STOCK PURCHASE AGREEMENT

         STOCK PURCHASE AGREEMENT (the "Agreement") dated as of May 27, 1998, by
and  among  Data  Transmission  Network  Corporation,   a  Delaware  corporation
("Buyer"),  and Donald W.  Bowles,  Excel  Interfinancial  Corporation,  Charter
Financial Holdings, LLC, Steven L. Reynolds and Douglas Vanderbilt (collectively
the  "Sellers"  and  individually  a  "Seller").  Donald W. Bowles is  sometimes
referred to in this Agreement as "Bowles".

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

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

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

                                    ARTICLE I
                                 SALE OF SHARES

         1.01 Sale of Shares. Subject to the terms and conditions herein stated,
Sellers agree to sell, assign, transfer and deliver to Buyer on the Closing Date
(as  defined  herein),  free  and  clear  of  any  and  all  liens,  claims  and
encumbrances,  good, valid and marketable title to all of the outstanding shares
of capital stock of the Company (the "Shares"), and Buyer agrees to purchase the
Shares from  Sellers on the Closing  Date.  The  certificates  representing  the
Shares  shall be duly  endorsed in blank,  or  accompanied  by stock powers duly
executed in blank,  by Sellers,  with all  signatures  guaranteed  by a state or
national bank.

         1.02  Price.  In full  consideration  for the  purchase by Buyer of the
Shares,  Buyer shall pay to Sellers,  and Sellers  agree to accept from Buyer as
the entire purchase price for the Shares, the following amounts:

         (a)  Buyer shall pay to each Seller on the Closing  Date the amount set
              forth  opposite such Seller's name in Schedule 1 attached  hereto,
              being an aggregate amount of Two Million Dollars ($2,000,000).

         (b)  Sellers will be paid pro rata, based on their percentage ownership
              of the Shares,  640% of the amount (the "Excess Amount"),  if any,
              by which the Recurring  Revenue (as hereinafter  defined) for each
              of the calendar quarters ending June 30, 1998, September 30, 1998,
              December 31, 1998,  March 31, 1999,  and June 30, 1999 exceeds the

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              Base Amount (as hereinafter defined).  Such payments shall be made
              within  thirty  (30)  days  after  the end of each  such  calendar
              quarter.  Recurring Revenue shall mean all revenue received by the
              Company  which is based on  repeating  revenues  or fees  from its
              customers  including,  but not limited to, subscription  revenues,
              maintenance fees,  advertising revenues, and access or usage fees.
              The  Base  Amount  shall  mean at the  time of  determination  the
              greater of (i) $338,087 or (ii) the highest  Recurring Revenue for
              any calendar  quarter  subsequent  to the calendar  quarter  ended
              March 31, 1998,  and preceding the calendar  quarter for which the
              amount is being  determined.  The calendar  quarter referred to in
              clause (ii) as having the highest  Recurring  Revenue  will be the
              last calendar quarter for which there was an Excess Amount.  As an
              example,  if the Recurring Revenue for the calendar quarter ending
              June 30,  1998 is  $300,000  (consequently,  there being no Excess
              Amount  for  such  quarter)  and  the  Recurring  Revenue  for the
              calendar quarter ending  September 30, 1998 is $388,087,  then the
              Excess Amount for such later  calendar  quarter is $50,000.  If in
              the calendar  quarter  ending  December 31,  1998,  the  Recurring
              Revenue is $438,087, then the Excess Amount for such quarter would
              be $50,000.

         (c)  Sellers will be paid pro rata, based on their percentage ownership
              of the Shares,  80% of all  Non-recurring  Revenue (as hereinafter
              defined) received by the Company after the Closing Date and before
              July 1, 1999.  Such payments  shall be made quarterly on or before
              the date  thirty  days  after  the end of each  calendar  quarter.
              Non-recurring  Revenue shall mean all revenue  received from sales
              made or  services  rendered by the  Company  other than  Recurring
              Revenue  (as  defined  above).  Non-recurring  Revenue  shall  not
              include income from extraordinary  items as determined pursuant to
              generally accepted accounting principles.

         1.03  Closing.  The sale  referred to in Section  1.01 (the  "Closing")
shall take place at the office of the Company at 16955 Via Del Campo, Suite 215,
San Diego,  California,  on June 1, 1998,  or at such later date as the  parties
hereto  shall by  written  instrument  designate.  Such time and date are herein
referred to as the "Closing Date".

                                   ARTICLE II
                    REPRESENTATIONS AND WARRANTIES OF SELLERS

         As of the date hereof (except as otherwise  specified herein) and as of
the Closing Date, Sellers (without qualification in the case of Donald W. Bowles
and to their actual knowledge without inquiry in the cases of Sellers other than
Donald W. Bowles) each jointly and severally represents and warrants to Buyer as
follows:

         2.01 Organization and  Qualification.  At the Closing Date, the Company
will be a  corporation  duly  organized,  validly  existing and in good standing
under the laws of California and will have all requisite  power and authority to
own,  lease and operate its properties and to carry on its business as now being
conducted. California is the only jurisdiction in which the Company is qualified

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or licensed to do  business.  Buyer has  heretofore  received  true and complete
copies of the Articles of  Incorporation  and By-laws (or other similar  charter
documents), as currently in effect, of the Company.

         2.02  Capitalization;  Title to Stock. The authorized  capital stock of
the Company  consists of 10,000,000  shares of common  stock,  no par value (the
"Common  Stock"),  of which 873,300 shares are issued and  outstanding as of the
date hereof and no shares are held in the  Company's  treasury.  Sellers are the
record owners of all the Company's  outstanding  shares of Common Stock.  All of
the  outstanding  shares of Common  Stock of the  Company  are duly  authorized,
validly issued,  fully paid and  nonassessable.  Except for the sale to Buyer as
contemplated  by this  Agreement,  there are no outstanding  options,  warrants,
calls or other rights to  subscribe  for or purchase or acquire from the Company
or  Sellers  or  any  affiliate  of the  Company,  or any  plans,  contracts  or
commitments  providing for the issuance of, or the granting of rights to acquire
(i) any capital stock of the Company or (ii) any securities  convertible into or
exchangeable  for  any  capital  stock  of  the  Company.  The  Company  is  not
contractually  obligated to repurchase,  redeem or otherwise  acquire any of its
outstanding  shares of capital stock.  Each Seller  represents and warrants only
with respect to that Seller and not with respect to any other Seller,  that such
Seller (i) has good, valid and marketable title,  beneficially and of record, to
the respective  Shares set forth opposite his or its name on Schedule 1 attached
hereto, free and clear of all liens,  encumbrances and rights of others, (ii) is
in rightful  possession of duly and validly  authorized and issued  certificates
evidencing  his or its  ownership  of  record of such  Shares,  and (iii) at the
Closing  Date,  will have full right,  power and  authority  to sell,  transfer,
convey and deliver to Buyer,  in  accordance  with the terms of this  Agreement,
good, valid and marketable  title,  beneficially  and of record,  to all of such
Shares  being  sold by such  Seller  to Buyer  hereunder,  free and clear of all
liens, encumbrances and rights of others.

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

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

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insolvency,  reorganization,  moratorium and other laws of general applicability
relating to or affecting creditors' rights and to general principles of equity.

         2.05  Consents  and  Approval;  No  Violation.  Except  as set forth on
Schedule 2.05,  neither the execution and delivery of this Agreement by Sellers,
nor the consummation of the transactions  contemplated hereby, nor compliance by
any Seller  with the  provisions  hereof,  will (i)  require  the Company or any
Seller to file or register with,  notify,  or obtain any permit,  authorization,
consent or approval of, any  governmental  or  regulatory  authority  except for
those  requirements  which become  applicable  to the Company as a result of the
specific  regulatory  status  of Buyer or as a result of any  other  facts  that
specifically relate to the business  activities in which Buyer is engaged;  (ii)
conflict with or breach any provision of the Articles of Incorporation,  By-laws
or trust agreement (or other similar governing  documents) of the Company or any
Seller;  (iii)  violate or breach a provision of, or constitute a default (or an
event  which,  with notice or lapse of time or both would  constitute a default)
under, any of the terms, covenants,  conditions or provisions of any note, bond,
mortgage, indenture, deed of trust, license, franchise, permit, lease, contract,
agreement or other instrument,  commitment or obligation to which the Company or
any  Seller is a party,  or by which the  Company  or any Seller or any of their
respective  properties or assets may be bound; or (iv) violate any order,  writ,
injunction, decree or judgment of any court or governmental authority applicable
to the Company or any Seller or any of their material assets (provided, however,
as to this  Section  2.05,  each Seller so  represents  and  warrants  only with
respect  to the  Company  and that  Seller  and not with  respect  to any  other
Seller).

         2.06  Financial  Statements.   Sellers  have  delivered  to  Buyer  the
unaudited  balance sheet of the Company as of April 30, 1998, and the statements
of income for the year ended December 31, 1997, and the three month period ended
March 31, 1998 (the "Financial  Statements").  The Financial Statements (i) have
been prepared in accordance with the books and records of the Company,  and (ii)
present  fairly the  financial  position of the Company as of April 30, 1998 and
the results of operations  for the year ended  December 31, 1997,  and the three
month period ended March 31, 1998,  on a cash basis and  otherwise in conformity
with generally accepted accounting  principles.  The Financial Statements do not
contain  any items of special  or  nonrecurring  income or any other  income not
earned in the ordinary course of business except as expressly  disclosed therein
or as set forth in Schedule 2.06.

         2.07  Undisclosed  Liabilities.  Except  (i)  as  provided  for  in the
Financial  Statements,  (ii) as  disclosed in Schedule  2.07 or as  specifically
identified  on other  Schedules  to this  Agreement  or (iii) for  normal  trade
obligations  incurred in the ordinary course of business subsequent to April 30,
1998,  consistent  with  past  practices,  the  Company  has no  liabilities  or
obligations in excess of $10,000 individually or $25,000 in the aggregate of any
kind or nature,  whether  known or unknown  or  secured  or  unsecured  (whether
absolute, accrued, contingent or otherwise, and whether due or to become due).

         2.08 Absence of Certain  Changes or Events.  Except (i) as set forth in
Schedule  2.08,  (ii) as disclosed in the other  Schedules  hereto,  or (iii) as
reflected in the Financial Statements, since April 30, 1998, the Company has not
(a) taken any action  specified  in Sections  4.01  (a)-(o)  herein  (other than

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actions taken after the date hereof with the consent of Buyer), (b) suffered any
material  adverse  change  in its  assets,  liabilities,  business,  results  of
operations  or financial  condition,  (c) suffered  any damage,  destruction  or
casualty loss  adversely  affecting any material  assets of the Company,  or (d)
entered into any  transaction,  or conducted its business or  operations,  other
than in the  ordinary  and  usual  course  of  business,  consistent  with  past
practices.

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

         (b) Except as set forth on Schedule 2.09, the real properties  owned or
leased by the Company are used and  operated in  substantial  compliance  and in
conformity  in all  material  respects  with  all  permits,  leases,  contracts,
commitments,  licenses and, to the best knowledge of Sellers,  applicable  laws.
With respect to all buildings  which are owned or leased by the Company,  except
for  restrictions  under  applicable  zoning  laws and  ordinances,  to the best
knowledge of Sellers, no condition, law or regulation precludes or restricts the
use of such properties for the purposes for which they are used.

         (c) All of the material  assets used in the business of the Company are
in  reasonably  good and  serviceable  condition  in  accordance  with  industry
practice and as such are, to the best knowledge of Sellers,  adequate to conduct
the business of the Company.

         2.10  Material  Contracts.  Except as set forth in Schedule  2.10,  the
Company  does  not  have  nor is it  bound  by (a) any  agreement,  contract  or
commitment  relating  to the  employment  of any person by the  Company,  or any
bonus, commission, severance or termination pay, deferred compensation, pension,
profit  sharing,  stock option,  employee  stock  purchase,  retirement or other
employee  benefit plan, (b) any agreement,  indenture or other  instrument which
contains  restrictions  with  respect  to  payment  of  dividends  or any  other
distribution  in respect of its capital stock,  (c) any  agreement,  contract or
commitment relating to capital  expenditures in excess of $10,000,  (d) any loan
or advance to, or  investment  in, any other person other than cash  advances in
the ordinary course of business consistent with past practice, or any agreement,
contract  or  commitment  relating  to the making of any such  loan,  advance or
investment  except  for  cash  advances  in  the  ordinary  course  of  business
consistent with past practice, (e) any debt obligation for borrowed money or any
guarantee  or other  contingent  liability  in  respect of any  indebtedness  or
obligation  of any  other  person  (other  than the  endorsement  of  negotiable
instruments for collection and other similar transactions in the ordinary course
of business), (f) any management,  distributorship,  sales, service (personal or
otherwise), consulting or any other similar type of contract, (g) any agreement,
contract or commitment limiting the freedom of the Company to engage in any line

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of business or to compete  with any other  person or in any area,  (h) any other
agreement,  contract or  commitment  which  involves  $25,000 or more and is not
cancelable  without  penalty  within  30 days,  (i) any  outstanding  powers  of
attorney or proxies  granted to any person for any purpose  whatsoever,  (j) any
contract or oral or written  agreement for the  acquisition of any other person,
(k) any agreement as to which the United States Government,  any state, local or
municipal  government or any foreign government or any agency or instrumentality
of any of the  foregoing  is a  party,  exclusive  of any such  agreement  which
contains  solely the provisions set forth in a form contract used by the Company
in its  ordinary  course of  business,  which  forms have been  previously  made
available  to Buyer,  or (l) any  proposed  contract  or  agreement  which  upon
acceptance of a customer or third party would create a binding  obligation  upon
the Company and which would not be cancelable without penalty within thirty (30)
days and would  involve a commitment  to pay $25,000 or more  annually (all such
oral  or  written  agreements,   contracts,  arrangements  and  commitments  are
hereinafter referred to as the "Material Contracts"). True, complete and correct
copies of all such written  contracts,  commitments,  agreements or arrangements
described  on  Schedule  2.10 will have been made  available  to Buyer  prior to
Closing.  To the best  knowledge of Sellers,  Schedule  2.10 contains a complete
list of all such oral contracts,  agreements,  commitments or  arrangements  and
identifies  which of such  contracts are oral in nature.  Except as set forth on
Schedule 2.10, there is not, under any of the Material Contracts, any default or
event which, with notice or lapse of time or both, would constitute a default on
the part of the  Company.  Neither the Company nor any Seller has  received  any
notice from the other party to such  Material  Contracts of the  termination  or
threatened  termination  thereof and no Seller  knows of the  occurrence  of any
event which would allow such other party to  terminate  such  Material  Contract
except as otherwise  disclosed in the Schedules  hereto.  Except as set forth on
Schedule 2.10 or any other Schedule hereto,  no indebtedness of the Company will
be accelerated by its terms, or result from the consummation of the transactions
contemplated hereby.

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

         2.11 Major Customer  Contracts.  Schedule 2.11  identifies the eighteen
(18)  agreements  in  effect  on the date of this  Agreement  that  yielded  the
greatest  amount of Recurring  Revenues to the Company for the calendar  quarter
ended March 31, 1998 (the "Major Customer Contracts"). With respect to the Major
Customer Contracts:

         (a) The Company is the party that  provides the services  under each of
the Major Customer Contracts and, except as set forth in Schedule 2.11, no Major
Customer Contract  contains  provisions to the effect that it will be subject to
termination  or  renegotiation  as a  result  of the  transactions  contemplated
hereby;

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         (b) Prior to Closing  Bowles will have made  available to Buyer correct
and complete  copies of all of the Major  Customer  Contracts and all amendments
thereto and all extensions and renewals thereof;

         (c) Except as set forth on Schedule 2.11, no notice of termination of a
Major Customer  Contract has been received by the Company,  and no such customer
has indicated in writing its intention to terminate a Major Customer Contract;

         (d) There are no credits, monies or the like in excess of $1,000 due to
any customer who is a party to a Major Customer  Contract other than pursuant to
the terms of the Major Customer Contracts;

         (e) Except as set forth on Schedule  2.11, the Company has not received
any written  notice of any warranty or indemnity  claims by any customer under a
Major Customer  Contract which has not been settled to the  satisfaction  of the
customer claimant;

         (f) Except as set forth on Schedule  2.11, the Company has not received
any written  notice of default from any customer under any of the Major Customer
Contracts; and

         (g) Except as set forth in Schedule  2.11, the Company has not received
any notice of the filing by or against  any  customer  who is a party to a Major
Customer  Contract of a petition in  bankruptcy,  assignment  for the benefit of
creditors,  a  petition  seeking   reorganization,   composition,   liquidation,
dissolution or similar arrangement.

         2.12 Leases.  Schedule  2.12 hereto sets forth an accurate  list of (a)
all  written  leases  under  which  the  Company  is a lessee  or lessor of real
property  or office  space and (b) all other  leases to which the  Company  is a
party (as lessee)  involving  annual  rental  payments in excess of $5,000.  All
rents and  additional  rent due to date and to the  Closing  Date on such leases
have and will have been paid and in each case,  the lessee has been in peaceable
possession  since  the  commencement  of the  original  term  of such  lease  or
arrangement  and is not in default  thereunder.  Except as set forth on Schedule
2.12,  there is not,  with respect to leases  referred to in clauses (a) and (b)
above, any existing  default,  or an event of default,  or event which,  with or
without notice or lapse of time or both,  would constitute a default or an event
of default, on the part of the Company.

         2.13  Proprietary Rights; Computer Programs, Databases and Software.

         (a) Schedule  2.13 contains a complete  list of all  trademarks,  trade
names,  assumed names, service marks, logos,  patents,  copyrights and copyright
registration,  and any applications for registration therefor presently owned or
held by the  Company  or with  respect  to which the  Company  owns or holds any
license or other direct or indirect  interest  (collectively,  the  "Proprietary
Rights");  and no other Proprietary  Rights are used in or are necessary for the
conduct of the business of the Company as such business is presently  conducted.
Unless  otherwise  indicated in such Schedule  2.13 the Company owns  sufficient
right,  title and  interest in and to the  material  Proprietary  Rights for the
conduct of its  business.  No  material  Proprietary  Rights used by the Company

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conflict  with or infringe the rights of any other  person.  No claims have been
asserted by any person with respect to the ownership,  validity,  license or use
of the Proprietary  Rights and no Seller knows of any basis for such claim.  The
Company has taken all measures  which it believes to be  appropriate to maintain
and  protect  the  Proprietary  Rights.  The  Company  has the  right to use all
material  Proprietary  Rights,  to provide and sell the  services  and  products
provided  and sold by it, and to conduct its business as  heretofore  conducted,
and, except as set forth on Schedule 2.13, the  consummation of the transactions
contemplated  hereby  will not alter or impair  any such  rights.  Except as set
forth on Schedule  2.13, no person is known to be infringing on or violating the
Proprietary Rights used by the Company.

         (b) Prior to the Closing,  copies of the license agreements relating to
any computer programs, databases or software used by the Company shall have been
made available to Buyer. The Company owns,  leases or licenses and has the right
to use computer  programs,  databases  and  software  which are  sufficient  and
adequate  to  operate  the  business  of the  Company as it is  presently  being
conducted.  Except as set forth on Schedule  2.13,  all such computer  programs,
databases and software and the source codes thereof,  if  applicable,  have been
maintained only at the Company's offices at 16955 Via Del Campo,  Suite 215, San
Diego, California. Except in the ordinary course of its business or as set forth
in  Schedule  2.13,  the  Company has not sold,  licensed,  leased or  otherwise
transferred  or granted any interest or rights to any of its computer  programs,
databases  or software to any other  person.  The  occurrence  in or use by such
computer  programs,  databases and software of dates on or after January 1, 2000
("millennial  dates") will not  adversely  affect the  performance  thereof with
respect  to data  dependent  data,  compilations,  output,  or  other  functions
(including but not limited to  calculating,  comparing and  sequencing) and that
such computer programs,  databases and software will create,  store, process and
output  information  related to or including  millennial  dates without error or
omissions.

         2.14  Litigation.  Schedule  2.14  sets  forth a  complete  list and an
accurate   description  of  all  claims,   actions,   suits,   proceedings   and
investigations pending and threatened, by or against or involving the Company or
its business and, in the case of collection  claims,  those involving  claims in
excess of  $10,000.  No such  pending  or  threatened  claims,  actions,  suits,
proceedings or investigations,  if adversely determined,  would, individually or
in the aggregate, materially adversely affect the business, financial condition,
results  of  operations  or  prospects  of the  Company  taken as a whole or the
transactions  contemplated  hereby.  The Company does not know of any reasonable
basis for any other such claim, action, suit,  proceeding or investigation.  The
Company is not subject to any judgment,  order or decree  entered in any lawsuit
or proceeding which may have a material adverse effect on any of its operations,
business practices or on its ability to acquire any property or conduct business
in any area.

         2.15 Employee Benefit Matters. (a) Except as disclosed on Schedule 2.15
hereto and as described in subparagraph  (b) (i) below,  neither the Company nor
any member of the Control  Group  (within  the meaning of section  414(b) of the
Internal  Revenue  Code  of  1986,  as  amended  (the  "Code")  maintains,   has
contributed to or has ever been obligated to contribute to, for, on behalf of or
with respect to current or former employees of the Company, any employee benefit
plan (as defined in Section 3(3) of the Employee  Retirement Income Security Act
of 1974, as amended ("ERISA")),  multiemployer plan (as defined in ERISA Section

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3(37)),  stock  purchase  plan,  stock  option  plan  or  deferred  compensation
agreement, plan or funding arrangement (collectively "Employee Plans").

         (b) (i) The only  employee  welfare  benefit plans (as defined in ERISA
Section 3(1))  maintained by the Company is a Group Medical  Insurance Plan (the
"Company Plan"). A copy of the Company Plan has been furnished to Buyer.

         (ii) To the best  knowledge  of  Sellers,  with  respect to the Company
Plan:

         (A)  to  the  extent  it is  intended  to  meet  the  requirements  for
tax-favored  treatment  under  Subchapter  B of Chapter 1 of the Code meets such
requirements in all material respects;

         (B) there is no  disqualified  benefit (as such term is defined in Code
Section  4976(b))  which would  subject  Sellers,  the Company or Buyer to a tax
under Code Section 4976(a);

         (C) to the extent it is a group health plan (as such term is defined in
Code Section 162  (i)(3)),  it complies  and has  complied  with the  applicable
requirements of Code Section 162(k), Title XXII of the Public Health Service Act
and  the  applicable  provisions  of the  Social  Security  Act in all  material
respects; and

         (D) it may be amended or  terminated  by the  Company or Buyer on or at
any time after the Closing Date.

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

         2.17  Labor  Matters.  Except as set forth in  Schedule  2.17,  (i) the
Company is in  compliance  in all material  respects  with all  applicable  laws
respecting health and occupational safety,  employment and employment practices,
terms and  conditions  of  employment  and wages and hours  (including,  without
limitation,  the Federal Immigration Reform and Control Act of 1986), (ii) there
is no unfair labor practice  complaint against the Company pending or threatened
before the  National  Labor  Relations  Board,  (iii)  there are no  proceedings
pending or threatened  before the National Labor Relations Board with respect to
the Company,  (iv) there are no  discrimination  charges  (relating to sex, age,
religion, race, color, national origin, ethnicity, handicap or veteran status or
any other basis protected by relevant law) pending before any federal,  state or
local agency or authority  against the Company or any of its  employees,  (v) no
grievance  which  might  have a  material  adverse  effect  upon the  Company is

                                       9
                                    - 178 -
<PAGE>

currently  pending,  (vi) the Company is not bound by any collective  bargaining
agreement  and  there is no  collective  bargaining  agreement  currently  being
negotiated by the Company and (vii) the Company has not experienced any material
labor difficulty during the past three years.

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

         2.19 Tax Matters. (a) Except as set forth in Schedule 2.19, the Company
has filed or will file or cause to be filed  within  the time and in the  manner
prescribed  by law all  Federal,  state,  local and  foreign tax returns and tax
reports which are required on or before the Closing Date to be filed by, or with
respect to, it. Such returns and reports  accurately  reflect all  liability for
taxes of the Company for the periods covered thereby. All Federal,  state, local
and  foreign  income,  profits,  franchise,   sales,  use,  occupancy,   excise,
withholding,  payroll,  employment  and other taxes and  assessments  (including
interest  and  penalties)  payable by, or due from,  the Company have been fully
paid or adequately disclosed and provided for in the Financial Statements of the
Company.

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

         (c)  Except as set  forth in  Schedule  2.19,  (i) the  Company  is not
delinquent in the payment of any Taxes (as defined in Section 6.03 hereof),  and
(ii) no  extensions  of time have been granted to the Company to file any return
required by  applicable  law to be filed by it prior to or on the Closing  Date,
which have  expired or will expire on or before the Closing  Date  without  such
return having been filed.

         (d) The  federal  income tax  returns of the Company (or returns of any
consolidated  group which  include the  Company)  have not been  examined by the
Internal Revenue Service (the "IRS").

         (e) The Company has not participated (nor will the Company  participate
prior to the Closing) in or cooperate with an  international  boycott within the
meaning of Section 999 of the Code.

         (f) Except as set forth in Schedule 2.19, all transactions  which could
give rise to a  substantial  understatement  of federal  income tax  (within the
meaning of Section  6661 of the Code) were  adequately  disclosed on the returns
required in accordance with Section 6661(b)(2)(8) of the Code.

                                       10
                                    - 179 -
<PAGE>

         2.20 Transactions with Affiliates. Except as expressly provided in this
Agreement or as set forth in Schedule  2.20, the Company does not owe any amount
or  have  any  liability  (contingent  or  otherwise),   contract,   commitment,
arrangement or obligation to or with Sellers or any of their affiliates.  Except
as set forth on Schedule 2.20,  neither  Bowles nor any of his affiliates  owns,
directly or  indirectly,  any interest that will survive the Closing in, or is a
director or employee of, or consultant to, any organization that is a competitor
in the United States, supplier,  licensor,  customer,  creditor or debtor of the
Company. No Seller or persons known by any Seller to be affiliates of any Seller
have any  material  interest  in any  significant  property,  real or  personal,
tangible or intangible, of the Company.

         2.21 Accounts  Receivable.  Except as set forth on Schedule  2.21,  the
accounts  receivable  reflected on the April 30, 1998 balance sheet contained in
the Financial  Statements and all accounts  receivable arising between April 30,
1998 and the date  hereof  arose  from bona fide  transactions  in the  ordinary
course of business.  Except as set forth on Schedule  2.21,  no account has been
assigned or pledged to any other person,  firm or corporation  and no defense or
setoff to any such account has been asserted by the account obligor.  The amount
of all accounts receivable, unbilled invoices and other debts due or recorded in
the  records  and books of account of the Company as being due to the Company at
the Closing Date less the amount of $20,000 are good and  collectible in full in
the ordinary course of business.

         2.22  Environmental Matters.  Except as set forth in Schedule 2.22:

         (a) The  Company  is in  material  compliance  with,  and has not  done
anything  to be in  material  violation  of,  the  terms and  conditions  of all
environmental  permits,  licenses,  and other authorizations  required under all
applicable  federal,  state and local laws relating to the  environment,  or the
premises owned, leased or occupied by them.

         (b) To the best  knowledge of Sellers,  there are no conditions at, on,
under or related to, the real property  constituting the premises upon which the
business of the Company is conducted or otherwise  owned,  occupied or leased by
the Company  (collectively,  the "Premises") which presently poses a significant
hazard to human health or the  environment.  There has been no production,  use,
treatment,   storage  in  underground  tanks,  pits,  or  surface  impoundments,
transportation  or  disposal  by the  Company  of any  Hazardous  Substance,  as
hereinafter  defined,  on the Premises nor any release or threatened  release by
the Company of any Hazardous Substance, pollutant or contaminant into or upon or
over the  Premises  or into or upon ground or surface  water at or within  2,000
feet of the boundaries of the Premises. To the best knowledge of Sellers, except
as set forth in Schedule  2.22,  there are no  asbestos  or  asbestos-containing
materials incorporated into the buildings or interior improvements that are part
of the Premises or other assets to be  indirectly  transferred  pursuant to this
Agreement. For purposes of this Agreement, "Hazardous Substance" shall mean, any
hazardous or toxic substance,  material or waste which is regulated by any local
governmental authority, or any State or the United States Government.

         2.23 Brokers and  Finders.  No Seller has employed any broker or finder
and no broker or  finder is  entitled  to any  brokerage  fees,  commissions  or

                                       11
                                    - 180 -
<PAGE>

finder's fees arising from any act,  representation or promise of any of them in
connection with the transactions  contemplated hereby;  provided,  however, each
Seller so represents  and warrants only with respect to that Seller and not with
respect to any other Seller.

         2.24 Books and Records.  The minute books of the Company, as previously
made available to Buyer,  contain accurate  records in all material  respects of
all  meetings of and  corporate  actions or written  consents by the  respective
stockholders  and Boards of  Directors  of the  Company.  Except as set forth in
Schedule 2.24, the Company does not have any of its records, systems,  controls,
data or information recorded, stored,  maintained,  operated or otherwise wholly
or  partly  dependent  upon or  held by any  means  (including  any  electronic,
mechanical  or  photographic   process,   whether  computerized  or  not)  which
(including  all  means of  access  thereto  and  therefrom)  are not  under  the
exclusive ownership and direct control of the Company.

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

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

         2.27 No Changes Prior to Closing Date.  During the period from the date
hereof to and including the Closing Date, the Company will not have taken any of
the actions specified in Section 4.01(a)-(o),  without the prior written consent
of Buyer.

                                   ARTICLE III
                     REPRESENTATIONS AND WARRANTIES OF BUYER

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

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

         3.02  Authority  Relative  to this  Agreement.  Buyer  has full  power,
capacity and  authority  (corporate  or  otherwise)  to execute and deliver this
Agreement and to consummate the transactions  contemplated hereby. The execution
and  delivery  of  this  Agreement  and  the  consummation  of the  transactions
contemplated  hereby  have  been  duly and  validly  authorized  by the Board of

                                       12
                                    - 181 -
<PAGE>

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

         3.03 Consents and  Approvals;  No Violation.  Neither the execution and
delivery  of this  Agreement  by  Buyer  nor the  consummation  by  Buyer of the
transactions  contemplated  hereby,  nor  compliance  by  Buyer  with any of the
provisions  hereof,  will (i) require Buyer to file or register with, notify, or
obtain any permit,  authorization,  consent, or approval of, any governmental or
regulatory  authority except for those  requirements  which become applicable to
Buyer as a result  of the  specific  regulatory  status of the  Company  or as a
result of any other facts that specifically relate to the business activities in
which the Company is or proposes to be engaged; (ii) conflict with or breach any
provision of the Certificate of Incorporation or by-laws of Buyer; (iii) violate
or breach any  provision  of, or  constitute a default (or an event which,  with
notice or lapse of time or both,  would  constitute a default under,  any of the
terms, covenants conditions or provisions of any note, bond mortgage,  indenture
deed of trust, license, franchise,  permit, lease, contract,  agreement or other
instrument,  commitment  or  obligation  to which Buyer is a party,  or by which
Buyer or any of its properties or assets may be bound, except for such breach or
default  which  would not have a  material  adverse  effect on the  transactions
contemplated  by this  Agreement  taken as a whole;  or (iv)  violate any order,
writ,  injunction,  decree,  judgment,  statute,  law or  ruling of any court or
governmental  authority applicable to Buyer or any of its material assets, which
violation would have a material adverse effect on the transactions  contemplated
by this Agreement taken as a whole.

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

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

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

                                       13
                                    - 182 -
<PAGE>

         3.07 Access and  Information.  Between  the Closing and June 30,  1999,
Buyer  and its  representatives  shall  and  shall  cause  the  Company  and its
representatives to afford Bowles on behalf of Sellers and their  representatives
full and free access to the Company's personnel,  properties,  contracts,  books
and records,  and other  existing  documents and data as Sellers may  reasonably
request, and furnish Sellers with such additional financial, operating and other
data and  information  as Sellers may reasonably  request to confirm  compliance
with the terms of this  Agreement.  Such  information  shall be  subject  to the
restrictions set forth in Section 4.02 (b) of this Agreement.

         3.08  Maintenance of Company  Powers.  Between the Closing and June 30,
1999,  Buyer shall maintain and preserve the corporate  existence of the Company
and all rights, privileges,  licenses, trade names, franchises and other rights,
the absence of which would have a material  adverse affect on the conduct of its
business;   conduct  its  business  in  an  orderly  manner,  without  voluntary
interruption;  maintain  its  properties  in good working  order and  condition,
ordinary  wear and tear and damage by casualty  excepted;  and from time to time
make all needed  repairs to, and renewals or  replacements  of its properties so
that the efficiency of those properties shall be fully maintained and preserved.

         3.09 Maintenance of Business Organization. Between the Closing and June
30, 1999,  Buyer shall use its good faith  efforts to maintain the relations and
good will of all material customers of the Company.

         3.10 Continuation of Business. Between Closing and June 30, 1999, Buyer
shall  continue  to  conduct  the  business  operations  of  the  Company  in  a
commercially  reasonable  manner  calculated  in  good  faith  to  increase  the
Recurring Revenue and Non-Recruiting Revenue of the business of the Company.

         3.11  Affirmative  Undertakings.  Without  limiting the  generality  of
Section 3.10, Buyer specifically undertakes and agrees for the period commencing
on Closing and ending June 30, 1999, as follows:

               (a) it will  continue  marketing  support  for the  products  and
services of the Company by providing  funding,  personnel and management support
for such efforts at levels not less than those  provided in the ordinary  course
of business prior to Closing;

               (b) it will continue product  development and enhancement efforts
for the  Company's  products and services by providing  funding,  personnel  and
management  support for such  efforts at levels not less than those  provided in
the ordinary course of business prior to Closing;

               (c) it  will  maintain  price  structures  for the  products  and
services of the Company in a  commercially  reasonable  manner  intended in good

                                       14
                                    - 183 -
<PAGE>

faith,  along  with the  marketing  plans for such  products  and  services,  to
increase the Recurring Revenues and Non-Recurring Revenue of the Company;

               (d) it  will  use its  good  faith  efforts  to  maintain  market
identity and product integrity for each of the material products and services of
the  Company  and will  market such  products  and  services  in a  commercially
reasonable  manner  intended  in good faith to  increase  Recurring  Revenue and
Non-Recurring Revenue of the Company.

               (e) it will  maintain  in full  force  and  effect  all  existing
agreements  between the Company  and Buyer or modify such  agreements  only in a
commercially  reasonable manner intended in good faith to increase the Recurring
Revenue and  Non-Recurring  Revenue of the Company  and will  neither  cause nor
permit the occurrence of any event  constituting,  either  currently or with the
passage of time, a breach or default by the Company or Buyer thereunder, subject
to applicable cure periods;

               (f) it will use commercially  reasonable  efforts to maintain the
Major Customer Contracts in full force and effect in accordance with their terms
as of the Closing or modify such  agreements  only in a commercially  reasonable
manner   intended  in  good  faith  to  increase  the   Recurring   Revenue  and
Non-Recurring  Revenue  of the  Company  and  shall  not  cause  or  permit  the
occurrence of any event  constituting,  either  currently or with the passage of
time,  a breach or  default  by the  Company,  subject  to the  applicable  cure
periods, with respect to any such contract.

         3.12  Negative  Covenants.  During the period from  Closing to June 30,
1999, Buyer will not cause or permit the Company to:

               (a) except as required  by or  necessary  to bring in  compliance
with generally accepted accounting  principles (A) utilize accounting principles
different from those used in the  preparation of the Financial  Statements,  (B)
change its method of  maintaining  its books or accounts  and records  from such
methods as in effect with respect to the preparation of the Financial Statements
so as to cause a  material  adverse  affect in the  financial  condition  of the
Company  or its  operations  taken  as a whole,  or (C)  accelerate  booking  of
revenues or the deferral of  expenses,  other than as shall be  consistent  with
past practice and in the ordinary course of business;

               (b) in any manner which would have a material  adverse  affect on
the  financial  condition  of the  Company or its  operations  taken as a whole,
license,  transfer,  grant, waive, release, permit to lapse or otherwise fail to
preserve any of the material  Proprietary Rights,  dispose of or permit to lapse
any material license,  permit or other form of authorization,  or dispose of any
customer lists;

               (c) terminate or amend to fail to perform all of its  obligations
under any material contract; or

               (d) enter into an agreement to do any of the things  described in
clauses 3.12 (a) through (c).

                                       15
                                    - 184 -
<PAGE>

                                   ARTICLE IV
                            COVENANTS OF THE PARTIES

         4.01  Conduct of  Business of the  Company.  During the period from the
date of this  Agreement to the Closing  Date,  Sellers will cause the Company to
(i) conduct its business  and  operations  according  to its ordinary  course of
business  consistent  with past  practice  except as otherwise  provided in this
Section  4.01,  (ii)  use its best  efforts  to  preserve  intact  its  business
organization  and its  relationship  with  licensors,  suppliers,  distributors,
employees,  customers and others having business relationships with them, except
as may otherwise be agreed by Sellers and Buyer,  and (iii) use its best efforts
to maintain the Major Customers Contracts in full force and effect in accordance
with their terms up to the Closing Date.  Without limiting the generality of the
foregoing,  prior to the  Closing  without the prior  written  consent of Buyer,
Sellers will not permit the Company to:

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

         (b) (i)  create,  incur or assume any debt,  liability  or  obligation,
direct or indirect,  whether accrued,  absolute,  contingent or otherwise, other
than  normal  trade  obligations  incurred  in the  ordinary  course of business
consistent  with past practice or (ii) pay any debt,  liability or obligation of
any kind other than  current  liabilities  incurred  in the  ordinary  course of
business  consistent  with past  practice  and  current  maturities  of existing
long-term debt or (iii) assume, guarantee, endorse or otherwise become liable or
responsible (whether directly, contingently or otherwise) for the obligations of
any other  person,  or make any loans or  advances  to any person  except in the
ordinary course of business  consistent with past practice;  provided,  however,
that without the prior  written  consent of Buyer,  the Company  shall not enter
into a new  agreement  to provide  services  or amend in a material  respect any
existing agreement to provide services or, by action or failure to act, renew or
cause to be renewed  any Major  Customer  Contract or other  customer  contracts
designated by Buyer in writing in effect at the date hereof;

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

         (d) (i) change in any manner the rate or terms of compensation or bonus
payable or to become payable to any director, officer or employee or (ii) change
in any manner the rate or terms of any insurance,  pension,  severance, or other
employee  benefit  plan,  payment  or  arrangement  made  to,  for or  with  any
employees;

                                       16
                                    - 185 -
<PAGE>

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

         (f) except as otherwise  permitted in this Section 4.01, enter into any
agreement  or  commitment  for any  borrowing,  capital  expenditure  or capital
financing in excess of $10,000 individually or in the aggregate;

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

         (h) make any investment of a capital nature either by purchase of stock
or securities,  contributions to capital, property transfers or otherwise, or by
the purchase of any material property or assets of any other  individual,  firm,
corporation or entity, except in the ordinary course of business consistent with
past practice;

         (i) except as required by generally accepted accounting  principles (A)
utilize  accounting  principles  different from those used in the preparation of
the Financial Statements, (B) change in any manner its method of maintaining its
books or accounts  and records from such methods as in effect on the date of the
Financial  Statements,  or (C) accelerate booking of revenues or the deferral of
expenses,  other  than as shall be  consistent  with  past  practice  and in the
ordinary course of business;

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

         (k)  enter into any collective bargaining agreement;

         (l) settle or compromise any claim,  suit or cause of action  involving
more than $10,000;

         (m)  license,  transfer,  grant,  waive,  release,  permit  to lapse or
otherwise fail to preserve any of the material Proprietary Rights, dispose of or
permit to lapse any material license, permit or other form of authorization,  or
dispose of any customer list;

         (n) terminate or amend or fail to perform all of its obligations  under
any Material Contract; or

                                       17
                                    - 186 -
<PAGE>

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

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

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

         (b) After the Closing  Date,  Sellers  will,  and will cause all of its
advisors, agents and affiliates (collectively,  "representatives"),  to maintain
all information,  written or oral,  specifically  concerning the business of the
Company and unique to such business (the "Information") in confidence and not to
disclose any portion of such  Information to any person or entity.  In the event
that any Seller or any of their  representatives  is  requested  or required (by
oral  question or request for  information  or documents  in legal  proceedings,
interrogatories,  subpoena,  civil  investigative  demand or similar process) to
disclose any Information,  it is agreed that Buyer will be promptly  notified of
such request or requirement so that it may seek an appropriate protective order,
and/or waive  compliance with the provisions of this Section  4.03(b).  If Buyer
does not promptly seek and obtain a protective order, any Seller or any of their
representatives  may disclose such  Information to the tribunal  notwithstanding
the first sentence of this Section 4.03(b);  provided that such person shall use
its  reasonable  best  efforts to obtain,  at the  request of Buyer,  reasonable
assurance  that  confidential  treatment will be accorded to such portion of the
Information  required  to  be  disclosed  as  Buyer  designates.  The  foregoing
provisions of this Section 4.03(b) shall not apply to (i)  Information  which at
the  time  of  disclosure,  is  generally  available  to  the  public,  or  (ii)
Information which, after disclosure,  becomes generally  available to the public
other than as a consequence of a breach of this Section 4.03(b).

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

                                       18
                                    - 187 -
<PAGE>

         4.05  Reasonable  Best Efforts.  Subject to the terms and conditions of
this  Agreement  and except as  otherwise  provided  herein,  all of the parties
hereto will use their reasonable best efforts to take, or cause to be taken, all
action,  and to do,  or  cause to be  done,  all  things  necessary,  proper  or
advisable under applicable laws and regulations to consummate and make effective
the transactions  contemplated by this Agreement.  In case at any time after the
Closing any further  action is  necessary or desirable to carry out the purposes
of this  Agreement  or to put Buyer in  possession  of all of the  assets of the
Company,  each party to this Agreement will, or will cause its affiliates as the
case may be, to take all such necessary action  including,  without  limitation,
the  execution  and delivery of such further  instruments  and  documents as may
reasonably be requested by the parties  hereto for such purposes or otherwise to
complete or perfect the transactions contemplated hereby.

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

         4.07  Filings.  Buyer and  Sellers  will file  pursuant  to  applicable
securities laws all requisite documents and notifications in connection with the
transactions  contemplated  by  this  Agreement.  Buyer  and  each  Seller  will
coordinate  and cooperate  with each other in exchanging  such  information  and
providing  such  reasonable  assistance as the others may require to comply with
applicable securities laws.

         4.08  Disclosure  Supplements.  From time to time prior to the Closing,
Sellers  will  promptly   supplement   or  amend  the   Schedules   ("Disclosure
Supplements") referred to in this Agreement with respect to any matter hereafter
arising  which,  if  existing  or  occurring  at or  prior  to the  date of this
Agreement,  would have been  required to be set forth or described in a Schedule
or which is  necessary  to  correct  any  information  in a  Schedule  or in any
representation  or warranty  of any Seller  which has been  rendered  inaccurate
thereby.  The  representations and warranties of Sellers shall be amended by the
Disclosure  Supplements  in all respects and for all purposes other than for the
purposes of determining  satisfaction  of the conditions to Closing set forth in
Article V.

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

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

                                       19
                                    - 188 -
<PAGE>

         4.11 No  Solicitation.  Sellers  shall not, and shall cause the Company
not to, initiate,  solicit,  encourage, or participate in, any discussions with,
or provide any information to, any corporation,  partnership,  person, entity or
group,  other than Buyer and its  employees and agents,  concerning  any merger,
consolidation,  sale of assets or similar transaction  involving the Company, or
any sale of  Shares  or  capital  stock  of the  Company,  including  securities
convertible into or exchangeable  for such  securities,  by the issuer (any such
transaction being referred to herein as an "Acquisition Proposal"). Sellers will
suspend any pre-existing discussions involving any Acquisition Proposal and will
immediately  advise Buyer if the Company or any Seller  receives any Acquisition
Proposal from any corporation, partnership, person, entity or group.

         4.12  Access  to  Customers  and  Suppliers.  Between  the date of this
Agreement  and the  Closing  Date,  Sellers  will cause the  Company to permit a
representative  of Buyer to accompany a representative  of the Company when they
meet with or talk to the officers and  employees of the  customers and suppliers
of the  Company.  In  addition,  Sellers  will  cause  the  Company  to permit a
representative  of Buyer to meet with or talk to the officers  and  employees of
the customers and suppliers of the Company, provided,  however, that the Company
shall  have a right  to have a  representative  present  at  such  meetings  and
discussions.


                                    ARTICLE V
                                   CONDITIONS

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

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

         (b) Bowles and Buyer shall have entered into as of the Closing Date the
agreement  referred to in Section 7.01 and otherwise  performed their respective
obligations under Article VII.

         5.02   Conditions  to  the   obligations   of  Sellers  to  Effect  the
Transactions  Contemplated  Hereby.  The  obligations  of  Sellers to effect the
transactions  contemplated hereby shall be further subject to the fulfillment at
or prior to the Closing of each of the following conditions,  any one or more of
which may be waived in whole or in part by Sellers in writing:

                                       20
                                    - 189 -
<PAGE>

         (a) Buyer shall have  performed  and complied in all material  respects
with all  agreements,  obligations,  conditions and covenants  contained in this
Agreement  required to be performed  and complied  with by it at or prior to the
Closing  and all  representations  and  warranties  of Buyer  contained  in this
Agreement  shall be true and correct in all material  respects as of the date of
this  Agreement  and as of the Closing  Date,  and Sellers  shall have  received
certificates  to that effect  signed by the  President or any Vice  President of
Buyer together with such other documents,  instruments and writings  required to
be delivered by Buyer at or prior to the Closing  pursuant to this  Agreement or
otherwise reasonably required by Buyer in connection herewith.

         (b) Sellers shall have received an opinion from counsel to Buyer, dated
the Closing Date, to the effect set forth in Exhibit A hereto.

         (c) Buyer shall have delivered to Sellers a copy of the  Certificate of
Incorporation  of Buyer,  including  all  amendments  thereto,  certified by the
Secretary  of State of the State of  Delaware  and (ii) a  certificate  from the
Secretary of the State of Delaware to the effect that Buyer is in good  standing
in such State.

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

         (e) All material consents,  waivers,  authorizations and approvals,  if
any, necessary to permit Sellers to consummate the transactions  contemplated by
this Agreement shall have been received.

         (f) All  proceedings  to be taken in connection  with the  transactions
contemplated  by this  Agreement  and all  documents  incident  thereto shall be
reasonably satisfactory in form and substance to Sellers and their counsel.

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

         (a) Sellers shall have performed and complied in all material  respects
with all  agreements,  obligations,  conditions and covenants  contained in this
Agreement  required to be performed and complied with by them at or prior to the
Closing and all the  representations and warranties of Sellers set forth in this
Agreement  shall be true and correct in all material  respects as of the date of
this  Agreement and as amended by any  Disclosure  Supplements as of the Closing
Date,  and Buyer  shall have  received  certificates  to that  effect  signed by
Sellers together with such other documents, instruments and writings required to
be delivered by Sellers or by the Company at or prior to the Closing pursuant to
this Agreement or otherwise required in connection herewith,  provided, however,
that if the Disclosure  Supplements  reveal a change from the Schedules attached
hereto at the date  hereof  that is  unacceptable  to Buyer,  Buyer shall not be
obligated to effect the transactions contemplated hereby.

                                       21
                                    - 190 -
<PAGE>

         (b) Sellers  shall have  delivered to Buyer (i) copies of the Company's
Articles of  Incorporation  including all  amendments  thereto  certified by the
Secretary  of  State of the  State  of  California,  (ii)  certificate  from the
Secretary  of State to the  effect  that the  Company  is in good  standing  and
listing all charter documents of the Company on file, and (iii) a certificate as
to the tax status of the Company in the State of California .

         (c) Prior to the  Closing  Date,  there  shall be no  material  adverse
change in the assets or  liabilities,  the business or  condition,  financial or
otherwise,  the results of operations,  or prospects of the Company,  from April
30, 1998,  and Sellers shall have  delivered to Buyer a  certificate,  dated the
Closing Date, to such effect.

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

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

         (f) Other than as  disclosed  in the  schedules  attached  hereto,  the
Company shall not have received any notice of cancellation of any Major Customer
Contract  or  real  property  lease  or have  any  basis  to  believe  any  such
cancellation may occur.

         (g) Buyer shall have received an opinion from counsel to Sellers, dated
the Closing Date, in form and substance  satisfactory  to Buyer and its counsel,
to the effect set forth in Exhibit B hereto.

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

         (i) The  Company  shall not have taken any of the  actions set forth in
Section 4.01(a) - (o) without the prior written consent of Buyer.

         (j) Buyer shall have received  satisfactory evidence of the resignation
as of the time of Closing of such of the present  officers (in their capacity as
corporate  officers  only) and  directors of the Company as Buyer may request at
least 3 business days prior to Closing.

                                       22
                                    - 191 -
<PAGE>

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

         (l) Buyer and its counsel shall have approved (which approval shall not
be  unreasonably  withheld)  (i)  the  form of  stock  certificate  and  related
instruments of transfer to be delivered to Buyer at the Closing,  (ii) all other
proceedings  to be effected at the Closing or otherwise in  connection  with the
transactions  contemplated by this Agreement,  and (iii) all other documents and
instruments  to be delivered at the Closing or otherwise in connection  with the
transactions contemplated by this Agreement.

                                   ARTICLE VI
                          SURVIVAL AND INDEMNIFICATION

         6.01  Survival  of  Representations,   Warranties  and  Covenants.  All
covenants and  agreements of any party hereto set forth herein shall survive the
Closing for the period provided for in such covenant or, if not so provided, for
a period of one year. The  representations and warranties set forth herein shall
survive the Closing and shall remain in effect for a period of one year from the
Closing Date, provided that (x) any claim for indemnification  which is asserted
within the time period set forth in Section  6.02(e) shall survive such one year
period,  for the period set forth in such Section,  and (y) claims under Section
6.03 with  respect  to  liability  for Taxes  which  are  asserted  prior to the
expiration  of the  applicable  statute of limitation  (including  any extension
thereof) respecting such Tax liability or obligation shall also survive such one
year period for the period set forth in such Section.

         6.02 Post-Closing Indemnification. (a) From and after the Closing Date,
Bowles shall  defend,  indemnify and hold  harmless  Buyer and its  subsidiaries
(including  the  Company)  and  each of  their  successors,  assigns,  officers,
directors and employees (the "Buyer Indemnitee Group") against and in respect of
any and all losses, actions, suits, proceedings,  claims, liabilities,  damages,
causes of action, demands,  assessments,  judgments,  and investigations and any
and all costs and expenses paid to third parties,  including without limitation,
reasonable attorneys' fees and expenses (collectively,  "Damages"),  suffered by
any of them as a result of, or arising from: (i) except for matters  referred to
in clauses  (ii) and (iii)  hereof and in Section  6.03,  any  inaccuracy  in or
breach of or omission  from any of the  representations  or  warranties  made by
Bowles in Article II of this  Agreement  or  pursuant  hereto (as amended by the
Disclosure Supplements), or any nonfulfillment,  partial or total, of any of the
covenants  or  agreements  made by Bowles in this  Agreement  to the  extent not
waived by Buyer in writing;  (ii) except for matters referred to in clause (iii)
hereof and in Section 6.03, any claim, action, suit, proceeding or investigation
of any kind  relating to or arising from events  occurring  prior to the Closing
Date,  instituted  by or against or involving the Company or any of its business
or  assets  (other  than  those  claims,   actions,   suits,   proceedings   and
investigations set forth in Schedule 2.14 of the Disclosure Schedule) regardless
of whether such claims, actions,  suits,  proceedings or investigations are made
or commenced before or after the Closing Date, provided that Damages relating to
claims,  actions,  suits,  proceedings and investigations  that relate to events
occurring  both before and after the Closing Date shall be  equitably  allocated

                                       23
                                    - 192 -
<PAGE>

between Buyer and Sellers and;  (iii) the failure or inability of the Company to
collect all accounts receivable  reflected on the Financial  Statements less the
amount of $20,000, provided,  however, the Company and Buyer shall have used all
customary methods to collect such accounts receivable and provided further, that
if Bowles shall be required to pay any amounts  hereunder,  Buyer or the Company
shall  assign  uncollected  accounts  receivable  to  Bowles,  who  may  use all
necessary  reasonable means to collect it,  including  bringing an action in the
name of the Company.

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

         (c) From and after the  Closing  Date,  each  Seller  other than Bowles
shall defend, indemnify and hold harmless the Buyer Indemnitee Group against and
in respect  of any and all  Damages  suffered  by any of them as a result of, or
arising  from,  any  inaccuracy  in or  breach  of or  omission  from any of the
representations  or  warranties  made  by such  Seller  in  Article  III of this
Agreement or pursuant hereto, or any  non-fulfillment,  partial or total, of any
of the covenants or agreements made by such Seller in this Agreement.

         (d) If a claim by a third party is made against an  indemnified  party,
and if such party  intends to seek  indemnity  with respect  thereto  under this
Article VI, the indemnified  party shall promptly (and in any case within thirty
days of such claim  being  made)  notify the  indemnifying  party of such claim,
provided,  however,  that the failure to so notify the indemnifying  party shall
not discharge the  indemnifying  party of its obligations  hereunder except that
the indemnifying  party shall not be liable for default judgments or any amounts
related  thereto  if the  indemnified  party  shall  not  have so  notified  the
indemnifying party.  Subject to the following  sentence,  the indemnifying party
shall have thirty days after  receipt of such notice to  undertake,  conduct and
control,  through  counsel of its own  choosing  (which is  satisfactory  to the
indemnified party) the settlement or defense thereof,  and the indemnified party
shall cooperate with it in connection  therewith (provided that the indemnifying
party shall permit the  indemnified  party to participate in such  settlement or
defense through counsel chosen by the indemnified party,  provided that the fees
and expenses of such counsel  shall be borne by the  indemnified  party) and the
indemnifying  party shall promptly  reimburse the indemnified party for the full
amount  of any loss  resulting  from  such  claim and all  related  expenses  as
incurred  by  the   indemnified   party  within   limits  of  this  Article  VI.
Notwithstanding  anything herein to the contrary,  the  indemnified  party shall
have the right to conduct and control the defense of any such claim in the event
that such claim (including a claim for equitable  relief) or the continuation of
such claim  could  reasonably  be expected to  materially  adversely  affect the
business,  results  of  operations,  prospects  or  financial  condition  of the

                                       24
                                    - 193 -
<PAGE>

indemnified party or any of its affiliates,  provided,  however, the indemnified
party may not  settle any claim for an amount in excess of $25,000 or consent to
any settlement which imposes equitable remedies on the indemnifying party or its
affiliates  without the prior consent of the indemnifying  party,  which consent
shall not be unreasonably withheld, unless the indemnified party agrees to waive
any right to indemnity  therefor by the indemnifying  party. If the indemnifying
party does not notify the indemnified party within thirty days after the receipt
of the  indemnified  party's  notice of a claim of indemnity  hereunder  that it
elects to  undertake  the defense  thereof or if the  indemnifying  party is not
reasonably  contesting the claim in good faith, the indemnified party shall have
the right to  contest,  settle or  compromise  the claim in the  exercise of its
reasonable judgment, and all losses incurred by the indemnified party, including
all fees and expenses of counsel for the indemnified party, shall be paid by the
indemnifying party.

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

         6.03  Tax Indemnity, Etc.

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

         (b) Subject to Section 6.04,  Bowles shall indemnify Buyer, the Company
and their affiliates and their  respective  successors and assigns (each, a "Tax
Indemnified  Party",  and collectively,  "Tax Indemnified  Parties") against and
hold  the Tax  Indemnified  Parties  harmless  on an  after-tax  basis  from all
liability, loss or damage and from all expenses paid to third parties (including
reasonable  attorneys'  fees) with  respect to all such Taxes  described  in the
immediately preceding clause (a) which are in excess of U.S. $5,000.

         (c) If, in connection  with the audit of any federal,  state,  local or
foreign  return,  any claim or  demand  is  asserted  in  writing  against a Tax
Indemnified  Party  which may result in a claim for  indemnification  under this
Section  6.03,  such party shall  notify  Bowles of such claim or demand  within
twenty-five (25) days of receipt thereof. Bowles shall have the right to control
at his own cost and  expense,  the  defense of such  claim or demand,  provided,
however, he shall consult with Buyer with respect to such defense,  and he shall
not  compromise  or settle such claim or demand  without the consent of Buyer if
such compromise or settlement would adversely affect Buyer,  which consent shall
not be  unreasonably  withheld.  Subject to the foregoing,  the Tax  Indemnified
Party  shall  cooperate  fully in such  defense as and to the extent  reasonably

                                       25
                                    - 194 -
<PAGE>

requested by Bowles.  In the event Bowles does not timely  pursue the defense of
the  matter,  the Tax  Indemnified  Party  shall  have the full  right to defend
against such liability,  and shall be entitled to settle or agree to pay in full
such claim or demand in its sole  discretion  and  thereafter  pursue its rights
under this Agreement.

         (d) Bowles shall pay to the Tax Indemnified Party all indemnity amounts
within  thirty  (30) days after  written  demand  therefor,  or, if they  timely
contest a claim or demand,  within  thirty (30) days after the matter is settled
or finally determined.

         (e)  Bowles  and  Buyer  shall  cooperate  fully  with  each  other  in
accordance  with the reasonable  request of the other party,  in connection with
any audit,  litigation or other  proceeding with respect to the Tax liability of
the Company and the  preparation  of any tax return with respect to the Company.
Such cooperation  shall include the retention,  and upon a party's request,  the
provision to the other parties of records and  information  which are reasonably
relevant to any such proceeding or return, as well as making employees available
on a mutually convenient basis to provide additional information and explanation
of any material provided hereunder.  Strict  confidentiality shall be maintained
for such records and information.

         (f) For  purposes of this Section  6.03,  in the case of any Taxes that
are imposed on a periodic  basis and are payable for a period that begins before
the  Closing  Date and ends  after the  Closing  Date,  the  portion of such Tax
payable for the period  ending on the Closing  Date shall (i) in the case of any
property  taxes and other  taxes  determined  at a fixed  rate for a period,  be
deemed  to be the  amount  of such Tax for the  entire  period  multiplied  by a
fraction the  numerator  of which is the number of days in the period  ending on
the  Closing  Date and the  denominator  of which is the  number  of days in the
entire period,  and (ii) in the case of any other Taxes,  be deemed equal to the
amount which would be payable if the taxable year ended on the Closing Date.

         (g) All tax allocation,  tax sharing and similar agreements, if any, to
which the  Company is or was a party at any time on or before the  Closing  Date
shall be  terminated  as of the Closing Date with  respect to the  Company.  The
Company shall have no obligation  for the payment of any amount  pursuant to any
such agreement,  except as expressly  provided for in the Financial  Statements.
Subject to Section 6.04, the foregoing  indemnity  obligations of Bowles and the
covenants  and  agreements  of the parties  contained in this Section 6.03 shall
survive the Closing and be applicable for the applicable  statute of limitations
(as such may be waived or extended).

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

                                       26
                                    - 195 -
<PAGE>

         6.04 Limitation on Indemnification.  (a) Notwithstanding the provisions
of Sections 6.02 and 6.03 hereof, (i) Bowles shall not be obligated to indemnify
and hold harmless the Buyer  Indemnitee  Group and the Tax  Indemnified  Parties
unless and until the aggregate amount of all claims for which indemnification is
sought under  Sections 6.02 and 6.03 exceeds Fifty Thousand  Dollars  ($50,000),
and then  only as to the  amount by which  aggregate  claims  thereunder  exceed
$50,000 and (ii) the aggregate  liability  with respect to the  indemnifications
contained  in Sections  6.02 and 6.03 shall not exceed ten percent  (10%) of the
aggregate cash  consideration  paid or to be paid to Bowles pursuant to Sections
1.02 and 7.02  hereof;  provided,  however,  the  limitations  contained in this
Section   6.04  shall  not  apply  to  an   inaccuracy   in  or  breach  of  the
representations and warranties of Bowles in Section 2.02 hereof, for which there
shall  be  no  limitations   (either  minimum  thresholds  or  maximum  amounts)
applicable to the  indemnifications  therefore  contained in Section 6.02(a)(i).
Notwithstanding  the  provisions  of Section  6.02  hereof,  Buyer  shall not be
obligated to indemnify  and hold  harmless  Sellers  until the  aggregate of all
claims for which  indemnification  is sought under  Section  6.02 exceeds  Fifty
Thousand  Dollars  ($50,000),  and then only as to the amount by which aggregate
claims thereunder exceed $50,000.

         (b) Except for liability provided for in Section 8.02(b) hereof and the
remedy of  specific  performance  provided  for in Section  9.12  hereof,  Buyer
acknowledges  and agrees that its sole and exclusive  remedy with respect to any
and all claims  relating to any  inaccuracy in or breach of or omission from any
of the  representations  or  warranties  made by  Bowles in  Article  II of this
Agreement shall be pursuant to the indemnification  provisions set forth in this
Article VI. Except for liability  provided for in Section 8.02(b) hereof and the
remedy of specific  performance  provided for in Section  9.12  hereof,  Sellers
acknowledge  and agree that their sole and exclusive  remedy with respect to any
and all claims  relating to any  inaccuracy in or breach of or omission from any
of the  representations  or  warranties  made by  Buyer in  Article  III of this
Agreement shall be pursuant to the indemnification  provisions set forth in this
Article VI.


                                   ARTICLE VII
                        ADDITIONAL AGREEMENTS WITH BOWLES

         7.01  Non-Competition.  At the Closing,  Bowles and Buyer shall execute
and deliver to each other the Confidentiality  and Non-competition  Agreement in
the form attached hereto as Exhibit C, dated as of the Closing Date.

         7.02  Purchase  of Bowles'  Goodwill.  Subject to the  Closing,  Bowles
agrees to sell,  assign and  transfer  to Buyer on the Closing  Date,  and Buyer
agrees  to  purchase  all of the  individual  and  personal  goodwill  of Bowles
pertaining  to or  arising  out of  the  business  of  developing  software  and
providing  financial  and  communication  services  for the  financial  services
industry  (the  "Goodwill").  Although  the  Goodwill  was used by Bowles in the
conduct of the business of the Company up to the date of this  Agreement,  it is
acknowledged by Sellers to be a separate and valuable asset of Bowles apart from
the goodwill of the Company.  Concurrently with the Closing, Bowles shall assign
the Goodwill to Buyer, free and clear of all liens, claims and encumbrances,  by
a duly  executed  assignment  in form  reasonably  requested  by Buyer.  In full

                                       27
                                    - 196 -
<PAGE>

consideration  for the  purchase  by Buyer of the  Goodwill,  Buyer shall pay to
Bowles (i) 160% of the Excess Amount (as defined in Section 1.02(b)) for each of
the calendar  quarters  ending June 30, 1998,  September 30, 1998,  December 31,
1998,  March  31,  1999,  and  June 30,  1999 and (ii) 20% of the  Non-recurring
Revenue  (as  defined in Section  1.02(c))  received  by the  Closing  after the
Closing  Date and before July 1, 1999.  Such  payments  shall be made  quarterly
simultaneously  with the payments to Sellers as provided in Section 1.02 (b) and
(c) hereof.  Buyer shall have a right of setoff  against these  payments for any
liability of Bowles to Buyer pursuant to this Agreement.

         7.03 Inactive Software Systems. All ownership and rights of the Company
to its currently  inactive  software  systems known as "Mutual Fund and Variable
Annuity  Hypothetical  System"  and  "Wholesaler  System",  only  to the  extent
separable  from other  software  programs  or systems  of the  Company,  will be
transferred  to Bowles on or prior to the Closing  Date,  subject to (i) Buyer's
right of first  refusal to acquire such  software  systems in the event of their
subsequent  disposition  or transfer;  and (ii) such software  systems not being
used in a manner which, if used by Bowles, would violate the restriction against
competition  contained  in the  Confidentiality  and  Non-Competition  Agreement
attached as Exhibit C hereto.


                                  ARTICLE VIII
                           TERMINATION AND ABANDONMENT

         8.01 Termination. This Agreement may be terminated at any time prior to
the Closing:

         (a)  by the mutual consent of Sellers and Buyer; or

         (b) by either Buyer or Bowles if the Closing shall not have occurred on
or before May 25,  1998 or such  later  date as may be agreed  upon by Buyer and
Bowles.

         8.02 Procedure and Effect of  Termination.  In the event of termination
of this Agreement and abandonment of the transactions contemplated hereby by any
or all of the parties  pursuant to Section 8.01,  written  notice  thereof shall
forthwith be given to the other  parties to this  Agreement  and this  Agreement
shall  terminate and the  transactions  contemplated  hereby shall be abandoned,
without  further  action by any of the  parties  hereto.  If this  Agreement  is
terminated as provided herein:

         (a) the parties hereto will promptly  redeliver to Sellers or Buyer, as
the case may be, all  documents,  work papers and other  materials  of any other
party relating to the transactions  contemplated hereby, whether obtained before
or after the execution hereof; and

         (b) no party hereto shall have any  liability or further  obligation to
any other party to this  Agreement  pursuant to this  Agreement  except (i) with
respect to Section 4.04, and (ii) solely with respect to  terminations  pursuant
to Section 8.01(b), any party whose material breach of any covenant or agreement
hereunder shall have resulted in the failure of the transactions contemplated by
this Agreement to close, shall be liable for breach of contract or otherwise, to

                                       28
                                    - 197 -
<PAGE>

the extent  provided by law;  provided,  however,  that this subsection (b) (ii)
shall not be construed to limit the remedies otherwise available with respect to
such defaulting party.

                                   ARTICLE IX
                            MISCELLANEOUS PROVISIONS

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

         9.02 Waiver of Compliance;  Consents.  Except as otherwise  provided in
this Agreement, any failure of any of the parties to comply with any obligation,
covenant,  agreement or  condition  herein may be waived by the party or parties
entitled to the  benefits  thereof  only by a written  instrument  signed by the
party  granting  such  waiver,  but such waiver or failure to insist upon strict
compliance  with such  obligation,  covenant,  agreement or condition  shall not
operate as a waiver of, or estoppel  with  respect to, any  subsequent  or other
failure.  Whenever this Agreement requires or permits consent by or on behalf of
any party hereto,  such consent shall be given in writing in a manner consistent
with the  requirements  for a waiver of  compliance as set forth in this Section
9.02.

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

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

         (a)      if to Sellers, to:
                  Donald W. Bowles
                  16955 Via Del Campo, Suite 215
                  San Diego, California  92127

                  with a copy to:

                  Fisher Thurber LLP
                  4425 Executive Square, Suite 1600
                  LaJolla, CA  92037
                  Attn:   David A. Fisher


                                       29
                                    - 198 -
<PAGE>



         (b)      if to Buyer, to:

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

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

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

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

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

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

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

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


                                       30
                                    - 199 -
<PAGE>



         9.10  Certain Definitions.

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

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

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

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

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

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

         9.11  Severability.  The parties hereto acknowledge that the provisions
of this Agreement,  including the territorial and time  limitations set forth in
Section 7.01 hereof, are reasonable under the circumstances.  The parties intend
that the  covenants  contained in Section 7.01 (a) and (b) shall be construed as
separate  covenants  as to each city,  county and state in the United  States in
which the Company is  conducting  business as of the Closing.  Any  provision of
this Agreement that 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  provisions  in any  other
jurisdiction.

         9.12 Specific Performance.  Each of the parties hereto acknowledges and
agrees that the other parties hereto would be  irreparably  damaged in the event
any of the  provisions of this  Agreement  are not performed in accordance  with
their specific terms or are otherwise breached. Accordingly, each of the parties
hereto agrees that they each shall be entitled to an  injunction or  injunctions
to  prevent  breaches  of the  provisions  of  this  Agreement  and  to  enforce
specifically  this Agreement and the terms and  provisions  hereof in any action
instituted  in any  court of the  United  States  or any  state  thereof  having
personal  and subject  matter  jurisdiction,  in addition to any other remedy to
which such party may be entitled at law or in equity. In the event of any action
or  proceeding  to  enforce  the terms and  conditions  of this  Agreement,  the
prevailing  party  shall be entitled to an award of  reasonable  attorneys'  and
expert's fees and costs in addition to such other relief as may be granted.


                                       31
                                    - 200 -
<PAGE>



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

                                   DATA  TRANSMISSION  NETWORK
                                   CORPORATION

Date:  May 27, 1998                /s/ Charles R. Wood
                                   -------------------------------
                                   Charles R. Wood, Sr. Vice President


Date:  May 28, 1998                /s/ Donald W. Bowles
                                   ----------------------------
                                   Donald W. Bowles


                                   EXCEL INTERFINANCIAL CORPORATION


Date:  May 28, 1998                /s/ Richard Muir
                                   ----------------------------------
                                   Richard Muir, Executive Vice President



                                   CHARTER FINANCIAL HOLDINGS, LLC


Date:  May 29, 1998                /s/ John L. O'Donnell
                                   ---------------------------------
                                   John L. O'Donnell, Manager


Date:  May 28, 1998                /s/ Steven L. Reynolds
                                   --------------------------------
                                   Steven L. Reynolds


Date:  May 28, 1998                /s/ Douglas Vanderbilt
                                   --------------------------
                                   Douglas Vanderbilt



                                       32
                                    - 201 -
<PAGE>

                                   SCHEDULE 1

<TABLE>
<CAPTION>

                                                                                     Percentage of
   Name and                      Number of                    Payment Due              Balance of
Address Of Seller              Shares Owned                   at Closing             Purchase Price

<S>                              <C>                          <C>                         <C>   
Donald W. Bowles                 790,000                      $1,809,200                  90.46%

Excel Interfinancial              13,300                      $   30,400                   1.52%
  Corporation

Charter Financial                 10,000                      $   23,000                   1.15%
  Holdings, LLC

Steven L. Reynolds                45,000                      $  103,000                   5.15%

Douglas Vanderbilt                15,000                      $   34,400                   1.72%
                                 -------                      ----------                   -----

TOTALS                           873,300                      $2,000,000                    100%

</TABLE>
                                       33
                                    - 202 -
<PAGE>

                                    EXHIBIT A


                                (Opinion of AK&C)

                           Dated _______________ ,1998


Mr. Donald W. Bowles
16955 Via Del Campo, Suite 215
San Diego, California 92127

Dear Mr. Bowles:

         We have acted as counsel to Data Transmission  Network Corporation (the
"Company"), a Delaware corporation, in connection with the Company's purchase of
all of the  issued and  outstanding  capital  stock of  National  Datamax,  Inc.
pursuant to that certain Stock  Purchase  Agreement  dated as of May ___,  1998,
among all of the  stockholders  of National  Datamax,  Inc. and the Company (the
"Agreement").  This opinion is being rendered to you pursuant to Section 5.02(b)
of the Agreement.  Capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Agreement.

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

         (i)      the Agreement;

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

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

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

         In such  examination  and review we have assumed the genuineness of all
signatures,  the legal  capacity of natural  persons,  the  authenticity  of all
documents submitted to us as originals,  the conformity to original documents of
all  documents  submitted  to us as  certified or  photostatic  copies,  and the
authenticity  of the originals of such copies.  As to any facts  material to the
opinions hereafter expressed which we did not independently establish or verify,
we  have  relied  without   investigation  upon  certificates,   statements  and
representations  of  representatives  of the  Company.  During the course of our

                                       34
                                    - 203 -
<PAGE>

discussion with such  representatives  and our review of the documents described
above in  connection  with the  preparation  of these  opinions,  no facts  were
disclosed to us that caused us to conclude that any such certificate,  statement
or representation is untrue. In making our examination of the documents executed
by persons or entities  other than the  Company,  we have assumed that each such
other  person or entity had the power and capacity to enter into and perform all
his, her or its obligations thereunder and the due authorization of, and the due
execution and delivery of, such documents by each such person or entity.

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

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

         1. The Company is a corporation duly organized,  validly existing,  and
in good standing under the laws of the State of Delaware.

         2. The  Company  has the  corporate  power and  authority  to  execute,
deliver,   and  perform  the  Agreement  and  to  consummate  the   transactions
contemplated  thereby. The Agreement has been duly executed and delivered by the
Company  and  constitutes  the valid and  binding  obligations  of the  Company,
enforceable  against the Company in accordance  with its terms.  The  execution,
delivery  and  performance  of  the  Agreement  and  the   consummation  of  the
transactions  contemplated  thereby have been duly and validly authorized by all
necessary corporate action on the part of the Company.

         3.  Except  as set  forth  in the  Agreement,  neither  the  execution,
delivery,  nor  performance  of  the  Agreement  nor  the  consummation  of  the
transactions  contemplated thereby (i) conflicts with or violates any provisions
of the  Certificate  of  Incorporation  or By-laws of the  Company,  (ii) to our
knowledge, violates any judgment, decree, order, writ or injunction specifically
naming the Company, (iii) to our knowledge,  requires on the part of the Company
any filing with, or permit,  authorization,  consent or approval of, any federal
or state  governmental  agency, or (iv) to our knowledge,  violates any statute,
rule or regulation.

         This opinion  relates solely to the laws of the State of Nebraska,  and
applicable  Federal  laws of the United  States,  and we express no opinion with
respect to the effect or  applicability of the laws of other  jurisdictions.  We
have assumed  that,  and our  opinions  expressed in paragraph 2 above are based
upon our assumption that, the internal laws of the State of Nebraska and Federal
law govern the  provisions of the Agreement  and the  transactions  contemplated
thereby.

                                       35
                                    - 204 -
<PAGE>

         Our opinions relating to validity,  binding effect,  and enforceability
of  the  Agreement  are  subject  to  (i)  applicable  bankruptcy,   insolvency,
reorganization,   arrangement,  moratorium,  fraudulent  conveyance,  and  other
similar laws or judicial  decisions  affecting the validity and  enforcement  of
creditors' rights generally,  (ii) Nebraska law which may restrict your right to
collect   attorneys'  fees  from  a  defaulting   party,   (iii)  public  policy
considerations  or  statutory  provisions  which may  limit a party's  rights to
indemnification  against liability for its own wrongful or negligent acts and to
obtain  certain  remedies  (iv)  provisions  of Nebraska law which  restrict the
concurrent exercise of multiple remedies,  (v) principles of equity which permit
the exercise of judicial  discretion  (regardless of whether such enforceability
is considered  in a proceeding in equity or at law). In applying the  principles
of equity referred to in the preceding  clause (v) a court,  among other things,
might not allow a contractual party to declare a default deemed immaterial; such
principles  of equity,  as applied by a court,  also might include a requirement
that a contractual party act reasonably and in good faith. We express no opinion
as  to  the   enforceability  of  provisions  of  the  Agreement  which  involve
disclaimers,  liability  limitations with respect to third parties,  releases of
legal or equitable defenses,  liquidated damages, or waivers of notices, rights,
or remedies,  or which impose  penalties or forfeitures upon the occurrence of a
default.  Certain  remedial  provisions of the Agreement may be unenforceable in
whole or in part,  but the  inclusion  of such  provisions  does not  affect the
validity of the Agreement;  however, the unenforceability of such provisions may
result in delays in the enforcement of the Buyer's rights and remedies under the
Agreement (and we express no opinion as to the economic consequences, if any, of
such delays).

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

                                       Very truly yours,

                                       ABRAHAMS, KASLOW & CASSMAN


                                       By:


                                       36
                                    - 205 -
<PAGE>

                                    EXHIBIT B

                         (Opinion of Fisher Thurber LLP)

                           Dated _______________ ,1998


Data Transmission Network Corporation
9110 West Dodge Road
Suite 200
Omaha, NE  68114

Gentlemen:

         We have acted as counsel to National Datamax,  Inc. (the "Company"),  a
California  corporation,  and certain of its shareholders,  Donald W. Bowles and
Charter Financial Holdings, LLC (collectively the "Shareholders"), in connection
with your  purchase of all of the issued and  outstanding  capital  stock of the
Company  pursuant to that certain Stock Purchase  Agreement dated as of May ___,
1998,  among all of the  stockholders of the Company and you (the  "Agreement").
This  opinion  is being  rendered  to you  pursuant  to  Section  5.03(g) of the
Agreement.  Capitalized  terms used herein and not otherwise  defined shall have
the meanings set forth in the Agreement.

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

         (i)      the Agreement;

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

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

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

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

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

                                       37
                                    - 206 -
<PAGE>

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

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

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

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

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

         3. The authorized  capital stock of the Company  consists of 10,000,000
shares of Common Stock, $1.00 par value, of which 873,300 shares are outstanding
and no shares are held in the  treasury of the Company.  All of the  outstanding
shares of Common  Stock of the  Company  have been duly  authorized  and validly
issued  and  are  fully  paid  and  non-assessable  with no  personal  liability
attaching to the ownership thereof. To our knowledge, except as disclosed in the
disclosure schedules to the Agreement,  there are no outstanding  subscriptions,
scrip, warrants, commitments, conversion rights, calls, options or agreements to
issue  or  sell  additional  securities  of  the  Company,  and  no  obligations
whatsoever  requiring,  or  which  might  require,  the  Company  to  issue  any
securities.

                                       38
                                    - 207 -
<PAGE>

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

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

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

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

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

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

         10.  All  corporate  proceedings  required  by the  California  General
Corporation Law to be taken by the Board of Directors or the stockholders of the
Company on or prior to the Closing Date in  connection  with the  execution  and
delivery of the Agreement and in connection  with the sale of all of the capital
stock of the Company have been duly and validly taken.

                                       39
                                    - 208 -
<PAGE>

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

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

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

                                       Very truly yours,

                                       FISHER THURBER LLP

                                       By:


                                       40
                                    - 209 -
<PAGE>

                                    EXHIBIT C


                               CONFIDENTIALITY AND
                            NON-COMPETITION AGREEMENT

         THIS  AGREEMENT  is  made  and  entered  into  as of the  _____  day of
_________________,  1998, by Donald W. Bowles ("Shareholder") for the benefit of
Data  Transmission  Network  Corporation,   a  Delaware  corporation,   and  its
subsidiaries and affiliated corporations (collectively, "DTN").

                                R E C I T A L S:

         A. Prior to the date hereof, National Datamax, Inc. (the "Company") has
operated a business which licenses  software and provides  information  services
regarding  publicly  traded  securities  and related  financial  information  to
broker/dealers,  financial planners,  and other customers.  For purposes of this
Agreement,  all of the  businesses of the Company are  collectively  referred to
herein as the "Business".

         B. Pursuant to the terms and  conditions of that certain Stock Purchase
Agreement dated _____________,  1998, effective today, Data Transmission Network
Corporation acquired all of the capital stock of the Company.

         C. The Company has carried on the Business throughout the United States
of America (the "Territory"). DTN operates communication and information service
businesses which are currently conducted throughout the United States of America
and Canada.

         D. Shareholder was the owner of a majority of the outstanding shares of
capital  stock of the  Company  and  President  of the  Company.  As a result of
Shareholder's  executive  position with the Company,  Shareholder  was entrusted
with highly sensitive, confidential, and proprietary information relating to the
Business,  including  but not limited to knowledge  regarding  the future plans,
trade secrets,  know-how,  products,  suppliers,  clients,  and employees of the
Business, which information DTN desires to protect.

         E. In order to prevent the improper use of confidential and proprietary
information  relating to the Business and the resulting  unfair  competition and
misappropriation and diminution of the goodwill and other proprietary  interests
of the Business which were acquired by DTN,  Shareholder agrees that limitations
must be imposed on  Shareholder's  right to compete  with the  Business,  or use
confidential information of the Business or its clients.

         NOW,  THEREFORE,  in  consideration  of the foregoing  recitals and DTN
acquiring the Business, the parties agree as follows:

                                       41
                                    - 210 -
<PAGE>

SECTION 1 - NONDISCLOSURE OF CONFIDENTIAL INFORMATION.

         (a) "Confidential Information" means information,  not generally known,
that is proprietary to the Business, including without limitation:

         1)       the financial and accounting data,  sales records,  profit and
                  loss and other performance reports, pricing manuals,  training
                  manuals,  selling and pricing  procedures,  financing methods,
                  data processing and communication information, technical data,
                  securities information,  agreements with insurers,  banks, and
                  other  service  providers,  and  trade  secrets  and  know-how
                  regarding the products and services of the Business;

         2)       the  personnel  and  salary   information   of  the  Business,
                  including wages, bonuses,  commissions, and fringe benefits of
                  the Business;

         3)       the production and processing procedures, formulae and systems
                  of the Business;

         4)       the vendor and supplier information of the Business;

         5)       the buying  practices,  sources of supply for components,  the
                  quality,  prices  and  usage of  components,  information  and
                  materials,  manner of vendor payment, profit margins,  expense
                  ratios,  pricing,  lead time and other information  concerning
                  the buying activities of the Business;

         6)       the  client  lists  and  prospect   lists  of  the   Business,
                  including, without limitation, names of contacts, products and
                  services  purchased,   quantities  of  products  and  services
                  purchased,  pricing  including  discounts and add-ons,  terms,
                  credit histories,  timing of purchases, and payment histories,
                  special  demands  of  particular  clients,   and  current  and
                  anticipated  requirements of clients generally for products or
                  services of the Business;

         7)       the marketing information of the Business,  including, without
                  limitation,  research, development, testing and client surveys
                  and  preferences  regarding  the current  and new  products or
                  services  of the  Business,  and  specifications  of  any  new
                  products or services under development by or for the Business;

         8)       the  business  projections,   strategic  planning,   marketing
                  planning,  activity  and  practices,   marketing  systems  and
                  procedures,  pricing  policies and  practices,  and  inventory
                  procedures and systems of the Business; and

         9)       confidential information of the clients of the Business.

         (b)  Shareholder  hereby agrees not to directly or indirectly  disclose
any  Confidential  Information  to any third  party  without  the prior  written

                                       42
                                    - 211 -
<PAGE>

consent of DTN or as required by applicable law.  Shareholder further agrees not
to use, directly or indirectly,  any Confidential Information for the benefit of
Shareholder or any third party. Confidential Information does not include any of
the items in this Section which have become  publicly  known and made  generally
available  through no wrongful act of Shareholder  or of others who  Shareholder
did not know and had no reasonable basis for knowing were under  confidentiality
obligations as to the item or items involved.

SECTION 2 - RESTRICTIONS AGAINST COMPETITION.

         In order to prevent the improper use of  Confidential  Information  and
the resulting  unfair  competition  and  misappropriation  and diminution of the
goodwill and other proprietary  interests of the Business which were acquired by
DTN,  Shareholder  hereby  agrees that for a period of three (3) years after the
date of this Agreement, Shareholder will not, directly or indirectly, on his own
behalf or in the service or on behalf of others:

         a)       solicit  any  client  of the  Business  or DTN as of the  date
                  hereof,  for the  purpose of  obtaining  the  business of such
                  client, in competition with the Business;

         b)       advise or  recommend  to any  other  person  that such  person
                  solicit  any  client  of the  Business  or DTN as of the  date
                  hereof,  for the  purpose of  obtaining  the  business of such
                  client, in competition with the Business;

         c)       solicit any  prospective  client of the  Business or DTN as of
                  the date hereof,  for the purpose of obtaining the business of
                  such client, in competition with the Business;

         d)       advise or  recommend  to any  other  person  that such  person
                  solicit any  prospective  client of the  Business or DTN as of
                  the date hereof,  for the purpose of obtaining the business of
                  such client, in competition with the Business;

         e)       work for  himself  or  another,  in an  employee,  managerial,
                  marketing, sales, consulting or other capacity, in carrying on
                  a  business  in  competition  with  the  Business  within  the
                  Territory or providing within the Territory other services now
                  currently provided by the Business or any prospective services
                  being   developed   by  the  Business   during   Shareholder's
                  employment with the Company,  the details of which Shareholder
                  was  privy to in  Shareholder's  position  with  the  Company;
                  provided that notwithstanding the foregoing, Shareholder shall
                  thereafter  still be  restricted  from using the  Confidential
                  Information pursuant to Section 1 hereof; or

         f)       solicit or recruit  for  employment,  or attempt to solicit or
                  recruit for  employment,  or advise or  recommend to any other
                  person that such person solicit or recruit for employment,  or
                  attempt to solicit or recruit for  employment,  any person who
                  was employed by the Company and worked in the Business  during
                  the  twelve  (12)  month  period  immediately   preceding  the
                  effective  date of the  acquisition  of the Company by DTN and
                  who was  employed  by DTN  after  the  effective  date of such
                  acquisition.

                                       43
                                    - 212 -
<PAGE>

         The phrase  "prospective  client" shall mean those businesses with whom
any  representative  of the  Company had  substantial  and  extended  actual and
personal contact during the twelve (12) month period  immediately  preceding any
such act to develop new business for the Business,  including  developing  sales
strategies,  marketing  information  and proposals,  and  negotiating  providing
services to such prospective clients.

         Shareholder  agrees that it is reasonable to restrict the Shareholder's
competition during the time period described above in the entire geographic area
in which the Company or DTN operates and that the restrictions set forth in this
Agreement  (including,  but not limited to, the period of restriction,  activity
and  geographic  area set forth)  are fair and  reasonable  and are  necessarily
required for the  protection of the interests of DTN and to prevent the improper
use of  Confidential  Information  and  the  resulting  unfair  competition  and
misappropriation and diminution of the goodwill and other proprietary  interests
of the Business acquired by DTN.

SECTION 3 - ENFORCEMENT OF RESTRICTIONS.

         Shareholder  understands and agrees that his access to the Confidential
Information and clients of the Business makes such  restrictions  both necessary
and reasonable.

         Shareholder  agrees  with  DTN that if  Shareholder  shall  violate  or
threaten  to  violate  any of the  terms of this  Agreement,  then DTN  shall be
entitled to  injunctive  relief;  such remedy shall be in addition to and not in
limitation  of any rights or  remedies  to which DTN is or may be entitled to at
law or in equity.

         The parties agree that the  covenants  contained in Sections 1 and 2 of
this Agreement are  independent  of one another and are severable.  In the event
any part of the covenants contained in Section 1 or 2 of this Agreement shall be
held  to  be  invalid  or  unenforceable,  the  remaining  parts  thereof  shall
nevertheless  continue  to be valid and  enforceable  as though the  invalid and
unenforceable  part had not been  included  herein.  If any  provisions of these
covenants relating to the time period, activity and/or area of restriction shall
be  declared by a court of  competent  jurisdiction  to exceed the maximum  time
periods,  activities or areas which such court deems reasonable and enforceable,
the  parties  agree that the court  making such a  determination  shall have the
power to reduce the time  period,  activity  and/or area of  restriction  to the
maximum time period,  activity and/or area which such court deems reasonable and
enforceable.

SECTION 4 - CONSIDERATION.

         As  consideration  for the  performance  and  compliance by Shareholder
hereunder,  DTN hereby  covenants and agrees to pay  Shareholder  the sum of One
Million Dollars ($1,000,000) payable on the date of this Agreement.

                                       44
                                    - 213 -
<PAGE>

SECTION 5 - ATTORNEY REVIEW.

         Shareholder  was advised and  encouraged to review this  Agreement with
his  private  attorneys  before  signing  it. To the  extent,  if any,  that the
Shareholder desired,  Shareholder has taken advantage of this right. Shareholder
has carefully read and fully understands all of the provisions of this Agreement
and is voluntarily entering into this Agreement.

SECTION 6 - SUCCESSORS, ASSIGNS AND THIRD PARTY BENEFICIARIES.

         This  Agreement  and all rights under this  Agreement  shall be binding
upon,  inure to the benefit  of, and be  enforceable  by the parties  hereto and
their respective personal or legal representatives,  executors,  administrators,
heirs, distributees, devisees, legatees, successors, and assigns.

SECTION 7 - MISCELLANEOUS.

         This  writing  constitutes  the entire  agreement  between  the parties
hereto  and  supersedes  any  prior   understanding  or  agreements  among  them
respecting the subject matter.  Except as otherwise set forth in this Agreement,
there  are  no  extraneous  representations,  arrangements,  understandings,  or
agreements,  oral or  written,  among the  parties  hereto,  except  those fully
expressed  herein. No amendments or modifications to the terms of this Agreement
shall be made unless made in writing and signed by all the parties  hereto.  The
failure of either  party to enforce  at any time any of the  provisions  of this
Agreement  shall not be construed as a waiver of such provisions or of the right
of such party  thereafter to enforce any such  provisions.  The existence of any
claim or cause of action by  Shareholder  against DTN,  whether  based upon this
Agreement or otherwise,  shall not  constitute a defense to the  enforcement  of
this Agreement by DTN.

SECTION 8 - HEADINGS.

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

SECTION 9 - APPLICABLE LAW.

         This  Agreement  shall be governed by and construed in accordance  with
the internal  substantive laws, and not the conflicts of law principles,  of the
State of California.

                            [SIGNATURE PAGE FOLLOWS]

                                       45
                                     - 214 -
<PAGE>



                                SIGNATURE PAGE TO
                  CONFIDENTIALITY AND NON-COMPETITION AGREEMENT


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




                                        /s/ Donald W. Bowles
                                        ------------------------------------
                                        Donald W. Bowles, Shareholder



                                        DATA TRANSMISSION NETWORK
                                        CORPORATION , a Delaware corporation


                                        By:_____________________________________
                                        Its:____________________________________

                                       46
                                    - 215 -