PURCHASE AGREEMENT


         THIS  PURCHASE  AGREEMENT  is made and  entered  into  this 14th day of
October,  1998, by and among Data Transmission Network  Corporation,  a Delaware
corporation  (hereinafter  referred to as "DTN"),  Asset Growth  Corporation,  a
Delaware corporation  (hereinafter  referred to as "AGC"),  Marcia C. Kennedy, a
shareholder of AGC (hereinafter referred to as "Kennedy"),  and Scott L. Brown ,
a shareholder of AGC (hereinafter referred to as "Brown"). Brown and Kennedy are
sometimes  hereinafter  collectively  referred to as the "Stockholders" and each
individually referred to as a "Stockholder").

                                    RECITALS:

         A. AGC is engaged  in the  negotiation  and  attempted  acquisition  of
various  businesses  (the "Targeted  Businesses")  owned and operated by Paragon
Software, Inc., an Illinois corporation ("Paragon"),  A-T Financial Information,
Inc.,  an  Illinois  corporation  ("ATFI"),   Nirvana  Systems,  Inc.,  a  Texas
corporation,  Neurel Applications Corporation,  an Iowa corporation,  and Expert
Trading Ltd., a Maryland limited partnership doing business as Traders Library.

         B. The parties hereto desire to enter into this Agreement regarding the
purchase  by a  subsidiary  of DTN  (hereinafter  referred to as "Newco") of the
rights of AGC to acquire Paragon.

         C. Assuming the  consummation  of the  acquisition of Paragon by Newco,
DTN  and  AGC  wish to  provide  for the  management  of  Paragon  by AGC  until
consummation of the acquisition of ATFI by AGC.

         D.  Contemporaneously  with the acquisition of ATFI by AGC, the parties
desire for Newco to acquire ninety percent of all shares of capital stock of AGC
issued and outstanding at that time.

         E. Assuming the  consummation  of the  acquisitions of Paragon by Newco
and ATFI by AGC, DTN and the Stockholders  wish to provide for the employment of
the  Stockholders  by AGC and Stock  Redemption  Agreements  between AGC and the
Stockholders.

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

                                    ARTICLE I
                                   DEFINITIONS

         1.01 Terms Defined Above. As used in this  Agreement,  the terms "DTN",
"AGC", "Kennedy", "Brown", "Stockholders", "Stockholder", "Targeted Businesses",
"Newco",  "Paragon",  and "ATFI" shall have the  respective  meanings  indicated
above.
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         1.02 Certain Defined Terms. In addition, the following terms shall have
the indicated meanings, unless the context otherwise requires:

              "Agreement" shall mean this Purchase Agreement, as the same may be
         amended or supplemented from time to time.

              "ATFI  Purchase  Agreement"  shall  mean  a  definitive  agreement
         entered into between AGC and ATFI  regarding the  acquisition by AGC of
         all of the capital  stock or  substantially  all of the assets of ATFI,
         which agreement  shall be in all aspects  acceptable to DTN in its sole
         and absolute discretion.

              "ATFI  Purchase  Price" shall mean the  aggregate  cash payment to
         ATFI or its shareholders as consideration  for the purchase as provided
         in the ATFI Purchase Agreement.

              "Closing"  shall  mean  the  contemporaneous  consummation  of the
         purchase  and  sale  transactions  contemplated  in the  ATFI  Purchase
         Agreement and the Stock Purchase Agreement.

              "DTN Revolving  Credit Rate" shall mean the rate per annum charged
         to DTN from time to time under its bank revolving credit facility.

              "Other Contract Rights" shall mean those  preliminary,  pending or
         definitive  contracts,  understandings,  proposals or other agreements,
         written  or  oral,  of  AGC  regarding  the   acquisition  or  proposed
         acquisition  by AGC of all of the  capital  stock of the  owners of the
         Targeted Businesses other than Paragon and ATFI or substantially all of
         the assets of the  Targeted  Businesses  other than the  businesses  of
         Paragon and ATFI,  which rights shall be in all aspects  acceptable  to
         DTN in its sole and absolute discretion.

              "Paragon Purchase  Agreement" shall mean the definitive  agreement
         to be entered into between AGC and Paragon regarding the acquisition by
         AGC of all of the capital stock of Paragon, which agreement shall be in
         the form of attached hereto as Exhibit A.

              "Paragon  Purchase Price" shall mean the aggregate cash payment to
         the  shareholders of Paragon as  consideration  for the purchase of the
         capital stock of Paragon as provided in the Paragon Purchase Agreement.

              "Person"   shall   mean   any   individual,   firm,   corporation,
         partnership,  limited  liability  company,  trust or other entity,  and
         shall include any successor (by merger or otherwise) to such entity.

              "Stock Purchase Agreement" shall mean the definitive  agreement to
         be  entered  into  among  Newco  and  the  Stockholders  regarding  the

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         acquisition by Newco from the  Stockholders of ninety percent of all of
         the issued and outstanding  capital stock of AGC, which agreement shall
         be in the form attached hereto as Exhibit B.


                                   ARTICLE II
                             ACQUISITION OF PARAGON

         2.01 Assignment of Paragon Purchase Agreement.  Contemporaneously  with
the execution of this Agreement,  AGC shall sell, transfer,  assign,  convey and
deliver to Newco all of AGC's right,  title and interest as purchaser  under the
Paragon Purchase  Agreement by a duly executed  assignment in form and substance
acceptable to DTN to effectively vest in Newco all right,  title and interest of
purchaser  under the Paragon  Purchase  Agreement,  free and clear of all liens,
encumbrances,  security  interests,  actions,  claims and  equities  of any kind
whatsoever.  In lieu of AGC's assignment as provided in this paragraph,  AGC and
DTN may agree to have Newco enter into the Paragon Purchase  Agreement  directly
with Paragon.

         2.02  Assumption  of  Paragon  Purchase  Agreement.  From and after the
assignment to Newco of AGC's interest in the Paragon Purchase Agreement pursuant
to  Section  2.01,  DTN shall  cause  Newco to  assume  and  perform  all of the
obligations of the purchaser under the Paragon  Purchase  Agreement,  including,
but not  limited  to,  payment of the  Paragon  Purchase  Price.  To finance the
Paragon Purchase Price,  DTN shall make a capital  contribution to Newco of cash
in the amount of twenty  percent  (20%) of the  Paragon  Purchase  Price and DTN
shall loan to Newco eighty percent (80%) of the Paragon Purchase Price.

         2.03 Management Agreement. Contemporaneously with the execution of this
Agreement,  AGC shall  execute and deliver to DTN,  and DTN shall cause Newco to
execute and deliver to AGC, the  Management  Agreement  in the form  attached as
Exhibit C.

         2.04 AGC's  Deliveries.  Contemporaneously  with the  execution of this
Agreement, AGC shall deliver to DTN the following:

              (i)    A  certificate  from the Secretary of State of the State of
                     Delaware,  dated  within  thirty  days of the  date of this
                     Agreement, to the effect that AGC is in existence and is in
                     good  standing with respect to the payment of all franchise
                     and related taxes;

              (ii)   Certificates from the appropriate governmental authority of
                     each state  wherein  the  business  conducted  by AGC makes
                     qualification  necessary,  dated within  thirty days of the
                     date of this  Agreement,  to the  effect  that  AGC is duly
                     qualified as a foreign  corporation and is in good standing
                     with  respect to the payment of all  franchise  and related
                     taxes;

              (iii)  A certificate of the Secretary of AGC, dated as of the date
                     of  this  Agreement,  certifying  (a)  the  Certificate  of
                     Incorporation   and  Bylaws  of  AGC,  (b)  all   corporate

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                     resolutions adopted by the shareholders and/or directors of
                     AGC as necessary to approve AGC's execution and performance
                     of this  Agreement  and (c)  that the  representations  and
                     warranties of AGC contained in this  Agreement are true and
                     correct on the date of this Agreement; and

              (iv)   Such  other  documents,  instruments,   certifications  and
                     confirmations as may be reasonably  required and designated
                     by DTN to effect  and  consummate  fully  the  transactions
                     contemplated in this Article II.


                                   ARTICLE III
                      PURSUIT AND ANALISIS OF ACQUISITIONS

         3.01  Negotiation  of  Acquisitions.  From and  after  the date of this
Agreement,  AGC and the  Stockholders  shall  use  their  best  efforts  and due
diligence to enter into the ATFI Purchase  Agreement prior to December 31, 1998,
and to pursue the Other  Contract  Rights.  The parties  hereto shall  cooperate
fully in  connection  with the  negotiation  and  pursuit  of the ATFI  Purchase
Agreement  and the Other  Contract  Rights and AGC shall  allow DTN to  actively
participate in such  negotiations.  Such cooperation shall include AGC's and the
Stockholders' furnishing to DTN all relevant and material information concerning
ATFI  and  the  target  companies  under  the  Other  Contract  Rights  and  the
negotiations and proceedings related to such proposed acquisitions.

         3.02 Due Diligence  Review by DTN.  Between the date of this  Agreement
and the Closing,  AGC and the Stockholders  will cause AGC to afford DTN and its
representatives prompt and full access to all information,  books and records in
their  possession or control  pertaining  to or  concerning  ATFI and the target
companies under the Other Contract Rights and the  negotiations  and proceedings
related to such proposed  acquisitions  and use their best efforts to cause ATFI
and the target  companies under the Other Contract Rights to furnish DTN and its
representatives  all  information,  books and  records  in their  possession  or
control  pertaining  to  or  concerning  their  businesses,  including,  without
limitation,  their  financial  and  operating  data and other  information  with
respect to the  businesses  and  properties  of such entities for the purpose of
permitting DTN to make such investigations of such businesses,  properties,  and
financial  and  legal   conditions  as  DTN  deems  necessary  or  desirable  to
familiarize  itself  therewith.  In  addition,  AGC  and the  Stockholders  will
promptly  notify DTN in writing of any  significant  developments  known to them
regarding ATFI and the target companies under the Other Contract Rights.



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                                   ARTICLE IV
                      ACQUISITION OF ATFI AND STOCK OF AGC

         4.01 Stock Purchase Agreement.  Subject to the terms and conditions set
forth in this  Article  IV, at the  Closing  the  Stockholders  and Newco  shall
execute,  deliver and  consummate  the  transactions  contemplated  by the Stock
Purchase Agreement.

         4.02  Contributions  to  Capital  of AGC.  Contemporaneously  with  the
Closing, DTN shall cause Newco to make a capital contribution to AGC of (i) cash
in the amount of twenty percent (20%) of the ATFI Purchase  Price,  (ii) cash in
the  amount  referred  to in  Section  4.06(m)  to  fund  AGC's  obligations  to
shareholders  of AGC other than the  Stockholders,  and (iii) all of the capital
stock of Paragon,  free and clear of all liens and  encumbrances  other than the
obligation  to  repay to DTN the sum of  eighty  percent  (80%)  of the  Paragon
Purchase Price plus interest  thereon at the DTN Revolving  Credit Rate from the
date  of  this  Agreement  until  repaid.   AGC  shall  assume  at  Closing  the
indebtedness   referred  to  in  clause   (iii)  of  the   preceding   sentence.
Contemporaneously  with the Closing,  DTN shall loan to AGC eighty percent (80%)
of the ATFI Purchase Price,  which loan shall bear interest at the DTN Revolving
Credit Rate from the date of Closing until repaid. AGC shall execute and deliver
to DTN at  Closing  documentation  acceptable  to DTN to  evidence  its  payment
obligations  referred  to in this  paragraph,  which  shall be payable to DTN on
demand, or such obligations may be accounted for internally by DTN.

         4.03 Employment Agreements. Contemporaneously with the Closing, AGC and
each of the  Stockholders  shall enter into an Employment  Agreement in the form
attached hereto as Exhibit E.

         4.04 Stock Redemption  Agreements.  Contemporaneously with the Closing,
AGC and each of the Stockholders  shall enter into a Stock Redemption  Agreement
in the form attached hereto as Exhibit F.

         4.05  Conduct of  Business  of AGC.  During the period from the date of
this Agreement to the Closing, AGC shall (i) conduct its business and operations
according  to its  ordinary  course of business  consistent  with past  practice
except as otherwise provided in this Section 4.05, and (ii) use its best efforts
to preserve  intact its  business  organization  and its  relationship  with the
owners of the Targeted  Businesses,  its employees,  and others having  business
relationships with it, except as may otherwise be agreed by AGC and DTN. Without
limiting the generality of the foregoing, prior to the Closing without the prior
written consent of DTN, AGC shall not:

         (a) change or amend its Certificate of Incorporation or By-laws (or
similar governing documents);

         (b) (i)  create,  incur or assume any debt,  liability  or  obligation,
direct or indirect,  whether accrued,  absolute,  contingent or otherwise, other
than  normal  operating  expenses  incurred in the  ordinary  course of business
consistent  with  past  practice  (except  for  liability  of  AGC  incurred  in
connection  with the  redemption  of stock  from its  existing  shareholders  as
provided in this Agreement) or (ii) pay any debt, liability or obligation of any

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kind other than current liabilities  incurred in the ordinary course of business
consistent with past practice or (iii) assume,  guarantee,  endorse or otherwise
become liable or responsible  (whether directly,  contingently or otherwise) for
the  obligations  of any  other  person,  or make any loans or  advances  to any
person;  provided,  however,  normal operating expenses incurred in the ordinary
course of business will be considered  consistent with past practices regardless
that such  items  were  received  free of  charge by AGC in the past,  including
without limitation office and equipment rental and administrative services.

         (c)  declare,  set  aside or pay any  dividend  or  other  distribution
(whether in cash,  stock or property or any  combination  thereof) in respect of
the  capital  stock of AGC,  or redeem or  otherwise  acquire any of the capital
stock of AGC or split,  combine or otherwise  similarly change the capital stock
of AGC or  authorize  the creation or issuance of or issue or sell any shares of
its  capital  stock  or  any  securities  or  obligations  convertible  into  or
exchangeable  for, or giving any person any right to acquire from it, any shares
of its capital stock, or agree to take any such action;

         (d) (i) change in any manner the rate or terms of compensation or bonus
payable or to become  payable to any director,  officer or employee  (except AGC
shall  be  allowed  to pay to the  Stockholders  the  management  fees  received
pursuant to the Management  Agreement referred to in Section 2.03, to the extent
such fees are not needed to pay  expenses  and  liabilities  incurred by AGC) or
(ii)  change  in any  manner  the  rate  or  terms  of any  insurance,  pension,
severance,  or other employee benefit plan,  payment or arrangement made to, for
or with any employees;

         (e) discharge or satisfy any lien other than in the ordinary  course of
business  and  consistent  with past  practice or subject to any lien any of its
assets or properties;

         (f) except as otherwise  permitted in this Section 4.05, enter into any
agreement  or  commitment  for any  borrowing,  capital  expenditure  or capital
financing in excess of $1,000 individually or in the aggregate;

         (g) sell,  lease,  transfer  or  dispose  of any of its  properties  or
assets,  waive or release any rights of material value,  or cancel,  compromise,
release or assign any  indebtedness  owed to it or any claims held by it in each
case  other  than in the  ordinary  course  of  business  consistent  with  past
practice;

         (h) make any investment of a capital nature either by purchase of stock
or securities,  contributions to capital, property transfers or otherwise, or by
the purchase of any material property or assets of any other  individual,  firm,
corporation or entity, except as contemplated in this Agreement;

         (i) take any  action  to permit  any  insurance  policy  naming it as a
beneficiary  or a loss payable  payee to be canceled or terminated or any of the
coverage  thereunder to lapse,  unless  simultaneously  with such termination or
cancellation  replacement policies providing substantially the same coverage and
which are obtainable on substantially  the same economic terms are in full force
and  effect;  provided,  however  that if AGC shall  receive  notice of any such
cancellation  or  termination,  it shall so notify  DTN  promptly  upon  receipt
thereof and, if feasible upon the payment of a premium  which is not  materially
greater  than the premium  payable  under such  terminated  or canceled  policy,

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<PAGE>

obtain  simultaneously  with such  termination or cancellation  such replacement
policies;

         (j)  license,  transfer,  grant,  waive,  release,  permit  to lapse or
otherwise  fail to preserve any of its material  proprietary  rights or contract
rights, or dispose of or permit to lapse any material  license,  permit or other
form of authorization;

         (k) terminate or amend or fail to perform any of its obligations  under
any contract to which its is a party or take any other action which would have a
material adverse effect on AGC; or

         (l)  enter  into an  agreement  to do any of the  things  described  in
clauses (a) through (k) above.

         4.06  Conditions to the  Obligations of DTN to Effect the  Transactions
Contemplated  in Article IV. The  obligations of DTN to effect the  transactions
contemplated  in Article IV shall be subject to the  fulfillment  at or prior to
the Closing of each of the following conditions, any one or more of which may be
waived in whole or in part by DTN in writing:

         (a) AGC and the  Stockholders  shall have performed and complied in all
material  respects with all  agreements,  obligations,  conditions and covenants
contained in this Agreement and in the Stock Purchase  Agreement  required to be
performed  and  complied  with by them at or  prior to the  Closing  and all the
representations  and  warranties of AGC and the  Stockholders  set forth in this
Agreement and in the Stock Purchase  Agreement  shall be true and correct in all
material  respects as of the date of this  Agreement and as of the Closing,  and
DTN shall have received  certificates to that effect signed by a duly authorized
officer  of AGC  and  the  Stockholders  together  with  such  other  documents,
instruments and writings  required to be delivered by the Stockholders or by AGC
at or prior to the  Closing  pursuant  to this  Agreement,  the  Stock  Purchase
Agreement or otherwise required in connection herewith.

         (b) AGC and the Stockholders  shall have delivered to DTN (i) copies of
AGC's Certificate of Incorporation including all amendments thereto certified by
the  Secretary  of State of the State of  Delaware,  (ii)  certificate  from the
Secretary  of State to the effect that AGC is in good  standing  and listing all
charter  documents of AGC on file, and (iii) a certificate  from the appropriate
governmental authority of each state wherein the business conducted by AGC makes
qualification necessary, dated within thirty days of the date of this Agreement,
to the effect that AGC is duly qualified as a foreign corporation and is in good
standing with respect to the payment of all franchise and related taxes.

         (c) Prior to the Closing,  there shall be no material adverse change in
the assets or  liabilities,  the business or condition,  financial or otherwise,
the results of operations, or prospects of AGC, from the date of this Agreement,
and the Stockholders shall have delivered to DTN a certificate,  dated as of the
Closing, to such effect.

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         (d) No action or  proceedings  which have a  reasonable  likelihood  of
success shall have been  instituted or  threatened by any  governmental  body or
authority to restrain or prohibit any of the transactions contemplated hereby.

         (e) Each  party  hereto  shall have  received  all  material  consents,
waivers,   approvals,   licenses  or  other  authorizations  required  from  any
governmental  or  non-governmental  entity  for  the  execution,   delivery  and
performance of the Stock Purchase  Agreement and the ATFI Purchase  Agreement by
the parties thereto.

         (f)  The  consummation  by AGC of the  purchase  and  sale  transaction
contemplated in the ATFI Purchase  Agreement upon terms acceptable to DTN in its
sole and absolute  discretion  and the approval of all aspects and the status of
the Other Contract Rights by DTN in its sole and absolute discretion.

         (g)  DTN  shall  have   received  an  opinion   from   counsel  to  the
Stockholders, dated as of the Closing, in form and substance satisfactory to DTN
and its counsel, to the effect set forth in Exhibit D hereto.

         (h) No injunction or other court order  requiring  that any part of the
business or assets of AGC be held  separate or divested or that any  business or
assets of DTN or any affiliate of DTN be divested,  or imposing or involving any
conditions on DTN or its affiliates or AGC,  which could be reasonably  expected
to  have a  material  adverse  effect  on  the  assets,  liabilities,  business,
financial  condition,  prospects or results of  operations  of either DTN or any
affiliate of DTN on the one hand,  or AGC on the other hand,  shall be in effect
and no proceedings shall be pending by or before, or threatened in writing by or
before,  any governmental  body or court of competent  jurisdiction with respect
thereto.

         (i) AGC shall not have  taken any of the  actions  set forth in Section
4.05(a) - (l) without the prior written consent of DTN.

         (j) DTN shall have received satisfactory evidence of the resignation as
of the time of Closing of such of the present  officers and  directors of AGC as
DTN may request prior to Closing.

         (k)  There  shall  not be in  effect  at the  Closing  any  contractual
provisions  restricting  the ability of AGC or any affiliate  thereof to conduct
any business or compete with any person or restricting  the area in which it may
conduct any business.

         (l) DTN and its  counsel  shall  have  approved  (i) the  form of stock
certificates and related instruments of transfer to be delivered to Newco at the
Closing,  (ii) all other  proceedings to be effected at the Closing or otherwise
in connection with the transactions contemplated by the Stock Purchase Agreement
and the ATFI Purchase  Agreement,  and (iii) all other documents and instruments
to be delivered at the Closing or otherwise in connection with the  transactions
contemplated by the Stock Purchase Agreement and the ATFI Purchase Agreement.

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         (m) AGC shall  redeem all of the  capital  stock  held by its  existing
shareholders (other than the Stockholders) for an aggregate  redemption price of
not more than $700,000,  which  redemption  price shall be a liability of AGC at
the  Closing  to be  paid  with  funds  received  from  Newco  pursuant  to this
Agreement.

         4.07  Current  Information.  During  the  period  from the date of this
Agreement  to the  Closing,  AGC will  promptly  notify  DTN in  writing  of any
significant  development not in the ordinary course of business  consistent with
past  practice or of any  material  adverse  change in the assets,  liabilities,
business,  financial condition,  prospects or results of operation of AGC and of
any governmental  complaints,  investigations or hearings of which AGC have been
advised  involving AGC, or the  institution or threat of the  institution of any
litigation or proceedings involving AGC.

         4.08 Access to Information.  Between the date of this Agreement and the
Closing, AGC will (i) afford DTN and its designated  representatives full access
to the premises,  books and records of AGC, and (ii) cause AGC's  officers,  and
use its best efforts to cause AGC's  advisors  (including,  without  limitation,
their auditors,  attorneys and other advisors) to furnish DTN and its designated
representatives   (including   DTN's   auditors,   accountants,   attorneys  and
representatives)  with financial and operating data and other  information  with
respect to the  business,  properties  and  prospects  of AGC for the purpose of
permitting DTN to make such investigation of the business, properties, financial
and legal  condition of AGC as DTN deems  necessary or desirable to  familiarize
itself therewith.

         4.09  Reasonable  Best Efforts.  Subject to the terms and conditions of
this  Agreement  and except as  otherwise  provided  herein,  all of the parties
hereto will use their reasonable best efforts to take, or cause to be taken, all
action,  and to do,  or  cause to be  done,  all  things  necessary,  proper  or
advisable under applicable laws and regulations to consummate and make effective
the transactions contemplated by this Article IV.

         4.10 Consents.  Each of the parties hereto will use its reasonable best
efforts  to  obtain  the  written  consents  of  all  persons  and  governmental
authorities  required  to be obtained  by each such party and  necessary  to the
consummation of the transactions contemplated by this Article IV.


                                    ARTICLE V
                             FAILURE TO ACQUIRE ATFI

         5.01 Election to Terminate.  In the event that the  consummation of the
purchase and sale transaction contemplated by the ATFI Purchase Agreement fails,
for any  reason,  to occur  prior to December  31,  1998,  or such later date as
designated by DTN in its sole and absolute discretion,  but not later than March
31, 1999, then either DTN or AGC may, upon written notice to the other, elect to
terminate the provisions of and transactions  contemplated by Article IV of this
Agreement (the  "Termination").  From and after the  Termination,  the terms and
provisions of Article IV of this Agreement shall be void and of no further force
or effect.  However,  the  provisions  of this  Section 5.01 are not intended to
waive,  limit or preclude the rights which any party to this  Agreement may have
against any other  party  hereto for any breach of the terms and  provisions  of
Article IV occurring prior to the Termination.

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         5.02 Repurchase of Paragon. In the event of the Termination,  AGC shall
have the right to  purchase  from Newco all of the  shares of  capital  stock of
Paragon for an amount equal to the net book value of assets minus liabilities of
Paragon on the date of such purchase plus interest on the Paragon Purchase Price
from the date of this Agreement to the date such amount is paid in full to Newco
at the DTN  Revolving  Credit Rate in effect from time to time,  such rate to be
adjusted  upward or  downward on each date upon which the DTN  Revolving  Credit
Rate  changes.  AGC  shall  have  a  period  of six  (6)  months  following  the
Termination  to obtain  financing  and pay to Newco in full in cash the purchase
price for the capital  stock of Paragon  determined  as provided in this Section
5.02.  Upon receipt of such amount by DTN within the six month period  following
the  Termination,  Newco shall (i) deliver to AGC  certificates for such capital
stock of Paragon  duly  endorsed  for  transfer and free and clear of any liens,
security  interests,  encumbrances,  or claims other than the provisions of this
Agreement and (ii) pay to each of the Stockholders in cash the sum of $50,000 as
full and complete compensation to the Stockholders for their services related to
the  transactions  contemplated by this Agreement,  subject to the  Stockholders
executing and delivering a complete  release in favor of DTN and Newco and their
shareholders,  employees  and agents  relating  to all  matters  arising  out or
related to the transactions contemplated by this Agreement.


                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES


         6.01.  Representations and Warranties. AGC and the Stockholders jointly
and severally warrant, represent and covenant to and with DTN:

         (a)      That AGC has full  right and  lawful  authority  to enter into
                  this Agreement and to sell, transfer, assign and convey all of
                  its  right,   title  and  interest  in  the  Paragon  Purchase
                  Agreement;  that AGC's  performance of its  obligations  under
                  this Agreement will not violate any agreement, document, trust
                  (constructive  or  otherwise),  order,  judgment  or decree to
                  which AGC is a party or by which it is bound;  and that,  upon
                  the transfer and assignment of the Paragon Purchase  Agreement
                  to Newco as provided  in this  Agreement,  Newco will  acquire
                  good and  merchantable  title  thereto,  free and clear of any
                  liens, encumbrances,  security interests, actions, claims, and
                  equities of any kind whatsoever,  other than the rights of the
                  parties as set forth in this Agreement.

         (b)      That  AGC is the  sole  and  lawful  owner of and has good and
                  marketable  title  to all of the  interests  of the  purchaser
                  under the Paragon  Purchase  Agreement to be acquired by Newco
                  pursuant  to this  Agreement,  free and  clear  of any  liens,
                  encumbrances,   security  interests,   actions,   claims,  and
                  equities of any kind whatsoever,  other than the rights of the
                  parties as set forth in this Agreement.

                                       10
                                    - 225 -
<PAGE>

         (c)      That AGC will be at Closing  the sole and lawful  owner of and
                  will have good and marketable title to all of the interests of
                  the  purchaser  under the ATFI  Purchase  Agreement  and Other
                  Contract  Rights,  free and clear of any liens,  encumbrances,
                  security interests,  actions, claims, and equities of any kind
                  whatsoever,  other than the rights of the parties as set forth
                  in this Agreement.

         (d)      That  there  are no  suits,  arbitrations  or  other  legal or
                  governmental  proceedings  pending or, to the knowledge of AGC
                  or  the  Stockholders,  threatened  against  AGC  which  might
                  conceivably affect the title to the Paragon Purchase Agreement
                  to be acquired by Newco pursuant to this Agreement.

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

         (f)      The Paragon Purchase Agreement and the ATFI Purchase Agreement
                  include  all rights and  interests  necessary  to acquire  the
                  capital stock or assets being acquired thereunder by AGC.

         (g)      There is no fact, development,  or threatened development with
                  respect to  Paragon,  ATFI or the target  companies  under the
                  Other Contract Rights or their markets,  products,  customers,
                  vendors, suppliers,  operations, assets or prospects which are
                  known to AGC which would  materially  adversely  affect  their
                  businesses,  operations  or prospects  considered  as a whole,
                  other  than  such  conditions  as may  affect  as a whole  the
                  economy generally or matters disclosed in writing to DTN.

         (h)      AGC  has  delivered  with  respect  to  the  Paragon  Purchase
                  Agreement  and will  deliver  prior to Closing with respect to
                  the ATFI  Purchase  Agreement and the Other  Contract  Rights,
                  true,  correct and  complete  copies of the  Paragon  Purchase
                  Agreement,   the  ATFI  Purchase  Agreement  and  all  written
                  contracts  relating to the Other Contract  Rights,  and all of
                  such contracts or contract  rights are presently or will be at
                  Closing in full force and  effect.  AGC has not  received  any
                  notices from the sellers under the Paragon Purchase Agreement,
                  the ATFI Purchase  Agreement or the Other Contract Rights that
                  indicate that they intend to terminate  any of such  contracts
                  and, except as reflected in the copies  delivered to DTN, such
                  contracts  have not been amended and AGC and the other parties
                  to such  contracts are not in default in any material  respect
                  under such contracts or contract rights.



                                       11
                                    - 226 -
<PAGE>



                                   ARTICLE VII
                                 INDEMNIFICATION

         7.01  Indemnification.  AGC and the Stockholders  jointly and severally
agree to indemnify DTN and Newco and to hold DTN and Newco harmless from any and
all loss,  damage,  cost,  or expense  incurred or  sustained by DTN or Newco by
reason of the  failure  of any  warranty  or  representation  contained  in this
Agreement to be true or as a result of AGC's  failure to abide by or perform any
covenant or agreement on its part contained in the Paragon  Purchase  Agreement,
the ATFI Purchase  Agreement or the Other Contract  Rights and accruing prior to
the Closing.


                                  ARTICLE VIII
                                  MISCELLANEOUS

         8.01 Survival.  The representations,  warranties,  and covenants on the
part of AGC and/or the  Stockholders  contained in this Agreement  shall survive
both the  execution of this  Agreement and the Closing and shall be binding upon
AGC and the Stockholders and their heirs, legal representatives,  successors and
assigns.

         8.02 Payment of Liabilities.  AGC and the Stockholders  agree to pay as
promptly  as  possible  and  hold  DTN  and  Newco  harmless  from  any  and all
liabilities  of AGC existing on the date of this Agreement and those incurred or
accruing  prior  to the  Closing,  except  for  reasonable  attorneys  fees  and
accounting  expenses  incurred  by  AGC  after  December  31,  1998,  solely  in
connection with the negotiations  and proposed  acquisition of ATFI, which shall
be reimbursed to AGC by Newco.  The  Stockholders and AGC agree that neither DTN
nor Newco is  assuming  and  neither  shall have  responsibility  for any of the
debts,  obligations,  or liabilities of AGC of any kind  whatsoever  incurred or
accrued before the Closing,  except those  obligations  specifically  assumed by
Newco pursuant to this  Agreement.  AGC and the  Stockholders  agree to hold DTN
harmless from any cost or expense  arising out of or relating to any such debts,
obligations, or liabilities.

         8.03  Transfer  Taxes.  AGC shall pay all sales and other similar taxes
imposed  on or  collectible  by AGC or Newco by  reason of the  transfer  of the
Paragon  Purchase  Agreement  being acquired by Newco pursuant to this Agreement
and all taxes attributable to the payments to AGC and the Stockholders  pursuant
to this Agreement shall be paid by AGC and the Stockholders, respectively.

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

                                       12
                                    - 227 -
<PAGE>

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

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

         8.07 Further Actions. AGC agrees to take such actions from time to time
as may in the  reasonable  judgment  of DTN  or  its  counsel  be  necessary  or
advisable  to  confirm  the  title of Newco to any of the  contracts  or  assets
acquired by Newco from AGC pursuant to this Agreement.

         8.08  Governing  Law. This  Agreement  shall be construed in accordance
with the substantive laws, but not the choice of law provisions, of the State of
Nebraska.

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

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

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

         8.12  Notification.  All  notices  which any party may be  required  or
desire to give to the other  parties  shall be in writing  and shall be given by
personal  service,   telecopy,   registered  mail  or  certified  mail  (or  its
equivalent) to any other party at its respective  address or telecopy number set
forth  below.  Notices  shall be deemed to be given upon  actual  receipt by the
party to be  notified.  Notices  delivered  by telecopy  shall be  confirmed  in
writing by overnight courier.

         If to AGC or Stockholders:          Asset Growth Corporation
                                             7324 Southwest Freeway, Suite 1000
                                             Houston, Texas  77074
                                             Attention:  Marcia C. Kennedy
                                             Telecopy No.: (713) 995-9585

                                       13
                                    - 228 -
<PAGE>

         If to DTN or Newco:                 Data Transmission Network
                                             Corporation
                                             9110 West Dodge Road, #200
                                             Omaha, NE  68114
                                             Attn:  Charles R. Wood
                                             Telecopy No.:  (402) 255-8088

         8.13 Interpretation. The article and section headings in this Agreement
are solely for  convenience  and shall not be considered in its  interpretation.
The language of this  Agreement  has been approved by counsel for each party and
shall be  construed  as a whole  according  to its fair  meaning and none of the
parties  hereto  shall be deemed to be the  draftsman  of this  Agreement in any
action which may hereafter arise between the parties.  Time is of the essence of
this Agreement.  Words denoting sex shall be construed to include the masculine,
feminine,  and neuter,  when such  construction  is  appropriate,  and  specific
enumeration shall not exclude the general, but shall be construed as cumulative.

         8.14  No  Third  Party  Beneficiaries.   Except  as  provided  in  this
Agreement,  nothing in this  Agreement  shall  confer any rights upon any Person
which is not a party or a permitted assignee of a party to this Agreement.

         8.15 Remedies. In the event of a breach or default by any party to this
Agreement,  the other  parties  shall be  entitled to any and all  remedies  and
damages available to such party at law or in equity.

         8.16 Expenses. All fees, expenses and costs incurred in connection with
this  Agreement and the  transactions  contemplated  hereby shall be paid by the
party incurring such fees, expenses and costs.

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

                                         DATA TRANSMISSION NETWORK
                                         CORPORATION, a Delaware corporation


                                         /s/ Greg T. Sloma
                                         --------------------------------
                                         Greg T. Sloma, President


                                         ASSET GROWTH CORPORATION,
                                         a Delaware corporation


                                         /s/ Marcia C. Kennedy,
                                         ------------------------------
                                         Marcia C. Kennedy, President


                                       14
                                    - 229 -
<PAGE>

                                         STOCKHOLDERS:

                                         ---------------------------------
                                         Marcia C. Kennedy, an individual

                                         ---------------------------------
                                         Scott L. Brown, an individual


                                       15
                                    - 230 -
<PAGE>




                                    EXHIBIT A


                           Paragon Purchase Agreement

                            STOCK PURCHASE AGREEMENT



                                  by and among



                        DEAN LOEW, MICHAEL PROTOFANOUSIS,
                  SAM PROTOFANOUSIS, ROBERT RAWLINS, RAY VOGEL,
                      MICHAEL PAOLELLA AND ROBERT PAOLELLA
                                   ("Sellers")


                                       and



                              DTN ACQUISITION, INC.
                                  ("Purchaser")









                                October 14, 1998








                                       1
                                    - 231 -
<PAGE>


                            STOCK PURCHASE AGREEMENT


      THIS STOCK PURCHASE  AGREEMENT,  dated as of the 14th day of October 1998,
is made and entered into by and among DEAN LOEW ("Dean"),  MICHAEL PROTOFANOUSIS
("Mike"),  SAM PROTOFANOUSIS,  ROBERT RAWLINS,  RAY VOGEL,  MICHAEL PAOLELLA and
ROBERT  PAOLELLA  ("Sellers"),  and  DTN  ACQUISITION,  INC.  ("Purchaser"),   a
corporation  organized  under the laws of the State of  Nebraska  evidences  the
arrangements  concerning  the purchase by  Purchaser  from the Sellers of common
stock of PARAGON SOFTWARE, INC., an Illinois corporation ("Company").

                                   WITNESSETH:

     In consideration of the mutual covenants and agreements  herein  contained,
the Purchaser and the Sellers agree as follows:

                                   ARTICLE I.
                                   DEFINITIONS

     1.01 Terms Defined  Above.  As used in this Stock Purchase  Agreement,  the
terms  "Sellers",  "Purchaser" and "Company" shall have the respective  meanings
indicated above.

     1.02 Certain Defined Terms. As used in this Stock Purchase  Agreement,  the
following terms shall have the indicated meanings,  unless the context otherwise
requires:

     "Affiliate" shall mean any Person, which, directly or indirectly, controls,
is  controlled  by, or is under common  control with any other  Person.  Control
shall mean possession,  directly or indirectly,  of the power to direct or cause
the  direction of  management,  policies or action  through  ownership of voting
securities,  contract,  voting trust,  membership or otherwise through formal or
informal arrangements or business relationships.

     "Agreement"  shall mean this Stock Purchase  Agreement,  as the same may be
amended or supplemented from time to time.

                                       2
                                    - 232 -
<PAGE>

     "Business  Day"  shall mean a day other  than a  Saturday,  Sunday or legal
holiday under the laws of the State of Texas.

     "Code"  shall mean the United  States  Internal  Revenue  Code of 1986,  as
amended from time to time.

     "Common  Stock"  shall mean the common  stock,  without  par value,  of the
Company.

     "Company's  Fiscal Year" shall mean each annual fiscal  reporting period of
the Company ending December 31.

     "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
amended from time to time,  and the  regulations  and published  interpretations
thereof.

     "ERISA  Affiliate"  shall  mean  any  trade  or  business  (whether  or not
incorporated)  which  together  with the  Company  would be  treated as a single
employer under Section 4001 of ERISA.

     "Financial Statements" shall mean the statements of financial condition, as
at the point in time and for the period  indicated and  consisting of at least a
balance sheet and related statements of operations,  stockholders'  equity, and,
when the foregoing are audited,  accompanied by the certification of independent
certified public accountants and footnotes to any of the foregoing, all of which
shall be prepared in accordance with GAAP.

     "GAAP" shall mean generally accepted accounting  principles  established by
the Financial Accounting Standards Board and in effect in the United States from
time to time during the term of this Agreement.

     "Insolvency  Proceeding"  shall  mean  application  (whether  voluntary  or
instituted by another  Person or Persons) for or the consent to the  appointment
of a receiver, trustee, conservator, custodian or liquidator of any Person or of
all or a substantial part of such Person's Property, or the filing of a petition
commencing a case under Title 11 of the United States Code, seeking liquidation,
reorganization   or   rearrangement  or  taking  advantage  of  any  bankruptcy,
insolvency, debtor's relief or other similar law of the United States, the State
of Texas or any other jurisdiction.

                                       3
                                    - 233 -
<PAGE>

     "Lien" shall mean any interest in Property  securing an obligation owed to,
or a claim by, a Person  other  than the  owner of the  Property,  whether  such
interest is based on common law,  statute or contract,  and  including,  but not
limited to, the lien or security interest arising from a mortgage,  encumbrance,
pledge,  security  agreement,  conditional  sale or trust  receipt,  or a lease,
consignment  or bailment for security  purposes  and  reservations,  exceptions,
encroachments,  easements, rights of way, covenants,  conditions,  restrictions,
leases and other title  exceptions  and  encumbrances  affecting  property which
secure an  obligation  owed to, or a claim by, a Person  other than the owner of
such Property (for the purposes of this  Agreement,  the Company shall be deemed
to be the owner of any  Property  which it has  acquired  or holds  subject to a
conditional  sale agreement,  financing lease or other  arrangement  pursuant to
which title to the Property has been  retained by or vested in some other Person
for security purposes).

     "Material Adverse Effect" shall mean any material and adverse effect on (a)
the material assets, liabilities, financial condition, business or operations of
the Company from those  reflected in the Financial  Statements of the Company or
from the facts  represented or warranted in this  Agreement,  (b) the ability of
the Company to carry out in all material  respects its business  conducted as at
the  date of this  Agreement  or (c) the  ability  of the  Company  to meet  its
obligations  generally,  or the ability of the  Company to meet its  obligations
under this Agreement on a timely basis as provided herein.

     "Multi-employer  Plan" shall mean a Plan described in Section 4001(a)(3) of
ERISA which covers employees of the Company or any ERISA Affiliate.

     "Non-competition Agreement" shall mean the agreements between Mike and Dean
and the Purchaser, in the form of agreements attached hereto as Exhibits 1.02(a)
and 1.02(b).

     "Permitted  Liens" shall mean:  (a) Liens for taxes,  assessments  or other
governmental charges or levies not yet due or which (if foreclosure,  distraint,
sale or other  similar  proceedings  shall  not have been  initiated)  are being
contested in good faith by appropriate  proceedings  diligently  conducted,  and
such reserve as may be required by GAAP shall have been made therefor; (b) Liens
in connection with workers' compensation, unemployment insurance or other social
security (other than Liens created by Section 4068 of ERISA), old age pension or
public liability  obligations which are not yet due or which are being contested
in good faith by appropriate proceedings diligently conducted by or on behalf of
the  Company,  if such  reserve as may be  required by GAAP shall have been made
therefor,  provided  that  such  Liens  shall  not  extend to or cover any other
Property of the Company.

                                       4
                                    - 234 -
<PAGE>

     "Person"  shall  mean  an  individual,  corporation,   partnership,  trust,
unincorporated   organization  or  a  government  or  any  agency  or  political
subdivision thereof.

     "PBGC" shall mean the Pension  Benefit  Guaranty  Corporation or any entity
succeeding to any or all of its functions under ERISA.

     "Plan" shall mean any pension plan that is covered by Title IV of ERISA and
maintained  by the Company and any such plan to which the Company is required to
contribute.

     "Property"  shall  mean any  interest  in any kind of  property  or  asset,
whether real, personal or mixed, tangible or intangible.

     "Purchase  Price"  shall  mean the  aggregate  cash  payment  to Sellers of
$5,222,000.00.

     "Subsidiary"  means any corporation or limited  liability  company of which
more than fifty percent (50%) of the issued and  outstanding  securities  having
ordinary  voting power for the  election of  directors  is owned or  controlled,
directly or indirectly, by the Company or any Subsidiary.

     1.03 Accounting Principles 1.03 Accounting Principles . Where the character
or amount of any asset or  liability or item of income or expense is required to
be determined or any  consolidation or other accounting  computation is required
to be made for the purposes of this Agreement,  this shall be done in accordance
with GAAP.

     1.04  References  1.04  References . All  references  in this  Agreement to
Article and Section  numbers are to  Articles  and  Sections of this  Agreement,
unless   expressly   provided  to  the   contrary,   and  the  terms   "herein",
"hereinabove",  "hereinafter",  "hereinbelow"  and "hereunder" when used in this
Agreement  shall refer to this  Agreement  in its  entirety  and not only to the
Section of this Agreement in which such term appears.

              ARTICLE II.TERMS OF COMMON STOCK PURCHASEARTICLE II.
                         TERMS OF COMMON STOCK PURCHASE

     2.01  Purchase  and  Sale  of  Common  Stock.  Contemporaneously  with  the
execution of this  Agreement and subject to the terms and conditions and relying

                                       5
                                    - 235 -
<PAGE>

on the  representations  and warranties of the  Purchaser,  as to actions by the
Sellers,  and of the Sellers, as to actions by the Purchaser,  the Sellers shall
sell in the aggregate one thousand  (1,000) shares of the Common Stock,  and the
Purchaser shall purchase the Common Stock.

     2.02   Consideration   to   Sellers   2.02   Consideration   to  Sellers  .
Contemporaneously  with the execution of this  Agreement and the delivery of the
Common Stock,  but subject to the  provisions of this  Agreement,  the Purchaser
shall  deliver to the  Sellers the  Purchase  Price by  certified  check or wire
transfer as directed by the Sellers,  at a time and place mutually acceptable to
Sellers and Purchaser;  provided, however, such event shall not occur later than
October 31, 1998  ("Closing  Date").  Schedule 2.02 sets forth  instructions  to
Purchaser of the allocation of the Purchase Price between Sellers.

     2.03  Non-competition  Agreements.  Company  and Dean and Mike  shall  have
executed and  delivered  the  Noncompetition  Agreements,  effective the Closing
Date.

     2.04  Consulting  Arrangements.  Dean and Mike,  for one (1) year after the
Closing Date,  shall make  themselves  available  (provided  that they shall not
individually  be required to be available  for more than fifty (50) hours in any
week without their prior consent, and if their services are requested, a minimum
of five (5) hours shall be billed to Purchaser for services rendered during such
week to Purchaser and Company upon  reasonable  request,  to perform  consulting
services  at  the  rate  of  $100.00  per  hour  (including   travel  time  plus
out-of-pocket  expenses;  provided,  however,  Dean and Mike at no time  will be
entitled to any employee  benefits and shall  maintain the status of independent
contractors.  Dean and Mike shall  determine  their  schedules and the manner in
which such  services are  provided.  Dean and Mike may provide such  services by
telephone.  Unavailability  by reason of vacation  shall not constitute a breach
hereof.  For a period of thirty (30) days  following the Closing Date,  Dean and
Mike shall perform such  consulting  services  without  compensation  other than
reimbursement of reasonable documented out-of-pocket expenses.

                                  ARTICLE III.
                                   CONDITIONS

     The  indicated  obligations  of the  Purchaser  and the Sellers  under this
Agreement are subject to satisfaction of the following conditions precedent:

     3.01 Conditions to Execution by Purchaser.  The execution of this Agreement
by the  Purchaser  and the payment of the  Purchase  Price to the Sellers as set
forth in Section 2.02, is subject to  satisfaction  of the following  conditions
precedent:

          (a) Receipt of Certified Copy of Corporate Proceedings.  The Purchaser
     shall have  received (i)  certificates  from the  Secretary of State of the
     State of Illinois, dated reasonably near the date of this Agreement, to the
     effect  that the  Company  is in  existence  and is in good  standing  with
     respect  to the  payment  of all  franchise  taxes,  with its  articles  of
     incorporation attached thereto, and the Company's bylaws and all amendments
     thereto.

                                       6
                                    - 236 -
<PAGE>

          (b) Receipt of  Certificates  of Incumbency.  The Purchaser shall have
     received  from the  Company  a  certificate  of  incumbency  signed  by its
     respective  secretary or assistant secretary setting forth (i) the names of
     the officers of the Company, respectively, executing this Agreement and the
     Common  Stock,  (ii) the  office(s) to which such persons have been elected
     and in which they presently serve and (iii) an original specimen  signature
     of each such person.

          (c) Accuracy of Representations  and Warranties.  The  representations
     and  warranties  of the Company  contained  in Article IV shall be true and
     correct  in all  material  respects  on  the  date  of  execution  of  this
     Agreement.

          (d) Receipt of Opinion of Counsel.  The Purchaser  shall have received
     an opinion of counsel for the Sellers in the form and substance  acceptable
     to the Purchaser,  which opinion shall be  accompanied  by such  supporting
     documentation as the Purchaser or its counsel shall reasonably require, and
     addressing,  among  other  matters,  certain  of  the  representations  and
     warranties of the Company made herein.

          (e) Legal  Matters  Satisfactory  to Counsel to  Purchaser.  All legal
     matters  incident to the  execution of this  Agreement  shall be reasonably
     satisfactory  to the firm of  Henderson & Hammon,  L.L.P.,  counsel for the
     Purchaser.

          (f) No Material Adverse Effect.  No Material Adverse Effect shall have
     occurred  since the date of any financial and other  information  regarding
     the Company  submitted  to the  Purchaser  prior to the  execution  of this
     Agreement.

          (g) Receipt of Common Stock and Stock Purchase  Agreement.  Subject to
     the  provisions  of Section  2.02,  the  Purchaser  shall have received its
     Common  Stock and this  Agreement,  as  requested  by the  Purchaser,  duly
     executed by the Sellers.

          (h) Property of Company.  The Property of the Company  shall  include,
     but  not be  limited  to,  equipment,  appliances,  spare  parts,  accounts
     receivable,  works-in-progress,  owned and leased  real  estate,  leasehold
     improvements, fixtures, general intangibles,  intellectual property rights,
     contractual rights, licenses, permits, security deposits, prepaid expenses,
     cash portion of deferred  revenue,  accounting and personnel  records,  and
     catalogs and brochures.

                                       7
                                    - 237 -
<PAGE>

     3.02 Condition to Execution by Sellers.  The execution of this Agreement by
the  Sellers  and the  sale of the  common  stock to  Purchaser  is  subject  to
satisfaction of the condition  precedent that the representations and warranties
of the  Purchaser  contained  in  Article  IV shall be true and  correct  in all
material respects on the date of execution of this Agreement.

              ARTICLE IV.REPRESENTATIONS AND WARRANTIESARTICLE IV.
                         REPRESENTATIONS AND WARRANTIES

     4.01  Representations  and Warranties of Sellers 4.01  Representations  and
Warranties  of  Sellers . In order to induce  the  Purchaser  to enter into this
Agreement,  Dean  and  Mike  represent  and  warrant  to  the  Purchaser  (which
representations and warranties shall survive the delivery of the Common Stock as
provided herein) that:

          (a) Existence and Good Standing.  The Company is a  corporation,  duly
     organized, legally existing and in good standing in the State of Illinois.
--
          (b)  Authority.  The  execution  and  delivery  by the Sellers of this
     Agreement and the sale of the Common Stock as provided in this Agreement do
     not and will not (A)  require the consent of any  regulatory  authority  or
     governmental  body, (B) contravene or conflict with any material  provision
     of  applicable  law  or of the  charter  or  bylaws  of  the  Company,  (C)
     contravene  or conflict  with any material  indenture,  instrument or other
     agreement to which the Company or any Sellers is a party.

          (c)  Capitalization.  The  authorized  capital  stock  of the  Company
     consists of 10,000 shares of Common  Stock,  without par value of which one
     thousand (1,000) shares are issued and outstanding.  The outstanding shares
     of Common Stock have been duly authorized and validly issued, and are fully
     paid and  nonassessable  and have been issued in accordance with applicable
     securities laws. There are no outstanding options, warrants or other rights
     to purchase any of the Company's capital stock.

          Sellers have full legal right to sell,  assign and transfer the Common
     Stock to Purchaser and will, upon delivery of the Common Stock to Purchaser
     pursuant to the terms  thereof,  transfer to Purchaser good and valid title
     to the  Common  Stock  free and  clear of all  Liens,  security  interests,
     claims, charges,  encumbrances,  rights, options to purchase, voting trusts
     or other voting  agreement  (other than those voting  trusts or  agreements
     which may be  referred  to  herein),  calls and  commitments  of every kind
     affecting the Common Stock.

                                       8
                                    - 238 -
<PAGE>

          (d)  Valid  and  Binding  Obligations.  This  Agreement,  as and  when
     executed and delivered, constitutes legal, valid and binding obligations of
     the  Sellers  enforceable  against  the  Sellers in  accordance  with their
     respective  terms,  except as limited by bankruptcy,  insolvency or similar
     laws of general  application  relating  to the  enforcement  of  creditors'
     rights and as limited by general equitable principles.

          (e)  Scope  and  Accuracy  of  Financial  Statements.   The  Financial
     Statements on a consolidated  and  consolidating  basis, as of December 31,
     1996,  December 31, 1997 and June 30, 1998, are complete and correct in all
     material respects,  have been prepared in accordance with GAAP consistently
     applied (except with respect to the June 30, 1998 Financial  Statements for
     year-end  adjustments and with respect to all Financial  Statements for the
     absence of footnotes),  and fully and accurately  reflect  respectively the
     financial condition and the results of the operations of the Company in all
     material respects as of the dates and for the periods stated therein and no
     Material Adverse Effect has occurred since June 30, 1998.

          (f)  Liabilities,  Litigation  and  Restrictions.  The  Company has no
     liabilities,  direct or  contingent,  required by GAAP to be disclosed on a
     balance  sheet,  other than as disclosed in the Financial  Statements as of
     June 30, 1998, and other than  liabilities  incurred since June 30, 1998 in
     the  ordinary  course of  business.  Except as set forth in such  Financial
     Statements,  there is no litigation  or other action of any nature  pending
     before any court,  governmental  instrumentality,  regulatory  authority or
     arbitral  body or, to the knowledge of the Company,  threatened  against or
     affecting the Company  which might  reasonably be expected to result in any
     Material  Adverse  Effect.  No  unusual or unduly  burdensome  restriction,
     restraint or hazard  exists by contract,  law,  governmental  regulation or
     otherwise  relative to the  business  or  material  Property of the Company
     other  than such as relate  generally  to Persons  engaged in the  business
     activities conducted by the Company.

          (g) Rights in Properties. The Company has good and marketable title or
     valid leasehold interests in its Property, real and personal,  reflected in
     the Financial  Statements as of June 30, 1998, other than Property disposed
     of in the ordinary course of business.  None of the Property of the Company
     is subject to any Lien, except for Permitted Liens.

                                       9
                                    - 239 -
<PAGE>

          (h) Authorizations and Consents.  Except as expressly  contemplated by
     this Agreement, no authorization,  consent, approval, exemption, franchise,
     permit or license of, or filing with, any  governmental or public authority
     or any third party is required to  authorize  or is  otherwise  required in
     connection  with the valid  execution  and  delivery by the Sellers of this
     Agreement  and the sale of the  Common  Stock,  or the  performance  by the
     Sellers  of  its  obligations  under  any of the  foregoing,  except  those
     authorizations,  consents, approvals,  exemptions,  franchises, permits and
     licenses which if not obtained would not have a Material Adverse Effect.

          (i) Compliance with Laws, Rules,  Regulations and Orders.  Neither the
     business nor any of the  activities of the Company as presently  conducted,
     violates any law or any rule,  regulation  or  directive of any  applicable
     judicial,  administrative or other governmental  instrumentality the result
     of which  violation  would  have a Material  Adverse  Effect;  the  Company
     possesses  all  licenses,  approvals,  registrations,   permits  and  other
     authorizations  necessary  to enable it to carry on its  businesses  in all
     material respects as now conducted.

          (j) Proper Filing of Tax Returns and Payment of Taxes Due. The Company
     has duly and properly  filed or duly  extended all United States Income Tax
     returns and all other tax returns  which are required to be filed,  and has
     paid all taxes due pursuant to said  returns or pursuant to any  assessment
     received,  except such taxes,  if any, as are being contested in good faith
     and as to which adequate provisions and disclosures have been made; and the
     charges and  reserves on the books of the Company with respect to any taxes
     or other governmental charges through the date hereof are adequate.

          (k) ERISA. The Company does not presently nor has it ever established,
     maintained or contributed to a Plan or similar program covered by ERISA.

          (l)  Casualties  or Taking of  Property.  Neither  the Sellers nor the
     Company,  after due inquiry,  has any knowledge that, since the date of the
     Financial  Statements  of  the  Company  most  recently  delivered  to  the
     Purchaser,  the business of the Company or its Property has been materially
     and  adversely  affected  as a result of any fire,  explosion,  earthquake,
     flood,  drought,  windstorm,  accident,  strike or other labor disturbance,
     embargo,  requisition or taking of Property or  cancellation  of contracts,
     permits or concessions by any domestic or foreign  government or any agency
     thereof, riot, activities of armed forces or acts of God.

                                       10
                                    - 240 -
<PAGE>

          (m) No  Material  Misstatements.  No  information,  exhibit  or report
     prepared by the Company or at the direction or  supervision  of Sellers and
     furnished  to  the  Purchaser  in  connection   with  the  negotiation  and
     preparation of this  Agreement,  or to the knowledge of the Sellers,  after
     due  inquiry,  any  information,  exhibit or report  prepared  by any other
     Person  and  so  furnished  to  the   Purchaser,   contained  any  material
     misstatement of fact.

          (n) Location of Business and Offices.  The principal place of business
     and chief executive  office of the Company is located at 324 East Wisconsin
     Avenue, Milwaukee, Wisconsin 53202.

          (o) Subsidiaries. The Company has no Subsidiaries.


          (p) No  Registration  Required.  The sale and  delivery  of the Common
     Stock pursuant to this Agreement  does not require  registration  under the
     Securities Act of 1933, as amended,  nor under the  securities  acts of any
     state of the United States.

          (q)  Brokers.   The  Sellers  have  not  incurred  any  obligation  or
     liability,  contingent  or  otherwise,  for  brokers' or  finders'  fees in
     respect of the matters  provided  for in this  Agreement,  and, if any such
     obligation  or  liability  exists,  it shall  remain an  obligation  of the
     Sellers,  and the  Purchaser  shall have no  responsibility  therefor.  The
     Sellers shall indemnify and hold the Purchaser, and its Affiliates harmless
     from any  losses,  costs or damages  arising  from any such  obligation  or
     liability the Sellers have incurred.

          (r) Year 2000  Compliance.  The  occurrence  in or use by the computer
     software  internally  developed by the Company, as currently used, of dates
     on or after January 1, 2000 will not adversely  affect the  performance  of
     such computer  software with respect to date dependent data,  computations,
     output  or  other  functions,  except  where  such  affect  will not have a
     Material Adverse Effect. No representation is made,  however,  with respect
     to computer software developed by any third party or any computer hardware.

          (s) Cancellation  Penalties.  Except for those agreements described on
     Schedule 4.01(u), there exists no agreements with cancellation penalties of
     greater than $1,000.00,  and prior to Closing Date,  Company shall have not
     entered into new  agreements  with  cancellation  penalties of greater than
     $1,000.00.

                                       11
                                    - 241 -
<PAGE>

          (t) Distributions to Sellers.  As of the Closing Date, the Company has
     cash in an amount not less than the deferred revenues of the Company.

     4.02  Representations and Warranties of Purchaser 4.02  Representations and
Warranties  of  Purchaser . To induce the Sellers to enter into this  Agreement,
the Purchaser represents and warrants to the Sellers (which  representations and
warranties  shall  survive the delivery of the Common Stock as provided  herein)
that:

          (a) Status and Intent.  The  Purchaser is  acquiring  the Common Stock
     solely for its own beneficial  account,  for investment  purposes,  and not
     with a view to, or for resale in connection  with,  any  distribution.  The
     Purchaser represents that it understands that the Common Stock has not been
     registered  under the  Securities  Act of 1933,  as  amended,  or any state
     securities  laws by  reason of  specific  exemptions  under the  provisions
     thereof which depend in part upon the investment  intent of such Purchaser.
     The   Purchaser   understands   that  the  Sellers  are  relying  upon  the
     representations   and  warranties  of  such  Purchaser  contained  in  this
     Agreement (and any supplemental information) for the purpose of determining
     whether this transaction meets the requirements for such exemptions.

          (b) Existence and Good Standing. The Purchaser is a corporation,  duly
     organized,  legally  existing  and in good  standing  under the laws of the
     State of Delaware and is duly  qualified  and in good standing as a foreign
     corporation in all jurisdictions wherein the Property owned or the business
     transacted by it makes such qualification necessary.

          (c)  Authority.  The  execution  and delivery by the Purchaser of this
     Agreement  (i) is  within  the power of the  Purchaser;  (ii) has been duly
     authorized by all necessary  action on behalf of the  Purchaser,  and (iii)
     does not and will not (A) require the consent of any  regulatory  authority
     or governmental  body, (B) contravene or conflict with any provision of law
     or of the  charter  or  by-laws  of the  Purchaser,  or (C)  contravene  or
     conflict with any  indenture,  instrument  or other  agreement to which the
     Purchaser is a party.

          (d) Valid and Binding Obligations. This Agreement constitutes a legal,
     valid and  binding  obligation  of the  Purchaser  enforceable  against the
     Purchaser in accordance  with its terms,  except as limited by  bankruptcy,
     insolvency  or  similar  laws  of  general  application   relating  to  the
     enforcement  of  creditors'  rights and as  limited  by  general  equitable
     principles.

                                       12
                                    - 242 -
<PAGE>

          (e) Authorizations and Consents.  Except as expressly  contemplated by
     this Agreement, no authorization,  consent, approval, exemption, franchise,
     permit or license of, or filing with, any  governmental or public authority
     or any third party is required to  authorize  or is  otherwise  required in
     connection  with the valid  execution and delivery by the Purchaser of this
     Agreement and the purchase of the Common Stock,  or the  performance by the
     Purchaser  of its  obligations  under any of the  foregoing,  except  those
     authorizations,  consents, approvals,  exemptions,  franchises, permits and
     licenses which if not obtained would not have a Material Adverse Effect.

          (f) Brokers.  Purchaser has not incurred any  obligation or liability,
     contingent  or  otherwise,  for brokers' or finders' fees in respect of the
     matters  provided for in this  Agreement,  and, if any such  obligation  or
     liability exists,  it shall remain an obligation of the Purchaser,  and the
     Sellers  shall  have  no  responsibility   therefor.  The  Purchaser  shall
     indemnify  and  hold  the  Seller , and its  Affiliates  harmless  from any
     losses,  costs or damages arising from any such obligation or liability the
     Sellers have incurred.

                            ARTICLE V.INDEMNIFICATION

     5.01  Indemnification  by  Sellers.  Sellers  shall  bear and pay all taxes
attributable  to the  sale of the  Common  Stock  and  Sellers'  receipt  of the
Purchase  Price,  and Dean and Mike shall assume and indemnify and hold harmless
Purchaser  and its  Affiliates,  successors  and  assigns  from and  against any
claims,  demands,  losses, damages, or expenses (including reasonable attorney's
fees and expenses) which are caused by or arise out of (a) any breach or default
in the  performance  by Sellers or Company of any material  covenant or material
agreement of Sellers or Company contained in this Agreement, (b) any breach of a
material warranty or any inaccurate or erroneous material representation made by
Sellers herein, in any exhibit hereto,  or in any other instrument  delivered by
or on behalf of Sellers or Company pursuant hereto,  or (c) any and all actions,
suits,  proceedings,  claims,  demands,  and  judgments  incident  to any of the
foregoing.  Dean and Mike shall further  indemnify  and hold harmless  Purchaser
from and against any claims,  demands,  losses,  damages, or expenses (including
reasonable  attorney's  fees and  expenses)  which are caused by or arise out of
other events or  circumstances  that occur prior to the Closing Date and are not
disclosed in this Agreement  relating to gross negligence or willful  misconduct
of Sellers.  If any third person shall assert a claim against Purchaser that, if
successful,  might  result in a breach or default by Sellers of this  Agreement,
Purchaser  shall give Sellers prompt written notice  thereof,  and Sellers shall
have the right to participate in the defense thereof and be represented,  at its
expense,  by counsel to be selected by it. No such claim, demand or other matter

                                       13
                                    - 243 -
<PAGE>

shall be compromised or settled by Purchaser or Sellers in any manner that might
adversely  affect the  interests  of the other party  without the prior  written
consent of such other  party.  Except as  otherwise  provided  hereinafter,  any
claims in respect  of which  indemnification  is sought  must be made in writing
prior to the  expiration  of twelve (12) months after the Closing  Date.  Claims
pursuant to Paragraph 4.01(j) above must be made within the applicable  federal,
state or local tax statutory limitations period plus thirty (30) days, including
authorized extensions thereof.


     5.02 Time for  Assertion  5.02  Time for  Assertion  . Except as  otherwise
provided hereinafter, any claim in respect of which indemnification hereunder is
sought  must be made in writing  prior to the  expiration  of twelve (12) months
after the Closing Date.  Claims  pursuant to Section 4.01(j) must be made within
the applicable  federal,  state, or local tax statutory  limitation  period plus
thirty (30) days, including authorized extensions thereof.

     5.03  Indemnification  by  Purchaser  5.03  Indemnification  by Purchaser .
Purchaser shall indemnify and hold harmless  Sellers and their  respective heirs
and assigns from and against any claims,  demands,  losses, damages, or expenses
(including  reasonable attorney's fees and expenses) caused by or arising out of
(a) any  breach or default  in the  performance  by  Purchaser  of any  material
covenant or material agreement of Purchaser  contained in this Agreement,(b) any
breach  of  a  material   warranty  or  an  inaccurate  or  erroneous   material
representation made by Purchaser herein or in any other instrument  delivered by
or on behalf of Purchaser  pursuant hereto,  or (c) any and all actions,  suits,
proceedings,  claims, demands, or judgments incident to any of the foregoing. If
any third party shall assert a claim against Sellers that, if successful,  might
result in a breach or default by Purchaser of this Agreement, Sellers shall give
Purchaser  prompt written notice thereof,  and Purchaser shall have the right to
participate in the defense thereof and to be represented, at the sole expense of
Purchaser,  by counsel to be  selected by it. No such  claim,  demand,  or other
matter  shall be  compromised  or settled by Sellers or  Purchaser in any manner
that might  adversely  affect the interests of the other party without the prior
written consent of such other party.  Except as otherwise provided  hereinafter,
any claim in respect of which  indemnification  hereunder is sought must be made
in writing prior to the expiration of twelve (12) months after the Closing Date.

     5.04 Contribution in Lieu of  Indemnification  5.04 Contribution in Lieu of
Indemnification . If the indemnification  provided for in this Article V is held
by a court of competent  jurisdiction  to be unavailable to Purchaser or Sellers
("Indemnified  Party") with respect to any loss,  liability,  claim,  damage, or
expense  referred  to  therein,   then  the  Indemnifying   Party,  in  lieu  of
indemnifying such Indemnified  Party thereunder,  shall contribute to the amount
paid or payable by such Indemnified  Party as a result of such loss,  liability,
claim,  damage,  or expense in such  proportion as is appropriate to reflect the
relative  fault of the  Indemnifying  Party on the one hand and the  Indemnified
Party on the other in connection with the statements or omissions which resulted
in such loss, liability, claim, damage, or expense as well as any other relevant
equitable  considerations.  The relative fault of the Indemnifying  Party and of
the  Indemnified  Party shall be determined by reference to, among other things,

                                       14
                                    - 244 -
<PAGE>

whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission  to state a  material  fact  related  to  information  supplied  by the
Indemnifying Party or by the Indemnified Party and the parties' relative intent,
knowledge,  access to  information,  and  opportunity to correct or prevent such
statement or omission.

     5.05  Indemnification  Limitation.  Dean and  Mike,  on the one  hand,  and
Purchaser,  on the other hand,  shall be required to indemnify the Purchaser and
Sellers, respectively, under this Article V only to the extent and by the amount
that the  aggregate  amount of claims,  demands,  losses,  damages and  expenses
exceeds  $150,000.00  and the  aggregate  liability of Dean and Mike, on the one
hand,  and the  Purchaser,  on the other  hand,  under this  Article V shall not
exceed $1,000,000.  The amount for which  indemnification is provided under this
Article  V,  shall  be  net of  all  amounts  recovered  or  recoverable  by the
indemnified party under insurance policies and shall be adjusted to take account
of any tax cost or benefit realized by the indemnified  party as a result of the
incurrence or payment of any such claim, demand, loss, damage or expense.

     5.06 Preparation of Tax Returns; Cooperation on Tax Matters.

     (a) Tax periods  ending on or Before the Closing  Date.  Sellers,  at their
cost,  shall  prepare or cause to be prepared  and file or cause to be filed all
tax returns for the Company for all tax periods  ending on or before the Closing
Date which are filed after the Closing Date.

     (b) Tax Periods  Ending  After the Closing  Date.  Purchaser,  at its cost,
shall  prepare  or cause to be  prepared  and file or cause to be filed  all tax
returns for the Company for all tax periods ending after the Closing Date.

     (c) Cooperation.  Sellers,  Purchaser and the Company shall cooperate fully
in connection with the  preparation  and filing of tax returns  pursuant to this
section and any audit, litigation or other proceeding with respect to any taxes.
Such  cooperation  shall  include  the  retention  and (upon  the other  party's
request)  provision of records which are reasonably  relevant to the preparation
of such returns and any such audit, litigation or other proceeding.

     (d) Section 1377 Election. Within the time period permitted under the Code,
the parties  hereto  shall cause the Company to elect under  Section 1377 of the
Code to have the rules  provided in Section  1377 of the Code  applied as if the
taxable year of the Company  consisted of two taxable years,  the first of which
shall  terminate as of the closing date, and to file all necessary  documents to
make such election with the Internal Revenue Service.

     (e) Section 338(h)(10) Election. Sellers and Purchaser hereby agree:

                                       15
                                    - 245 -
<PAGE>

          (i) at  Purchaser's  election,  made within the period allowed by law,
     Sellers and Purchaser  shall cause (and shall cause the company) to join in
     an election under Section  338(h)(10) and Section 338(g) of the Code and in
     all comparable elections and in state and local tax laws so applicable (the
     "Election");

          (ii)  Purchaser and Sellers agree to allocate the Purchase Price among
     assets in accordance with applicable  Treasury  Regulations as set forth on
     Exhibit 5.06(e)(i) (the "Price Allocation");

          (iii)  Purchaser  and  Sellers  agree to  follow  the  value and Price
     Allocation above, for purposes of all federal, and where applicable,  state
     and local  income tax returns to the extent said  values are  relevant  for
     such purpose; and

          (iv) after Closing,  neither  Purchaser,  Sellers,  Company nor any of
     their  respective  Affiliates  shall  take any  action  or fail to take any
     action  where such act or failure to act would result in or have the effect
     of defeating the Election.

                         ARTICLE VI.MISCELLANEOUSARTICLE

     6.01 Other Health Insurance  Coverage Matters.  Following the Closing Date,
the  Purchaser  shall cause the  Company to provide  "single"  health  insurance
coverage to all  full-time  employees of the Company as of the Closing Date at a
cost to such  employee no greater than the cost to such  employee of health care
coverage immediately prior to the closing.  Furthermore,  to the extent possible
and within the sole discretion of the Company,  such coverage shall provide that
all pre-existing conditions and waiting periods shall be waived.

     6.02 Other  Negotiations.  Sellers agree,  until the earlier of the Closing
Date or Purchaser's  indication that it no longer desires to pursue the purchase
of the  Stock,  not in any  way  solicit  or  contact,  or hold  discussions  or
negotiations   with,  any  one  other  than  the  Purchaser  or  its  authorized
representatives concerning the sale of the Stock.

     6.03 Company Employees.  After the Closing, Purchaser may employ or attempt
to employ any employee involved in the Company's business.

     6.04  Reasonable  Inspection and  Confidentiality.  Sellers hereby agree to
permit  Purchaser and its  representatives  to make such  investigations  of the
books,  records and operations of the Company's  business as Purchaser  believes
necessary  or advisable in  connection  with the purchase of the Stock.  Sellers
hereby agree to permit the Purchaser and its representatives to have full access
to the  assets  and all the books and  records of the  Company's  business,  and

                                       16
                                    - 246 -
<PAGE>

Purchaser  shall have the right to make copies  thereof and excerpts  therefrom.
Sellers shall furnish to Purchaser  such  financial and operating data and other
information  with respect to the Company's  business as Purchaser may reasonably
request.  Purchaser and its representatives shall have the right to consult with
the  officers,  employees,  attorneys,  accountants  and  agents of  Sellers  in
connection with the foregoing. Purchaser hereby agrees that, if the transactions
contemplated  hereby are not consummated for any reason,  it (a) will return all
documents  delivered to it by Sellers and all copies made by it and (b) will not
use for its own benefit or disclose to third parties any information  other than
information  which at the time of  disclosure  is in the public  domain not as a
result of acts by Purchaser.

     6.05 Publicity.  Sellers and Purchaser each agree that no public statements
will be made with respect to the  transactions  contemplated  hereby  unless the
other party  hereto has  consented  to such  disclosure,  such consent not to be
unreasonably withheld.

     6.06 Expenses.  All fees,  expenses and costs  incurred in connection  with
this  Agreement and the  transactions  contemplated  hereby shall be paid by the
party incurring such fees, expenses and costs;  provided,  however,  that if the
Company or Sellers  incur any fees,  expenses or costs as a result of  complying
with a request of  Purchaser  or in  connection  with the  investigation  of the
business and  operations  of the Company by Purchaser,  such fees,  expenses and
costs shall be paid by Purchaser upon presentation of an invoice therefor.

     6.07 Survival of Representations, Warranties and Covenants 6.07 Survival of
Representations,  Warranties and Covenants . All  representations and warranties
of the Sellers and the Purchaser  shall  survive this  Agreement for a period of
twelve (12) months and all  covenants and  agreements  herein made shall survive
this Agreement and the sale of the Common Stock in accordance with their terms.

     6.08 Notices and Other Communications 6.08 Notices and Other Communications
 . Notices,  requests and communications  hereunder shall be in writing and shall
be  sufficient  in all respects if delivered to the relevant  address  indicated
below (including  delivery by registered or certified United States mail, telex,
telegram, expedited courier service or hand):


                  (a) If to Purchaser:

                           DTN ACQUISITION, INC.
                           9110 West Dodge Road
                           Omaha, NE  68114
                           Attention:     Charles R. Wood, Senior Vice President

                                       17
                                    - 247 -
<PAGE>

                  (b) If to Sellers:

                           Dean  Loew                     Michael Protofanousis
                           10509 50th Ave.                405 Warren
                           Pleasant Prairie, WI  53158    Glenview, IL  60025


         Any party may, by proper written notice hereunder to the other,  change
the  individuals  or addresses to which such notices to it shall  thereafter  be
sent.

     6.09  Parties in  Interest  6.09  Parties in Interest . All  covenants  and
agreements  herein  contained by or on behalf of the Sellers and Purchaser shall
be binding upon the Sellers and Purchaser,  their respective  heirs,  successors
and assigns and inure to the benefit of Sellers and Purchaser,  their respective
heirs, successors and assigns.

     6.10 No Waiver  6.10 No Waiver . No course of dealing on the part of either
party , its officers or employees, nor any failure or delay by either party with
respect to  exercising  any of their  rights,  powers or  privileges  under this
Agreement,  the  Common  Stock or any  other  instrument  referred  to herein or
executed in connection  with the Common Stock shall operate as a waiver thereof.
The rights and remedies of the parties under this Agreement and the Common Stock
or any other  instrument  referred to herein or executed in connection  with the
Common Stock shall be  cumulative  and the  exercise or partial  exercise of any
such right or remedy  shall not  preclude  the  exercise  of any other  right or
remedy.

     6.11 GOVERNING LAW 6.11  GOVERNING LAW . THIS AGREEMENT  SHALL BE DEEMED TO
BE CONTRACTS  MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE  WITH AND GOVERNED
BY THE SUBSTANTIVE LAWS OF THE STATE OF NEBRASKA  NOTWITHSTANDING  THE CHOICE OF
LAW PROVISIONS THEREOF.

     6.12  Incorporation  of  Exhibits  6.12  Incorporation  of  Exhibits  . The
Exhibits attached to this Agreement are incorporated herein for all purposes and
shall be considered a part of this Agreement.

     6.13 Survival Upon  Unenforceability  6.13 Survival Upon Unenforceability .
In the event any one or more of the provisions contained in this Agreement,  the
Common  Stock or in any other  instrument  referred  to herein  or  executed  in
connection with the Common Stock shall,  for any reason,  be held to be invalid,
illegal  or  unenforceable  in  any  respect,  such  invalidity,  illegality  or
unenforceability shall not affect any other provision hereof or any provision of
any other instrument referred to herein or executed in connection herewith.

     6.14 Rights of Third Parties 6.14 Rights of Third Parties . All  provisions
herein are imposed solely and  exclusively  for the benefit of the Purchaser and
the Sellers and no other Person shall have standing to require  satisfaction  of
such provisions in accordance with their terms.

     6.15 Amendments or Modifications 6.15 Amendments or Modifications . Neither
this Agreement nor any provision  hereof may be changed,  waived,  discharged or

                                       18
                                    - 248 -
<PAGE>

terminated orally. This Agreement may be amended, and the observance of any term
of this Agreement may be waived, with (and only with) the written consent of the
Sellers and the Purchaser.

     6.16 Agreement as Entirety. This Agreement,  for convenience only, has been
divided into Articles and Sections and it is understood that the rights, powers,
privileges,  duties and other legal  relations  of the parties  hereto  shall be
determined  from  this  instrument  as an  entirety  and  without  regard to the
aforesaid  division  into  Articles and Sections and without  regard to headings
prefixed to said Articles or Sections.

     6.17  Number and Gender  6.17  Number and  Gender .  Whenever  the  context
requires,  reference  herein made to the single  number shall be  understood  to
include the plural and likewise the plural  shall be  understood  to include the
singular.  Words  denoting  sex shall be  construed  to include  the  masculine,
feminine,  and neuter,  when such  construction  is  appropriate,  and  specific
enumeration shall not exclude the general, but shall be construed as cumulative.

     6.18 Entire Agreement 6.18 Entire  Agreement . This Agreement  contains the
entire agreement  between the parties relating to the transactions  contemplated
hereby. All prior or contemporaneous understandings, representations, statements
and  agreements,  whether  written or oral,  are merged herein and superseded by
this  Agreement.  THIS WRITTEN  AGREEMENT  AND THE OTHER  TRANSACTION  DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     6.19 Controlling  Provision Upon Conflict 6.19  Controlling  Provision Upon
Conflict . In the event of a conflict  between the  provisions of this Agreement
or any other  instrument  referred to herein or executed in connection  with the
issuance of the Common Stock, the provisions of this Agreement shall control.

     IN WITNESS  WHEREOF,  this Stock  Purchase  Agreement is executed as of the
date first above written.



                                    SELLERS:




                                   /s/ DEAN LOEW
                                   -------------------------
                                   Dean Loew


                                       19
                                    - 249 -
<PAGE>


                                   /s/ MICHAEL PROTOFANOUSIS
                                   -------------------------------
                                   Michael Protofanousis



                                   /s/ SAM PROTOFANOUSIS
                                   -------------------------------
                                   Sam Protofanousis



                                   /s/ ROBERT RAWLINS
                                   -------------------------------
                                   Robert Rawlins

                                       20
                                    - 250 -
<PAGE>



 


                                    /s/ RAY VOGEL
                                    ------------------------------
                                    Ray Vogel



                                    /s/ MICHAEL PAOLELLA
                                    -------------------------------
                                    Michael Paolella



                                    /s/ ROBERT PAOLELLA
                                    ------------------------------
                                    Robert Paolella



PURCHASER:


                                       21
                                    - 251 -
<PAGE>



                                     DTN ACQUISITION, INC.

                                     By: /s/Charles R. Wood
                                         --------------------------
                                         Charles R. Wood, President



                                       22
                                    - 252 -
<PAGE>





                            Schedule & Exhibit Index


                                       23
                                    - 253 -
<PAGE>




Schedule 2.02    Instructions to Purchaser for Allocation of the Purchase Price

Schedule 4.01(u) Contracts Which May Exceed $1,000.00 Cancellation Penalties

Exhibit 1.02(a)  Noncompetition Agreement - Michael Protofanousis

Exhibit 1.02(b)  Noncompetition Agreement - Dean Loew

Exhibit 5.06(e)(i)     Price Allocation




                                       24
                                    - 254 -
<PAGE>








                                  Schedule 2.02

                                       25
                                    - 255 -
<PAGE>




                                  Schedule 2.02


Instructions to Purchaser for Allocation of the Purchase Price


47 1/2 % of Purchase Price to Dean Loew              by wire transfer
                                                     instructions

47 1/2 % of Purchase Price to Michael Protofanousis  by wire transfer
                                                     instructions

1% of Purchase Price to Sam Protofanousis            by certified check
1% of Purchase Price to Robert Rawlins               by certified check
1% of Purchase Price to Ray Vogel                    by certified check
1% of Purchase Price to Michael Paolella             by certified check
1% of Purchase Price to Robert Paolella              by certified check



                                       26
                                    - 256 -
<PAGE>








                                Schedule 4.01(u)

                                       27
                                    - 257 -
<PAGE>



                                Schedule 4.01(u)

Contracts which may exceed $1,000 cancellation penalties:

Standard & Poors Comstock, Inc. (stock market data provider)
Bridge Information Systems, Inc. (stock market data provider)
Alpha dot Net, Inc. (internet service provider)
TCG, Inc. (leased T1 data line provider)

                                       28
                                    - 258 -
<PAGE>








                                 Exhibit 1.02(a)



                                       29
                                    - 259 -
<PAGE>


                            NON-COMPETITION AGREEMENT

     THIS  AGREEMENT  is made and  entered  into as of the 14th day of  October,
1998, by and between DTN ACQUISITION,  INC., a Nebraska corporation,  having its
principal office in Omaha, Nebraska ("Company"),  and MICHAEL PROTOFANOUSIS,  an
individual residing at 405 Warren, Glenview, Illinois 60025 ("Protofanousis").

                                   WITNESSETH
     WHEREAS,  Protofanousis  has heretofore been a shareholder and served as an
officer and director of PARAGON SOFTWARE, INC. ("Paragon"); and

     WHEREAS,  the Company,  by Stock Purchase  Agreement of even date herewith,
has acquired all of Protofanousis's common stock ("Common Stock") in Paragon for
cash; and

     WHEREAS,  Protofanousis  acknowledges  that he possesses certain unique and
special knowledge of the business and assets of Paragon; and

     WHEREAS, Company desires to protect the business and assets of Paragon; and

     WHEREAS,  Protofanousis  acknowledges that as part of the consideration for
Company acquiring the Common Stock from Protofanousis,  Protofanousis has agreed
to certain covenants of nondisclosure and non-competition.

     NOW,  THEREFORE,  in  consideration  of the premises,  mutual covenants and
payments  herein  contained,  the  Company  and  Protofanousis  hereby  agree as
follows:
         
     1. Recitals Part of  Agreement.  The foregoing  recitals are made a part of
this Agreement.

                                       30
                                    - 260 -
<PAGE>

     2. Term of Agreement.  Company and Protofanousis  agree that this Agreement
shall be beginning on the date above given (the "Effective Date") and end on the
third anniversary thereof unless sooner terminated as hereinafter  provided (the
"Noncompete Period").
         
     3.   Non-Competition.   Protofanousis  agrees  as  follows:   Protofanousis
acknowledges  that he possesses  special knowledge of Paragon and may during the
Noncompete  Period  receive  special  knowledge  of the  Company.  Protofanousis
acknowledges that included in the special knowledge received is the confidential
information identified in Section 4 below.  Protofanousis acknowledges that this
confidential  information is valuable to Company and Paragon and, therefore, its
protection and maintenance  constitutes a legitimate interest to be protected by
Company by this covenant not to compete.  Protofanousis  further  represents and
acknowledges  that due to the nature of the  business  of Company  and  Paragon,
Protofanousis  is able to compete  with the Company and Paragon  anywhere in the
world.  Therefore,  Protofanousis  agrees  that  during the  Noncompete  Period,
Protofanousis will not, directly or indirectly either as an employee,  employer,
consultant,  agent, principal, partner, stockholder (other than in investment in
a public company of no greater than five percent (5%) of its outstanding stock),
corporate  officer,  director,  or in any  other  individual  or  representative
capacity,  engage or participate in any business that is in competition with the
business of Paragon as presently conducted anywhere in the world.
         
     4. Nondisclosure.  Protofanousis agrees during the Noncompete Period to not
disclose to any person or entity  copies,  pictures,  duplicates,  facsimiles or
other  reproductions or recordings of any abstracts or summaries of any reports,
studies,   memoranda,   correspondence,   records,   methods,  plans,  catalogs,
brochures,   trade  secrets,  customer  lists,  customer  data  bases,  patents,
application for patents, trademarks, inventions, engineering drawings, licenses,
copyrights  and  other  intellectual  property  or other  written,  printed,  or
otherwise  recorded  materials  of  any  kind  whatever  belonging  to or in the
possession of Company or Paragon or of any subsidiary or affiliate of Company or

                                       31
                                    - 261 -
<PAGE>

Paragon.  Protofanousis  shall have no right,  title,  or  interest  in any such
material.  Protofanousis  agrees  that he will not,  without  the prior  written
consent of Company,  remove any such material from any premises of Company or of
any  subsidiary or affiliate of Company at any time (if given access to or comes
into  possession  of any such  material),  and that he will  surrender  all such
material to Company  immediately  upon the request of  Company.  This  paragraph
shall not apply to information  which (i) is or becomes  generally  available to
the public or (ii) becomes  available  to  Protofanousis  on a  non-confidential
basis from a source other than Company.
        
     5. Consideration. In consideration for the agreements made by Protofanousis
herein,  the Company shall pay  Protofanousis  a total of  $250,000.00 in twelve
(12)  quarterly  installments  of $20,833.34  each,  the first such  installment
commencing  on the first day of the month  following  ninety  (90) days from the
Effective Date.

     6. Death of Protofanousis.  In the event that Protofanousis dies during the
Noncompete Period, compensation due hereunder shall be paid to his estate in the
manner set forth in Paragraph 5 above.

     7. Notices.  Any notice required or permitted hereunder shall be sufficient
if in writing and if sent by certified  mail,  postage  prepaid,  return receipt
requested,  to the addresses set forth on the execution page hereof,  or to such
other address as may be designated by written notice  similarly  given by either
party to the other.

     8. Assignment. This Agreement may not be assigned by Protofanousis.

     9. Amendments.  This Agreement may only be amended by a written  instrument
captioned on its face as an "Amendment"  hereto and duly executed by the Company
and Protofanousis.

     10.  APPLICABLE  LAW. THIS AGREEMENT AND THE RIGHTS AND  OBLIGATIONS OF THE
PARTIES  HEREUNDER  SHALL BE GOVERNED BY AND  CONSTRUED IN  ACCORDANCE  WITH THE
SUBSTANTIVE  LAWS OF THE STATE OF  NEBRASKA  NOTWITHSTANDING  THE  CHOICE OF LAW
PROVISIONS THEREOF.

                                       32
                                    - 262 -
<PAGE>

     11. Binding  Effect.  This  Agreement  shall inure to the benefit of and be
enforceable   against  the  Company  and   Protofanousis  and  their  respective
successors, heirs and permitted assigns.

     12. Entire Agreement.  This Agreement contains the entire agreement between
the  parties  relating to the  transactions  contemplated  hereby.  All prior or
contemporaneous  understandings,  representations,  statements  and  agreements,
whether  written or oral,  are merged herein and  superseded by this  agreement.
THIS WRITTEN AGREEMENT AND THE OTHER TRANSACTION  DOCUMENTS  REPRESENT THE FINAL
AGREEMENT  BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS  OR  SUBSEQUENT  ORAL  AGREEMENTS  OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     13. Controlling Provision Upon Conflict. In the event of a conflict between
the provisions of this Agreement or any other  instrument  referred to herein or
executed in  connection  with the  purchase  and sale of the Common  Stock,  the
provisions of this Agreement shall control.


                                       33
                                    - 263 -
<PAGE>



     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer, and Protofanousis has executed this Agreement as of
the 14th day of October, 1998.
                                    
                                        COMPANY:
                                        DTN ACQUISITION, INC.

                                        By:/s/ Charles R. Wood
                                        ----------------------------
                                          Charles R. Wood
                                          Senior Vice President

                                        Address for Notices:
                                        9110 West Dodge Road
                                        Omaha, NE  68114




                                        PROTOFANOUSIS:

                                        /s/ Michael Protofanousis
                                        ----------------------------
                                        Michael Protofanousis

                                        Address for Notices:
                                        405 Warren
                                        Glenview, Illinois 60025



                                       34
                                    - 264 -
<PAGE>







                                 Exhibit 1.02(b)

                                       35
                                    - 265 -
<PAGE>



                            NON-COMPETITION AGREEMENT

     THIS AGREEMENT is made and entered into as of the14th day of October, 1998,
by and  between  DTN  ACQUISITION,  INC.,  a  Nebraska  corporation,  having its
principal office in Omaha,  Nebraska  ("Company"),  and DEAN LOEW, an individual
residing at 10509 50th Avenue, Pleasant Prairie, Wisconsin 53158 ("Loew").

                                   WITNESSETH
     WHEREAS,  Loew has heretofore  been a shareholder  and served as an officer
and director of PARAGON SOFTWARE, INC. ("Paragon"); and
         
     WHEREAS,  the Company,  by Stock Purchase  Agreement of even date herewith,
has acquired all of Loew's  common stock  ("Common  Stock") in Paragon for cash;
and

     WHEREAS,  Loew  acknowledges  that he possesses  certain unique and special
knowledge of the business and assets of Paragon; and

     WHEREAS, Company desires to protect the business and assets of Paragon; and

     WHEREAS,  Loew  acknowledges  that as part of the consideration for Company
acquiring  the Common Stock from Loew,  Loew has agreed to certain  covenants of
nondisclosure and non-competition.

     NOW,  THEREFORE,  in  consideration  of the premises,  mutual covenants and
payments herein contained, the Company and Loew hereby agree as follows:

     1. Recitals Part of  Agreement.  The foregoing  recitals are made a part of
this Agreement.

     2. Term of Agreement.  Company and Loew agree that this Agreement  shall be
beginning  on the date above given (the  "Effective  Date") and end on the third

                                       36
                                    - 266 -
<PAGE>

anniversary  thereof  unless  sooner  terminated  as  hereinafter  provided (the
"Noncompete Period").

     3.  Non-Competition.  Loew agrees as  follows:  Loew  acknowledges  that he
possesses  special  knowledge  of Paragon and may during the  Noncompete  Period
receive special knowledge of the Company. Loew acknowledges that included in the
special knowledge received is the confidential information identified in Section
4 below. Loew  acknowledges  that this  confidential  information is valuable to
Company and Paragon and, therefore, its protection and maintenance constitutes a
legitimate  interest to be protected by Company by this covenant not to compete.
Loew further  represents and acknowledges that due to the nature of the business
of Company  and  Paragon,  Loew is able to compete  with the Company and Paragon
anywhere in the world. Therefore, Loew agrees that during the Noncompete Period,
Loew  will  not,  directly  or  indirectly  either  as  an  employee,  employer,
consultant,  agent, principal, partner, stockholder (other than in investment in
a public company of no greater than five percent (5%) of its outstanding stock),
corporate  officer,  director,  or in any  other  individual  or  representative
capacity,  engage or participate in any business that is in competition with the
business of Paragon as presently conducted anywhere in the world.
       
     4. Nondisclosure.  Loew agrees during the Noncompete Period to not disclose
to any  person or  entity  copies,  pictures,  duplicates,  facsimiles  or other
reproductions  or  recordings  of any  abstracts  or  summaries  of any reports,
studies,   memoranda,   correspondence,   records,   methods,  plans,  catalogs,
brochures,   trade  secrets,  customer  lists,  customer  data  bases,  patents,
application for patents, trademarks, inventions, engineering drawings, licenses,
copyrights  and  other  intellectual  property  or other  written,  printed,  or
otherwise  recorded  materials  of  any  kind  whatever  belonging  to or in the
possession of Company or Paragon or of any subsidiary or affiliate of Company or
Paragon. Loew shall have no right, title, or interest in any such material. Loew
agrees that he will not,  without the prior written  consent of Company,  remove

                                       37
                                    - 267 -
<PAGE>

any such material from any premises of Company or of any subsidiary or affiliate
of Company at any time (if given access to or comes into  possession of any such
material),  and that he will surrender all such material to Company  immediately
upon the request of Company. This paragraph shall not apply to information which
(i) is or becomes generally available to the public or (ii) becomes available to
Loew on a non-confidential basis from a source other than Company.

     5. Consideration.  In consideration for the agreements made by Loew herein,
the  Company  shall pay Loew a total of  $250,000.00  in twelve  (12)  quarterly
installments of $20,833.34  each, the first such  installment  commencing on the
first day of the month following ninety (90) days from the Effective Date.

     6. Death of Loew. In the event that Loew dies during the Noncompete Period,
compensation  due hereunder  shall be paid to his estate in the manner set forth
in Paragraph 5 above.

     7. Notices.  Any notice required or permitted hereunder shall be sufficient
if in writing and if sent by certified  mail,  postage  prepaid,  return receipt
requested,  to the addresses set forth on the execution page hereof,  or to such
other address as may be designated by written notice  similarly  given by either
party to the other.

     8. Assignment. This Agreement may not be assigned by Loew.

     9. Amendments.  This Agreement may only be amended by a written  instrument
captioned on its face as an "Amendment"  hereto and duly executed by the Company
and Loew.
     
     10.  APPLICABLE  LAW. THIS AGREEMENT AND THE RIGHTS AND  OBLIGATIONS OF THE
PARTIES  HEREUNDER  SHALL BE GOVERNED BY AND  CONSTRUED IN  ACCORDANCE  WITH THE
SUBSTANTIVE  LAWS OF THE STATE OF  NEBRASKA  NOTWITHSTANDING  THE  CHOICE OF LAW
PROVISIONS THEREOF.

                                       38
                                    - 268 -
<PAGE>

     11. Binding  Effect.  This  Agreement  shall inure to the benefit of and be
enforceable against the Company and Loew and their respective successors,  heirs
and permitted assigns.

     12. Entire Agreement.  This Agreement contains the entire agreement between
the  parties  relating to the  transactions  contemplated  hereby.  All prior or
contemporaneous  understandings,  representations,  statements  and  agreements,
whether  written or oral,  are merged herein and  superseded by this  agreement.
THIS WRITTEN AGREEMENT AND THE OTHER TRANSACTION  DOCUMENTS  REPRESENT THE FINAL
AGREEMENT  BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS  OR  SUBSEQUENT  ORAL  AGREEMENTS  OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     13. Controlling Provision Upon Conflict. In the event of a conflict between
the provisions of this Agreement or any other  instrument  referred to herein or
executed in  connection  with the  purchase  and sale of the Common  Stock,  the
provisions of this Agreement shall control.


                                       39
                                    - 269 -
<PAGE>



     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer, and Loew has executed this Agreement as of the 14th
day of October, 1998.
                                    COMPANY:
                                    DTN ACQUISITION, INC.
                                    By:/s/ Charles R. Wood
                                       ---------------------------
                                       Charles R. Wood
                                       Senior Vice President

                                       Address for Notices:
                                       9110 West Dodge Road
                                       Omaha, Nebraska  68114




                                      LOEW:
                                      /s/ Dean Loew
                                      --------------------------------
                                      DEAN LOEW

                                      Address for Notices:
                                      10509 50th Avenue
                                      Pleasant Prairie, Wisconsin  53158



                                       40
                                    - 270 -
<PAGE>








                                Exhibit 506(e)(i)

                                       41
                                    - 271 -
<PAGE>








                               Exhibit 5.06(e)(i)



                                       42
                                    - 272 -
<PAGE>



   Fixed Assets and Purchased Software on Balance
     Sheet Dated June 30, 1998                                   $   125,000.00

     In-House Developed Software                                     400,000.00

     Customer Lists, Goodwill, Etc.                                4,695,000.00

                TOTAL                                            $ 5,220,000.00

                                       43
                                    - 273 -

 
<PAGE>



                                    EXHIBIT B


                            STOCK PURCHASE AGREEMENT

         STOCK PURCHASE  AGREEMENT (the  "Agreement")  dated as of ____________,
199__, by and among [Insert name of Newco],  a Nebraska  corporation  ("Buyer"),
and  Marcia C.  Kennedy  and Scott L.  Brown  (collectively  the  "Sellers"  and
individually a "Seller").

         WHEREAS,  each Seller is the owner,  beneficially and of record, of the
number of shares of the Common  Stock of Asset  Growth  Corporation,  a Delaware
corporation  (the  "Company"),  set forth opposite his or her name on Schedule 1
attached  hereto,  and Sellers are the owners,  in the aggregate,  of all of the
issued and outstanding capital stock of the Company;

         WHEREAS, Buyer wishes to purchase from Sellers and Sellers wish to sell
to Buyer ninety percent (90%) of all of the issued and outstanding capital stock
of the Company upon and subject to the terms and  conditions  set forth  herein;
and

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
representations,  warranties and agreements herein contained,  Buyer and Sellers
agree as follows:

                                    ARTICLE I
                                 SALE OF SHARES

         1.01 Sale of Shares. Subject to the terms and conditions herein stated,
each Seller agrees to sell, assign, transfer and deliver to Buyer on the Closing
Date (as  defined  herein),  free and  clear of any and all  liens,  claims  and
encumbrances,  good,  valid  and  marketable  title to the  number  of shares of
capital stock of the Company set forth opposite his or her name on Schedule 1 as
being sold to Buyer (all of such shares to be sold to Buyer  hereunder being the
"Shares"),  and Buyer  agrees to purchase the Shares from Sellers on the Closing
Date. The certificates  representing the Shares shall be duly endorsed in blank,
or accompanied by stock powers duly executed in blank, by Sellers.

         1.02  Price.  In full  consideration  for the  purchase by Buyer of the
Shares,  Buyer shall pay to each Seller on the Closing Date the amount set forth
opposite such Seller's  name in Schedule 1 attached  hereto,  being an aggregate
amount of Six Hundred Thousand Dollars ($600,000).

         1.03  Closing.  The sale  referred to in Section  1.01 (the  "Closing")
shall     take     place    at    the     office    of     ______________     at
__________________________________________, on the date of the execution of this
Agreement,  or at such  later  date  as the  parties  hereto  shall  by  written
instrument designate.  Such time and date are herein referred to as the "Closing
Date".

                                       44
                                    - 274 -
<PAGE>

                                   ARTICLE II
                    REPRESENTATIONS AND WARRANTIES OF SELLERS

         As of the date hereof (except as otherwise  specified herein) and as of
the Closing Date, Sellers each jointly and severally  represents and warrants to
Buyer as follows:

         2.01 Organization and  Qualification.  At the Closing Date, the Company
will be a  corporation  duly  organized,  validly  existing and in good standing
under the laws of Delaware and will have all  requisite  power and  authority to
own,  lease and operate its properties and to carry on its business as now being
conducted.  Texas is the only  jurisdiction in which the Company is qualified or
licensed to do business.  Buyer has heretofore received true and complete copies
of the  Certificate  of  Incorporation  and  By-laws (or other  similar  charter
documents), as currently in effect, of the Company.

         2.02  Capitalization;  Title to Stock. The authorized  capital stock of
the Company consists of (i) 75,000,000  shares of common stock,  $0.01 par value
per  share  (the  "Common  Stock"),  of which  200,000  shares  are  issued  and
outstanding  as of the date  hereof  and no  shares  are  held in the  Company's
treasury  and (ii)  10,000,000  shares of preferred  stock,  $3.00 par value per
share,  of which  no  shares  are  outstanding  and  none  are in the  Company's
treasury.  Sellers are the record owners of all the Company's outstanding shares
of Common Stock.  All of the  outstanding  shares of Common Stock of the Company
are duly authorized,  validly issued,  fully paid and nonassessable.  Except for
the sale to Buyer as contemplated  by this  Agreement,  there are no outstanding
options, warrants, calls or other rights to subscribe for or purchase or acquire
from the  Company or  Sellers or any  affiliate  of the  Company,  or any plans,
contracts  or  commitments  providing  for the  issuance  of, or the granting of
rights to acquire  (i) any capital  stock of the Company or (ii) any  securities
convertible  into or  exchangeable  for any capital  stock of the  Company.  The
Company  is not  contractually  obligated  to  repurchase,  redeem or  otherwise
acquire any of its outstanding  shares of capital stock.  Each Seller represents
and warrants  only with respect to that Seller and not with respect to any other
Seller, that such Seller (i) has good, valid and marketable title,  beneficially
and of record,  to the  respective  Shares set forth opposite his or its name on
Schedule 1 attached hereto, free and clear of all liens, encumbrances and rights
of others,  (ii) is in rightful  possession of duly and validly  authorized  and
issued  certificates  evidencing  his or its ownership of record of such Shares,
and (iii) at the Closing  Date,  will have full right,  power and  authority  to
sell,  transfer,  convey and deliver to Buyer,  in accordance  with the terms of
this Agreement, good, valid and marketable title, beneficially and of record, to
all of such Shares being sold by such Seller to Buyer hereunder,  free and clear
of all liens, encumbrances and rights of others.

         2.03 Subsidiaries. The Company has no subsidiaries. Except as set forth
on Schedule 2.03, there is no corporation,  partnership,  joint venture or other
person or entity in which the Company, directly or indirectly,  has, or pursuant
to any  agreement  or  agreements  has or will have,  a right or  obligation  to
acquire or make by any means,  an interest  or  investment  (including,  without
limitation,  equity  ownership,   proprietary  interest,  loans,  guarantees  of
indebtedness and other similar obligations).

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         2.04  Authority  Relative  to the  Transactions  Contemplated  by  this
Agreement.  At the Closing Date, each Seller will have full power,  capacity and
authority  (corporate or otherwise) to execute and deliver this Agreement and to
consummate  the  transactions  contemplated  hereby.  At the Closing  Date,  the
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated  hereby will have been duly and validly authorized on
behalf of all Sellers and no other  proceedings on behalf of Sellers are or will
be  necessary  to approve  and  authorize  the  execution  and  delivery of this
Agreement and the consummation of the  transactions  contemplated  hereby.  This
Agreement  has been duly and validly  executed  and  delivered  by Sellers,  and
(assuming the valid  execution  and delivery of this  Agreement by Buyer) at the
Closing Date will  constitute a legal,  valid and binding  agreement of Sellers,
enforceable against Sellers in accordance with its terms, subject to bankruptcy,
insolvency,  reorganization,  moratorium and other laws of general applicability
relating to or affecting creditors' rights and to general principles of equity.

         2.05  Consents  and  Approval;  No  Violation.  Except  as set forth on
Schedule 2.05,  neither the execution and delivery of this Agreement by Sellers,
nor the consummation of the transactions  contemplated hereby, nor compliance by
any Seller  with the  provisions  hereof,  will (i)  require  the Company or any
Seller to file or register with,  notify,  or obtain any permit,  authorization,
consent or approval of, any  governmental  or  regulatory  authority  except for
those  requirements  which become  applicable  to the Company as a result of the
specific  regulatory  status  of Buyer or as a result of any  other  facts  that
specifically relate to the business  activities in which Buyer is engaged;  (ii)
conflict  with or breach any  provision  of the  Certificate  of  Incorporation,
By-laws or trust agreement (or other similar governing documents) of the Company
or any Seller;  (iii)  violate or breach a provision of, or constitute a default
(or an event  which,  with  notice or lapse of time or both would  constitute  a
default)  under,  any of the terms,  covenants,  conditions or provisions of any
note, bond, mortgage,  indenture,  deed of trust,  license,  franchise,  permit,
lease,  contract,  agreement or other  instrument,  commitment  or obligation to
which the  Company  or any  Seller is a party,  or by which the  Company  or any
Seller or any of their  respective  properties  or assets may be bound;  or (iv)
violate  any  order,  writ,  injunction,  decree  or  judgment  of any  court or
governmental  authority  applicable to the Company or any Seller or any of their
material assets.

         2.06  Balance  Sheet.  Sellers have  delivered  to Buyer the  unaudited
balance sheet of the Company as of September 30, 1998 (the "Balance Sheet"). The
Balance Sheet (i) has been prepared in accordance  with the books and records of
the Company,  and (ii) presents fairly the financial  position of the Company as
of such date.

         2.07 Undisclosed Liabilities. Except (i) as provided for in the Balance
Sheet, (ii) as disclosed in Schedule 2.07 or as specifically identified on other
Schedules to this  Agreement or (iii) for normal trade  obligations  incurred in
the ordinary  course of business  subsequent  to the date of the Balance  Sheet,
consistent with past practices or as otherwise  provided in this Agreement,  the
Company has no liabilities or  obligations in excess of $1,000  individually  or
$10,000  in the  aggregate  of any kind or nature,  whether  known or unknown or
secured or unsecured (whether absolute,  accrued,  contingent or otherwise,  and
whether due or to become due).

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         2.08  Absence  of Certain  Changes  or  Events.  Except as set forth in
Schedule 2.08, or as disclosed in the other  Schedules  hereto,  the Company has
not (i)  suffered  any  material  adverse  change  in its  assets,  liabilities,
business, prospects, results of operations or financial condition, (ii) suffered
any damage, destruction or casualty loss adversely affecting any material assets
of the Company, or (iii) entered into any transaction, or conducted its business
or  operations,  other  than in the  ordinary  and  usual  course  of  business,
consistent with past practices.

         2.09 Title and Related  Matters.  Except as set forth on Schedule 2.09,
the Company does not own or lease any real property or office space.  All of the
properties,  rights and assets, tangible and intangible,  now used in or, to the
best  knowledge  of  Sellers,  necessary  for the  conduct by the Company of its
business as presently  conducted will be indirectly  transferred to Buyer by its
purchase of the Shares.  The interests of the Company in its properties,  rights
and assets  (whether owned or as a lessee) are free and clear of all Liens other
than (i) Liens for taxes not yet due, (ii) Liens which do not affect the use by,
or value to, the Company of its rights and  assets,  or (iii) Liens set forth on
Schedule 2.09. The term "Liens" shall mean any pledge,  lien, security interest,
conditional sale agreement, or other similar encumbrance.

         2.10  Material  Contracts.  Except as set forth in Schedule  2.10,  the
Company  does  not  have  nor is it  bound  by (a) any  agreement,  contract  or
commitment  relating  to the  employment  of any person by the  Company,  or any
bonus, commission, severance or termination pay, deferred compensation, pension,
profit  sharing,  stock option,  employee  stock  purchase,  retirement or other
employee  benefit plan, (b) any agreement,  indenture or other  instrument which
contains  restrictions  with  respect  to  payment  of  dividends  or any  other
distribution  in respect of its capital stock,  (c) any  agreement,  contract or
commitment relating to capital expenditures in excess of $1,000, (d) any loan or
advance to, or  investment  in, any other person other than cash advances in the
ordinary  course of business  consistent  with past practice,  or any agreement,
contract  or  commitment  relating  to the making of any such  loan,  advance or
investment  except  for  cash  advances  in  the  ordinary  course  of  business
consistent with past practice, (e) any debt obligation for borrowed money or any
guarantee  or other  contingent  liability  in  respect of any  indebtedness  or
obligation  of any  other  person  (other  than the  endorsement  of  negotiable
instruments for collection and other similar transactions in the ordinary course
of business), (f) any management,  distributorship,  sales, service (personal or
otherwise), consulting or any other similar type of contract, (g) any agreement,
contract or commitment limiting the freedom of the Company to engage in any line
of business or to compete  with any other  person or in any area,  (h) any other
agreement,  contract or  commitment  which  involves  $10,000 or more and is not
cancelable  without  penalty  within  30 days,  (i) any  outstanding  powers  of
attorney or proxies  granted to any person for any purpose  whatsoever,  (j) any
contract or oral or written  agreement for the  acquisition of any other person,
(k) any agreement as to which the United States Government,  any state, local or
municipal  government or any foreign government or any agency or instrumentality
of any of the  foregoing  is a  party,  exclusive  of any such  agreement  which
contains  solely the provisions set forth in a form contract used by the Company
in its  ordinary  course of  business,  which  forms have been  previously  made
available  to Buyer,  or (l) any  proposed  contract  or  agreement  which  upon
acceptance of a customer or third party would create a binding  obligation  upon
the Company and which would not be cancelable without penalty within thirty (30)
days and would  involve a commitment  to pay $1,000 or more  annually  (all such

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<PAGE>

oral  or  written  agreements,   contracts,  arrangements  and  commitments  are
hereinafter referred to as the "Material Contracts"). True, complete and correct
copies of all such written  contracts,  commitments,  agreements or arrangements
described  on  Schedule  2.10 will have been made  available  to Buyer  prior to
Closing.  To the best  knowledge of Sellers,  Schedule  2.10 contains a complete
list of all such oral contracts,  agreements,  commitments or  arrangements  and
identifies  which of such  contracts are oral in nature.  Except as set forth on
Schedule 2.10, there is not, under any of the Material Contracts, any default or
event which, with notice or lapse of time or both, would constitute a default on
the part of the  Company.  Neither the Company nor any Seller has  received  any
notice from the other party to such  Material  Contracts of the  termination  or
threatened  termination  thereof and no Seller  knows of the  occurrence  of any
event which would allow such other party to  terminate  such  Material  Contract
except as otherwise  disclosed in the Schedules  hereto.  Except as set forth on
Schedule 2.10 or any other Schedule hereto,  no indebtedness of the Company will
be accelerated by its terms, or result from the consummation of the transactions
contemplated hereby.

         Schedule 2.10 contains a complete list of all agreements  providing for
the payment of  severance  pay to  employees  of the Company  (the  "Termination
Benefits Agreements").  Except as expressly indicated on Schedule 2.10, no event
has occurred under any of the  Termination  Benefits  Agreements  which alone or
upon the  giving of notice or the  passage of time or both  would  obligate  the
Company to make any payment under any of the Termination Benefits Agreements.

         2.11 Leases.  Schedule  2.11 hereto sets forth an accurate  list of all
leases to which the  Company is a party (as  lessee).  All rents and  additional
rent due to date and to the Closing  Date on such leases have and will have been
paid and in each case,  the lessee has been in  peaceable  possession  since the
commencement  of the original  term of such lease or  arrangement  and is not in
default  thereunder.  Except as set forth on Schedule  2.11,  there is not, with
respect  to leases  referred  to above,  any  existing  default,  or an event of
default,  or event which, with or without notice or lapse of time or both, would
constitute a default or an event of default, on the part of the Company.

         2.12 Proprietary  Rights;  Computer  Programs,  Databases and Software.
Schedule 2.12 contains a complete list of all trademarks,  trade names,  assumed
names, service marks, logos, patents, copyrights and copyright registration, and
any  applications  for  registration  therefor  presently  owned  or held by the
Company or with  respect to which the Company owns or holds any license or other
direct or indirect interest  (collectively,  the "Proprietary  Rights");  and no
other  Proprietary  Rights are used in or are  necessary  for the conduct of the
business  of the  Company  as  such  business  is  presently  conducted.  Unless
otherwise  indicated in such  Schedule 2.12 the Company owns  sufficient  right,
title and interest in and to the material  Proprietary Rights for the conduct of
its business.  No material  Proprietary Rights used by the Company conflict with
or infringe the rights of any other person.  No claims have been asserted by any
person  with  respect  to  the  ownership,  validity,  license  or  use  of  the
Proprietary  Rights and no Seller knows of any basis for such claim. The Company
has taken all  measures  which it believes  to be  appropriate  to maintain  and
protect the  Proprietary  Rights.  The Company has the right to use all material
Proprietary  Rights,  to provide and sell the services and products provided and
sold by it, and to conduct its business as heretofore conducted,  and, except as
set forth on Schedule 2.12, the  consummation of the  transactions  contemplated

                                       48
                                    - 278 -
 
<PAGE>

hereby will not alter or impair any such rights. Except as set forth on Schedule
2.12, no person is known to be infringing on or violating the Proprietary Rights
used by the  Company.  Except in the  ordinary  course of its business or as set
forth in Schedule 2.12, the Company has not sold, licensed,  leased or otherwise
transferred  or granted any interest or rights to any of its computer  programs,
databases  or software to any other  person.  The  occurrence  in or use by such
computer  programs,  databases and software of dates on or after January 1, 2000
("millennial  dates") will not  adversely  affect the  performance  thereof with
respect  to data  dependent  data,  compilations,  output,  or  other  functions
(including but not limited to  calculating,  comparing and  sequencing) and that
such computer programs,  databases and software will create,  store, process and
output  information  related to or including  millennial  dates without error or
omissions.

         2.13  Litigation.  Schedule  2.13  sets  forth a  complete  list and an
accurate   description  of  all  claims,   actions,   suits,   proceedings   and
investigations pending and threatened, by or against or involving the Company or
its business and, in the case of collection  claims,  those involving  claims in
excess  of  $1,000.  No such  pending  or  threatened  claims,  actions,  suits,
proceedings or investigations,  if adversely determined,  would, individually or
in the aggregate, materially adversely affect the business, financial condition,
results  of  operations  or  prospects  of the  Company  taken as a whole or the
transactions  contemplated  hereby.  The Company does not know of any reasonable
basis for any other such claim, action, suit,  proceeding or investigation.  The
Company is not subject to any judgment,  order or decree  entered in any lawsuit
or proceeding which may have a material adverse effect on any of its operations,
business practices or on its ability to acquire any property or conduct business
in any area.

         2.14 Employee  Benefit  Matters.  Neither the Company nor any member of
the Control Group (within the meaning of section 414(b) of the Internal  Revenue
Code of 1986, as amended (the "Code") maintains,  has contributed to or has ever
been obligated to contribute to, for, on behalf of or with respect to current or
former  employees  of the  Company,  any  employee  benefit  plan (as defined in
Section 3(3) of the Employee  Retirement Income Security Act of 1974, as amended
("ERISA")),  multiemployer  plan (as  defined  in ERISA  Section  3(37)),  stock
purchase plan,  stock option plan or deferred  compensation  agreement,  plan or
funding  arrangement  (collectively  "Employee  Plans").  There are no  employee
welfare  benefit  plans (as defined in ERISA  Section  3(1))  maintained  by the
Company.

         2.15 Governmental  Authorizations and Regulations.  The Company has all
material licenses,  franchises,  permits and other  governmental  authorizations
necessary to the conduct of its  business,  as presently  conducted and the same
are in full force and effect.  The business of the Company is being conducted in
compliance in all material  respects with all applicable  licenses,  franchises,
permits and other  governmental  authorizations  and, to the best  knowledge  of
Sellers,  in  compliance  in all material  respects  with all  applicable  laws,
ordinances,  rules and regulations of all governmental  authorities  relating to
its  properties or  applicable to its business.  Except as set forth on Schedule
2.15, the Company has not received any notice of any alleged violation of any of
the foregoing.

                                       49
                                    - 279 -
                                    
<PAGE>

         2.16  Labor  Matters.  Except as set forth in  Schedule  2.16,  (i) the
Company is in  compliance  in all material  respects  with all  applicable  laws
respecting health and occupational safety,  employment and employment practices,
terms and  conditions  of  employment  and wages and hours  (including,  without
limitation,  the Federal Immigration Reform and Control Act of 1986), (ii) there
is no unfair labor practice  complaint against the Company pending or threatened
before the  National  Labor  Relations  Board,  (iii)  there are no  proceedings
pending or threatened  before the National Labor Relations Board with respect to
the Company,  (iv) there are no  discrimination  charges  (relating to sex, age,
religion, race, color, national origin, ethnicity, handicap or veteran status or
any other basis protected by relevant law) pending before any federal,  state or
local agency or authority  against the Company or any of its  employees,  (v) no
grievance  which  might  have a  material  adverse  effect  upon the  Company is
currently  pending,  (vi) the Company is not bound by any collective  bargaining
agreement  and  there is no  collective  bargaining  agreement  currently  being
negotiated by the Company and (vii) the Company has not experienced any material
labor difficulty during the past three years.

         2.17 Insurance.  The Company maintains insurance coverage which Sellers
believes to be sufficient for compliance with all requirements of law and of all
agreements to which the Company is a party and which provides adequate insurance
coverage  for the business of the Company.  With  respect to all  policies,  all
premiums  currently  payable or  previously  due and payable with respect to all
periods up to and  including  the Closing Date will have been paid and no notice
of  cancellation  or  termination  has been  received  with  respect to any such
policy.  Such  policies  will  remain  in full  force  and  effect  through  the
respective dates set forth in such policies  without the payment of,  additional
premiums, unless called for in its original terms.

         2.18 Tax Matters.  (a) All Federal,  state,  local and foreign  income,
profits,  franchise,  sales,  use,  occupancy,  excise,  withholding,   payroll,
employment and other taxes and  assessments  (including  interest and penalties)
payable  by,  or due  from,  the  Company  have been  fully  paid or  adequately
disclosed and provided for in the Balance Sheet of the Company.

         (b) The  Company  has not  filed any  election  or  caused  any  deemed
election under Section 338 of the Code.

         (c) The  Company is not  delinquent  in the payment of any taxes and no
extensions of time have been granted to the Company to file any return  required
by applicable law to be filed by it prior to or on the Closing Date,  which have
expired or will expire on or before the Closing Date without such return  having
been filed.

         2.19 Environmental Matters. The Company is in material compliance with,
and has not done anything to be in material  violation of any federal,  state or
local laws relating to the environment.

         2.20 Brokers and  Finders.  No Seller has employed any broker or finder
and no broker or  finder is  entitled  to any  brokerage  fees,  commissions  or
finder's fees arising from any act,  representation or promise of any of them in
connection with the transactions  contemplated hereby;  provided,  however, each

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                                    - 280 -
                                   
<PAGE>

Seller so represents  and warrants only with respect to that Seller and not with
respect to any other Seller.

         2.21 Books and Records.  The minute books of the Company, as previously
made available to Buyer,  contain accurate  records in all material  respects of
all  meetings of and  corporate  actions or written  consents by the  respective
stockholders and Boards of Directors of the Company.

         2.22 Bank Accounts.  Sellers will cause the Company to deliver to Buyer
at least 3 business  days prior to the Closing an  accurate  and  complete  list
showing the name and address of each bank in which the Company has an account or
safe  deposit  box, the number of any such account or any such box and the names
of all persons authorized to draw thereon or to have access thereto.

         2.23 Other Information.  The information  furnished to Buyer by Sellers
or the Company or pursuant to this Agreement, including the exhibits hereto, the
schedules  identified  herein, and in any certificate or other document executed
or delivered  pursuant  hereto by Sellers  (which for purposes of this Agreement
shall be deemed to be representations  and warranties),  is not materially false
or misleading,  does not contain any misstatement of material fact, and does not
omit to state  any  material  fact  required  to be  stated in order to make the
statements therein not misleading in light of the circumstances under which they
were made.


                                   ARTICLE III
                     REPRESENTATIONS AND WARRANTIES OF BUYER

         As of the date hereof and as of the Closing Date,  Buyer represents and
warrants to Sellers as follows:

         3.01  Organization.  Buyer is a  corporation  duly  organized,  validly
existing and in good standing under the laws of the State of Nebraska.

         3.02  Authority  Relative  to this  Agreement.  Buyer  has full  power,
capacity and  authority  (corporate  or  otherwise)  to execute and deliver this
Agreement and to consummate the transactions  contemplated hereby. The execution
and  delivery  of  this  Agreement  and  the  consummation  of the  transactions
contemplated  hereby  have  been  duly and  validly  authorized  by the Board of
Directors  of  Buyer  and no  other  proceedings  on the  part of  Buyer  or its
stockholders  are  necessary to approve and authorize the execution and delivery
of this Agreement or the consummation of the transactions  contemplated  hereby.
This  Agreement  has been duly and validly  executed and  delivered by Buyer and
(assuming  the  valid  execution  and  delivery  of the  Agreement  by  Sellers)
constitutes a legal, valid and binding agreement of Buyer,  enforceable  against
Buyer in accordance  with its terms,  except as the  enforcement  thereof may be
limited  by  bankruptcy  and  other  laws of  general  application  relating  to
creditors' rights and general principles of equity.

         3.03 Consents and  Approvals;  No Violation.  Neither the execution and
delivery  of this  Agreement  by  Buyer  nor the  consummation  by  Buyer of the
transactions  contemplated  hereby,  nor  compliance  by  Buyer  with any of the

                                       51
                                    - 281 -
                                   
<PAGE>

provisions  hereof,  will (i) require Buyer to file or register with, notify, or
obtain any permit,  authorization,  consent, or approval of, any governmental or
regulatory  authority except for those  requirements  which become applicable to
Buyer as a result  of the  specific  regulatory  status of the  Company  or as a
result of any other facts that specifically relate to the business activities in
which the Company is or proposes to be engaged; (ii) conflict with or breach any
provision of the Articles of Incorporation or by-laws of Buyer; (iii) violate or
breach any provision of, or constitute a default (or an event which, with notice
or lapse of time or both,  would  constitute a default under,  any of the terms,
covenants conditions or provisions of any note, bond mortgage, indenture deed of
trust,  license,  franchise,   permit,  lease,  contract,   agreement  or  other
instrument,  commitment  or  obligation  to which Buyer is a party,  or by which
Buyer or any of its properties or assets may be bound, except for such breach or
default  which  would not have a  material  adverse  effect on the  transactions
contemplated  by this  Agreement  taken as a whole;  or (iv)  violate any order,
writ,  injunction,  decree,  judgment,  statute,  law or  ruling of any court or
governmental  authority applicable to Buyer or any of its material assets, which
violation would have a material adverse effect on the transactions  contemplated
by this Agreement taken as a whole.

         3.04  Litigation;  Compliance  with  Law.  Buyer  is not a party to any
action or proceeding which seeks, or is subject to, any outstanding order, writ,
injunction  or  decree,   which   restrains  or  enjoins   consummation  of  the
transactions  contemplated hereby or which otherwise challenges the transactions
contemplated hereby and (ii) there is no litigation, administrative, arbitral or
other  proceeding,  or  petition or  complaint  or, to the  knowledge  of Buyer,
investigation  before any court or governmental or regulating  authority or body
pending or, to the knowledge of Buyer,  threatened  against or relating to Buyer
that  would   materially   adversely  affect  Buyer's  ability  to  perform  its
obligations pursuant to this Agreement.

         3.05 Brokers and  Finders.  Buyer has not employed any broker or finder
and, to Buyer's  knowledge,  no broker or finder is  entitled  to any  brokerage
fees,  commissions  or finder's  fees arising from any act,  representations  or
promise of Buyer, in connection with the transactions contemplated hereby.

         3.06 Purchase for Investment. Buyer will acquire all of the outstanding
stock of the Company to be  purchased  by it  hereunder  for its own account for
investment and not with a view toward any resale or distribution thereof.


                                   ARTICLE IV
                            COVENANTS OF THE PARTIES

         4.01 Expenses.  Whether or not the transactions contemplated hereby are
consummated,  all costs and expenses  incurred in connection with this Agreement
and the  transactions  contemplated  hereby will be paid by the respective party
that  incurred  such cost and expense (it being  understood,  however,  that all
legal and accounting  fees and expenses so incurred by the Company shall be paid
by the Sellers).

                                       52
                                    - 282 -
                                    
<PAGE>

         4.02 Public  Announcements.  Sellers and Buyer will  consult  with each
other before any of them or the Company  issues any press  releases or otherwise
makes any public  statements  (including  statements  made to  employees  of the
Company)  with  respect  to this  Agreement  and the  transactions  contemplated
hereby.

         4.03 Transfer Taxes.  All transfer taxes  (including all stock transfer
taxes, if any) incurred in connection  with this Agreement and the  transactions
contemplated  hereby will be borne by Sellers,  and Sellers  will,  at their own
expense,  file all necessary tax returns and other documentation with respect to
all such transfer  taxes,  and, if required by applicable law, the other parties
hereto will (and will cause the Company  to) join in the  execution  of any such
tax returns or other documentation.

         4.04 No Dilution.  During the three year period  following the Closing,
Buyer  will  not  permit  the  Company,   through  any  consolidation,   merger,
reorganization,  dissolution,  issue or sale of  securities  or other  voluntary
action,  to dilute the stock  ownership of a Stockholder in the Company  without
the prior written approval of such Stockholder.

                                    ARTICLE V
                                   CONDITIONS

         5.01 Conditions to Each Party's  Obligations to Effect the Transactions
Contemplated  Hereby. The respective  obligations of each party hereto to effect
the transactions  contemplated  hereby shall be subject to the fulfillment at or
prior to the Closing of each of the following conditions:

         (a) No statute, rule, regulation,  executive order, decree,  injunction
or restraining order shall have been enacted,  entered,  promulgated or enforced
by any court of competent jurisdiction or governmental authority,  nor shall any
action or  proceeding  brought  by any  governmental  authority  or  agency,  be
pending, which (i) prevents,  restricts or delays or seeks to prevent,  restrict
or delay the consummation of the transactions  contemplated by this Agreement or
(ii)  seeks a  material  amount  of  monetary  damages  in  connection  with the
consummation of the transactions contemplated by this Agreement.

         (b) The other parties  hereto shall have  performed and complied in all
material  respects with all  agreements,  obligations,  conditions and covenants
contained in the Purchase  Agreement  dated ________,  1998,  among the Company,
Sellers and the Buyer (the  "Purchase  Agreement")  required to be performed and
complied  with by them at or prior to the  Closing and all  representations  and
warranties of such other parties  contained in the Purchase  Agreement  shall be
true and correct in all material respects as of the Closing Date.

         (c) No actions or  proceedings  which  have a  material  likelihood  of
success shall have been  instituted or  threatened by any  governmental  body or
authority to restrain or prohibit any of the transactions contemplated hereby.

                                       53
                                    - 283 -
                                    
<PAGE>

                                   ARTICLE VI
                          SURVIVAL AND INDEMNIFICATION

         6.01  Survival  of  Representations,   Warranties  and  Covenants.  All
covenants and  agreements of any party hereto set forth herein shall survive the
Closing for the period provided for in such covenant or, if not so provided, for
a period of one year. The  representations and warranties set forth herein shall
survive  the Closing and shall  remain in effect for the  applicable  statute of
limitation.

         6.02 Post-Closing Indemnification. (a) From and after the Closing Date,
Sellers shall  defend,  indemnify  and hold  harmless  Buyer and its  affiliates
(including  the  Company)  and  each of  their  successors,  assigns,  officers,
directors and employees (the "Buyer Indemnitee Group") against and in respect of
any and all losses, actions, suits, proceedings,  claims, liabilities,  damages,
causes of action, demands,  assessments,  judgments,  and investigations and any
and all costs and expenses paid to third parties,  including without limitation,
reasonable attorneys' fees and expenses (collectively,  "Damages"),  suffered by
any of them as a result of, or arising from:  (i) any inaccuracy in or breach of
or omission from any of the  representations  or  warranties  made by Sellers in
Article II of this Agreement or pursuant hereto, or any nonfulfillment,  partial
or  total,  of any of the  covenants  or  agreements  made  by  Sellers  in this
Agreement  to the  extent  not  waived by Buyer in  writing;  or (ii) any claim,
action,  suit,  proceeding or  investigation  of any kind relating to or arising
from events  occurring  prior to the Closing  Date,  instituted by or against or
involving the Company or any of its business or assets (other than those claims,
actions, suits, proceedings and investigations set forth in Schedule 2.13 of the
Disclosure  Schedule)  regardless  of  whether  such  claims,   actions,  suits,
proceedings or investigations  are made or commenced before or after the Closing
Date, provided that Damages relating to claims, actions, suits,  proceedings and
investigations that relate to events occurring both before and after the Closing
Date shall be equitably allocated between Buyer and Sellers.

         (b) From and after the Closing Date, Buyer shall defend,  indemnify and
hold harmless Sellers and their heirs, trustees,  successors and assigns against
and in respect  of any and all  losses,  actions,  suits,  proceedings,  claims,
liabilities,  damages, causes of action, demands,  assessments,  judgments,  and
investigations  and  any and all  costs  and  expenses  paid to  third  parties,
including without limitation,  reasonable attorneys' fees and expenses, suffered
by any of them as a result of, or arising from,  any  inaccuracy in or breach of
or  omission  from any of the  representations  or  warranties  made by Buyer in
Article  III of this  Agreement  or  pursuant  hereto,  or any  non-fulfillment,
partial or total,  of any of the covenants or  agreements  made by Buyer in this
Agreement to the extent not waived by Sellers in writing.

         (c) If a claim by a third party is made against an  indemnified  party,
and if such party  intends to seek  indemnity  with respect  thereto  under this
Article VI, the indemnified  party shall promptly (and in any case within thirty
days of such claim  being  made)  notify the  indemnifying  party of such claim,
provided,  however,  that the failure to so notify the indemnifying  party shall
not discharge the  indemnifying  party of its obligations  hereunder except that
the indemnifying  party shall not be liable for default judgments or any amounts
related  thereto  if the  indemnified  party  shall  not  have so  notified  the

                                       54
                                    - 284 -
<PAGE>

indemnifying party.  Subject to the following  sentence,  the indemnifying party
shall have thirty days after  receipt of such notice to  undertake,  conduct and
control,  through  counsel of its own  choosing  (which is  satisfactory  to the
indemnified party) the settlement or defense thereof,  and the indemnified party
shall cooperate with it in connection  therewith (provided that the indemnifying
party shall permit the  indemnified  party to participate in such  settlement or
defense through counsel chosen by the indemnified party,  provided that the fees
and expenses of such counsel  shall be borne by the  indemnified  party) and the
indemnifying  party shall promptly  reimburse the indemnified party for the full
amount  of any loss  resulting  from  such  claim and all  related  expenses  as
incurred  by  the   indemnified   party  within   limits  of  this  Article  VI.
Notwithstanding  anything herein to the contrary,  the  indemnified  party shall
have the right to conduct and control the defense of any such claim in the event
that such claim (including a claim for equitable  relief) or the continuation of
such claim  could  reasonably  be expected to  materially  adversely  affect the
business,  results  of  operations,  prospects  or  financial  condition  of the
indemnified party or any of its affiliates,  provided,  however, the indemnified
party may not  settle any claim for an amount in excess of $25,000 or consent to
any settlement which imposes equitable remedies on the indemnifying party or its
affiliates  without the prior consent of the indemnifying  party,  which consent
shall not be unreasonably withheld, unless the indemnified party agrees to waive
any right to indemnity  therefor by the indemnifying  party. If the indemnifying
party does not notify the indemnified party within thirty days after the receipt
of the  indemnified  party's  notice of a claim of indemnity  hereunder  that it
elects to  undertake  the defense  thereof or if the  indemnifying  party is not
reasonably  contesting the claim in good faith, the indemnified party shall have
the right to  contest,  settle or  compromise  the claim in the  exercise of its
reasonable judgment, and all losses incurred by the indemnified party, including
all fees and expenses of counsel for the indemnified party, shall be paid by the
indemnifying party.

         (d) Claims for  indemnification  made under this  Section 6.02 shall be
made within a period of three years from the Closing  Date,  provided,  however,
notwithstanding the foregoing,  claims for  indemnification  with respect to any
action, lawsuit,  proceeding or investigation of any kind relating to or arising
out of the matters  referred to in Section  6.02(a)(ii)  may be made within five
years from the Closing Date.

         6.03  Tax Indemnity, Etc.

         (a) Sellers shall be responsible for and pay all Taxes  attributable to
the  Company  or its  subsidiaries  or for which the  Company  is liable for any
period or portion of a period that ends on or before the Closing Date which have
not been paid or adequately  provided for in the Balance Sheet. Such Taxes shall
include but not be limited to the Taxes of any member of an affiliated  group of
which the  Company was a member for  federal  income tax  purposes or any entity
with which the Company filed a combined return for state or local tax purposes.

         (b) Sellers shall indemnify Buyer, the Company and their affiliates and
their respective  successors and assigns (each, a "Tax Indemnified  Party",  and
collectively,  "Tax Indemnified  Parties")  against and hold the Tax Indemnified

                                       55
                                    - 285 -
<PAGE>

Parties  harmless on an after-tax  basis from all liability,  loss or damage and
from all expenses paid to third parties (including  reasonable  attorneys' fees)
with respect to all such Taxes  described in the  immediately  preceding  clause
(a).

         (c) All tax allocation,  tax sharing and similar agreements, if any, to
which the  Company is or was a party at any time on or before the  Closing  Date
shall be  terminated  as of the Closing Date with  respect to the  Company.  The
Company shall have no obligation  for the payment of any amount  pursuant to any
such  agreement,  except as  expressly  provided for in the Balance  Sheet.  The
foregoing  indemnity  obligations of Sellers and the covenants and agreements of
the parties  contained  in this  Section  6.03 shall  survive the Closing and be
applicable for the applicable  statute of limitations  (as such may be waived or
extended).

         (d) For  purposes  of this  Agreement,  "Taxes"  shall  mean all taxes,
charges, fees, levies or other assessments,  including,  without limitation, all
net income,  gross income,  gross receipts,  sales,  use, ad valorem,  transfer,
franchise,   profits,  license,   withholding,   payroll,  employment,   excise,
estimated,  severance,  stamp,  occupation,  property  or other  taxes,  customs
duties, fees,  assessments or charges of any kind whatsoever,  together with any
interest and any penalties,  additions to tax or additional  amounts  imposed by
any taxing authority (domestic or foreign) upon the Company or its subsidiaries.


                                   ARTICLE VII
                            MISCELLANEOUS PROVISIONS

         7.01  Amendment  and  Modification.  This  Agreement  may  be  amended,
modified or supplemented only by written agreement of Buyer and Sellers.

         7.02 Waiver of Compliance;  Consents.  Except as otherwise  provided in
this Agreement, any failure of any of the parties to comply with any obligation,
covenant,  agreement or  condition  herein may be waived by the party or parties
entitled to the  benefits  thereof  only by a written  instrument  signed by the
party  granting  such  waiver,  but such waiver or failure to insist upon strict
compliance  with such  obligation,  covenant,  agreement or condition  shall not
operate as a waiver of, or estoppel  with  respect to, any  subsequent  or other
failure.  Whenever this Agreement requires or permits consent by or on behalf of
any party hereto,  such consent shall be given in writing in a manner consistent
with the  requirements  for a waiver of  compliance as set forth in this Section
7.02.

         7.03  No  Third  Party  Beneficiaries.   Except  as  provided  in  this
Agreement,  nothing in this Agreement shall confer any rights upon any person or
entity  which  is not a  party  or a  permitted  assignee  of a  party  to  this
Agreement.

         7.04  Notices.  All  notices,   requests,  claims,  demands  and  other
communications  hereunder  shall be in writing  and shall be deemed to have been
duly given when  delivered  in person,  by cable,  telegram or telex,  telecopy,
courier,  express mail delivery  service,  or by  registered  or certified  mail
(postage  prepaid,  return  receipt  requested)  to the  respective  parties  as
follows:

                                       56
                                    - 286 -
<PAGE>

         (a)      if to Sellers, to:

                  Asset Growth Corporation
                  7324 Southwest Freeway
                  Suite 1000
                  Houston, Texas  77074
                  Attn:  Marcia C. Kennedy

                  with a copy to:

                  Looper Reed Mark & McGraw
                  1300 Post Oak Boulevard
                  Suite 200
                  Houston, Texas  77056
                  Attn:  Rob James

         (b)      if to Buyer, to:

                  Data Transmission Network Corporation
                  9110 West Dodge Road
                  Suite 200
                  Omaha, Nebraska  68114
                  Attn: Charles R. Wood, Sr. Vice President

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

or to such  other  address  as the  person  to whom  notice  is  given  may have
previously  furnished  to the others in  writing  in the manner set forth  above
(provided  that  notice of any change of address  shall be  effective  only upon
receipt thereof).

         7.05 Assignment.  This Agreement and all of the provisions hereof shall
be  binding  upon and  inure to the  benefit  of the  parties  hereto  and their
respective  successors and permitted assigns.  Neither this Agreement nor any of
the rights,  interests or obligations  hereunder  shall be assigned by any party
hereto without the prior written consent of the other parties.

         7.06 Governing Law. This Agreement  shall be governed by the law of the
State of Nebraska as to all matters,  including,  but not limited to, matters of
validity,  construction,  effect, performance and remedies without giving effect
to the principles of choice of law thereof.

                                       57
                                    - 287 -
<PAGE>

         7.07  Counterparts.  This  Agreement  may be  executed  in two or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

         7.08 Interpretation. The article and section headings contained in this
Agreement are solely for the purpose of reference, are not part of the agreement
of the parties and shall not in any way affect the meaning or  interpretation of
this Agreement.

         7.09 Entire  Agreement.  This Agreement,  including the Exhibits hereto
and the documents,  schedules,  certificates and instruments  referred to herein
embodies the entire agreement and understanding of the parties hereto in respect
of the transactions  contemplated by this Agreement.  There are no restrictions,
promises,  representations,  warranties,  covenants or undertakings,  other than
those  expressly  set forth or  referred to herein or  therein.  This  Agreement
supersedes  all prior  agreements  and  understandings  between the parties with
respect to such transactions.

         7.10  Certain Definitions.

         (a) An "affiliate" of a person shall mean any person which, directly or
indirectly,  controls,  is controlled by, or is under common control with,  such
person.

         (b) The term "control" (including,  with correlative meaning, the terms
"controlled  by" and "under common control  with"),  as used with respect to any
person, means the possession,  directly or indirectly, of the power to direct or
cause the  direction of the  management  and  policies of such  person,  whether
through the ownership of voting securities or by contract or otherwise.

         (c)  The  term  "person"  shall  mean  and  include  an  individual,  a
partnership,  a limited liability  company,  a joint venture,  a corporation,  a
trust,  an  unincorporated  organization  and a government or any  department or
agency thereof.

         (d)  The term "day" shall mean a calendar day unless otherwise stated.

         (e) The term  "subsidiary"  when used in  reference to any other person
shall mean any  corporation  of which  outstanding  securities  having  ordinary
voting power to elect a majority of the Board of  Directors of such  corporation
are owned directly or indirectly by such other person.

         (f) Whenever any representation or warranty contained in this Agreement
is qualified by reference to the  knowledge,  information  or belief of a party,
such party confirms that it has made due and diligent  inquiry as to the matters
that are the subject of such representation and warranty.


                                       58
                                    - 288 -
<PAGE>



         IN WITNESS  WHEREOF,  Sellers  and Buyer have  signed,  or caused  this
Agreement to be signed by their respective representatives,  as the case may be,
as of the date first above written.

                                             [Insert name of Newco]

Date:_____________________             By:_____________________________________
                                       Title:__________________________________

Date:_____________________             ________________________________________
                                       Marcia C. Kennedy

Date:_____________________             ________________________________________
                                       Scott L. Brown

                                       59
                                    - 289 -
<PAGE>




                                   SCHEDULE 1

<TABLE>
<CAPTION>


   Name and                      Number of                         Number of            Payment Due
Address Of Seller              Shares Owned                   Shares Being Sold         at Closing

<S>                              <C>                                  <C>                 <C>     
Marcia C. Kennedy                100,000                               90,000             $300,000

Scott L. Brown                   100,000                               90,000             $300,000

TOTALS                           200,000                              180,000             $600,000

</TABLE>



                                       60
                                    - 290 -
<PAGE>




                               DISCLOSURE SCHEDULE


No disclosures.


                                       61
                                    - 291 -
<PAGE>

                                    EXHIBIT C


                              MANAGEMENT AGREEMENT


         THIS MANAGEMENT AGREEMENT (this "Agreement") is made as of this ___ day
of  _____________  1998,  by and between  ASSET GROWTH  CORPORATION,  a Delaware
corporation  ("AGC"),  and [Insert name of Newco],  a Nebraska  corporation (the
"Company").

         WHEREAS,  AGC  is  a  party  to a  Purchase  Agreement  (the  "Purchase
Agreement")  dated  the  same  date  as the  date of this  Agreement  with  Data
Transmission  Network Corporation,  a Delaware  corporation  ("DTN"),  Marcia C.
Kennedy, a shareholder of AGC ("Kennedy"),  and Scott L. Brown, a shareholder of
AGC ("Brown");

         WHEREAS,  pursuant to the Purchase Agreement, the Company is to acquire
all of the capital  stock of Paragon  Software,  Inc.,  an Illinois  corporation
("Paragon"), and AGC and the Company are to enter into this Agreement to provide
for AGC to manage the day to day affairs of the  business  of Paragon  using the
management  experience and expertise of Kennedy and Brown,  subject to the terms
and conditions set forth in this Agreement; and

         WHEREAS,  Company  desires  to  engage  AGC to render  such  management
services and AGC desires to provide such services;

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  contained
herein, the parties hereto agree as follows:

         1.  Engagement.  The Company  hereby  engages AGC to render  management
services to the Company and Paragon  upon the terms and  conditions  hereinafter
set forth, and AGC agrees to provide such management services upon the terms and
conditions hereinafter set forth.

         2. Term. The term of this Agreement  shall commence on the date of this
Agreement.  Unless  sooner  terminated  in  accordance  with the  provisions  of
Paragraph 6, it shall  continue until the earlier to occur of the Closing or the
Termination, as such terms are defined in the Purchase Agreement.

         3.   Compensation.   In  consideration  of  AGC's  performance  of  the
management services as provided in this Agreement, the Company agrees to pay AGC
each  calendar  month  during the term of this  Agreement  (or, in the case of a
partial  month,  a  proportionate  amount thereof based on the number of days of
such month within the term of this  Agreement) an amount equal to the net income
before income taxes of the Company for such month. AGC shall invoice the Company
at the beginning of each month a reasonable estimate of the projected net income
before income taxes of the Company for such month. Newco shall pay such invoices
by the end of such  month.  Once  the  actual  amount  owed  for  such  month is
determined,  AGC shall  refund to the Company  the amount by which the  estimate
exceeds the actual amount due for such month or the Company shall pay to AGC the
amount by which the actual amount due for such month exceeds the estimate.

                                       62
                                    - 292 -
<PAGE>

         4.  Duties of AGC.  The  duties of AGC under this  Agreement  generally
shall be to manage the day to day affairs of the business of Paragon, subject to
the  control of the Board of  Directors  of Paragon.  The precise  nature of the
management  services  to be  rendered  by AGC during the term of this  Agreement
shall be assigned  and  directed by the Board of Directors of Paragon and may be
modified  from  time to time at the  direction  of the  Board  of  Directors  of
Paragon. The services shall include, without limitation,  the responsibility for
recommending  the operational and managerial  policies of Paragon as well as the
supervision of the employees of Paragon. During the term of this Agreement,  the
Company  shall  cause  Paragon  to  furnish  to  AGC at the  office  of  Paragon
appropriate office space,  equipment,  and secretary and clerical  assistance as
may be required from time to time to enable AGC to perform its duties under this
Agreement.  It  is  understood  that,  except  as  expressly  provided  in  this
Agreement, AGC shall be responsible for all expenses and costs incurred by it in
connection with the performance of its services under this Agreement.

         5.  Confidentiality.  AGC acknowledges that in the course of performing
its services under this  Agreement,  AGC will be given access to proprietary and
confidential information of Paragon (collectively the "Proprietary Information")
which includes  without  limitation (a) the names,  addresses and financial data
regarding  customers,  clients,  or  applicants  of  Paragon,  (b)  any  data or
information that is competitively  sensitive  material including but not limited
to  product  planning  information,   marketing  strategies,   plans,  finances,
operations,  customer  relationships,  customer  profiles,  business plans,  and
internal  performance  results relating to the past,  present or future business
activities  of  Paragon  and its  affiliates  and  the  customers,  clients  and
applicants  of  Paragon,  and  (c) all  confidential  or  proprietary  concepts,
documentation,  reports, data, information,  know-how and trade secrets, whether
or not  patentable or  copyrightable.  AGC agrees to safeguard  the  Proprietary
Information and to prevent the  unauthorized use or disclosure  thereof.  Either
during or after AGC's  engagement  with the  Company,  AGC will not  directly or
indirectly disclose to anyone outside of the Company,  Paragon or DTN (except in
the ordinary  course of  Paragon's  business),  nor use in other than  Paragon's
business,  except with the prior  written  permission  of the  President  of the
Company, any Proprietary Information. Upon the request of the Company or Paragon
and, in any event upon termination of this Agreement, AGC shall surrender to the
Company or  Paragon  all  memoranda,  notes,  records,  and other  documents  or
materials  (and all copies of same)  pertaining to or including the  Proprietary
Information.  AGC  acknowledges  that  use  or  disclosure  of  any  Proprietary
Information  in a manner  inconsistent  with  this  Agreement  will give rise to
irreparable injury to the Company and Paragon.  Accordingly,  in addition to any
other legal  remedies which may be available,  at law or in equity,  the Company
and Paragon  shall be entitled to equitable or  injunctive  relief  against such
unauthorized use or disclosure.  Proprietary  Information  shall not include any
information  or data known  generally  to the public  (other than as a result of
unauthorized  disclosure  by AGC)  or any  information  or  data  of a type  not
generally  considered  confidential  or  proprietary  by  persons  engaged  in a
business  similar to the business of Paragon.  The obligations of AGC under this
paragraph shall survive the termination of this Agreement.

         6.  Termination.  This Agreement shall terminate upon the occurrence of
any of the following events:

                                       63
                                    - 293 -
<PAGE>

         (a)      The   bankruptcy,   dissolution,   liquidation   or   sale  of
                  substantially all of the assets of the Company or Paragon.

         (b)      Notice from the Company in the event Paragon's revenues or net
                  earnings from operations before interest, income taxes for any
                  calendar month during the term of this Agreement are less than
                  the average  monthly  revenues or net earnings from operations
                  before interest, income taxes,  respectively,  of Paragon over
                  the three calendar  months  immediately  preceding the date of
                  this Agreement.

         (a)      Notice  from the Company if either  Kennedy or Brown,  for any
                  reason,  including  but not limited to their  death,  fails to
                  personally  provide and perform to the best of their abilities
                  the primary responsibilities and obligations of AGC under this
                  Agreement.

         (d)      Written  notice by the  Company to AGC of the  termination  of
                  this  Agreement  for cause.  For  purposes of this  Agreement,
                  "cause"  shall mean (i)  Kennedy's  or Brown's  confession  or
                  conviction  of  theft,  fraud,  embezzlement  or  other  crime
                  involving  dishonesty,  (ii) AGC's  material  violation of the
                  provisions of Paragraph 5, (iii) material negligence of AGC in
                  the  performance  of its  duties  under  or  pursuant  to this
                  Agreement,  or (iv)  material  non-compliance  by AGC with its
                  obligations under this Agreement.

         (f)      The  expiration  of the stated term of this  Agreement  or the
                  earlier  termination upon the mutual written  agreement of the
                  parties to this Agreement.

         7. Independent Contractor.  AGC shall be an independent contractor with
respect  to the  Company  and  Paragon  in  connection  with the work  performed
hereunder.  AGC does not have,  and shall not hold  itself  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 the Company or Paragon; and AGC shall
hold the Company and Paragon  harmless from any claims resulting from any action
taken by AGC which is inconsistent with the provisions of this sentence.

         8. Binding  Effect;  Assignment.  This Agreement shall be binding upon,
and shall inure to the  benefit  of, AGC and the  Company  and their  respective
heirs, legal representative,  successors, and permitted assigns. The obligations
under this Agreement may not be assigned by the Company or AGC without the prior
written consent of the other party hereto, which consent may be withheld for any
reason whatsoever.

         9. Notification. All notices which a party may be required or desire to
give to the other  party  shall be in  writing  and  shall be given by  personal
service, telecopy,  registered mail or certified mail (or its equivalent) to the
other  party at its  respective  address or  telecopy  number  set forth  below.
Notices  shall be  deemed to be given  upon  actual  receipt  by the party to be
notified.  Notices  delivered  by  telecopy  shall be  confirmed  in  writing by
overnight courier.

                                       64
                                    - 294 -
<PAGE>

         If to AGC:                   Asset Growth Corporation
                                      7324 Southwest Freeway, Suite 1000
                                      Houston, Texas  77074
                                      Attention:  Marcia C. Kennedy
                                      Telecopy No.: ______________

         If to the Company:           Data Transmission Network
                                      Corporation
                                      9110 West Dodge Road, #200
                                      Omaha, NE  68114
                                      Attn:  Charles R. Wood
                                      Telecopy No.:  (402) 255-8088

         10. Entire  Agreement.  This document  constitutes 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,  referred to, or incorporated  herein by this
document.

         11.  Amendment.  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 both
parties hereto.

         12. Governing Law. This Agreement shall be governed by and construed in
enforced in  accordance  with the  substantive  laws,  but not the choice of law
rules, of the State of Nebraska.

         13.  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

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

         15. Construction.  Whenever required by the context, references in this
Agreement in the singular shall include the plural and vice versa.

                                       65
                                    - 295 -
<PAGE>



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

                                  ASSET GROWTH CORPORATION,
                                  A Delaware corporation

                                  By: __________________________________
                                      Marcia C. Kennedy, President



                                  [Insert name of Newco], a Nebraska corporation



                                  By:___________________________________
                                  Title:__________________________________



                                       66
                                    - 296 -
<PAGE>
                                    EXHIBIT D

                    (Opinion of Looper, Reed, Mark & McGraw)

                             Dated __________, 199__

[Insert name of Newco]
c/o Data Transmission Network Corporation
9110 West Dodge Road
Suite 200
Omaha, NE  68114

Gentlemen:

         We have acted as counsel to Asset Growth Corporation (the "Company"), a
Delaware corporation, and its shareholders, Marcia C. Kennedy and Scott L. Brown
(collectively  the  "Shareholders"),  in connection with your purchase of ninety
percent  (90%) of the  issued  and  outstanding  capital  stock  of the  Company
pursuant to that certain Stock Purchase Agreement dated as of __________,  199__
among the Shareholders and you (the "Agreement").  Capitalized terms used herein
and not otherwise defined shall have the meanings set forth in the Agreement.

         In connection with this opinion, we have examined originals,  or copies
certified  or  otherwise  identified  to our  satisfaction,  of such  documents,
corporate records, certificates, including certificates of public officials, and
other  instruments as we have deemed necessary or advisable for purposes of this
opinion,  including those relating to the authorization,  execution and delivery
of the Agreement. We reviewed the following documents and agreements:

         (i)      the Agreement;

         (ii)     the Certificate of Incorporation  of the Company,  as amended,
                  as  certified  by the  Secretary  of  State  of the  State  of
                  Delaware (the "Certificate of Incorporation");

         (iii)    the Bylaws of the  Company,  as amended,  as  certified by the
                  Secretary  of the Company on the date of this  opinion  letter
                  (the "Bylaws");

         (iv)     the stock certificates and stock records of the Company; and

         (v)      actions  taken by the  stockholders  and Board of Directors of
                  the Company to authorize the transactions  contemplated by the
                  Agreement.

         In such  examination  and review we have assumed the genuineness of all
signatures,  the legal  capacity of natural  persons,  the  authenticity  of all
documents submitted to us as originals,  the conformity to original documents of
all  documents  submitted  to us as  certified or  photostatic  copies,  and the
authenticity  of the originals of such copies.  As to any facts  material to the

                                       67
                                    - 297 -
<PAGE>

opinions hereafter expressed which we did not independently establish or verify,
we  have  relied  without   investigation  upon  certificates,   statements  and
representations  of  representatives  of the  Company.  During the course of our
discussion with such  representatives  and our review of the documents described
above in  connection  with the  preparation  of these  opinions,  no facts  were
disclosed to us that caused us to conclude that any such certificate,  statement
or representation is untrue. In making our examination of the documents executed
by persons or entities  other than the  Shareholders  and the  Company,  we have
assumed  that each such  other  person or entity had the power and  capacity  to
enter into and perform all his, her or its  obligations  thereunder  and the due
authorization  of, and the due execution and delivery of, such documents by each
such person or entity.

         As  used in this  opinion,  the  expression  "to  our  knowledge"  with
reference to matters of fact means that after an examination of documents in our
files or made available to us by the Company and after  inquiries of officers of
the Company, and considering the actual knowledge of those attorneys in our firm
who have given substantive  attention to legal matters for the Company,  without
independent  investigation or inquiry as to factual  matters,  but not including
any  constructive  or imputed  notice of any  information,  we find no reason to
believe that the opinions expressed herein are factually incorrect. Beyond that,
we have made no independent  factual  investigation for the purpose of rendering
an opinion with respect to such matters.

         Based upon and  subject to the  foregoing,  and  subject to the further
assumptions, limitations, qualifications and exceptions set forth herein, we are
of the opinion that:

         1. The Company is a corporation duly organized,  validly existing,  and
in good  standing  under the laws of the State of Delaware and has the corporate
power and authority and, to our knowledge, all franchises, licenses, and permits
from governmental authorities necessary to own and operate its properties and to
conduct its business as presently being conducted.

         2. The Company is duly qualified to do business and is in good standing
in (i) the state of Delaware,  and (ii) to our knowledge,  each  jurisdiction in
which its ownership or lease of property or the conduct of its business requires
such qualification.

         3.  The  authorized  capital  stock  of  the  Company  consists  of (i)
75,000,000  shares of Common Stock,  $0.01 par value per share, of which 200,000
shares are outstanding and no shares are held in the treasury of the Company and
(ii) 10,000,000  shares of Preferred Stock,  $3.00 par value per share, of which
no shares are outstanding and none are held in the treasury of the Company.  All
of the  outstanding  shares  of  Common  Stock of the  Company  have  been  duly
authorized  and  validly  issued and are fully paid and  non-assessable  with no
personal liability attaching to the ownership thereof. To our knowledge,  except
as  disclosed  in the  disclosure  schedules  to  the  Agreement,  there  are no
outstanding  subscriptions,  scrip,  warrants,  commitments,  conversion rights,
calls,  options or  agreements  to issue or sell  additional  securities  of the
Company, and no obligations  whatsoever  requiring,  or which might require, the
Company to issue any securities.

                                       68
                                    - 298 -
<PAGE>

         4. To our knowledge,  the parties to the Agreement  other than you have
good title to all of the outstanding shares of Common Stock of the Company, free
and clear of all  liens,  encumbrances,  security  interests,  options,  claims,
charges and restrictions.

         5. Each of the Shareholders has the power,  authority,  and capacity to
execute,  deliver,  and perform the Agreement and to consummate the transactions
contemplated  thereby,  and the  Agreement  and all  documents  and  instruments
delivered by the  Shareholders  thereunder have been duly executed and delivered
by them and  constitute  legal,  valid and  binding  obligations  of the parties
thereto other than Buyer, enforceable in accordance with their terms.

         6. The execution,  delivery,  and  performance of the Agreement and the
consummation  of the  transactions  contemplated  thereby  will  not,  except as
disclosed in the disclosure  schedules to the  Agreement,  result in a breach or
violation of or constitute a default under, or accelerate any obligation  under,
or give rise to a right of termination of, the Certificate of  Incorporation  or
By-laws of the  Company  or, to our  knowledge,  any  judgment,  decree,  order,
governmental permit or license, authorization, agreement, indenture, instrument,
or statute or regulation to which the  Shareholders or the Company is a party or
by which the Shareholders or the Company or its business,  assets, or properties
may be bound or affected,  and, to our knowledge,  will not, except as disclosed
in the  disclosure  schedules  to the  Agreement,  result in the creation of any
lien, claim, encumbrance or restriction on any part of the business or assets of
the Company.

         7.  To  our  knowledge,  there  is  no  legal  action  or  governmental
proceeding  or  investigation  pending or  threatened  against or affecting  the
Company or its  stockholders  which  prevents the parties  other than Buyer from
entering  into  or  being  bound  by the  Agreement  or  from  consummating  the
transactions  contemplated  thereby  or  which  questions  the  validity  of the
Agreement or the transactions contemplated thereby.

         8. To our knowledge, except as disclosed in the disclosure schedules to
the  Agreement,   there  is  no  legal  action  or  governmental  proceeding  or
investigation pending or threatened against or affecting the Company,  which, if
decided  adversely to the Company,  would have a material  adverse affect on the
properties,  business,  profits or condition  (financial  or  otherwise)  of the
Company, taken as a whole.

         9. To our knowledge, except as disclosed in the disclosure schedules to
the  Agreement,  no consent,  authorization  or approval of, or exemption by, or
filing  with,  any court or  administrative  agency or  authority  of the United
States of America or the State of Delaware is  required in  connection  with the
delivery and  performance  by the  Shareholders  of the  Agreement or any of the
instruments  or  agreements  delivered by the  Shareholders  thereunder,  or the
taking of any action therein contemplated.

         10.  All  corporate   proceedings  required  by  the  Delaware  General
Corporation Law to be taken by the Board of Directors or the stockholders of the
Company on or prior to the Closing Date in  connection  with the  execution  and

                                       69
                                    - 299 -
<PAGE>

delivery of the Agreement and in connection  with the sale of all of the capital
stock of the Company have been duly and validly taken.

         This opinion  relates solely to the laws of the State of Delaware,  and
applicable  Federal  laws of the United  States,  and we express no opinion with
respect to the effect or  applicability of the laws of other  jurisdictions.  We
have assumed  that,  and our  opinions  expressed in paragraph 5 above are based
upon our assumption that, the internal laws of the State of Delaware and Federal
law govern the  provisions of the Agreement  and the  transactions  contemplated
thereby.

         The  opinion   set  forth  in   paragraph   5  above   concerning   the
enforceability  of the  obligations of the  Shareholders  under the Agreement is
subject  to  the   effect  of  (i)   bankruptcy,   insolvency,   reorganization,
arrangement,  moratorium,  fraudulent  transfer and other similar laws affecting
creditors' rights  generally,  and (ii) the discretion of any court of competent
jurisdiction in awarding  equitable  remedies,  including,  without  limitation,
specific  performance or injunctive relief, and the effect of general principles
of equity embodied in Delaware statutes and common law.

         We are opining only as to the matters  expressly set forth herein,  and
no opinion should be inferred as to other matters. The opinions expressed herein
are furnished by us, as counsel for the Company and the Shareholders, solely for
your benefit in connection with the  transactions  contemplated by the Agreement
and upon the understanding that we are not hereby assuming any responsibility to
any other  person  whatsoever.  This opinion may not be quoted or relied upon by
any other  person  or used for any  other  purpose  without  our  prior  written
consent.  This opinion is rendered as of the date hereof and we do not undertake
to advise you of matters  which  occur  subsequent  to the date hereof and which
affect the opinions expressed herein.


                                      Very truly yours,

                                      Looper, Reed, Mark & McGraw



                                      By:

                                       70

                                    - 300 -
<PAGE>
      
                                    EXHIBIT E

                              EMPLOYMENT AGREEMENT

         This Employment  Agreement is made and entered into as of the _____ day
of ____________,  199__,  between Asset Growth  Corporation  (the "Company"),  a
Delaware corporation, and [Insert name of the Stockholder] (the "Executive").

                                      * * *

         WHEREAS,  the  Company,  a  subsidiary  of  Data  Transmission  Network
Corporation ("DTN"), desires to employ the Executive; and

         WHEREAS, the Executive desires to accept such employment.

         NOW,  THEREFORE,  in  consideration  of the foregoing  recitals and the
respective  covenants and agreements of the parties  contained in this document,
the Company and the Executive agree as follows:

         1.  Employment and Duties.  The Company hereby employs the Executive as
its  __________________________________.  The duties and responsibilities of the
Executive  shall consist of the duties and  responsibilities  of the Executive's
corporate offices and positions which are set forth in the bylaws of the Company
from time to time and such other duties and responsibilities consistent with the
Executive's  corporate offices and positions which the Board of Directors of the
Company may from time to time assign to the Executive.

         2. Term.  The term of this  agreement  shall  begin on the date of this
agreement and shall continue  thereafter for a period of thirty six (36) months,
unless terminated earlier in accordance with this agreement. The Executive shall
remain an employee  at-will.  Either the  Executive or the Company may terminate
the employment  relationship at any time, with or without any reason, subject to
the other provisions of this agreement. Each party shall provide the other party
with  thirty (30) days  advance  written  notice of such  party's  intention  to
terminate this agreement,  except in the event of the termination of Executive's
employment  pursuant to any of the first three  sentences  of Section 11 of this
agreement.

         3.  Place  of  Employment.  During  the  term  of this  agreement,  the
Executive  will perform the duties of the Executive at the Company's  offices in
_________________,  and the  Executive  will  not be  required  to  relocate  or
transfer  the  principal  residence  of the  Executive  during  the term of this
agreement.

         4.  Compensation.  The  Company  agrees to pay the  Executive a signing
bonus (the "Signing  Bonus") of One Hundred Fifty Thousand  Dollars  ($150,000).
The Signing  Bonus shall be paid in full on the date of this  agreement,  and is
not subject to forfeiture. The Company agrees to pay the Executive a base salary
(the "Base Salary") of One Hundred Seventy Five Thousand Dollars  ($175,000) per
year (it  being  understood,  however,  that  Executive  shall be  eligible  for
discretionary  increases in such Base Salary to the extent approved by the Board


                                       71
                                    - 301 -
<PAGE>

of Directors of DTN after  recommendation  by its Compensation  Committee).  The
Base  Salary  shall be paid in  periodic  installments  in  accordance  with the
Company's regular payroll practices.

         5. Annual  Bonus.  The  Executive  shall  participate  in the Company's
annual bonus plan in effect during the term of this agreement  which will reward
targeted  performance  by the Executive in a manner  similar to executives  with
similar base salaries under DTN's annual bonus plan in effect during the term of
this agreement.  If the goals by which the  Executive's  performance is measured
are reached for the particular  year, the annual bonus would  represent from 50%
to 100% of the Executive's  Base Salary for such year. The targeted  performance
of the  Executive  will be  established  near the beginning of the year and will
consider growth from ongoing operations as well as growth through  acquisitions,
as applicable.

         6. Board of Directors. During the term of this agreement, the Executive
shall serve, without additional  compensation,  as a director of the Company and
as a director of each of the subsidiaries of the Company.

         7. Expenses.  During the term of this agreement, the Executive shall be
entitled to prompt  reimbursement by the Company of all reasonable  ordinary and
necessary  travel,  entertainment,  and other expenses incurred by the Executive
(in accordance  with the policies and procedures  established by the Company for
its executive officers, which shall be similar to those for DTN's executives) in
the performance of the duties and  responsibilities  of the Executive under this
agreement; provided, that the Executive shall properly account for such expenses
in accordance with Company policies and procedures.

         8. Other  Benefits.  During the term of this  agreement,  the Executive
shall be entitled to all of the fringe  benefits which are provided to employees
of the Company generally,  excluding any stock option plans or similar programs.
During the term of this  agreement,  the  Executive  also shall be  entitled  to
participate in such other fringe  benefits,  benefit plans or programs which the
Company  or DTN from time to time may make  available  either  to its  employees
generally  or to its  executive  officers,  such as but not  limited to the Data
Transmission  Network  Corporation  401(k) plan,  but excluding any stock option
plans or similar programs.

         9.  Vacations  and Holidays.  The  Executive  shall be entitled to four
weeks  of paid  vacation  per  year and paid  holidays  in  accordance  with the
Company's policies in effect from time to time.

         10. Other Activities.  The Executive shall devote  substantially all of
the  Executive's  working time and efforts during the Company's  normal business
hours to the  business  affairs of the Company and to the  diligent and faithful
performance  of the  duties  and  responsibilities  assigned  to  the  Executive
pursuant to this  agreement,  except for  vacations  and  holidays.  Despite the
foregoing, the Executive shall be free to broker proposed acquisitions which the
Company has elected not to pursue so long as such activities by the Executive do
not require any substantial  services by the Executive and do not interfere with
or impair the performance of the Executive's duties and  responsibilities  under
this agreement.

                                       72
                                    - 302 -
<PAGE>

         11. Termination.  The Executive's employment under this agreement shall
terminate upon the death of the Executive. If the Executive becomes incapable by
reason  of  physical  injury,   disease,  or  mental  illness  of  substantially
performing the duties and responsibilities of the Executive under this agreement
for a period  of six (6)  continuous  months  or  more,  then  the  Company  may
terminate the Executive's employment under this agreement.  The Company also may
terminate the Executive's  employment  under this agreement for Cause;  however,
for  purposes  of this  agreement,  "Cause"  shall mean only (i)  confession  or
conviction  of  theft,  fraud,  embezzlement,   or  any  other  crime  involving
dishonesty with respect to the Company or any parent,  subsidiary,  or affiliate
of the Company, (ii) material violation of the provisions of any confidentiality
agreement or  non-competition  agreement in force between the Company or DTN and
the Executive,  (iii) habitual and material negligence in the performance of the
duties of the  Executive  under or pursuant  to this  agreement,  (iv)  material
non-compliance  with the  obligations  of the Executive  under Section 10 or (v)
failure  of the  Executive,  within  thirty  days after  written  notice of such
failure,  to abide by the lawful  directives  of the Board of  Directors  of the
Company that are not inconsistent with the terms of this Agreement. In the event
of the  termination of the Executive's  employment  pursuant to any of the first
three  sentences of this Section 11 or if the Executive  voluntarily  terminates
employment  with the  Company,  other than as  provided  in Section  12(b),  the
Executive  (or,  in the  event  of the  Executive's  death,  the  estate  of the
Executive) shall be entitled to retain that portion of the Base Salary earned by
the Executive up to the effective date of such termination, provided that during
any  period  when the  Executive  is  incapable  by reason of  physical  injury,
disease,  or mental  illness of  substantially  performing his or her duties and
responsibilities  under this agreement,  the Company may subtract from such Base
Salary  the  amount  of  any  payments   which  the   Executive   receives  from
Company-sponsored  disability  insurance as a reimbursement for lost earnings or
wages relating to such period.

         12.  Severance  Pay.  Except as  provided in Sections 11 and 12 of this
agreement, the Executive shall not receive any additional severance pay upon the
termination of employment of the Executive, regardless of the Company's
severance policy for its employees generally.

              (a)  Termination  Without  Cause.  If the Company  terminates  the
employment  of the  Executive  for any reason  other than those  referred  to in
Section 11, the Company shall pay the Executive, upon the effective date of such
termination,  the then current  present value of all remaining  payments of Base
Salary  that  would  have been paid  hereunder  but for such  termination,  less
applicable employee tax withholdings and deductions. Such present value shall be
determined using the discount rate referred to in Section 12 (c).

              (b)  Voluntary  Termination  Upon Change in Control of DTN. If the
Executive  voluntarily  terminates employment with the Company within sixty (60)
days after receiving notice of a Change in Control  Transaction,  as hereinafter
defined,  the Company shall pay the  Executive,  upon the effective date of such
termination,  the then current  present  value of those  payments of Base Salary
that  would  have been paid  hereunder,  but for such  termination,  during  the
shorter  of (i)  the  one  year  period  following  the  effective  date of such
termination or (ii) the remaining  portion of the initial term of this agreement
after the effective date of such termination. Such present value amount shall be
reduced by applicable  employee tax  withholdings  and deductions.  Such present
value shall be determined  using the discount rate referred to in Section 12(c).

                                       73
                                    - 303 -
<PAGE>

For purposes of this Section 12(b),  "Change in Control  Transaction" shall mean
the  occurrence of any of the  following:  (a) the  acquisition by any person or
entity (other than an Exempt Person as hereinafter defined) of securities of DTN
representing 30% or more of the combined voting power of DTN's  then-outstanding
securities;  (b) DTN shall  consolidate  with, or merge with and into, any other
person or entity;  or (c) any person or entity  shall  consolidate  with DTN, or
merger  with  and  into  DTN  and  DTN  shall  be the  continuing  or  surviving
corporation of such merger,  and, in connection with such merger, all or part of
DTN's  capital  stock shall be changed into or exchanged for stock or securities
of any other  person or entity or cash or any other  property.  "Exempt  Person"
shall  mean  DTN or any  subsidiary  of DTN,  in each  case  including,  without
limitation, in its fiduciary capacity, or any employee benefit plan of DTN or of
any subsidiary of DTN, or any entity or trustee holding the capital stock of DTN
for or  pursuant to the terms of any such plan or for the purpose of funding any
such plan or funding  other  employee  benefits  for  employees of DTN or of any
subsidiary of DTN.

              (c)   Discount   Rate.   For   purposes  of  the   present   value
determinations  referred  to in this  Section  12, a discount  rate equal to the
prime rate on corporate  loans at large U.S.  money center  commercial  banks as
quoted in the "Money Rates" column of the Wall Street  Journal on such effective
date shall be used.

         13.  Successors  and Assigns.  This agreement and all rights under this
agreement shall be binding upon,  inure to the benefit of, and be enforceable by
the  parties  hereto and their  respective  personal  or legal  representatives,
executors, administrators,  heirs, distributees, devisees, legatees, successors,
and assigns. This agreement is personal in nature, and neither of the parties to
this  agreement  shall,  without  the  written  consent of the other,  assign or
transfer this  agreement or any right or obligation  under this agreement to any
other person or entity.

         14.  Notices.  For  purposes  of  this  agreement,  notices  and  other
communications  provided  for in this  agreement  shall be deemed to be properly
given if delivered  personally or sent by United States  certified mail,  return
receipt requested, postage prepaid, addressed as follows:

         If to the Executive:                ________________________
                                             ________________________
                                             ________________________



         If to the Company:                  Data Transmission Network
                                             Corporation
                                             9110 West Dodge Road, #200
                                             Omaha, NE  68114
                                             Attn:  Charles R. Wood


or to such other  address as either party may have  furnished to the other party
in  writing  in  accordance   with  this   paragraph.   Such  notices  or  other
communications shall be effective only upon receipt.

                                       74
                                    - 304 -
<PAGE>

         15.  Miscellaneous.  No  provision of this  agreement  may be modified,
waived, or discharged unless such waiver,  modification,  or discharge is agreed
to in writing  and is signed by the  Executive  and an  officer  of the  Company
(other  than the  Executive)  so  authorized  by the Board of  Directors  of the
Company.  No waiver by either party to this  agreement at any time of any breach
by the other party of, or compliance  by the other party with,  any condition or
provision  of this  agreement to be performed by the 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.  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 agreement.

         16. Validity.  The invalidity or  unenforceability  of any provision or
provisions of this agreement shall not affect the validity or  enforceability of
any other  provision of this  agreement,  which other  provision shall remain in
full force and effect; nor shall the invalidity or unenforceability of a portion
of any provision of this agreement affect the validity or  enforceability of the
balance of such provision. The provisions of this agreement are severable.

         17.  Counterparts.  This  document  may be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  and all of which
together shall constitute a single agreement.

         18. Headings. The headings of the paragraphs contained in this document
are for  reference  purposes only and shall not in any way affect the meaning or
interpretation of any provision of this agreement.

         19.  Applicable  Law. This agreement shall be governed by and construed
in  accordance  with the internal  substantive  laws,  and not the choice of law
rules, of the State of Nebraska.

         20. Arbitration.  In the event a dispute shall arise as to the parties'
respective rights, duties and obligations under this agreement,  or in the event
of a  claim  for  breach  of  this  agreement  by  either  party  (collectively,
"Dispute"),  the parties agree to utilize arbitration as the exclusive means for
resolution  of the Dispute.  With respect to any such  Dispute,  the  arbitrator
shall be selected  and the  arbitration  conducted in  accordance  with the most
recent  Employment  Dispute   Resolution  Rules  of  the  American   Arbitration
Association.  The arbitration  proceeding shall be held in Omaha,  Nebraska,  or
such other location as may be acceptable to the parties.  The  arbitrator  shall
make  written  findings,  including  any  award,  which  shall be  signed by the
arbitrator.  The award shall be deemed final and binding  thirty (30) days after
the award is made.  The parties agree to abide by and perform any award rendered
by the  arbitrator.  The  arbitrator  shall be bound by the  provisions  of this
agreement in determining  any award.  The parties agree that the proceedings and
any decision by the arbitrator, including the amount of any award, shall be kept
confidential  and not disclosed to any person other than the parties,  witnesses
and their counsel (who also must each agree to maintain the  confidentiality  of
the proceedings and any decision). A party may enforce any award in any court of
competent jurisdiction.

                                       75
                                    - 305 -
<PAGE>

         IN WITNESS  WHEREOF,  the Company and the Executive  have executed this
agreement on the day and year first above written.

                                 Asset Growth Corporation, a
                                 Delaware corporation

                                 By: _____________________________________
                                 Title: ____________________________________


                                 ___________________________________________
                                 [Insert name of the Stockholder]



                                       76
                                    - 306 -
<PAGE>

                                    EXHIBIT F


                           STOCK REDEMPTION AGREEMENT

         THIS STOCK  REDEMPTION  AGREEMENT,  dated as of ___________,  199__, is
entered  into between  Asset Growth  Corporation,  a Delaware  corporation  (the
"Company") and [Insert name of Stockholder] (the "Shareholder").


                              W I T N E S S E T H:

         WHEREAS,  the  Shareholder  presently  owns _____  shares of the common
stock of the Company and desires to agree upon certain  matters  relating to the
ownership of the shares of such stock now or hereafter owned by the Shareholder;
and

         WHEREAS,  the Company deems it to be in its best interests and the best
interests of its shareholders to enter into this Agreement;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants set forth in this  Agreement,  the parties to this Agreement  agree as
follows:

         1. Definitions. As used in this Agreement, unless the context otherwise
requires:

         (a)      "DTN" means Data Transmission Network Corporation,  a Delaware
                  corporation, and its successors and affiliates. The Company is
                  a subsidiary of DTN.

         (b)      "Employment  Agreement"  means the Employment  Agreement dated
                  the same date as this Agreement  between the  Shareholder  and
                  the Company, as the same may be amended from time to time.

         (c)      "Shares"  means all or any portion of the shares of the common
                  stock  of  the  Company  now  or in the  future  owned  by the
                  Shareholder or any interest therein acquired by a Transfer.

         (d)      "Termination  of  Employment"  means  the  termination  of the
                  Shareholder's  employment  with  the  Company  for any  reason
                  whatsoever,  including  but not  limited  to death,  voluntary
                  termination by the Shareholder, and Termination Without Cause.

         (e)      "Termination Without Cause" means termination of Shareholder's
                  employment  by the  Company  for any  reason  other than those
                  referred  to  in  Section  11  of  the  Employment  Agreement.
                  Termination  Without  Cause does not  include  termination  of
                  employment by the Shareholder.

                                       77
                                    - 307 -
<PAGE>

         (f)      "Transfer"  as a verb means to directly or  indirectly  issue,
                  sell, transfer,  assign, pledge,  mortgage,  create a security
                  interest  in, or in any  other  way  encumber  or  dispose  of
                  Shares.  "Transfer"  as  a  noun  means  any  issuance,  sale,
                  transfer, assignment, pledge, mortgage, creation of a security
                  interest  in,  or any  other  encumbrance  or  disposition  of
                  Shares.

         (g)      "Trigger  Event"  means any event  described in Section 3 or 4
                  which  triggers  the  redemption  of all or any portion of the
                  Shares.

         2. Restriction on Transfer of Shares. Without the prior written consent
of the then holders of all of the shares of capital  stock of the  Company,  the
Shareholder  shall not Transfer  any Shares that he or she now or hereafter  may
hold or beneficially  own, nor shall any of the Shares be  transferable,  except
pursuant to or in compliance  with the terms of this  Agreement.  Any attempt by
the  Shareholder to Transfer any Shares other than in compliance  with the terms
of this  Agreement  shall be null and  void and of no force or  effect,  and the
Company  shall not  recognize  and shall  give no effect to any such  attempt to
Transfer  any Shares.  The  restrictions  contained in this  paragraph  shall be
applicable to all Shares acquired by the  Shareholder  from any source after the
date of this Agreement as well as to the Shares owned or held by the Shareholder
on the date of this Agreement.


         3.   Shareholder   Election  for   Redemption   of  Shares.   Upon  the
Shareholder's  written  notice to the Company of his or her election to have the
Company redeem all or a portion of the Shares,  subject to the  limitations  set
forth in this  Section 3, the  Shareholder  shall sell to the  Company,  and the
Company  shall  purchase  from  the  Shareholder,   the  number  of  shares  the
Shareholder  elects to have  redeemed as provided in such  written  notice.  The
Shares being purchased  pursuant to this Section 3 are collectively  referred to
as the  "Redemption  Shares".  The purchase  price to be paid for the Redemption
Shares shall be the Base Value Per Share  determined in accordance  with Section
5. The purchase price for the Redemption Shares shall be paid to the Shareholder
in full in cash  promptly  after  the  purchase  price  has been  determined  as
provided  herein,  but no later than sixty (60) days after the occurrence of the
Trigger  Event.  The  Shareholder  shall  deliver  to the  Company  at such time
certificates  for the Redemption  Shares duly endorsed for transfer and free and
clear of any  liens,  security  interests,  encumbrances,  or claims of any kind
whatsoever. Notwithstanding the foregoing, the Shareholder may not elect to have
redeemed, in the aggregate, more than one-third of the Shares prior to the first
anniversary of the date of this Agreement or more than  two-thirds of the Shares
prior to the second anniversary of the date of this Agreement.

         4.  Redemption  of Shares  Upon  Termination  of  Employment.  Upon the
Termination of Employment,  the  Shareholder or the  Shareholder's  estate shall
sell to the Company, and the Company shall purchase from the Shareholder, all of
the Shares. If the Termination of Employment  (other than a Termination  Without
Cause) occurs prior to the first anniversary of the date of this Agreement,  the
purchase  price to be paid for each of the Shares shall be one-third of the Base
Value Per Share  determined in accordance  with Section 5. If the Termination of
Employment  (other than a  Termination  Without  Cause)  occurs  after the first
anniversary of the date of this Agreement but prior to the second anniversary of
the date of this Agreement, the purchase price to be paid for each of the Shares
shall be  two-thirds of the Base Value Per Share  determined in accordance  with

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                                    - 308 -
<PAGE>

Section 5. If the Termination of Employment occurs after the second  anniversary
of the date of this Agreement or is a Termination  Without  Cause,  the purchase
price to be paid for each of the  Shares  shall  be the  Base  Value  Per  Share
determined in accordance with Section 5. The purchase price for the Shares shall
be paid to Seller in full in cash  promptly  after the  purchase  price has been
determined  as  provided  herein,  but no later  than  sixty (60) days after the
Termination  of Employment  occurs;  and the  Shareholder  or the  Shareholder's
estate  shall  deliver to the Company at such time  certificates  for the Shares
duly endorsed for transfer and free and clear of any liens,  security interests,
encumbrances, or claims of any kind whatsoever.

         5. Base Value Per Share.  For  purposes  of this  Agreement,  the "Base
Value  Per  Share"  shall  be  determined  by  reducing  the  EBITDA  Value  (as
hereinafter  defined)  by the  long-term  debt of the  Company at the end of the
calendar month  immediately  preceding the Trigger Event and dividing the result
by the total  number of issued and  outstanding  shares of capital  stock of the
Company.  The term  "EBITDA  Value"  shall mean the  Operating  Cash Flow of the
Company for the twelve full calendar  months  immediately  preceding the Trigger
Event  multiplied  by the Cash Flow  Multiple.  In the event the Company has not
been in operation during the entire twelve month period, the Operating Cash Flow
of the Company for such period shall be annualized  based upon the operations of
the Company  preceding the Trigger  Event.  The EBITDA Value shall be determined
using the following meanings:

                  (i)  "Operating  Cash Flow" shall mean the average  annual net
         earnings from operations  before interest,  income taxes,  depreciation
         and amortization over a specified period.

                  (ii) "Cash Flow Multiple" shall mean the DTN Enterprise  Value
         divided  by the  Operating  Cash  Flow of DTN  over  the  eight  fiscal
         quarters immediately preceding the Trigger Event.

                  (iii)  "DTN  Enterprise  Value"  shall mean the sum of (i) the
         average  of the  Market  Value on the last day of each  calendar  month
         during the eight  fiscal  quarters  of DTN  immediately  preceding  the
         Trigger Event and (ii) the average of the daily  long-term  debt of DTN
         on the last day of each  calendar  month  during the same eight  fiscal
         quarters.

                  (iv) "Market  Value" shall mean the most recent closing market
         price of DTN's  capital  stock as reported on NASDAQ  multiplied by the
         total number of shares of such stock issued and outstanding.

Accounting  terms  used in this  Section 5  without  definition  shall  have the
meanings  generally ascribed to such terms in conformity with generally accepted
accounting  principles and otherwise using accounting procedures followed by DTN
for purposes of reporting its financial performance.

         6. Right to Terminate  Shareholder.  Nothing in this Agreement shall be
construed  (i) to  confer  upon the  Shareholder  the right to  continue  in the
employment  of the  Company  or (ii) to  affect  the  right  of the  Company  to
terminate the Shareholder's employment at any time.

                                       79
                                    - 309 -
<PAGE>

         7. Legend on  Certificates.  Upon the execution of this Agreement,  the
Shareholder shall deliver to the Company the certificates for the Shares so that
the  Company  can  place a legend in  substantially  the  following  form on the
reverse side of such certificates:

                  "The  shares of stock  represented  hereby are  subject to the
         terms and conditions of a Stock Redemption Agreement dated [Insert date
         of this Agreement],  between Asset Growth  Corporation and [Insert name
         of Shareholder] (the "Agreement")  restricting the  transferability  of
         this  certificate and of the shares  represented  hereby. A copy of the
         Agreement  is  filed  with  the  corporate   records  of  Asset  Growth
         Corporation.

         8.  Dilution and Other  Adjustments.  In the event of any change in the
outstanding  shares of the Company by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination or exchange
of shares,  or other similar event that equitably  requires an adjustment in the
number,  price, or kind of shares that have been sold pursuant hereto, then such
adjustment shall be made by the Company.

         9. Notices. Any notice, offer, request,  instruction, or other document
to be given hereunder by either party to the other shall be in writing and shall
be delivered personally or sent by registered mail, if to the Company, addressed
to the  President of DTN at DTN's  principal  place of  business,  and if to the
Shareholder, addressed to the Shareholder at his or her residence.

         10.  Nonassignability.  The rights and  obligations of the  Shareholder
arising under this Agreement shall not be assignable by the Shareholder. Nothing
expressed  or implied in this  Agreement  is intended to confer upon any person,
other than the parties hereto,  and their respective  successors,  heirs,  legal
representatives and permitted assigns,  any rights,  remedies,  obligations,  or
liabilities  by  reason  of this  Agreement.  In the  event of the  death of the
Shareholder, the provisions of this Agreement shall be binding upon the personal
representative of the Shareholder's estate.

         11. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal  substantive laws, and not the choice of law rules,
of the  State  of  Nebraska.  This  Agreement  may be  executed  in one or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together shall constitute one and the same agreement.

         12.  Entire  Agreement.  This  document  contains the entire  agreement
between the parties hereto with respect to the matters  contained  herein.  This
Agreement may not be changed orally but only by a written  instrument  signed by
both the Company and the  Shareholder.  The headings of the  paragraphs  in this
Agreement are solely for convenient reference.

         13.  Waivers.  The  waiver  by the  Company  of any  provision  of this
Agreement shall not operate as or be construed to be a subsequent  waiver of the
same provision or a waiver of any other provision hereof.

                                       80
                                    - 310 -
<PAGE>

         IN WITNESS  WHEREOF,  the Company has caused this  Agreement to be duly
executed in its corporate name, and the Shareholder has hereunto  affixed his or
her signature, all as of the day and year first above written.


                                      Asset Growth Corporation



                                      By:________________________________
                                      Title: ______________________



                                       ________________________________________
                                       [Insert name of Stockholder]

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                                    - 311 -