrees to take such actions as
may be necessary to make available for use by Buyer where  appropriate the trade
names  "Btu" and  "Natural  Gas  Publications,  Inc." Buyer shall be entitled to
possession of such assets upon the execution of this Agreement.

         5.  Additional  Documents.  Concurrently  with  the  execution  of this
Agreement,  Seller shall cause its legal counsel to execute and deliver to Buyer
the opinion of such counsel in the form of Exhibit "A" hereto. Concurrently with
the  execution  of this  Agreement,  Stockholder  and Buyer  shall enter into an
employment agreement in the form of Exhibit B hereto.

         6. Obligations to Employees. Seller agrees that it shall be responsible
for any obligations to any of its employees which  heretofore may have arisen or
hereafter  may arise by  reason  of any  services  rendered  by such  employees,
including  but not  limited  to  salaries,  bonuses,  vacation  pay,  retirement
benefits, and other fringe benefits; and Seller hereby agrees to pay all of such
obligations directly to the employees involved when due. Seller agrees timely to
pay  all  payroll  tax,  withholding,  and  unemployment  compensation  payments
required to be made with respect to the  compensation  of such  employees and to
hold Buyer  harmless  therefrom.  Seller shall furnish to Buyer such evidence of
Seller's  compliance  with the provisions of this paragraph as Buyer  reasonably
may request from time to time.

         7.  Representations and Warranties.  Seller and Stockholder jointly and
severally warrant, represent and covenant to and with Buyer:

         (a)   That  Seller has full right and  lawful  authority  to enter into
               this  Agreement and to sell the items of personal  property to be
               acquired  by Buyer  pursuant  to this  Agreement;  that  Seller's

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                                      -33-
<PAGE>

               performance  of its  obligations  under this  Agreement  will not
               violate  any  agreement,   document,   trust   (constructive   or
               otherwise),  order, judgment or decree to which Seller is a party
               or by  which  it is  bound;  and  that,  upon  the  transfer  and
               assignment of such property to Buyer as  hereinbefore  mentioned,
               Buyer will acquire good and merchantable title thereto,  free and
               clear of any liens,  encumbrances,  security interests,  actions,
               claims, and equities of any kind whatsoever.

         (b)   That  Seller  is the  sole and  lawful  owner of and has good and
               marketable  title to all of the items of personal  property to be
               acquired by Buyer pursuant to this  Agreement,  free and clear of
               any liens, encumbrances, security interests, actions, claims, and
               equities of any kind whatsoever.

         (c)   All material items of tangible  personal  property to be acquired
               by  Buyer  pursuant  to  this  Agreement  are in  good  operating
               condition, subject to normal wear.

         (d)   That  there  are  no  suits,   arbitrations  or  other  legal  or
               governmental  proceedings  pending or threatened  against  Seller
               which might conceivably affect the title to the items of personal
               property to be acquired by Buyer pursuant to this Agreement.

         (e)   That Seller has duly and timely  filed all  federal,  state,  and
               local tax returns of every kind  whatsoever  required to be filed
               on or before the date of this  Agreement and has paid in full the
               tax liability shown on such returns;  that no unpaid deficiencies
               are in existence  which have been asserted  against Seller by any
               official or agency as a result of the filing of such returns; and
               that there is not now pending any examination with respect to any
               such  returns nor does Seller know of any  impending  examination
               with respect to any such returns.

         (f)   That promptly after the date of this  Agreement  Seller shall pay
               all sales and use taxes imposed on or  collectible  by Seller and
               shall furnish to Buyer  evidence  that all of Seller's  sales and
               use taxes have been paid.

         (g)   The property to be acquired by Buyer  pursuant to this  Agreement
               includes all rights and property  necessary to the conduct of the
               Business  by Buyer in the  manner it is  presently  conducted  by
               Seller  and  no  property   excluded  from   Paragraph  1  hereof
               constitutes property or rights material to the Business.

         (h)   There is no fact,  development,  or threatened  development  with
               respect to the markets, products,  customers, vendors, suppliers,
               operations,  assets or prospects of the Business  which are known
               to Seller which would  materially  adversely affect the business,
               operations  or prospects of the Business  considered  as a whole,
               other than such  conditions  as may affect as a whole the economy
               generally.

         (i)   The financial  statements of Seller furnished to Buyer fairly and
               accurately represent the financial operations of the Business for
               the periods covered thereby.

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<PAGE>

         (j)   That Seller has listed on Schedule 7(j) all of Seller's contracts
               (oral or written)  with  customers and suppliers of the Business;
               Seller has no other  contracts  (oral or written) with  customers
               and  suppliers  of the  Business.  Seller has  delivered to Buyer
               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 to Buyer,  except as otherwise noted on Schedule 7(j).
               Seller  has not  received  any  notices  from  any  customers  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 Buyer or on Schedule  7(j),  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  customers  of
               the  Business  plan to  cancel  or reduce  the  volume  under any
               customer contracts.

         (k)   That  Schedule  7(k)  contains a complete list of all of Seller's
               contracts  (oral and written)  relating to the Business,  if any,
               other than the contracts with  customers and suppliers  listed on
               Schedule  7(j).  Seller has delivered to Buyer 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,  except as  otherwise  noted on Schedule  7(k),  and,
               except  as  reflected  in the  copies  delivered  to  Buyer or on
               Schedule  7(k),  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.

         8.  Indemnification.  Seller and the Stockholder  jointly and severally
agree to  indemnify  Buyer  and to hold  Buyer  harmless  from any and all loss,
damage, cost, or expense incurred or sustained by Buyer by reason of the failure
of any warranty or representation contained in this Agreement to be true or as a
result of Seller's  failure to abide by any  covenant or  agreement  on its part
contained in this Agreement.

         9. Bulk Sales.  Seller has taken any and all actions required under the
bulk  sales  laws  of the  State  of  New  Jersey,  if  any,  applicable  to the
transactions  contemplated  by this  Agreement and will satisfy on or before the
date of this Agreement (or make  arrangements  satisfactory to Buyer in its sole
discretion to satisfy) all creditor claims, excluding Assumed Liabilities.

         10. Survival.  The  representations,  warranties,  and covenants on the
part of Seller and/or Stockholder  contained in this Agreement shall survive the
closing of this Agreement and shall be binding upon Seller and the  Stockholders
and their heirs, legal representatives, successors and assigns.

         11. Payment of Liabilities.  Following the closing, Seller shall pay as
promptly as possible any and all  liabilities of Seller  existing on the date of
this Agreement and to hold Buyer harmless therefrom. Buyer and Seller agree that
Buyer is not  assuming  and shall have no  responsibility  for any of the debts,
obligations,  or  liabilities  of  Seller,  including  but  not  limited  to any

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                                      -35-
<PAGE>

liabilities or  obligations  of Seller  (whether  fixed,  absolute,  contingent,
known,  unknown,  direct,  indirect,  or otherwise)  whether incurred or accrued
before  or after  the date of this  Agreement,  which in any way  relate  to the
performance or non-performance of, or any other liability or obligation relating
to any service or product furnished or sold by Seller prior to or after the date
of this Agreement, and Seller hereby agrees to hold Buyer harmless from any cost
or  expense  arising  out of or  relating  to any such  debts,  obligations,  or
liabilities;  provided,  however, such indemnification by Seller does not extend
to any Assumed Liabilities.

         12. Transfer Taxes.  Seller shall pay all sales and other similar taxes
imposed on or  collectible  by Seller or Buyer by reason of the  transfer of the
property being acquired by Buyer pursuant to this Agreement.

         13. Noncompete.  For a period of three (3) years after the date of this
Agreement,  neither  Seller,  Stockholder  or any  of  their  affiliates  shall,
directly or indirectly, whether as a shareholder, partner or investor possessing
any  ownership  interest,  or  as  principal,   agent,   employee,   proprietor,
independent  contractor,  consultant,  information  provider  or  in  any  other
capacity:

         (a)   Solicit for itself or himself or others,  or advise or  recommend
               to any  other  person  that  such  person  solicit,  any  current
               customer of the Business, for the purpose of competing with Buyer
               in the Business.

         (b)   Employ,  solicit for  employment,  or advise or  recommend to any
               other person that such person  solicit for  employment  or employ
               any person employed by or under contract with Buyer.

If any court having  jurisdiction  at any time hereafter  shall hold any of such
restrictive  covenants  to be  unenforceable  or  unreasonable  as to its scope,
territory,  or period of time,  and such court in its  judgment or decree  shall
declare or determine  the scope,  territory,  or period of time which such court
deems to be  reasonable,  then such scope,  territory or period of time,  as the
case may be, shall be deemed automatically to have been reduced to that declared
or determined to be reasonable by such court.  Notwithstanding the foregoing, if
any clause or  provision of this  paragraph  shall be  unenforceable,  then such
clause or provision shall be deemed to be deleted from this paragraph, but every
other  clause and  provision  shall  continue  in full force and  effect.  These
covenants are an integral part of the asset purchase transaction contemplated by
this  Agreement  and Buyer would not have  entered  into this  Agreement  in the
absence  of  such  covenants.   Seller  and  Stockholder  acknowledge  that  the
agreements  contained in this  paragraph are reasonable and necessary to protect
the Business being purchased by Buyer and that any breach thereof will result in
irreparable  injury  to Buyer for which  Buyer  has no  adequate  remedy at law.
Seller  and  Stockholder  therefore  agree  that,  in the  event  either of them
breaches  any of the  agreements  contained  in this  paragraph,  Buyer shall be
authorized and entitled to seek from any court of competent  jurisdiction  (i) a
temporary  restraining order, (ii) preliminary and permanent  injunctive relief,
(iii) an  equitable  accounting  of all profits or benefits  arising out of such
breach, and (iv) direct,  incidental,  and consequential  damages resulting from
such breach.  Such rights or remedies shall be cumulative and in addition to all
other rights or remedies to which Buyer may be entitled.

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                                      -36-
<PAGE>

         14. Entire Agreement. This document constitutes the entire agreement of
the parties with respect to the subject  matter  hereof and may not be modified,
amended, or terminated except by a written agreement  specifically  referring to
this Agreement and signed by all of the parties hereto.

         15. Binding  Agreement.  This Agreement shall be binding upon and inure
to the  benefit  of  the  parties  hereto  and  their  respective  heirs,  legal
representatives, successors and assigns.

         16. Further  Instruments.  The parties hereto shall execute and deliver
such additional  instruments and documents as may be reasonably requested by any
of them in order to carry out the purposes and intent of this  Agreement  and to
fulfill their respective obligations.

         17.  Further  Actions.  Seller agrees to take such actions from time to
time as may in the  reasonable  judgment of Buyer or its counsel be necessary or
advisable to confirm the title of Buyer to any of the items of property acquired
by Buyer from Seller pursuant to this Agreement.

         18. Governing Law. This agreement shall be construed in accordance with
the laws of the State of Nebraska.

         19.  Severability.  In the  event  that  one or more of the  provisions
contained in this  Agreement  shall for any reason be held  invalid,  illegal or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall not affect any of the other provisions contained in this Agreement,  which
provisions shall remain in full force and effect.

         20.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts and by the different parties hereto in separate counterparts,  each
of which shall be deemed an original but all of which together shall  constitute
one and the same instrument.

         21.  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.

         22.  Spouse  Guaranty.   Spouse  shall  guarantee  all  obligations  of
Stockholder   under  this  Agreement  and  any  ancillary   agreement  and  such
obligations shall be the primary liability of Spouse, not secondary liability.

         23.  Nonassignable  Rights.  Seller and Stockholder  agree to use their
best  efforts  after  closing to obtain the consent of the other  parties to the
contracts  listed on Schedules  7(j) and (k) which are  nonassignable.  Anything
contained  herein to the  contrary  notwithstanding,  this  Agreement  shall not
constitute an agreement to assign any contract,  order,  commitment,  license or
right if an assignment or attempted  assignment  thereof  without the consent of
the other party thereto would constitute a breach thereof or in any material way
affect the rights of Seller  thereunder  or  hereunder  unless  such  consent is
obtained.  If any such consent is not  obtained,  or if an attempted  assignment
would be ineffective and would materially affect Seller's rights thereunder,  so

                                       7
                                      -37-
<PAGE>

that Buyer would not in fact  receive  all such  rights,  the  parties  agree to
cooperate in any reasonable arrangement designed to assure that Buyer shall have
all the benefits, rights,  obligations and duties under such contracts,  orders,
commitments,  licenses and rights,  without further  consideration being paid by
Buyer.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

                                      DATA TRANSMISSION NETWORK
                                      CORPORATION, a Delaware corporation


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


                                      WATERMAN ASSOCIATES, INC., a Delaware
                                      corporation


                                      By:/s/ Thomas L. Waterman
                                         ---------------------------
                                         Thomas L. Waterman, President


                                      By: /s/ Louise Waterman
                                          ----------------------------
                                          Louise Waterman

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<PAGE>

                                   EXHIBIT "A"

                                January __, 1999

Data Transmission Network Corporation
9110 West Dodge Road, Suite 200
Omaha, NE 68114

ATTN:    Greg T. Sloma, President

Dear Sir:

         I have acted as  corporate  counsel for  Waterman  Associates,  Inc., a
Delaware   corporation   (the   "Company")  in  connection   with  the  sale  of
substantially  all of the  Company's  assets  pursuant to the  provisions of the
Purchase Agreement dated January ___, 1999, (the "Agreement"),  by and among the
Company,   its  sole  shareholder,   the  sole  shareholder's  spouse  and  Data
Transmission  Network Corporation (the "Buyer").  This opinion is being rendered
to you pursuant to Paragraph 5 of the Agreement.  Capitalized  terms used herein
and not  otherwise  defined shall have the same meaning give to such terms as in
the Agreement.

         In connection with this opinion,  I have examined  originals or copies,
certified  or  otherwise  identified  to my  satisfaction,  of  such  documents,
corporate records, certificates, including certificates of public officials, and
other instruments that I have deemed necessary or advisable for purposes of this
opinion,  including those relating to the authorization,  execution and delivery
of the Agreement.  Without  limitation,  I reviewed the following  documents and
agreements:

         (i)   the Agreement;

         (ii)  the Certificate of  Incorporation  of the Company as certified by
               the Secretary of State of the State of Delaware (the "Charter");

         (iii) the Bylaws of the  Company as adopted by the  Company on April 1,
               1993, and certified by the  President/Secretary of the Company on
               December 28, 1998 (the "Bylaws");

         (iv)  the Bill of  Sale,  Assignment  and  Assumption  Agreement  dated
               January  ____,  1999,  executed by the Company and the Buyer (the
               "Bill of Sale"); and

         (iv)  actions taken by the  shareholders  and Board of Directors of the
               Company  to  authorize  the  transactions   contemplated  by  the
               Agreement.

         In such  examination and review,  I have assumed the genuineness of all
signatures,  the legal  capacity of natural  persons,  the  authenticity  of all
documents submitted to us as originals,  the conformity to original documents of
all  documents  submitted  to us as  certified  or  photostatic  copies  and the
authenticity  of the originals of such copies.  As to any facts  material to the

                                       9
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<PAGE>

opinions hereafter expressed which I did not independently  establish or verify,
I  have  relied  without   investigation  upon   certificates,   statements  and
representations  of  representatives  of the  Company.  During  the course of my
discussions with such  representatives  and my review of the documents described
above in  connection  with the  preparation  of these  opinions,  no facts  were
disclosed to me that caused me to conclude that any such certificate,  statement
or representation is untrue. In making my examination of the documents  executed
by entities  other than the Company,  I have assumed that each such other entity
had the power to enter into and perform all its  obligations  thereunder and the
due  authorization  of, and the due execution and delivery of, such documents by
each such entity.

         As  used  in  this  opinion,  the  expression  "to my  knowledge"  with
reference to matters of facts means that after an examination of documents in my
files and  considering  my actual  knowledge of legal matters I have handled for
the Company, without independent investigation or inquiry as to factual matters,
but not including any constructive or imputed notice of any information,  I find
no reason to believe that the opinions expressed herein are factually incorrect.
Beyond that, I have made no independent factual investigation for the purpose of
rendering an opinion with respect to such matters.

         Based upon and  subject to the  foregoing  and  subject to the  further
assumptions,  limitations,  qualifications and exceptions set forth herein, I am
of the opinion that:

         1. The Company is a corporation duly organized, validly existing and in
good  standing  under the laws of the State of  Delaware.  The  Company  has the
corporate  power and  authority  required to conduct the Business and to own and
use the  properties  currently  owned  and used by it.  The  Company  is in good
standing with the State of New Jersey, its state of operation.

         2. The Company has the corporate power and the authority to execute and
deliver the Agreement and to perform its respective obligations thereunder.  The
execution  and delivery of the Agreement by the Company and the  performance  of
its  obligations  thereunder  have  been  duly  and  validly  authorized  by all
necessary   corporate  action  on  the  part  of  the  Board  of  Directors  and
stockholders  of the Company.  The Agreement has been duly and validly  executed
and  delivered  by the  Company  and  constitutes  a legal,  valid  and  binding
obligation of the Company,  enforceable in accordance with its terms, subject to
the   effect  of  (i)   applicable   bankruptcy,   insolvency,   reorganization,
arrangement,  moratorium,  fraudulent  conveyance  and  other  similar  laws  or
judicial  decisions  affecting the validity and enforcement of creditors' rights
generally  and (ii) the  discretion  of any court of competent  jurisdiction  in
awarding equitable remedies, including without limitation,  specific performance
or injunctive relief, and the effect of general principles of equity embodied in
New Jersey statutes and common law.

         3.  Neither  the  execution  and  delivery  of the  Agreement  nor  the
consummation of the  transactions  contemplated  thereby,  (i) conflicts with or
violates any provision of the Charter or Bylaws, (ii) to my knowledge,  requires
on the part of the Company any filing with, or permit, authorization, consent or
approval  of, any  federal  or state  governmental  agency or entity,  except as
specified in the Agreement,  (iii) to my knowledge  conflicts with, results in a
breach  of,  constitutes  (with or  without  notice  or lapse of time or both) a

                                       10
                                      -40-
<PAGE>

default  under,  or requires any notice,  consent or waiver under any  contract,
lease, license, franchise, permit, indenture, agreement or mortgage for borrowed
money or other agreement to which the Company is a party or by which the Company
is bound or to which any of its assets is subject, (iv) to my knowledge violates
any statute,  rule or  regulation,  or (v) to my knowledge,  violates any order,
writ, injunction,  decree, statute, rule or regulation applicable to the Company
or any properties or assets of the Company.

         4. To my knowledge,  the Company (i) is not subject to any  unsatisfied
judgment, order, decree, stipulation or injunction and (ii) is not a party to or
threatened  to be made a  party  to any  complaint,  action,  suit,  proceeding,
hearing or investigation of any court or  administrative  agency of any federal,
state, local or foreign jurisdiction or before any arbitrator.

         5. To my knowledge, all authorizations, consents and approvals, if any,
of all federal,  state and local governmental  agencies and entities required in
order to  permit  consummation  by the  Company  of its  obligations  under  the
Agreement have been obtained.

         6.  Assuming  payment of the Purchase  Price by the Buyer,  the Bill of
Sale is sufficient to transfer all of the Company's right, title and interest in
the  properties  and  assets  of the  Company  to be  acquired  by the  Buyer as
contemplated by the Agreement.

         This opinion relates solely to the laws of the State of New Jersey, the
corporate  laws of the State of  Delaware  and  applicable  federal  laws of the
United  States,  and I  express  no  opinion  with  respect  to  the  effect  or
applicability  of the laws of other  jurisdictions.  I have  assumed that and my
opinions  expressed in paragraph 2 above are based upon my  assumption  that the
internal  laws of the State of New Jersey,  the  corporate  laws of the State of
Delaware and federal laws, as applicable, govern the provisions of the Agreement
and the transactions contemplated thereby.

         I am opining only as to the matters  expressly  set forth herein and no
opinion should be inferred as to other matters.  The opinions  expressed  herein
are  furnished  by me, as counsel for the  Company,  solely for your  benefit in
connection  with the  transactions  contemplated  by the  Agreement and upon the
understanding  that I am not assuming any  responsibility to any other person or
entity  whatsoever.  This  opinion may not be quoted or relied upon by any other
person or entity or used for any other purpose without my written consent.  This
opinion is rendered as of the date hereof and I do not  undertake  to advise you
of  matters  which  occur  subsequent  to the date  hereof  and that  affect the
opinions expressed herein.

                                                      Sincerely,



                                                      Frank C. Capozza, Esq.
                                                      A Professional Corporation


                                       11
                                      -41-
<PAGE>



                                   EXHIBIT "B"

                              EMPLOYMENT AGREEMENT

         This Employment  Agreement is made and entered into as of the _____ day
of  ____________,  199__,  between DATA  TRANSMISSION  NETWORK  CORPORATION (the
"Company"), a Delaware corporation, and THOMAS L. WATERMAN (the "Employee").

                                                        * * *
         WHEREAS, the Company desires to employ the Employee; and

         WHEREAS, the Employee desires to accept such employment.

         NOW,  THEREFORE,  in  consideration  of the foregoing  recitals and the
respective  covenants and agreements of the parties  contained in this document,
the Company and the Employee agree as follows:

         1.  Employment and Duties.  The Company hereby employs the Employee for
work in connection with the natural gas and electrical  product offerings by the
Company (the "Products") with such duties and  responsibilities  as the Board of
Directors of the Company (the  "Board") or a person (other than the Employee) so
authorized by the Board from time to time may assign to the Employee.

         2. Term.  The term of this  agreement  shall  begin on the date of this
agreement and shall continue  thereafter for a period of ten (10) years,  unless
terminated earlier in accordance with this agreement.  The Employee shall remain
an employee  at-will.  Either the  Employee or the  Company  may  terminate  the
employment  relationship at any time, with or without any reason, subject to the
other  provisions  of this  agreement.  Each party shall provide the other party
with sixty (60) days advance written notice of his or its intention to terminate
this agreement,  except in the event of the termination of Employee's employment
pursuant to any of the first three sentences of Section 11 of this agreement.

         3. Place of Employment. During the term of this agreement, the Employee
will perform his duties at the Company's offices in Red Bank, New Jersey, and he
will not be required to relocate or transfer his principal  residence during the
term of this agreement.

         4.  Base  Salary.  For all  services  to be  rendered  by the  Employee
pursuant to this  agreement,  the Company agrees to pay the Employee  during the
term of this  agreement a base  salary (the "Base  Salary") at an annual rate of
$100,000  through  December  31,  1999,  and at an annual  rate of not less than
$100,000  after  December  31, 1999;  provided,  that the Base Salary as then in
effect  shall be  increased  as of  January 1 of each  calendar  year after 1999
during  the term of this  agreement  by at least  the same  percentage  that the
United States Department of Labor Consumer Price Index (All Items) for All Urban
Consumers,  1982-84=100  ("CPI-U") for the November  immediately  preceding such
January 1 increased over the CPI-U for the November one year earlier.  The Board
shall review the Base Salary at least  annually  for the purpose of  determining
whether a Base  Salary  increase  greater  than such  CPI-U  increase  should be

                                       12
                                      -42-
<PAGE>

granted to the Employee for a particular  12-month period. The Employee's annual
incentive  bonus  provided  for in  Section  5 and all  other  compensation  and
benefits  to which the  Employee  is or may  become  entitled  pursuant  to this
agreement shall be in addition to the Base Salary. The Base Salary shall be paid
in periodic  installments  in  accordance  with the  Company's  regular  payroll
practices.

         5. Annual  Incentive  Bonus.  In addition to the Employee's Base Salary
and any other benefits to which the Employee is entitled  under this  agreement,
the Employee  also shall be entitled to receive an annual  incentive  bonus (the
"Bonus")  from the Company of one percent  (1%) of the amount,  if any, by which
the revenues  received  from the Products by the Company for such  calendar year
(which  revenues will  represent only the portion of the revenues of the DTNergy
division  of the  Company  directly  attributable  to the  Products)  exceed the
revenues  from the Products for the calendar year ended  December 31, 1998.  The
Bonus shall be paid to the Employee for each full  calendar year during the term
of this  agreement  promptly  after the revenues from the Products for such year
have been computed by the Company.

         6. Expenses.  During the term of this agreement,  the Employee shall be
entitled to prompt  reimbursement by the Company of all reasonable  ordinary and
necessary travel, entertainment, and other expenses incurred by the Employee (in
accordance  with the policies and procedures  established by the Company for its
employees)  in the  performance  of his duties and  responsibilities  under this
agreement;  provided, that the Employee shall properly account for such expenses
in accordance with Company policies and procedures.

         7. Other  Benefits.  During the term of this  agreement,  the  Employee
shall be entitled to all of the fringe  benefits which are provided to employees
of the Company generally (such as but not limited to the Company's 401(k) plan),
but  excluding  the Company's  discretionary  bonus plan,  stock option plan and
similar programs.

         8.  Vacations  and  Holidays.  The  Employee  shall be entitled to paid
vacations and holidays in accordance with the Company's  policies in effect from
time to time for comparable employees.

         9. Other Activities. The Employee shall devote substantially all of his
working  time and efforts  during the  Company's  normal  business  hours to the
business affairs of the Company and to the diligent and faithful  performance of
the duties and  responsibilities  assigned to him  pursuant  to this  agreement,
except for vacations and holidays.

         10.  Nondisclosure.  During the term of this agreement and  thereafter,
the  Employee  shall not,  without the prior  written  consent of the Board or a
person (other than the Employee) so authorized by the Board, disclose or use for
any purpose (except in the course of his employment  under this agreement and in
furtherance  of the  business  of the  Company or any of its  subsidiaries)  any
confidential  information,  trade secrets, or proprietary data of the Company or
any  of  its  subsidiaries  (collectively,   for  purposes  of  this  agreement,
"Confidential  Information");  provided,  however, that Confidential Information
shall  not  include  any  information  then  known  generally  to the  public or
ascertainable  from public or published  information  (other than as a result of

                                       13
                                      -43-
<PAGE>

unauthorized  disclosure  by the  Employee)  or any  information  of a type  not
otherwise  considered  confidential by persons engaged in the same business or a
business  similar to that conducted by the Company or its  subsidiaries,  as the
case may be.

         11. Termination.  The Employee's  employment under this agreement shall
terminate  upon his  death.  If the  Employee  becomes  incapable  by  reason of
physical  injury,  disease,  or mental illness of  substantially  performing his
duties  and  responsibilities  under  this  agreement  for a  period  of six (6)
continuous  months  or more,  then the  Company  may  terminate  the  Employee's
employment  under this agreement.  The Company also may terminate the Employee's
employment  under  this  agreement  for Cause;  however,  for  purposes  of this
agreement, "Cause" shall mean only (i) confession or conviction of theft, fraud,
embezzlement,  or any other  crime  involving  dishonesty  with  respect  to the
Company or any parent,  subsidiary,  or affiliate of the Company,  (ii) material
violation of the provisions of any confidentiality  agreement or non-competition
agreement in force between the Company or DTN and the Employee,  (iii)  habitual
and material  negligence by the Employee in the  performance of his duties under
or pursuant to this agreement, (iv) material non-compliance by the Employee with
his obligations  under Section 9 (after having  received  written notice thereof
and a right to cure)  or (v)  failure  of the  Employee  to abide by the  lawful
directives  of the  Board  that  are not  inconsistent  with  the  terms of this
Agreement. In the event of the termination of the Employee's employment pursuant
to any of the  first  three  sentences  of this  Section  11 or if the  Employee
voluntarily  terminates  employment  with the Company,  the Employee (or, in the
event of the  Employee's  death,  his  estate)  shall be entitled to retain that
portion of the Base Salary  earned by the Employee up to the  effective  date of
such termination, provided that during any period when the Employee is incapable
by reason of  physical  injury,  disease,  or mental  illness  of  substantially
performing his duties and responsibilities under this agreement, the Company may
subtract  from such Base Salary the amount of any  payments  which the  Employee
receives from Company-sponsored disability insurance as a reimbursement for lost
earnings or wages relating to such period.

         12. Termination Without Cause. If the Company terminates the employment
of the Employee  for any reason other than those  referred to in Section 11, the
Company shall pay the Employee, upon the effective date of such termination, the
then current  present value of all remaining  payments of Base Salary  (computed
assuming  no further  increase in the CPI-U) and  Bonuses  (computed  assuming a
Bonus each year equal to the Bonus for the year preceding the termination)  that
would  have  been  paid  hereunder  but for such  termination,  less  applicable
employee tax withholdings and deductions.  For purposes of the foregoing present
value determination,  a discount rate equal to the prime rate on corporate loans
at large U.S.  money  center  commercial  banks as quoted in the  "Money  Rates"
column of the Wall Street Journal on such  effective date shall be used.  Except
as  provided in Sections 11 and 12 of this  agreement,  the  Employee  shall not
receive  any  additional  severance  pay upon  his  termination  of  employment,
regardless of the Company's  severance policy for its employees  generally.  The
Employee  agrees to accept the payments  provided for in this Section 12 as full
and complete  liquidated damages for any breach of this agreement resulting from
the actual or constructive  termination of the Employee's  employment under this
agreement for a reason other than cause or the  Employee's  death or disability;
and the Employee  shall not have and hereby  waives and  relinquishes  any other
rights or claims in respect of such breach.

                                       14
                                      -44-
<PAGE>

         13.  Successors  and Assigns.  This agreement and all rights under this
agreement shall be binding upon,  inure to the benefit of, and be enforceable by
the  parties  hereto and their  respective  personal  or legal  representatives,
executors, administrators,  heirs, distributees, devisees, legatees, successors,
and assigns. This agreement is personal in nature, and neither of the parties to
this  agreement  shall,  without  the  written  consent of the other,  assign or
transfer this  agreement or any right or obligation  under this agreement to any
other person or entity.

         14.  Notices.  For  purposes  of  this  agreement,  notices  and  other
communications  provided  for in this  agreement  shall be deemed to be properly
given if delivered  personally or sent by United States  certified mail,  return
receipt requested, postage prepaid, addressed as follows:

         If to the Employee:               Thomas L. Waterman
                                           65 Mechanic Street
                                           Red Bank, NJ 07701

         With a Copy to:                   Frank C. Capozza
                                           A Professional Corporation
                                           1120 Market Tower
                                           10 West Market Street
                                           Indianapolis, IN 46204

         If to the Company:                Data Transmission Network Corporation
                                           9110 West Dodge Road, Suite 200
                                           Omaha, NE 68114
                                           Attn:  Greg T. Sloma, President

or to such other  address as either party may have  furnished to the other party
in  writing  in  accordance   with  this   paragraph.   Such  notices  or  other
communications shall be effective only upon receipt.

         15.  Non-Solicitation of Employees.  For a period of one (1) year after
the effective date of the  termination of the Employee's  employment  under this
agreement  for any reason,  whether  voluntarily  or  involuntarily  and with or
without  cause,  without the prior  written  consent of the Company the Employee
agrees (i) not to directly or indirectly employ, solicit for employment,  assist
any  other  person in  employing  or  soliciting  for  employment,  or advise or
recommend  to any other  person  that such other  person  employ or solicit  for
employment  any  person  who then is an  employee  of the  Company or any of the
subsidiaries  of the Company and (ii) not to recommend  to any then  employee of
the Company or any of the  subsidiaries  of the Company that such employee leave
the employ of such employer.

         16.   Post-Termination   Noncompetition.   Because   the   Confidential
Information  known to or developed by the Employee  during his employment by the
Company  encompasses  at the highest  level  information  concerning  the plans,
strategies,   services,  operations,  and  existing  and  prospective  customers
pertaining  to the  Products and could not  practically  be  disregarded  by the
Employee,  the Employee acknowledges that his provision of information and other

                                       15
                                      -45-
<PAGE>

services  to a  competitor  of the  Company  soon after the  termination  of the
Employee's  employment by the Company would inevitably  result in the use of the
Confidential  Information  by the Employee in his  performance of such services,
even if the  Employee  were to use his best  efforts  to  avoid  such use of the
Confidential  Information.  To prevent such use of the Confidential  Information
and the resulting unfair competition and wrongful  appropriation of the goodwill
and other valuable  proprietary  interests of the Company,  the Employee  agrees
that for a period of one (1) year after the termination of his employment by the
Company for any reason, whether voluntarily or involuntarily and with or without
cause, the Employee will not, directly or indirectly:

         (a)      engage, whether as an employee, agent, consultant, independent
                  contractor,  owner, partner, member,  information provider, or
                  otherwise,  in a business  activity  which then  competes in a
                  material  way with the  Products  then  being  offered  by the
                  Company;

         (b)      solicit or  recommend  to any other  person  that such  period
                  solicit any then customer of the Company,  which customer also
                  was a customer  of the  Company at any time during the one (1)
                  year  period  prior  to  the  termination  of  the  Employee's
                  employment  by the Company,  for the purpose of obtaining  the
                  business of such customer in competition with the Products; or

         (c)      induce or attempt to induce any then  customer or  prospective
                  customer  of the  Products  to  terminate  or not  commence  a
                  business relationship with the Company.

The restrictions  contained in this Section 16 are separate from the restrictive
covenants  contained  in the  Purchase  Agreement  among the  Company,  Waterman
Associates,  Inc., Louise Waterman and the Employee,  and such 1-year period may
run concurrently with the period of restriction in such Purchase Agreement.  The
Company and the Employee  acknowledge and agree that the restrictions  contained
in this Section 16 are both  reasonable  and necessary in view of the Employee's
position  with the Company and that the  Employee's  compensation  and  benefits
under this agreement are sufficient  consideration for the Employee's acceptance
of such restrictions. Nevertheless, if any of the restrictions contained in this
Section  16 are found by a court  having  jurisdiction  to be  unreasonable,  or
excessively  broad as to geographic  area or time,  or otherwise  unenforceable,
then the parties  intend that the  restrictions  contained in this Section 16 be
modified  by such  court  so as to be  reasonable  and  enforceable  and,  as so
modified by the court,  be fully enforced.  Nothing  contained in this paragraph
shall be  construed  to preclude  the  investment  by the Employee of any of his
assets in any  publicly  owned  entity so long as the  Employee has no direct or
indirect involvement in the business of such entity and owns less than 2% of the
voting equity securities of such entity.

         17. Injunctive Relief. The Employee  acknowledges that his violation of
the provisions and restrictions contained in Sections 10, 15, and 16 could cause
significant  injury to the Company for which the Company  would have no adequate
remedy  at law.  Accordingly,  the  Employee  agrees  that the  Company  will be
entitled,  in  addition  to any  other  rights  and  remedies  that  then may be
available to the Company,  to seek and obtain  injunctive  relief to prevent any
breach or potential breach of any of the provisions and  restrictions  contained
in Sections 10, 15, or 16.

                                       16
                                      -46-
<PAGE>

         18.  Miscellaneous.  No  provision of this  agreement  may be modified,
waived, or discharged unless such waiver,  modification,  or discharge is agreed
to in writing and is signed by the Employee and an officer of the Company (other
than the Employee) so authorized by the Board. No waiver by either party to this
agreement at any time of any breach by the other party of, or  compliance by the
other party with,  any condition or provision of this  agreement to be performed
by the other  party  shall be deemed to be a waiver  of  similar  or  dissimilar
provisions  or  conditions  at the same or any  prior  or  subsequent  time.  No
agreements  or  representations,  oral or  otherwise,  express or implied,  with
respect to the subject  matter of this  agreement have been made by either party
that are not expressly set forth in this agreement.

         19. Validity.  The invalidity or  unenforceability  of any provision or
provisions of this agreement shall not affect the validity or  enforceability of
any other  provision of this  agreement,  which other  provision shall remain in
full force and effect; nor shall the invalidity or unenforceability of a portion
of any provision of this agreement affect the validity or  enforceability of the
balance of such provision. The provisions of this agreement are severable.

         20.  Counterparts.  This  document  may be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  and all of which
together shall constitute a single agreement.

         21. Headings. The headings of the paragraphs contained in this document
are for  reference  purposes only and shall not in any way affect the meaning or
interpretation of any provision of this agreement.

         22.  Applicable  Law. This agreement shall be governed by and construed
in  accordance  with the internal  substantive  laws,  and not the choice of law
rules, of the State of Nebraska.

         23. Arbitration.  In the event a dispute shall arise as to the parties'
respective rights, duties and obligations under this agreement,  or in the event
of a  claim  for  breach  of  this  agreement  by  either  party  (collectively,
"Dispute"),  the parties agree to utilize arbitration as the exclusive means for
resolution  of the Dispute.  With respect to any such  Dispute,  the  arbitrator
shall be selected  and the  arbitration  conducted in  accordance  with the most
recent  Employment  Dispute   Resolution  Rules  of  the  American   Arbitration
Association.  The arbitration  proceeding shall be held in Omaha,  Nebraska,  or
such other location as may be acceptable to the parties.  The  arbitrator  shall
make  written  findings,  including  any  award,  which  shall be  signed by the
arbitrator.  The award shall be deemed final and binding  thirty (30) days after
the award is made.  The parties agree to abide by and perform any award rendered
by the  arbitrator.  The  arbitrator  shall be bound by the  provisions  of this
agreement in determining  any award.  The parties agree that the proceedings and
any decision by the arbitrator, including the amount of any award, shall be kept
confidential  and not disclosed to any person other than the parties,  witnesses
and their counsel (who also must each agree to maintain the  confidentiality  of
the proceedings and any decision). A party may enforce any award in any court of
competent jurisdiction.

                                       17
                                      -47-
<PAGE>

         IN WITNESS  WHEREOF,  the Company and the Employee  have  executed this
agreement on the day and year first above written.

                                       DATA  TRANSMISSION  NETWORK
                                       CORPORATION, a Delaware corporation



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



                                        /s/ Thomas L. Waterman
                                        ---------------------------------------
                                        Thomas L. Waterman

                                       18
                                      -48-
<PAGE>



                                   SCHEDULE 1

                             List of Certain Assets

"The reporting person agrees to furnish supplementally a copy of this omitted
schedule to the Securities and Exchange Commission upon request."

                                       19
                                      -49-
<PAGE>



                                  SCHEDULE 7(j)

                         Customer and Supplier Contracts

"The reporting person agrees to furnish supplementally a copy of this omitted
schedule to the Securities and Exchange Commission upon request."

                                       20
                                      -50-
<PAGE>




                                  SCHEDULE 7(k)

                             List of Other Contracts

Ms. Rainey Thynne (Subcontractor)

                                       21
                                      -51-