THIS  ASSET  PURCHASE  AGREEMENT  ("Agreement")  is  made  5th  day  of
February,  1998  between  Data  Transmission  Network  Corporation,  a  Delaware
corporation ("DTN"), located at 9110 West Dodge Road, Suite 200, Omaha, Nebraska
68114, and Market Information of Colorado,  Inc. ("MIC"), a Colorado corporation
located at 12445 E. 39th Ave., Suite 305, Denver, CO 80439.

                                    RECITALS

         A. DTN is the owner and operator of an  electronic  information  system
using  satellite  data terminals (the  "System")  which  continuously  transmits
information  to DTN's  subscribers  ("DTN  Subscribers").  DTN provides  various
information  services (the "Services"),  including a real time commodity service
(DTNstant), to DTN Subscribers over the System.

         B. MIC is engaged in the business of sales,  installation,  and service
of systems  which provide  stock,  commodities,  and financial  data using Trade
Station,  Ensign and Market Center  software to subscribers.  Those  subscribers
using Ensign and Market Center software ("MIC Subscribers") shall be included in
this Agreement.

         C. MIC owns  certain  equipment  such as data  receivers,  Ku satellite
receivers,  LNBs cable, and satellite dishes. Some of this equipment may be used
by  DTN in  providing  information  to DTN  Subscribers  on  the  System.  Other
equipment may be provided by DTN to replace MIC  equipment for MIC  Subscribers'
conversion to the Services.

         D.  MIC  desires  for DTN to make  the  Services  available  to the MIC
Subscribers  and MIC is willing to promote  DTN's  Services  as provided in this
Agreement.  DTN  desires to provide  its  Services  to the MIC  Subscribers  who
contract to receive such Services.

         E. DTN, at its option,  desires to purchase  certain of MIC's equipment
used by it in transmitting information to MIC Subscribers, and DTN is willing to
purchase such equipment pursuant to the terms of this Agreement.

         NOW THEREFORE,  in consideration of the aforementioned recitals and the
covenants and conditions herein contained, the parties hereto agree as follows:

         1. Sale and  Purchase.  DTN agrees to purchase from MIC, and MIC agrees
to sell to DTN the  equipment  and  accessories  now owned by MIC and  currently
being used by the MIC  Subscribers  to receive MIC's  information  service.  MIC
represents   that  there  are   approximately   100  Terminals   installed  with
approximately 70 MIC  Subscribers.  Such equipment and accessories may include a
data  receiver,  Ku  satellite  receiver,  LNB,  cable,  and  satellite  dish. A
"Terminal" is defined as an independent  location with hardware and software for
individual  viewing  of data  displayed  by either  the  Ensign/Vista  or Market
Center,  but not Trade Station,  software.  For purposes of this Agreement,  the
term "Converted Subscribers" shall mean those MIC Subscribers who convert to and
become DTN Subscribes  during the Transition  Period upon the terms set forth in
this Agreement, including the minimum requirement of a 1-year subscription term.
The  Units  used  by  Converted  Subscribers  which  are to be  sold  to DTN are
collectively  referred to in this Agreement as the "Converted Subscriber Units".
For purposes of this Agreement, the term "Transition Period" shall mean prior to

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July 1, 1998,  although the final day for MIC  Subscribers  to receive data from
the current MIC source is March 31, 1998.  Units shall not include any equipment
of MIC Terminals not converted.  For purposes of this  Agreement,  all Converted
Subscriber  Terminals  and Units shall be referred  to in the  aggregate  as the
"Purchased Equipment".

         2. Payments.  In consideration for the Purchased  Equipment and for the
services to be performed by MIC  pursuant to this  Agreement,  DTN agrees to pay
MIC,  and MIC agrees to accept from DTN as payment in full,  $1330 per  Terminal
for real time  Subscribers  as (1) listed in Exhibit A; and (2)  Terminals  from
Subscribers  with Trade  Station  software  but  agreeing to convert  during the
Transition Period and $865 per Terminal for delayed Subscribers.  DTN shall have
no  obligation  to pay  MIC  for  Subscribers  who  convert  to and  become  DTN
Subscribers  who are not  listed in Exhibit A or are listed in Exhibit A and are
leasing their  computer from MIC but do not wish to convert  because they do not
want to purchase their own computer.  MIC shall be responsible  for any sales or
related taxes which may occur as a result of the payments made to MIC under this
Agreement.  DTN shall remit payment to MIC  consisting of 2/3 of total as of the
Date of the Agreement,  1/6 of total on April 16, 1998 and the remainder on June
30,  1998.  MIC may add  terminals  to  Exhibit  A in their  ordinary  course of
business until March 31, 1998.

         3.  Conversion.  For purposes of this Agreement the  Conversion  Period
will be the period of time from the date of this Agreement until April 15, 1998.
MIC and DTN shall share the  responsibility  for obtaining the DTN  subscription
agreement signed by the MIC Subscriber for the Terminal(s) that will operate the
DTN Service.  An MIC Subscriber  will not be considered as a Converted  Terminal
until  the  subscription  agreement  is  accepted  by  DTN in  Omaha,  Nebraska.
Conversion  Agents,  who will be responsible for converting the MIC Subscribers,
will  install a DTN ACE  Databox  configured  to  receive  the DTN  Service  and
determine  whether  any  existing  equipment  can  be  utilized.   MIC  will  be
responsible  for the cost of retrieving any equipment that is not utilized.  MIC
and DTN will  share  the  expenses  incurred  by two of the  Conversion  Agents,
Leonard Kotta and John Salewske,  during this  Conversion  period.  DTN shall be
responsible  for  providing  other  Conversion  Agents  required to complete the
conversion of the MIC  Subscribers  which will include  entering into a separate
agreement with Spectrum  Communications,  as independent  contractor,  to retain
their services during this Conversion period.

         4.  Transition.  DTN  shall  be  responsible  for  installing  the  DTN
equipment  for the  Converted  Subscriber  Terminals and providing the necessary
assistance  and support to assure MIC  Subscribers  a smooth  conversion  to the
System. DTN will be responsible for training these new DTN Subscribers on how to
use the DTN equipment.  Under a separate  agreement,  DTN shall retain  Spectrum
Communications as an independent contractor through December 31, 1998 to provide
continuous  support  services  for the  Converted  Subscribers.  DTN will  begin
billing for its service on the first of the month following  installation of the
services.

         5. Term. The term of this Agreement shall be until June 30, 1998.

         6.  Promotion.  During  the  term  of this  Agreement,  MIC  agrees  to
encourage MIC Subscribers to use DTN's  services,  to promote to MIC Subscribers
the DTN  services  provided on the System,  and to be available  for  occasional
phone-call  assistance to DTN and Spectrum  Communications during the Transition
Period.  MIC  agrees to  cooperate  with DTN to  market  DTN's  services  to MIC

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Subscribers; provided, however, MIC shall not be required to incur out-of-pocket
costs for such marketing, except as specifically below:

         During the Conversion  Period,  MIC shall solicit (via telephone  call,
         written correspondence, or face to face meeting) each MIC Subscriber to
         enter into DTN's  standard form of  subscription  agreement for the DTN
         Service on the System for at least a 12 month  subscription  term.  MIC
         agrees at its expense to send during the Conversion  Period to each MIC
         Subscriber a letter recommending DTN's Services to such MIC Subscriber,
         which letter is to be accompanied by promotional materials furnished by
         DTN. Such letter shall be in a form satisfactory to both DTN and MIC.


         7. Bill of Sale.  Concurrently  with payment by DTN to MIC as specified
in paragraph 2 above, MIC agrees to sell, transfer, assign and convey to DTN the
Purchased Equipment by duly executed warranty bill of sale and assignment,  free
and clear of all liens,  encumbrances,  security interests,  leasehold interest,
actions,  claims,  and equities of any kind whatsoever.  MIC agrees to take such
actions  from  time  to  time  as may in the  reasonable  judgment  of DTN to be
necessary  or  advisable  to  confirm  the  title of DTN to any of the  items of
personal property acquired by DTN from MIC pursuant to this Agreement. DTN shall
be entitled to possession of the Purchased Equipment upon the payment to MIC for
such equipment.

         8. Bulk Sales  Transfer.  If applicable,  DTN waives  compliance by MIC
with the Bulk Sales provisions of the Uniform  Commercial Code or any equivalent
statute,  and MIC agrees to indemnify DTN and to hold DTN harmless from any loss
or expense arising by reason of such non-compliance.

         9.  Representations of MIC. MIC warrants,  represents and convenants to
and with DTN that MIC is the sole and lawful owner and has good and merchantable
title to all of the  Purchased  Equipment to be acquired by DTN pursuant to this
Agreement and that,  upon the transfer and assignment of such property to DTN by
warranty bill of sale and assignment as hereinbefore mentioned, DTN will acquire
good and  merchantable  title  thereto,  free and clear of interests,  leasehold
interests, and claims of any kind whatsoever.  MIC further warrants,  represents
and convenants to and with DTN that the Purchased Equipment, when it is received
by  DTN,  will  be in the  same  condition  as it was  when  located  at the MIC
Subscriber  sites and,  otherwise,  DTN accepts the  Purchased  Equipment in its
present condition. The representations,  warranties, and convenants contained in
this  Agreement  shall  survive the date of this  Agreement and shall be binding
upon the parties  hereto and their  successors  and assigns  until four (4) days
following receipt by DTN of the equipment.

         10.  Indemnification.  Each party hereto  agrees to indemnify  and hold
harmless the other part, its officers, directors, employees, and agents from and
against any and all claims, demands,  liability,  loss, cost, damage, penalty or
expense,  including  attorney's fees and costs of settlement,  resulting from or
arising out of the failure of the indemnifying  party to observe any covenant or
condition set forth in this Agreement, and the inaccuracy of any representations
made by the indemnifying party in this Agreement.

         11. Covenant Not to Compete.  After the Conversion  Period, MIC and its
owners  shall not,  directly  or  indirectly,  whether as an agent,  consultant,
independent contractor, owner, partner or otherwise:

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         a)      Solicit  for itself or others,  or advise or  recommend  to any
                 other  person  that  such  person  solicit,   any  customer  or
                 prospective customer of DTN or any current or future subscriber
                 of MIC,  for the  purpose of  obtaining  the  business  of such
                 customer or subscriber, in competition with DTN; or

         b)      Offer,  transmit,  facilitate  or promote the  distribution  or
                 transmission  to MIC  subscribers  of  information  services in
                 competition with DTN.

The phrase "in conjunction with DTN" shall mean any business that distributes or
transmits  via any  electronic  information  system the same or similar  type of
information as is currently offered by MIC.

         The  convenants  contained in this  paragraph  are  independent  of one
another and are  severable.  In the event any part of the covenants set forth in
this Section shall be held to be invalid or  unenforceable,  the remaining parts
thereof will continue to be valid and  enforceable.  MIC  acknowledges  that the
restrictions contained in this paragraph are reasonable and necessary to protect
the  goodwill  of that  portion of the  business  of MIC being  acquired  by DTN
hereunder.

         12.  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.
         
         13. Relationship of Parties.  Nothing contained in this Agreement shall
be deemed or construed to create the  relationship  of principal and agent or of
partnership,  joint venture, or any association  whatsoever between the parties,
it being expressly understood and agreed that each party shall be an independent
contractor with respect to the other party in connection with the work performed
hereunder. Except as otherwise provided in this Agreement, each party shall bear
its own expenses with respect to the subject matter of this Agreement.

         14. Notices.  Any and all written notices,  communications  or payments
shall be made to the  respective  parties as follows or at such other address as
the party may indicate in a written notice to the other party of this Agreement:

                  DTN                            9110 West Dodge Road, Suite 200
                                                 Omaha, Nebraska  68114

                  Market Information             POB 4400, 22 Shoshone Lane
                                                 Frisco, Colorado 80443

         15. Choice of Law. This Agreement  shall be subject to and  interpreted
in accordance with the laws of the State of Nebraska.

         16.  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.

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         17. Binding  Effect.  This Agreement shall be binding upon and inure to
the  benefit  of the  parties  hereto  and their  respective  successors,  legal
representatives,  and assigns;  provided,  however, that the rights, duties, and
privileges of MIC hereunder may not be assigned or otherwise  transferred by it,
in whole or in part,  without  the  prior  written  consent  of DTN which may be
withheld for any reason.

         18.  Entire   Agreement.   This   Agreement   constitutes   the  entire
understanding  of the parties  hereto with respect to the subject matter of this
Agreement and shall  supersede all prior offers,  negotiations,  and  agreements
with  respect to such subject  matter.  Any  provision of any party's  invoices,
statements, orders,  acknowledgments,  or other forms which is inconsistent with
or in  addition  to the  provisions  of this  Agreement  shall be of no force or
effect unless specifically consented to in writing by the party to be charged.

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

                                    DATA TRANSMISSION NETWORK CORPORATION.
                                    a Delaware corporation

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


                                    MARKET INFORMATION OF COLORADO, INC.,
                                    a Colorado corporation

                                    By:/s/ Don Sather
                                       ---------------------------------
                                       Don Sather, Vice President




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                                  BILL OF SALE


         KNOW  ALL  PERSONS  BY  THESE  PRESENTS,  that  Market  Information  of
Colorado, Inc. (Seller), a Colorado corporation, in consideration of One Hundred
and Thirty-Three Thousand Two Hundred and Five Dollars ($133,205.00), to MIC, in
hand  paid  and  with  further  promise  to pay  by  Data  Transmission  Network
Corporation  (Buyer),  a Delaware  corporation,  the  receipt  whereof is hereby
acknowledged,  has bargained and sold, and by these presents does grant,  assign
and transfer to Buyer all equipment as listed on the Exhibit A hereto attached.

         TO HAVE AND TO HOLD the same  unto  the said  Buyer  forever,  the said
Seller  covenants  and agrees to and with the Buyer,  to WARRANT  AND DEFEND the
sale of said  property,  goods and  chattels,  against  all and every  person or
persons whomever.

         IN WITNESS WHEREOF,  Seller has caused this Bill of Sale to be executed
by its Vice  President  thereunto  duly  authorized on this 5th day of February,
1998, at Minneapolis, Minnesota.

                                 Market Information of Colorado, Inc.

                                 By:/s/ Don Sather
                                    -------------------------------
                                    Don Sather, Vice President

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