FIFTH AMENDMENT TO LEASE



         THIS FIFTH  AMENDMENT  TO LEASE (the  "Amendment")  is made and entered
into this ______ day of June, 1997, by and between LAFP-SF,  Inc.,  successor in
interest to The Prudential Insurance Company Of America ("Landlord"),  having an
office c/o Lowe Enterprises  Colorado,  Inc., 1475 Lawrence  Street,  Suite 210,
Denver,  Colorado 80202, and Data Transmission  Network Corporation  ("Tenant"),
having an office at 9110 West Dodge Road, Suite 200, Omaha, Nebraska 68114.


                                    RECITALS

A.       The  Prudential  Insurance  Company  of America  and Data  Transmission
         Network  Corporation entered into that certain Lease dated as of May 2,
         1995, for Suites #175A, #110, #200, #300, #301, #310, #320, #325, #340,
         #360,  and #362  containing  75,931  rentable  square feet (RSF) in the
         Building  known as Embassy  Plaza,  located  at 9110 West  Dodge  Road,
         Omaha, Nebraska ("the Premises").

B.       Subsequently,  The  Prudential  Insurance  Company Of America  and Data
         Transmission  Network  Corporation  executed a First Amendment To Lease
         dated  September 29, 1995, a Second  Amendment To Lease dated  November
         30,  1995,  a Third  Amendment  To Lease dated  January 5, 1996,  and a
         Fourth  Amendment  to Lease  between  LAFP-SF,  Inc.  and Tenant  dated
         December  23,  1996.  The  combined  terms of the Lease and  subsequent
         Amendments shall herein be referred to as the "Lease".  Under the Lease
         the Premises consists of a total of 88,136 RSF.

C.       Landlord and Tenant acknowledge that the surface parking for the
         Building is  overburdened, in part as a result of Tenant's use thereof.

D.       Landlord  intends to construct  additional  parking  facilities to ser-
         vice Tenant and other tenants in the Building subject to the terms and
         conditions contained below.

E.       All capitalized terms not defined herein shall have the meanings as-
         cribed to them in the Lease.

         NOW,  THEREFORE,  in consideration of the foregoing  promises and other
good and  valuable  considerations,  the  receipt and  sufficiency  of which are
hereby acknowledged, the parties hereto covenant and agree as follows:

1.       Parking.   Landlord  shall  construct  approximately   ninety-six  (96)
         additional  parking  spaces  to be  located  on the  north  side of the
         Building in the area outlined in blue on Exhibit A attached  hereto and
         incorporated  herein  by this  reference  ("Additional  Parking").  The
         Additional  Parking shall be for the non-exclusive use of the Tenant in
         common with the other tenants in the Building.

2.       Base Rent.  Tenant  shall pay to  Landlord,  as  additional  Base Rent,
         $39,999.96  per year for the remainder of the Term,  payable in monthly
         installments  of $3,333.33 in accordance with the provisions of Section
         2 of the Lease.  Tenant's  obligation to pay such  additional Base Rent
         shall  commence  the  first  day of  the  month  following  substantial
         completion of the Additional  Parking pursuant to a notice thereof from
         Landlord.

3.       Effect of  Agreement.  Except as  herein  specifically  provided,  the
         terms and  conditions  of the Lease shall continue in full force and
         effect.

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4.       This  Amendment  shall be binding upon and inure to the benefit of the
         parties  hereto,  their  successors and assigns.


5.       The parties hereto hereby reaffirm and ratify all covenants,  represen-
         tations  and warranties in the Lease as amended by this Amendment.


         IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as
of the day and year first above written.



Tenant:                                        Landlord:

Data Transmission Network Corporation,         LAFP-SF, Inc.
a Delaware corporation

                                               By:  Lowe Enterprises Investment
                                                    Management, Inc.
By:                                            Its:  Authorized Agent
   ----------------------------------


Its:                                           By:
    ---------------------------------             ------------------------------

                                               Its:
                                                   -----------------------------

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