OPTION AGREEMENT

         THIS OPTION AGREEMENT (the  "Agreement"),  is made as of the 6th day of
April,  1998,  by and between  KAVOURAS,  INC.,  a Minnesota  corporation  whose
address is 11400 Rupp Drive,  Burnsville,  MN 55337  ("Kavouras") and EARTHWATCH
COMMUNICATIONS,  INC., a Minnesota  corporation whose address is Woodland Office
Building,   17113  Minnetonka  Boulevard,   Suite  120,  Minnetonka,   MN  55345
("EarthWatch").

         WHEREAS,  EarthWatch has developed and is the owner of certain software
which and Kavouras  desires to obtain the option to license such  software  from
EarthWatch, under the terms and conditions set forth herein.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

         1. Option to Acquire License.  EarthWatch hereby grants to Kavouras the
exclusive right and option  ("Option"),  to be exercised on or before the end of
the Option  Term (as set forth in Section 2  hereof),  to acquire an  exclusive,
twenty (20) year, royalty-free license under the Licensed Rights (as hereinafter
defined) to make,  have made,  use,  market,  license,  sublicense,  distribute,
reproduce,  copy,  sell and  incorporate  into  derivative  works  the  Licensed
Products  (as defined  hereinafter),  the  territory  of such  license to be the
United States and Canada. As used herein, the term "Licensed Rights" means:

         (1)  U.S.  Patent No.  5,379,215,  "Method  for  Creating a 3D Image of
              Terrain  and  Associated  Weather,"  any patent  resulting  from a
              continuation   application,    continuation-in-part   application,
              divisional  application,   re-examination  application,   re-issue
              application or foreign  application  related to the subject matter
              of U.S. Patent No.  5,379,215,  "Method for Creating a 3D Image of
              Terrain and Associated Weather;"

         (2)  all other  patents  covering the  manufacture,  use or sale of the
              Licensed Products;

         (3)  all copyrights related to the Licensed Products;

         (4)  all mask work registrations related to the Licensed Products;

         (5)  all trade secrets,  know-how and show-how  related to the Licensed
              products;

         (6)  all shop rights related to the Licensed Products; and

         (7)  any and all  other  rights  now  owned or  hereafter  acquired  by
              EarthWatch related to the Licensed Products.

         As used herein, the term "Licensed Products" means:

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         (1)  EarthWatch's  Reality 3d  Realtime  Software  (including,  without
              limitation,  Reality 3D textured skylines and the product referred
              to internally by EarthWatch as "virtual set");

         (2)  EarthWatch's SchoolWatch Software (or all work-in-progress thereon
              to the extent incomplete);

         (3)  EarthWatch's  StormWatch  Software  (provided  that the license to
              this software product, only, shall be non-exclusive);

         (4)  EarthWatch's Showmaker Software;

         (5)  all enhancements,  other software,  modules and components used to
              produce real time  three-dimensional  and fly-through effects used
              in television  broadcast,  including  those  necessary to create a
              fully   functional   on-air  news  and  weather   graphics  system
              (excluding EarthVision, also known as WorldScape);

         (6)  all  manuals  or  other  documentation  pertaining  to  any of the
              foregoing; and

         (7)  all  derivative  works  or  other  products  developed  by or  for
              Kavouras which relate in any way to any of the foregoing.

         EarthWatch  hereby  acknowledges  the receipt of the sum of One Million
Five Hundred Thousand and no/100 Dollars  ($1,500,000) in consideration  for the
option granted herein and for a current license under the Licensed Rights of the
Licensed  Products  throughout the world except for the United States and Canada
pursuant to a separate agreement. The parties have agreed that Two Hundred Fifty
Thousand and No/100  Dollars  ($250,000.00)  of the  foregoing  payment has been
escrowed pursuant to a escrow agreement of even date herewith.

         2.  Option  Term.  The term of the Option  (the  "Option  Term")  shall
commence as of the date hereof and shall terminate at midnight on June 20, 1998.

         3.  Exercise of Option.  The Option shall be deemed fully  exercised if
written  notice of election to exercise is given by Kavouras to  EarthWatch  and
the License Fee (as defined hereinafter) is paid at any time prior to expiration
of the  Option  Term.  Notice  shall be given as  provided  in Section 8 of this
Agreement.  The date on which Kavouras exercises the Option shall be referred to
as the  "Exercise  Date".  If  Kavouras  exercises  the Option,  EarthWatch  and
Kavouras  agree to enter into the License  Agreement  (as  defined  hereinafter)
according to the terms and conditions hereafter described.

         4. One-Time License Fee. If the Option is exercised, Kavouras shall pay
to  EarthWatch  as a one-time  license fee the sum of One Million  Five  Hundred
Thousand and No/100 Dollars ($1,500,000.00) (the "License Fee").

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         5.  License  Agreement.  Upon notice from  Kavouras  that it intends to
exercise the Option,  the parties  shall  schedule a closing,  to occur prior to
expiration of the Option Term, at which time Kavouras  shall pay the License Fee
and  EarthWatch  and Kavouras  shall enter into a license  agreement in the form
attached  hereto as Exhibit A,  provided  only that the  "Territory"  under such
license   agreement  shall  be  the  United  States  and  Canada  (the  "License
Agreement").

         6. EarthWatch's  Representations  and Warranties.  EarthWatch makes the
following  representations  and  warranties  to  Kavouras  that,  as of the date
hereof:

         (a) The  individuals  executing  this Agreement on behalf of EarthWatch
have the requisite  authority to execute this Agreement and such other documents
as are  contemplated  or to be  delivered  by  EarthWatch  herein,  and to  bind
EarthWatch  thereto;  and  EarthWatch  has the full and  complete  authority  to
perform  its  obligations  hereunder  and  under  the  License  Agreement,  when
executed;

         (b)  EarthWatch is the sole and exclusive  owner,  free from any liens,
security  interests or other  encumbrances  or claims of third  parties,  of the
Licensed Products, including all copyright and other proprietary rights therein,
and of the ideas,  procedures,  processes,  systems,  methods of  operation  and
concepts  which are embodied  therein.  EarthWatch  has been granted such rights
under U.S. Patent No. 5,379,215,  "Method for Creating a 3D Image of Terrain and
Associated  Weather,"  and the license of the Licensed  Products,  the option to
acquire  which is granted  herein or the use of the  Licensed  Products  for the
purposes  permitted  under such  license,  if acquired,  will not  constitute an
infringement of any third party's  intellectual  property rights or constitute a
breach of any  agreement  between  EarthWatch  and any third  party,  including,
without  limitation,  that  certain  Reseller  License  Agreement by and between
EarthWatch  and WSI  Corporation,  as amended,  that  certain  Software  License
Agreement by and between  EarthWatch and Weather Central,  Inc. and that certain
Exclusive Distributor Agreement for EarthWatch Products in the Government Market
by and between EarthWatch and Sterling Software (U.S.), Inc.;

         (c) The  Licensed  Products,  and all portions  thereof,  are free from
material defects in material and workmanship and will,  without  modification or
supplementation,  permit  the user  thereof  to  create  real-time  3D images of
terrain and  associated  weather from data supplied by or to the user,  provided
that Kavouras  acknowledges  that the current  version of the Licensed  Products
will not permit the user  thereof to create  real-time  3D images of terrain and
associated  weather from data supplied by or to the user using Kavouras data and
that  Kavouras  and  EarthWatch  are in the  process,  pursuant to a  Consulting
Agreement, of creating the data interface to permit such functionality;

         (d) There are no licenses, contracts,  purchase agreements,  options or
other agreements  relating to the Licensed  Property other than as listed on the
attached Exhibit B;

         (e)  EarthWatch  has entered into no  agreements  which would  conflict
with, prohibit or limit the license to be granted upon exercise of the Option;

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         (f)  EarthWatch  has  provided   notice  to  WSI   Corporation  of  the
non-renewal of that certain Reseller License Agreement by and between EarthWatch
and WSI Corporation dated as of June 7, 1994, as amended,  and accordingly after
June 7, 1998 WSI  Corporation  will have no further rights under such agreement;
and

         (g)  EarthWatch  is  not  in  default  in  the  performance  of  any of
EarthWatch's  obligations  to any third  parties,  including  under any easement
agreement, covenant, condition,  restriction or other instrument relating to the
Licensed Products.

         7.  Activities  Prior to Expiration of Option Term.  From and after the
date hereof  until the  exercise of the Option or the  expiration  of the Option
Term,  EarthWatch  shall  not enter  into any  agreement,  amend or  extend  any
agreement, or take or fail to take any other action which would impair, limit or
restrict  the rights to be granted to Kavouras  under the License  Agreement  or
prohibit EarthWatch from fully and timely performing its obligations hereunder.

         8.  Notices.  All notices  provided for in this  Agreement  shall be in
writing.  The notice shall be effective when personally delivered at the address
set forth in the first paragraph  hereof.  If a party delivers a notice provided
for in this  Agreement in a different  manner than  described  in the  preceding
sentence,  notice  shall be  effective  as of the date the other party  actually
receives the notice.

         9.  Governing  Law. This  Agreement has been made under the laws of the
State of Minnesota and such laws shall control its interpretation.

         10.  Assignment.  Neither  party may  assign  its  interest  under this
Agreement  without the prior written  consent of the other,  provided,  however,
that  Kavouras  may  assign  its  interest  to an  affiliate  of  Kavouras  or a
corporation, partnership or other entity which acquires all or substantially all
of the assets of Kavouras.  The parties  hereto  acknowledge  and agree that the
benefits,  but not the burdens,  of the interests of Kavouras in this  Agreement
have been assigned to DTN Market  Communications Group, Inc. ("DTN") pursuant to
that  certain  Agreement  Regarding  Purchase of Contract  and  Contract  Rights
("Assignment")  dated March 30, 1998, among Kavouras,  DTN and Data Transmission
Network  Corporation,  subject to such beneficial interests and rights reverting
back to  Kavouras  as  provided  in the  Assignment;  and that DTN shall have no
liabilities  or  obligations  under  this  Agreement  except the  obligation  to
Kavouras to pay the  EarthWatch  Payments as defined in and  provided for in the
Assignment.  While this  Assignment  remains in  effect,  EarthWatch  shall send
copies of all notices given to Kavouras  hereunder to Data Transmission  Network
Corporation, 9110 West Dodge Road, Suite 200, Omaha, NE 68114, Attention Greg T.
Sloma, President.

         11.  Counterparts.  This Agreement and any amendments to this Agreement
may be executed in counterparts,  each of which shall be fully effective and all
of which together shall constitute one and the same instrument.

         12. No Joint Venture, Partnership. EarthWatch and Kavouras, by entering
into this Agreement and consummating the transactions contemplated hereby, shall
not be considered joint venturers or partners.
         
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         13.  Severability.  In case any one or more of the provisions contained
in this  Agreement  shall  for any  reason  be held to be  invalid,  illegal  or
unenforceable in any respect, such invalidity,  illegality,  or unenforceability
shall not  affect  any  other  provision  hereof,  and this  Agreement  shall be
construed as if such invalid, illegal, or unenforceable provision had never been
contained herein.

         14.  Business Days. In the event that any deadline or performance  date
set forth in this  Agreement  falls on a Saturday,  Sunday or date that  Norwest
Bank  Minnesota is closed for a banking  holiday,  such deadline or  performance
date shall be deemed to be postponed to the next business day thereafter.

         15. Setoff. The parties agree that, if and to the extent that claims of
third parties against EarthWatch or the Licensed Products jeopardize the ability
of EarthWatch to perform or prevent  EarthWatch  from performing its obligations
under  the  License  Agreement  to be  entered  into  pursuant  to  this  Option
Agreement,  Kavouras may (after exhausting the amounts placed in escrow for such
purpose pursuant to an escrow  agreement by and between  EarthWatch and Kavouras
of even date herewith) pay and settle such claims and setoff any such amounts so
paid against the amounts payable to EarthWatch under paragraph 4 hereof.

         EXECUTED by the parties  hereto  effective the day and year first above
written.

                                 KAVOURAS, INC.



                                 By:/s/ Laura Burrow
                                    ---------------------------------
                                    Laura Burrow, Chief Operating Officer



                                 EARTHWATCH COMMUNICATIONS, INC.



                                 By:/s/ Craig Burfeind
                                    ---------------------------------
                                    Craig Burfeind, President

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