ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE AGREEMENT is made and entered into this 11th day of
November,  1999,  by and  among  FlightBrief  Online  Service,  Inc.,  a Georgia
corporation  ("Seller"),  Data  Transmission  Network  corporation,  a  Delaware
corporation ("Buyer"), and Gregg F. Lewis, an individual (the "Stockholder").

                                    RECITALS:

         A.  Seller  is  engaged  in  the  business  of  creating,   assembling,
marketing,   maintaining   and  publishing  two  web  sites  (the  "Web  Sites")
www.weatherconcepts.com,  which provides real-time weather graphics to aviation,
marine, farming and construction  subscribers,  and  www.flightbrief.com,  which
provides  real-time  weather graphics and interactive  flight planners,  airport
databases and other resources to aviation subscribers (the "Business").

         B. Seller  desires to sell certain of its assets used in the conduct of
the Business, and Buyer desires to acquire such assets.

         C. The  Stockholder,  as the owner of all of the issued and outstanding
stock of Seller,  joins in this  Agreement to confirm  certain  representations,
warranties  and  agreements of Seller  herein,  to agree to certain  restrictive
covenants, and to indemnify Buyer in connection with certain matters.

         In  consideration  of the mutual  covenants  and  agreements  set forth
herein,  and  for  other  good  and  valuable   consideration  the  receipt  and
sufficiency of which are hereby acknowledged, Seller, the Stockholder and Buyer,
intending to be legally bound, agree as follows:

         1. Purchase and Sale. Buyer agrees to purchase from Seller,  and Seller
agrees to sell to Buyer,  the Business and all right,  title and interest in and
to the following property and assets of Seller (collectively the "Assets"):

         (a)   All of Seller's computer hardware, web hosting servers, equipment
               and other tangible  personal  property used in the conduct of the
               Business,  including  but not  limited  to the  items  listed  on
               Schedule  1  attached  hereto  and  incorporated  herein  by this
               reference;

         (b)   All of Seller's right, title and interest in the software used in
               the Business to the extent assignable,  including but not limited
               to the software listed on Schedule 1 attached hereto;

         (c)   All of Seller's  right,  title and interest in the  subscriptions
               (whether  written,  oral, or entered into via the Web Sites) with
               customers to use the Web Sites,  including but not limited to the
               prepaid and unearned revenue from such subscriptions;

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         (d)   All right, title and interest in and to the registered  trademark
               FLIGHTBRIEF   and  the   unregistered   trademarks   WXBRIEF.COM,
               WEATHERCONCEPTS.COM  and  FLIGHTBRIEF.COM  (the "Trademarks") and
               the Internet domain names  WXBRIEF.COM,  WEATHERCONCEPTS.COM  and
               FLIGHTBRIEF.COM (the "Domain Names");

         (e)   All of Seller's  information,  files,  records,  data, plans, and
               recorded  knowledge,  including  subscriber  and supplier  lists,
               related to the Business and similar or related data; and

         (f)   All of  Seller's  goodwill  pertaining  to or arising  out of the
               Business.

         2. Consideration.  Buyer agrees to pay, and Seller agrees to accept, as
the entire aggregate  consideration for the Assets and the noncompete agreements
of Seller  and the  Stockholder  referred  to in  Paragraph  15, the cash sum of
$18,000 plus the amount  determined  by  multiplying  $108.00  (the  "Subscriber
Price")  by the lesser of (i) the  aggregate  number of  subscribers  to the Web
Sites on the Closing Date or (ii) the aggregate number of subscribers to the Web
Sites on the date  (the  "Settlement  Date")  100 days  after the  Closing.  One
Hundred Five Thousand Dollars  ($105,000) of the purchase price shall be paid by
Buyer to Seller on the Closing.  Prepaid  subscription revenue shall be prorated
as of the Closing Date and the unearned  portion thereof shall be paid by Seller
to Buyer at Closing or sum amount  shall be credited  against the payment due to
Seller at Closing.  Eighty Seven Thousand Five Hundred Dollars  ($87,500) of the
purchase price shall be paid to Seller from the escrowed funds referred to below
when the Web  Sites  are  operational  using  the  servers  located  at  Buyer's
facilities.  The balance of the purchase price shall be paid to Seller,  without
interest,  on the Settlement Date. The  consideration to be given by Buyer under
this  paragraph  shall  be  allocated  among  the  Assets  and  such  noncompete
agreements as described in Schedule 3. Seller,  the  Stockholder  and Buyer each
agree that they will not take a position  on any income tax  return,  before any
governmental  agency  charged with the  collection  of any income tax, or in any
judicial proceeding which is in any way inconsistent with such allocation.  Time
is of the essence with respect to payment on the  Settlement  Date.  As security
for such payment, Seller shall escrow all conveyance instruments and Buyer shall
escrow the cash sum of $262,500  with a title  insurance  company  acceptable to
Buyer and Seller (the  "Escrow  Agent") at Closing.  On the date that the Escrow
Agent is notified by Seller and Buyer that the Web Sites are  operational  using
the  servers  located at Buyer's  facilities,  the Escrow  Agent  shall  release
$87,500 to Buyer as provided  above.  On the  Settlement  Date, the Escrow Agent
shall  release  the funds to Seller to the extent  the  purchase  price  remains
unpaid and shall  release the  conveyance  instruments  and any surplus  cash to
Buyer;  provided,  however,  in the event Buyer,  prior to the Settlement  Date,
notifies  the  Escrow  Agent in  writing  that it has a bona  fide and  material
dispute with Seller under this Agreement,  then all of the escrowed funds are to
be retained by the Escrow Agent until the dispute is  resolved.  Interest on the
escrowed funds shall belong to Buyer unless otherwise agreed or imposed upon the
parties by a court of competent  jurisdiction.  On or before the Closing,  Buyer
and Seller shall enter into an escrow agreement with the Escrow Agent consistent
with the terms set forth in this paragraph.

         3. Assumption of Liabilities. Buyer shall assume, agree to perform, and
discharge  when  due  only  those  obligations  of  Seller  arising  out  of the

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subscriptions listed on Schedule 2 with respect to the period from and after the
Closing Date (the Assumed Liabilities"). Seller and Buyer agree that, other than
the  Assumed  Liabilities,  Buyer  does not  agree to assume  and shall  have no
responsibility  for any of the debts,  obligations or liabilities of Seller (the
"Excluded  Liabilities"),  all of which shall remain the sole  responsibility of
and shall be paid and  discharged  by Seller as they  become due.  The  Excluded
Liabilities include without limitation all of the following:

         (a)   Any tax  liability or tax  obligation of Seller,  its  directors,
               officers,  shareholders  and  agents  which  has  been  or may be
               asserted by any taxing authority,  including  without  limitation
               any such liability or obligation  arising out of or in connection
               with this Agreement or the transactions contemplated hereby.

         (b)   Any liability or obligation of Seller whether  incurred prior to,
               at or subsequent to the Closing Date for any amounts due or which
               may  become  due to any  person  or  entity  who is or has been a
               holder of any debt or equity security of Seller.

         (c)   Any  trade  account  payable  or note  payable  of  Seller or any
               contract   obligation   of  Seller   (other   than  the   Assumed
               Liabilities)  whether  incurred prior to, at or subsequent to the
               Closing Date,  including  without  limitation all  obligations to
               Unisys Corporation  (including the payment for termination of the
               contract with Unisys Corporation), Freese-Notis, and NW Aero.

         (d)   Any liability or obligation arising out of any litigation,  suit,
               proceeding,  action, claim or investigation,  at law or in equity
               or in arbitration,  related to Seller's operation of the Business
               prior to the Closing Date.

         (e)   Any claim, liability or obligation,  known or unknown, contingent
               or  otherwise,  the  existence  of  which  is  a  breach  of,  or
               inconsistent  with, any  representation,  warranty or covenant of
               Seller set forth in this Agreement.

         (f)   Any liability or obligation specifically stated in this Agreement
               or the Schedules hereto as not to be assumed by Buyer.

         4. Transfer Documents. Seller shall sell, transfer, assign, convey, and
deliver to Buyer at the  Closing  the Assets by (i) a warranty  bill of sale and
assignment  in the form of Exhibit A hereto,  (ii) the  Registrant  Name  Change
Agreements  for submission to Network  Solutions,  Inc. in the form of Exhibit B
hereto to transfer the Domain  Names,  (iii) an  Assignment  of  Trademarks  for
submission to the Patent and Trademark Office in the form of Exhibit C hereto to
transfer the Trademarks,  and (iv) such other good and sufficient instruments of
sale,  assignment,  conveyance  and transfer as shall be required to effectively
vest in Buyer all of Seller's right,  title,  and interest in and to the Assets,
free and clear of all liens, encumbrances,  security interests,  actions, claims
and equities of any kind  whatsoever.  Seller agrees to take such actions as may
be necessary to make available for use by Buyer the Domain Names and Trademarks,
including without limitation  Seller's change of its corporate name. Buyer shall
be entitled to  possession  of the Assets  upon the  Closing.  From time to time
after the Closing, at Buyer's request and without further consideration,  Seller

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<PAGE>

agrees to execute and deliver such other  instruments of conveyance and transfer
and take such other action as Buyer  reasonably may require more  effectively to
convey, transfer to and vest in Buyer, and to put Buyer in possession of, any of
the Assets.

         5. Closing. Subject to the termination of this Agreement as provided in
Section 10, the closing of the transactions  provided for in this Agreement (the
"Closing") shall take place at _______________________________________, at 10:00
a.m. on ___________,  1999 (the "Closing Date"),  or such other place,  time and
date as the parties may agree. Time is of the essence of this Agreement.

         6. Obligations to Employees. Seller agrees that it shall be responsible
for any obligations to any of its employees which  heretofore may have arisen or
hereafter  may arise by  reason  of any  services  rendered  by such  employees,
including  but not  limited  to  salaries,  bonuses,  vacation  pay,  retirement
benefits, and other fringe benefits; and Seller hereby agrees to pay all of such
obligations directly to the employees involved when due. Seller agrees timely to
pay  all  payroll  tax,  withholding,  and  unemployment  compensation  payments
required to be made with respect to the  compensation  of such  employees and to
hold Buyer  harmless  therefrom.  Seller shall furnish to Buyer such evidence of
Seller's  compliance  with the provisions of this paragraph as Buyer  reasonably
may request from time to time.

         7.  Representations  and Warranties.  Seller  warrants,  represents and
covenants to and with Buyer:

         (a)   That  Seller has full right and  lawful  authority  to enter into
               this Agreement and to sell the Assets; that Seller's  performance
               of its  obligations  under this  Agreement  will not  violate any
               agreement,  document,  trust (constructive or otherwise),  order,
               judgment  or decree to which  Seller is a party or by which it is
               bound;  and that,  upon the transfer and assignment of the Assets
               to Buyer as hereinbefore  mentioned,  Buyer will acquire good and
               merchantable  title  thereto,   free  and  clear  of  any  liens,
               encumbrances,  security interests,  actions, claims, and equities
               of any kind whatsoever.

         (b)   That  Seller  is the  sole and  lawful  owner of and has good and
               marketable  title to all of the  Assets,  free  and  clear of any
               liens,  encumbrances,  security interests,  actions,  claims, and
               equities of any kind whatsoever;  provided, however, with respect
               to software Seller  represents  that it is the rightful  licensee
               (not  owner) and that it has the right to assign  its  license to
               Buyer,   and  with  respect  to   trademarks,   Seller  makes  no
               representation  as to the  ability  of third  parties to assert a
               competing claim to any mark used in Seller's business.

         (c)   All material items of tangible  personal  property to be acquired
               by  Buyer  pursuant  to  this  Agreement  are in  good  operating
               condition, subject to normal wear.

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                                     -145-
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         (d)   That  there  are  no  suits,   arbitrations  or  other  legal  or
               governmental  proceedings  pending or threatened  against  Seller
               which might conceivably affect the title to the Assets.

         (e)   That Seller has duly and timely  filed all  federal,  state,  and
               local tax returns of every kind  whatsoever  and has paid in full
               the  tax  liability  shown  on  such  returns;   that  no  unpaid
               deficiencies  are in existence  which have been asserted  against
               Seller by any  official  or  agency as a result of the  filing of
               such returns;  and that, to the knowledge of Seller, there is not
               now pending any examination  with respect to any such returns nor
               does Seller know of any impending examination with respect to any
               such returns.

         (f)   That  promptly  after the Closing Date Seller shall pay all sales
               and use taxes  imposed  on or  collectible  by  Seller  and shall
               furnish  to Buyer  evidence  that all of  Seller's  sales and use
               taxes  have  been  paid  (it  being   understood  that  Buyer  is
               purchasing the Assets for use in its business of producing  goods
               and services).

         (g)   To the best of Seller's  knowledge,  use of the Trademarks do not
               require the  consent of any other  person and the same are freely
               transferable  and are owned  exclusively by Seller free and clear
               of any licenses,  charges,  attachments,  liens,  encumbrances or
               adverse  claims.  No other  person has an interest in or right or
               license to use, or the right to license others to use, any of the
               Trademarks.  There are no claims or demands  of any other  person
               pertaining  thereto and no proceedings have been instituted,  or,
               to the best of Seller's  knowledge,  are  pending or  threatened,
               which  challenge  Seller's  rights in respect of the  Trademarks.
               None of the  Trademarks  is  subject  to any  outstanding  order,
               decree,  judgment or  stipulation,  or, to the best  knowledge of
               Seller,  is being infringed by others. No claim has been made and
               no  proceeding  has  been  filed  or,  to the  best  of  Seller's
               knowledge,  is  threatened  to  be  filed  charging  Seller  with
               infringement of any adversely held trade name or trademark.

         (h)   There  is  no  undisclosed  fact,   development,   or  threatened
               development  with  respect to the markets,  products,  customers,
               vendors,  suppliers,  operations,  assets  or  prospects  of  the
               Business  which  are  known  to  Seller  which  would  materially
               adversely  affect the  business,  operations  or prospects of the
               Business considered as a whole, other than such conditions as may
               affect as a whole the economy generally.

         (i)   Seller's  tax return for the year 1998  furnished to Buyer fairly
               and accurately  represents the financial operations and condition
               of the Business for such year.

         (j)   That   Seller   has  listed  on   Schedule  2  all  of   Seller's
               subscriptions to the Web Sites as of ____________,  1999;  Seller
               has no other  contracts  (oral or written or entered into via the
               Web  Sites)  with  the  customers  of the  Business.  Seller  has
               delivered  to Buyer  true,  correct  and  complete  copies of all
               written  contracts with  subscribers to the Web Sites relating to
               the Business,  and written  summaries of the terms of all oral or

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               computer generated contracts relating to the Business, and all of
               such  contracts  are  presently  in full force and effect and are
               assignable to Buyer.

         (k)   Except to the extent  disclosed to Buyer in writing  prior to the
               date of this Agreement,  all Date Data and Date-Sensitive Systems
               (each  as  hereinafter  defined)  are  Year  2000  Compliant  (as
               hereinafter defined). "Date Data" means any data of any type that
               includes  date  information  or which is otherwise  derived from,
               dependent  on or  related  to date  information.  "Date-Sensitive
               System"  means any  software,  microcode  or  hardware  system or
               component,  including any electronic or electronically controlled
               system or  component,  that  processes  any Date Data and that is
               included within the Assets.  "Year 2000 Compliant" means (i) with
               respect  to Date  Data,  that such data is in proper  format  and
               accurate  for  all  dates  in  the  twentieth  and   twenty-first
               centuries,  and (ii) with respect to Date-Sensitive Systems, that
               each such system  accurately  processes all Date Data,  including
               for the twentieth and twenty-first centuries, without loss of any
               functionality  or  performance,  including  but  not  limited  to
               calculating,  comparing,  sequencing, storing and displaying such
               Date Data (including all leap year considerations),  when used as
               a stand-alone  system or in  combination  with other  software or
               hardware.

         (l)   That from the date of this Agreement to the Closing Date,  Seller
               will conduct the Business in a normal and regular manner and will
               use its best efforts to retain the subscribers to the Web Sites.

         (m)   That from the date of this Agreement to the Closing Date,  Seller
               agrees to aid and  assist  Buyer in  obtaining  access to the Web
               Sites and servers to coordinate  and  facilitate  the transfer of
               the Business to Buyer at the Closing and to coordinate in advance
               the input of Buyer's content on to the Web Sites.

         8. Indemnification.  Provided that Buyer has fully performed hereunder,
Seller and the Stockholder,  jointly and severally, agree to indemnify Buyer and
hold Buyer  harmless from and against any and all liability,  loss,  litigation,
expense or claim (including  reasonable attorney fees) arising out of, resulting
from, relating to, in the nature of or caused by:

         (a)   Any material  breach  occurring  within  twelve (12) months after
               Closing of any  representation,  warranty,  covenant or agreement
               made by Seller and/or the Stockholder in this Agreement or in any
               agreement, statement,  certificate,  instrument or other document
               furnished  or  delivered or to be furnished or delivered to Buyer
               pursuant   hereto  or  in   connection   with  the   transactions
               contemplated by this Agreement;

         (b)   The ownership or operation of the Assets or the Business prior to
               the Closing  Date  (except to the extent  included in the Assumed
               Liabilities);

         (c)   The Excluded Liabilities; and

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                                     -147-
<PAGE>




         (d)   Buyer agrees to give Seller and Stockholder  reasonable notice of
               and  opportunity  to defend  and/or cure any  indemnity  claim it
               intends to present.

         Buyer agrees to indemnify  Seller and  Stockholder  and hold Seller and
Stockholder harmless from and against any and all liability,  loss,  litigation,
expense or claim (including  reasonable attorney fees) arising out of, resulting
from,  relating  to, in the nature of or caused by (i) Buyer's  material  breach
hereunder, (ii) the Buyer's failure to perform under the Assumed Liabilities, or
(iii) Buyer's act or omission in its post-Closing operation of the Assets.

         9.  Conditions to Buyer's  Obligations at Closing.  The  obligations of
Buyer  to  purchase  the  Assets   hereunder  and  consummate  the  transactions
contemplated  hereby are conditioned on the satisfaction,  unless waived, of the
following conditions at the Closing:

         (a)   The  representations  and warranties  made by Seller in Section 7
               shall be true and  correct  in all  material  respects  as of the
               Closing Date and Seller shall  execute and deliver a  certificate
               to such effect to Buyer at Closing.

         (b)   Buyer  shall  have  determined  in its sole  discretion  that the
               Assets being transferred to Buyer hereunder are free and clear of
               any liens, claims, encumbrances, charges and the like.

         (c)   Seller shall have in all material respects performed and complied
               with all of its agreements and obligations hereunder which are to
               be performed or complied with prior to or on the Closing Date.

         10.      Termination.

         (a)   Termination by Mutual Consent.  At any time prior to the Closing,
               this  Agreement may be terminated  by mutual  written  consent of
               Buyer and Seller.

         (b)   Termination  by Buyer.  Buyer may terminate this Agreement at any
               time prior to the Closing by delivery of written notice to Seller
               if:

                  (i) Seller has failed to perform  any of its  covenants  under
         this Agreement or has violated this Agreement in any material  respect;
         or
                  (ii) Any  representation  or  warranty  made by Seller in this
         Agreement is false or  inaccurate  in any material  respect or there is
         any material misrepresentation or material omission by Seller.

         (c)   Termination by Seller. Seller may terminate this Agreement at any
               time prior to the Closing by delivery of written  notice to Buyer
               if:

                  (i) Buyer has violated this Agreement in any material respect;
         or

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                  (ii)  Any  representation  or  warranty  made by Buyer in this
         Agreement is false or  inaccurate  in any material  respect or there is
         any material misrepresentation or material omission by Buyer.

         (d)   Effect of  Termination.  In the event of  termination as provided
               above,  this  Agreement  shall then become of no further force or
               effect,  all parties hereto shall bear their own costs associated
               with this Agreement and all transactions  mentioned  herein,  and
               there  shall be no  obligation  on the part of Buyer or Seller or
               the officers, directors or shareholders of Buyer or Seller.

         11. Bulk Sales. The parties  represent that no inventory of any kind is
being sold by Seller to Buyer  hereunder;  thus neither party intends to provide
any notice  under the bulk sales  provisions  of the  Uniform  Commercial  Code.
Seller has taken any and all actions  required  under local law with  respect to
the  transactions  contemplated  by this Agreement and will satisfy on or before
the  Closing  Date  (or  make  arrangements  satisfactory  to  Buyer in its sole
discretion to satisfy) all creditor claims, excluding Assumed Liabilities.

         12. Survival.  The  representations,  warranties,  and covenants on the
part of Seller and/or the Stockholder  contained in this Agreement shall survive
the  Closing  and shall be binding  upon  Seller and the  Stockholder  and their
heirs, legal representatives, successors and assigns.

         13.  Payment  of  Liabilities.  Seller  agrees  to pay as  promptly  as
possible any and all  liabilities of Seller  existing on the Closing date and to
hold Buyer harmless therefrom. Buyer and Seller agree that Buyer is not assuming
and  shall  have  no  responsibility  for  any of  the  debts,  obligations,  or
liabilities  of  Seller,  including  but  not  limited  to  any  liabilities  or
obligations of Seller  (whether fixed,  absolute,  contingent,  known,  unknown,
direct,  indirect, or otherwise) whether incurred or accrued before or after the
Closing Date, which in any way relate to the performance or non-performance  of,
or any  other  liability  or  obligation  relating  to any  service  or  product
furnished  or sold by Seller  prior to or after the  Closing  Date,  and  Seller
hereby agrees to hold Buyer harmless from any cost or expense  arising out of or
relating to any such debts, obligations, or liabilities; provided, however, such
indemnification by Seller does not extend to any Assumed Liabilities.

         14. Transfer Taxes.  Seller shall pay all sales and other similar taxes
imposed on or  collectible  by Seller or Buyer by reason of the  transfer of the
Assets.

         15. Noncompete.  For a period of three (3) years after the date of this
Agreement,  neither Seller nor the  Stockholder  shall,  directly or indirectly,
whether as a shareholder, partner or investor possessing any ownership interest,
or as principal, agent, employee, proprietor, independent contractor, consultant
or in any other capacity:

         (a)   Solicit for itself or others, or advise or recommend to any other
               person  that  such  person  solicit,  any  of  the  customers  or
               subscribers  of the Business  for the purpose of  competing  with
               Buyer or any of its members in the Business.

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<PAGE>

         (b)   Offer, sell, license, lease, facilitate or promote the use of any
               products or services  presently  provided or being  developed  by
               Seller in competition  with Buyer or any of its affiliates in the
               Business  anywhere within those  territories in the United States
               of America in which  Seller was  conducting  the  Business on the
               date of this Agreement.

         (c)   Compete  with Buyer or any of its  affiliates  in the business of
               delivering  or  publishing  over the Internet  real-time  weather
               graphics, interactive flight planners or airport databases.

If any court having  jurisdiction  at any time hereafter  shall hold any of such
restrictive  covenants  to be  unenforceable  or  unreasonable  as to its scope,
territory,  or period of time,  and such court in its  judgment or decree  shall
declare or determine  the scope,  territory,  or period of time which such court
deems to be  reasonable,  then such scope,  territory or period of time,  as the
case may be, shall be deemed automatically to have been reduced to that declared
or determined to be reasonable by such court.  Notwithstanding the foregoing, if
any clause or  provision of this  paragraph  shall be  unenforceable,  then such
clause or provision shall be deemed to be deleted from this paragraph, but every
other  clause and  provision  shall  continue  in full force and  effect.  These
covenants are an integral part of the asset purchase transaction contemplated by
this  Agreement  and Buyer would not have  entered  into this  Agreement  in the
absence of such  covenants.  Seller  and the  Stockholder  acknowledge  that the
agreements  contained in this  paragraph are reasonable and necessary to protect
the Business being purchased by Buyer and that any breach thereof will result in
irreparable  injury  to Buyer for which  Buyer  has no  adequate  remedy at law.
Seller and the  Stockholder  therefore  agree that,  in the event either of them
breaches  any of the  agreements  contained  in this  paragraph,  Buyer shall be
authorized and entitled to seek from any court of competent  jurisdiction  (i) a
temporary  restraining order, (ii) preliminary and permanent  injunctive relief,
(iii) an  equitable  accounting  of all profits or benefits  arising out of such
breach, and (iv) direct,  incidental,  and consequential  damages resulting from
such breach.  Such rights or remedies shall be cumulative and in addition to all
other rights or remedies to which Buyer may be entitled.

         16. Entire Agreement. This document constitutes the entire agreement of
the parties with respect to the subject  matter  hereof and may not be modified,
amended, or terminated except by a written agreement  specifically  referring to
this Agreement and signed by all of the parties hereto.

         17. Binding  Agreement.  This Agreement shall be binding upon and inure
to the  benefit  of  the  parties  hereto  and  their  respective  heirs,  legal
representatives, successors and assigns.

         18. Further  Instruments.  The parties hereto shall execute and deliver
such additional  instruments and documents as may be reasonably requested by any
of them in order to carry out the purposes and intent of this  Agreement  and to
fulfill their respective obligations.

         19. Governing Law. This agreement shall be construed in accordance with
the laws of the State of Georgia.
                                       9
                                     -150-
<PAGE>

         20.  Severability.  In the  event  that  one or more of the  provisions
contained in this  Agreement  shall for any reason be held  invalid,  illegal or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall not affect any of the other provisions contained in this Agreement,  which
provisions shall remain in full force and effect.

         21.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts and by the different parties hereto in separate counterparts,  each
of which shall be deemed an original but all of which together shall  constitute
one and the same instrument.

         22.  Schedules and Exhibits.  All  references to Schedules and Exhibits
herein,  unless otherwise  stated,  means the schedules and exhibits attached to
this Agreement which are hereby incorporated by reference.

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

                                            DATA TRANSMISSION NETWORK
                                            CORPORATION, a Delaware corporation


                                            By:/s/ Greg T. Sloma
                                               -------------------------
                                               Greg T. Sloma, President

                                            FLIGHTBRIEF ONLINE SERVICE, INC.,
                                            a Georgia corporation


                                            By:/s/ Gregg F. Lewis
                                               -----------------------------
                                               Gregg F. Lewis, President


                                       10
                                     -151-
<PAGE>


                                   SCHEDULE 1

                             List of Certain Assets

Tangible Personal Property

calm.weather.net

     VA Linux StartX-MP
     single 450 MHz PIII
     256 Meg  memory,  two 128 meg  modules
     Jaton 4mb PCI video card
     40x CD-ROM
     Keyboard and mouse
     RedHat v6, RedHat Secure Web Server

parhelion.weather.net
     Sun SparcStation 20
     50 MHZ
     128 MB RAM
     1 GB HD
     1 GB External HD
     Tape Back-up
     CD-ROM Drive
     3.5" Floppy Drive

easterlies.weather.net
     Sun SparcStation 20
     50 MHZ
     128 MB RAM
     1 GB HD
     CD-ROM Drive
     3.5" Floppy Drive

Computer Software

     In-house e-commerce credit billing software.

                                       11
                                     -152-
<PAGE>



                                   SCHEDULE 2

                         List of Seller's Subscriptions

"The reporting  person agrees to furnish  supplementally  a copy of this omitted
schedule to the Securities and Exchange Commission upon request."


                                       12
                                     -153-
<PAGE>




                                   SCHEDULE 3

                     Allocation of Acquisition Consideration

Computer equipment.......................... $8,000.00

The noncompete agreements
of Seller and the Stockholder
referred to in Paragraph 15 of

the Asset Purchase Agreement................$20,000.00

Subscriber list,
FlightBrief Name,
Goodwill........................Final Settlement Price minus items listed above.



                                       13
                                     -154-
<PAGE>

                                    EXHIBIT A

                       GENERAL BILL OF SALE AND ASSIGNMENT

         KNOW ALL MEN BY THESE PRESENTS,  that FlightBrief Online Service, Inc.,
a Georgia  corporation  (the "Seller"),  pursuant to and in consideration of the
terms and  conditions of the Asset  Purchase  Agreement  dated November 11, 1999
(the  "Asset  Purchase  Agreement")  among  Seller,  Gregg  F.  Lewis  and  Data
Transmission  Network  Corporation,  a Delaware  corporation  ("Buyer"),  and in
consideration  of the sum of One  Dollar  ($1.00)  and other  good and  valuable
consideration,  the receipt of which is hereby acknowledged,  has sold, granted,
assigned,  conveyed,  transferred  and set over to, and by these  presents  does
sell, grant, assign, convey,  transfer and set over to Buyer, its successors and
assigns,  all of Seller's  right,  title and  interest in and to the "Assets" as
such term is  defined  in  Section 1 of the Asset  Purchase  Agreement,  and all
rights  (whether at common law or  otherwise),  claims,  and causes of action of
Seller arising out of  transactions  occurring on or prior to the date hereof in
connection  with the Assets  irrespective  of the time or date on which any such
right, claim, or cause of action may arise or accrue.

     TO HAVE AND TO HOLD,  the same  unto  Buyer,  its  successors  and  assigns
forever.

     Seller  hereby  represents  and  warrants  to  Buyer  that it has  good and
marketable  title to the Assets,  free and clear of all liens and  encumbrances,
except as otherwise disclosed in the Asset Purchase Agreement.

     Seller,  for itself and its  successors  and assigns,  covenants and agrees
with Buyer to warrant  and defend the sale of the Assets  hereby  sold to Buyer,
its  successors  and  assigns,  against  the lawful  claims  and  demands of all
persons, except as set forth in the Asset Purchase Agreement, and agrees to take
all  steps  necessary  to put  Buyer,  its  successors  and  assigns,  in actual
possession and operating control of the Assets.

     IN  WITNESS  WHEREOF,  Seller  has  caused  this  General  Bill of Sale and
Assignment to be executed as of the 11th day of November, 1999.

                       FLIGHTBRIEF ONLINE SERVICE, INC., a
                       Georgia corporation

                        By:/s/ Gregg F. Lewis
                           ----------------------------
                           Gregg F. Lewis

                        Title: President

                                       14
                                     -155-
<PAGE>




                                    EXHIBIT B

                    Form of Registrant Name Change Agreement

                  Incorporated   herein  by  this   reference  is  the  form  of
                  Registrant  Name  Change   Agreement   Version  3.0  which  is
                  currently in effect for Network Solutions, Inc.

                                       15
                                     -156-
<PAGE>


                                    EXHIBIT C

                            ASSIGNMENT OF TRADEMARKS

         THIS ASSIGNMENT is made this 11th day of November, 1999, by FLIGHTBRIEF
ONLINE SERVICE,  INC., a Georgia  corporation  ("Assignor"),  of 1987 Cobblewood
Drive,  Kennesaw,  Georgia 30152, to DATA TRANSMISSION  NETWORK  CORPORATION,  a
Delaware  corporation  ("Assignee"),  of 9110 West Dodge Road, Suite 200, Omaha,
Nebraska 68114.

                                    RECITALS:

         A. Assignor is the owner of various  trademarks and service marks,  and
registrations  and  applications  for  registration  therefor,  if any,  used in
connection with its business (collectively, the "Marks").

         B.  Assignee  is  acquiring   Assignor's  business  and  in  connection
therewith  all of Assignor's  right,  title and interest in and to the Marks and
the registrations and applications for registration therefor,  including without
limitation  the Marks listed on Exhibit A. If Assignor  has filed  intent-to-use
applications  for any of the  Marks  and has not yet  filed a  statement  of use
thereof, Assignor confirms that Assignee is the successor to the business of the
Assignor within the meaning of 15 U.S.C. 1060.

         NOW THEREFORE,  for valuable consideration,  receipt of which is hereby
acknowledged:

         Assignor hereby assigns to Assignee all of Assignor's right,  title and
interest in and to the Marks,  together with all of the goodwill of the business
in  connection  with  which the Marks  are used and which is  symbolized  by the
Marks,  all  registrations  and  applications  for  registration  of the  Marks,
including without limitation the above identified registrations and applications
for registration therefor, and the right to recover for past infringement of the
Marks.

                                              FLIGHTBRIEF ONLINE SERVICE, INC.
                                              a Georgia Corporation

                                              By: /s/ Gregg F. Lewis
                                                  -----------------------------
                                                  Gregg F. Lewis, President

                                       16
                                     -157-
<PAGE>



STATE OF ____________ )
                                 ) ss

COUNTY OF __________ )

         On this day of  _________,  1999,  before me  appeared  Gregg F. Lewis,
President  of  FlightBrief  Online  Service,  Inc., a Georgia  corporation,  the
Assignor,  who acknowledged that he signed the foregoing instrument  voluntarily
on behalf of such company.

                                                       -------------------------
                                                         Notary Public

[Notary Seal]

                                       17
                                     -158-
<PAGE>



                                    EXHIBIT A

                           TO ASSIGNMENT OF TRADEMARKS

                     BY FLIGHTBRIEF ONLINE SERVICE, INC. TO
                      DATA TRANSMISSION NETWORK CORPORATION

                             SCHEDULE OF TRADEMARKS


         "The reporting  person agrees to furnish  supplementally a copy of this
omitted schedule to the Securities and Exchange Commission upon request."


                                       18
                                     -159-