PURCHASE AND SERVICE AGREEMENT

         This  Purchase and Service  Agreement  ("this  Agreement")  is made and
entered  into  this       day of          ,  1997,  between  Data  Transmission
Network Corporation,  a Delaware corporation ("DTN"), whose address is 9110 West
Dodge  Road,  Suite  200,  Omaha,  Nebraska  68114,  and  Arkansas  Farm  Bureau
Federation   ("AFB"),   whose   address   is                         , Arkansas.

                                    RECITALS:
                                    ---------

          A. DTN is the owner and operator of an electronic  information  system
using color satellite data terminals (the "System") which continuously transmits
information  to DTN's  subscribers  ("DTN  Subscribers").  DTN provides  various
information services to DTN Subscribers over the System. One of such services is
known as the FarmDayta II service (the "FarmDayta II Service").

          B. AFB is a provider of services  to the  agriculture  industry in the
State of Arkansas.  AFB currently  transmits  information to  subscribers  ("AFB
Subscribers")  of its ACRES program on equipment  owned by AFB, which  equipment
includes a monitor,  databox, Ku satellite  receiver,  LNB, cable, and satellite
dish.  Such  satellite  dish,  LNB,  and cable  may be used by DTN in  providing
information to the DTN Subscribers on the System, while the monitor, databox and
Ku satellite receiver must be replaced with DTN's equipment.

          C. AFB desires for DTN to make the  FarmDayta II Service and its other
information  services  available to the AFB Subscribers and other members of AFB
and AFB is willing to promote  DTN's  information  services  as provided in this
Agreement.   DTN  desires  to  provide  its  information  services  to  the  AFB
Subscribers who contract to receive such services.

          D. AFB also  desires  for DTN to purchase  certain of AFB's  equipment
used by it in transmitting information to AFB Subscribers, and DTN is willing to
purchase such equipment pursuant to the terms of this Agreement.

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

         1.  Sale and Purchase.  DTN agrees to purchase from AFB, and AFB agrees
to sell to DTN the  equipment  and  accessories  now owned by AFB and  currently
being  used by the  Converted  Subscribers  (defined  below)  to  receive  AFB's
information service which shall include for each Converted Subscriber a monitor,
databox,  Ku satellite  receiver,  LNB, cable,  and satellite dish  (hereinafter
collectively   referred  to  as  a  "Unit").   AFB  represents  that  there  are
approximately  750 AFB  Subscribers who possess one Unit each. The Units used by
Converted  Subscribers which are to be sold to DTN are collectively  referred to
in this  Agreement as the  "Converted  Subscriber  Units".  For purposes of this
Agreement, the term "Converted Subscribers" shall mean those AFB Subscribers who
convert to and become DTN  Subscribers  during the  Conversion  Period  (defined
below)  upon the  terms  set  forth in this  Agreement,  including  the  minimum
requirement of a 1-year  subscription term. For purposes of this Agreement,  the
term  "Conversion  Period" shall mean the 120-day  period  following the date of

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this  Agreement.  In  addition,  DTN  agrees  to  purchase  those  sets of color
satellite  data  terminals  which AFB elects to sell (each set must consist of a
monitor, databox and Ku satellite receiver and is referred to herein as a "Color
Unit") and which are either  currently  being used by AFB Subscribers who do not
become Converted  Subscribers or held in inventory by AFB. Color Units shall not
include any Converted  Subscriber  Units.  For purposes of this  Agreement,  all
Converted Subscriber Units and Color Units shall be referred to in the aggregate
as the "Purchased Equipment".

          2. Payments.  In  consideration  for the  Purchased  Equipment and
for the services to be performed by AFB pursuant to this  Agreement,  DTN agrees
to pay AFB, and AFB agrees to accept from DTN as payment in full,  the following
payments:

          (a)      Six Hundred Dollars ($600) for each Converted Subscriber. DTN
                   shall  have  no  obligation  to  pay  $600  to  AFB  for  AFB
                   Subscribers who convert to and become DTN  Subscribers  after
                   the  Conversion  Period.  This fee shall be paid on or before
                   the 15th day of the month  following  the month in which such
                   Converted  Subscriber  begins to receive the DTN  information
                   service or the month in which that  portion of the  Converted
                   Subscriber Unit which is to be returned to DTN is received by
                   DTN in acceptable condition, whichever is later.

          (b)      Fifty  Dollars  ($50) for each Color Unit which AFB elects to
                   sell to DTN. This fee shall be paid on or before the 15th day
                   of the month  following  the month in which the Color Unit is
                   received by DTN in acceptable condition.

          (c)      During  the  term  of this  Agreement,  DTN  shall  pay AFB a
                   monthly fee determined by multiplying  Six Dollars ($6.00) by
                   the  number of paid  Converted  Subscribers  receiving  a DTN
                   information  service  during  such month.  The per  Converted
                   Subscriber fee shall be paid in arrears on or before the 15th
                   day of each  month  based  on the  number  of paid  Converted
                   Subscribers receiving the service in the prior month.

AFB shall be  responsible  for any sales or related  taxes which may result as a
result of the payments made to AFB under this Agreement.

          3. AFB Services.  During the Conversion Period, AFB shall solicit (via
telephone  call,  written  correspondence  or  face to face  meeting)  each  AFB
Subscriber to enter into DTN's standard form of  subscription  agreement for the
FarmDayta II Service or another  color service of DTN on the System for at least
a one (1) year  subscription  term. AFB agrees at its expense to send during the
Conversion Period to each AFB Subscriber a letter recommending DTN's information
services  to  such  AFB  Subscriber,  which  letter  is  to  be  accompanied  by
promotional  materials  furnished  by  DTN.  Such  letter  shall  be  in a  form

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satisfactory  to both DTN and AFB. AFB shall be  responsible  for  obtaining the
subscription  agreement  signed by the Converted  Subscriber and returning it to
DTN for acceptance by DTN. An AFB Subscriber  will not be considered a Converted
Subscriber  until  the  subscription  agreement  is  accepted  by DTN in  Omaha,
Nebraska.  DTN will then deliver to each Converted  Subscriber the DTN equipment
(likely to be the monitor,  databox and satellite receiver) which will be needed
to allow such Converted  Subscriber to receive the  applicable DTN service.  AFB
shall cause to be picked up from each Converted  Subscriber  that portion of the
Converted  Subscriber  Unit  which  has  been  replaced  by  the  DTN  equipment
(exclusive  of monochrome  monitors  believed to be  undesirable)  and, at AFB's
expense,  delivered to DTN. Where  possible,  such pick up and delivery shall be
accomplished  through  the use of UPS call tags.  AFB shall be  responsible  for
installing  or  assisting  the  Converted  Subscribers  in  installing  the  DTN
equipment  and  providing  the  necessary  assistance  and support to assure AFB
Subscribers  a smooth  conversion  to the System.  DTN will be  responsible  for
training Converted Subscribers on how to use the DTN equipment. In addition, AFB
shall at its  expense  deliver  the Color  Units to DTN no later than sixty (60)
days after the expiration of the Conversion Period.

         4.  DTN Services. DTN agrees to provide the FarmDayta II Service to
each Converted Subscriber at the same subscription rate at which such subscriber
currently receives the AFB service,  during the initial 12-month period in which
such subscriber is a Converted Subscriber. DTN agrees to provide its DTN AgDaily
service to each  Converted  Subscriber  at the  subscription  rate of Forty-Five
Dollars  ($45.00)  per month  during the initial  12-month  period in which such
subscriber  is a  Converted  Subscriber.  With  respect  to any DTN  information
service  offered on the color platform  (other than the FarmDayta II Service and
the DTN AgDaily  service),  DTN will offer a Converted  Subscriber a Five Dollar
($5.00) discount from DTN's standard monthly  subscription rate for such service
during the  initial  12-month  period in which such  subscriber  is a  Converted
Subscriber.  A Converted  Subscriber also will receive no initiation or start up
fee with its initial DTN subscription. DTN will impose no more than a Two Dollar
($2.00)  increase in the standard  monthly  subscription  rate during the second
12-month  subscription  period  for  those  Converted  Subscribers  who have not
changed the DTN information  service initially received by them. During the term
of this  Agreement,  DTN will  furnish to AFB that number of  complimentary  DTN
units which equals the number of complimentary  units currently furnished to AFB
in the ACRES program or a maximum of twenty (20),  whichever is less. Such units
shall consist of no more than three units receiving the FarmDayta II Service, no
more than three units  receiving  DTN's  AgDaily Pro  service,  no more than two
units  receiving real time commodity  quotations,  and the remaining units shall
receive DTN's basic  AgDaily  service.  AFB and DTN will execute DTN's  standard
Subscription  Agreements  applicable  to the  various  services,  which  will be
provided  free of  charge,  except  AFB will be  responsible  for all real  time
exchange fees. DTN also shall provide to AFB during the term of this  Agreement,
free of charge,  a 5-page DTN Group E-Mail segment (to be used by the Vocational
Agriculture  Department)  and an 11-page DTN Group E-Mail segment (to be used by
the  Cooperative  Extension  Service)  on the System for  delivery  to those DTN
Subscribers in Arkansas designated by AFB. Such segments will be updated no more
than once per calendar week. AFB and DTN will execute DTN's standard  Electronic
Mail Service Agreement applicable to such services.

         5.  Term. The term of this  Agreement shall be for a period of ten (10)
years from the date of this  Agreement,  unless  this  Agreement  is  terminated

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earlier as  otherwise  provided in this  Agreement.  This  Agreement  also shall
terminate  upon the  occurrence of the first to occur of either of the following
events:

         (i)     The mutual written agreement of both DTN and AFB; or

         (ii)    The  adjudication  of  either  party  as a  bankrupt,  the
                 execution by either party of an assignment for the benefit
                 of its  creditors,  or the  appointment  of a receiver for
                 either  party  or  substantially  all  of  either  party's
                 property.

         6.  Promotion.  During  the  term  of this  Agreement,  AFB  agrees  to
encourage all AFB members to use DTN's services and to otherwise  promote to all
AFB  members  the DTN  services  being  provided  on the  System.  AFB agrees to
cooperate  with DTN to  market  DTN's  services  to all AFB  members;  provided,
however,  AFB  shall  not be  required  to incur  out-of-pocket  costs  for such
marketing, except as specifically provided in this Agreement.

         7.  Cotton/Rice  Information.  During  the  term of this  Agreement
(so long as such  information  or similar  information is available to AFB), AFB
will  furnish  to DTN  for  transmission  on the  System  the  cotton  and  rice
information  package currently provided by AFB to AFB Subscribers under the name
of Gene Martin (the "Cotton/Rice  Information").  AFB may rename the Cotton/Rice
Information  at its  discretion  if Mr.  Gene  Martin is no longer  involved  in
furnishing  such  information.  During  the  term of this  Agreement,  DTN  will
transmit the Cotton/Rice Information free of charge to all Converted Subscribers
who remain DTN  Subscribers.  During those  periods in which DTN elects to offer
the Cotton/Rice  Information to DTN Subscribers  located in Arkansas (other than
the Converted Subscribers), DTN will offer such information free of charge.

         8.  Sales Agency.  After the Conversion Period, AFB shall be eligible
to act as a sales  agent of DTN to  solicit  and obtain  subscriptions  to DTN's
information services.  AFB shall receive $200 for obtaining a basic subscription
agreement  with a new  DTN  Subscriber  and  $350  for  obtaining  a  real  time
subscription agreement with a new DTN Subscriber. AFB and DTN will execute DTN's
standard Sales Agency  Agreement upon the foregoing  terms.  AFB will be a sales
agent of DTN only for the purposes and to the extent expressly set forth in such
Sales Agency Agreement and its relationship  with DTN shall be solely that of an
independent contractor.  AFB also shall be entitled to receive a referral fee of
$50.00 for any referral which results in a new DTN Subscriber.  Any solicitation
at an AFB meeting which results in a new DTN  Subscriber or generates a referral
which leads to a new DTN Subscriber  shall entitle AFB to the applicable fees as
set forth in this paragraph regardless of whether such solicitation is made by a
DTN sales representative or a staff member of AFB.

         9.  Bill of Sale. Concurrently with the execution of this Agreement,
AFB agrees to sell, transfer, assign and convey to DTN the Purchase Equipment by
duly executed warranty bill of sale and assignment, free and clear of all liens,
encumbrances, security interests, leasehold interests, actions, claims, and

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equities of any kind  whatsoever.  AFB 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 DTN to any of the items of personal  property
acquired by DTN from AFB  pursuant to this  Agreement.  DTN shall be entitled to
possession of the  Purchased  Equipment  upon the  execution of this  Agreement;
provided,  however, that AFB agrees to maintain full replacement value insurance
on the Purchased Equipment until it is transported to DTN.

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

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

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

         13. Covenant Not to Compete.  After the  Conversion  Period and during
each month of the term of this  Agreement  in which AFB receives at least $2,000
in fees pursuant to Paragraph  2(c) of this  Agreement,  AFB and its  affiliates
shall not, directly or indirectly, whether as an agent, consultant,  independent
contractor, owner, partner or otherwise:

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

         b)       Offer,  transmit, facilitate  or promote  the  distribution or
                  transmission to AFB  members of information services in compe-
                  tition with DTN.

The phrase "in competition with DTN" shall mean any business that distributes or
transmits  via any  electronic  information  system the same or similar  type of

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information as currently  offered by AFB on its ACRES program or the Cotton/Rice
Information; provided, however, AFB shall retain the right to continue providing
(i) the Cotton/Rice  Information to ACRES pursuant to its existing  contract and
(ii) in the  context  and via the medium  currently  provided,  its  information
services  other  than  its  ACRES  program.  Accordingly,  AFB  shall  terminate
operation of its ACRES program by the end of the Conversion Period. AFB shall be
responsible  for all of its  obligations  to AFB  Subscribers  and DTN  does not
assume any of such obligations.

         The  covenants  contained  in this  Section 13 are  independent  of one
another and are  severable.  In the event any part of the covenants set forth in
this Section shall be held to be invalid or  unenforceable,  the remaining parts
thereof will continue to be valid and  enforceable.  If any  provisions of these
covenants relating to the time period, activity and/or area of restriction shall
be  declared by a court of  competent  jurisdiction  to exceed the maximum  time
periods,  activities or areas which such court deems reasonable and enforceable,
such time period,  activity and/or area of restriction shall be deemed to be the
maximum time period,  activity and/or area which such court deems reasonable and
enforceable. AFB acknowledges that the restrictions contained in this Section 13
are  reasonable  and  necessary  to protect the  goodwill of that portion of the
business of AFB being acquired by DTN pursuant to this Agreement.

         14. 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.

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

         16. Notices.  Any and all written notices,  communications  or payments
shall be made to the  respective  parties at their  addresses  indicated  in the
first  paragraph  of this  Agreement  or at such other  address as the party may
indicate in a written notice to the other party of this Agreement.

         17. 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.

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

         19. Binding  Effect.  This Agreement shall be binding upon and inure to
the  benefit  of the  parties  hereto  and their  respective  successors,  legal
representatives,  and assigns;  provided,  however, that the rights, duties, and

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privileges of AFB hereunder may not be assigned or otherwise  transferred by it,
in whole or in part,  without  the  prior  written  consent  of DTN which may be
withheld for any reason.

         20. Default.  This  Agreement  may be  terminated by either party upon
twenty (20) days prior written notice if the other party has materially breached
the  provisions  of this  Agreement  and has not cured such  breach  within such
notice period.  Upon the occurrence of any event of default,  the non-defaulting
party  may  exercise  any right or remedy  which  may be  available  to it under
applicable law.

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

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

                                             DATA TRANSMISSION NETWORK
                                             CORPORATION, a Delaware corporation


                                             By:
                                                --------------------------------
                                             Title:
                                                   -----------------------------



                                             ARKANSAS FARM BUREAU FEDERATION


                                             By:
                                                --------------------------------
                                             Title:
                                                   -----------------------------

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