ASSET PURCHASE AGREEMENT


     THIS ASSET  PURCHASE  AGREEMENT  is made and  entered  into this 3rd day of
March, 1998, by and among CDS Group, Inc., a Tennessee  corporation  ("Seller"),
Data Transmission Network Corporation, a Delaware corporation ("Buyer"), and Tim
Huggins, an individual (the "Stockholder").

                                    RECITALS:

     A. Seller is engaged in the business of selling computer hardware,  selling
and  licensing  computer  software,  and  supporting  such hardware and software
through  hardware  maintenance  contracts and software  support  contracts  (the
"Business").

     B. Seller desires to sell substantially all of the assets used by it in the
conduct of the Business with respect to those customers receiving any portion of
Seller's services related to the cotton industry (the "Cotton  Customers"),  and
Buyer desires to acquire such assets.

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

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

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

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

     (b)  All of Seller's intangible property used in the Business to the extent
          assignable,  including but not limited to rights, privileges, benefits
          and interests under all contracts,  agreements, consents and licenses;
          computer  software used or useful in the Business  (including  but not
          limited to the software listed on Schedule 1 attached hereto); permits
          or certificates of occupancy; agreements, leases and arrangements with
          respect to  intangible  or  tangible  property or  interests  therein;
          agreements  with  suppliers  and the Cotton  Customers;  and  Seller's
          rights in and to the trade name "Cotton Data Systems";

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     (c)  All of Seller's accounts receivable, prepaid items, and unbilled costs
          and  fees  arising  from  or with  respect  to the  Cotton  Customers,
          including,  without  limitation,  the accounts receivable and unbilled
          costs and fees generated  from Seller's  general  accounting  software
          services to the Cotton Customers,  but excluding those items generated
          from Seller's customers who are not the Cotton Customers;

     (d)  All of Seller's information, files, records, data, plans, and recorded
          knowledge,  including  customer  and  supplier  lists,  related to the
          Business  and  similar or related  data,  but  excluding  those  items
          related  exclusively  to  Seller's  customers  other  than the  Cotton
          Customers; and

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

The term "Excluded Assets" means (i) Seller's cash and cash equivalents, in hand
or in bank  accounts,  and all  securities  of Seller,  (ii)  Seller's  computer
software  furnished  exclusively to customers  other than the Cotton  Customers,
(iii) contracts with customers other than the Cotton Customers, (iv) any records
not  relating to the  Business  and all  corporate,  accounting  and tax records
relating to the Business, and (v) Seller's rights under this Agreement.

     2. Purchase Price. Buyer agrees to pay, and Seller agrees to accept, as the
entire aggregate purchase price for the assets of Seller being acquired by Buyer
pursuant  to  Paragraph  1, the lesser of (i) the  aggregate  amount of Seller's
unpaid  liabilities  described on Schedule 2 attached  hereto or (ii) the sum of
$250,000  (hereinafter  referred to as the "Purchase Price"). The Purchase Price
may be paid by Buyer to Seller or, at the sole discretion of Buyer,  directly to
the creditors of Seller in amounts not to exceed  Seller's  liabilities  to such
creditors as  designated  by Seller.  The Purchase  Price shall be paid upon the
execution  of this  Agreement,  except for that  portion of the  Purchase  Price
related to  unsecured  creditors as set forth on Schedule 2, which shall be paid
in compliance with the Tennessee Uniform Commercial Code Bulk Transfers Act.

     3. Assumption of  Liabilities.  Buyer shall assume,  agree to perform,  and
discharge  when  due  only  those  obligations  of  Seller  arising  out  of the
contracts,  leases and agreements listed on Schedules 7(j) and 7(k) with respect
to  the  period  from  and  after  the  date  of  this  Agreement  (the  Assumed
Liabilities").  Seller and Buyer agree that, other than the Assumed Liabilities,
Buyer does not agree to assume and shall have no  responsibility  for any of the
debts, obligations or liabilities of Seller (the "Excluded Liabilities"), all of
which shall remain the sole  responsibility  of and shall be paid and discharged
by  Seller  as  they  become  due.  The  Excluded  Liabilities  include  without
limitation all of the following:

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

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

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

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

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

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

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

     5. Additional Documents. Concurrently with the execution of this Agreement,
Seller shall cause its legal counsel to execute and deliver to Buyer the opinion
of such  counsel  in the  form of  Exhibit  "A"  hereto.  Concurrently  with the
execution  of this  Agreement,  Seller and Buyer shall enter into a lease of the
premises used by Seller in the conduct of the Business (plus additional space as
described therein) in the form of Exhibit 2 hereto.

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

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

     (a)  That  Seller has full right and  lawful  authority  to enter into this
          Agreement and to sell the items of personal property to be acquired by
          Buyer  pursuant to this  Agreement;  that Seller's  performance of its
          obligations  under this  Agreement  will not  violate  any  agreement,
          document, trust (constructive or otherwise), order, judgment or decree
          to which Seller is a party or by which it is bound; and that, upon the
          transfer  and  assignment  of such  property to Buyer as  hereinbefore
          mentioned,  Buyer will acquire good and  merchantable  title  thereto,
          free  and  clear  of  any  liens,  encumbrances,  security  interests,
          actions, claims, and equities of any kind whatsoever.

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

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

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

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

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

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

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

     (i)  The  financial  statements  of Seller for the year ended  December 31,
          1997, furnished to Buyer fairly and accurately represent the financial
          operations of the Business for such year.

     (j)  That  Seller has listed on  Schedule  7(j) all of  Seller's  contracts
          (oral or  written)  with the Cotton  Customers  and  suppliers  of the
          Business;  Seller has no other  contracts  (oral or written)  with the
          Cotton Customers or suppliers of the Business. Seller has delivered to
          Buyer true,  correct  and  complete  copies of all  written  contracts
          relating to the  Business  (other than those  related  exclusively  to
          customers other than the Cotton  Customers),  and written summaries of
          the terms of all oral contracts  relating to the Business  (other than
          those  related   exclusively  to  customers   other  than  the  Cotton
          Customers),  and all of such contracts are presently in full force and
          effect  and are  assignable  to Buyer.  Seller  has not  received  any
          notices from any of the Cotton  Customers or suppliers of the Business
          that indicate that they intend to terminate any of such contracts and,
          except as  reflected  in the copies  delivered to Buyer or on Schedule
          7(j),  such  contracts  have not been amended and Seller and the other
          parties to such  contracts are not in default in any material  respect
          under  such  contracts.  Seller  has not  been  apprised  and does not
          currently  believe or have  reason to  believe  that any of the Cotton
          Customers  plan to  cancel  or reduce  the  volume  under any of their
          contracts.

     (k)  That  Schedule  7(k)  contains  a  complete  list  of all of  Seller's
          contracts  (oral and  written)  relating to the  Business  (other than
          those  related   exclusively  to  customers   other  than  the  Cotton
          Customers),  if any,  other  than the  contracts  with  customers  and
          suppliers listed on Schedule 7(j). Seller has delivered to Buyer true,
          correct  and  complete  copies  of all such  other  written  contracts
          relating to the  Business  and written  summaries  of the terms of all
          such other oral  contracts  relating to the Business,  and all of such
          contracts are  presently in full force and effect and are  assignable,
          and,  except  as  reflected  in the  copies  delivered  to Buyer or on
          Schedule 7(k), such contracts have not been amended and Seller and the
          other  parties to such  contracts  are not in default in any  material
          respect under such contracts.

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

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

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

     11.  Payment of  Liabilities.  Seller agrees to pay as promptly as possible
any and all  liabilities of Seller existing on the date of this Agreement and to
hold Buyer harmless therefrom. Buyer and Seller agree that Buyer is not assuming
and  shall  have  no  responsibility  for  any of  the  debts,  obligations,  or
liabilities  of  Seller,  including  but  not  limited  to  any  liabilities  or
obligations of Seller  (whether fixed,  absolute,  contingent,  known,  unknown,
direct,  indirect, or otherwise) whether incurred or accrued before or after the
date  of  this  Agreement,  which  in  any  way  relate  to the  performance  or
non-performance of, or any other liability or obligation relating to any service
or  product  furnished  or sold by  Seller  prior to or  after  the date of this
Agreement,  and Seller  hereby  agrees to hold Buyer  harmless  from any cost or
expense  arising  out  of  or  relating  to  any  such  debts,  obligations,  or
liabilities;  provided,  however, such indemnification by Seller does not extend
to any Assumed Liabilities.

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

     13.  Noncompete.  For a period of three  (3)  years  after the date of this
Agreement,  Seller and the Stockholder and their affiliates shall not,  directly
or  indirectly,  whether as a  shareholder,  partner or investor  possessing any
ownership interest, or as principal,  agent, employee,  proprietor,  independent
contractor, consultant or in any other capacity:

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

     (b)  Offer,  sell,  license,  lease,  facilitate  or promote the use of any
          computer  software or related  services in  competition  with Buyer in
          that  portion of the  Business  serving the cotton  industry  anywhere
          within  those  territories  in the  United  States of America in which
          Seller was conducting the Business on the date of this Agreement.

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

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

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

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

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

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

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


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

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

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

                                      DATA TRANSMISSION NETWORK
                                      CORPORATION, a Delaware corporation


                                      By:/s/Jim Payne
                                         ------------------------------
                                         Jim Payne, Vice President


                                      CDS GROUP, INC., a Tennessee corporation


                                      By:/s/ Tim Huggins
                                         ------------------------------
                                         Tim Huggins, President




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                                   EXHIBIT "A"

                  [Insert form of opinion of Seller's counsel]

















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                                   EXHIBIT "B"


                             [Insert form of lease]

































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                                   SCHEDULE 1


                             List of Certain Assets


Tangible Personal Property




















Computer Software

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                                   SCHEDULE 2

                       List of Seller's Unpaid Liabilities


















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                                  SCHEDULE 7(j)

                  Contracts with Cotton Customers and Suppliers



























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                                  SCHEDULE 7(k)

                             List of Other Contracts









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