INDEPENDENT CONTRACTOR AGREEMENT


         This  Agreement  ("Agreement")  is  entered  into  as of the 1st day of
September,  1996, by and among DATA TRANSMISSION NETWORK CORPORATION, a Delaware
corporation   ("DTN"),   HUSTON,   INC.,   a  South  Dakota   corporation   (the
"Contractor"),  and PHIL HUSTON ("Huston"),  the Contractor's  principal, on the
following terms and conditions:


                                    ARTICLE 1

                           SUPERSEDES PRIOR AGREEMENT

         This  Agreement  supersedes  in its entirety  that certain  Independent
Sales Representative  Agreement dated March 28, 1990, between DTN and Huston, as
previously assigned to Contractor,  amended and supplemented.  As of the date of
this  Agreement,  such prior agreement is void and of no further force or effect
and,  regardless  of any  provisions  in  such  prior  agreement  providing  for
commissions to be paid after the expiration or termination of such agreement, no
further  commissions  are due thereunder  except any due for the period prior to
the date of this Agreement.


                                    ARTICLE 2

                       WORK TO BE PERFORMED BY CONTRACTOR

         Section 2.01  Work to be Performed

         Among other services offered by DTN, DTN provides  pricing  information
and  communications  services  under the name of DTNergy(R)  for the  petroleum,
natural gas and electric power industries.  For purposes of this Agreement,  all
of such DTNergy(R)  services and all future  DTNergy(R)  services offered by DTN
for the energy industries, if any, are hereinafter called the "Services". During
the term of this  Agreement,  Contractor  agrees to use its best  efforts to (i)
solicit and retain  customers and  potential  customers of the Services and (ii)
undertake,  for and on behalf of and to the extent requested by DTN, to develop,
implement,  supervise  and control all of the sales and  marketing  functions of
DTNergy(R),  including but not limited to  recruitment  and  supervision  of the
sales force to market the Services and the development and implementation of the
forms of promotion and marketing of the Services.

         Section 2.02  Solicitation of Proposals

         Contractor,  its agents and  employees  shall use their best efforts to
solicit  proposals  for  DTN  from  customers  and  potential  customers  of the
Services.  All proposals  obtained by Contractor for Services to be performed by
DTN promptly shall be submitted by

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Contractor  to DTN in such  format as DTN may  reasonably  specify  and shall be
subject to acceptance by DTN at its office in Omaha,  Nebraska, by an authorized
employee of DTN. The parties hereto contemplate that proposals will generally be
submitted orally to DTN in a manner generally consistent with past practice. DTN
will  inform  Contractor  from  time to time of those  employees  of DTN who are
authorized to accept proposals for Services submitted by Contractor.  Contractor
shall have no  authority  to accept any  proposal for Services on behalf of DTN,
and DTN  reserves  the right to reject any  proposal for Services in whole or in
part for any reason. All correspondence,  documents and other materials relating
to a proposal for Services  submitted by  Contractor  to DTN and accepted by DTN
shall be the sole and  exclusive  property  of DTN.  From time to time DTN shall
advise  Contractor in writing of its then current sales  policies;  and promptly
after any change in any of the sales  policies,  DTN shall notify  Contractor in
writing of such changes.  Contractor shall have no authority to alter any of the
policies  relating  to the terms and  conditions  of sales and shall not solicit
proposals for Services on a basis which is inconsistent with the sales policies.
DTN shall periodically  consult with and seek the input of Contractor  regarding
the sales policies of DTN.

         Section 2.03  Control of Work

         Contractor and DTN expressly  agree that neither  Contractor nor any of
Contractor's employees are to be considered employees of DTN, either directly or
indirectly.  Subject to the terms and  conditions  set forth in this  Agreement,
Contractor  has the sole right to determine  the  methods,  details and means of
performing  the  above-described  work,  subject to the control of DTN as to the
results of such  work.  Contractor  has the sole  right to hire and  exclusively
exercise appropriate management control of its employees,  including setting the
wages, hours and working conditions of its employees.

         Section 2.04  Contractor's Commitment of Time

         Contractor retains the right to perform work for other clients, persons
or companies as Contractor sees fit consistent with Contractor's  obligations to
DTN under this Agreement.

         Section 2.05  Time and Place of Performance

         The Contractor shall be permitted to maintain its office and to perform
its duties and  responsibilities  pursuant to this Agreement in such  reasonable
geographical  location  as the  Contractor  may  select.  Contractor  shall have
exclusive control over the hours and other working conditions of its employees.

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         Section 2.06  Materials and Equipment

         Contractor  agrees to provide all special  materials and equipment that
are needed by it to perform the work under this Agreement.

         Section 2.07  Licensing

         Contractor  agrees  to  obtain,  and to keep  valid and in force at all
times after the date of this Agreement,  all licenses or permits required by law
to perform the work contemplated by this Agreement.  Contractor agrees to notify
DTN  immediately if any required  license expires or is withdrawn for any reason
by the licensing authority. Upon request from DTN, Contractor agrees to promptly
provide proof that its licenses and/or permits remain valid.

         Section 2.08  Legal Compliance

         Contractor agrees to perform all work in compliance with all applicable
federal,  state and local laws and  regulations,  including  those governing the
health and safety of Contractor's employees.

         Section 2.09  Insurance

         Contractor  shall purchase and maintain,  at its sole cost and expense,
during the term of this Agreement, the following insurance:

         A)  Worker's Compensation Insurance in accordance with law. Such policy
must contain a waiver of the insurer's  subrogation  rights  against DTN,  where
permitted by law.

         B)  Commercial General Liability Insurance coverage with the following
minimums:

                  1)  Per occurrence - minimum  $1,000,000;

                  2)  Personal injury limit - minimum $1,000,000;

                  3)  Products and completed operations aggregate limit -
                      minimum $1,000,000; and

                  4)  General aggregate limit - minimum $1,000,000.

This insurance shall name DTN, its officers, employees and agents, as additional
insureds  and provide that such  insurance  is primary  coverage as respects all
insureds.

                  C)  Contractor shall, before commencing the work, provide DTN
with  certificates  or  other  documentary  evidence  of  the  above  insurance,
satisfactory to DTN. Certificates must be signed by an authorized representative
of Contractor's insurance carrier and

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state  that no  cancellation  of  insurance  will be  effective  without 10 days
advance written notice to DTN.  Contractor shall  immediately  notify DTN of any
material change  affecting  coverages or limits afforded DTN under the insurance
requirements.

         Section 2.10  Taxes

         Contractor is responsible  for payment and/or  withholding of any taxes
(including  all  federal,   state  and  local  employment  taxes  applicable  to
Contractor's  employees),  now or hereafter enacted,  applicable to any services
provided under this Agreement, or to any transactions contemplated hereby. In no
event shall DTN be  responsible  for payment of any taxes relating to Contractor
or Contractor's employees.

         Section 2.11  Activities Report

         At the  request of DTN from time to time,  Contractor  shall  report to
DTN, in such form and reasonable  detail as DTN shall request,  on  Contractor's
activities undertaken pursuant to this Agreement.

         Section 2.12  Sales and Other Materials

         DTN shall furnish to Contractor from time to time such  promotional and
other  sales  material,  reporting  and  other  forms,  price  lists,  and other
documents  and  materials  as DTN may  consider  necessary  or  appropriate  for
Contractor's  use in performing its duties  pursuant to this  Agreement.  All of
such items shall remain the sole and  exclusive  property of DTN and,  except to
the extent  consumed in the course of  Contractor's  proper  performance  of its
duties  pursuant  to  this  Agreement,  promptly  shall  be  returned  to DTN by
Contractor upon the termination of this Agreement.  Upon the termination of this
Agreement,  DTN shall have the right to withhold any commission payments then or
thereafter due Contractor until Contractor has complied with the requirements of
the preceding sentence.


                                    ARTICLE 3

                             FEE OR PAYMENT FOR WORK

         Section 3.01  General

         In  consideration  for the work  performed  and  services  provided  by
Contractor  pursuant  to this  Agreement,  DTN  agrees to pay  Contractor  forty
percent  (40%) of the Adjusted Net  Earnings (as  hereinafter  defined) for each
month during the term of this  Agreement;  provided,  however,  that each of the
first  twenty-four  (24)  monthly  payments  shall be reduced by Fifty  Thousand
Dollars ($50,000.00). For purposes of such computations, the "Adjusted Net

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Earnings" for each such month shall be determined as follows. The total revenues
for the  Services for such month,  determined  on the accrual  method,  shall be
reduced by (i) all operating  expenses of DTN resulting  from or relating to the
business of providing  the Services  (the  "DTNergy  Business")  for such month,
determined  on  the  accrual  method,  but  excluding  the  Sales  Expenses  (as
hereinafter defined), (ii) all depreciation,  amortization and interest expenses
allocated  by DTN to the  DTNergy  Business  for such  month,  (iii)  twelve and
one-half  percent  (12.5%) of the sum of the amounts  computed under clauses (i)
and (ii) above for such month  (provided that in the event the accounting  rules
require  an  expense  associated  with  the  issuance  of stock  options  to DTN
employees, such expense shall be deleted from the sum before being multiplied by
12.5%), and (iv) the sum of $40,000. For purposes of this Agreement,  the "Sales
Expenses"  shall be all expenses  incurred by DTN in connection with or relating
to the sales, marketing or promotion of the DTNergy Business,  including but not
limited to the compensation,  office expenses,  and travel expenses with respect
to those employees of DTN whose duties involve or relate to the sales, marketing
or promotion of the DTNergy  Business,  the  commissions,  sales costs and other
expenses  relating to the sales force to the extent incurred by DTN with respect
to the  DTNergy  Business,  and  the  expenses  of DTN in  connection  with  the
tradeshows and conventions relating to the marketing or promotion of the DTNergy
Business.  Notwithstanding  any  provision  to the  contrary  contained  in this
Agreement,  Contractor  agrees to reimburse  DTN from time to time for all Sales
Expenses  incurred by DTN during the term of this Agreement upon presentation to
Contractor of a reasonably detailed itemization of such expenses with supporting
data.  DTN may from time to time  deduct  the amount of the  unreimbursed  Sales
Expenses from the payments due Contractor  from DTN pursuant to this  Agreement.
DTN agrees not to implement a sales program that will incur significant expenses
for  Contractor  under  the  terms  of this  Section  without  the  approval  of
Contractor.  For  illustration  purposes  only,  attached to this  Agreement  as
Exhibit  A is an  example  of the  Sales  Expenses.  It is  understood  that the
Adjusted Net Earnings shall be computed in accordance with accounting  practices
regularly  followed by DTN for the  purposes  of  allocating  indirect  expenses
(including,  but not limited to,  corporate  overhead and interest  expense) and
capital  expenditures to the various business  segments or industries into which
DTN divides its  services.  For  illustration  purposes  only,  attached to this
Agreement  as Exhibit B is an example of the  computation  of the payment  which
would have  applied  using the  Adjusted Net Earnings for the month of August of
1996. The payments by DTN referred to above shall cease upon the  termination or
expiration of this Agreement for any reason whatsoever.

         Section 3.02 Timing of Payments

         The  monthly  payments  referred  to in  Section  3.01  will be made in
arrears by DTN to Contractor on or before the last day of the

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month following the month for which the payment relates.  Such payments shall be
accompanied  by  a  written  summary  of  DTN's  computation  of  such  payment.
Contractor  may audit  DTN's  records  for the sole  purpose  of  verifying  the
accuracy of DTN's payments.  DTN will make such records  available to Contractor
for inspection during normal working hours upon one week's prior written notice.
Contractor  agrees that all of DTN's records will be treated as confidential and
will not be used for any purpose other than the audit.
         Section 3.03.  Expenses

         Contractor  agrees  to  bear  full  responsibility  for all  costs  and
expenses incurred for performance of its work under this Agreement. In addition,
Contractor agrees to reimburse DTN for all Sales Expenses as provided in Section
3.01 above.


                                    ARTICLE 4

                              INTELLECTUAL PROPERTY

Section 4.01  Proprietary Information

         Contractor and Huston,  recognizing that the work in which they will be
engaged under this  Agreement may be of a  proprietary  nature,  hereby agree as
follows:

                  A) That  Contractor  and Huston will not,  during or after the
term of this  Agreement,  use,  publish,  disclose  or utilize in any manner any
trade  secrets  information  marked  "proprietary",  "confidential",  "private",
"company  private",  or which  may be  proprietary  to or a trade  secret of DTN
obtained by  Contractor  or Huston while  rendering  services  hereunder to DTN,
except such  information that is otherwise  properly  published or in the public
domain;  provided,  however,  that information which is published by or with the
aid of Contractor or Huston contrary to this paragraph is not considered to have
been properly published nor to be in the public domain for purposes hereof.

                  B)  At the request of DTN,  Contractor  agrees to require its
employees to execute suitable non-disclosure agreements to support the foregoing
provisions.
                  C)  Upon   termination   or  expiration  of  this   Agreement,
Contractor  and Huston will return to DTN all material  supplied by, or obtained
from DTN  (including  but not  limited to  financial  and  pricing  information,
personnel records,  customer  information,  customer lists,  product and service
information,  data processing and  communications  information,  technical data,
drawings, specifications and descriptions) along with any copies made thereof.


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         Section 4.02  Safeguarding DTN's Trade Secrets and Data

         Contractor  and Huston  each agrees that it shall not use or divulge to
anyone either during the term of this Agreement or thereafter any of DTN's trade
secrets or other  proprietary  information  of any kind  whatsoever  acquired by
Contractor or Huston in carrying out the terms of this Agreement.

         Contractor  and Huston  each  further  agrees that upon  completion  or
termination of this Agreement, it will turn over to DTN or make such disposition
thereof as may be directed or approved by DTN, any notebook,  data,  information
or other  material  acquired or compiled by Contractor or Huston in carrying out
the  terms  of  this  Agreement  and  which  contains  trade  secrets  or  other
proprietary information of DTN.

                                    ARTICLE 5

                              RESTRICTIVE COVENANTS

         Section 5.01  Solicitation of Employees

         Contractor and Huston (being together  considered as one party) and DTN
each agrees that,  during the term of this Agreement and for a period of one (1)
year after the termination of this Agreement, it will not directly or indirectly
employ,  solicit for  employment,  or advise or recommend to any other person or
entity that such other  person or entity  employ or solicit for  employment  any
person then employed by the other party to this Agreement.

         Section 5.02  Diversion of Business

         Contractor  and  Huston  each  agrees  that,  during  the  term of this
Agreement  and for a  period  of one (1)  year  after  the  termination  of this
Agreement,  neither of them will cause, encourage, induce, or attempt to induce,
and  neither  of them will  aid,  assist,  or abet any other  party or person in
inducing or attempting to induce,  directly or  indirectly,  any customer of DTN
with which they have actually done business and had personal  contact during the
term of this  Agreement to  terminate  or change in a manner  adverse to DTN any
existing relationship with DTN.

         Section 5.03  Injunctive and Other Relief

         Contractor and Huston (being together  considered as one party) and DTN
each acknowledges  that its agreements  contained in Articles 4 and 5 hereto are
reasonable  and  necessary to protect the business of the other party hereto and
that any breach thereof will result in an irreparable  injury for which there is
no adequate remedy at law. Each party therefore agrees that, in the event of its
breach of any of its agreements  contained in Articles 4 and 5 hereto, the other
party shall be authorized and entitled to seek from any court

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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 arising from such breach.  Such rights and remedies shall
be  cumulative  and in  addition  to any other  rights or  remedies to which the
non-breaching party may be entitled.

                                    ARTICLE 6

                          INDEPENDENT CONTRACTOR STATUS

         It is the parties' express  intention that Contractor is an independent
contractor and not an employee, agent, joint venturer or partner of DTN. Subject
to the provisions of this Agreement, Contractor shall have complete control over
the  manner  in  which  Contractor  performs  its  responsibilities  under  this
Agreement;  however,  Contractor at all times shall  represent DTN in an ethical
and professional manner consistent with the highest industry standards and shall
maintain  adequate  facilities  and personnel to enable  Contractor to carry out
such responsibilities competently and professionally.  Contractor does not have,
and shall not hold  himself  out as  having,  any  authority  to enter  into any
contract or create any  obligation or liability on behalf of, in the name of, or
binding  upon DTN;  and  Contractor  shall  hold DTN  harmless  from any  claims
resulting  from any action taken by Contractor  which is  inconsistent  with the
provisions of this sentence. Nothing contained in this Agreement,  including but
not  limited  to the  method  of  compensating  Contractor,  shall be  deemed or
construed  by  anyone  to  create  the  relationship  of  principal  and  agent,
partnership, or joint venture between DTN and Contractor.

                                    ARTICLE 7

                              TERM AND TERMINATION

         Section 7.01  General

         The  term of this  Agreement  shall  commence  on  September  1,  1996,
regardless of when signed by the parties,  and shall continue until the first to
occur of any of the following events:

         (i)      notice  from  DTN  if Huston for any reason, including but not
                  limited  to  death,   disability  or   retirement,   fails  to
                  personally  provide and  perform to the best of his  abilities
                  the primary  responsibilities  and  obligations  of Contractor
                  under  this  Agreement;   provided,   however,  if  Huston  is
                  incapable of doing so by reason of physical  injury,  disease,
                  or  mental  illness,  then  DTN may  elect to  terminate  this
                  Agreement only if such condition continues for a period of 120
                  consecutive days or more;


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         (ii)     the  mutual   written  agreement  of  the  parties  hereto  to
                  terminate this Agreement; or

         (iii)    notice  from the  non-defaulting  party upon the  failure of a
                  party to cure a default as provided in Section 7.02.

         Section 7.02  Termination for Default

         If a party defaults in the  performance of its  obligations  hereunder,
and such default is not cured within  thirty (30) days after  written  notice of
such default is provided by the  non-defaulting  party to the defaulting  party,
then the  non-defaulting  party  may,  at its  option,  declare  this  Agreement
terminated  and the term of this  Agreement  ended  forthwith.  The failure of a
party to give notice of a default  shall not be a waiver  thereof nor consent to
the continuation thereof.


                                    ARTICLE 8

                                COVENANTS OF DTN

         Section 8.01  Exclusivity of Contractor

         DTN  acknowledges  and agrees that  Contractor  shall be the  exclusive
representative for DTN for purposes of marketing the Services during the term of
this  Agreement,  except  to the  extent  otherwise  consented  or  agreed to by
Contractor.

         Section 8.02  Licensing and Legal Compliance

         DTN  currently  has and agrees to use its best efforts to keep in force
at all times during the term of this Agreement, all licenses or permits required
by law to allow DTN to fulfill its obligations under this Agreement,  including,
but not limited  to, the  delivery  of the  Services.  DTN agrees to perform its
obligations hereunder, operate the DTNergy(R) system and deliver the Services to
customers in compliance  with all applicable  federal,  state and local laws and
regulations.

         Section 8.03  Taxes

         Subject to the  provisions  of Section  3.01,  DTN is  responsible  for
payment and/or withholding of any taxes (including all federal,  state and local
employment  taxes  applicable  to DTN's  employees),  now or hereafter  enacted,
applicable  to the delivery of the Services to customers or the  performance  of
DTN's  obligations  under  this  Agreement.  In no  event  shall  Contractor  be
responsible for payment of any taxes relating to DTN or DTN's employees,  except
as provided in Section 3.01.

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                                    ARTICLE 9

                                  MISCELLANEOUS

         Section 9.01  Entire Agreement

         This Agreement  constitutes  the entire  agreement  between the parties
hereto,  superseding  all prior  understandings,  arrangements,  and agreements,
whether oral or written,  with respect to the engagement of Contractor or Huston
as a sales  representative  for DTN. 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 document.  Huston executes this Agreement  individually  for the purpose of
agreeing  to be bound by the terms and  provisions  of  Articles 4 and 5 of this
Agreement.

         Section 9.02  Amendment

         No provision of this  Agreement  may be modified,  waived or discharged
unless such waiver, modification, or discharge is in writing and has been signed
by a duly authorized officer of DTN. No waiver by either party to this Agreement
at any time of any breach by the other  party to this  Agreement  of, or of such
other party's  compliance  with, any condition or provision of this Agreement to
be  performed  by such other  party shall be deemed to be a waiver of similar or
dissimilar provisions or conditions at the same or any prior or subsequent time.
The failure of DTN to exercise any right under this  Agreement in the event of a
breach by Contractor of any provision of this  Agreement  shall not be construed
as a waiver of such  breach or  prevent  DTN from  thereafter  enforcing  strict
compliance by Contractor with any and all provisions of this Agreement.

         Section 9.03  Headings

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

         Section 9.04  Number and Gender

         Unless  the  context  otherwise  retires,  for  all  purposes  of  this
Agreement  words in the  singular  include  their  plural,  words in the  plural
include their singular, and words of one gender include the other genders.


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         Section 9.05  Notices

         Any notice  required  or  permitted  under this  Agreement  shall be in
writing and shall be deemed to have been given on the date of its deposit in the
United States mail,  registered or certified and postage  prepaid,  addressed to
such party at the address set forth below  opposite its name. A party may change
its address for purposes of this  Agreement at any time by giving written notice
of such change in accordance with this  paragraph.  DTN agrees to send a written
notice to Contractor  within ten (10) days after DTN receives a letter of intent
or proposed acquisition agreement providing for a merger, consolidation or other
business  combination  pursuant to which DTN is not the  surviving  entity or an
acquisition  pursuant to which a third party is to acquire  substantially all of
the assets of the DTNergy Business.  Notwithstanding the preceding sentence, DTN
has no obligation to continue to operate the DTNergy Business.

         Section 9.06  Governing Law

         This  Agreement  shall be governed by and construed in accordance  with
the internal  substantive  laws of Nebraska.  Any action brought to interpret or
enforce any provision of this Agreement shall be brought in the federal or state
courts situated in Douglas County,  Nebraska,  and all parties hereby consent to
venue and jurisdiction before such courts.

         Section 9.07  Assignment

         This  Agreement is personal to  Contractor,  and Contractor may neither
assign this  Agreement or any of  Contractor's  commission or other rights under
this  Agreement  nor  delegate  to anyone  else  (other  than  persons  for whom
Contractor  is  responsible  in  the  ordinary   course  of  its  business)  the
performance of Contractor's duties under this Agreement.

         Section 9.08  Binding Agreement

         This  Agreement  shall be binding  upon and inure to the benefit of the
parties hereto and their respective heirs, personal representatives,  successors
and  assigns;  however,  nothing  contained in this  paragraph  shall permit any
assignment which otherwise is prohibited by this Agreement.  If any provision of
this Agreement is held by a court of competent  jurisdiction to be invalid, void
or unenforceable,  the remaining  provisions will nevertheless  continue in full
force without being impaired or invalidated in any way.


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         IN WITNESS WHEREOF, DTN and Contractor have signed this Agreement as of
the date first set forth above.


Address of DTN for                          DATA TRANSMISSION NETWORK
notices:                                    CORPORATION, a Delaware corporation


Data Transmission Network                   By:________________________________
  Corporation                               Title:_____________________________
9110 West Dodge Road
Suite 200
Omaha, NE 68114
Attention:  President



Address for Contractor                      HUSTON, INC.
and Huston for notices:


Mr. Phil Huston                             By:________________________________
260 Courtyard Drive, #316                   Phil Huston, President
Dakota Dunes, SD 57049



                                            ------------------------------------
                                            Phil Huston, principal of Huston,Inc

RCF\97964.3


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