INFORMATION LICENSE AND ASSET PURCHASE AGREEMENT

This Information License and Asset Purchase Agreement  ("Agreement") is executed
and entered into as of July 13, 1995, by and between Data  Transmission  Network
Corporation, a Delaware corporation ("DTN") and Knight-Ridder Financial, Inc., a
Delaware corporation ("KRF").

                                    RECITALS:

DTN owns and  operates an  information  transmission  system that  provides  its
subscribers  with  access  via  electronic  transmission  to  various  types  of
information services. DTN has approximately 2,400 customers who subscribe to its
DTNstant(R)  information  service  which  provides  instant  futures and options
quotations from the major commodity  exchanges,  commercial  grain news,  export
basis  information,   weather   information  and  general   agricultural  market
information.  DTN also offers other information services serving the agriculture
industry as well as other industries.

KRF  owns  and  operates  a  satellite  information  transmission  system  and a
phone-line based  transmission  system that provides its subscribers with access
via electronic  transmission to various types of information  services.  KRF has
approximately 2,900 customers who subscribe to its CommodityCenter platform.


KRF and DTN desire to enter into an agreement  providing for (i) the purchase by
DTN of certain assets of KRF relating to KRF Subscribers,  (ii) the continuation
of  the  provision  of  information  services  to  the  KRF  Subscribers  during
transition,  (iii) the conversion of the KRF Subscribers to information services
provided  over the DTN System,  (iv) the delivery and non  exclusive  license of
certain  information by KRF to DTN for  dissemination by DTN over the DTN System
and (v) other related matters.


NOW,  THEREFORE,  in  consideration  of the premises and mutual  agreements  and
covenants contained herein, the parties hereto agree as follows:

1.       Definitions.  Capitalized  terms used  herein  shall have the  meanings
         ascribed to them elsewhere in this Agreement and as follows:

         "Affiliate"  means a Person who directly or indirectly,  through one or
         more  intermediaries  or otherwise,  controls,  is controlled by, or is
         under common control with another  Person.  Control means owning 20% or
         more of the voting interest.

         "Base  Services"  means  collectively  the  DTNstant  Service  and  KRF
         Services.

         "Base Service Fees" means the Fees Earned during the Service Period for
         Base Services;  provided, however, such fees shall not include any Fees


                                      120
<PAGE>

         Earned  by DTN  from  subscribers  to Base  Services  (i) for  one-time
         installation  fees to the extent  such fees do not exceed a  reasonable
         third party equivalent cost, (ii) for sales,  use,  privilege,  excise,
         property or other taxes  assessments or  governmental  charges or (iii)
         for the  first  $7,500  per month of  Optional  Service  fees.  For the
         avoidance  of doubt  any  Optional  Service  fees in  relation  to Base
         Services  in excess of $7,500 per month in  relation  to Base  Services
         plus Limited Services will be included as part of Base Service Fees.

         "Closing"  means the time at which the parties  hereto  consummate  the
         sale of the  Purchased  Assets (as defined in Section 2) which  Closing
         shall take place on the date KRF and DTN deliver to the other party the
         assets  listed in  Sections 4, 5(a) and 5(b) but shall be no later than
         July 31, 1995 or such later date as the parties hereto shall agree.

         "CommodityCenter"  means the  standalone,  custom  designed,  low cost,
         computer system capable of receiving KRF Information.

         "CommodityCenter  Digital  Data Feed" means that part of the KRF System
         and  KRF  Land-Line  System  needed  to  service  the   CommodityCenter
         platform.

         "Conversion  Period" means the period  commencing on the Effective Date
         and ending on December 31, 1996.

         "Converted  Subscribers"  means those KRF  Subscribers who have allowed
         DTN to replace some or all of the KRF  Equipment  with DTN's  equipment
         and provide  any DTN  Service  over the DTN System at any time during a
         period of 24 months from the Effective  Date,  irrespective  of whether
         they are still a DTN subscriber at the end of that period.

         "Customer Contracts" means the contracts or agreements  associated with
         the KRF Subscribers listed in Exhibit "A".

         "DTN Subscription Agreements" mean those written contracts entered into
         by DTN with  subscribers  to any  DTNstant  Service or any DTN  service
         containing KRF Information.

         "DTNstant  Service"  means  collectively  the  DTNstant(R)  information
         service and those  information  services of DTN which provide Real-Time
         commodity information from the agricultural,  energy,  lumber,  metals,
         softs or transport  industries.  The DTNstant  Service does not include
         existing  or  future  DTN  information  services  which do not  provide
         Real-Time commodity information from the agricultural,  energy, lumber,
         metals,  softs or transport  industries or any information  supplied by
         KRF, such as, by way of  illustration  only, the DTN Wall Street(R) and
         DTNergy(R) information services.  DTNergy shall only be excluded if the
         product contains no KRF Information and no Real-Time  information other
         than New York Mercantile Exchange ("NYMEX").

         "DTN  System"  means the  information  transmission  system  related to
         various types of DTN information services.

         "Effective Date" means 12:01 a.m. on the day immediately after Closing.

                                      122
<PAGE>
         "FAP  Information   Package"  means  KRF's  complete  or  substantially
         complete  existing  information  package known as the Full Agricultural
         Package  which  includes  news  and  statistical   information  on  the
         following  categories:   Agriculture,   Economics,   General,   Grains,
         Livestock and Soya and Textiles;  provided,  however,  KRF reserves the
         right  to  modify  the  content  of  the  FAP  Information  Package  as
         commercially  reasonable  so  long as the  benefit  to DTN  under  this
         Agreement is not materially impaired thereby.


         "Fees Earned"  means earned  revenue of DTN as determined in accordance
         with accounting  policies and procedures  regularly  followed by DTN in
         the preparation of its financial statements but in accordance with this
         Agreement.

         "KRF Equipment" means all of the equipment in the possession of the KRF
         Subscribers  used to obtain and operate the KRF Services except for the
         equipment owned by KRF Subscribers.


         "KRF Information"  means collectively all information and data included
         in the FAP  Information  Package to be  transmitted  as part of the KRF
         Services and any other information  packages  currently provided to KRF
         Subscribers as detailed in Exhibit G or any other information  supplied
         by KRF at a later  time  but  excluding  all  weather  information  and
         information unrelated to the agriculture, energy, lumber, metals, softs
         or transport industries.

                                      121
<PAGE>
         "KRF Land-Line System" means the Land-Line  (dedicated  telephone line)
         transmission system related to the CommodityCenter platform.

         "KRF Optional Services" means those information services where all or a
         portion of the KRF  Information  is offered as an optional  package and
         DTN has an  obligation  to charge a separate fee for such  services and
         share such fees with KRF.

         "KRF Services" means all  CommodityCenter  platform services related to
         KRF  Subscribers  pursuant to  Customer  Contracts,  including  but not
         limited to information services and electronic mail services.

         "KRF Services Business" means the business of providing KRF Services as
         conducted by KRF prior to the date of this Agreement.


         "KRF Subscribers" means customers who subscribe to the  CommodityCenter
         platform as listed in Exhibit A.


         "KRF System" means the KRF satellite transmission system related to the
         CommodityCenter platform.

                                      123
<PAGE>
         "Limited  Services"  means those  information  services  offered by DTN
         which  do  not  provide  Real-Time   commodity   information  from  the
         agriculture,  energy,  lumber, metals, softs or transport industries or
         any information  supplied by KRF but do provide any Real-Time commodity
         quotations  from the  agriculture,  energy,  lumber,  metals,  softs or
         transport industries.

         "Limited  Service Fees" means the Fees Earned during the Service Period
         for Limited Services;  provided,  however,  such fees shall not include
         any Fees Earned by DTN from subscribers to Limited Services (i) for one
         time  installation  fees  provided such fees do not exceed a reasonable
         third party equivalent cost , (ii) for sales, use,  privilege,  excise,
         property or other taxes,  assessments or governmental  charges or (iii)
         for the  first  $7,500  per month of  Optional  Service  fees.  For the
         avoidance  of doubt any  Optional  Service  fees in relation to Limited
         Services in excess of $7,500 per month in relation to Limited  Services
         plus Base Services will be included as part of Limited Service Fees.


         "Optional Services" means those information  services provided by Third
         Parties and offered as an  optional  package and DTN has a  contractual
         obligation  to charge a separate  fee for such  services and share such
         fees with the Third Parties.

         "Purchased  Equipment" means those items of KRF Equipment consisting of
         satellite dish, antennae and mounts, cables, color monitors, keyboards,
         accessories   and  printers   (specifically   excluding  LNB  and  data
         receivers) which are in the possession of Converted Subscribers and are
         compatible with and may be used in the DTN System without alteration or
         modification other than normal field adjustments.

         "Purchased Equipment Value" means KRF's net book value of the Purchased
         Equipment as of January 1, 1995,  determined from the schedule of KRF's
         net book value of all KRF  Equipment  attached  as Exhibit  "D" to this
         Agreement, subject to adjustment as provided in Subsection 4(b).

         "Person" means any individual, business trust, corporation, joint stock
         company, limited liability company,  association,  partnership or other
         un-incorporated organization, trust or governmental authority.


         "Quote  Information" means U.S. commodity exchange  quotations from the
         agriculture, energy, lumber, metals, softs or transport industries .
 
        "Real-Time"  means any KRF  supplied  information  and/or  continuously
         updating  Quote  Information  which does not  constitute  delayed Quote
         Information under the relevant exchange contract terms and conditions.


         "Service Period" means the period  commencing on the Effective Date and
         ending on the last day of the calendar year  designated by either party
         in a written  notice to the other party at least 180 days prior to such
         designated  date;  provided such  designated  date shall not be earlier
         than  December  31, 2000 and may be extended as provided in  Subsection
         23(c).

                                      124
<PAGE>
         "Territory" means collectively the United States of America and Canada.

         "Third Party" means any Person unrelated to either KRF or DTN.

2.       Agreement  to  Purchase.  Upon the terms and subject to the  conditions
         contained  herein,  KRF shall  sell and  transfer  to DTN and DTN shall
         purchase and acquire from KRF, at the  Closing,  certain  assets of KRF
         used in the KRF Services  Business as of the Closing  (which assets are
         hereinafter  collectively called the "Purchased Assets"),  described as
         follows:

         (a)      The Purchased Equipment;

         (b)      All rights of KRF under the Customer Contracts;


         (c)      All  rights of KRF under  contracts  or  agreements  listed on
                  Exhibit "B"  attached  hereto,  relating  to the KRF  Services
                  Business   which  DTN   reasonably   require  to  perform  its
                  obligations  under the Agreement;  provided that KRF shall not
                  transfer  those  rights,  if any,  under  such  contracts  and
                  agreements  relating to KRF activities other than KRF Services
                  Business;

         (d)      All  warranties  held by KRF  with  respect  to the  Purchased
                  Assets to the extent that such  warranties  are  assignable or
                  KRF will provide the warrantee service; and

         (e)      All  of  KRF's  customer  lists,  records,  engineering  data,
                  equipment  lists,  parts  lists,  data and  telephone  numbers
                  relating to the KRF Services Business.  To the extent that any
                  of the  above-listed  items  are  not  easily  separable  from
                  similar  items of KRF that are not related to the KRF Services
                  Business, KRF shall retain possession of the originals of such
                  items and DTN shall be  permitted to copy the portions of such
                  items which DTN deems necessary. Within thirty (30) days after
                  Closing KRF shall execute a license  agreement in favor of DTN
                  in the form of Exhibit "C"  attached  hereto,  granting to DTN
                  the right to review,  copy, use,  disclose and sub-license all
                  such items relating to the KRF Services  Business which remain
                  in the possession of KRF after the Closing.

KRF shall retain the specific right to use any list,  data or other  information
transferred to DTN as part of the Purchased Assets.

3.       Liabilities.

         (a)      DTN shall  assume,  agree to pay, and  discharge  when due the
                  following debts, obligations and liabilities of KRF:


                  (i)      All  obligations of KRF under the Customer  Contracts
                           related to the KRF Service or  Subscribers  set forth
                           in Exhibit  "A" with  respect to the period  from and
                           after the Effective Date;

                                      125
<PAGE>
                  (ii)     All  obligations of KRF associated with the contracts
                           and agreements  listed on Exhibit "B" with respect to
                           the period from and after the Effective Date;

                  (iii)    All obligations associated with any payments required
                           to be  made  to  third  parties  in  relation  to the
                           Customer Contracts which shall include, but shall not
                           be limited to, fees  payable to  exchanges  and third
                           party  providers  of Optional  Services and any taxes
                           and governmental  charges, with respect to the period
                           from and after the Effective Date;

                  (iv)     All  obligations  of KRF,  excluding any  outstanding
                           lease  commitments,  associated  with  the  Purchased
                           Equipment from and after the Effective Date; and.


         (b)      DTN and KRF agree that DTN is not  assuming  and shall have no
                  responsibility   for  any  of  the   debts,   obligations   or
                  liabilities  of KRF  relating  to the  KRF  Services  Business
                  arising prior to the Effective  Date all of which shall remain
                  the  responsibility of KRF. KRF shall retain the right to deal
                  with its obligations as it deems appropriate.

4.       Purchase Price.


         (a)      The purchase  price (the  "Purchase  Price") for the Purchased
                  Assets  identified in Section 2 and the restrictive  covenants
                  contained  in  Section  10 shall  be the sum of Three  Million
                  Dollars  ($3,000,000) plus the Purchased  Equipment Value. DTN
                  and  KRF  will  mutually  agree  upon  the  allocation  of the
                  Purchase Price among the Purchased Assets and such restrictive
                  covenants at the  Closing.  DTN and KRF shall each prepare IRS
                  Form 8594 in accordance  with such  allocation and timely file
                  such form with the Internal Revenue Service in accordance with
                  applicable IRS procedures and U.S. Treasury regulations.

         (b)      At Closing,  KRF shall  compute an  estimate of the  Purchased
                  Equipment Value using KRF's  equipment  records and based upon
                  the  assumptions  that  all  KRF  Subscribers  on the  date of
                  Closing will be Converted  Subscribers and that those items of
                  KRF  Equipment  in their  possession  which are eligible to be
                  Purchased Equipment qualify as Purchased Equipment. The actual
                  Purchased Equipment Value will be determined at the end of the
                  Conversion   Period  by  reference  to  the  total  number  of
                  Converted Subscribers.

         (c)      At  Closing,  DTN  shall  pay  to  KRF  by  wire  transfer  of
                  immediately  available  funds  the  sum  of One  Million  Five
                  Hundred  Thousand  Dollars  ($1,500,000)  plus one-half of the
                  estimated  Purchased  Equipment Value. DTN shall pay to KRF by
                  wire transfer of immediately  available  funds on the one year
                  anniversary of the Closing the sum of One Million Five Hundred
                  Thousand Dollars  ($1,500,000).  The remainder of the Purchase
                  Price which shall equal the actual  Purchased  Equipment Value

                                      126
<PAGE>
                  minus one-half the estimated  Purchase  Equipment  Value which
                  shall have been paid  previously,  shall be paid by DTN to KRF
                  by wire transfer of  immediately  available  funds on the last
                  day of the Conversion Period.


5.       Closing.

         (a)      At Closing,  in addition to any other  documents  specifically
                  required  to be  delivered  pursuant  to this  Agreement,  KRF
                  shall,  in form and substance  reasonably  satisfactory to DTN
                  and its counsel and to the extent reasonably practicable:

                  (i)      Deliver to DTN on magnetic media,  if available,  the
                           billing and account  receivable  database  associated
                           with the KRF Services Business; and

                  (ii)     Deliver or provide  access to DTN on magnetic  media,
                           if  available,  at the date of  Closing,  all drafts,
                           microfiche,  microfilm,  records,  data, input forms,
                           computer  transaction  sheets  and all other  similar
                           information or materials relating to the

                           servicing  of Customer  Contracts,  provided  that in
                           lieu of delivering  any of the foregoing  items which
                           are not easily  separable  from other  assets of KRF,
                           KRF may deliver to DTN a license  agreement  in favor
                           of DTN in the form of Exhibit "C" granting to DTN the
                           right to review,  copy, use, disclose and sub-license
                           such items.

         (b)      At  the   Closing,   in  addition   to  any  other   documents
                  specifically   required  to  be  delivered  pursuant  to  this
                  Agreement,  DTN  shall  deliver  to KRF  such  assumptions  or
                  undertakings as may be reasonably  necessary to evidence DTN's
                  agreement  and  obligation  to pay,  discharge and satisfy the
                  liabilities  and  obligations  of  KRF  to be  assumed  by DTN
                  pursuant  to  Subsection  3(a)  hereofin  form  and  substance
                  satisfactory to KRF and its counsel.

         (c)      As soon as reasonably  practical but no later than thirty (30)
                  days after Closing or such later date mutually  agreed between
                  the  parties  on a case  by  case  in  addition  to any  other
                  documents  specifically  required to be delivered  pursuant to
                  this Agreement,  KRF shall, inform and substance  satisfactory
                  to DTN and its counsel:

                  (i)      Deliver   to  DTN   such   deeds,   bills   of  sale,
                           endorsements,  assignments, other good and sufficient
                           instruments  of  sale,  assignment,   conveyance  and
                           transfer as shall be required and where  available to
                           effectively vest in DTN all of KRF's right, title and
                           interest in and to all of the Purchased Assets,  free
                           and clear of all liens, charges, claims, encumbrances
                           and equities  except as  otherwise  disclosed in this
                           Agreement;

                                      127
<PAGE>
                  (ii)     Deliver to DTN all KRF consents to the  assignment to
                           DTN of each contract, agreement, commitment, Customer
                           Contract or other  undertaking  comprising  a part of
                           the Purchased Assets that requires such consent;

                  (iii)    Deliver  to  DTN  executed  originals  of  all of the
                           Customer  Contracts,  all amendments  thereto and all
                           extensions and renewals thereof;

                  (iv)     Deliver or provide access to DTN all data, documents,
                           information   or  materials,   if  any,   theretofore
                           delivered  by  customers to KRF which are required by
                           Customer  Contracts to be returned upon expiration or
                           termination of such contracts;


                  (v)      Deliver or provide  access to DTN on magnetic  media,
                           if  available,  at the date of  Closing,  all drafts,
                           microfiche,  microfilm,  records,  data, input forms,
                           computer  transaction  sheets  and all other  similar
                           information  or materials  relating to the  Purchased
                           Equipment and the maintenance thereof; and

                  (vi)     Deliver to DTN executed  originals  of all  contracts
                           and agreements set forth on Exhibit "B" together with
                           all data,  documents,  information  or  materials  in
                           KRF's  possession  relating  to  such  contracts  and
                           agreements.

         (d)      As soon as reasonably  practical but no later than thirty (30)
                  days after Closing or such later date mutually  agreed between
                  the  parties  on a case  by  case  in  addition  to any  other
                  documents  specifically  required to be delivered  pursuant to
                  this  Agreement,  DTN shall  provide  to KRF access to all DTN
                  services  to  provide  KRF  with the  ability  to view the KRF
                  Information  provided in DTN services in a form and  substance
                  satisfactory to KRF and its counsel.

6.       Other Documentation.

         (a)      From  time  to  time  after  the  Closing,   without   further
                  consideration,  KRF shall  execute  and deliver all such other
                  instruments of sale,  assignments,  conveyances  and transfers
                  and shall take all such other  actions  as are  reasonable  to
                  more effectively transfer to and vest in DTN and to put DTN in
                  possession of, any of the Purchased Assets.

         (b)      From  time  to  time  after  the  Closing,   without   further
                  consideration,  DTN shall  execute  and deliver all such other
                  instruments  of  assumption  and  shall  take all  such  other
                  actions  as are  reasonable  to more  effectively  assume  the
                  obligations to pay,  discharge and satisfy the liabilities and
                  obligations assumed by DTN pursuant to Subsection 3(a) hereof.


                                      128
<PAGE>
         (c)      From  time  to  time  after  the  Closing,   without   further
                  consideration,  KRF shall  deliver  or  provide  access to DTN
                  customer  service  files  of  KRF  relating  to  the  Customer
                  Contracts,  all notices, claims,  correspondence,  performance
                  standard  reports and other documents,  data,  information and
                  materials  relating to the  Customer  Contracts,  which are in
                  KRF's  possession,  provided that in lieu of delivering any of
                  the foregoing items which are not easily  separable from other
                  assets of KRF,  KRF may deliver to DTN a license  agreement in
                  favor of DTN in the form of Exhibit  "C"  granting  to DTN the
                  right to review,  copy,  use,  disclose and  sub-license  such
                  items;

7.       Representations  and  Warranties of KRF.  Subject to and except for the
         information  which is set forth in a list of exceptions,  identified by
         the section to which they pertain and contained in a schedule  attached
         hereto as Exhibit  "E" and signed for  identification  on behalf of DTN
         and KRF, KRF represents and warrants to DTN that:


         (a)      KRF is a corporation  duly organized,  validly existing and in
                  good standing under the laws of the State of Delaware;

         (b)      KRF has all  requisite  corporate  power and authority to own,
                  lease and operate its assets and to carry on the KRF  Services
                  Business as now being conducted;

         (c)      This  Agreement   constitutes  a  valid  and  legally  binding
                  agreement,  enforceable  against  KRF in  accordance  with its
                  terms and the execution and delivery of this  Agreement by KRF
                  and the consummation of the transactions  contemplated  hereby
                  have been duly authorized by a duly appointed representative;

         (d)      The execution,  delivery and performance of this Agreement and
                  the consummation of the transactions  contemplated hereby will
                  not (i) violate or breach or  conflict  with or  constitute  a
                  default  under,  any  of the  terms  or  provisions  of KRF 's
                  Certificate  of   Incorporation  or  By-Laws  or,  to  KRF  's
                  knowledge,  any  contract or agreement to which KRF is a party
                  or by which it is bound (and will not be an event which, after
                  notice  or  lapse  of time or both,  will  result  in any such
                  violation, breach, conflict, or default) or any law, judgment,
                  decree,   order,   rule  or  regulation  of  any  governmental
                  authority or court, whether federal, state or local, at law or
                  in equity, or any arbitration decision, applicable

                  to DTN or to any of its  properties or assets,  (ii) knowingly
                  result in the creation of any security interest,  claim, lien,
                  charge or  encumbrance  upon any of the property of KRF, (iii)
                  knowingly  terminate  or  result  in  the  termination  of any
                  agreement to which KRF is a party or (iv) knowingly in any way
                  affect or violate the terms or  conditions of or result in the
                  cancellation, modification, revocation or suspension of any of
                  the licenses, approvals, permits or authorizations required by
                  KRF for the conduct of the KRF Services Business;


                                      129
<PAGE>
         (e)      KRF has, to the best of KRF's knowledge,  performed all of the
                  obligations  required to be  performed  by it under any lease,
                  contract, commitment,  distributor agreement or arrangement of
                  any kind  relating to the KRF Services  Business;  and neither
                  KRF nor,  to the  knowledge  of KRF,  any other  party,  is in
                  default  under any lease,  contract,  commitment,  distributor
                  agreement  or  arrangement  of any  kind  relating  to the KRF
                  Services  Business.  To the best of knowledge of KRF, no event
                  has occurred which, after the giving of notice or the lapse of
                  time or otherwise, would constitute a default under, or result
                  in a breach of, any lease, contract,  commitment,  distributor
                  agreement or  arrangement  to which KRF is a party or by which
                  KRF is bound and which relates to the KRF Services Business;

         (f)      KRF has good  and  marketable  title  to all of the  Purchased
                  Assets  free and  clear  of any  security  interests,  claims,
                  liens, charges or encumbrances whatsoever;

         (g)      KRF has  maintained  and will  continue to maintain  until the
                  Closing  insurance  on its  assets  and  business  operations,
                  including but not limited to public  liability  insurance,  of
                  the  kinds  and  in  the   amounts   customarily   carried  by
                  responsible companies of the size of KRF engaged in a business
                  similar to that of KRF;


         (h)      With respect to the Customer  Contracts,  KRF  represents  and
                  warrants to DTN that:

                  (i)      KRF  is  the  contracting  party  that  provides  the
                           services  under each of the  contracts,  KRF has full
                           right and power and is not restricted in assigning to
                           DTN all of the  rights of the  service  provider  set
                           forth in the  contracts  and such  contracts  are not
                           subject to termination or  re-negotiation as a result
                           of their assignment to DTN;

                  (ii)     The contracts and  amendments  constitute  all of the
                           current agreements of KRF relating to the performance
                           of services offered by the KRF Services Business;

                  (iii)    KRF has delivered to DTN correct and complete  copies
                           of all of the  contracts and all  amendments  thereto
                           and all extensions and renewals thereof;

                  (iv)     KRF has, to the best of KRF's knowledge,  received no
                           written  notices of any warranty,  indemnity or other
                           claims by customers  under the  contracts  which have
                           not been settled to the  satisfaction of the customer
                           claimant, except of an insignificant nature;

                  (v)      No enhancements to services have been promised by KRF
                           to its customers;

                                      130
<PAGE>
                  (vi)     KRF has, to the best of KRF's knowledge,  received no
                           written notice of default from any customer under any
                           of the contracts,  except of an insignificant nature;
                           and

                  (vii)    KRF has, to the best of KRF's knowledge,  received no
                           notice of the filing by any customer of a petition in
                           bankruptcy,  assignment for the benefit of creditors,
                           a  petition  seeking   reorganization,   composition,
                           liquidation,  dissolution  or similar  arrangement or
                           the appointment of a trustee,  conservator,  receiver
                           or  similar   fiduciary   for  any  customer  or  for
                           substantially all of a customer's  assets,  except as
                           disclosed on Exhibit "A", except of an  insignificant
                           nature.

                  (i) No consent, approval, or authorization of, or filing with,
                  any  governmental  authority on the part of KRF is required in
                  connection  with the execution and delivery of this  Agreement
                  or the consummation of the  transactions  contemplated by this
                  Agreement, except as provided in this Agreement; and


         (j)      KRF,  to the  best of KRF's  knowledge,  is not a party to any
                  contract,  lease or  agreement,  which would  prevent DTN's or
                  KRF's  performance  under this  Agreement  except the Customer
                  Contracts and those contracts and agreements listed on Exhibit
                  "B" attached hereto.

8.       Representations of DTN.  DTN represents and warrants to KRF that:

         (a)      DTN is a corporation  duly organized,  validly existing and in
                  good standing under the laws of the State of Delaware;

         (b)      DTN has all requisite  corporate  power and authority to enter
                  into  this   Agreement,   to   consummate   the   transactions
                  contemplated  by this Agreement and to fulfill its obligations
                  under this Agreement;

         (c)      This Agreement has been duly executed and delivered by DTN and
                  constitutes a valid and legally binding agreement  enforceable
                  against DTN in accordance with its terms;

         (d)      The  execution  and delivery of this  Agreement by DTN and the
                  performance of its obligations  hereunder are not in violation
                  or breach of, and do not conflict with or constitute a default
                  under, any of the terms or provisions of DTN's  Certificate of
                  Incorporation or By-Laws or, to DTN's knowledge,  any contract
                  or  agreement  to which DTN is a party or by which it is bound
                  (and will not be an event which, after notice or lapse of time
                  or both, will result in any such violation,  breach, conflict,
                  or  default)  or any law,  judgment,  decree,  order,  rule or
                  regulation  of any  governmental  authority or court,  whether
                  federal,  state  or  local,  at  law  or  in  equity,  or  any
                  arbitration  decision,  applicable  to  DTN  or to  any of its
                  properties or assets; and


                                      131
<PAGE>
         (e)      No consent,  approval or authorization of, or filing with, any
                  governmental  authority  on the  part  of DTN is  required  in
                  connection  with the execution and delivery of this  Agreement
                  or the consummation of the  transactions  contemplated by this
                  Agreement, except as provided in this Agreement.

         (f)      Any  customer  information  provided  by KRF to DTN as part of
                  this  Agreement  will be held in  confidence by DTN where such
                  information  may be  considered  by the  customer or by law as
                  confidential information.

9.       Absence of Brokers.  Each of the parties hereto represents to the other
         that it has not retained or incurred any liability to any other Person,
         for a  broker's,  finder's  or agent's  fee for  services  rendered  in
         connection with the  transactions  contemplated by this Agreement;  and
         each of the parties hereto agrees to indemnify the other against and to
         hold the other harmless from any claim made by any Person,  claiming to
         have  been  employed  by such  party as a  broker,  finder  or agent in
         connection with the transactions contemplated by this Agreement.

         10.      Restrictive Covenants.


         (a)      KRF  agrees  that  during  the  Service  Period  KRF shall not
                  directly or indirectly in the United States of America  permit
                  the  distribution  or  transmission  of  the  FAP  Information
                  Package  via  any  electronic  platform  delivering  Real-Time
                  commodity quotations;  provided, however, that nothing in this
                  Agreement shall preclude KRF from:

                  (i)      Offering   the  FAP   Information   Package   or  any
                           information  service  where the customer pays a total
                           fee or charge in  excess of a monthly  equivalent  of
                           $800 (excluding exchange fees) per customer;

                  (ii)     Offering   the  FAP   Information   Package   or  any
                           information  service  where the customer pays a total
                           fee or charge in  excess of a monthly  equivalent  of
                           $250 (excluding  exchange fees) per monitor receiving
                           the service;

                  (iii)    Offering   the  FAP   Information   Package   or  any
                           information  service to  customers of KRF who receive
                           the  information  service  using  their own  computer
                           hardware  or  software,  until  such  time  as  DTN's
                           datafeed is compatible with such customer's  computer
                           hardware  and  software  and the  customers  agree to
                           convert to DTN's  datafeed.  The terms and conditions
                           for DTN to serve certain KRF datafeed  customers will
                           be included in a separate addendum to this Agreement;

                  (iv)     Offering   the  FAP   Information   Package   or  any
                           information  service  of a dial-up,  non-  real-time,
                           print or other intermittent nature; or

                  (v)      Providing  KRF  Services  in   accordance   with  the
                           provisions of this Agreement.

                                      132
<PAGE>
         KRF shall be deemed to be engaged in a  restricted  activity  if any of
         its officers,  directors,  employees or Affiliates  shall engage in any
         restricted  activity either  directly or indirectly,  whether for their
         own  account  or  for  that  of  any  other  Person  and  whether  as a
         shareholder,  partner or investor  possessing any ownership interest in
         any such Person, or as principal,  agent, proprietor,  consultant or in
         any other capacity.


         (b)      KRF agrees that during the Service  Period neither KRF nor its
                  Affiliates shall, directly or indirectly, solicit any of DTN's
                  subscribers  to  the  DTNstant  Service  existing  as  of  the
                  Effective Date or any of the KRF  Subscribers  for the purpose
                  of obtaining  their trade in the business of providing  any of
                  the KRF  Services  except where DTN is not able to provide the
                  subscriber  with  the  delivery  platform  or  information  it
                  requires.


         (c)      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
                  if 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 Section 10 shall
                  be  unenforceable,  then  such  clause or  provision  shall be
                  deemed to be deleted  from this  Section  10, but every  other
                  clause and provision  shall continue in full force and effect.
                  These  covenants  are an  integral  part  of the  transactions
                  contemplated  by this Agreement and DTN would not have entered
                  into this Agreement in the absence of such covenants.  DTN and
                  KRF agree  that  although  a  portion  of the  Purchase  Price
                  provided   for  in  this   Agreement   is  allocated  to  such
                  restrictive

                  covenants,  such  allocation  does not in any way  reflect the
                  damages  which would  accrue to DTN in the event of any breach
                  of such restrictive covenants.

         (d)      KRF acknowledges that the agreements contained in this Section
                  10 are  reasonable  and  necessary in order for DTN to receive
                  the  benefits  which  are  intended  to accrue to DTN from the
                  transactions  contemplated  by this  Agreement  and  that  any
                  breach  thereof will result in  irreparable  injury to DTN for
                  which DTN has no adequate remedy at law. KRF therefore  agrees
                  that,  in  the  event  KRF  breaches  any  of  the  agreements
                  contained  in this  Section  10, DTN 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 arising from such

                                      133
<PAGE>
                  breach.  Such rights or remedies  shall be  cumulative  and in
                  addition  to any other  rights or remedies to which DTN may be
                  entitled.

11.      KRF's Employees.  Unless DTN so desires,  which  determination shall be
         made  within  thirty  (30)  days  after  Closing,  DTN  shall  have  no
         obligation  to hire any  employees of KRF and KRF shall be  responsible
         for any and all obligations to any and all of its employees,  including
         but not limited to any  salaries,  bonuses,  vacation  pay,  retirement
         benefits, sick pay, insurance premiums,  severance pay and other fringe
         benefits.

12.      Indemnification by KRF.

         (a)      Except for those debts,  obligations and liabilities expressly
                  assumed by DTN pursuant to Subsection 3(a) hereof,  DTN is not
                  assuming  and  shall  have  no  responsibility  for any of the
                  debts,  obligations  or liabilities of KRF, all of which shall
                  remain  the  responsibility  of KRF and KRF  hereby  agrees to
                  indemnify  and hold DTN  harmless  from any  loss,  liability,
                  damage,   cost  or  expense  (including  but  not  limited  to
                  reasonable  attorneys' fees) ("Damages")  arising by reason of
                  KRF's  nonpayment  or   nonperformance   of  any  such  debts,
                  obligations or liabilities not expressly assumed by DTN.

         (b)      KRF agrees that all claims received by DTN relating to the KRF
                  Services Business which are received by DTN after the Closing,
                  but which  relate  to the time  period  prior to the  Closing,
                  including any fees or penalties  which must be paid,  shall be
                  the  responsibility of KRF and that KRF, but not DTN, can make
                  any adjustments KRF deems appropriate to adjust such claims.

         (c)      KRF shall  indemnify  and hold DTN  harmless  from any Damages
                  arising  by reason of any claim of any  customer  of KRF based
                  upon  any  action  or  omission  to act by  KRF  prior  to the
                  Closing.

         (d)      KRF agrees to  indemnify  DTN against any Damages  incurred or
                  sustained  by DTN  as a  result  of (i)  any  breach  of  this
                  Agreement by KRF,  (ii) any material  inaccuracy in any of the
                  representations or warranties made by KRF in this Agreement or
                  (iii) any  material  inaccuracy  or  misrepresentation  in any
                  certificate or other  document or instrument  delivered by KRF
                  in accordance with the provisions of this Agreement.

         (e)      KRF agrees to  indemnify  DTN against  any Damages  arising by
                  reason of non-compliance by KRF with the Bulk Sales provisions
                  of the Uniform  Commercial  Code or any equivalent  statute of
                  any state or other jurisdiction, as they relate to the sale of
                  the Purchased Assets.

         13.      Indemnification by DTN.

         (a)      DTN hereby  agrees to indemnify and hold KRF harmless from any
                  Damages arising from the  liabilities  assumed by DTN pursuant
                  to section 3(a).

                                      134
<PAGE>
         (b)      DTN  agrees  that  all  claims  relating  to the KRF  Services
                  Business  which are  received by DTN or KRF after the Closing,
                  and  which  relate  to the  time  period  after  the  Closing,
                  including any fees or penalties  which must be paid,  shall be
                  the  responsibility of DTN and that DTN, but not KRF, can make
                  any adjustments DTN deems appropriate to adjust such claims.

         (c)      DTN shall  indemnify  and hold KRF  harmless  from any damages
                  arising by reason of any claim of any  customer  of DTN or any
                  information  provider  or any other  third  party  provider of
                  equipment,  software  or  services  which  relate  to the time
                  period after the Closing, except that such indemnity shall not
                  relate to any loss,  damage,  cost,  claim or expense  arising
                  solely from content or  information  created  solely by KRF or
                  arising  solely from the  negligence or willful  misconduct of
                  KRF or its appointed gents or representatives.


         (d)      DTN agrees to  indemnify  KRF against any damages  incurred or
                  sustained  by KRF  as a  result  of (i)  any  breach  of  this
                  Agreement by DTN,  (ii) any material  inaccuracy in any of the
                  representations or warranties made by DTN in this Agreement or
                  (iii) any  material  inaccuracy  or  misrepresentation  in any
                  certificate or other  document or instrument  delivered by DTN
                  in accordance with the provisions of this Agreement.


14.      Taxes; Prorating.

         (a)      The parties  agree that all sales and other similar taxes (not
                  including state or federal income taxes) payable in connection
                  with the  transfer of the  Purchased  Assets  shall be paid by
                  DTN.

         (b)      The parties agree that all property taxes, annual license fees
                  and any  other  similar  annual  levies  or  assessments  due,
                  whenever  assessed,  as a result of the ownership or operation
                  of any of the Purchased  Assets shall be prorated  between DTN
                  and KRF, with KRF to have the  liability for said taxes,  fees
                  and assessments  before the Effective Date and DTN to have the
                  liability for said taxes,  fees and assessments from and after
                  the Effective Date. Within thirty (30) days after Closing, KRF
                  will  provide to DTN an estimate  of all such taxes,  fees and
                  assessments  payable for the period beginning on the Effective
                  Date and ending as of the end of the current fiscal period for
                  each  collecting  authority  and shall make  available  to DTN
                  copies of all assessments, notices and related documents.


         (c)      KRF agrees to pay to DTN within thirty (30) days after Closing
                  (i) all prepaid  fees of any kind  received by KRF pursuant to
                  the Customer  Contracts which accrue on or after the Effective
                  Date and (ii) all  deposits  of money  held by or on behalf of
                  KRF pursuant to the Customer Contracts.

15.      NON-ASSIGNABLE   RIGHTS.  Despite  anything  contained  herein  to  the
         contrary,  this  Agreement  shall not constitute an agreement to assign

                                      135
<PAGE>
         any contract,  order, commitment,  license or right if an assignment or
         attempted  assignment  thereof  without  the consent of the other party
         thereto would constitute a breach thereof or in any material way affect
         the  rights of KRF  thereunder  or  hereunder  unless  such  consent is
         obtained.  If any  such  consent  is not  obtained  or if an  attempted
         assignment  would be  ineffective  and would  materially  affect  KRF's
         rights  thereunder,  so that DTN  would  not in fact  receive  all such
         rights,  the parties agree to cooperate in any  reasonable  arrangement
         designed  to  assure  that DTN  shall  have all the  benefits,  rights,
         obligations  and duties  under  such  contracts,  orders,  commitments,
         licenses and rights.

16.      CONFIDENTIAL AGREEMENT OF THE PARTIES. The terms and conditions of this
         Agreement are and shall remain and be kept  completely  confidential by
         the parties hereto, their employees,  agents and legal counsel.  Except
         as required by law, regulations or auditing requirements,  the terms of
         this  Agreement  shall not be  disclosed  to any third person by either
         party without the prior written  consent of the other.  There should be
         discussion or disclosure of the existence or details of this  Agreement
         except as  absolutely  required in  preparation  for Closing,  prior to
         Closing. In addition,  no press release shall be issued by either party
         without the prior  written  consent of the other party , which  consent
         shall not be unreasonably withheld.

17.      CONDUCT AND TRANSACTIONS OF KRF PRIOR TO CLOSING. From the date of this
         Agreement until the Closing,  except to the extent expressly  permitted
         by this Agreement or otherwise consented to by an instrument in writing
         signed by DTN:

         (a)      KRF  will  keep the KRF  Services  Business  and  organization
                  intact and will not take or permit to be taken or do or suffer
                  to be done anything  other than in the ordinary  course of its
                  business as the same is presently being conducted and KRF will
                  use its best  efforts to keep  available  the  services of its
                  officers,  employees  and agents and to maintain  the goodwill
                  and reputation associated with the KRF Services Business;

         (b)      KRF will not make any change in its articles of  incorporation
                  or By-Laws,  which would preclude,  hinder,  interfere with or
                  otherwise impair the ability of KRF to perform its obligations
                  pursuant to this  Agreement and  consummate  the  transactions
                  contemplated hereby;

         (c)      KRF will  exercise its best efforts to maintain the  Purchased
                  Assets,  tangible or intangible,  in good operating  condition
                  and repair and take all steps necessary to keep its operations
                  functioning as they presently are;

         (d)      KRF will not sell,  lease or dispose of, or make any  contract
                  for the sale,  lease or  disposition  of, any of the Purchased
                  Assets  other  than in the  ordinary  and usual  course of its
                  business consistent with the representations and warranties of
                  KRF  contained  herein  and  not  in  breach  of  any  of  the
                  provisions of this Section 17;

         (e)      KRF shall not encumber or permit to be  encumbered  any of the
                  Purchased Assets; and

                                      136
<PAGE>
         (f)      KRF shall not do, or cause to be done,  any act or suffer,  or
                  cause to be  suffered,  any  omission  which would cause to be
                  breached,  or  might  result  in  a  breach  of,  any  of  the
                  representations,  warranties  or  covenants  of KRF  contained
                  herein if the same were made anew  immediately  after any such
                  act or omission.


18.      Conditions  Precedent to DTN's  Obligations.  Each of the agreements of
         DTN to be  performed  by it at the Closing  pursuant to this  Agreement
         shall  be  subject  to  the   fulfillment  of  each  of  the  following
         conditions,  any one or more of  which  may be  waived,  in whole or in
         part, in writing, by DTN:

         (a)      Each of the representations and warranties of KRF set forth in
                  Section 7 hereof  shall be true and  correct  both on the date
                  hereof and on the date of the Closing as if made at that time,
                  except insofar as changes  contemplated by this Agreement have
                  occurred after the date hereof;

         (b)      KRF shall have  performed  and complied  with all  agreements,
                  undertakings   and  obligations   which  are  required  to  be
                  performed  or complied  with by it at or prior to the Closing;
                  and

         (c)      At the  Closing,  KRF shall have  delivered  to DTN all of the
                  items required to be delivered  under  Subsection 5(a) of this
                  Agreement.

19.      Conditions  Precedent to KRF's  Obligations.  Each of the agreements of
         KRF to be  performed  by it at the Closing  pursuant to this  Agreement
         shall  be  subject  to  the   fulfillment  of  each  of  the  following
         conditions,  any one or more of  which  may be  waived,  in whole or in
         part, in writing, by KRF:

         (a)      The representations and warranties of DTN set forth in Section
                  8 of this Agreement shall be true and correct both on the date
                  hereof and on the date of the as if made at that time,  except
                  insofar  as  changes   contemplated  by  this  Agreement  have
                  occurred after the date hereof;

         (b)      DTN shall have  performed  and complied  with all  agreements,
                  undertakings  and  obligations as are required to be performed
                  or complied with by it at or prior to the Closing; and

         (c)      At the  Closing,  DTN shall have  delivered  to KRF all of the
                  items required to be delivered  under  Subsection 5(b) of this
                  Agreement.


20.      Risk of Loss.  KRF shall bear all risk of loss prior to the Closing and
         DTN shall bear all risk of loss after the Closing  with  respect to the
         tangible  personal  property  being sold by KRF to DTN pursuant to this
         Agreement.  In the event of significant loss in the Purchased Equipment
         between  Execution  and prior to  Closing,  DTN and KRF may agree to an

                                      137
<PAGE>
         equitable  adjustment in the Purchase  Price or if there is a loss of a
         material  portion of the  Purchased  Equipment  being  purchased by DTN
         between Execution and prior to Closing,  either DTN or KRF may elect to
         terminate this Agreement.

21.      Conversion  of KRF  Subscribers.  No conversion or other contact of KRF
         customers may be made prior to the beginning of the Conversion Period.

         (a)      KRF  Subscribers  presently  receive KRF Services via both the
                  KRF System and the KRF Land-Line System. During the Conversion
                  Period,  KRF shall  continue to transmit  the  applicable  KRF
                  Information to those KRF Subscribers receiving services on the
                  KRF  Land-Line   System  in  compliance  with  their  Customer
                  Contracts  and DTN  will  reimburse  KRF  for the  cost of the
                  land-lines and any other clearly  identifiable  and documented
                  costs  that  KRF  would   otherwise   not  incur  if  the  KRF
                  Subscribers had been converted to the DTN System.

         (b)      Prior to March 31, 1996, DTN will install at DTN's expense, in
                  the KRF Equipment of each KRF Subscriber  using the KRF System
                  replacement parts and other equipment necessary to enable such
                  subscribers to receive the applicable  KRF  Information  using
                  the KRF  Equipment  via a  datafeed  transmitted  over the DTN
                  System (the  "Installation").  Prior to the  Installation  for
                  each such subscriber,  KRF shall continue to transmit over the
                  KRF System the applicable KRF  Information to such  subscriber
                  in compliance with its Customer  Contract.  DTN will reimburse
                  KRF  for  any  clearly   identifiable   and  documented  costs
                  associated   with  this  continued   support  that  KRF  would
                  otherwise not incur if the KRF  Subscriber  had been converted
                  to the DTN  System.  After the  Installation  but  before  the
                  Conversion  (as  defined  in  Subsection  21(c)) for each such
                  subscriber,  such subscriber  shall receive the applicable KRF
                  Information  using  the  KRF  Equipment  and  DTN's  satellite
                  transmission of the KRF Information  furnished to DTN pursuant
                  to Section 22.

                  Notwithstanding  the foregoing  provisions of this  subsection
                  (b), DTN may forego the Installation for any KRF Subscriber if
                  the Conversion of such  subscriber is completed prior to March
                  31, 1996.

         (c)      During the Conversion  Period, DTN will replace some or all of
                  the KRF Equipment with equipment  necessary to enable each KRF
                  Subscriber to obtain the  applicable KRF  Information  via the
                  DTN  System  without  use  of any  KRF  Equipment  other  than
                  Purchased  Equipment (the  "Conversion").  Upon  completion of
                  each  Conversion,  DTN will cause to be  delivered  to KRF, in
                  proper  packaging to be furnished by the Converted  Subscriber
                  or KRF, the KRF Equipment known by DTN to be in the possession
                  of the Converted  Subscriber  other than Purchased  Equipment.
                  DTN will complete the Conversion of all KRF Subscribers by the
                  end of the Conversion Period.

         (d)      Prior to the Effective Date, KRF shall at its expense maintain
                  and replace  the KRF  Equipment  as  required by the  Customer
                  Contracts.  After the Effective Date, DTN shall at its expense

                                      138
<PAGE>
                  maintain  and replace the  Purchased  Equipment as required by
                  the Customer  Contracts.  In addition,  during the  Conversion
                  Period, until returned to KRF as provided in Subsection 21(c),
                  DTN  shall  at  its  expense  maintain  and  replace  the  KRF
                  Equipment that is not Purchased Equipment;  provided, however,
                  without further consideration,  KRF shall from time to time at
                  DTN's expense as requested by DTN during the Conversion Period
                  furnish to DTN the tools,  parts,  supplies  and  replacements
                  necessary  to service and  maintain  such  equipment in proper
                  working  order.  In addition,  KRF shall allow DTN  reasonable
                  access  to  qualified  personnel  of KRF  for the  purpose  of
                  assisting  DTN's  customer  service   representatives,   field
                  technicians and engineers in maintaining uninterrupted service
                  to KRF  Subscribers  as provided in this  Agreement.  KRF also
                  shall make available to DTN prior to the Effective Date, up to
                  two hundred and fifty (250) or such other lower  number  based
                  on KRF current inventory levels as KRF shall determine, Valley
                  Receivers of the type  included in the KRF  Equipment to which
                  DTN will at its expense  install  replacement  parts necessary
                  for  such  receivers  to  receive  the KRF  Information  to be
                  transmitted  over the DTN System.  These  supplemental  Valley
                  Receivers will be used by DTN to facilitate the  Installations
                  referred to in Subsection 21(b). KRF authorizes DTN to install
                  such replacement parts in the Valley Receivers and DTN further
                  agrees to return such Valley  Receivers in the same  condition
                  as delivered to DTN, fair wear and tear accepted. Any such KRF
                  receivers not returned to KRF by 01 April 1996 will be charged
                  to DTN at their net book  value as of 01 January  1996.  As of
                  the Effective Date, without further consideration,  KRF agrees
                  to provide at a time  mutually  convenient  to both parties at
                  DTN's facility in Omaha, Nebraska, up to seventy (70) hours of
                  in-house customer service and field technician training on how
                  to handle  inquiries from KRF  Subscribers,  troubleshoot  and
                  service  and   maintain  the  KRF   Equipment.   Any  training
                  requirements  above and beyond the initial  seventy (70) hours
                  will be charged to DTN at full cost.

         (e)      During the Conversion Period,  without further  consideration,
                  KRF  agrees  to   cooperate   with  DTN  to  convert  all  KRF
                  Subscribers  from the KRF System or KRF Land-Line  System,  as
                  applicable,  to the DTN System;  provided,  however, KRF shall
                  not be required to incur significant  out-of-pocket  expenses,
                  except as specifically  provided in this  Agreement.  Prior to
                  the  Effective  Date,  DTN and KRF will prepare a letter to be
                  sent from KRF to all KRF Subscribers explaining the conversion
                  to the DTN System and informing the KRF Subscribers  that your
                  KRF Information  will now be provided on the DTN System.  Such
                  letter is to be accompanied by promotional materials furnished
                  by DTN and  delivered at times  designated by DTN. The content
                  of such letter shall be mutually agreeable to DTN and KRF. DTN
                  will be responsible  for assembly of such mailing and will pay
                  the postage charges.

         (f)      As an accommodation to DTN, without further consideration, KRF
                  will bill KRF  Subscribers  for all  services  which are to be
                  billed for the first full month  following the Effective  Date
                  pursuant to the  Customer  Contracts  and receive on behalf of

                                      139
<PAGE>
                  DTN all payments  relating to the accounts  receivable  of DTN
                  generated  from such  billings.  DTN will  offset  against the
                  payments  next becoming due to KRF pursuant to Section 23, the
                  amounts of the payments received from time to time by KRF with
                  respect to such accounts receivable of DTN. KRF shall not have
                  any  obligations  with respect to such  receivable,  except to
                  have the amounts  received  credited to DTN as mentioned above
                  and  KRF  does  not to any  extent  whatsoever  guarantee  the
                  collection or collectibility  of such receivable,  which shall
                  remain the exclusive  property of DTN. DTN shall remit to KRF,
                  upon   receipt,   any  payments   received  by  DTN  from  KRF
                  Subscribers  which represent payment for KRF Services rendered
                  prior to the Effective Date; provided,  however, DTN shall not
                  have  any   obligations   with   respect  to  KRF's   accounts
                  receivable,  except to remit the amounts received as mentioned
                  in this  sentence  and DTN does not to any  extent  whatsoever
                  guarantee the collection or collectibility of such receivable,
                  which shall remain the exclusive property of KRF. DTN shall be
                  responsible  for billing and  collecting all fees due from KRF
                  Subscribers  for all periods  after the first month  following
                  the Effective Date.

         (g)      KRF shall permit DTN to keep and maintain,  at DTN's  expense,
                  for a period no longer  than six months  from the  Closing and
                  involving  no more  than  three  employees  at any  one  time,
                  employees (to be designated by DTN) at KRF's  principal  place
                  of business for the purpose of  familiarizing  themselves with
                  the KRF Services Business.

22.      KRF Information; License.


         (a)      KRF agrees to provide all of the KRF Information to DTN during
                  the  Service  Period as provided  in this  Agreement.  The KRF
                  Information  shall  be  furnished  to DTN,  to  enable  DTN to
                  broadcast the KRF  Information  over the DTN System to the KRF
                  Subscribers in compliance with their Customer Contracts and to
                  DTNstant  subscribers  and  DTN  shall  reimburse  KRF for any
                  clearly  identifiable  costs. Such costs to be mutually agreed
                  between the parties.


         (b)      KRF will provide the equipment  described on Exhibit "F" which
                  is necessary  for KRF to provide to DTN by  telecommunications
                  lines and support  equipment,  the DTN Information so that DTN
                  can directly  input the KRF  Information  onto the DTN System.
                  KRF will  provide  the KRF  Information  to DTN in the  format
                  described on Exhibit "F".

         (c)      KRF hereby  grants to DTN a license to sell and  broadcast the
                  KRF  Information  to the KRF  Subscribers  and all present and
                  future   subscribers  to  the  DTNstant   Service  within  the
                  Territory  during  the  Service  Period  upon  the  terms  and
                  conditions  described in this  Agreement KRF further grants to
                  DTN  a  license  to  make  available  to  subscribers  of  DTN
                  services, other than the DTNstant service, the KRF Information
                  as a KRF  Optional  Service  at a fee  to be  mutually  agreed
                  between the parties.

                                      140
<PAGE>
         (d)      KRF  assumes  full  responsibility  for the content of the KRF
                  Information  delivered to DTN or KRF  Subscribers  pursuant to
                  the terms of this  Agreement.  KRF  represents and warrants to
                  DTN  that KRF has and will  continue  to have the full  power,
                  right and authority to obtain, transmit and distribute the KRF
                  Information to DTN for  distribution by DTN as contemplated by
                  this  Agreement.  KRF further  represents  and warrants to DTN
                  that DTN's broadcast of the KRF Information to its subscribers
                  as  contemplated  by this Agreement will not infringe upon the
                  rights of any third party respecting  copyright,  trade secret
                  or any privacy interest in the Territory  subject to receiving
                  all  consent  that  may be  required.  DTN  acknowledges  that
                  information  contained in the KRF Information is obtained from
                  various sources which KRF believes to be reliable.  Subject to
                  the  indemnification  obligations  of KRF  set  forth  in this
                  Agreement  KRF does not  guarantee  and makes no warranties or
                  representations  with  respect  to  the  sequence,   accuracy,
                  completeness  or  timeliness  of  any  information   furnished
                  hereunder;   nor  does  it  represent  that  the   information
                  disseminated may be relied upon for trading purposes.

         (e)      DTN agrees that prior to the broadcast of any KRF  Information
                  to a DTN  subscriber on the DTN System,  DTN will obtain a DTN
                  Subscription Agreement  substantially in the form of Exhibit H
                  subject to the  normal  customer  renewal or new  subscription
                  activity.   Any   substantial   changes  to  these  terms  and
                  conditions,  which  shall  include but shall not be limited to
                  changes to any indemnity,  warranty, limited liability and use
                  provisions will require the prior written consent of KRF which
                  shall not be unreasonably withheld.


         (f)      DTN agrees where not otherwise obvious to DTN users of the KRF
                  Information,  to attribute the KRF Information as "Source KRF"
                  or  similar   attribution  and  to  clearly  indicate  on  any
                  marketing or  advertising  material  that KRF is the source of
                  the KRF Information.


         (g)      DTN agrees to title and market any DTN service which  includes
                  a  significant   amount  of  KRF  Information  as  a  standard
                  component  as  "DTNstant  /  Knight-Ridder  Financial"  unless
                  otherwise agreed between the parties.


         (h)      KRF shall  retain  all  rights  to,  title to,  ownership  of,
                  copyright  to  and  any  other  interest  in  any  information
                  supplied to DTN. DTN  acknowledges  and agrees that all of the
                  information  provided by KRF as part of this  agreement is the
                  sole and exclusive  property of KRF. DTN agrees to not modify,
                  archive (for other than operational and maintenance purposes),
                  create  derivatives or use the information  provided by KRF in
                  any way other than contemplated by this agreement and shall be
                  permitted to only utilize the information  provided by KRF for
                  the sole purpose of permitting subscribers in the territory to
                  receive the information only for their internal use.

                                      136
<PAGE>
         23.      Revenue Sharing.

         (a)      In   consideration   for  the  rights   granted  and  the  KRF
                  Information provided by KRF pursuant to Section 22, DTN agrees
                  to share with KRF the Base Service Fees,  Limited Service Fees
                  and  Optional  Service fees as provided in this  section.  DTN
                  agrees to pay to KRF that  percentage of the Base Service Fees
                  set forth below opposite the period with respect to which such
                  Base Service Fees were earned by DTN:

                       Period                                    Percentage
          -----------------------------------                    ----------
                                                                  
          From the Effective Date to Month 12                         30%
          From Month 13 to Month 24                                   20%
          From  Month 25 to December 31, 1997                         15%
          From January 1, 1998 to December 31, 1998                   14%
          From January 1, 1999 to December 31, 1999                   13%
          From January 1, 2000 to December 31, 2000                   13%
          From January 1, 2001 to December 31, 2001 [1]               12%
          From and after January 1, 2002 [1]                          11%
          From and after January 01, 2003 [1]                         10%


         Notwithstanding  the  foregoing  percentages,  if over  the  period  of
         twenty-four  (24)  months from the  Effective  Date there are less than
         1,000 Converted  Subscribers plus KRF Subscribers,  then, after written
         claim has been  received  from DTN and  verification  of that claim has
         been independently  audited and  substantiated,  the percentage of Base
         Service  Fees to be paid to KRF during  the  remainder  of the  Service
         Period shall be ten percent (10%).

         DTN agrees to pay to KRF a  percentage  share,  to be  mutually  agreed
         between the Parties,  of any KRF Optional Service revenue where the KRF
         Information  is  offered as a KRF  Optional  Service  as  described  in
         Section 22(c).

         DTN agrees to pay to KRF five percent  (5%) of Limited  Service Fees to
         the extent that such Limited  Service Fees exceed  $35,000 per month or
         the  amount  of  Limited  Service  Fees  at the  Effective  Date of the
         agreement whichever is lower.


         DTN shall pay the applicable  percentages  of the KRF Optional  Service
         fees,  the Base  Service  Fees and Limited  Service  Fees to KRF within
         fifteen (15) days after the end of each calendar quarter based upon the
         Base Service Fees and Limited  Service Fees for such calendar  quarter.
         DTN  shall  have the  right to  offset  against  the  payments  due KRF
         pursuant to this subsection, any moneys due to DTN from KRF pursuant to
         this Agreement.  Each payment by DTN to KRF pursuant to this subsection
         shall be accompanied by a statement detailing the customers subscribing
         to  any  Base  Services,  Limited  Services  or any  Optional  Services
         together with a written summary of how such amount was computed.

         (a)      KRF shall have the right,  at its  expense,  upon at least ten
                  (10)  days  prior  written  notice  to DTN and  during  normal
                  business  hours,  to have access to DTN's books and records in

                                      141
<PAGE>
                  order to perform an audit to determine  DTN's  compliance with
                  the revenue  sharing  provisions of this Section 23. DTN shall
                  be obligated to pay any  underpayment of fees revealed by such
                  audits plus  interest  at the then prime rate.  In addition if
                  such  underpayment  represents  more than 5% of the total fees
                  due for  the  relevant  period,  DTN  shall  be  obligated  to
                  reimburse  KRF for the cost of the audit plus a penalty of 10%
                  of the underpayment amount.

         (b)      Except   in  the   case   of   default   under   section   25,
                  notwithstanding any other contrary provision contained in this
                  Agreement, if KRF elects to terminate the Service Period prior
                  to December 31, 2000, then DTN has the option,  exercisable in
                  its sole discretion, to unilaterally extend the Service Period
                  for an  additional  two (2) years  after the date at which the
                  Service Period  otherwise would end. Only sections 1 - 9, 12 -
                  16, 20, 22 - 30 of this  Agreement  shall still  apply  during
                  such  additional  two year period,  except that in lieu of the
                  revenue sharing arrangements  provided in this Section 23, DTN
                  shall  pay to KRF on the  last  day of each  calendar  quarter
                  during such  additional two year period an amount equal to the
                  aggregate  payment due to KRF pursuant to Subsection 23(a) for
                  the last calendar  quarter  preceding such additional two year
                  period.

24.      PROVISION OF EXCHANGE QUOTE  INFORMATION.  For the  convenience of DTN,
         KRF  agrees  to  include  in the  datafeed  provided  as  part  of this
         Agreement,  the normal quote  information from the Winnipeg Futures and
         London Metals Exchanges.  DTN agrees that it must first arrange to gain
         full and  proper  rights to  distribute  this  information  from  those
         corresponding  exchanges prior to distributing  this  information.  DTN
         will hold KRF harmless for any exchange  fees or other costs related to
         DTN's use of this exchange information.

25.      SURVIVAL OF REPRESENTATIONS  AND WARRANTIES.  The  representations  and
         warranties  of  DTN  and  KRF,  respectively,  as  set  forth  in  this
         Agreement,  shall survive the Closing and the expiration or termination
         of this Agreement.

26.      DEFAULT.  This  Agreement may be terminated by either party upon thirty
         (30) days prior  written  notice that the other party has  breached the
         provisions of this  Agreement and has not cured such breach within such
         notice  period.  Upon  the  occurrence  of any  event of  default,  the
         non-defaulting  party may  exercise  any  right or remedy  which may be
         available to it under applicable law including, but not limited to, the
         right to pursue the specific  performance  of any  agreement  contained
         herein.  In  addition,  the  defaulting  party shall be liable for, and
         reimburse the non-  defaulting  party for, all reasonable and necessary
         legal fees and other costs and expenses incurred by the  non-defaulting
         party  as  a  result  of  such   defaults   or  the   exercise  of  the
         non-defaulting party's remedies. No right, power or remedy conferred by
         this Agreement  shall be exclusive of any other right,  power or remedy
         referred to herein or now or hereafter  available at law, in equity, by
         statute or otherwise.

27.      NO  ASSIGNMENT.  Neither  party may assign or  subcontract  its rights,
         duties or obligations  under this Agreement to any Person,  except with
         the prior  written  consent of the other  party,  which  consent may be

                                      142
<PAGE>
         withheld  for any reason  whatsoever,  provided  however,  that nothing
         herein shall  prevent any change in ownership of KRF or the  assignment
         of such rights and obligations to any entity in the Knight-Ridder group
         of companies..

28.      EXPENSES  OF  TRANSACTION.  Except  as  specifically  provided  in this
         Agreement,  the  parties  hereto  each shall  bear all of the  expenses
         respectively incurred by them in connection with this Agreement and the
         consummation of the transactions contemplated hereby.

29.      ENTIRE  AGREEMENT.  This  document,   including  the  Exhibits  hereto,
         contains the entire  agreement  between the parties hereto with respect
         to the  subject  matter  of this  Agreement;  and  there  are no  other
         agreements, representations, warranties, or covenants, written or oral,
         with respect to the  transactions  contemplated by this Agreement which
         are not expressly set forth in this document.

30.      AMENDMENTS.  This  Agreement may be amended by letter or other document
         which by its terms specifically  states that it is an amendment to this
         Agreement; provided, that such letter or other document shall be signed
         by all of the parties hereto.

31.      NOTICES.  Any notice  which may be  permitted  or  required to be given
         pursuant to this  Agreement  shall be delivered  personally or shall be
         sent by a nationally  recognized  overnight courier or by United States
         registered or certified mail,  postage prepaid,  addressed as set forth
         below:

If to KRF:                          Knight-Ridder Financial, Inc.
                                    75 Wall St.
                                    23rd Floor
                                    New York, NY  10006
                                    Attn.:  Managing Director / Americas

With a copy to:                     Knight-Ridder Financial, Inc.
                                    2020 West 89th St.
                                    Leawood, KS  66206
                                    Attn.: Vice President / Finance



If to DTN:                          Data Transmission Network Corporation
                                    9110 West Dodge Road
                                    Suite 200
                                    Omaha, Nebraska  68114
                                    Attn.:  President

With a copy to:                     R. Craig Fry, Esq.
                                    Abrahams, Kaslow & Cassman
                                    8712 West Dodge Road
                                    Suite 300
                                    Omaha, Nebraska  68114


or to any other address as any party may by written notice to the other party in
accordance with this Section designate.

                                      143
<PAGE>


1        BINDING  EFFECT.  The terms and provisions of this  Agreement  shall be
         binding  upon and inure to the benefit of the parties  hereto and their
         respective heirs, successors and permitted assigns.

1        SECTION  HEADINGS.  The headings of the sections in this  Agreement are
         for the  purpose  of  reference  only and shall not limit or  otherwise
         affect the meaning of any of the provisions of this Agreement.

2        INCORPORATION OF EXHIBITS.  Each of the Exhibits referred to herein and
         attached  hereto  are  incorporated  herein and shall be deemed to be a
         part of this Agreement.

3        ATTORNEYS'  FEES. In the event of any action or  proceeding  brought in
         connection with this Agreement,  the prevailing  party therein shall be
         entitled to recover its costs and reasonable attorneys' fees.

4        PAYMENT LOCATION. All payments due under this Agreement from DTN to KRF
         will be  made  by wire  transfer  to:  Knight-Ridder  Financial,  Chase
         Manhattan Bank,  New York, NY ,  Account No:

5        APPLICABLE LAW. This Agreement shall be governed in all respects by the
         laws of the State of Nebraska.

IN WITNESS WHEREOF,  the corporate  parties hereto have caused this Agreement to
be  duly  executed  on  their  respective  behalves  by  their  respective  duly
authorized officers, all as of the day and year first above written.


FOR:     KNIGHT-RIDDER FINANCIAL, INC., a

Delaware corporation

By:              /s/ Patrice M. O'Grady
               ----------------------------------------------------------------
Name:            Patrice O'Grady
               ----------------------------------------------------------------
Title:           Managing Director
               ----------------------------------------------------------------
Date:            13 July 1995
               ----------------------------------------------------------------



FOR:     DATA TRANSMISSION NETWORK

CORPORATION, a Delaware corporation

By:               /s/ Greg T. Sloma
               ----------------------------------------------------------------
Name:             Greg T. Sloma
               ----------------------------------------------------------------
Title:            Executive Vice President and Chief Operating Officer
               ----------------------------------------------------------------
Date:             7/13/95
               ----------------------------------------------------------------

                                      144
<PAGE>

                                   EXHIBIT "A"


                           Schedule of KRF Subscribers

                         (To be delivered after Closing)


                                   EXHIBIT "B"

             Contracts and Agreements other than Customer Contracts

                         (To be delivered after Closing)


                                   EXHIBIT "C"

                                License Agreement

                         (To be delivered after Closing)






                                      145
<PAGE>





                                   EXHIBIT "D"

                     Values Assigned to Purchased Equipment

                (estimate pr Section 4(b) delivered after Closing
                     details to be delivered after Closing)




                                   EXHIBIT "E"

                             Schedule of Exceptions





(1)    In some situations,  by special  agreement,  certain  subscribers have in
       their Service  Agreement a requirement to obtain written consent from the
       Subscriber prior to assignment of their Service Agreement.

       DTN/KRF  will work  together to obtain the consent of the  Subscriber  to
       assignment.

(2)    Certain information  relating to optional services and private customer E
       Mail may or may not be deliverable to DTN without  specific  agreement of
       the source.


                                  


                                      146
<PAGE>


                                   EXHIBIT "F"

                   Description of Input Equipment and Format /
                   Specifications for KRF Information Datafeed









                                      147
<PAGE>










                                   EXHIBIT "G"

                         Description of KRF Information

 






                                      148
<PAGE>











                                   EXHIBIT "H"

                           DTN Subscription Agreement

                         (To be delivered after Closing)









                                      149
<PAGE>


                                   EXHIBIT "I"

                          ALLOCATION OF PURCHASE PRICE



Purchased Equipment*                                           $1,000,000

Subscription Lists/Contracts**                                  4,970,000
                                                               -----------
         Total Purchase Price                                   $5,970,000
                                                               ===========




* This number  represents  the  estimated  value of those items of KRF Equipment
which are in the possession of Converted Subscribers and are compatible with and
may be used in the DTN System  without  alteration  or  modification  other than
normal field  adjustments.  This estimation may be adjusted when full conversion
is complete.

** This number  includes an estimation  of the revenue  sharing  agreement  that
exceeds 15% in years one and two. The 15%  represents  the amount that DTN would
pay for news  services  that KRF  provides  to the  subscribers.  Above  the 15%
constitutes  additional  monies  that  will  be  paid  by  DTN to  KRF  for  the
subscription lists/contracts. This estimation may be adjusted at the end of year
one and/or year two.







                                      150
<PAGE>