AGREEMENT REGARDING STOCK ACQUISITION

     AGREEMENT  REGARDING STOCK ACQUISITION (the "Agreement")  dated as of March
30,  1998,  by and among  DATA  TRANSMISSION  NETWORK  CORPORATION,  a  Delaware
corporation  ("Buyer"),  STEPHEN P. KAVOURAS, an individual,  and the STEPHEN P.
KAVOURAS  REVOCABLE  TRUST  UNDER  AGREEMENT  DATED  SEPTEMBER  13, 1995 and the
IRREVOCABLE  GST TRUST FOR STEPHEN P. KAVOURAS  UNDER  AGREEMENT  DATED JULY 29,
1997 (the "Trusts") (the Trusts and Stephen P. Kavouras being sometimes referred
to herein collectively as the "Principals" and individually as a "Principal").

     WHEREAS,  the Trusts are the owners,  in the  aggregate,  of 130 of the 155
5/12  issued  and  outstanding  shares  of Common  Stock of  Kavouras,  Inc.,  a
Minnesota corporation (the "Company);

     WHEREAS, Stephen P. Kavouras is a current beneficiary of each of the Trusts
and,  accordingly,  is the  beneficial  owner of a majority  of the  outstanding
shares of Common Stock of the Company;

     WHEREAS,  contemporaneously with the execution of this Agreement, Buyer and
certain of the  shareholders  of the Company  named  therein have  executed that
certain  Stock  Purchase  Agreement  dated as of even date  herewith (the "Stock
Purchase  Agreement")  and submitted such Stock Purchase  Agreement to the other
shareholders of the Company for execution (all such shareholders  being referred
to herein collectively as "Sellers"); and

     WHEREAS,  Principals  have agreed to execute this Agreement for the purpose
of  making  certain  representations,  warranties,  covenants,  agreements,  and
indemnifications  for the  benefit  of Buyer to induce  Buyer to enter  into the
Stock  Purchase  Agreement,  which  Buyer  would not do absent  such  actions by
Principals.

     NOW,   THEREFORE,   in   consideration  of  the  premises  and  the  mutual
representations, warranties and agreements herein contained, and the benefits to
be received by the Trusts  pursuant to the Stock Purchase  Agreement,  Buyer and
Principals agree as follows:

                                    ARTICLE I
                           SALE OF SHARES AND CLOSING

     1.01 Sale of Shares.  Subject to the terms and conditions  therein  stated,
pursuant to the Stock Purchase  Agreement,  Sellers have agreed to sell, assign,
transfer and deliver to Buyer all of the issued and outstanding shares of Common
Stock of the Company (the "Shares"), and Buyer has agreed to purchase the Shares
from Sellers.

     1.02 Closing.  Subject to the terms and  conditions  of the Stock  Purchase
Agreement, the sale referred to in Section 1.01 (the "Closing") shall take place
at the offices of Faegre & Benson, LLP, Minneapolis,  Minnesota, on such date as

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the parties thereto shall by written instrument designate, but no later than ten
(10) days after the later to occur of (i) the  expiration or  termination of all
applicable  waiting  periods  with  respect  to  each of the  antitrust  filings
referred to in Section 5.01(b) hereof (including any extensions thereof) or (ii)
the receipt of all FCC approvals  referred to in Section 5.01(c).  Such time and
date are herein referred to as the "Closing Date".

                                   ARTICLE II
                  REPRESENTATIONS AND WARRANTIES OF PRINCIPALS

     As of the date hereof (except as otherwise  specified  herein and except as
set  forth  in  the  disclosure  schedule   accompanying  this  Agreement)  (the
"Disclosure  Schedule"),  each  Principal  jointly and severally  represents and
warrants to Buyer as follows:

     2.01  Organization  and  Qualification.  The Company is a corporation  duly
organized,  validly existing and in good standing (except in jurisdictions where
the concept of good standing does not exist) under the laws of the  jurisdiction
of its  incorporation,  has all requisite  power and authority to own, lease and
operate its properties  and to carry on its business as now being  conducted and
is duly  qualified  or  licensed  and in good  standing  to do  business in each
jurisdiction in which the property owned, leased or operated by it or the nature
of its business, as now being conducted,  makes such qualification necessary and
where the failure to so qualify,  be licensed or be in good standing would, when
taken together with all other such failures, affect materially and adversely the
financial condition or business of the Company.  Schedule 2.01 of the Disclosure
Schedule sets forth a complete list of the jurisdictions in which the Company is
qualified or licensed to do business.  Buyer has  heretofore  received  true and
complete copies of the Articles of  Incorporation  and By-laws (or other similar
charter documents), as currently in effect, of the Company.

     2.02 Capitalization; Title to Stock.

     (a) The authorized  capital stock of the Company  consists of 250 shares of
common stock,  no par value (the "Common  Stock"),  of which 155 5/12 shares are
issued  and  outstanding  as of the date  hereof  and no shares  are held in the
Company's  treasury.  Sellers are the  beneficial  and 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 the  Stock
Purchase Agreement,  there are no outstanding options,  warrants, calls or other
rights to subscribe for or purchase or acquire from the Company or Principals 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.

     (b) Each Trust (i) has good and valid title, beneficially and of record, to
the respective  Shares set forth opposite its name on Schedule 1 attached to the
Stock Purchase Agreement,  free and clear of all liens,  encumbrances and rights
of others,  (ii) is in rightful  possession of duly and validly  authorized  and

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issued certificates  evidencing its ownership of record of the Shares, and (iii)
has full right,  power and  authority to sell,  transfer,  convey and deliver to
Buyer,  in accordance with the terms of the Stock Purchase  Agreement,  good and
valid  title,  beneficially  and of record,  to all of such Shares being sold by
such Trust to Buyer  thereunder,  free and clear of all liens,  encumbrances and
rights of others.

     2.03  Subsidiaries.  Except as set forth on Schedule 2.03 of the Disclosure
Schedule, (a) the Company has no subsidiaries,  and (b) 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.
Each  Principal has all necessary  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  on behalf of each  Principal  and no other  proceedings  on
behalf of  Principals  are  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
Principals,  and (assuming the valid execution and delivery of this Agreement by
Buyer)  constitutes  a valid and binding  agreement of  Principals,  enforceable
against  Principals  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 of the  Disclosure  Schedule,  neither the  execution  and delivery of this
Agreement or the Stock Purchase Agreement by Principals and Sellers, as the case
may be, nor the  consummation  by  Principals  or  Sellers  of the  transactions
contemplated  hereby or thereby,  nor compliance by any Principal or Seller with
the provisions hereof or thereof, will (i) require any Principal, 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 (A) for filings with the Federal  Trade  Commission  ("FTC") and with the
Antitrust  Division of the United States  Department of Justice (the  "Antitrust
Division") pursuant to the Hart-Scott-Rodino  Antitrust Improvements Act of 1976
as amended (the "HSR Act") and the rules and  regulations  thereunder or (B) 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 or (C)
for  filings  with the Federal  Communications  Commission  ("FCC")  pursuant to
Section  25.119 of the FCC Rules,  47 C.F.R.  Sec.  25.119,  with  regard to the
Company's FCC licenses for satellite earth station facilities and Section 5.5 of
the FCC Rules, 47 C.F.R. Sec. 5.5, with regard to the Company's experimental FCC
authorizations, as listed on Schedule 2.05 of the Disclosure Schedule or (D) for
any  requirements  of federal or state  securities  laws;  (ii) conflict with or
breach  any  provision  of the  Articles  of  Incorporation,  By-laws  or  trust
agreement  (or  other  similar  governing  documents)  of  the  Company  or  any
Principal;  (iii)  violate or breach a provision of, or constitute a default (or

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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 any Principal
or the Company is a party,  or by which any  Principal  or the Company or any of
their respective  properties or assets may be bound, except for such breaches or
defaults which when considered together do not have a material adverse effect on
the transactions contemplated by this Agreement or the Stock Purchase Agreement,
or on the assets,  liabilities,  business or financial condition of the Company,
taken as a whole; or (iv) assuming compliance with all antitrust laws (including
the HSR Act), violate any order, writ, injunction,  decree,  judgment,  statute,
law or ruling of any court or governmental authority applicable to any Principal
or the Company or any of their material  assets,  except for  violations  which,
when  considered  together,  do  not  have  a  material  adverse  effect  on the
transactions  contemplated by this Agreement or the Stock Purchase Agreement, or
on the assets,  liabilities,  business or  financial  condition  of the Company,
taken has a whole.

     2.06 Financial  Statements.  Principals have delivered to Buyer the audited
consolidated balance sheets of the Company as of December 31, 1996 and 1995, and
the related consolidated statements of operations and retained earnings and cash
flows for the years then ended,  including the notes thereto,  together with the
reports  thereon  of  Coopers  &  Lybrand,   L.L.P.   (the  "Audited   Financial
Statements").  The  Audited  Financial  Statements  (i) have  been  prepared  in
accordance  with the books and records of the Company,  and (ii) present  fairly
the  financial  position  of the  Company  as of  December  31,  1996 and  1995,
respectively,  and the results of  operations  for the years then ended,  all in
conformity with generally accepted accounting  principles.  Principals have also
delivered to Buyer the  unaudited  balance  sheets of the Company as of December
31, 1997 and February 28, 1998, and the related statements of income, changes in
capital  accounts and changes in  financial  position for the periods then ended
(the "Unaudited Financial  Statements").  The Unaudited Financial Statements (x)
have been prepared in accordance with the books and records of the Company,  and
(y) present fairly the financial position of the Company as of December 31, 1997
and February  28,  1998,  respectively,  and the results of  operations  for the
periods  then  ended,  provided  that  Buyer  acknowledges  that  the  Unaudited
Financial  Statements  were  prepared  internally  and have not been  audited or
prepared in accordance  with  generally  accepted  accounting  principles.  (The
Audited Financial  Statements and Unaudited  Financial  Statements are sometimes
referred to collectively  herein as the "Financial  Statements").  The Unaudited
Financial  Statements do not contain any items of special or nonrecurring income
or any other  income not earned in the  ordinary  course of  business  except as
expressly  disclosed  therein or as set forth in Schedule 2.06 of the Disclosure
Schedule.

     2.07 [Intentionally left blank.]

     2.08  Absence  of Certain  Changes  or  Events.  Except (i) as set forth in
Schedule  2.08 of the  Disclosure  Schedule,  (ii)  as  disclosed  in the  other
Schedules  hereto,  or (iii) as reflected  in the  Financial  Statements,  since
February  28,  1998,  the  Company  has not (a) taken any  action  specified  in
Sections  4.01 (a)-(o)  herein  (other than actions  taken after the date hereof
with the consent of Buyer),  (b)  suffered any  material  adverse  change in its

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assets, liabilities, business, results of operations or financial condition, (c)
suffered  any damage,  destruction  or casualty  loss  adversely  affecting  any
material  assets  of the  Company,  or (d)  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. (a) Except as set forth on Schedule 2.09 of
the Disclosure Schedule,  the Company does not own any real property. All of the
material properties,  rights and assets, tangible and intangible, now used in or
sufficient for the conduct by the Company of its business as presently conducted
are either  owned,  leased or  licensed by the  Company.  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 and  installments  of
any  special  assessments  not yet due and  payable,  (ii)  Liens  which  do not
materially affect the use by, or value to, the Company of its rights and assets,
(iii) other covenants,  conditions,  Liens, restrictions,  easements, charges or
encumbrances that are of record against the real property owned or leased by the
Company, (iv) mechanics, carriers workers, repairers and similar statutory Liens
arising or incurred in the ordinary course of business for amounts which are not
delinquent and which are not, individually or in the aggregate,  material to the
Company,  (v)  zoning,  entitlement,  building  and other  land use  regulations
imposed by  governmental  agencies and (vi) Liens set forth on Schedule  2.09 of
the Disclosure Schedule.  The term "Liens" shall mean any pledge, lien, security
interest, conditional sale agreement, or other similar encumbrance.

     (b) Except as set forth on Schedule 2.09 of the  Disclosure  Schedule,  the
real  properties  owned or  leased  by the  Company  are used  and  operated  in
substantial  compliance  and in  conformity  in all material  respects  with all
applicable laws,  leases,  contracts,  commitments,  licenses and permits.  With
respect to all  buildings  which are owned or leased by the Company,  except for
restrictions under applicable zoning laws and ordinances,  no condition,  law or
regulation  precludes or restricts the use of such  properties  for the purposes
for which they are used.

     2.10  Material  Contracts.  Except  as set  forth in  Schedule  2.10 of the
Disclosure  Schedule,  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  in excess of $10,000,
(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

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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 contains an
existing  obligation of the Company to pay $25,000 or more and 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  obligation  upon
the Company and which would not be cancelable without penalty within thirty (30)
days and would  involve a commitment  to pay $25,000 or more  annually (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 of the  Disclosure  Schedule  will  have been made
available  to Buyer  prior to  Closing.  To the best  knowledge  of  Principals,
Schedule 2.10 of the  Disclosure  Schedule  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 of the
Disclosure Schedule, under the Material Contracts,  there are no defaults on the
part of the Company or events which, with notice or lapse of time or both, would
constitute defaults on the part of the Company, which defaults,  individually or
in  the  aggregate,  would  have  a  material  adverse  effect  on  the  assets,
liabilities,  business,  results of  operation  or  financial  condition  of the
Company  taken as a whole.  No  Principal or the Company has received any notice
from the other party to such Material Contracts of the termination or threatened
termination  thereof and no Principal  has  knowledge of the  occurrence  of any
event which would allow such other party to  terminate  such  Material  Contract
except as otherwise disclosed in the Disclosure Schedule. Except as set forth on
Schedule  2.10 of the  Disclosure  Schedule  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 of the  Disclosure  Schedule  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 of the Disclosure Schedule,  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 Major Customer  Contracts.  Schedule 2.11 of the  Disclosure  Schedule
identifies the twenty  customer  agreements  that yielded the greatest amount of
revenues  to the Company for the month of  February,  1998 (the "Major  Customer
Contracts"). With respect to the Major Customer Contracts:

     (a) The Company is the party that  provides the services  under each of the
Major  Customer  Contracts  and,  except  as set forth in  Schedule  2.11 of the
Disclosure  Schedule,  no Major  Customer  Contract  contains  provisions to the
effect that it will be subject to  termination or  renegotiation  as a result of
the transactions contemplated hereby;

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     (b) Prior to Closing  Principals  will have made available to Buyer correct
and complete  copies of all of the Major  Customer  Contracts and all amendments
thereto and all extensions and renewals thereof;

     (c) Except as set forth on Schedule  2.11 of the  Disclosure  Schedule,  no
notice of  termination  of a Major  Customer  Contract has been  received by the
Company,  and no such  customer  has  indicated  in  writing  its  intention  to
terminate a Major Customer Contract;

     (d) There are no credits, monies or the like in excess of $1,000 due to any
customer who is a party to a Major Customer  Contract other than pursuant to the
terms of the Major Customer Contracts;

     (e) Except as set forth on Schedule 2.11 of the  Disclosure  Schedule,  the
Company has not received any written notice of any warranty or indemnity  claims
by any customer  under a Major  Customer  Contract which has not been settled to
the satisfaction of the customer claimant;

     (f) Except as set forth on Schedule 2.11 of the  Disclosure  Schedule,  the
Company has not received any written  notice of default from any customer  under
any of the Major Customer Contracts; and

     (g) Except as set forth in Schedule 2.11 of the  Disclosure  Schedule,  the
Company has not received any notice of the filing by or against any customer who
is a party to a Major Customer Contract of a petition in bankruptcy,  assignment
for the benefit of creditors,  a petition seeking  reorganization,  composition,
liquidation, dissolution or similar arrangement.

     2.12  Leases.  Schedule  2.12 of the  Disclosure  Schedule  sets  forth  an
accurate  list of (a) all written  leases under which the Company is a lessee or
lessor of real  property or office  space and (b) all other  leases to which the
Company is a party (as lessee)  involving  annual  rental  payments in excess of
$12,000. All rents and additional rent due to date on such leases 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  2.12 of the  Disclosure
Schedule,  there is not,  with respect to leases  referred to in clauses (a) and
(b) 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.

     2.13  Proprietary  Rights;  Computer  Programs,   Databases  and  Software.
Schedule  2.13  of the  Disclosure  Schedule  contains  a  complete  list of all
trademarks,  trade names, assumed names, service marks, logos,  patents,  patent
applications  (both  United  States  and  foreign),   copyrights  and  copyright
registrations,  and any applications for registration and registrations 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

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"Proprietary  Rights"); and no other material Proprietary Rights are used in or,
to the knowledge of Principals, are necessary for the conduct of the business of
the Company as such business is presently conducted.  Unless otherwise indicated
in such Schedule 2.13 of the Disclosure  Schedule,  the Company owns  sufficient
right,  title and  interest in and to the  material  Proprietary  Rights for the
conduct of its business. To the knowledge of Principals, 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 Principal
knows of any basis for such claim.  The Company  has taken  reasonable  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 2.13 of the Disclosure  Schedule,  the consummation of the transactions
contemplated hereby and by the Stock Purchase Agreement will not alter or impair
any  such  rights.  Except  as set  forth  on  Schedule  2.13 of the  Disclosure
Schedule,  no person is known to be infringing  on or violating the  Proprietary
Rights used by the Company.

     (b) Prior to the Closing,  copies of the license agreements relating to all
computer  programs,  databases  and software used by the Company shall have been
made available to Buyer. The Company owns,  leases or licenses and has the right
to use computer  programs,  databases  and  software  which are  sufficient  and
adequate  to  operate  the  business  of the  Company as it is  presently  being
conducted.  Except as set forth on Schedule 2.13 of the Disclosure Schedule, all
such computer programs, databases and software and the source codes thereof have
been maintained only at the Company's  offices at 11400 Rupp Drive,  Burnsville,
Minnesota.  Except as set forth in Schedule 2.13 of the Disclosure Schedule, 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.

     2.14  Litigation.  Schedule  2.14 of the  Disclosure  Schedule sets forth a
complete  list  and an  accurate  description  of all  claims,  actions,  suits,
proceedings and (to the knowledge of Principals)  investigations  pending or, to
the knowledge of Principals,  threatened, by or against or involving the Company
or its business and, in the case of collection  claims which have been asserted,
those  involving  claims in excess of $3,000.  Based solely on the advice of its
counsel  with  respect  to  probable   outcomes,   but  without  in  any  manner
guaranteeing those outcomes,  Principals do not believe that any 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  and by the
Stock Purchase Agreement. The Principals do 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.

     2.15 Employee Benefit Matters.  (a) Except as disclosed on Schedule 2.15(a)
of the  Disclosure  Schedule  hereto and as  described in  subparagraph  (b) (i)

                                       8
                                     - 56 -
<PAGE>

below,  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,  contributes  to, or has any current  obligation 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  (collectively
"Employee Plans").

     (b) (i) The only  employee  welfare  benefit  plans  (as  defined  in ERISA
Section 3(1)) maintained by the Company are set forth on Schedule 2.15(b) of the
Disclosure Schedule (collectively "Company Plans").  Copies of the Company Plans
have been furnished to Buyer.

     (ii) For each Company Plan:

     (A) each such Company Plan which is intended to meet the  requirements  for
tax-favored  treatment  under  Subchapter  B of Chapter 1 of the Code meets such
requirements in all material respects;

     (B)  there is no  disqualified  benefit  (as such term is  defined  in Code
Section  4976(b))  which would  subject  Sellers,  the Company or Buyer to a tax
under Code Section 4976(a);

     (C) each and every such  Company Plan which is a group health plan (as such
term is defined in Code Section 162 (i)(3))  complies and has complied  with the
applicable  requirements of Code Section 162(k), Title XXII of the Public Health
Service Act and the  applicable  provisions  of the Social  Security  Act in all
material respects; and

     (D) each  such  Company  Plan  (including  any such  plan  covering  former
employees of the Company) may be amended or  terminated  by the Company or Buyer
on or at any time after the Closing Date.

     2.16  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 laws, ordinances,  rules
and regulations of all  governmental  authorities  relating to its properties or
applicable to its business and in  compliance in all material  respects with all
applicable licenses,  franchises, permits and other governmental authorizations.
Except as set forth on Schedule 2.16 of the Disclosure Schedule, the Company has
not received any notice of any alleged violation of any of the foregoing.

     2.17 Labor Matters.  Except as set forth in Schedule 2.17 of the Disclosure
Schedule,  (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

                                       9
                                     - 57 -
<PAGE>

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 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.

     2.18 Insurance.  The Company maintains  insurance coverage which Principals
believe to be sufficient for compliance with all  requirements of law and of all
agreements to which the Company is a party and Principals believe such insurance
provides  adequate  insurance  coverage for the  business of the  Company.  With
respect to all policies,  all premiums  currently  payable or previously due and
payable  with  respect to all periods up to and  including  the date hereto 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.

     2.19  Tax  Matters.  (a)  Except  as set  forth  in  Schedule  2.19  of the
Disclosure Schedule, the Company and its subsidiaries have filed within the time
and in the manner  prescribed by law all Federal,  state,  local and foreign tax
returns  and tax reports  which are  required on or before the date hereof to be
filed by, or with respect to, them. Such returns and reports  accurately reflect
all  liability  for taxes of the  Company and its  subsidiaries  for the periods
covered  thereby.  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 or its  subsidiaries  have been fully paid or  adequately
disclosed and provided for in the Financial Statements of the Company.

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

     (c) Except as set forth in Schedule 2.19 of the  Disclosure  Schedule,  (i)
neither the Company nor any of its  subsidiaries is delinquent in the payment of
any Taxes (as defined in Section 8.10(f) hereof), and (ii) no extensions of time
have been granted to the Company or any of its  subsidiaries  to file any return
required by  applicable  law to be filed by it prior to the date  hereof,  which
have expired without such return having been filed.

     (d) The  federal  income tax  returns  of the  Company  (or  returns of any
consolidated  group which  include the  Company)  have not been  examined by the
Internal  Revenue  Service  (the  "IRS").  No  foreign  income tax return of the
Company or any of its subsidiaries has been examined by the tax authority having
jurisdiction thereover.

                                       10
                                     - 58 -
<PAGE>

     (e) The Company  has not  participated  (nor will the  Company  participate
prior to the Closing) in or cooperate with an  international  boycott within the
meaning of Section 999 of the Code.

     (f) Except as set forth in Schedule 2.19 of the  Disclosure  Schedule,  all
transactions  which could give rise to a substantial  understatement  of federal
income tax  (within  the  meaning of Section  6661 of the Code) were  adequately
disclosed on the returns  required in accordance with Section  6661(b)(2)(8)  of
the Code.

     2.20  Transactions  with Affiliates.  Except as expressly  provided in this
Agreement  or as set forth in  Schedule  2.20 of the  Disclosure  Schedule,  the
Company does not owe any amount or have any liability (contingent or otherwise),
contract,  commitment,  arrangement  or  obligation  to or with  Sellers  or any
persons known by any  Principal to be  affiliates  of any Seller.  Except as set
forth on Schedule 2.20 of the Disclosure  Schedule,  no Principal owns, directly
or  indirectly,  any interest that will survive the Closing in, or is a director
or employee of, or consultant to, any  organization  that is a competitor in the
United States, supplier,  licensor, customer, creditor or debtor of the Company.
No Seller or Principal or persons known by any Principal to be affiliates of any
Seller have any material interest in any significant property, real or personal,
tangible or intangible, of the Company.

     2.21  Accounts  Receivable.  Except  as set forth on  Schedule  2.21 of the
Disclosure  Schedule,  the accounts receivable reflected on the January 31, 1998
balance sheet contained in the Financial  Statements and all accounts receivable
arising  between  January  31,  1998 and the date  hereof  arose  from bona fide
transactions in the ordinary course of business. Except as set forth on Schedule
2.21 of the Disclosure Schedule,  no account has been assigned or pledged to any
other person,  firm or corporation  and no defense or setoff to any such account
has been asserted by the account obligor.

     2.22  Environmental  Matters.  Except as set forth in Schedule  2.22 of the
Disclosure Schedule:
              
     (a) The Company is in material  compliance  with, and has not done anything
to be in material  violation of, the terms and  conditions of all  environmental
permits,  licenses,  and other  authorizations  required  under  all  applicable
federal,  state and local laws  relating  to the  environment,  or the  premises
owned, leased or occupied by them.

     (b) To the knowledge of  Principals,  there are no conditions at, on, under
or related  to, the real  property  listed in  Schedule  2.09 of the  Disclosure
Schedule as being  owned by the Company  (collectively,  the  "Premises")  which
presently poses a significant  hazard to human health or the environment.  There
has been no production,  use, treatment,  storage in underground tanks, pits, or
surface impoundments, transportation or disposal by the Company of any Hazardous
Substance,  as  hereinafter  defined,  on  the  Premises,  nor  any  release  or
threatened  release by the  Company of any  Hazardous  Substance,  pollutant  or
contaminant  into or upon or over the Premises or into or upon ground or surface
water at or within 2,000 feet of the  boundaries of the Premises in such form or

                                       11
                                     - 59 -
<PAGE>

quantities  so as to create  any  material  liability  for the  Company.  To the
knowledge of Principals,  except as set forth in Schedule 2.22 of the Disclosure
Schedule,  there are no asbestos or  asbestos-containing  materials incorporated
into the  buildings  or interior  improvements  that are part of the Premises or
other  assets to be  indirectly  transferred  pursuant  to this  Agreement.  For
purposes of this Agreement,  "Hazardous  Substance" shall mean, any hazardous or
toxic substance,  material or waste which is regulated by any local governmental
authority, or any State or the United States Government.

     (c)  Principals  have  delivered  to Buyer  copies of all  engineering  and
environmental  studies,  such as site analyses and core sampling,  environmental
reports, test results, notices, or other similar information,  pertaining to the
Premises that the Company has in its  possession,  or to which it is entitled to
possession  (the  "Environmental  Reports") and, except as set forth in Schedule
2.22,  the  Principals  know of no event or  occurrence  which  would  cause the
Environmental  Reports to no longer be accurate.  Buyer, at Buyer's expense, may
cause to be made engineering and  environmental  studies,  such as site analyses
and core  sampling,  in order to determine  the  environmental  condition of the
Premises.

     2.23  Brokers and Finders.  No Principal  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.

     2.24 Books and Records. The minute books of the Company, as previously made
available  to Buyer,  constitute  the only  written  records  maintained  by the
Company of all  meetings  of and  corporate  actions or written  consents by the
respective  stockholders  and Boards of Directors of the Company.  Except as set
forth in Schedule 2.24 of the Disclosure Schedule, the Company does not have any
of its  records,  systems,  controls,  data  or  information  recorded,  stored,
maintained, operated or otherwise wholly or partly dependent upon or held by any
means  (including any electronic,  mechanical or photographic  process,  whether
computerized or not) which (including all means of access thereto and therefrom)
are not under the  exclusive  ownership  or license  and  direct  control of the
Company.


                                   ARTICLE III
                     REPRESENTATIONS AND WARRANTIES OF BUYER

     As of the date  hereof,  Buyer  represents  and warrants to  Principals  as
follows:

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

     3.02 Authority  Relative to this Agreement.  Buyer has all necessary 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

                                       12
                                     - 60 -
<PAGE>

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 this  Agreement by  Principals)
constitutes a valid and binding agreement of Buyer, enforceable against Buyer 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.

     3.03  Consents and  Approvals;  No  Violation.  Neither the  execution  and
delivery of this  Agreement  or the Stock  Purchase  Agreement  by Buyer nor the
consummation by Buyer of the transactions  contemplated  hereby or thereby,  nor
compliance  by Buyer  with any of the  provisions  hereof or  thereof,  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 (A) for filings with the FTC and with the Antitrust  Division pursuant to
the  HSR  Act  and  the  rules  and  regulations  thereunder  or (B)  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
Certificate 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) assuming  compliance with all antitrust
laws  (including  the HSR Act)  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.

     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
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.

                                       13
                                     - 61 -
<PAGE>

     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.  Buyer
understands that the Shares have not been registered under the Securities Act of
1933, as amended,  or the securities  laws of any states and,  accordingly,  the
Shares  may not be  resold  by Buyer  unless  registered  under the 1933 Act and
applicable state securities laws, or sold in transactions  which are exempt from
registration thereunder.

                                   ARTICLE IV
                            COVENANTS OF THE PARTIES

     4.01 Conduct of Business of the Company. During the period from the date of
this Agreement to the Closing Date, and except as otherwise  expressly  provided
in this Section 4.01 or Schedule  4.01 of the  Disclosure  Schedule,  Principals
will cause the Company to (i) conduct its business and  operations  according to
its ordinary  course of business  consistent  with past  practice,  (ii) use its
reasonable  best efforts to preserve  intact its business  organization  and its
relationship with licensors, suppliers,  distributors,  employees, customers and
others  having  business  relationships  with them,  except as may  otherwise be
agreed by Principals  and Buyer,  and (iii) use its  reasonable  best efforts to
maintain the Major  Customers  Contracts in full force and effect in  accordance
with  their  terms  up to the  Closing  Date.  As used in  this  Article  IV and
elsewhere  in this  Agreement,  the term  "reasonable  best  efforts"  shall not
require  the party  using such  efforts to make any  payment to any other  party
which it is not otherwise  required to pay.  Without  limiting the generality of
the foregoing and except as otherwise expressly provided in Schedule 4.01 of the
Disclosure  Schedule,  prior to the Closing without the prior written consent of
Buyer, Principals will not permit the Company to:

     (a) change or amend its  Articles of  Incorporation  or By-laws (or similar
governing documents);

     (b) (i) create, incur or assume any debt,  liability or obligation,  direct
or indirect,  whether  accrued,  absolute,  contingent or otherwise,  other than
normal trade obligations  incurred in the ordinary course of business consistent
with past practice and  borrowings  by the Company in the ordinary  course under
its current lines of credit or (ii) pay any debt, liability or obligation of any
kind other than current liabilities  incurred in the ordinary course of business
consistent with past practice and current  maturities of existing long-term debt
or (iii) assume,  guarantee,  endorse or otherwise  become liable or responsible
(whether  directly,  contingently or otherwise) for the obligations of any other
person,  or make any loans or  advances to any  person,  except in the  ordinary
course of  business  consistent  with past  practice;  provided,  however,  that
without the prior written  consent of Buyer,  the Company shall not enter into a
new agreement to provide  services or products to a reseller of such services or
products or to a  competitor  of Buyer  (except in either  case with  respect to
renewals of agreements with current  customers in the ordinary  course) or amend
any Major Customer Contract in a material adverse manner to the Company;


                                       14
                                     - 62 -
<PAGE>

     (c) declare,  set aside or pay any dividend or other distribution  (whether
in cash, stock or property or any combination thereof) in respect of the capital
stock of the Company, or redeem or otherwise acquire any of the capital stock of
the Company or split, combine or otherwise similarly change the capital stock of
the Company or authorize the creation or issuance of or issue or sell any shares
of its  capital  stock or any  securities  or  obligations  convertible  into or
exchangeable  for, or giving any person any right to acquire from it, any shares
of its capital stock, or agree to take any such action;

     (d) (i)  change in any manner  the rate or terms of  compensation  or bonus
payable or to become payable to any director, officer or employee or (ii) change
in any manner the rate or terms of any insurance,  pension,  severance, or other
employee  benefit  plan,  payment  or  arrangement  made  to,  for or  with  any
employees;

     (e)  discharge  or satisfy  any lien other than in the  ordinary  course of
business and consistent with past practice, or subject to any Lien any assets or
properties, except for any Liens that would otherwise be permitted under Section
2.09 hereof;

     (f) except as  otherwise  permitted in this  Section  4.01,  enter into any
agreement  or  commitment  for any  borrowing,  capital  expenditure  or capital
financing in excess of $50,000 individually or in the aggregate;

     (g) sell,  lease,  transfer or dispose of any of its  properties or assets,
waive or release any rights of material value, or cancel, compromise, release or
assign any  indebtedness  owed to it or any claims held by it in each case other
than in the ordinary course of business consistent with past practice;

     (h) make any  investment of a capital nature either by purchase of stock or
securities, contributions to capital, property transfers or otherwise, or by the
purchase  of any  material  property  or assets of any other  individual,  firm,
corporation or entity, except in the ordinary course of business consistent with
past practice;

     (i) except as required by  generally  accepted  accounting  principles  (A)
utilize  accounting  principles  different from those used in the preparation of
the Financial Statements, (B) change in any manner its method of maintaining its
books or accounts  and records from such methods as in effect on the date of the
Financial  Statements,  or (C) accelerate booking of revenues or the deferral of
expenses,  other  than as shall be  consistent  with  past  practice  and in the
ordinary course of business;

     (j)  take  any  action  to  permit  any  insurance  policy  naming  it as a
beneficiary  or a loss payable  payee to be canceled or terminated or any of the
coverage  thereunder to lapse,  unless  simultaneously  with such termination or
cancellation  replacement policies providing substantially the same coverage and
which are obtainable on substantially  the same economic terms are in full force
and effect;  provided,  however that if the Company shall receive  notice of any
such cancellation or termination, it shall so notify Buyer promptly upon receipt
thereof and, if feasible upon the payment of a premium  which is not  materially

                                       15
                                     - 63 -
<PAGE>

greater  than the premium  payable  under such  terminated  or canceled  policy,
obtain  simultaneously  with such  termination or cancellation  such replacement
policies;

     (k) enter into any collective bargaining agreement;

     (l) settle or compromise any claim,  suit or cause of action involving more
than $10,000;

     (m) license,  transfer, grant, waive, release, permit to lapse or otherwise
fail to preserve any of the material Proprietary Rights, dispose of or permit to
lapse any material license, permit or other form of authorization, or dispose of
any customer list;

     (n)  terminate,  materially  amend or fail to perform  any of its  material
obligations under any Material Contract; or

     (o) enter into an  agreement  to do any of the things  described in clauses
(a) through (n) above.

     4.02 Current Information. During the period from the date of this Agreement
to the Closing,  unless  already  disclosed in Schedule  4.01 of the  Disclosure
Schedule,  Principals  will promptly  notify Buyer in writing of any significant
development not in the ordinary course of business consistent with past practice
or of  any  material  adverse  change  in  the  assets,  liabilities,  business,
financial condition, prospects or results of operation of the Company and of any
governmental complaints, investigations or hearings of which they or the Company
have been advised  involving the Company,  or the  institution  or threat of the
institution of any litigation or proceedings involving the Company of which they
or the Company have been advised.

     4.03  Access to  Information.  Between the date of this  Agreement  and the
Closing  Date,  Principals  will cause the  Company to (i) afford  Buyer and its
designated representatives full access to the premises, books and records of the
Company,  and (ii) cause the Company's  officers,  and use its  reasonable  best
efforts to cause the Company's advisors  (including,  without limitation,  their
auditors,  attorneys  and other  advisors) to furnish  Buyer and its  designated
representatives   (including  Buyer's  auditors,   accountants,   attorneys  and
representatives)  with financial and operating data and other  information  with
respect  to the  business  and  properties  of the  Company  for the  purpose of
permitting  Buyer  to  make  such  investigation  of the  business,  properties,
financial  and legal  condition  of the  Company  as Buyer  deems  necessary  or
desirable to familiarize  itself therewith.  Any information  delivered to Buyer
hereunder shall be subject to that certain Confidentiality Agreement between the
Company and Buyer dated as of December 30, 1997.

     4.04  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 or expense  (it being  understood,  however,  that all
reasonable  legal fees and expenses so incurred by  Principals  shall be paid by
Company.

                                       16
                                     - 64 -
<PAGE>

     4.05 Reasonable  Best Efforts.  Subject to the terms and conditions of this
Agreement and except as otherwise  provided  herein,  all of the parties  hereto
will use their  reasonable  best  efforts  to take,  or cause to be  taken,  all
action,  and to do,  or  cause to be  done,  all  things  necessary,  proper  or
advisable under applicable laws and regulations to consummate and make effective
the  transactions   contemplated  by  this  Agreement  and  the  Stock  Purchase
Agreement. In case at any time after the Closing any further action is necessary
or desirable to carry out the purposes of this  Agreement or the Stock  Purchase
Agreement or to put Buyer in  possession  of all of the Shares of the Company or
the Company in  possession  of all of its assets,  each party to this  Agreement
will,  or will  cause  its  affiliates  as the  case  may be,  to take  all such
necessary action including,  without  limitation,  the execution and delivery of
such further  instruments  and  documents as may  reasonably be requested by the
parties  hereto for such  purposes  or  otherwise  to  complete  or perfect  the
transactions contemplated by this Agreement and the Stock Purchase Agreement.

     4.06  Consents.  Each of the parties  hereto will use its  reasonable  best
efforts  to  obtain  the  written  consents  of  all  persons  and  governmental
authorities  required  to be obtained  by each such party and  necessary  to the
consummation  of the  transactions  contemplated by this Agreement and the Stock
Purchase Agreement.  In addition,  Principals shall cause the Company to use its
reasonable  best  efforts to obtain the  written  consent of all  persons to the
material  contracts  shown  on  Schedule  2.05  of the  Disclosure  Schedule  as
requiring  consent to the  transactions  contemplated  by this Agreement and the
Stock Purchase  Agreement,  except those  contracts with Norwest Bank Minnesota,
National Association and the Small Business Administration Certified Development
Company Program "504" Notes.

     4.07 Filings. (a) Buyer, Principals and Sellers will promptly file with the
FTC and the Antitrust  Division pursuant to the HSR Act all requisite  documents
and  notifications  in connection  with the  transactions  contemplated  by this
Agreement  and the  Stock  Purchase  Agreement.  Buyer and each  Principal  will
coordinate  and cooperate  with each other in exchanging  such  information  and
providing  such  reasonable  assistance as the others may require to comply with
the HSR Act. Buyer acknowledges and agrees that it is responsible for the filing
fee required under the HSR Act.

     (b) Buyer will,  and  Principals  will cause the Company to,  promptly file
with the FCC all  requisite  applications  in  connection  with the  transfer of
control of all FCC-licensed  satellite earth station facilities and experimental
FCC authorizations  currently held by the Company. In addition,  Buyer will, and
Principals  will cause the Company to,  promptly file with the FCC all requisite
applications  in  connection  with the transfer of control of all FCC  equipment
authorizations  currently  held by the Company  pursuant to Section 2.935 of the
FCC  Rules,  47  C.F.R.   Sec.  2.935  and  an  application  for   international
communications  services pursuant to Section 214 of the  Communications  Act, as
amended,  47 U.S.C.  Sec. 214.  With regard to the foregoing FCC filings,  Buyer
will,  and Principals  will cause the Company to,  coordinate and cooperate with
each  other  in  exchanging  such  information  and  providing  such  reasonable
assistance  as the  other  may  require  to  comply  with the FCC  Rules.  Buyer
acknowledges  and agrees that it is responsible for the FCC filing fees required
for these filings pursuant to the FCC Rules.

                                       17
                                     - 65 -
<PAGE>

     4.08  Disclosure  Supplements.  From  time to time  prior  to the  Closing,
Principals  will promptly  supplement or amend  ("Disclosure  Supplements")  any
Schedules  referred to in this  Agreement  with respect to any matter  hereafter
arising  which,  if  existing  or  occurring  at or  prior  to the  date of this
Agreement,  Principals  determine  would have been  required  to be set forth or
described in a Schedule or which is necessary  to correct any  information  in a
Schedule  or in any  representation  or warranty  of  Principals  which has been
rendered  inaccurate  thereby.  The representations and warranties of Principals
shall be amended  by the  Disclosure  Supplements  in all  respects  and for all
purposes  other  than  for  the  purposes  of  determining  satisfaction  of the
conditions to Closing set forth in Article V.

     4.09  Public  Announcements.  Between  the date of this  Agreement  and the
earlier of the Closing Date or the  termination  of this  Agreement  pursuant to
Section  7.01 hereof,  Principals  and Buyer will consult with each other before
any of them or the  Company  issues any press  releases or  otherwise  makes any
public statements  (including  statements made to employees of the Company) with
respect to this Agreement and the Stock Purchase  Agreement and the transactions
contemplated hereby and thereby.

     4.10 Transfer  Taxes.  All transfer  taxes  (including  all stock  transfer
taxes,  if any) incurred in connection with this Agreement or the Stock Purchase
Agreement and the transactions  contemplated  hereby or thereby will be borne by
the respective  Sellers,  and such 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.

     4.11 No Solicitation. Between the date of this Agreement and the earlier of
the Closing Date or the  termination of this Agreement  pursuant to Section 7.01
hereof,  Principals  shall not, and  Principals  shall cause the Company not to,
initiate,  solicit,  encourage,  or  participate  in, any  discussions  with, or
provide any  information to, any  corporation,  partnership,  person,  entity or
group,  other than Buyer and its  employees and agents,  concerning  any merger,
consolidation,  sale of assets or similar transaction  involving the Company, or
any sale of  Shares  or  capital  stock  of the  Company,  including  securities
convertible into or exchangeable  for such  securities,  by the issuer (any such
transaction being referred to herein as an "Acquisition  Proposal").  Principals
will suspend any pre-existing discussions involving any Acquisition Proposal and
will  immediately  advise  Buyer  if  the  Company  or  Principals  receive  any
Acquisition Proposal from any corporation, partnership, person, entity or group.

     4.12 Access to Customers and Suppliers.  Between the date of this Agreement
and the  earlier  of the  Closing  Date  or the  termination  of this  Agreement
pursuant to Section 7.01 hereof,  Principals  will cause the Company to permit a
representative  of Buyer to accompany a representative  of the Company when they
meet with or talk to the officers and  employees of the  customers and suppliers
of the  Company.  In  addition,  Principals  will cause the  Company to permit a
representative  of Buyer to meet with or talk to the officers  and  employees of
the customers and suppliers of the Company, provided,  however, that the Company
shall  have a right  to have a  representative  present  at  such  meetings  and
discussions.

                                       18
                                     - 66 -
<PAGE>

     4.13 Bank Accounts.  Principals  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.

     4.14  Employees  of the  Company;  Benefits.  (a) It is the  intent  of the
parties that Principals  will not be responsible  for, and that the Company will
be  responsible  for,  any  amounts  required  by law  or  policies  of  general
application, including, but not limited to, the Worker Adjustment and Retraining
Notification  Act and any similar state laws that are applicable to the Company,
to be paid as a result of termination or layoff of any employee of the Company.

     (b) Effective on the Closing Date, Buyer shall provide or cause the Company
to provide (or  continue to provide) to each person who is and remains  employed
by the Company after the Closing,  including without limitation each such person
on medical,  disability,  family or other leave of absence  immediately prior to
the Closing (collectively, the "Employees"),  employee benefit plans (hereafter,
"Buyer's  Plans") which are those generally  provided from time to time by Buyer
to its employees at substantially the same level of employment.  Nothing in this
Section  4.15(c) shall obligate the Buyer or the Company to continue to maintain
any of Buyer's  Plans for any  specific  period of time after the  Closing or to
continue  employment  of  such  Employees.   Buyer  may  satisfy  the  foregoing
obligations  by causing the  Company to  continue  such plans of the Company set
forth on Schedules  2.15(a) and 2.15(b) effective as of the date hereof as Buyer
desires but only if such plans  provide for a comparable  level of benefit as is
provided under the applicable Buyer Plan. Buyer also may delay the transition of
the Employees to Buyer's Plans to the next available open  enrollment  period or
entry date under the applicable Buyer Plan.

     (c) For purposes of eligibility,  vesting and  entitlement to vacation,  if
permitted by Buyer's  Plans,  each Employee  shall be given credit under Buyer's
Plans (including  without  limitation the vacation  policy(ies)  included within
Buyer's Plans) for such Employee's service with the Company prior to the Closing
Date to the extent such service was credited under the Company's plans effective
immediately  prior to the  Closing;  and, if permitted  by Buyer's  Plans,  each
Employee and covered  dependent  thereof shall be allowed to participate in each
of Buyer's Plans without regard to preexisting  conditions,  waiting periods, or
actively at work  requirements  and, if permitted by Buyer's Plans, will receive
credit  toward  deductibles  and  co-payments  for expenses  under the Company's
medical and dental plans prior to Closing. Each Employee shall be credited under
the vacation policy(ies) included within Buyer's Plans with all vacation accrued
by such  Employee  prior to the  Closing  Date  under the  vacation  policy(ies)
included  within the Company's plans effective prior to the Closing and not used
by such Employee prior to the Closing Date; provided, however, no Employee shall
be credited  with more than two (2) weeks of unused  vacation  accrued from plan
years preceding the plan year in which Closing occurs.  Upon  termination  after
the Closing of any Employee's  employment  with the Company,  Buyer shall pay or
cause the Company to pay to such Employee the amount of all vacation  accrued by
such Employee  prior to the Closing Date and not used by such Employee  prior to

                                       19
                                     - 67 -
<PAGE>

such  termination of employment,  excluding unused vacation in excess of two (2)
weeks accrued from plan years preceding the plan year in which Closing occurs.

     (d) Following  the Closing,  Buyer shall cause the Company to create a pool
of $1,800,000 to be distributed by the Chief Executive Officer of the Company to
certain key  employees  of the Company as fully paid,  non-contingent  retention
bonuses.

     4.15  Employment  Agreement.  At the Closing,  Stephen P.  Kavouras and the
Company shall enter into an employment  agreement in the form attached hereto as
Exhibit A, dated as of the Closing Date.

     4.16 Non-Competition Agreement. At the Closing, Stephen P. Kavouras and the
Buyer shall enter into a Confidentiality  and  Non-Competition  Agreement in the
form attached hereto as Exhibit B, dated as of the Closing Date.

     4.17  Radac  Patent  Agreement.  At or prior  to the  Closing,  Stephen  P.
Kavouras shall,  at no expense to the Company or Buyer,  terminate his rights to
receive any  royalties,  fees or other  payments  pursuant to the  Agreement for
Title  Transfer of Radac Patent dated May 6, 1986,  between  Stephen P. Kavouras
and the Company,  and shall  transfer to the  Company,  in form  sufficient  for
filing in the U.S.  Patent and  Trademark  Office,  all of its right,  title and
interest in the Radac patent which is the subject of such agreement.

     4.18 1997 Audited Financial Statements.  Prior to Closing, Principals shall
cause the Company to deliver to Buyer the audited consolidated balance sheets of
the Company as of December 31, 1997, and the related consolidated  statements of
operations  and  retained  earnings  and cash  flows  for the year  then  ended,
including the notes  thereto,  together with the  unqualified  report thereon of
Coopers & Lybrand, L.L.P. (the "1997 Audited Financial Statements").  Principals
will jointly and  severally  represent  and warrant to Buyer at Closing,  on the
form of  certificate  attached  hereto  as  Exhibit  D,  that the  1997  Audited
Financial  Statements  (i) have been prepared in  accordance  with the books and
records of the Company,  and (ii) present  fairly the financial  position of the
Company as of December 31, 1997, and the results of operations for the year then
ended, all in conformity with generally accepted accounting principles.

     4.19 Tax Matters.  Principals  shall cause 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 to be  terminated  as of the  Closing  Date.
After the Closing,  the Company shall have no obligation  for the payment of any
amount pursuant to any such agreement,  except as expressly  provided for in the
Financial  Statements.  Principals  agree  that they will  cause the  Company to
prepare its fiscal  1997 U.S.  federal  income tax  returns  based upon the 1997
Audited  Financial  Statements.  Principals  agree that they will not permit the
Company to amend its U.S.  federal income tax returns  relating to periods prior
to January 1, 1997 in a manner that would adversely affect the Company or Buyer,
without the consent of Buyer.

                                       20
                                     - 68 -
<PAGE>

     4.20 Meteognosis S.A.. Prior to Closing, Principals shall cause the Company
to  divest  itself  of any  ownership  interest  in  Meteognosis  S.A.,  a Greek
corporation, without incurring any additional material liability with respect to
such investment not reflected on the Financial Statements.


                                    ARTICLE V
                                   CONDITIONS

     5.01  Conditions  to Each Party's  Obligations  to Effect the  Transactions
Contemplated  Hereby. The respective  obligations of each party hereto to effect
the transactions contemplated by this Agreement and the Stock Purchase Agreement
shall be subject to the  fulfillment  at or prior to the  Closing of each of the
following conditions:

     (a) No statute,  rule, regulation,  executive order, decree,  injunction or
restraining order shall have been enacted,  entered,  promulgated or enforced by
any court of competent  jurisdiction  or governmental  authority,  nor shall any
action or proceeding brought by any governmental authority or agency be pending,
which (i) prevents,  restricts or delays or seeks to prevent,  restrict or delay
the consummation of the transactions contemplated by this Agreement or the Stock
Purchase  Agreement,  or (ii) seeks a  material  amount of  monetary  damages in
connection  with  the  consummation  of the  transactions  contemplated  by this
Agreement or the Stock Purchase Agreement.

     (b) Sellers,  Principals  and Buyer and any other person (as defined in the
HSR Act) required in connection with the transactions contemplated hereby and in
the Stock Purchase  Agreement to file a Notification and Report Form for Certain
Mergers and Acquisitions with the Antitrust Division and the FTC pursuant to the
HSR Act shall have made such  filings and all  applicable  waiting  periods with
respect  to each such  filing  (including  any  extensions  thereof)  shall have
expired or been terminated.

     (c) Buyer and the  Company  shall  have  filed  with the FCC all  requisite
applications  in  connection  with the  transfer of control of all  FCC-licensed
satellite  earth  station  facilities,   experimental  FCC  authorizations,  and
equipment  authorizations  currently  held by the  Company  pursuant  to the FCC
Rules, and each such application shall have been approved by the FCC.

     (d) Each  condition  to closing set forth in the Stock  Purchase  Agreement
shall have been fulfilled at or prior to Closing,  or such condition  shall have
been waived by the party whose obligations  under such Stock Purchase  Agreement
were contingent upon such condition.

     (e)  Seventy-five  percent  (75%)  of the  shares  held  by  non-interested
shareholders  of the  Company  (as  defined  in Section  280(g) of the  Internal
Revenue Code of 1986, as amended) shall have approved the payments to be made to
Stephen P. Kavouras under the Employment  Agreement and the  Confidentiality and
Non-Competition Agreement.

                                       21
                                     - 69 -
<PAGE>

     5.02 Conditions to the Obligations of Principals to Effect the Transactions
Contemplated  Hereby.  The obligations of Principals to effect the  transactions
contemplated by this Agreement and the Stock Purchase Agreement shall be further
subject to the  fulfillment  at or prior to the Closing of each of the following
conditions,  any one or more of which  may be  waived in whole or in part by any
Principal in writing:

     (a) Buyer shall have  performed and complied in all material  respects with
all  agreements,   obligations,  conditions  and  covenants  contained  in  this
Agreement and the Stock Purchase Agreement required to be performed and complied
with by it at or prior to the Closing and all  representations and warranties of
Buyer contained in this Agreement and the Stock Purchase Agreement shall be true
and correct in all material  respects as of the date of this Agreement and as of
the Closing  Date (as if the Closing Date was the date of this  Agreement),  and
Principals  shall  have  received  certificates  to that  effect  signed  by the
President or any Vice  President of Buyer  together  with such other  documents,
instruments  and  writings  required to be delivered by Buyer at or prior to the
Closing pursuant to this Agreement and the Stock Purchase Agreement or otherwise
reasonably required by Buyer in connection herewith or therewith.

     (b) Principals shall have received an opinion from counsel to Buyer,  dated
the Closing Date, to the effect set forth in Exhibit C hereto.

     (c) Buyer shall have  delivered to Principals a copy of the  Certificate of
Incorporation  of Buyer,  including  all  amendments  thereto,  certified by the
Secretary  of State of the State of  Delaware  and (ii) a  certificate  from the
Secretary of the State of Delaware to the effect that Buyer is in good  standing
in such State.

     (d) No actions or proceedings  which have a material  likelihood of success
shall have been  instituted  or, to the  knowledge of Buyer,  threatened  by any
governmental  body or authority to restrain or prohibit any of the  transactions
contemplated hereby.

     (e) All material consents, waivers, authorizations, licenses and approvals,
if  any,   necessary  to  permit   Principals  and  Sellers  to  consummate  the
transactions  contemplated  by this Agreement and the Stock  Purchase  Agreement
shall have been received.

     (f) All documents and  instruments  to be delivered at Closing or otherwise
in connection  with the  transactions  contemplated  by this  Agreements and the
Stock Purchase Agreement shall be reasonably  satisfactory in form and substance
to Principals, Sellers and their counsel.

     (g) Buyer and DTN Market  Communications  Group,  Inc. shall have performed
all of their  obligations  under that certain  Agreement  Regarding  Purchase of
Contract  and  Contract  Rights  dated of even date  herewith  with the  Company
required to be performed by them prior to the Closing.

     5.03  Conditions  to the  Obligations  of Buyer to Effect the  Transactions
Contemplated  Hereby.  The  obligations  of Buyer  to  effect  the  transactions
contemplated  hereby shall be further  subject to the fulfillment at or prior to

                                       22
                                     - 70 -
<PAGE>

the Closing of each of the following conditions, any one or more of which may be
waived in whole or in part by Buyer in writing:

     (a)  Principals  and  Sellers  shall have  performed  and  complied  in all
material  respects with all  agreements,  obligations,  conditions and covenants
contained in this  Agreement  and the Stock  Purchase  Agreement  required to be
performed  and  complied  with  by  them  at or  prior  to the  Closing  and all
representations  and  warranties  of  Principals  and  Sellers set forth in this
Agreement  and the Stock  Purchase  Agreement  shall be true and  correct in all
material  respects  as of the  date  of this  Agreement  and as  amended  by any
Disclosure  Supplements  as of the Closing  Date (as if the Closing Date was the
date of this  Agreement),  and Buyer shall have received a  certificate  to that
effect signed by Principals, in the form attached hereto as Exhibits D, together
with such other documents,  instruments and writings required to be delivered by
Principals and Sellers or by the Company at or prior to the Closing  pursuant to
this  Agreement  and the Stock  Purchase  Agreement  or  otherwise  required  in
connection  herewith or therewith,  provided,  however,  that if the  Disclosure
Supplements  reveal a material change from the Schedules  attached hereto at the
date hereof that is  unacceptable  to Buyer,  Buyer  shall not be  obligated  to
effect the transactions  contemplated hereby. The immediately foregoing proviso,
however,  shall not apply to changes in the Disclosure Supplements regarding the
matters set forth in Schedule  5.03(a) of the Disclosure  Schedule,  as to which
changes  Buyer  shall  not be  relieved  from  its  obligations  to  effect  the
transactions contemplated hereby.

     (b)  Principals  shall have  delivered to Buyer (i) copies of the Company's
Articles of  Incorporation  including all  amendments  thereto  certified by the
Secretary  of  State of the  State of  Minnesota,  (ii) a  certificate  from the
Secretary  of State to the  effect  that the  Company  is in good  standing  and
listing all charter  documents of the Company on file,  (iii) a certificate from
the Secretary of State or other appropriate  official in each state in which the
Company is  qualified  to do  business to the effect that the Company is in good
standing in such state and (iv) certificates as to the tax status of the Company
in the State of Minnesota and each state in which the Company is qualified to do
business.

     (c) Prior to the Closing Date, there shall be no material adverse change in
the assets or liabilities, the business or condition, financial or otherwise, or
the results of operations of the Company,  from February 28, 1998 and Principals
shall have  delivered to Buyer the  certificate  in the form attached  hereto as
Exhibit D, dated the Closing Date, to such effect; provided,  however, that this
Section  5.03(c)  shall not apply to,  and no  condition  to Closing or right of
Buyer to elect not to  effect  the  transactions  contemplated  herein  shall be
created,  as a result  of any  action or  occurrence  contemplated  by  Schedule
5.03(a) of the Disclosure Schedule.

     (d) No action or proceedings which have a reasonable  likelihood of success
shall have been instituted or, to the knowledge of any Principal,  threatened by
any  governmental  body  or  authority  to  restrain  or  prohibit  any  of  the
transactions contemplated hereby or by the Stock Purchase Agreement.

                                       23
                                     - 71 -
<PAGE>

     (e) Each party hereto shall have received all material  consents,  waivers,
approvals,  licenses or other  authorizations  required from any governmental or
non-governmental  entity for the  execution,  delivery and  performance  of this
Agreement and the Stock Purchase Agreement by the parties hereto and thereto.

     (f) Buyer shall have received an opinion from Faegre & Benson, LLP, counsel
to  Principals,  dated the  Closing  Date,  to the effect set forth in Exhibit E
hereto.

     (g) No  injunction  or other  court  order  requiring  that any part of the
business  or assets of the  Company be held  separate  or  divested  or that any
business or assets of Buyer or any  affiliate of Buyer be divested,  or imposing
or involving  any  conditions on Buyer or its  affiliates or the Company,  which
could be reasonably  expected to have a material  adverse  effect on the assets,
liabilities,  business, financial condition,  prospects or results of operations
of either Buyer or any affiliate of Buyer on the one hand, or the Company on the
other hand, shall be in effect and no proceedings shall be pending by or before,
or  threatened  in  writing  by or  before,  any  governmental  body or court of
competent jurisdiction with respect thereto.

     (h) The  Company  shall  not have  taken  any of the  actions  set forth in
Section  4.01(a) - (o) to the  extent  such  actions  were not  permitted  under
Section  4.01 and had,  individually  or in the  aggregate,  a material  adverse
effect on the assets, liabilities,  business, results of operations or financial
condition of the Company, taken as a whole.

     (i) Buyer shall have received  satisfactory  evidence of the resignation as
of the time of Closing of such of the  present  officers  (in their  capacity as
corporate  officers  only) of the Company  (other than  Stephen P.  Kavouras) as
Buyer may request at least 3 business days prior to Closing.

     (j) Other than as disclosed in the Disclosure Schedule,  there shall not be
in effect at the Closing Date any contractual provisions restricting the ability
of the Company or any affiliate  thereof to conduct any business or compete with
any person or restricting the area in which it may conduct any business.

     (k) Buyer and its counsel shall have approved  (which approval shall not be
unreasonably  withheld)  all documents  and  instruments  to be delivered at the
Closing or otherwise in connection  with the  transactions  contemplated by this
Agreement and the Stock Purchase Agreement.

     (l) Buyer shall have  received the 1997 Audited  Financial  Statements  and
they shall not show a material adverse change in the assets or liabilities,  the
business or condition,  financial or otherwise,  or the results of operations of
the Company  when  compared to the  Unaudited  Financial  Statements;  provided,
however,  that this  Section  5.03(l)  shall not apply to, and no  condition  to
Closing or right of Buyer to elect not to effect the  transactions  contemplated
herein  shall  be  created,  as a  result  of  any  such  action  or  occurrence
contemplated by Schedule 5.03(a).

                                       24
                                     - 72 -
<PAGE>

                                   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 a period of one year from the
Closing Date, provided that (x) any claim for indemnification  which is asserted
within the time period set forth in Section  6.02(d) shall survive such one year
period,  for the  period  set  forth  in such  Section,  and (y) any  claim  for
indemnification pursuant to Section 6.02(a)(iii) shall survive indefinitely.

     6.02  Post-Closing  Indemnification.  (a) From and after the Closing  Date,
each Principal shall jointly and severally  defend,  indemnify and hold harmless
Buyer and its subsidiaries (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) except for matters  referred to in clauses (ii) and (iii) hereof,  any
inaccuracy  in or  breach  of or  omission  from any of the  representations  or
warranties made by Principals in Article II of this Agreement or pursuant hereto
(as amended by the Disclosure  Supplements),  or any nonfulfillment,  partial or
total,  of any of the  covenants  or  agreements  made  by  Principals  in  this
Agreement to the extent not waived by Buyer in writing;  (ii) any claim, action,
suit,  proceeding  or  investigation  of  any  kind  by WSI  Corporation  or its
successors or assigns relating to or arising from the  relationship  between the
Company and EarthWatch,  including without limitation any claim,  action,  suit,
proceeding or  investigation  by WSI Corporation in connection with that certain
Letter of Intent between the Company and EarthWatch referred to in Schedule 2.14
of the Disclosure  Schedule,  or agreements entered into between the Company and
EarthWatch  pursuant to such Letter of Intent; and (iii) there being outstanding
at the Closing any shares of capital  stock of the Company  other than those set
forth on Schedule 1 attached to the Stock  Purchase  Agreement or any right of a
person to purchase or receive any  additional  shares of capital  stock or other
securities  of  the  Company,   including  without  limitation  any  outstanding
subscriptions,  scrip, warrants, commitments,  conversion rights, calls, options
or agreements to issue or sell additional securities of the Company.

     (b) From and after the Closing Date, Buyer shall defend, indemnify and hold
harmless  Principals 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
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,

                                       25
                                     - 73 -
<PAGE>

partial or total,  of any of the covenants or  agreements  made by Buyer in this
Agreement to the extent not waived by Principals 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 ten 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, that (i) in such
event the  indemnified  party's  selection  of  counsel  shall be subject to the
approval of the  indemnifying  party,  which approval shall not be  unreasonably
withheld,  and (ii) 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  pursuant  to Section  6.02(a)(i)  or
Section 6.02(b) shall be made within a period of one year from the Closing Date.
Notwithstanding  anything  to the  contrary  in  this  Article  VI,  claims  for
indemnification  pursuant to Section 6.02(a)(ii) shall be made within five years
from the  Closing  Date,  and claims  for  indemnification  pursuant  to Section
6.02(a)(iii) may be made at any time and such  indemnification  obligation shall
survive indefinitely.

     6.03 Limitation on  Indemnification.  (a) Notwithstanding the provisions of
Section 6.02(a) hereof,  Principals shall not be obligated to indemnify and hold

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<PAGE>

harmless the Buyer  Indemnitee  Group:  (i) with respect to the  indemnification
contained  in clause (i) of  Section  6.02(a),  unless  and until the  aggregate
amount of all claims for which  indemnification  is sought under such clause (i)
exceeds Eighty  Thousand  Dollars  ($80,000),  and then only as to the amount by
which aggregate claims thereunder  exceed $80,000;  and (ii) with respect to the
indemnification  contained in clause (ii) of Section  6.02(a),  unless and until
the  aggregate  amount of all claims for which  indemnification  is sought under
such clause (ii) exceeds One Million Dollars  ($1,000,000),  and then only as to
the   amount  by  which   aggregate   claims   thereunder   exceed   $1,000,000.
Notwithstanding  the provisions of Section  6.02(b)  hereof,  Buyer shall not be
obligated to indemnify and hold harmless  Principals  until the aggregate of all
claims for which  indemnification  is sought against Buyer under Section 6.02(b)
of this Agreement and Section 6.02(a) of the Stock Purchase  Agreement  exceeds,
in the aggregate,  Eighty Thousand  Dollars  ($80,000),  and then only as to the
amount by which aggregate claims thereunder exceed $80,000.

     (b) There shall be no  limitations  (either  minimum  thresholds or maximum
amounts) applicable to the indemnification  contained in clause (iii) of Section
6.02(a).

     (c) Subject to the last  sentence of this Section  6.03(c),  the  aggregate
liability of Principals with respect to the indemnification  contained in clause
(i) of Section  6.02(a),  after giving  effect to the  limitations  set forth in
Section  6.03(a)  hereof,  and Buyer's  aggregate  liability with respect to the
indemnifications  contained  in Section  6.02(b) of this  Agreement  and Section
6.02(a) of the Stock Purchase Agreement,  after giving effect to the limitations
set forth in Section 6.03(a) hereof, shall not exceed $2,000,000, and each party
hereto waives (on its own behalf, and on behalf of all indemnified persons named
hereunder  benefiting  from such  party's  indemnification)  any and all rights,
claims  and  causes of  action  that it or such  persons  may have  against  the
indemnifying  party  under such  indemnification  provisions  to the extent such
rights, claims and causes of action would or could result in aggregate liability
of the indemnifying party in excess of $2,000,000.  Subject to the last sentence
of this Section 6.03(c),  the aggregate  liability of Principals with respect to
the  indemnification  contained in clause (ii) of Section 6.02(a),  after giving
effect to the limitations set forth in Section 6.03(a) hereof,  shall not exceed
$1,000,000,  and  Buyer  waives  (on its own  behalf  and on behalf of the Buyer
Indemnitee Group) any and all rights, claims and causes of action that it or the
Buyer  Indemnitee   Group  may  have  against   Principals  under  such  Section
6.02(a)(ii)  to the extent  such  rights,  claims and causes of action  would or
could  result in  aggregate  liability of  Principals  in excess of  $1,000,000.
Notwithstanding the foregoing  provisions of this Section 6.03(c), the aggregate
liability  of each  Trust  with  respect to the  indemnifications  contained  in
clauses (i) and (ii) of Section 6.02(a) of this Agreement and Section 6.02(b) of
the Stock Purchase Agreement shall not exceed the amount set forth opposite such
Trust's name in Schedule 1 attached to the Stock Purchase  Agreement,  being the
purchase price for such Trust's Shares.

     (d) Except for  liability  provided for in Section  7.02(b)  hereof and the
remedy of specific  performance  provided for in Section 8.12 hereof, each party
hereto  acknowledges  and agrees that his or its sole and exclusive  remedy with
respect to any and all claims  relating to the subject  matter of this Agreement
shall be pursuant to the  indemnification  provisions  set forth in this Article
VI. In furtherance of the  foregoing,  each party waives,  to the fullest extent
permitted under applicable law, any and all rights,  claims and causes of action
that it may have  against  the  other  party  arising  under  or based  upon any

                                       27
                                     - 75 -
<PAGE>

federal, state or local statute, law, ordinance,  rule or regulation, or arising
under or based upon common law or  otherwise,  except to the extent  provided in
this Article VI.

                                   ARTICLE VII
                           TERMINATION AND ABANDONMENT

     7.01 Termination. This Agreement may be terminated at any time prior to the
Closing:

     (a) by the mutual consent of Principals and Buyer; or

     (b) by either Buyer or Principals if the Closing shall not have occurred on
or before  December  31,  1998 or such later date as may be agreed upon by Buyer
and Principals; or

     (c) upon the termination of the Stock Purchase Agreement.

     7.02  Procedure and Effect of  Termination.  In the event of termination of
this Agreement and abandonment of the transactions contemplated hereby by any or
all of the parties  pursuant  to Section  7.01,  written  notice  thereof  shall
forthwith be given to the other  parties to this  Agreement  and this  Agreement
shall  terminate and the  transactions  contemplated  hereby shall be abandoned,
without  further  action by any of the  parties  hereto.  If this  Agreement  is
terminated as provided herein:

     (a) the parties hereto will promptly  redeliver to the Company,  Principals
or Buyer, as the case may be, all documents,  work papers and other materials of
any other  party  relating  to the  transactions  contemplated  hereby,  whether
obtained before or after the execution hereof; and

     (b) no party hereto shall have any  liability or further  obligation to any
other party to this Agreement pursuant to this Agreement except (i) with respect
to Section  4.04,  and (ii)  solely  with  respect to  terminations  pursuant to
Section  7.01(b),  any party whose material  breach of any covenant or agreement
hereunder shall have resulted in the failure of the transactions contemplated by
this Agreement to close, shall be liable for breach of contract or otherwise, to
the extent provided by law (it being  understood,  however,  that any matter set
forth on a Disclosure Supplement hereunder shall not be construed as a breach or
default of this  Agreement);  provided,  however,  that this subsection (b) (ii)
shall not be construed to limit the remedies otherwise available with respect to
such defaulting party.


                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

     8.01 Amendment and Modification. This Agreement may be amended, modified or
supplemented only by written agreement of Buyer and Principals.

                                       28
                                     - 76 -
<PAGE>

     8.02 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
8.02.

     8.03 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.

     8.04   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,
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 Principals, to:
                  Stephen P. Kavouras
                  11400 Rupp Drive
                  Burnsville, Minnesota  55337
                  Facsimile:  612-882-4447

                  with a copy to:

                  Faegre & Benson, L.L.P.
                  2200 Norwest Center
                  90 South Seventh Street
                  Minneapolis, Minnesota 55402
                  Attn: Andrew G. Humphrey
                  Facsimile:  612-336-3026

         (b)      if to Buyer, to:

                  Data Transmission Network Corporation
                  9110 West Dodge Road
                  Suite 200
                  Omaha, Nebraska  68114
                  Attn: Greg T. Sloma, President
                  Facsimile:  402-390-7188

                                       29
                                     - 77 -
<PAGE>

                  with a copy to:
                  Abrahams Kaslow & Cassman
                  8712 West Dodge Road
                  Suite 300
                  Omaha, Nebraska  68114
                  Attn: R. Craig Fry
                  Facsimile:  402-392-0816

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).

     8.05 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.

     8.06  Governing  Law;  Consent to  Jurisdiction.  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.

     8.07  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.

     8.08  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.

     8.09 Entire  Agreement.  This Agreement,  including the Exhibits hereto and
the agreements (including the Stock Purchase Agreement),  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.   Notwithstanding  the  foregoing,   the  terms  of  that  certain
Confidentiality  Agreement between the Company and Buyer dated December 30, 1997
shall continue in effect.

                                       30
                                     - 78 -
<PAGE>

     8.10 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) 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.

     (g) 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.

     8.11  Severability.  The parties hereto  acknowledge that the provisions of
this Agreement are  reasonable  under the  circumstances.  Any provision of this
Agreement that is prohibited or unenforceable  in any jurisdiction  shall, as to
such  jurisdiction,  be  ineffective  to  the  extent  of  such  prohibition  or
unenforceability   without  invalidating  the  remaining  provisions  hereof  or
affecting  the  validity  or  enforceability  of such  provisions  in any  other
jurisdiction.

     8.12 Specific  Performance.  Each of the parties  hereto  acknowledges  and
agrees that the other parties hereto would be  irreparably  damaged in the event
any of the  provisions of this  Agreement  are not performed in accordance  with
their specific terms or are otherwise breached. Accordingly, each of the parties
hereto agrees that they each shall be entitled to an  injunction or  injunctions
to  prevent  breaches  of the  provisions  of  this  Agreement  and  to  enforce
specifically  this Agreement and the terms and  provisions  hereof in any action
instituted  in any  court of the  United  States  or any  state  thereof  having

                                       31
                                     - 79 -
<PAGE>

personal  and subject  matter  jurisdiction,  in addition to any other remedy to
which such party may be entitled at law or in equity. In the event of any action
or  proceeding  to  enforce  the terms and  conditions  of this  Agreement,  the
prevailing  party  shall be entitled to an award of  reasonable  attorneys'  and
expert's fees and costs in addition to such other relief as may be granted.

     8.13 Primary  Obligation.  The  obligations  and  liabilities of Principals
under  this  Agreement  shall be  primary  and shall be the  joint  and  several
obligation and liability of each Principal.  Principals  agree that in any right
of action  which may accrue to Buyer  under this  Agreement,  Buyer may  proceed
against any of the  Principals  without  having  commenced  any action or having
obtained any judgment and without first attempting to collect or proceed against
any  other  Principal  or any of the  Sellers  pursuant  to the  Stock  Purchase
Agreement.

     IN WITNESS  WHEREOF,  Principals  and Buyer  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.

                                       DATA TRANSMISSION NETWORK
                                       CORPORATION


                                       By: /s/ Greg T. Sloma
                                           ---------------------------------
                                           Greg T. Sloma, President

                                           
                                           
                                       STEPHEN P. KAVOURAS REVOCABLE
                                       TRUST UNDER AGREEMENT DATED
                                       SEPTEMBER 13, 1995

                                       By: /s/ Stephen P. Kavouras
                                           ---------------------------------
                                           Stephen P. Kavouras, Trustee

                                       IRREVOCABLE GST TRUST FOR STEPHEN
                                       P. KAVOURAS UNDER AGREEMENT
                                       DATED JULY 29, 1997

                                       By ______________________________
                                          Stephen P. Kavouras, Trustee


                                       And ____________________________
                                           Laura Burrow, Trustee


                                       32
                                     - 80 -
<PAGE>

                                    EXHIBIT A

                              EMPLOYMENT AGREEMENT

     This  Employment  Agreement is made and entered into as of the _____ day of
____________,   1998,  between  KAVOURAS,  INC.  (the  "Company"),  a  Minnesota
corporation, and STEPHEN P. KAVOURAS (the "Executive").

                                      * * *

     WHEREAS, the Company, a subsidiary of Data Transmission Network Corporation
("DTN"),  desires to employ the Executive as its  President and Chief  Executive
Officer; and

     WHEREAS, the Executive 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 Executive agree as follows:

     1.  Employment and Duties.  The Company hereby employs the Executive as its
President and Chief Executive  Officer and agrees to cause the Executive  during
the term of this agreement to be elected or appointed to such corporate  offices
and as a  director  of the  Company.  The  duties  and  responsibilities  of the
Executive  shall consist of the duties and  responsibilities  of the Executive's
corporate offices and positions which are set forth in the bylaws of the Company
from time to time and such other duties and responsibilities consistent with the
Executive's  corporate offices and positions which the Board of Directors of the
Company may from time to time assign to the  Executive.  During the term of this
agreement,  the  Executive  shall  serve as a director  of the  Company  without
additional compensation.

     2.  Term.  The  term of this  agreement  shall  begin  on the  date of this
agreement  and shall  continue  thereafter  for a period of sixty  (60)  months,
unless terminated earlier in accordance with this agreement. The Executive shall
remain an employee  at-will.  Either the  Executive 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  one  hundred  eighty  (180)  days  advance  written  notice  of his or its
intention to terminate this agreement, except in the event of the termination of
Executive'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 Executive
will perform his duties at the Company's offices in Burnsville,  Minnesota,  and
he will not be required to relocate or transfer his principal  residence  during
the term of this agreement.

     4.  Compensation.  The Company  agrees to pay the Executive a signing bonus
(the "Signing  Bonus") of Four Hundred Fifty Thousand  Dollars  ($450,000).  The
Signing  Bonus shall be paid in full on the date of this  agreement,  and is not
subject to  forfeiture.  In addition,  the Company agrees to pay the Executive a

                                       33
                                     - 81 -
<PAGE>

base salary (the "Base Salary") of One Hundred Sixty Thousand Dollars ($160,000)
per year (it being  understood,  however,  that Executive  shall be eligible for
discretionary  increases  in such  Base  Salary  in a manner  similar  to senior
executives of DTN).  The Base Salary shall be paid in periodic  installments  in
accordance with the Company's regular payroll practices.

     5. Annual Bonus.  The Executive shall  participate in the Company's  annual
bonus  plan in  effect  during  the term of this  agreement  which  will  reward
targeted  performance by the Executive in a manner similar to senior  executives
under  DTN's  annual  bonus plan in effect  during  the term of this  agreement.
Without  limiting  the  foregoing,   if  the  goals  by  which  the  Executive's
performance  is measured are reached for the first year of such plan, the annual
bonus would represent approximately 75% of the Executive's Base Salary.

     6. Special Bonus. In addition to the Executive's  Base Salary and any other
benefits to which the Executive is entitled under this agreement,  the Executive
also shall be  entitled  to receive a bonus (the  "Bonus")  from the  Company of
fifteen percent (15%) of the net proceeds,  if any, received by the Company from
the sale,  transfer or other  disposition of the Class C Common Shares (or other
equity)  issued or to be issued to the Company  pursuant to that certain  Master
Agreement  dated  October  15,  1997,  between  the  Company  and  New  Horizons
Telecasting,  Inc.  The  Executive  shall be eligible  for the Bonus even if the
Executive  is no longer an  employee  of the  Company  at the time of such sale,
provided that such eligibility shall terminate upon the fifth anniversary of the
termination of employment of the Executive (except if the Company terminates the
employment of the Executive  without Cause, in which case such eligibility shall
terminate  upon the later of such date and the tenth  anniversary of the date of
this  agreement.  The Bonus shall be paid to the  Executive  promptly  after the
proceeds of the sale,  transfer or other  disposition  have been received by the
Company.

     7.  Expenses.  During the term of this  agreement,  the Executive  shall be
entitled to prompt  reimbursement by the Company of all reasonable  ordinary and
necessary  travel,  entertainment,  and other expenses incurred by the Executive
(in accordance  with the policies and procedures  established by the Company for
its senior executive officers,  which shall be similar to those for DTN's senior
executives)  in the  performance of his duties and  responsibilities  under this
agreement; provided, that the Executive shall properly account for such expenses
in accordance with Company policies and procedures.

     8. Other Benefits.  During the term of this agreement,  the Executive shall
be entitled to all of the fringe benefits which are provided to employees of the
Company generally.  During the term of this agreement,  the Executive also shall
be entitled to  participate  in such other  fringe  benefits,  benefit  plans or
programs which the Company or DTN from time to time may make available either to
its employees  generally or to its senior  executive  officers,  such as but not
limited to the Data Transmission Network Corporation 401(k) plan.

                                       34
                                     - 82 -
<PAGE>

     9.  Vacations  and  Holidays.  The  Executive  shall  be  entitled  to paid
vacations and holidays in accordance with the Company's  policies in effect from
time to time for its senior executive officers,  which shall be similar to those
for DTN's senior executives.

     10. Other Activities.  The Executive 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. Despite the foregoing, the Executive shall be
free to invest his assets in such  manner as will not  require  any  substantial
services by the  Executive  in the conduct of the  businesses  or affairs of the
entities or in the  management of the properties in which such  investments  are
made.

     11.  Termination.  The  Executive's  employment  under this agreement shall
terminate  upon his  death.  If the  Executive  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  Executive's
employment under this agreement.  The Company also may terminate the Executive'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 Executive,  (iii) habitual
and material  negligence by the Executive in the performance of his duties under
or pursuant to this  agreement,  (iv) material  non-compliance  by the Executive
with his  obligations  under Section 10 (after having  received  written  notice
thereof  and a right to cure) or (v)  failure of the  Executive  to abide by the
lawful  directives  of the  Board  of  Directors  of the  Company  that  are not
inconsistent  with the terms of this Agreement.  In the event of the termination
of the  Executive's  employment  pursuant to any of the first three sentences of
this Section 11 or if the Executive  voluntarily  terminates employment with the
Company,  the Executive (or, in the event of the Executive's  death, his estate)
shall be entitled  to retain the entire  Signing  Bonus and that  portion of the
Base  Salary  earned  by  the  Executive  up  to  the  effective  date  of  such
termination,  provided that during any period when the Executive 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  Executive
receives from Company-sponsored disability insurance as a reimbursement for lost
earnings or wages relating to such period.


                                       35
                                     - 83 -
<PAGE>

     12. Termination  Without Cause. If the Company terminates the employment of
the  Executive  for any reason  other than those  referred to in Section 11, the
Company shall pay the Executive,  upon the effective  date of such  termination,
the then current  present  value of all  remaining  payments of Base Salary 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  Executive  shall not
receive  any  additional  severance  pay upon  his  termination  of  employment,
regardless of the Company's severance policy for its employees generally.

     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 Executive:                  Stephen P. Kavouras
                                           11400 Rupp Drive
                                           Burnsville, MN 55337

     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. 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 Executive and an officer of the Company (other than
the Executive) so authorized by the Board of Directors of the Company. 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

                                       36
                                     - 84 -
<PAGE>

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.

     16.  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.

     17.   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.

     18. 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.

     19.  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.

     20.  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,
Minneapolis,  Minnesota,  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.

                                       37
                                     - 85 -
<PAGE>

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


                                         KAVOURAS, INC., a Minnesota corporation



                                         By: /s/ Stephen P. Kavouras
                                         Title: ________________________________




                                            ------------------------------------
                                            Stephen P. Kavouras




                                       38
                                     - 86 -
<PAGE>




                                    EXHIBIT B


                               CONFIDENTIALITY AND
                            NON-COMPETITION AGREEMENT

     THIS   AGREEMENT  is  made  and  entered  into  as  of  the  _____  day  of
_________________,  1998, by Stephen P. Kavouras ("Shareholder") for the benefit
of Data  Transmission  Network  Corporation,  a  Delaware  corporation,  and its
subsidiaries and affiliated corporations (collectively, "DTN").

                                R E C I T A L S:

     A. Prior to the date hereof,  Kavouras,  Inc. has operated a business which
gathers,  formats,  and  distributes  various weather  information  services and
manufactures  and sells  world-wide  radar  equipment and other weather  related
equipment and accessories. For purposes of this Agreement, all of the businesses
of Kavouras, Inc. are collectively referred to herein as the "Business".

     B.  Pursuant to the terms and  conditions  of that certain  Stock  Purchase
Agreement dated _____________,  1998, effective today, Data Transmission Network
Corporation acquired all of the capital stock of Kavouras,  Inc. (the "Company")
and, accordingly, DTN has acquired beneficial ownership of the Business.

     C. DTN operates  communication and information service businesses which are
currently conducted throughout the United States of America and Canada.

     D.  Shareholder  was the beneficial  owner of a majority of the outstanding
shares of  capital  stock of the  Company  and Chief  Executive  Officer  of the
Company.  As a result of  Shareholder's  executive  position  with the  Company,
Shareholder was entrusted with highly sensitive,  confidential,  and proprietary
information  relating to the  Business,  including  but not limited to knowledge
regarding  the future  plans,  trade  secrets,  know-how,  products,  suppliers,
clients,  and  employees  of the  Business,  which  information  DTN  desires to
protect.

     E. In order to prevent the improper  use of  confidential  and  proprietary
information  relating to the Business and the resulting  unfair  competition and
misappropriation and diminution of the goodwill and other proprietary  interests
of the Business which were acquired by DTN,  Shareholder agrees that limitations
must be imposed on  Shareholder's  right to compete  with the  Business,  or use
confidential information of the Business or its clients.

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  recitals  and  DTN
acquiring the Business, the parties agree as follows:

                                       39
                                     - 87 -
<PAGE>

SECTION 1 - NONDISCLOSURE OF CONFIDENTIAL INFORMATION.

     (a) "Confidential Information" means information, not generally known, that
is proprietary to the Business, including without limitation:

     1)  the financial and accounting data,  sales records,  profit and loss and
         other performance reports,  pricing manuals,  training manuals, selling
         and  pricing  procedures,   financing  methods,   data  processing  and
         communication  information,  technical  data,  securities  information,
         agreements with insurers, banks, and other service providers, and trade
         secrets  and  know-how  regarding  the  products  and  services  of the
         Business;

     2)  the personnel and salary information of the Business,  including wages,
         bonuses, commissions, and fringe benefits of the Business;

     3)  the production and processing  procedures,  formulae and systems of the
         Business;

     4)  the vendor and supplier information of the Business;

     5)  the buying  practices,  sources of supply for components,  the quality,
         prices and usage of components,  information  and materials,  manner of
         vendor payment, profit margins,  expense ratios, pricing, lead time and
         other information concerning the buying activities of the Business;

     6)  the client lists and prospect lists of the Business, including, without
         limitation,   names  of  contacts,  products  and  services  purchased,
         quantities  of  products  and  services  purchased,  pricing  including
         discounts and add-ons,  terms,  credit histories,  timing of purchases,
         and payment  histories,  special  demands of  particular  clients,  and
         current and anticipated  requirements of clients generally for products
         or services of the Business;

     7)  the  marketing   information  of  the  Business,   including,   without
         limitation,  research,  development,  testing  and client  surveys  and
         preferences  regarding  the current and new products or services of the
         Business,  and  specifications  of any new  products or services  under
         development by or for the Business;

     8)  the  business  projections,  strategic  planning,  marketing  planning,
         activity  and  practices,  marketing  systems and  procedures,  pricing
         policies and  practices,  and inventory  procedures  and systems of the
         Business; and

     9)  confidential information of the clients of the Business.

Notwithstanding the foregoing,  "Confidential Information" shall not include any
of the items in this  Section  which  (i) have  become  publicly  known and made
generally  available  through no wrongful  act of  Shareholder  or of others who

                                       40
                                     - 88 -
<PAGE>

Shareholder  did not know and had no  reasonable  basis for  knowing  were under
confidentiality obligations as to the item or items involved or (ii) have become
available to  Shareholder on a  non-confidential  basis from another source that
has represented that it is entitled to disclose it to the general public.

     (b)  Shareholder  hereby agrees not to directly or indirectly  disclose any
Confidential Information to any third party without the prior written consent of
DTN,  except to the  extent  disclosure  is  required  by law or  regulatory  or
judicial order.  Shareholder  further agrees not to use, directly or indirectly,
any Confidential Information for the benefit of Shareholder or any third party.

SECTION 2 - RESTRICTIONS AGAINST COMPETITION.

     In order to prevent the improper use of  Confidential  Information  and the
resulting unfair competition and misappropriation and diminution of the goodwill
and other  proprietary  interests  of the Business  which were  acquired by DTN,
Shareholder  hereby agrees that for a period of five (5) years after the date of
this Agreement (except as otherwise  provided in clause (f) below),  Shareholder
will not,  directly  or  indirectly,  on his own behalf or in the  service or on
behalf of others:

     a)  solicit any client of the  Business or DTN as of the date  hereof,  for
         the purpose of obtaining  the business of such client,  in  competition
         with the Business;

     b)  advise or recommend  to any other  person that such person  solicit any
         client of the Business or DTN as of the date hereof, for the purpose of
         obtaining  the  business  of  such  client,  in  competition  with  the
         Business;

     c)  solicit any  prospective  client of the  Business or DTN as of the date
         hereof,  for the purpose of obtaining  the business of such client,  in
         competition with the Business;

     d)  advise or recommend  to any other  person that such person  solicit any
         prospective  client of the Business or DTN as of the date  hereof,  for
         the purpose of obtaining  the business of such client,  in  competition
         with the Business;

     e)  work for himself or a competitor in an employee, managerial, marketing,
         sales,  consulting or other capacity in carrying on a business  similar
         to or in competition with (i) the Business or other weather information
         services provided by DTN, or (ii) prospective  services being developed
         by the Business during  Shareholder's  employment with the Company, the
         details of which  Shareholder  was privy to in  Shareholder's  position
         with  the  Company;   provided  that   notwithstanding  the  foregoing,
         Shareholder  shall  thereafter  still  be  restricted  from  using  the
         Confidential Information pursuant to Section 1 hereof; or

                                       41
                                     - 89 -
<PAGE>

     f)  for a period  commencing the date hereof and continuing until the first
         anniversary  of  Shareholder's   termination  of  employment  with  the
         Company,  solicit or recruit for  employment,  or attempt to solicit or
         recruit for employment, or advise or recommend to any other person that
         such person solicit or recruit for employment, or attempt to solicit or
         recruit for employment,  any person who was employed by the Company and
         worked in the Business during the twelve (12) month period  immediately
         preceding the effective  date of the  acquisition of the Company by DTN
         and who  continued  to be employed by the Company  after the  effective
         date of such acquisition.

     The phrase  "prospective  client" shall mean those businesses with whom any
representative  of either the Company or the weather  services  operators of DTN
had substantial and extended actual and personal  contact during the twelve (12)
month period immediately  preceding any such act to develop new business for the
Business,  including  developing  sales  strategies,  marketing  information and
proposals, and negotiating providing services to such prospective clients.

     Shareholder  agrees that it is  reasonable  to restrict  the  Shareholder's
competition during the time period described above in the entire geographic area
in which the Company or DTN operates and that the restrictions set forth in this
Agreement  (including,  but not limited to, the period of restriction,  activity
and  geographic  area set forth)  are fair and  reasonable  and are  necessarily
required for the  protection of the interests of DTN and to prevent the improper
use of  Confidential  Information  and  the  resulting  unfair  competition  and
misappropriation and diminution of the goodwill and other proprietary  interests
of the Business acquired by DTN.

SECTION 3 - ENFORCEMENT OF RESTRICTIONS.

     Shareholder  understands  and agrees  that his  access to the  Confidential
Information and clients of the Business makes such  restrictions  both necessary
and reasonable.

     Shareholder  agrees with DTN that if Shareholder  shall violate or threaten
to violate  any of the terms of this  Agreement,  then DTN shall be  entitled to
injunctive relief;  such remedy shall be in addition to and not in limitation of
any  rights  or  remedies  to which  DTN is or may be  entitled  to at law or in
equity.

     The parties agree that the covenants  contained in Sections 1 and 2 of this
Agreement are  independent  of one another and are  severable.  In the event any
part of the  covenants  contained in Section 1 or 2 of this  Agreement  shall be
held  to  be  invalid  or  unenforceable,  the  remaining  parts  thereof  shall
nevertheless  continue  to be valid and  enforceable  as though the  invalid and
unenforceable  part had not been  included  herein.  If any  provisions of these
covenants relating to the time period, activity and/or area of restriction shall
be  declared by a court of  competent  jurisdiction  to exceed the maximum  time
periods,  activities or areas which such court deems reasonable and enforceable,
the  parties  agree that the court  making such a  determination  shall have the
power to reduce the time  period,  activity  and/or area of  restriction  to the
maximum time period,  activity and/or area which such court deems reasonable and
enforceable.

                                       42
                                     - 90 -
<PAGE>

SECTION 4 - CONSIDERATION.

     As  consideration   for  the  performance  and  compliance  by  Shareholder
hereunder,  DTN hereby covenants and agrees to pay Shareholder the aggregate sum
of Four Million Dollars ($4,000,000) payable as follows: (i) Two Million Dollars
($2,000,000)  shall  be paid to  Shareholder  on the  date  hereof  and (ii) the
remaining  amount  shall be  payable in five  annual  payments  of Four  Hundred
Thousand  Dollars  ($400,000) each commencing on the one year anniversary of the
date of this Agreement and continuing on each  anniversary date thereafter until
fully paid.  Upon any material  breach of this Agreement by  Shareholder  (other
than unintentional breaches of Section 1 hereof), the obligations of DTN to make
such payments shall cease immediately.

SECTION 5 - ATTORNEY REVIEW.

     Shareholder  was advised and  encouraged to review this  Agreement with his
private attorneys before signing it. To the extent, if any, that the Shareholder
desired,  Shareholder  has  taken  advantage  of  this  right.  Shareholder  has
carefully read and fully understands all of the provisions of this Agreement and
is voluntarily entering into this Agreement.

SECTION 6 - SUCCESSORS, ASSIGNS AND THIRD PARTY BENEFICIARIES.

     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.

SECTION 7 - MISCELLANEOUS.

     This writing  constitutes the entire  agreement  between the parties hereto
and supersedes any prior  understanding  or agreements among them respecting the
subject matter.  Except as otherwise set forth in this  Agreement,  there are no
extraneous representations, arrangements, understandings, or agreements, oral or
written,  among the parties  hereto,  except those fully  expressed  herein.  No
amendments or  modifications to the terms of this Agreement shall be made unless
made in writing  and signed by all the  parties  hereto.  The  failure of either
party to enforce at any time any of the provisions of this  Agreement  shall not
be  construed  as a waiver  of such  provisions  or of the  right of such  party
thereafter to enforce any such  provisions.  The existence of any claim or cause
of action by Shareholder  against DTN, not based upon this Agreement,  shall not
constitute a defense to the enforcement of this Agreement by DTN.

SECTION 8 - HEADINGS.

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

                                       43
                                     - 91 -
<PAGE>

SECTION 9 - APPLICABLE LAW.

     This  Agreement  shall be governed by and construed in accordance  with the
internal substantive laws, and not the conflicts of law principles, of the State
of Minnesota.

                            [SIGNATURE PAGE FOLLOWS]

                                       44
                                     - 92 -
<PAGE>



                                SIGNATURE PAGE TO
                  CONFIDENTIALITY AND NON-COMPETITION AGREEMENT


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.




                                        ----------------------------------------
                                        Stephen P. Kavouras, Shareholder



                                        DATA TRANSMISSION NETWORK
                                        CORPORATION , a Delaware corporation



                                        By:____________________________________
                                        Its:___________________________________



                                       45
                                     - 93 -
<PAGE>

                                    EXHIBIT C




                                (Opinion of AK&C)

                           Dated _______________ ,1998



The Stephen P. Kavouras Revocable Trust
   under Agreement dated September 13, 1995,
The Irrevocable GST Trust for Stephen P. Kavouras
   under Agreement dated July 29, 1997
and Stephen P. Kavouras
11400 Rupp Drive
Burnsville, MN  55337

Gentlemen:

     We have acted as  counsel to Data  Transmission  Network  Corporation  (the
"Company"), a Delaware corporation, in connection with the Company's purchase of
all of the issued and outstanding  capital stock of Kavouras,  Inc.  pursuant to
that certain Stock Purchase  Agreement dated as of March ___, 1998, among all of
the  stockholders  of  Kavouras,  Inc.  and the  Company  (the  "Stock  Purchase
Agreement") and that certain  Agreement  Regarding Stock Acquisition dated as of
March ___, 1998,  among the Company and you (the  "Agreement").  This opinion is
being rendered to you pursuant to Section 5.02(b) of the Agreement.  Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in
the Agreement.

     In connection  with this opinion,  we have  examined  originals,  or copies
certified  or  otherwise  identified  to our  satisfaction,  of such  documents,
corporate records, certificates, including certificates of public officials, and
other  instruments as we have deemed necessary or advisable for purposes of this
opinion,  including those relating to the authorization,  execution and delivery
of the Stock  Purchase  Agreement and the  Agreement.  We reviewed the following
documents and agreements:

     (i)   the Stock  Purchase  Agreement  and the Agreement  (collectively  the
           "Acquisition Agreements");

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

     (iii) the  Bylaws of the  Company  as  certified  by the  Secretary  of the
           Company on the date of this opinion letter (the "Bylaws"); and

                                       46
                                     - 94 -
<PAGE>

     (iv)  actions  taken by the Board of  Directors of the Company to authorize
           the transactions contemplated by the Acquisition Agreements.

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

     As used in this opinion,  the expression "to our knowledge"  with reference
to matters of fact means that after an  examination of documents in our files or
made  available  to us by the  Company  and after  inquiries  of officers of the
Company, and considering the actual knowledge of those attorneys in our firm who
have given  substantive  attention  to legal  matters for the  Company,  without
independent  investigation or inquiry as to factual  matters,  but not including
any  constructive  or imputed  notice of any  information,  we find no reason to
believe that the opinions expressed herein are factually incorrect. Beyond that,
we 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, we are
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.

     2. The Company has the corporate  power and authority to execute,  deliver,
and  perform the  Acquisition  Agreements  and to  consummate  the  transactions
contemplated  thereby.  The  Acquisition  Agreements have been duly executed and
delivered by the Company and  constitute  valid and binding  obligations  of the
Company,  enforceable  against the Company in accordance  with their terms.  The
execution,  delivery  and  performance  of the  Acquisition  Agreements  and the
consummation of the transactions contemplated thereby have been duly and validly
authorized by all necessary corporate action on the part of the Company.

     3.  Except  as  set  forth  in  the  Acquisition  Agreements,  neither  the
execution,  delivery,  nor  performance  of the  Acquisition  Agreements nor the
consummation  of the  transactions  contemplated  thereby (i) conflicts  with or

                                       47
                                     - 95 -
<PAGE>

violates any provisions of the  Certificate of  Incorporation  or By-laws of the
Company,  (ii) to our knowledge,  violates any judgment,  decree, order, writ or
injunction specifically naming the Company, (iii) to our 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 (iv) to our knowledge,
violates any statute, rule or regulation.

     This  opinion  relates  solely  to the laws of the State of  Nebraska,  and
applicable  Federal  laws of the United  States,  and we express no opinion with
respect to the effect or  applicability of the laws of other  jurisdictions.  We
have assumed  that,  and our  opinions  expressed in paragraph 2 above are based
upon our assumption that, the internal laws of the State of Nebraska and Federal
law govern the provisions of the  Acquisition  Agreements  and the  transactions
contemplated thereby.

     Our opinions relating to validity,  binding effect,  and  enforceability of
the Acquisition Agreements are subject to (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,  (ii) Nebraska law which may restrict your right to
collect   attorneys'  fees  from  a  defaulting   party,   (iii)  public  policy
considerations  or  statutory  provisions  which may  limit a party's  rights to
indemnification  against liability for its own wrongful or negligent acts and to
obtain  certain  remedies  (iv)  provisions  of Nebraska law which  restrict the
concurrent exercise of multiple remedies,  (v) principles of equity which permit
the exercise of judicial  discretion  (regardless of whether such enforceability
is considered  in a proceeding in equity or at law). In applying the  principles
of equity referred to in the preceding  clause (v) a court,  among other things,
might not allow a contractual party to declare a default deemed immaterial; such
principles  of equity,  as applied by a court,  also might include a requirement
that a contractual party act reasonably and in good faith. We express no opinion
as to the  enforceability  of provisions  of the  Acquisition  Agreements  which
involve  disclaimers,  liability  limitations  with  respect  to third  parties,
releases  of legal or  equitable  defenses,  liquidated  damages,  or waivers of
notices,  rights, or remedies, or which impose penalties or forfeitures upon the
occurrence  of  a  default.  Certain  remedial  provisions  of  the  Acquisition
Agreements may be  unenforceable  in whole or in part, but the inclusion of such
provisions does not affect the validity of the Acquisition Agreements;  however,
the  unenforceability of such provisions may result in delays in the enforcement
of the Buyer's  rights and remedies  under the  Acquisition  Agreements  (and we
express no opinion as to the economic consequences, if any, of such delays).

     We are 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 us, as counsel for the  Company,  solely for your  benefit in
connection with the transactions  contemplated by the Acquisition Agreements and
upon the understanding that we are not hereby assuming any responsibility to any
other  person  whatsoever.  This opinion may not be quoted or relied upon by any
other person or used for any other purpose  without our prior  written  consent.
This opinion is rendered as of the date hereof and we do not undertake to advise
you of matters  which occur  subsequent  to the date hereof and which affect the
opinions expressed herein.

                                           Very truly yours,

                                           ABRAHAMS, KASLOW & CASSMAN


                                           By:

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                                     - 96 -
<PAGE>

                                    EXHIBIT D


                               CLOSING CERTIFICATE


     The  undersigned,  being  those  parties  collectively  referred  to as the
"Principals"  in  that  certain  Agreement   Regarding  Stock  Acquisition  (the
"Agreement") dated March ___, 1998, with Data Transmission  Network  Corporation
(the "Buyer"), do hereby certify to the Buyer as follows:

     1. The  undersigned  have  performed and complied in all material  respects
with all  agreements,  obligations,  conditions  and covenants  contained in the
Agreement and the Stock Purchase Agreement required to be performed and complied
with at or prior to the date hereof and all  representations  and  warranties of
the undersigned set forth in the Agreement and the Stock Purchase  Agreement are
true and correct in all material  respects as if made on and as of this date, as
amended by any Disclosure Supplements as of the date hereof.

     2. There has been no material  adverse change in the assets or liabilities,
the business or condition,  financial or otherwise, or the results of operations
of the Company from February 28, 1998.

     3. The  undersigned  hereby jointly and severally  represent and warrant to
Buyer that the 1997 Audited  Financial  Statements (as defined in the Agreement)
(i) have been prepared in accordance  with the books and records of the Company,
and (ii) present fairly the financial position of the Company as of December 31,
1997, and the results of operations  for the year then ended,  all in conformity
with generally accepted accounting principles.

        DATED as of ______________, 1998



                                               /s/ Stephen P. Kavouras
                                               -----------------------------
                                               Stephen P. Kavouras
                                       49
                                     - 97 -
<PAGE>

                                               STEPHEN P. KAVOURAS REVOCABLE
                                               TRUST UNDER AGREEMENT DATED
                                               SEPTEMBER 13, 1995

                                               By /s/ Stephen P. Kavouras
                                                  -----------------------------
                                                  Stephen P. Kavouras, Trustee


                                               IRREVOCABLE GST TRUST FOR STEPHEN
                                               P. KAVOURAS UNDER AGREEMENT
                                               DATED JULY 29, 1997


                                               By /s/ Stephen P. Kavouras
                                                  ----------------------------
                                                  Stephen P. Kavouras, Trustee


                                               And /s/ Laura Burrow
                                                  -------------------------
                                                  Laura Burrow, Trustee



                                       50
                                     - 98 -

<PAGE>




                                    EXHIBIT E


                  [Insert Form of Opinion of Sellers' Counsel]


                                       51
                                     - 99 -