FOURTH AMENDMENT TO 1997 REVOLVING CREDIT AGREEMENT


         THIS FOURTH  AMENDMENT to 1997 REVOLVING  CREDIT AGREEMENT (the "Fourth
Amendment")  is  intended  to  amend  the  terms of the  1997  Revolving  Credit
Agreement  (the  "Agreement")  dated as of  February  26,  1997,  as  previously
amended,  among DATA TRANSMISSION  NETWORK  CORPORATION;  FIRST NATIONAL BANK OF
OMAHA;  FIRST NATIONAL  BANK,  WAHOO,  NEBRASKA;  NBD BANK,  N.A.;  NORWEST BANK
NEBRASKA, N.A.; THE SUMITOMO BANK, LIMITED;  MERCANTILE BANK OF ST. LOUIS, N.A.;
U.S.  BANK,  NATIONAL  ASSOCIATION  (formerly  known  as  First  Bank,  National
Association);  BANK OF MONTREAL;  LASALLE NATIONAL BANK; and  NATIONSBANK,  N.A.
(successor  to  THE  BOATMEN'S  NATIONAL  BANK  OF ST.  LOUIS).  All  terms  and
conditions  of the  Agreement  shall  remain in full force and effect  except as
expressly  amended herein.  All capitalized terms herein shall have the meanings
prescribed in the Agreement. The Agreement shall be amended as follows:

     1.  The definitions in Article I of the Agreement are amended as follows:

     Lenders:   FNB-O,  FNB-W, NBD,  Norwest,  LaSalle,  Mercantile,  U.S. Bank,
                Montreal and Nationsbank, in their capacity as Revolving Lenders
                under this Agreement,  the Term Lenders,  lenders of the Related
                Bank Debt,  Nationsbank,  as  successor in interest to Boatmen's
                (as to Articles VI and VII and as to Section 8.6 only), and such
                additional  lenders as may be added  hereto or thereto from time
                to time.

     Revolving  FNB-O,  FNB-W, NBD,  Norwest,  LaSalle,  Mercantile,  U.S. Bank,
     Lenders:   Montreal and Nationsbank,  and such additional Revolving Lenders
                as may be added as Revolving  Lenders  under  Section 2.1 hereto
                from time to time by mutual written agreement of the parties.

     2.  The  following  shall be added to the  definitions  in Article I of the
         Agreement:
     

     Nationsbank:  Nationsbank, N.A., a national banking association,  having an
                   office at 800 Market Street, 12th Floor, St. Louis,  Missouri
                   63101-2506, and its successors and assigns.

     U.S Bank:  U.S.  Bank,  formerly  known as First Bank,  a national  banking
                association having its principal place of business at 13th and M
                Streets,   Lincoln,  Nebraska  68508,  and  its  successors  and
                assigns.

                                       1
                                    - 457 -
<PAGE>

     3.  Section 2.1 of the Agreement is hereby amended to read as follows:

         2.1 Revolving  Credit.  Until the earlier of June 30, 2000, or the date
         on which the loan  hereunder is converted to a term loan in  accordance
         with Section  2.4, the  Revolving  Lenders  severally  agree to advance
         funds for general  corporate  purposes not to exceed  $65,000,000  (the
         "Base Revolving Credit Facility") to the Borrower on a revolving credit
         basis (amounts  outstanding under the Acquisition Notes,  Existing Term
         Notes and  Related  Bank Debt  shall not be counted  against  such Base
         Revolving Credit Facility limit).  Such Advances shall be made on a pro
         rata basis by the Revolving  Lenders,  based on the  following  maximum
         advance limits and applicable  percentages  for each Revolving  Lender:
         (i) as to  FNB-O,  $13,000,000  (20.0%);  (ii)  as to  FNB-W,  $325,000
         (.50%);  (iii)  as to  NBD,  $2,015,000  (3.1%);  (iv)  as to  Norwest,
         $6,500,000 (10.0%); (v) as to LaSalle,  $8,320,000 (12.8%);  (vi) as to
         Nationsbank,  $8,515,000 (13.1%);  (vii) as to Mercantile,  $11,245,000
         (17.3%),  (viii) as to U.S. Bank,  $8,515,000  (13.1%);  and (ix) as to
         Montreal, $6,565,000 (10.1%). The Borrower shall not be entitled to any
         Advance  hereunder if, after the making of such  Advance,  the Leverage
         Ratio  would  exceed  thirty-six  (36),  determined  at the time of the
         Advance.  Nor shall the  Borrower be  entitled to any further  Advances
         hereunder  after the  occurrence  of a material  adverse  change in its
         management  personnel,  as described in Section  4.14(b),  or after the
         occurrence  of any  Event of  Default  with  respect  to the  Borrower.
         Advances shall be made, on the terms and conditions of this  Agreement,
         upon the Borrower's request. Requests shall be made by 12:00 noon Omaha
         time on the  Business Day prior to the  requested  date of the Advance.
         Requests  shall  be  made  by   presentation  to  FNB-O  of  a  drawing
         certificate in the form of Exhibit B. The Borrower's obligation to make
         payments of principal  and interest on the foregoing  revolving  credit
         indebtedness shall be further evidenced by the Revolving Credit Notes.

     4.  Section 2.5 of the Agreement is hereby amended to read as follows:

         2.5 Interest on  Converted  Notes.  After  Conversion,  interest  shall
         accrue on the  Principal  Loan  Amount  outstanding  on the  respective
         Converted  Note  from  time to time at a  variable  rate,  which  shall
         fluctuate on a monthly  basis,  which is equal to the Revolving  Credit
         Rate plus one quarter of one percent (.25%).  For purposes of computing
         such variable rate,  changes in the Base Rate shall be effective on the
         first day of each  month  based on the Base Rate in effect on such day.
         Notwithstanding  anything  in  the  foregoing  to the  contrary,  after
         Conversion,  the Borrower may elect to have a fixed interest rate apply
         to the  outstanding  Principal  Loan Amount  converted and  outstanding
         after the date of giving notice of such fixed rate election (the "Fixed
         Rate Notice"). Such fixed rate shall be the greater of:

         (a)    the Revolving  Credit Rate in effect on the date of the notice1,
                plus three-eighths of one percent (.375%), or

         (b)    the average of the yields on constant  maturity  Treasury  Bonds
                with maturities of three (3) years and five (5) years, as quoted
                in the  immediately  preceding  monthly  Release  for the  month
                preceding such Release,  plus the incremental  percentage  shown
                below:

                                Leverage Ratio1            Incremental %

                                Greater than 36               2.25%

                                Greater than 24 but
                                not in excess of 36           2.00%

                                24 or less                    1.75%

                                       2
                                    - 458 -
<PAGE>

     Any  election  of  a  fixed  rate  by  the  Borrower  shall  be  final  and
     irrevocable.  Interest  shall  be due  each  month  concurrently  with  the
     Borrower's  principal  payment.  Notwithstanding  anything to the  contrary
     elsewhere  herein,  after an Event of Default has occurred  interest  shall
     accrue on the entire  outstanding  balance of principal and interest on all
     indebtedness hereunder at a fluctuating rate equal to the Default Rate. All
     interest due under this  Agreement  shall be calculated on the basis of the
     actual  number of days  outstanding  and a  360-day  year.  Interest  shall
     continue to accrue on the full unpaid balance of all indebtedness hereunder
     notwithstanding  any  permitted or  unpermitted  failure of the Borrower to
     make a scheduled  payment or the fact that a scheduled payment day falls on
     a day other than a Business Day. If the  Borrower's  most recent  Quarterly
     Compliance  Certificate shows that, as of the end of the prior quarter, the
     Leverage  Ratio was at such date more than  thirty-six  (36),  the  current
     quarter  shall be deemed a  "Restricted  Quarter."  If,  any time  during a
     Restricted Quarter  (including,  without  limitation,  during any period in
     such quarter  prior to delivery of the Quarterly  Compliance  Certificate),
     the interest rate  accruing on any Existing Term Note or Converted  Note is
     less than seven and one-half  percent  (7.50%) per annum, a "Trigger Event"
     shall be deemed to have  occurred.  Upon the occurrence of a Trigger Event,
     the  Borrower   shall  be  obligated  to  pay  the  following   fees:   (i)
     three-eighths of one percent (.375%) of the outstanding  principal  balance
     as of the date  preceding  the Trigger  Event of each Existing Term Note or
     Converted  Note which  accrues  interest  at less than  seven and  one-half
     percent  (7.50%) per annum,  which  amount shall be payable  promptly  upon
     invoicing by FNB-O; (ii) the same amount as computed in clause (i), payable
     on the six (6) month  anniversary of the Trigger Event;  and (iii) the same
     amount  as  computed  in clause  (i),  payable  on the  twelve  (12)  month
     anniversary of the Trigger Event.


-----------------

1 Determined  based on the Leverage Ratio  calculated on the Total  Indebtedness
and Operating  Cash Flow as ofthe last day of the preceding  month,  adjusted to
show  any  increases  in teh  Leverage  Ratio as a result  of  additional  Total
Indebtedness   incurred  (reduced  by  any  principal  payments  on  such  Total
Indebtedness)  during the quarter in which the rate is being fixed as  described
above.

                                      3
                                    - 459 -
<PAGE>

     5.  Section 4.4 (a) is hereby amended to read as follows:

         (a)    The Borrower  shall not at any time permit the Leverage Ratio to
                exceed forty-eight (48).

                                    
     6.  Section 4.19 is hereby amended to read as follows:

         4.19 Capital  Expenditures.  The Borrower shall not incur in any fiscal
         year,  commencing  with the  fiscal  year  beginning  January  1, 1998,
         capital expenditures,  determined in accordance with generally accepted
         accounting principles, of more than $2,000,000; provided, however, that
         capital expenditures for (a) equipment to be used by Subscribers of the
         Borrower,  and (b)  telecommunication  equipment,  computer  equipment,
         software,  and software consulting shall not be counted for purposes of
         this annual limitation.

     7.  Section 4.20 is hereby amended to read as follows:
                
         4.20  Acquisitions.  The  Borrower  shall not  acquire any stock or any
         equity interest in, or warrants therefor or securities convertible into
         the same, or a  substantial  portion of the assets of,  another  entity
         without the prior written consent of the Revolving  Lenders;  provided,
         however,  that the Borrower  shall be permitted to make on a cumulative
         basis from and after July 1, 1998,  such  acquisitions in an amount not
         to exceed Twenty Million Dollars ($20,000,000) in the aggregate without
         the consent of the Revolving Lenders if:

         (a)    such acquisitions are in or from entities which:

         (i)    are   in   the   business   of   electronically    communicating
                time-sensitive information to subscribers;

         (ii)   have their  principal  place of business in the United States or
                Canada; and

         (iii)  have a  positive  operating  cash flow,  calculated  in the same
                method as is used to calculate  the  Borrower's  Operating  Cash
                Flow for purposes of this Agreement; and

         (b)    the Borrower or any  Subsidiary  is not, and  immediately  after
                making  such  acquisition,  will  not be in  default  under  any
                covenant or provisions  of this  Agreement  (including,  without
                limitation,  the covenants and provisions  pertaining to minimum
                net worth and limitations on indebtedness); and

         (c)    no one acquisition exceeds Ten Million Dollars ($10,000,000).

                                       4
                                    - 460 -
<PAGE>


     8.  Exhibits A, B and C are hereby amended to read as shown on the attached
         Exhibits A, B and C to this Fourth Amendment.

     9.  All  references to June 30, 1999, in the Agreement  shall be amended to
         read June 30, 2000.

     10. Effective as of May 15, 1998, the Borrower shall issue new Notes in the
         form  specified in Exhibit A hereto to the Revolving  Lenders.  On such
         date,  the  Revolving  Lenders  shall  either lend,  or be repaid,  the
         principal  amounts  shown on  Exhibit D hereof,  so that the  principal
         amounts  outstanding on the Base Revolving  Credit  Facility will match
         the percentages  shown for each Revolving  Lender in Section 2.1 of the
         Agreement as amended by this Fourth Amendment. Upon the delivery of the
         new Notes,  the existing  Revolving Credit Lenders will cancel and will
         return to the Borrower the existing  Revolving Credit Notes.  Effective
         as of May 15,  1998,  The  Sumitomo  Bank,  Limited  will cease to be a
         Revolving  Lender.  On such  date,  the  Borrower  shall  repay  to The
         Sumitomo Bank,  Limited the principal  amount shown on Exhibit D hereto
         and shall pay all accrued  interest and any other  amounts then due and
         payable to The  Sumitomo  Bank,  Limited.  Upon receipt of such amounts
         from or on behalf of the  Borrower,  The  Sumitomo  Bank,  Limited will
         cancel and return to the Borrower its Revolving Credit Note.

     11. In   connection   with  this   Fourth   Amendment   the   Borrower   is
         contemporaneously  executing and  delivering to the Banks revised Notes
         dated as of the date hereof in the respective  principal  amounts shown
         in Section 3 above.

     12. This Fourth  Amendment  shall not affect and there  remain  outstanding
         from the Borrower to the Banks, the Existing Term Notes and the Related
         Bank Debt.

     13. This Fourth Amendment may be executed in several  counterparts and such
         counterparts  together shall  constitute  one and the same  instrument.
         
         Except as expressly  agreed  herein,  all terms of the Agreement  shall
         remain in full force and effect.

         IN WITNESS WHEREOF, the undersigned have executed this FOURTH AMENDMENT
TO 1997 REVOLVING CREDIT AGREEMENT dated as of May 15, 1998.



                                      DATA TRANSMISSION NETWORK CORPORATION



                                      By /s/ Brian L. Larson
                                        ----------------------------------
                                         Brian L. Larson
                    
                                        Title: Vice President, Secretary &
                                         Treasurer


                                       5
                                    - 461 -
<PAGE>




                                      FIRST NATIONAL BANK OF OMAHA



                                      By /s/ James P. Bonham
                                        -------------------------------
                                        James P. Bonham

                                        Title: Vice President






NOTICE: A credit  agreement must be in writing to be enforceable  under Nebraska
law. To protect you and us from any  misunderstandings  or disappointments,  any
contract,  promise,  undertaking,  or offer to forebear repayment of money or to
make any other financial  accommodation in connection with this loan of money or
grant or extension of credit,  or any amendment of,  cancellation of, waiver of,
or  substitution  for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.

                                      INITIALED:


                                      Borrower


                                       6
                                    - 462 -
<PAGE>




                                      THE SUMITOMO BANK, LIMITED


                                      By /s/ Brian M. Smith
                                        -------------------------------
                                        Brian M. Smith
                    
                                        Title: Sr. Vice President 






NOTICE: A credit  agreement must be in writing to be enforceable  under Nebraska
law. To protect you and us from any  misunderstandings  or disappointments,  any
contract,  promise,  undertaking,  or offer to forebear repayment of money or to
make any other financial  accommodation in connection with this loan of money or
grant or extension of credit,  or any amendment of,  cancellation of, waiver of,
or  substitution  for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.

                                      INITIALED:


                                      Borrower


                                       7
                                    - 463 -
<PAGE>






                                      FIRST NATIONAL BANK, WAHOO,
                                      NEBRASKA



                                      By /s/ Elizabeth Rezac
                                        -------------------------------
                                        Elizabeth Rezac
          
                                        Title: Second Vice President








NOTICE: A credit  agreement must be in writing to be enforceable  under Nebraska
law. To protect you and us from any  misunderstandings  or disappointments,  any
contract,  promise,  undertaking,  or offer to forebear repayment of money or to
make any other financial  accommodation in connection with this loan of money or
grant or extension of credit,  or any amendment of,  cancellation of, waiver of,
or  substitution  for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.

                                      INITIALED:


                                      Borrower


                                       8
                                    - 464 -
<PAGE>




                                      NBD BANK


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










NOTICE: A credit  agreement must be in writing to be enforceable  under Nebraska
law. To protect you and us from any  misunderstandings  or disappointments,  any
contract,  promise,  undertaking,  or offer to forebear repayment of money or to
make any other financial  accommodation in connection with this loan of money or
grant or extension of credit,  or any amendment of,  cancellation of, waiver of,
or  substitution  for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.

                                      INITIALED:


                                      Borrower


                                       9
                                    - 465 -
<PAGE>




                                      NORWEST BANK NEBRASKA, N.A.




                                      By /s/ Kevin Munro
                                        -------------------------------
                                        Kevin Munro
          
                                        Title: Vice President












NOTICE: A credit  agreement must be in writing to be enforceable  under Nebraska
law. To protect you and us from any  misunderstandings  or disappointments,  any
contract,  promise,  undertaking,  or offer to forebear repayment of money or to
make any other financial  accommodation in connection with this loan of money or
grant or extension of credit,  or any amendment of,  cancellation of, waiver of,
or  substitution  for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.

                                      INITIALED:


                                      Borrower


                                       10
                                    - 466 -
<PAGE>




                                      LASALLE NATIONAL BANK, a national
                                      banking association




                                      By /s/ Tom Harmon
                                        ------------------------------- 
                                        Tom Harmon
                                                
                                        Title: Assistant Vice President










NOTICE: A credit  agreement must be in writing to be enforceable  under Nebraska
law. To protect you and us from any  misunderstandings  or disappointments,  any
contract,  promise,  undertaking,  or offer to forebear repayment of money or to
make any other financial  accommodation in connection with this loan of money or
grant or extension of credit,  or any amendment of,  cancellation of, waiver of,
or  substitution  for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.

                                      INITIALED:


                                      Borrower


                                       11
                                    - 467 -
<PAGE>





                                      MERCANTILE BANK OF
                                      ST. LOUIS, N.A.


                                      By /s/ Joseph L. Sooter, Jr.
                                        -------------------------------
                                        Joseph L. Sooter, Jr.

                                        Title: Vice President






NOTICE: A credit  agreement must be in writing to be enforceable  under Nebraska
law. To protect you and us from any  misunderstandings  or disappointments,  any
contract,  promise,  undertaking,  or offer to forebear repayment of money or to
make any other financial  accommodation in connection with this loan of money or
grant or extension of credit,  or any amendment of,  cancellation of, waiver of,
or  substitution  for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.

                                      INITIALED:


                                      Borrower



                                       12
                                    - 468 -
<PAGE>




                                      U.S. BANK, NATIONAL ASSOCIATION


                                      By /s/ Beth Morgan
                                        -------------------------------
                                        Beth Morgan

                                        Title: Vice President










NOTICE: A credit  agreement must be in writing to be enforceable  under Nebraska
law. To protect you and us from any  misunderstandings  or disappointments,  any
contract,  promise,  undertaking,  or offer to forebear repayment of money or to
make any other financial  accommodation in connection with this loan of money or
grant or extension of credit,  or any amendment of,  cancellation of, waiver of,
or  substitution  for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.

                                      INITIALED:


                                      Borrower



                                       13
                                    - 469 -
<PAGE>



                                      NATIONSBANK, N.A.



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










NOTICE: A credit  agreement must be in writing to be enforceable  under Nebraska
law. To protect you and us from any  misunderstandings  or disappointments,  any
contract,  promise,  undertaking,  or offer to forebear repayment of money or to
make any other financial  accommodation in connection with this loan of money or
grant or extension of credit,  or any amendment of,  cancellation of, waiver of,
or  substitution  for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.

                                      INITIALED:


                                      Borrower



                                       14
                                    - 470 -
<PAGE>



                                      BANK OF MONTREAL,
                                      Chicago Branch




                                      By /s/ W. T. Calder
                                        -------------------------------
                                        W. T. Calder
                                             
                                        Title:  Director










NOTICE: A credit  agreement must be in writing to be enforceable  under Nebraska
law. To protect you and us from any  misunderstandings  or disappointments,  any
contract,  promise,  undertaking,  or offer to forebear repayment of money or to
make any other financial  accommodation in connection with this loan of money or
grant or extension of credit,  or any amendment of,  cancellation of, waiver of,
or  substitution  for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.

                                      INITIALED:


                                      Borrower


                                       15
                                    - 471 -
<PAGE>


                                    EXHIBIT A



                       TO 1997 REVOLVING CREDIT AGREEMENT
                                      among
                           DATA TRANSMISSION NETWORK,
                          FIRST NATIONAL BANK OF OMAHA,
                      FIRST NATIONAL BANK, WAHOO, NEBRASKA,
                                    NBD BANK,
                          NORWEST BANK NEBRASKA, N.A.,
                               NATIONSBANK, N.A.,
                       MERCANTILE BANK OF ST. LOUIS, N.A.,
                        U.S. BANK, NATIONAL ASSOCIATION,
                                BANK OF MONTREAL
                                       AND
                              LASALLE NATIONAL BANK




                                  FORM OF NOTES


                                       16
                                    - 472 -
<PAGE>



SECURED BUSINESS PROMISSORY NOTE


Omaha, Nebraska                       $
                      , 19                                     June 30, 2000
-----------------         ----                               ------------------
(Note Date)                                                   (Maturity Date)


                              REVOLVING NOTE TERMS

     On or before June 30, 2000, DATA TRANSMISSION NETWORK CORPORATION ("Maker")
promises to pay to the order of [REVOLVING  LENDER] ("Lender") the principal sum
hereof,  which  shall be the  lesser  of                    Dollars,  or so much
thereof as may have been advanced by Lender,  either directly under this Note or
as an  advance  pursuant  to the 1997  Revolving  Credit  Agreement  dated as of
February 26, 1997,  as amended from time to time (the  "Agreement")  among Maker
and Lender, First National Bank of Omaha, First National Bank, Wahoo,  Nebraska,
NBD Bank, Norwest Bank Nebraska, N.A., LaSalle National Bank, Nationsbank, N.A.,
Mercantile Bank of St. Louis,  N.A., Bank of Montreal,  and U.S. Bank,  National
Association  (collectively,  the "Lenders").  All capitalized  terms not defined
herein shall have their respective meanings as set forth in the Agreement.

     Interest  shall accrue on the  principal  sum hereof from and including the
Note Date above to the earlier of the  Maturity  Date or the date of  Conversion
(as such term is defined hereafter) at a variable rate, which shall fluctuate on
a monthly  basis,  equal to the rate announced from time to time by FNB-O as its
"National  Base Rate" minus a margin as  determined  below.  The margin shall be
adjusted quarterly after receipt of Maker's Quarterly Compliance Certificate (as
defined in the Agreement),  commencing with the Quarterly Compliance Certificate
for the quarter ended June 30, 1998.  Adjustments  shall be  retroactive  to the
beginning of the current quarter.

         (a) If the Quarterly  Compliance  Certificate shows that, as of the end
     of the prior  quarter,  the Leverage  Ratio was greater than 42, the margin
     for the current  quarter  (meaning the quarter in which the  certificate is
     required to be delivered) shall be .25%.

         (b) If the Quarterly  Compliance  Certificate shows that, as of the end
     of the prior  quarter,  the Leverage Ratio was greater than 36 but equal to
     or less than 42, the margin for the current quarter shall be .50%.

         (c) If the Quarterly  Compliance  Certificate shows that, as of the end
     of the prior  quarter,  the Leverage Ratio was greater than 30 but equal to
     or less than 36, the margin for the current quarter shall be .75%.


                                       17
                                    - 473 -
<PAGE>

         (d) If the Quarterly  Compliance  Certificate shows that, as of the end
     of the prior  quarter,  the Leverage Ratio was greater than 24 but equal to
     or less than 30, the margin for the current quarter shall be 1.00%.

         (e) If the Quarterly  Compliance  Certificate shows that, as of the end
     of the prior  quarter,  the Leverage Ratio was greater than 18 but equal to
     or less than 24, the margin for the current quarter shall be 1.25%.

         (f) If the Quarterly  Compliance  Certificate shows that, as of the end
     of the prior quarter,  the Leverage Ratio was equal to or less than 18, the
     margin for the current quarter shall be 1.375%.

The Base Rate minus the  applicable  margin as determined  above is  hereinafter
referred to as the  "Revolving  Credit Rate."  Changes in the Base Rate shall be
effective on the first day of each month, based on the Base Rate in effect as of
such day.  Interest  shall be due upon the  rendering  of each  monthly  invoice
therefor by FNB-O.


                                 TERM NOTE TERMS

     Upon the earlier of: (i) June 30, 2000;  or (ii) Maker's  giving  notice of
its election to convert the revolving credit loan evidenced by this Note, or any
portion  thereof,  to a term  loan,  the  revolving  loan  referenced  above (or
applicable  portion  thereof)  shall be  deemed  converted  to a term  loan (the
"Conversion").  Any such term loan shall be evidenced  by notes (the  "Converted
Notes") separate from the initial  Revolving Credit Notes.  Upon the issuance of
Converted Notes, the Revolving Credit Facility shall be reduced by the principal
amount of such  Converted  Notes and no  further  Advances  shall be made by the
Revolving  Lenders  on the  converted  amount.  The then  outstanding  principal
hereunder  shall become due and payable in  forty-eight  equal  installments  of
principal,  with the  first  such  installment  due on the last day of the month
following  Conversion,  or,  if such  day is not a  Business  Day,  on the  next
succeeding  Business Day,  subsequent  installments  due on the last day of each
consecutive  month  thereafter.  In any  event,  the total  amount of all unpaid
principal and accrued interest  hereunder shall be due and payable no later than
June 30, 2004.

     After Conversion,  interest shall accrue on the principal  outstanding from
time to time at a variable rate, which shall fluctuate on a monthly basis, which
is equal to the Revolving  Credit Rate plus .25%. For purposes of computing such
variable  rate,  changes in the Base Rate shall be effective on the first day of
each  month  based on the  Base  Rate in  effect  on such  day.  Notwithstanding
anything in the foregoing to the contrary, after Conversion,  Maker may elect to
have a fixed  interest  rate  apply to the  outstanding  Principal  Loan  Amount
converted  and  outstanding  after the date of giving  notice of such fixed rate
election  (the  "Fixed  Rate  Notice").  Such  fixed  rate shall be equal to the
greater of:

                                       18
                                    - 474 -


<PAGE>

         (a) the  Revolving  Credit  Rate in effect on the date of the  notice2,
     plus .375%, or

         (b) the average of the yields on constant  maturity Treasury Bonds with
     maturities  of three  years and five  years,  as quoted in the  immediately
     preceding monthly Federal Reserve  Statistical Release (the "Release") plus
     the following  incremental  percentage  determined  based upon the Leverage
     Ratio3:  (x) if the  Leverage  Ratio is greater  than 36,  the  incremental
     percentage shall be 2.25%; (y) if the Leverage Ratio is greater than 24 but
     not in excess of 36, the incremental  percentage shall be 2.00%; and (z) if
     the Leverage  Ratio is 24 or less,  the  incremental  percentage  should be
     1.75%;


Any election of a fixed rate by Maker shall be final and  irrevocable.  Interest
shall  be due  each  month  concurrently  with the  Maker's  principal  payment.
Notwithstanding  anything to the contrary  elsewhere  herein,  after an Event of
Default has occurred interest shall accrue on the entire outstanding  balance of
principal and interest at a fluctuating rate equal to the Default Rate. Interest
shall be calculated on the basis of the actual number of days  outstanding and a
360-day  year.  Interest  shall  continue to accrue on the full  unpaid  balance
hereunder  notwithstanding any permitted or unpermitted failure of Maker to make
a  scheduled  payment or the fact that a  scheduled  payment  day falls on a day
other  than  a  Business  Day.  If  Maker's  most  recent  Quarterly  Compliance
Certificate  shows that, as of the end of the prior quarter,  the Leverage Ratio
was in  excess  of  thirty-six  (36),  the  current  quarter  shall be  deemed a
"Restricted  Quarter."  If, any time  during a  Restricted  Quarter  (including,
without  limitation,  during any period in such quarter prior to delivery of the
Quarterly  Compliance  Certificate),  the interest rate accruing on any Existing
Term Note (as defined in the Agreement) or Converted Note is less than 7.50% per
annum, a "Trigger  Event" shall be deemed to have occurred.  Upon the occurrence
of a Trigger  Event,  Maker shall be obligated to pay the  following  fees:  (i)
 .375% of the outstanding  principal balance as of the date preceding the Trigger
Event of each  Existing Term Note or Converted  Note which  accrues  interest at
less than seven and  one-half  percent  (7.50%) per annum which  amount shall be
payable  promptly upon  invoicing by FNB-O;  (ii) the same amount as computed in
clause (i), payable on the six-month anniversary of the Trigger Event; and (iii)
the  same  amount  as  computed  in  clause  (i),  payable  on the  twelve-month
anniversary of the Trigger Event.

2 Determined  based on the Leverage Ratio  calculated on the Total  Indebtedness
and Operating Cash Flow as of the last day of the preceding  month,  adjusted to
show  any  increases  in the  Leverage  Ratio as a result  of  additional  Total
Indebtedness   incurred  (reduced  by  any  principal  payments  on  such  Total
Indebtedness)  during the quarter in which the rate is being fixed as  described
above .

  
                                       19
                                    - 475 -
<PAGE>

     Maker may at any time prepay in whole or in part the Principal  Loan Amount
outstanding  under this  Revolving  Credit Note or a Converted Note if the Maker
has given the  Revolving  Lenders at least two (2) business  days prior  written
notice of its intention to make such prepayment. Any such prepayment may be made
without penalty except for a Converted Note as to which interest is accrued at a
fixed  rate in  accordance  with  clause  (a) or (b)  above,  in  which  event a
prepayment  penalty shall be due to the Lender, at Lender's option,  either: (1)
the Make-Whole Premium due in respect of such prepayment;  or (2) the applicable
prepayment  fee as set  forth  below.  The  applicable  prepayment  fee  for any
Converted  Note shall be: (i) if the notice  electing  fixed  interest was given
within twelve (12) months of Conversion, the fee shall be 1.50% of the amount of
such  prepayment;  (ii) if the notice  electing  fixed  interest was given after
twelve  (12)  months  of  Conversion,  but  within  twenty-four  (24)  months of
Conversion, the fee shall be .75% of the amount of such prepayment; and (iii) if
the notice  electing  fixed interest was given after twenty- four (24) months of
Conversion,  but within  thirty-six (36) months of Conversion,  the fee shall be
 .30% of the amount of such prepayment.

                                  GENERAL TERMS

     Payment of this Note and the performance of Maker's  obligations  under the
Agreement  ("Obligations")  are secured by a security  interest granted to First
National Bank of Omaha, as agent for the Lenders and others ("Agent"), under the
Security Agreement in:

         All of Maker's accounts, accounts receivable, chattel paper, documents,
         instruments, goods, inventory, equipment, general intangibles, contract
         rights,  all rights of Maker in deposits and advance  payments  made to
         Maker by its customers and  Subscribers,  accounts due from advertisers
         and all  ownership,  proprietary,  copyright,  trade  secret  and other
         intellectual   property  rights  in  and  to  computer   software  (and
         specifically  including,  without  limitation,  all such  rights in DTN
         transmission  computer  software used in the provision of the Basic DTN
         Subscription Service and Farm Dayta Service to Maker's Subscribers) and
         all  documentation,  source code,  information  and works of authorship
         pertaining  thereto,  all  now  owned  or  hereafter  acquired  and all
         proceeds and products thereof; and


     such  additional  collateral  as is  more  specifically  described  in  the
Security Agreement.

     Maker's liability under its Obligations shall not be affected by any of the
following:

     Acceptance  or retention by Lender or Agent of other  property or interests
     as security for the  Obligations,  or for the liability of any person other
     than a Maker with respect to the Obligations;

     The release of all or any of the  Collateral  or other  security for any of
     the Obligations to any Maker;

                                       20
                                    - 476 -


<PAGE>

     Any release, extension,  renewal,  modification or compromise of any of the
Obligations or the liability of any obligor thereon; or

     Failure by Lender or Agent to resort to other security or any person liable
for any of the Obligations before resorting to the Collateral.

     Neither  Lender  nor Agent is  required  to take any action  whatsoever  in
respect of the Collateral. Impairment or destruction of the Collateral shall not
release Maker of its liability hereunder.

         Maker represents, warrants and covenants as follows:

         Maker  is  authorized  to grant to  Agent a  security  interest  in the
         Collateral;

         This Note,  the  Agreement  and the Security  Agreement  have been duly
         authorized,  executed and delivered by the Maker and constitute  legal,
         valid and binding obligations of Maker;

         This Note evidences a loan for business or agricultural purposes; and

         Maker agrees to pay all costs of  collection  in  connection  with this
         Note, the Agreement and the Security  Agreement,  including  reasonable
         attorneys' fees and legal expenses.

     Upon the failure of Maker to make any payment of principal or interest when
due hereunder or the occurrence of any Event of Default,  all of the Obligations
shall,  at the option of Agent and without  notice or demand,  mature and become
immediately  due and  payable;  and Agent shall have all rights and remedies for
default provided by the Uniform Commercial Code, any other applicable law and/or
the Obligations.

     All costs and expenses  incurred by Lender or Agent in enforcing its rights
under  this  Note  or any  mortgage,  endorsement,  surety  agreement,  guaranty
relating  thereto  are the  obligation  of  Maker  and are  immediately  due and
payable.  Interest  shall  accrue on such  costs and  expenses  from the date of
incurrence at the rate  specified  herein for  delinquent  Note  payments.  Each
Maker,  endorser,  surety and  guarantor  hereby  waives  presentment,  protest,
demand, notice of dishonor, and the defense of any statute of limitations.

     Without  affecting  the  liability  of  any  Maker,  endorser,   surety  or
guarantor, the holder or Agent may, without notice, renew or extend the time for
payment,  accept  partial  payments,  release or impair any  Collateral or other
security for the payment of this Note or agree to sue any party liable on it.

     Neither  Lender nor Agent  shall be deemed to have waived any of its rights
upon or under this Note, or under any mortgage, endorsement, surety agreement or
guaranty,  unless such  waivers be in writing and signed by Lender or Agent,  as
the  case  may be.  No  delay or  omission  on the  part of  Lender  or Agent in
exercising any right shall operate as a waiver of such right or any other right.
A waiver on any one occasion shall not be construed as a bar to or waiver of any
right on any future  occasion.  All rights  and  remedies  of Lender or Agent on
liabilities  or  the  Collateral,  whether  evidenced  hereby  or by  any  other
instrument  or papers,  shall be cumulative  and may be exercised  singularly or
concurrently.

                                       21
                                    - 477 -
<PAGE>

     Maker,  if more than one, shall be jointly and severally  liable  hereunder
and all provisions  hereof  regarding the liabilities or security of Maker shall
apply to any liability or any security of any or all of them. This Note shall be
binding upon the heirs,  executors,  administrators,  assigns or  successors  of
Maker; shall constitute a continuing  agreement,  applying to all future as well
as existing  transactions,  whether or not of the character  contemplated at the
date of this Note, and if all transactions  between Lender and Maker shall be at
any time closed, shall be equally applicable to any new transactions thereafter,
provided that Lender's interest in the Collateral shall be limited to the extent
provided in the Security  Agreement;  shall benefit  Lender,  its successors and
assigns;  and  shall so  continue  in force  notwithstanding  any  change in any
partnership party hereto,  whether such change occurs through death,  retirement
or otherwise.

     All  obligations  of  Maker  hereunder  shall  be  payable  in  immediately
available funds in lawful money of the United States of America at the principal
office of First  National  Bank of Omaha in  Omaha,  Nebraska  or at such  other
address as may be designated by Bank in writing.

     This  Note  shall  be  construed  according  to the  laws of the  State  of
Nebraska.

     Unless the content  otherwise  requires,  all terms used  herein  which are
defined in the Uniform Commercial Code shall have the meanings therein stated.

     Any  provision of this Note which is  prohibited  or  unenforceable  in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.

         This Note is given in  substitution  of that certain  Secured  Business
Promissory  Note  dated  June 30,  1997,  in the  original  principal  amount of
$____________.  This Note shall not affect,  and there remains  outstanding from
the Maker to one or more of the Lenders the Related Bank Debt,  certain  Secured
Business Promissory Notes issued under the Term Agreement, and certain Converted
Notes, and all extensions, renewals, and substitutions of or for the foregoing.




         Executed as of this _____ day of _____________, _____.




                                      DATA TRANSMISSION NETWORK CORPORATION


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


                                       22
                                    - 478 -


<PAGE>


    PROMISSORY NOTE SCHEDULE

                     Loan Advances and Payments of Principal

                      DATA TRANSMISSION NETWORK CORPORATION


REVOLVING NOTE ADVANCES AND PAYMENTS:


                          Amount of                       Unpaid
            Amount      Principal Paid    Amount of     Principal   Notation
Date      of Advance     or Prepaid     Interest Paid    Balance     Made By
----      ----------    --------------  -------------   ---------   --------







                                       23
                                    - 479 -


<PAGE>


TERM NOTE:

Date of Conversion:

Amount Due at Date of Conversion:



    Fixed Rate Notice Date:                    Fixed Rate:           %


                       Amount of                      Unpaid
          Amount    Principal Paid    Amount of      Principal        Notation
Date    of Payment    or Prepaid    Interest Paid     Balance         Made By
----    ----------  --------------  -------------    ---------        --------

















                                       24
                                    - 480 -

<PAGE>


                                    EXHIBIT B



                       TO 1997 REVOLVING CREDIT AGREEMENT
                                      among
                           DATA TRANSMISSION NETWORK,
                          FIRST NATIONAL BANK OF OMAHA,
                      FIRST NATIONAL BANK, WAHOO, NEBRASKA,
                                    NBD BANK,
                          NORWEST BANK NEBRASKA, N.A.,
                               NATIONSBANK, N.A.,
                       MERCANTILE BANK OF ST. LOUIS, N.A.,
                        U.S. BANK, NATIONAL ASSOCIATION,
                                BANK OF MONTREAL
                                       AND
                             LASALLE NATIONAL BANK,




                               DRAWING CERTIFICATE



                                       25
                                    - 481 -
<PAGE>




                               DRAWING CERTIFICATE
                      DATA TRANSMISSION NETWORK CORPORATION

To induce  the  First  National  Bank of  Omaha,  First  National  Bank,  Wahoo,
Nebraska,  NBD  Bank,  Norwest  Bank  Nebraska,  N.A.,  LaSalle  National  Bank,
Nationsbank,  N.A.,  Mercantile  Bank of St. Louis,  N.A.,  U.S. Bank,  National
Association,  and Bank of Montreal (the "Revolving  Lenders") to make an advance
under the 1997 Revolving Credit Agreement (the "Agreement") dated as of February
26, 1997,  between the undersigned (the  "Borrower"),  Nationsbank,  N.A. as the
successor in interest to The Boatmen's National Bank of St. Louis  ("Boatmen's),
and the Revolving  Lenders (as to Boatmen's and the Revolving  Lenders together,
(the  "Banks"),  the Borrower  hereby  certifies to the Banks that its Operating
Cash Flow (as defined in the Agreement) as represented below is true and correct
and that there is no default under the aforementioned Agreement, or on any other
liability of the Borrower to the Banks.

All information as of:  Date

a)  Maximum Revolving Credit Facility                               $

b)  Principal on Converted Notes,
    Acquisition Notes, Existing Term Notes,
    and Related Bank Debt Outstanding                               $

c)  Principal on Revolving Credit                                   $

d)  ADVANCE REQUEST                                                 $

e)  Total Proposed Bank Debt
    (line b + line c + line d, but                                  $ 
    not to exceed line a)

f)  Most recent month's operating cash flow                         $

g)  Prior month's operating cash flow                               $

h)  Operating Cash Flow
    (average of line f and line g)                                  $

i)  Total Indebtedness                                              $

j)  Leverage Ratio (line i divided by  line h), not to exceed
    36                                                              $

Name of Borrower:  Data Transmission Network Corporation
Signature:
Title:

                                       26
                                    - 482 -

<PAGE>

                                    EXHIBIT C



                       TO 1997 REVOLVING CREDIT AGREEMENT
                                      among
                           DATA TRANSMISSION NETWORK,
                          FIRST NATIONAL BANK OF OMAHA,
                      FIRST NATIONAL BANK, WAHOO, NEBRASKA,
                                    NBD BANK,
                          NORWEST BANK NEBRASKA, N.A.,
                               NATIONSBANK, N.A.,
                       MERCANTILE BANK OF ST. LOUIS, N.A.,
                        U.S. BANK, NATIONAL ASSOCIATION,
                                BANK OF MONTREAL
                                       AND
                              LASALLE NATIONAL BANK



                              OFFICER'S CERTIFICATE



                                       27
                                    - 483 -
<PAGE>


                             COMPLIANCE CERTIFICATE
                      DATA TRANSMISSION NETWORK CORPORATION


First National Bank of Omaha                                    Date
Attn:  James Bonham                                                  ----------
16th & Dodge Streets
Omaha, Nebraska 68102

I certify that Data Transmission  Network  Corporation is in compliance with the
requirements set forth in the 1997 Revolving Credit Agreement (the  "Agreement")
dated as of February 26,  1997,  between  First  National  Bank of Omaha,  First
National Bank, Wahoo, Nebraska,  NBD Bank, Norwest Bank Nebraska,  N.A., LaSalle
National Bank, Nationsbank, N.A., Mercantile Bank of St. Louis, N.A., U.S. Bank,
National Association, and Data Transmission Network Corporation.

The  following  calculations  are as of _____  (statement  date) as  required by
Section 4.1(d) of said Agreement:
 
Evaluations:

Total Indebtedness (TI):

Operating Cash Flow:      most recent month                 previous month
                          ending                            ending
                         ------------------               ------------------
    Net Income (loss)
                          ----------                        ----------    
    Interest Expense
                          ----------                        ----------
    Depreciation
                          ----------                        ----------
    Amortization
                          ----------                        ----------
    Deferred Income
     Taxes                ----------                        ----------

    Non-Ordinary
     Non-Cash
     Charges (Credits)
                          ----------                        ----------

    Total               a)                                b)
                          ----------                        ----------

    Operating Cash Flow = OCF = (a+b)/2 =
                                          ---------

Leverage Ratio (TI/OCF):

Section 2.3

         Pricing:  If the  Leverage  Ratio is greater than 42 then the margin is
                   .25%.  If the Leverage  Ratio is greater than 36 but equal to
                   or less  than 42 then the  margin  is .50%.  If the  Leverage
                   Ratio is  greater  than 30 but  equal to or less than 36 then
                   the margin is .75%. If the Leverage  Ratio is greater than 24
                   but equal to or less than 30 then the margin is 1.00%. If the
                   Leverage  Ratio is greater  than 18 but equal to or less than
                   24 then the margin is 1.25%.  If the Leverage  Ratio is equal
                   to or less than 18 then the margin is 1.375%.

         Position: The Revolving Credit Rate is the Base Rate minus _________

                                       28
                                     - 484 -

<PAGE>

Section 2.5

         Trigger   Fee: If the  Leverage  Ratio is more than 36, then a one time
                   fee,  paid  in  three   installments  of  3/8%  of  the  then
                   outstanding  principal balances,  on any of the Existing Term
                   Notes,  Acquisition  Notes or  Converted  Notes which have an
                   interest rate less than 7.5% per annum is due.

         Position: A Trigger Event has/has not occurred.


Section 4.3

         Net Worth:A  minimum  Net Worth  (exclusive  of  subordinated  debt) of
                   $23,500,000  plus fifty  percent (50%) of the net income (but
                   not losses) of the Borrower for each fiscal year,  commencing
                   with the fiscal  year  beginning  January 1, 1997;  provided,
                   however,  solely for purposes of determining  compliance with
                   the  provisions  of this Section  5.3,  "Net Worth" shall not
                   include any subordinated debt.

                   Minimum  Net  Worth  (exclusive  of  subordinated   debt)=  
                   $23,500,000.

                   Net Income                 Year ending         Addition (50%)

                   $____________                12/31/97          $___________
Total Minimum Net
   Worth                                                          $

Position:    Total Net Worth (exclusive of subordinated debt) = $_____________

The Borrower [is/is not] in compliance with Section 4.3.

Section 4.4

         Indebtedness: At no time will the Leverage Ratio exceed 48

         Position: Leverage Ratio =


    Total
    Indebtedness
    plus
    subordinated
    debt plus
    guaranty
    contingencies
    (Adjusted
    Total
    Indebtedness or
    ATI):4        At no time will Adjusted Total Indebtedness  exceed 60 x OCF

                                       29
                                    - 485 -

<PAGE>

         Position: Adjusted  Total  Indebtedness  = $ (60 x OCF) - (ATI) = $ The
                   Borrower [is/is not] in compliance with Section 4.4.
Section 4.7

         Distributions:  Neither the Borrower nor any  Subsidiary  shall declare
                   any dividends  (other than dividends  payable in stock of the
                   Borrower or dividends or distributions  from any consolidated
                   Subsidiary) or make any cash  distribution  in respect of any
                   shares of its capital stock or warrants of its capital stock,
                   without the prior  written  consent of the Lenders;  provided
                   that the Borrower  need not obtain the Lenders'  consent with
                   respect  to  dividends  in any one (1) year  which are in the
                   aggregate  less  than  25% of the  Borrower's  Net  Operating
                   Profit  After Taxes in the  previous  four (4)  quarters,  as
                   reported to the Lenders pursuant to Section 4.1.

         Position: Net Operating Profit

                   After Taxes for
                   last four (4) quarters              =  ______________
                                                                  x  .25

                   Available for dividends
                   or distributions in the most
                   recent quarter plus the
                   prior three (3) quarters            =  ______________
                   Dividends and distributions
                   (excluding dividends payable
                   solely in stock of the Borrower and distributions
                   from consolidated  Subsidiaries) declared or paid
                   in the most recent quarter plus the prior three
                                                   (3) quarters       =
                                                   --------------

The Borrower [is/is not] in compliance with Section 4.7.

Section 4.15

         Interest  The ratio of OCF to Interest Expense ("IE")at the
         Coverage: end of each quarter will not be less than 2.25 to 1.0 (225%).

         Position: OCF = $
                   IE  = $
                   OCF/IE =        %

                                       30
                                    - 486 -

<PAGE>


The Borrower [is/is not] in compliance with Section 4.15.

Section 4.19

         Capital   The Borrower shall not make capital  expenditures (other than
    Expenditures:  permitted  earning  assets  specified in Section 4.19) in any
                   fiscal  year,  commencing  with  the  fiscal  year  beginning
                   January 1, 1998, in excess of $2,000,000.

         Position: Capital  Expenditures  (other than  permitted  earning assets
                   specified in Section 4.19) this fiscal year = $_____________

The Borrower [is/is not] in compliance with Section 4.19.


Section 4.20

     Acquisitions: The  Borrower  shall  not  make  acquisitions  which  in  the
                   aggregate  exceed  $20,000,000 and in any one instance exceed
                   $10,000,000 except certain permitted unlimited acquisitions.

     Position:     Acquisitions (other than permitted unlimited acquisitions) in
                   the aggregate since the date of the Agreement = _________.

                   Date         Amount                      Acquired Company

Permitted Unlimited Acquisition:
          Date         Amount       Acquired          Principal          Line
                                    Company           Place of            Of
                                                      Business         Business

The Borrower [is/is not] in compliance with Section 4.20.


Additional Representations:

     There  have/have  not  been any  sale(s)  of  assets  which  would  require
     prepayment of the Notes under Section 4.2.

     There has/has not been:

         (i)    a Change of Control or a material  adverse  change in management
                personnel as defined in Section 4.14 of the Agreement;

         (ii)   a default under Section  6.1(j) or 6.1(l)  regarding a change in
                ownership or control of the Company; or.

         (iii)  an indemnity claim by Broadcast Partners under Section 6.1(m).


Name of Borrower:     Data Transmission Network Corporation

                      Signature:

Title:


                                       31
                                    - 487 -
<PAGE>

<TABLE>
<CAPTION>
                                    EXHIBIT D

                                       TO

               FOURTH AMENDMENT TO 1997 REVOLVING CREDIT AGREEMENT


Lender       Current     Current       Revised      Revised         Adjustment5
                %      Outstanding %              Outstanding


<S>           <C>        <C>            <C>        <C>              <C>       
FNB-O         20.7       $931,500       20.0%      $900,000         ($ 31,500)

FNB-W           .5         22,500         .5         22,500           -------

NBD           11.9        535,500        3.1        139,500         ( 396,000)

Norwest        4.8        216,000       10.0        450,000           234,000

LaSalle       19.9        895,500       12.8        576,000         ( 319,500)

Nationsbank    0.0        ------        13.1        589,500           589,500

Sumitomo      10.0        450,000        0.0        ------          ( 450,000)

Mercantile    10.3        463,500       17.3        778,500           315,000

Montreal      11.6        522,000       10.1        454,500         (  67,500)

U.S. Bank     10.3        463,500       13.1        589,500           126,000
---------                 -------                   -------          --------

TOTALS                 $4,500,000                $4,500,000         $ -------




--------
                                       32
                                    - 488 -
<FN>

3

4 This section need not be completed  unless Borrower has  subordinated  debt or
guaranty contingencies.

5 Plus interest through May 15, 1998
</FN>
</TABLE>