1996 RESTATED SECURITY AGREEMENT


         THIS 1996 RESTATED  SECURITY  AGREEMENT (this "Security  Agreement") is
between DATA TRANSMISSION NETWORK CORPORATION, a Delaware corporation having its
principal place of business at Suite 200, 9110 West Dodge Road, Omaha,  Nebraska
68114  (the  "Debtor"),  FIRST  NATIONAL  BANK  OF  OMAHA,  a  national  banking
association having its principal place of business at One First National Center,
Omaha,  Nebraska 68102 as agent ("Secured  Party") for itself and FIRST NATIONAL
BANK, WAHOO, NEBRASKA, a national banking association having its principal place
of business at Wahoo, Nebraska 68066 ("FNB-W"), NBD BANK, a bank organized under
the laws of the State of Michigan  having its principal place of business at 611
Woodward Avenue, Detroit, Michigan 48226 ("NBD"), NORWEST BANK NEBRASKA, N.A., a
national banking  association having its principal place of business at 20th and
Farnam  Streets,  Omaha,  Nebraska  68102  ("Norwest"),   FIRST  BANK,  NATIONAL
ASSOCIATION,  a  national  banking  association  having its  principal  place of
business at 13th and M Streets, Lincoln, Nebraska 68508 ("First Bank") (it being
acknowledged  that First Bank is the  successor  in interest  to FirsTier  Bank,
National  Association,   Lincoln,  Nebraska  ("FirsTier")),  and  THE  BOATMEN'S
NATIONAL BANK OF ST. LOUIS, a national banking  association having its principal
place of business at One Boatmen's Plaza,  800 Market Street,  P.O. Box 236, St.
Louis, Missouri 63166-0236 ("Boatmen's"),  FARM CREDIT SERVICES OF THE MIDLANDS,
PCA, a production credit association ("Farm Credit") in care of AGAMERICA,  FCB,
a farm credit  bank doing  business at 206 South 19th  Street,  Omaha,  Nebraska
68102-1745  ("AgAmerica") and BROADCAST  PARTNERS,  a general partnership having
its principal place of business at 11275 Aurora Avenue,  Des Moines,  Iowa 50322
("Broadcast Partners") (collectively the "Lenders").


                                   WITNESSETH:

         WHEREAS,  Debtor and Secured Party are parties to a Security  Agreement
dated as of  February  8,  1988,  as amended by a First  Amendment  to  Security
Agreement dated as of March 31, 1989, a Second  Amendment to Security  Agreement
dated as of March 22, 1990, a Third Amendment to Security  Agreement dated as of
November 30 1991, a Fourth  Amendment to Security  Agreement dated as of October
9, 1992, a Fifth Amendment to Security  Agreement dated as of December 31, 1992;
a Restated Security Agreement dated as of November 8, 1993 and a First Amendment
to Restated Security Agreement dated as of June 29, 1995.

         WHEREAS,  Debtor and  Secured  Party  wish to further  amend such prior
Security Agreement, as amended and restated;

         WHEREAS,  Debtor  and  Secured  Party  wish to have this 1996  Restated
Security Agreement be the controlling  agreement with respect to the matters set
forth herein, which shall supersede the prior Security Agreement, as amended and
restated; and


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<PAGE>

         WHEREAS,  the Debtor and Secured  Party do not intend for this Restated
Security  Agreement to be deemed to extinguish any existing  indebtedness of the
Debtor or to release, terminate or affect the priority of any security therefor;

         NOW,  THEREFORE,  in consideration of the premises,  and for other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, it is agreed as follows:

                  1.       Grant of Security Interest.  Debtor hereby grants to
Secured  Party and  reaffirms  its  prior  grant  of a security interest in  the
Collateral.

                  2.       Collateral.  The  Collateral to  which this Security
Agreement refers is described on Exhibit A.

                  3. Obligations  Secured.  The security interest granted herein
is given to secure all present and future  obligations of Debtor:  (i) under the
1996 Term Credit Agreement dated as of May 3, 1996, as amended from time to time
between the Debtor and First National Bank of Omaha, First National Bank, Wahoo,
Nebraska,  Norwest Bank Nebraska,  N.A., NBD Bank,  Farm Credit  Services of the
Midlands,  P.C.A.  and  Broadcast  Partners;  (ii) under the 1995  Restated Loan
Agreement  dated as of June 29,  1995,  as amended from time to time between the
Borrower and First National Bank of Omaha, First National Bank, Wahoo, Nebraska,
FirsTier Bank,  National  Association,  NBD Bank,  Norwest Bank Nebraska,  N.A.,
AgAmerica  FCB, and The Boatmen's  National  Bank of St. Louis;  (iii) under the
1993 Restated Loan Agreement  dated as of November 8, 1993, as amended from time
to time,  between  Debtor  and  First  National  Bank of Omaha,  FirsTier  Bank,
National Association,  Lincoln,  Nebraska, First National Bank, Wahoo, Nebraska,
NBD Bank, N.A.,  Norwest Bank Nebraska,  N.A. and The Boatmen's National Bank of
St. Louis; (iv) under the Loan Agreement dated as of October 9, 1992, as amended
from time to time,  between  Debtor and First  National Bank of Omaha,  FirsTier
Bank, National  Association,  Lincoln,  Nebraska and First National Bank, Wahoo,
Nebraska;  (v) under any and all promissory notes  previously,  now or hereafter
made by Debtor to the Lenders  pursuant to any of the foregoing Loan  Agreements
(all  of  which  are  referred  to  herein  as  the  "Loan  Agreements")  or any
predecessor  loan  agreements,  including,  without  limitation,  those  various
promissory  notes made by the Debtor to the Lenders (or certain of them or their
predecessors in interest) and dated as of May 6, 1992, July 7, 1992,  October 1,
1992,  October 12, 1992,  October 19, 1992,  November 3, 1992,  January 4, 1993,
February 9, 1993,  April 16, 1993, July 8, 1993,  August 30, 1994,  November 29,
1994, February 27, 1995, June 29, 1995 and May 3, 1996, all as set forth in part
on  Schedule  A  hereto,  and under any notes  given in  extension,  renewal  or
substitution of the foregoing (collectively, the "Notes"); (vi) to reimburse the
Secured  Party for all sums,  if any,  advanced to protect the  Collateral;  and
(vii) to  reimburse  Secured  Party  for all  costs  and  expenses  incurred  in
collection  of  the  foregoing,   including,   without   limitation,   costs  of
repossession and sale and reasonable attorneys' fees.




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                  4.       Representations and  Warranties.  Debtor  represents
and warrants:

                           (a)      Debt. Debtor  is  justly  indebted  to  the
Lenders for the obligations secured and has no  set  off  or counterclaim  with
respect thereto;

                           (b)      Possession and Ownership.  The Collateral is
or will be in Debtor's possession (except for equipment or inventory provided to
Debtor's  Customers in the ordinary  course of business)  and Debtor has or will
acquire absolute title thereto and will defend the Collateral against the claims
and demands of all persons other than Secured  Party.  Debtor has full right and
power to grant the security interest herein to Secured Party.

                           (c)      Liens and Encumbrances. No financing state-
ment covering the Collateral or other filing  evidencing any lien or encumbrance
on the Collateral is on file in any public office and there is no lien, security
interest or encumbrance on the Collateral  except for the security interest held
by Secured  Party  pursuant to this Security  Agreement  and for those  security
interests described on Schedule B.

                           (d)      Truth of Representations.  All information,
statements,  representations,  and  warranties  made by Debtor herein and in any
financial or credit  statement,  application  for credit,  or any other  writing
executed prior to or substantially contemporaneously herewith are true, accurate
and complete in all material respects.

                           (e)      Location.  Debtor  has  its chief executive
office,  principal  place of  business  and  place  where  it  keeps it  records
concerning  the Collateral at Suite 200, 9110 West Dodge Road,  Omaha,  Nebraska
68114.

                           (f)      Authority.  Debtor  has  full  authority  to
enter into this  Security  Agreement  and in so doing is not  violating any law,
regulation,  or agreement with third parties.  This Security  Agreement has been
duly and validly authorized by all necessary corporate action.

                  5.       Covenants.  Debtor covenants and agrees:

                           (a)      Liens and Encumbrances.  Except as otherwise
expressly allowed by the Loan Agreements,  Debtor shall keep the Collateral free
and clear of liens, encumbrances,  security interests, and other claims of third
parties and will, at Debtor's expense,  defend the Collateral against the claims
and demands of all third  parties.  Debtor shall  promptly pay and discharge any
indebtedness owing to any third party who, by reason of said indebtedness, could
obtain or become entitled to a lien or encumbrance on the Collateral, other than
such  indebtedness  being  contested  in good  faith and with  respect  to which
adequate reserves have been established.

                           (b)      Proceeds; Sale.  Debtor  shall not  sell or
otherwise dispose of any Collateral  without first obtaining the written consent
of Secured  Party;  provided,  however,  that  Debtor may provide  equipment  or
inventory to customers and others in the ordinary course of business so long as:
(i) such equipment or inventory is not sold to customers;  and (ii) the value of
equipment or inventory disposed of to others (e.g., for salvage  purposes) does




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not exceed, in aggregate, $25,000. Debtor shall at all times keep the Collateral
and the  proceeds  from  any  authorized  or  unauthorized  disposition  thereof
identifiable and separate from the other property of Debtor or any third party.

                           (c)      Protection of Value.  Debtor  shall use  the
utmost care and diligence to protect and preserve the Collateral,  and shall not
commit  nor  suffer  any  waste to occur  with  respect  to the  Collateral.  In
pursuance  of the  foregoing,  Debtor  shall  maintain  the  Collateral  in good
condition  and  repair  and shall  take such  steps as are  necessary  or as are
requested  by  Secured  Party to  prevent  any  impairment  of the  value of the
Collateral.
                           (d)      Taxes.  Debtor shall  promptly  pay and dis-
charge any and all taxes,  levies and other impositions made upon the Collateral
which may give rise to liens upon the  Collateral if unpaid or which are imposed
upon the creation,  perfection, or continuance of the security interest provided
for herein,  other than taxes being  contested in good faith and with respect to
which adequate reserves have been established.

                           (e)      Insurance.  All risk of loss of, damage to,
or destruction of the Collateral  shall at all times be on Debtor.  Debtor shall
procure and  maintain,  at its own expense,  insurance  covering the  Collateral
against all risks under policies and with companies acceptable to Secured Party,
for the duration of this Security  Agreement  (except for equipment  provided to
Debtor's  Customers in the ordinary course of business).  Such policies shall be
written  for and shall name  Debtor and  Secured  Party as their  interests  may
appear,  shall contain a standard loss payable clause in favor of Secured Party.
Proof of insurance shall be provided to Secured Party upon request. For purposes
of  security,  Debtor  hereby  assigns  to  Secured  Party  any and  all  monies
(including,  without  limitation,  proceeds of insurance and refunds of unearned
premiums) due or to become due under any such policy.  Debtor hereby directs the
issuer of any such  policy to pay any such  monies  directly  to Secured  Party.
Secured  Party  may act as  attorney  for  Debtor  in  obtaining,  settling  and
adjusting such insurance and in endorsing any checks or drafts paid thereunder.

                           (f)      Secured  Party as Payee.  Debtor  shall take
such steps as are necessary or as are requested by Secured Party to have Secured
Party named as a payee on any check, draft or other document or instrument which
Debtor may  obtain or  anticipate  obtaining  with  respect  to the  Collateral.
Without  limiting the generality of the foregoing,  Secured Party shall be named
as a payee on all instruments  from insurers of the Collateral.  Notwithstanding
anything in the  foregoing or in Subsection  (e) above to the contrary,  Secured
Party agrees that:  (i)  insurance  proceeds may be paid to Debtor so long as no
event of default exists hereunder and such proceeds are, in aggregate, less than
$25,000;  and (ii) Secured Party's rights hereunder are subject to the interests
of the parties identified on Schedule B.

                           (g)      Records.   Debtor  shall keep  accurate and
complete  records  pertaining  to the  Collateral  and  pertaining  to  Debtor's
business and financial  condition,  and shall allow Secured Party to inspect the
same from time to time upon  reasonable  request and shall submit such  periodic
reports relating to the same to Secured Party from time to time as Secured


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<PAGE>
Party may  reasonably  request.  Debtor shall  provide that the Secured  Party's
interest  is noted  on all  chattel  paper  and  that  there is only one  single
original of any chattel paper held by Debtor and created after the date hereof.

                           (h)      Notice  to  Secured  Party.   Debtor  shall
promptly notify Secured Party of any loss or  damage  to the  Collateral,  any
impairment of the value thereof,  any claim made thereto by any third party,  or
any adverse change in Debtor's financial condition which may affect its prospect
to pay or perform its obligations to Secured Party.

                           (i)      Location.  Except for equipment or inventory
provided to Debtor's  customers in the ordinary course of business,  Debtor will
not move the Collateral, its chief executive office, principal place of business

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<PAGE>

or place where it keeps its records  concerning the Collateral from the location
specified above without first obtaining the written consent of Secured Party and
shall not permit any  Collateral to be located in any state in which a financing
statement  covering the  Collateral is required to be, but has not in fact been,
filed in order to perfect the security interest granted herein. Debtor shall not
change its name without  giving  Secured  Party at least ninety (90) days' prior
notice thereof.

                           (j)      Other Documents.  Debtor shall execute such
further  documents as may be requested by Secured  Party to obtain and perfect a
security  interest in the  Collateral,  including  without  limitation,  Uniform
Commercial  Code  Financing   Statements  and  amendments   thereto.  A  carbon,
photographic  or  other  reproduction  of  this  Security  Agreement  or of  any
financing statement signed by Debtor shall have the same force and effect as the
original for all purposes of a financing statement.

              6.       Default.  Debtor shall be in default hereunder if any of
the following occurs:

                           (a)      Event of Default. An Event of Default
occurs under any of the Notes or the Loan Agreements.

                           (b)      Failure to Pay.  Debtor fails to  pay  when
due or within the applicable cure period any of the obligations secured hereby.

                           (c)      Misrepresentation.   Any of the representa-
tions or warranties made by Debtor herein or in any of the documents referred to
herein or executed prior hereto or substantially  contemporaneously herewith are
or become false or misleading in any material respect.

                           (d)      Breach  of  Covenants.   Debtor  fails   to
perform any of its covenants,  agreements or obligations  hereunder or under any
document   referred  to  herein  or  executed  prior  hereto  or   substantially
contemporaneously herewith.

                           (e)      Other Indebtedness.  Any event occurs which
results in acceleration of the maturity of the  indebtedness of Debtor under any
material agreement with any third party.

                           (f)      Loss  of  Security.    Collateral  with  an
aggregate value in excess of $25,000 is lost, damaged or destroyed.

                           (g)      Business Failure.   The death, dissolution,
termination  of existence,  business  failure,  appointment of a receiver of any
part of the  property  of,  assignment  for the  benefit  of  creditors  by,  or
commencement  of any proceeding in bankruptcy or insolvency by or against Debtor
or any principals of Debtor or any guarantor or surety for Debtor.


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                  7. Rights and Remedies of Secured  Party.  Secured Party shall
have all of the rights  and  remedies  provided  at law and in equity and in the
Uniform  Commercial Code and in addition thereto and without  limitation thereon
shall  have  the  following   rights  which  may  be  exercised   singularly  or
concurrently:

                           (a)      Inspection.  Secured Party may at any time,
with or without notice,  enter upon Debtor's premises or any other place where
the Collateral is located to inspect and  examine  the same and, if Debtor is in
default,  to take possession thereof.

                           (b)      Performance by  Secured  Party.   If Debtor
fails to perform any of its  obligations  hereunder,  Secured  Party may, at its
sole  discretion,  pay or perform such  obligations for Debtor's account and may
add any cost or expense thereof to the obligations secured hereby.

                           (c)      Acceleration.  Upon default, Secured Party
may,  without  demand or notice to  Debtor,  accelerate  all of the  obligations
secured hereby and proceed to enforce  payment of the same with or without first
resorting against the Collateral.

                           (d)      Proceed Against  Collateral.    Subject  to
applicable cure periods, if any, upon default, Secured Party may: require Debtor
to make the Collateral available to Secured Party at a place to be designated by
Secured Party;  take possession of the Collateral,  proceeding  without judicial
process or by judicial  process (without a prior hearing or notice thereof which
Debtor hereby  expressly  waives) and sell,  retain or otherwise  dispose of the
Collateral in full or partial satisfaction of the obligations secured hereby.

                           (e)      Power of Attorney. Debtor hereby
irrevocably  appoints  (which  appointment is coupled with an interest)  Secured
Party as Debtor's  true and lawful  attorney,  with full power of  substitution,
without  notice to Debtor and at such time or times as Secured Party in its sole
discretion may determine to: (i) create, prepare, complete, execute, deliver and
file such documents, instruments, financing statements, and other agreements and
writings as may be deemed  appropriate by Secured Party to facilitate the intent
of this  Security  Agreement;  (ii)  notify  account  debtors  and  others  with
obligations  to Debtor to make payment of their  obligations  to Secured  Party;
(iii) demand,  enforce and receive payment of any accounts or obligations  owing
to Debtor, by legal proceedings or otherwise;  (iv) settle, adjust,  compromise,
release,  renew or extend any account or obligation owing to Debtor;  (v) notify
postal  authorities to change the address for delivery of mail to Debtor to such
address as Secured Party may  designate;  (vi) receive,  open and dispose of all
mail addressed to Debtor; (vii) endorse Debtor's name on any check, note, draft,
instrument  or  other  form of  payment  that  may  come  into  Secured  Party's
possession;  and (viii) send requests to Debtor's  customers and account debtors
for  verification  of amounts  due to Debtor.  Secured  Party  covenants  not to
exercise the  foregoing  rights prior to the  occurrence  of an event of default
hereunder.

                           (f)      Deficiency.  Upon default,  and  after  any
disposition of the  Collateral,  Secured Party may sue Debtor for any deficiency
remaining.


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<PAGE>
                  8.  Obligations  of  Secured  Party.   Secured  Party  has  no
obligations to Debtor hereunder except those expressly  required herein.  Except
as expressly  provided in the Loan  Agreements,  Secured Party has not agreed to
make any further advance or loan of any kind to Debtor.  Secured Party's duty of
care with respect to the Collateral in its possession  shall be deemed fulfilled
if  Secured  Party  exercises  reasonable  care in  physically  safekeeping  the
Collateral  or, in the case of Collateral in the possession of a bailee or third
party,  exercises reasonable care in the selection of the bailee or third party.
Secured  Party  need not  otherwise  preserve,  protect,  insure or care for the
Collateral.  Secured Party need not preserve  rights the Debtor may have against
prior parties,  realize on the Collateral in any particular  manner or order, or
apply proceeds of the Collateral in any particular order of application.

                  9.       Miscellaneous.

                           (a)      No Waiver.  No delay or failure on the part
of Secured Party in the exercise of any right or remedy  hereunder shall operate
as a waiver  thereof and no single or partial  exercise by Secured  Party of any
right or remedy shall preclude other or further exercise thereof or the exercise
of any other right or remedy.

                           (b)      Amendment and  Termination.   This Security
Agreement may be amended or terminated and the security  interest granted herein
can be  released  only by an  explicit  written  agreement  signed by Debtor and
Secured Party.

                           (c)      Choice of Law.  This Security Agreement and
the rights and  obligations  of the  parties  hereto  shall be  governed  by and
construed in accordance with the laws of the State of Nebraska.


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                           (d)      Binding Agreement.  This Security Agreement
shall be binding upon the parties hereto and their heirs,  successors,  personal
representatives and permitted assigns.

                           (e)      Assignment.  This Security Agreement may be
assigned by Secured Party only.

                           (f)      Captions.  Captions and headings herein are
for convenience only and in no way define, limit or describe the scope or intent
of any provision or section of the Security Agreement.

                           (g)      Severability.    If any  provision of  this
Security  Agreement shall be prohibited by or invalid under applicable law, such
provision  shall be ineffective to the extent of such  prohibition or invalidity
without invalidating the remainder of such provision or the remaining provisions
of this Security Agreement.

                           (h)      Notices.   All notices to be given shall be
deemed sufficiently given if delivered or mailed by registered or certified mail
postage prepaid if to Debtor at Suite 200, 9110 West Dodge Road, Omaha, Nebraska
68114; if to Secured Party at One First National Center,  Omaha, Nebraska 68102;
or such other address as the parties may designate in writing from time to time.
Debtor shall promptly notify Secured Party of any changes in Debtor's address.

                           (i)      Priorities.   The security  interest  of  a
Lender in any property of the Debtor (i) arising  under and in  connection  with
the Agreement, this Security Agreement or any of the Related Loan Agreements and
(ii) granted to secure any  obligation of the Debtor to such Lender,  including,
without  limitation,  all  Collateral,  shall rank equally in priority  with the
security interests of each of the other Lenders, if any, in such property of the
Borrower,  irrespective of the time or order of attachment or perfection of such
security  interest,  or the time or order of filing, or the failure to file, and
regardless  of the date any  obligation  of the Debtor to a Lender was incurred.
Any amounts or payments  obtained upon  disposition of any property  securing an
obligation  of the Debtor to a Lender  shall be applied as provided in Article 8
of the 1996 Term Credit Agreement, dated as of May 3, 1996.


         IN WITNESS  WHEREOF,  the undersigned  have executed this 1996 Restated
Security Agreement as of this 3rd day of May, 1996.

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                                            DATA TRANSMISSION NETWORK
                                              CORPORATION


                                            By
                                            Title

                                            FIRST NATIONAL BANK OF OMAHA,
                                            as agent for itself, First Bank,
                                            National Association, First National
                                            Bank,  Wahoo,  Nebraska,  NBD  Bank,
                                            Norwest  Bank  Nebraska,  N.A.,  The
                                            Boatmen's   National   Bank  of  St.
                                            Louis,  Farm Credit  Services of the
                                            Midlands,  P.C.A., AgAmerica FCB and
                                            Broadcast Partners.


                                            By
                                            Title

5470A



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<PAGE>

                                    EXHIBIT A
                              TO SECURITY AGREEMENT
                                 BY AND BETWEEN
            FIRST NATIONAL BANK OF OMAHA, as Agent ("Secured Party")
                                       AND
                DATA TRANSMISSION NETWORK CORPORATION ("Debtor")

                                   COLLATERAL

         All  of  Debtor's  accounts,   accounts   receivable,   chattel  paper,
documents,   instruments,  goods,  inventory,  equipment,  general  intangibles,
contract  rights,  all rights of Debtor in deposits and advance payments made to
Debtor 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/or Farm Dayta  Service to
Debtor's subscribers) and all documentation,  source code, information and works
of authorship  pertaining thereto, all now owned or hereafter acquired by Debtor
and all proceeds and products thereof (including,  without limitation,  all such
assets acquired by Debtor from Broadcast Partners); and

         Further  including,  without  limiting the generality of the foregoing,
the following all now owned or hereafter acquired by the Debtor:

                  (a)  all  accounts,   accounts   receivable,   chattel  paper,
         documents,    instruments,   goods,   inventory,   equipment,   general
         intangibles  and contract rights that  constitute,  are due under or by
         reason of, or are described in, subscription agreements or arrangements
         between  Debtor  and  its  subscribers,   and  similar   agreements  or
         arrangements purchased by Debtor from Broadcast Partners and including,
         without limitation, all:

                  (i)  equipment  and  inventory  of  Debtor,   whether  in  its
         possession or in the possession of its customers and  subscribers  (but
         subject to such  customers' and  subscribers'  rights  therein),  which
         equipment and inventory  may include,  but not be limited to,  computer
         monitor  screens,  D-127,  D-128,  D-120,  D-110 and 6001 or comparable
         receivers,  outdoor antennas,  and satellite interfaces  (collectively,
         the "Equipment");

                  (ii)    parts,    accessories,     attachments,     additions,
         substitutions,   rents,  profits,  proceeds,   products,  and  customer
         deposits and advance payments related to or arising from the Equipment;


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                                    - 212 -
<PAGE>

                  (iii)  chattel  paper,   instruments,   general   intangibles,
         accounts,  accounts  receivable and contract rights in, arising from or
         corresponding  to the  Equipment,  which may include but not be limited
         to, all rights of Debtor under  Subscription  Agreements between Debtor
         and its customers and subscribers (collectively,  the "Subscriptions");
         and

                  (iv)   accounts,   accounts   receivable,    rents,   profits,
         modifications,   renewals,  extensions,  substitutions,  proceeds,  and
         products related to or arising from the Subscriptions; and

                  (b)  all  rights,  remedies,   privileges,  claims  and  other
         contract  rights and general  intangibles  of Debtor  arising  under or
         related to the Asset  Purchase and Sale Agreement  (including,  without
         limitation,  rights to indemnity) between Debtor and Broadcast Partners
         or the transactions contemplated thereby.

                  (c)  all proceeds and products of the foregoing.


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                                    - 213 -
<PAGE>


                                   SCHEDULE A
                              TO SECURITY AGREEMENT
                                 BY AND BETWEEN
            FIRST NATIONAL BANK OF OMAHA, as Agent ("Secured Party")
                                       AND
                DATA TRANSMISSION NETWORK CORPORATION ("Debtor")


                                 EXISTING NOTES


                                 (See Attached)


                                    - 214 -
<PAGE>

<TABLE>
<CAPTION>

                                  SCHEDULE B
                              TO SECURITY AGREEMENT
                                 BY AND BETWEEN
            FIRST NATIONAL BANK OF OMAHA, as Agent ("Secured Party")
                                       AND
                DATA TRANSMISSION NETWORK CORPORATION ("Debtor")


                             PERMITTED ENCUMBRANCES


Secured Party                                             Financing Statements

Nebraska Secretary of State
<S>                                                  <C>                <C>                   <C>
First National Bank of Omaha                         12/28/87           #401690
                                                     10/13/92           #564918               Amendment
                                                     11/13/92           #568176               Continued
                                                      5/  /96                                 Amendment

FirsTier, Lincoln                                     6/24/87           #384782

First National Bank of Omaha                          2/03/88           #405477               Amendment
First National Bank, Wahoo                            5/28/92           #553205               Continued
NBD, Detroit                                         10/13/92           #564919               Amendment
                                                      2/05/93           #576038               Amendment
                                                     11/10/93           #603168               Amendment

FirsTier, Lincoln                                     2/10/88           #406144
First National Bank of Omaha                         10/13/92           #564917               Amendment
First National Bank, Wahoo                            1/07/93           #572981               Continued
NBD, Detroit                                          2/05/93           #576039               Amendment
                                                     11/10/93           #603169               Amendment

First Bank of Minneapolis                            11/25/91           #534665
 (Norstan)                                            8/24/92           #561090               Assignment


Douglas County Clerk, Nebraska

FirsTier, Lincoln                                     2/11/88           #000534
First National Bank of Omaha                         10/15/92           #000534               Amendment
First National Bank, Wahoo                            1/08/93           #0000054              Continued
NBD, Detroit                                          2/05/93           #000253               Amendment
                                                     11/17/93           #54                   Amendment


</TABLE>


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Iowa Secretary of State
<S>                                                  <C>                <C>                   <C>
FirsTier, Lincoln                                     2/10/88           H842023
First National Bank of Omaha                         10/15/92           K395184               Amendment
First National Bank, Wahoo                            1/08/93           K424887               Continued
NBD, Detroit                                          2/08/93           K434908               Amendment
                                                     11/15/93           K503145               Amendment


Kansas Secretary of State

FirsTier, Lincoln                                     2/10/88           #1286572
First National Bank of Omaha                         10/15/92           #1842986              Amendment
First National Bank, Wahoo                            1/08/93           #1868482              Continued
NBD, Detroit                                          2/11/93           #1879069              Amendment
                                                     11/12/93           #1964342              Amendment


Illinois Secretary of State

FirsTier, Lincoln                                     3/18/88           #2402370
First National Bank of Omaha                         10/21/92           #3043202              Amendment
First National Bank, Wahoo                            2/11/93           #3084199              Amendment
NBD, Detroit                                          2/25/93           #3089132              Continued
                                                     12/09/93           #3197498              Amendment


Michigan Secretary of State

FirsTier, Lincoln                                     2/12/88           #C034473
First National Bank of Omaha                         10/16/92           #C646856              Amendment
First National Bank, Wahoo                            1/08/93           #C672590              Continued
NBD, Detroit                                          3/01/93           #C689434              Amendment
                                                     11/15/93           #C778208              Amendment


Wisconsin Secretary of State

FirsTier, Lincoln                                     2/18/88           #968701
First National Bank of Omaha                         10/21/92           #1309942              Amendment
First National Bank, Wahoo                           01/15/93           #1326550              Continued
NBD, Detroit                                          2/08/93           #1331412              Amendment
                                                     11/23/93           #1393268              Amendment
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Indiana Secretary of State
<S>                                                  <C>                <C>                   <C>
FirsTier, Lincoln                                     2/11/88           #1454192
First National Bank of Omaha                         10/21/92           #1808780              Amendment
First National Bank, Wahoo                            1/11/93           #1822115              Continued
NBD, Detroit                                          2/08/93           #187451               Amendment
                                                     11/12/93           #1878806              Amendment


Minnesota Secretary of State

FirsTier, Lincoln                                     2/17/88           1#121648#00
First National Bank of Omaha                         10/16/92           #1537269              Amendment
First National Bank, Wahoo                           01/19/93           #1557397              Continued
NBD, Detroit                                          2/08/93           #1562125              Amendment
                                                     11/23/93           #1632156              Amendment


South Dakota Secretary of State

FirsTier, Lincoln                                     2/10/88           880410802864
First National Bank of Omaha                         10/16/92           #22901003596          Amendment
First National Bank, Wahoo                            1/08/93           #30081001734          Continued
NBD, Detroit                                          2/09/93           #30391203308          Amendment
                                                     11/22/93           #33261003899          Amendment


Missouri Secretary of State

FirsTier, Lincoln                                     2/11/88           #1555991
First National Bank of Omaha                         10/16/92           #2184193              Amendment
First National Bank, Wahoo                            1/08/93           #2212473              Continued
NBD, Detroit                                          2/08/93           #2224113              Amendment
                                                     11/15/93           #2331876              Amendment


Ohio Secretary of State

FirsTier, Lincoln                                     2/12/88           #Y00095612
First National Bank of Omaha                         10/19/92           #01097336             Amendment
First National Bank, Wahoo                            1/11/93           #01119343901          Continued
NBD, Detroit                                          2/09/93           #02099338901          Amendment
                                                     11/12/93           #1129331801           Amendment

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Kentucky Secretary of State

<S>                                                    <C>                <C>
First National Bank of Omaha                           11/12/93           134318


Pennsylvania Department of State

First National Bank of Omaha                           11/12/93         22571277


Oklahoma Secretary of State

First National Bank of Omaha                           11/12/93           059782

Mississippi Secretary of State

First National Bank of Omaha                           11/12/93        0756092--


Colorado Secretary of State

First National Bank of Omaha                           11/12/93        932082461


California Secretary of State

First National Bank of Omaha                           11/12/93         93229491


Washington Secretary of State

First National Bank of Omaha                           11/15/93        933190075


Montana Secretary of State

First National Bank of Omaha                           11/15/93           419540


Arizona Secretary of State

First National Bank of Omaha                           11/15/93           765359

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<TABLE>
<CAPTION>


North Carolina Secretary of State
<S>                                                  <C>            <C>
First National Bank of Omaha                         11/15/93       050742


North Dakota Secretary of State

First National Bank of Omaha                         11/16/93       93-380331


Florida Secretary of State

First National Bank of Omaha                         11/17/93       930000236992


Texas Secretary of State

First National Bank of Omaha                         11/29/93       227591--


</TABLE>
                                       5

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