EMBASSY PLAZA

                              STANDARD OFFICE LEASE


THIS LEASE is made this 2nd day of May, 1995,  between The Prudential  Insurance
Company  of  America,  having an office at One  Prudential  Plaza,  Suite  1200,
Chicago, Illinois 60601 ("Landlord"), and Data Transmission Network Corporation,
having an office at 9110 West Dodge  Road,  Suite 200,  Omaha,  Nebraska,  68114
("Tenant"),  for space in the building  located at 9110 West Dodge Road,  Omaha,
Nebraska  (such  building,  the  related  parking  areas,  driveways  and  other
improvement,  together  with the land  described in Exhibit "C" attached  hereto
upon which such building and improvements are situated, being herein referred to
as the "Building").

The following schedule sets forth certain basic terms of this Lease:


BASIC TERMS:

A.   Premises:  Approximately  75,931 rentable square feet (RSF) of space in the
     Building  described  above,  and more  specifically  known as Suites  #175A
     (10,144 RSF),  #110 (4,141 RSF),  #200 (27,719 RSF), #300 (2,268 RSF), #301
     (1,843 RSF),  #310 (5,970 RSF),  #320 (1,406 RSF),  #325 (2,177 RSF),  #340
     (12,477  RSF),  #360  (6,472),  and #362 (1,314 RSF), as shown on the floor
     plans  attached  hereto,  marked as Exhibits  "A", "B", and "C" and by this
     reference made a part hereof.

B.   Base Rent: Nine Million,  Nine Hundred  Sixty-Six  Thousand,  Eight Hundred
     Fifty-Six  Dollars and  Thirty-Seven  Cents  ($9,966,856.37)  for the Term,
     payable monthly as follows:

              May 1, 1995 - May 31, 1995  $64,496.94 June 1, 1995 - December 31,
              1997  $71,166.40  Per  Month  January  1,  1998  -  May  31,  2000
              $83,635.07  Per Month June 1, 2000 - May 31, 2005  $87,846.40  Per
              Month

C.   Term:  That period of time  commencing May 1, 1995; for Suites #110,  #200,
     #300,  #310, #340, #360, and #362; June 1, 1995, for Suites #301, #320. and
     #325;  and  January 1, 1998 for Suite 175A (the  "Commencement  Dates") and
     ending May 31, 2005, (the  "Expiration  Date") unless sooner  terminated as
     set forth herein.

D.   Tenant's  Proportionate  Share:  Tenant's  Proporationate  Share  shall  be
     equivilent  to the  percentage  Tenant's  total  leased  Premises is to the
     Building's  total  rentable  square feet (130,436  RSF). The following is a
     schedule  of Tenant's  Proporationate  Share  relative to the  Commencement
     Dates specified in Paragraph C of the Basic Terms:

     May 1, 1995 - May 31, 1995              46.37% (60,361 RSF / 130,173 RSF)
     June 1, 1995 - December 31, 1997        50.44% (65,787 RSF / 130,436 RSF)
     January 1, 1998 - May 31, 2005          58.21% (75,931 RSF / 130,436 RSF)

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E.   Base Expense Year and Base Tax Year:  1994

F.   Security Deposit:  No Deposit Required

G.   Broker(s):  Pacific Realty Group, Inc. ("Broker")

H.   Guarantor(s):  None

I.   Exhibits:    A.  First Floor Plan of Premises
                  B.  Second Floor Plan of Premises
                  C.  Third Floor Plan of Premises
                  D.  Legal Description of Building
                  E.  Tenant Improvement Work Schedule
                  F.  Rules and Regulations
                  G.  Antenna License Agreement

1. DEMISE AND TERM.  Landlord  leases to Tenant and Tenant  leases from Landlord
the premises (the "Premises") described in Item "A" of the Basic Terms and shown
on the floor  plans,  attached  hereto as Exhibits  "A" and "B",  subject to the
covenants  and  conditions  set forth in this  Lease,  for a term  (the  "Term")
commencing  on  the  Commencement  Date  and  expiring  on the  Expiration  Date
described in Item C of the Basic Terms,  unless terminated  earlier as otherwise
provided  in this  Lease.  If Tenant  shall  occupy  the  Premises  prior to the
beginning of the Term of this Lease with Landlord's consent,  all the provisions
of this Lease shall be in full force and effect as soon as Tenant  occupies  the
Premises.

2.  RENT.

A.   Definitions. For purposes of this Lease, the following terms shall have the
     following meanings:

     (i)  "Base  Expenses" or "Base  Expense  Year" shall mean the amount or the
          year set forth in Item E of the Basic Terms

     (ii) "Expenses" shall mean all expenses, costs and disbursements (including
          Taxes) paid or incurred by Landlord in connection  with the ownership,
          management,  maintenance,  operation,  replacement  and  repair of the
          Building. Expenses shall not include: (a) costs of tenant alterations;
          (b) costs of capital  improvements  (except  for costs of any  capital
          improvements made or installed for the purpose of reducing Expenses or
          made or installed  pursuant to  governmental  requirement or insurance
          requirement,  which costs shall be amortized by Landlord in accordance
          with sound  accounting  and management  principles);  (c) interest and
          principal  payments on mortgages  (except  interest on the cost of any
          capital  improvements  for which  amortization  may be included in the
          definition  of Expenses) or any rental  payments on any ground  leases
          (except for rental payments which constitute  reimbursement  for Taxes
          and Expenses);  (d) advertising expenses and leasing commissions;  (e)
          any cost or expenditure  for which Landlord is reimbursed,  whether by
          insurance  proceeds  or  otherwise,  except  through  Adjustment  Rent
          (hereinafter  defined);  (f) the cost of any kind of service furnished
          to any other tenant in the Building  which Landlord does not generally
          make  available to all tenants in the Building;  (g) legal expenses of
          negotiating  leases;  (h)  salaries  and fringe  benefits of employees


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          above the grade of building manager. Expenses shall be determined on a
          cash or accrual basis, as Landlord may elect.

     (iii)"Rent"  shall  mean Base Rent,  Adjustment  Rent and any other sums or
          charges due by Tenant hereunder.

     (iv) "Taxes"  shall mean all taxes,  assessments  and fees  levied upon the
          Building,  the  property  of  Landlord  located  therein  or the rents
          collected  therefrom,  by  any  governmental  entity  based  upon  the
          ownership,  leasing,  renting or operation of the Building,  including
          all costs and expenses of protesting  any such taxes,  assessments  or
          fees.  Taxes  shall  not  include  any  net  income,   capital  stock,
          succession,  transfer,  franchise,  gift, estate or inheritance taxes;
          provided,  however, if at any time during the Term, a tax or excise on
          income is levied or assessed by any governmental entity, in lieu of or
          as a substitute  for, in whole or in part,  real estate taxes or other
          ad valorem taxes,  such tax shall constitute and be included in Taxes.
          For the purpose of determining Taxes for any given year, the amount to
          be  included  for such year (a) from  special  assessments  payable in
          installments  shall  be  the  amount  of  the  installments  (and  any
          interest)  due and payable  during  such year,  and (b) from all other
          Taxes  shall at  Landlord's  election  either be the  amount  accrued,
          assessed  or  otherwise  imposed  for such year or the  amount due and
          payable in such year.

     (v)  "Tenant's  Proportionate Share" shall mean the percentage set forth in
          Item D of the Basic Terms which has been  determined  by dividing  the
          rentable  square feet in the Premises by the  rentable  square feet in
          the Building.

B.   Components of Rent.  Tenant agrees to pay the following amounts to Landlord
     at  the  office  of  the  Building  or at  such  other  place  as  Landlord
     designates:

     (i)  Base rent  ("Base  Rent") to be paid in  monthly  installments  in the
          amount set forth in Item B of the Basic  Terms in advance on or before
          the first day of each month of the Term,  except that Tenant shall pay
          the first month's Base Rent upon execution of this Lease.

     (ii) Adjustment  rent  ("Adjustment  Rent") in an amount  equal to Tenant's
          Proportionate  Share of (a) the  increase in Expenses for any calendar
          year  over the Base  Expenses  and (b) the  increase  in Taxes for any
          calendar  year over the Base  Taxes.  (If the Basic  Terms set forth a
          Base  Expense  Year and a Base Tax Year rather than Base  Expenses and
          Base  Taxes,  the Base  Expenses  and the Base Taxes  shall  equal the
          amount of Expenses and Taxes, respectively,  for the Base Expense Year
          and the Base Tax Year.) Prior to each calendar  year,  Landlord  shall
          estimate the amount of Adjustment  Rent due for such year,  and Tenant
          shall pay Landlord  one-twelfth  of such  estimate on the first day of
          each month during such year.  Such estimate may be revised by Landlord
          whenever it obtains information  relevant to making such estimate more
          accurate.  After the end of each calendar year, Landlord shall deliver
          to Tenant a report  setting  forth the actual  Expenses  and Taxes for
          such calendar  year and a statement of the amount of  Adjustment  Rent


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          that Tenant has paid and is payable for such year.  Within thirty days
          after receipt of such report,  Tenant shall pay to Landlord the amount
          of Adjustment  Rent due for such calendar year,  minus any payments of
          Adjustment  Rent made by Tenant for such year.  If Tenant's  estimated
          payments of  Adjustment  Rent exceed the amount due  Landlord for such
          calendar  year,  Landlord  shall apply such excess as a credit against
          Tenant's other  obligations  under this Lease or promptly  refund such
          excess to Tenant if the Term has already  expired,  provided Tenant is
          not then in default  hereunder,  in either  case  without  interest to
          Tenant.

C. Payment of Rent. The following  provisions  shall govern the payment of Rent:
(i) if this  Lease  commences  or ends on a day other than the first day or last
day of a calendar month, the Rent for the month in which this Lease so begins or
ends shall be prorated and adjusted accordingly;  (ii) all Rent shall be paid to
Landlord  without  offset or  deduction,  and the  covenant to pay Rent shall be
independent  of every other  covenant in this Lease;  (iii) if during all or any
portion of any year the Building is not fully rented and occupied,  Landlord may
elect to make an appropriate  adjustment of Expenses  and/or Taxes for such year
to determine  the Expenses that would have been paid or incurred by Landlord had
the  Building  been fully rented and occupied for the entire year and the amount
so  determined  shall be deemed to have been the Expenses  and/or Taxes for such
year;  (iv) any sum due from Tenant to Landlord which is not paid when due shall
bear  interest  from the date due  until  the date  paid at the  annual  rate of
eighteen  percent (18%) or the maximum rate permitted by law,  whichever is less
(the "Default Rate"); and, in addition,  Tenant shall pay Landlord a late charge
for any Rent payment  which is paid more than five days after its due date equal
to five  percent of such  payment;  (v) if changes are made to this Lease or the
Building  changing the number of square feet contained in the Premises or in the
Building,   Landlord   shall  make  an   appropriate   adjustment   to  Tenant's
Proportionate  Share;  (vi)  Tenant  shall have the right to inspect  Landlord's
accounting  records  relative to Expenses and Taxes during normal business hours
at any time within thirty days  following the furnishing to Tenant of the annual
statement of Rent Adjustment; and, unless Tenant shall take written exception to
any item in any such  statement  within such thirty day period,  such  statement
shall be considered  as final and accepted by Tenant;  (vii) in the event of the
termination of this Lease prior to the  determination  of any  Adjustment  Rent,
Tenant's agreement to pay any such sums and Landlord's  obligation to refund any
such sums  (provided  Tenant is not in  default  hereunder)  shall  survive  the
termination  of this Lease;  (viii) no  adjustment  to the Rent by virtue of the
operation of the rent  adjustment  provisions  in this Lease shall result in the
payment  by Tenant in any year of less than the Base Rent set forth in Item B of
the Basic  Terms;  (ix)  Landlord  may at any time change the fiscal year of the
Building;  (x) each amount owed to Landlord  under this Lease for which the date
of  payment  is not  expressly  fixed  shall be due on the same date as the Rent
listed on the statement  showing such amount is due; and (xi) if Landlord  fails
to give Tenant an  estimate of  Adjustment  Rent prior to the  beginning  of any
calendar year, Tenant shall continue to pay Adjustment Rent, as the case may be,
at the  rate  for the  previous  calendar  year  until  Landlord  delivers  such
estimate.

D.  Allocation of Rent.  (INTENTIONALLY DELETED)

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3. USE. Tenant agrees that it shall occupy and use the Premises only as business
offices and for no other purposes.  Tenant shall comply with all federal,  state
and municipal laws, ordinances and regulations and all covenants, conditions and
restrictions of record  applicable to Tenant's use or occupancy of the Premises.
Without  limiting  the  foregoing,  Tenant  shall not  cause,  nor  permit,  any
hazardous  or toxic  substances  to be brought  upon,  produced,  stored,  used,
discharged or disposed of in, on or about the Premises without the prior written
consent  of  Landlord  and  then  only  in   compliance   with  all   applicable
environmental  laws.  If as a result of  Tenant's  use of the  Premises  (a) the
amount of insurance  premiums  payable by Landlord for  insurance  maintained by
Landlord for or in respect to the Building is increased,  (b) any such insurance
coverage  is  decreased,  or (c)  cancellation  or  refusal  to  renew  any such
insurance  policy is  threatened,  Landlord  shall so notify  Tenant,  whereupon
Tenant shall  immediately pay any such increased  premium or cease any such use,
failing which (or in the event of a threatened  cancellation or refusal to renew
any such insurance policy which may not be cured by the payment of an additional
premium)  Landlord  shall have the right and option,  in addition to  Landlord's
other rights and remedies hereunder, to terminate this Lease upon written notice
to Tenant effective on the date set forth in such notice.

4. CONDITION OF PREMISES.  Tenant's  taking  possession of the Premises shall be
conclusive  evidence  that the  Premises  were in good  order  and  satisfactory
condition  when  Tenant  took  possession.  No  agreement  of Landlord to alter,
remodel,  decorate, clean or improve the Premises or the Building (or to provide
Tenant  with any  credit  or  allowance  for the  same),  and no  representation
regarding the condition of the Premises or the Building, have been made by or on
behalf of Landlord or relied upon by Tenant,  except as stated  herein or in the
Tenant  Improvement  Work Schedule  executed by Landlord and Tenant and attached
hereto as Exhibit "E".

5.  BUILDING SERVICES.

A. Basic Services.  Landlord shall furnish the following  services:  (i) heating
and air conditioning to provide a temperature  condition required, in Landlord's
judgment,  for  comfortable  occupancy  of the Premises  under  normal  business
operations,  daily from 7:30 A.M. to 6:00 P.M.  (Saturday from 8:00 A.M. to 1:00
P.M.), Sundays and holidays excepted;  (ii) water for drinking,  and, subject to
Landlord's  approval,  water at Tenant's  expense for any private  restrooms and
office  kitchen  requested  by Tenant;  (iii)  men's and  women's  restrooms  at
locations designated by Landlord,  in common with other tenants of the Building;
(iv) daily  janitor  service in the Premises  and common areas of the  Building,
weekends and holidays excepted and (v) passenger elevator service in common with
Landlord and other tenants of the Building,  24 hours a day, 7 days a week;  and
freight elevator service daily, weekends and holidays excepted,  upon request of
Tenant and subject to scheduling  and charges by Landlord.  Notwithstanding  the
above,  Tenant  will not be  required to meter and pay for water used within the
Premises  (except  through the  provisions  of paragraph  2B(ii) as an Expense),
unless Tenant installs special  equipment that  specifically  utilizes water for
processing or cooling, such as but not limited to air conditioning or computers,
excluding drinking fountains.

B.  Electricity.  Electricity shall be distributed to the Premises either by the
electric  utility  company  serving the Building or, at  Landlord's  option,  by
Landlord,  and Landlord shall permit Landlord's wire and conduits, to the extent


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<PAGE>
available, suitable and safely capable, to be used for such distribution. If and
so long as Landlord is  distributing  electricity to the Premises,  Tenant shall
obtain all of its  electricity  from  Landlord  and shall pay all of  Landlord's
charges,  which charges shall be based,  at Landlord's  option,  either on meter
readings  or on a survey of  Tenant's  electrical  usage made by  Landlord or on
Tenant's prorata share of all space,  including the Premises,  which is commonly
metered with the  Premises.  If the  electric  utility  company is  distributing
electricity  to the  Premises,  Tenant  at its cost  shall  make  all  necessary
arrangements  with the  electric  utility  company for  metering  and paying for
electric current furnished to the Premises.

C. Telephones.  Tenant shall arrange for telephone  service directly with one or
more of the public  telephone  companies  servicing  the  Building  and shall be
solely responsible for paying for such telephone  service.  If Landlord acquires
ownership of the telephone  cables in the Building at any time,  Landlord  shall
permit Tenant to connect to such cables on such terms and conditions as Landlord
may  prescribe.  In no event does Landlord make any  representation  or warranty
with respect to telephone  service in the Building,  and Landlord  shall have no
liability with respect thereto.

D. Additional Services.  Landlord shall not be obligated to furnish any services
other than those stated above. If Landlord elects to furnish services  requested
by Tenant in addition to those stated above  (including  services at times other
than those stated above),  Tenant shall pay Landlord's then  prevailing  charges
for such services as Additional Rent within ten (10) days of Landlord's  invoice
therefor.  If Tenant shall fail to make any such payment,  Landlord may, without
notice to Tenant and in addition to all other  remedies  available  to Landlord,
discontinue any additional services. No discontinuance of any such service shall
result in any liability of Landlord to Tenant or be considered as an eviction or
a  disturbance  of  Tenant's  use of the  Premises.  In  addition,  if  Tenant's
concentration  of personnel or equipment  adversely  affects the  temperature or
humidity in the Premises or the Building, Landlord may install supplementary air
conditioning  units  in the  Premises;  and  Tenant  shall  pay for the  cost of
installation, utility charges, and maintenance thereof.

E. Failure or Delay in Furnishing  Services.  Tenant agrees that Landlord  shall
not be liable for damages for failure or delay in furnishing  any service stated
above if such  failure  or delay is caused,  in whole or in part,  by any one or
more of the events stated in Section 25(j) below,  nor shall any such failure or
delay be  considered  to be an eviction or  disturbance  of Tenant's  use of the
Premises, or relieve Tenant from its obligation to pay any Rent when due or from
any other obligations of Tenant under this Lease.

6. RULES AND REGULATIONS.  Tenant shall observe and comply,  and shall cause its
subtenants,  assignees,  invitees, employees,  contractors and agents to observe
and comply, with the rules and regulations listed on Exhibit "E" attached hereto
and with such  reasonable  modifications  and additions  thereto as Landlord may
make from time to time.  Landlord  shall not be liable for failure of any person
to obey such rules and  regulations.  Landlord shall not be obligated to enforce
such rules and  regulations  against any person,  and the failure of Landlord to
enforce any such rules and regulations  shall not constitute a waiver thereof or
relieve Tenant from compliance therewith.



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7. CERTAIN RIGHTS RESERVED TO LANDLORD.  Landlord reserves the following rights,
each of which  Landlord  may  exercise  without  notice  to Tenant  and  without
liability to Tenant,  and the exercise of any such rights shall not be deemed to
constitute  an eviction or  disturbance  of Tenant's  use or  possession  of the
Premises  and shall not give rise to any claim for set-off or  abatement of rent
or any other claim:  (a) to change the name or street address of the Building or
the suite number of the Premises; (b) to install, affix and maintain any and all
signs  on the  exterior  or  interior  of the  Building;  (c) to  make  repairs,
decorations,  alterations,  additions,  or improvements,  whether  structural or
otherwise,  in and about the  Building,  and for such purposes to enter upon the
Premises, temporarily close doors, corridors and other areas in the Building and
interrupt or  temporarily  suspend  services or use of common areas,  and Tenant
agrees to pay Landlord for overtime and similar  expenses  incurred if such work
is done other than during ordinary  business hours at Tenant's  request;  (d) to
retain at all  times,  and to use in  appropriate  instances,  keys to all doors
within and into the  Premises;  (e) to grant to any  person or to  reserve  unto
itself the exclusive  right to conduct any business or render any service in the
Building;  (f) to show or inspect  the  Premises  at  reasonable  times and,  if
vacated or abandoned,  to prepare the Premises for reoccupancy;  (g) to install,
use and maintain in and through the Premises  pipes,  conduits,  wires and ducts
serving the Building, provided that such installation,  use and maintenance does
not  unreasonably  interfere with Tenant's use of the Premises;  and (h) to take
any  other  action  which  Landlord  deems  reasonable  in  connection  with the
operation,  maintenance or  preservation  of the Building.  Notwithstanding  the
above,  Landlord shall not change the name of the Building  without the Tenant's
prior  approval,  which shall not be  unreasonably  withheld.  In addition,  the
Tenant's suite numbers will not be changed without prior approval of the Tenant,
which shall not unreasonably be withheld.

8. MAINTENANCE AND REPAIRS.  Tenant, at its expense, shall maintain and keep the
Premises  in good order and repair at all times  during the Term.  In  addition,
Tenant  shall  reimburse  Landlord  for the cost of any repairs to the  Building
necessitated  by the acts or omissions  of Tenant,  its  subtenants,  assignees,
invitees,  employees,  contractors  and  agents,  to the extent  Landlord is not
reimbursed for such costs under its insurance policies. Subject to the preceding
sentence,  Landlord  shall  perform any  maintenance  or make any repairs to the
Building as Landlord shall desire or deem necessary for the safety, operation or
preservation of the Building,  or as Landlord may be required or requested to do
by the City of Omaha,  Nebraska or by the order or decree of any court or by any
other proper authority.

9.  ALTERATIONS.

A. Requirements. Tenant shall not make any replacement,  alteration, improvement
or addition  to or removal  from the  Premises  (collectively  an  "alteration")
without the prior written  consent of Landlord.  In the event Tenant proposes to
make any alteration,  Tenant shall, prior to commencing such alteration,  submit
to Landlord for prior written approval:  (i) detailed plans and  specifications;
(ii) sworn  statements,  including the names,  addresses and copies of contracts
for all contractors;  (iii) all necessary permits evidencing compliance with all
applicable governmental rules,  regulations and requirements;  (iv) certificates
of insurance in form and amounts  required by Landlord,  naming Landlord and any
other parties designated by Landlord as additional  insureds;  and (v) all other
documents and information as Landlord may reasonably  request in connection with


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such alteration.  Tenant agrees to pay Landlord's standard charges for review of
all such items and supervision of the alteration.  Neither approval of the plans
and   specifications  nor  supervision  of  the  alteration  by  Landlord  shall
constitute  a  representation  or  warranty  by  Landlord  as to  the  accuracy,
adequacy,  sufficiency  or  propriety  of such plans and  specifications  or the
quality of workmanship or the compliance of such alteration with applicable law.
Tenant  shall  pay the  entire  cost of the  alteration  and,  if  requested  by
Landlord,  shall  deposit  with  Landlord,  prior  to  the  commencement  of the
alteration,  security for the payment and  completion of the  alteration in form
and amount required by Landlord.  Each  alteration  shall be performed in a good
and workmanlike manner, in accordance with the plans and specifications approved
by Landlord, and shall meet or exceed the standards for construction and quality
of  materials  established  by Landlord  for the  Building.  In  addition,  each
alteration shall be performed in compliance with all applicable governmental and
insurance  company  laws,  regulations  and  requirements,   including,  without
limitation,  all  requirements  of The  Americans  with  Disabilities  Act. Each
alteration shall be performed in harmony with Landlord's employees,  contractors
and other tenants. Each alteration, whether temporary or permanent in character,
made by  Landlord or Tenant in or upon the  Premises  (excepting  only  Tenant's
furniture,  equipment and trade fixtures) shall become  Landlord's  property and
shall remain upon the Premises at the  expiration or  termination  of this Lease
without compensation to Tenant; provided,  however, that Landlord shall have the
right to require  Tenant to remove such  alteration  at  Tenant's  sole cost and
expense  in  accordance  with  the  provisions  of  Section  15 of  this  Lease.
Notwithstanding  the above,  Landlord  recognizes  Tenant  will  arrange for and
supervise  its own  construction.  Landlord's  charges  for  review of plans and
construction  will be limited to the actual cost of any third party  consultants
reasonably  required  by  Landlord  (such as,  but not  limited  to,  Structural
Engineers,   Mechanical/Electrical   Engineers,  or  Architects).  In  addition,
Landlord recognizes that Tenant may relocate its existing self contained package
air conditioning units (with no network of above ceiling ductwork) to supplement
the  Building's  system  in the  Premises.  If  such is the  case  or if  Tenant
purchases with its own funds and installs similar type units, upon expiration or
termination  of this Lease,  Tenant will be allowed to or Landlord,  at its sole
discretion,  may require  Tenant to remove such units at Tenant's  sole cost and
expense  in  accordance  with  the  provisions  of  Section  15 of  this  Lease.
Notwithstanding the above, Landlord as a part of its review of Tenant's proposed
alterations  under  this  Paragraph  9, shall  stipulate  at the time the Tenant
requests  approval of the proposed  alterations,  any proposed  alterations that
will be required to be removed by Tenant upon  surrender  of the Premises by the
Tenant.

B. Liens.  Upon  completion of any  alteration,  Tenant shall  promptly  furnish
Landlord  with sworn  owner's  and  contractors'  statements  and full and final
waivers of lien  covering all labor and materials  included in such  alteration.
Tenant shall not permit any mechanic's lien to be filed against the Building, or
any part thereof,  arising out of any alteration  performed,  or alleged to have
been  performed,  by or on behalf of Tenant.  If any such lien is filed,  Tenant
shall within ten days thereafter have such lien released of record or deliver to
Landlord  a bond in  form,  amount,  and  issued  by a  surety  satisfactory  to
Landlord, indemnifying Landlord against all costs and liabilities resulting from
such lien and the foreclosure or attempted  foreclosure thereof. If Tenant fails
to have such lien so released  or to deliver  such bond to  Landlord,  Landlord,
without  investigating the validity of such lien, may pay or discharge the same;
and  Tenant  shall  reimburse  Landlord  upon  demand  for the amount so paid by
Landlord, including Landlord's expenses and attorneys' fees.

                                       42
<PAGE>
10. INSURANCE.  Tenant,  at its expense,  shall maintain at all times during the
Term the following  insurance policies:  (a) fire insurance,  including extended
coverage,  vandalism,  malicious  mischief,  sprinkler  leakage and water damage
coverage and demolition and debris removal,  insuring the full  replacement cost
of all  improvements,  alterations or additions to the Premises made at Tenant's
expense,  and all other  property  owned or used by Tenant  and  located  in the
Premises;  (b) commercial  general liability  insurance,  contractual  liability
insurance  and property  damage  insurance  with respect to the Building and the
Premises,  with limits to be set by Landlord  from time to time but in any event
not less than $3,000,000 combined single limit for personal injury,  sickness or
death or for damage to or  destruction of property for any one  occurrence;  and
(c) insurance against such other risks and in such other amounts as Landlord may
from  time to time  require.  The  form of all  such  policies  and  deductibles
thereunder  shall be subject to  Landlord's  prior  approval.  All such policies
shall be issued by insurers  acceptable  to Landlord and licensed to do business
in the State of Nebraska and shall contain a waiver of any rights of subrogation
thereunder.  In addition, the policies shall name Landlord and any other parties
designated  by Landlord as  additional  insureds,  shall require at least thirty
days' prior written notice to Landlord of termination or modification  and shall
be primary and not  contributory.  Tenant shall,  at least ten days prior to the
Commencement  Date,  and within ten days  prior to the  expiration  of each such
policy,  deliver to Landlord certificates  evidencing the foregoing insurance or
renewal thereof, as the case may be.

11.  WAIVER AND INDEMNITY.

A.  Waiver.  Tenant  releases  Landlord,   Landlord's  beneficiaries  and  their
respective  agents and  employees  from,  and waives all claims  for,  damage or
injury  to person or  property  and loss of  business  sustained  by Tenant  and
resulting from the Building or the Premises or any part thereof or any equipment
therein  becoming in disrepair,  or resulting  from any accident in or about the
Building.  This paragraph  shall apply  particularly,  but not  exclusively,  to
flooding, damage caused by Building equipment and apparatus, water, snow, frost,
steam, excessive heat or cold, broken glass, sewage, gas, odors, excessive noise
or vibration or the bursting or leaking of pipes, plumbing fixtures or sprinkler
devices.  Without  limiting the generality of the  foregoing,  Tenant waives all
claims and rights of recovery against  Landlord,  Landlord's  beneficiaries  and
their respective  agents and employees for any loss or damage to any property of
Tenant,  which  loss or damage is insured  against,  or  required  to be insured
against,  by Tenant  pursuant  to Section 10 above,  whether or not such loss or
damage is due to the fault or  negligence  of  Landlord  or such  beneficiaries,
agents  or  employees,  and  regardless  of the  amount  of  insurance  proceeds
collected or collectible under any insurance policies in effect.

B.  Indemnity.  Tenant agrees to indemnify,  defend and hold harmless  Landlord,
Landlord's  beneficiaries  and their respective  agents and employees,  from and
against any and all claims, demands,  actions,  liabilities,  damages, costs and
expenses (including  attorneys' fees), for injuries to any persons and damage to
or theft or  misappropriation  or loss of  property  occurring  in or about  the
Building  and arising  from the use and  occupancy  of the  Premises or from any
activity,  work, or thing done,  permitted or suffered by Tenant in or about the
Premises (including,  without limitation,  any alteration by Tenant) or from any
breach or default on the part of Tenant in the  performance  of any  covenant or
agreement on the part of Tenant to be  performed  under this Lease or due to any
other act or omission of Tenant, its subtenants, assignees, invitees, employees,

                                       43
<PAGE>
contractors and agents. Without limiting the foregoing,  Tenant shall indemnify,
defend and hold Landlord harmless from any claims,  liabilities,  damages, costs
and expenses  arising out of the use or storage of hazardous or toxic  materials
in the Building by Tenant.  If any such proceeding is filed against  Landlord or
any such  indemnified  party,  Tenant agrees to defend Landlord or such party in
such proceeding at Tenant's sole cost by legal counsel  reasonably  satisfactory
to Landlord, if requested by Landlord.

12.  FIRE AND  CASUALTY.  If all or a  substantial  part of the  Premises or the
Building is rendered untenantable by reason of fire or other casualty,  Landlord
may, at its option,  either restore the Premises and the Building,  or terminate
this Lease  effective  as of the date of such fire or other  casualty.  Landlord
agrees to give Tenant  written  notice within sixty days after the occurrence of
any such  fire or other  casualty  designating  whether  Landlord  elects  to so
restore or terminate  this Lease.  If Landlord  elects to terminate  this Lease,
Rent shall be paid through and  apportioned as of the date of such fire or other
casualty.  If Landlord elects to restore,  Landlord's  obligation to restore the
Premises  shall be limited  to  restoring  those  improvements  in the  Premises
existing  as of the  date of such  fire or other  casualty  which  were  made at
Landlord's  expense  and  shall  exclude  any  furniture,  equipment,  fixtures,
additions,  alterations or improvements in or to the Premises which were made at
Tenant's expense. If Landlord elects to restore,  Rent shall abate for that part
of the Premises which is  untenantable on a per diem basis from the date of such
fire or other casualty until Landlord has substantially completed its repair and
restoration work, provided that Tenant does not occupy such part of the Premises
during said  period.  If the  restoration  takes longer than two hundred and ten
(210) days or if such damage  occurs during the last eighteen (18) months of the
Lease Term,  the Tenant shall have the option to terminate  this Lease as of the
date of casualty by submitting written notice to the Landlord.

13.  CONDEMNATION.  If the Premises or the Building is rendered  untenantable by
reason of a condemnation (or by a deed given in lieu thereof), then either party
may terminate  this Lease by giving  written  notice of termination to the other
party  within  thirty  days after such  condemnation,  in which event this Lease
shall terminate effective as of the date of such condemnation.  If this Lease so
terminates,  Rent shall be paid through and  apportioned  as of the date of such
condemnation.  If such condemnation does not render the Premises or the Building
untenantable,  this Lease shall  continue in effect and Landlord  shall promptly
restore the  portion  not  condemned  to the extent  reasonably  possible to the
condition existing prior to the condemnation.  In such event, however,  Landlord
shall not be required to expend an amount in excess of the proceeds  received by
Landlord  from  the  condemning  authority.  Landlord  reserves  all  rights  to
compensation for any  condemnation.  Tenant hereby assigns to Landlord any right
Tenant may have to such  compensation,  and Tenant  shall make no claim  against
Landlord  or the  condemning  authority  for  compensation  for  termination  of
Tenant's  leasehold  interest  under this Lease or  interference  with  Tenant's
business,  unless Tenant is entitled by applicable  law to separate  award which
does not diminish or reduce award otherwise made to Landlord.

14.  ASSIGNMENT AND SUBLETTING.  The Tenant  covenants and agrees not to assign,
sublet,  license or grant a  concession  or part with  possession  of the leased
premises or any part thereof  without first obtaining the written consent of the
Landlord,  except  in the case of  assignment  or  sublet  to  Tenant  affiliate
company,  provided  assignee or sublessee  affiliate  company has, at a minimum,
equal credit worthiness as Tenant such consent not to be unreasonable withheld.

                                       44
<PAGE>
Provided that in any such assignment, subletting, license, concession or parting
with  possession,  the Landlord  shall  reserve its right to approve any further
assignment, license or concession or parting with possession and may require the
Assignee,  Sublessee,  Licensee,  Concessionaire  or person taking possession to
covenant  directly  with the  Landlord to  observe,  perform and comply with the
event  of such  assignment,  subletting  license,  concession  or  parting  with
possession,   all  monies   payable  by  the  Assignee,   Sublessee,   Licensee,
Concessionaire  or  person  taking  possession  shall  be paid  directly  to the
Landlord,  who shall credit the same as payments required and reserve hereunder.
The  Landlord  shall be  entitled  to receive any excess of such monies over and
above monies  payable and reserved  hereunder,  for its own use  absolutely  and
forever.  Tenant shall remain responsible for all of the terms and conditions of
this Lease,  except in the case when an assignment has been approved by Landlord
to an assignee to have, at a minimum, equal credit worthiness as Tenant.

If at any time herein: (i) any person other than the Tenant has or exercises the
right to manage or control the leased  premises,  or any part  thereof or any of
the  business  carried  on  therein  other  than  subject to the direct and full
supervisions and control of the Landlord; or (ii) effective control of the Lease
is acquired or exercised by any person or persons not having  effective  control
of the same shall constitute a default entitling the Landlord, at its option, to
terminate  this Lease,  unless prior  thereto the Tenant shall have received the
written consent of the Landlord.

As an alternative to such consent (and without being so obliged or affecting its
other  rights) the Landlord at its option,  shall have the right  within  thirty
(30)  days of its being  asked for such  consent  to, by  written  notice to the
Tenant,  cancel this Lease as of and from the date at which the Tenant wishes to
assign,  sublet,  license or grant a concession  or part with  possession of the
leased premises or any part thereof;  provided the Tenant shall have thirty (30)
days from the date of its  receipt of such  written  notice to deliver a written
revocation  of such  request  for  consent to the  Landlord;  in which event the
Landlord's  right to cancel pursuant to this Paragraph 14 shall be deemed lapsed
until the next such request.

Any  attempt  to assign,  sublet,  license  or grant a  concession  or part with
possession of the leased premises or any part thereof without complying with the
terms and provisions of this Paragraph shall be null and void.

15.  SURRENDER.  Upon termination of the Term or Tenant's right to possession of
the  Premises,  Tenant  shall  return the Premises to Landlord in good order and
condition,  ordinary  wear and  damage by fire or other  casualty  excepted.  If
Landlord  requires Tenant to remove any alterations  pursuant to Section 9, then
such  removal  shall be done in a good and  workmanlike  manner;  and upon  such
removal  Tenant  shall  restore  the  Premises  to its  condition  prior  to the
installation  of such  alterations.  If Tenant does not remove such  alterations
after request to do so by Landlord, Landlord may remove the same and restore the
Premises;  and Tenant  shall pay the cost of such  removal  and  restoration  to
Landlord,  plus a fee equal to  twenty  percent  (20%) of  Landlord's  cost,  as
Additional Rent upon demand. Tenant shall also remove its furniture,  equipment,
trade fixtures and all other items of personal  property from the Premises prior
to termination  of the Term or Tenant's right to possession of the Premises.  If
Tenant does not remove such items, Tenant shall be conclusively presumed to have
conveyed the same to Landlord  without  further payment or credit by Landlord to
Tenant;  or at Landlord's sole option such items shall be deemed  abandoned,  in
which  event  Landlord  may cause such items to be removed  and  disposed  of at

                                       45
<PAGE>
Tenant's  expense without notice to Tenant and without  obligation to compensate
Tenant.

16.  DEFAULTS AND REMEDIES.

A. Default. The occurrence of any of the following shall constitute a default (a
"Default") by Tenant under this Lease: (i) Tenant fails to pay any Rent when due
and such failure is not cured within five days after notice from Landlord (which
notice may be in the form of a landlord statutory five-day notice);  (ii) Tenant
fails to perform any other provision of this Lease and such failure is not cured
within  thirty  days  (or  immediately  if  the  failure  involves  a  hazardous
condition) after notice from Landlord; (iii) the leasehold interest of Tenant is
levied upon or attached  under  process of law;  (iv) Tenant or any guarantor of
this Lease dies or  dissolves;  (v) Tenant  vacates  the  Premises;  or (vi) any
voluntary  or  involuntary  proceedings  are filed by or  against  Tenant or any
guarantor of this Lease under any bankruptcy, insolvency or similar laws and, in
the case of any involuntary  proceedings,  are not dismissed  within thirty days
after filing.

B. Right of Re-Entry.  Upon the  occurrence of a Default,  Landlord may elect to
terminate  this Lease or, without  terminating  this Lease,  terminate  Tenant's
right to  possession of the Premises.  Upon any such  termination,  Tenant shall
immediately  surrender and vacate the Premises and deliver possession thereof to
Landlord.  Tenant  grants  to  Landlord  the right to enter  and  repossess  the
Premises and to expel  Tenant and any others who may be  occupying  the Premises
and to remove any and all property therefrom, without being deemed in any manner
guilty of trespass and without  relinquishing  Landlord's  rights to Rent or any
other right given to Landlord hereunder or by operation of law.

C.  Reletting.  If  Landlord  terminates  Tenant's  right to  possession  of the
Premises without terminating this Lease,  Landlord may relet the Premises or any
part thereof.  In such case,  Landlord shall use reasonable efforts to relet the
Premises on such terms as Landlord shall reasonably deem appropriate;  provided,
however, Landlord may first lease Landlord's other available space and shall not
be  required  to  accept  any  tenant  offered  by  Tenant  or  to  observe  any
instructions  given  by  Tenant  about  such  reletting.  If  the  consideration
collected by Landlord upon any such reletting,  after payment of the expenses of
reletting the Premises which have not been reimbursed by Tenant, is greater than
the amount necessary to pay the full amount of the Rent, the full amount of such
excess shall be retained by Landlord and shall in no event be payable to Tenant.

D. Termination of Lease. If Landlord terminates this Lease, Landlord may recover
from Tenant and Tenant shall pay to Landlord,  on demand,  as and for liquidated
and final damages,  an accelerated  lump sum amount equal to the amount by which
Landlord's  estimate of the aggregate amount of Rent owing from the date of such
termination  through  the  Expiration  Date  plus  Landlord's  estimate  of  the
aggregate expenses of reletting the Premises, exceeds Landlord's estimate of the
fair rental value of the Premises for the same period (after deducting from such
fair  rental  value  the time  needed to relet the  Premises  and the  amount of
concessions  which would  normally be given to a new tenant) both  discounted to
present value at the rate of five percent per annum.



                                       46
<PAGE>
E. Other  Remedies.  Landlord  may but shall not be  obligated  to  perform  any
obligation of Tenant under this Lease; and, if Landlord so elects, all costs and
expenses paid by Landlord in performing such obligation,  together with interest
at the Default Rate,  shall be  reimbursed by Tenant to Landlord on demand.  Any
and all  remedies  set forth in this Lease:  (i) shall be in addition to any and
all  other  remedies  Landlord  may  have at law or in  equity,  (ii)  shall  be
cumulative,  and (iii) may be pursued  successively  or concurrently as Landlord
may  elect.  The  exercise  of any  remedy  by  Landlord  shall not be deemed an
election of remedies or preclude  Landlord from exercising any other remedies in
the future.

F. Bankruptcy. If Tenant becomes bankrupt, the bankruptcy trustee shall not have
the right to assume or assign this Lease  unless the trustee  complies  with all
requirements  of the United  States  Bankruptcy  Code;  and  Landlord  expressly
reserves all of its rights, claims, and remedies thereunder.

G. Waiver of Trial by Jury. Landlord and Tenant waive trial by jury in the event
of any action,  proceeding or counterclaim  brought by either Landlord or Tenant
against the other in connection with this Lease.

H. Venue.  If either  Landlord or Tenant  desires to bring an action against the
other in connection with this Lease, such action shall be brought in the federal
or state courts located in Omaha,  Nebraska.  Landlord and Tenant consent to the
jurisdiction of such courts and waive any right to have such action  transferred
from such courts on the grounds of improper venue or inconvenient forum.

17.  HOLDING  OVER.  If Tenant  retains  possession  of the  Premises  after the
expiration  or  termination  of the Term or Tenant's  right to possession of the
Premises,  Tenant  shall pay Rent  during such  holding  over at one hundred and
forty percent  (140%) of the rate in effect  immediately  preceding such holding
over  computed  on a monthly  basis for each month or partial  month that Tenant
remains in possession. Tenant shall also pay, indemnify and defend Landlord from
and against all claims and damages,  consequential as well as direct,  sustained
by reason of Tenant's  holding over. The provisions of this Section do not waive
Landlord's right of re-entry or right to regain  possession by actions at law or
in equity or any other rights hereunder,  and any receipt of payment by Landlord
shall not be deemed a consent by Landlord to Tenant's remaining in possession or
be  construed  as  creating or  renewing  any lease or right of tenancy  between
Landlord and Tenant.

18.  SECURITY  DEPOSIT.  Upon execution of this Lease,  Tenant shall deposit the
security  deposit  set  forth  in Item "F" of the  Basic  Terms  (the  "Security
Deposit") with Landlord as security for the performance of Tenant's  obligations
under this Lease. Upon the occurrence of a Default,  Landlord may use all or any
part of the  Security  Deposit for the payment of any Rent or for the payment of
any amount which  Landlord may pay or become  obligated to pay by reason of such
Default,  or to  compensate  Landlord for any loss or damage which  Landlord may
suffer by reason of such  Default.  If any  portion of the  Security  Deposit is
used,  Tenant shall within five days after written demand therefor  deposit cash
with  Landlord in an amount  sufficient  to restore the Security  Deposit to its
original  amount.  Landlord  shall not be required to keep the Security  Deposit
separate from its general funds, and Tenant shall not be entitled to interest on
the Security  Deposit.  In no event shall the Security  Deposit be considered an
advanced  payment of Rent,  and in no event shall  Tenant be entitled to use the
Security  Deposit  for the  payment  of Rent.  If no  default  by Tenant  exists
hereunder,  the  Security  Deposit or any balance  thereof  shall be returned to

                                       47
<PAGE>
Tenant within  thirty days after the  expiration of the Term and vacation of the
Premises  by Tenant.  Landlord  shall have the right to  transfer  the  Security
Deposit to any purchaser of the Building. Upon such transfer,  Tenant shall look
solely to such purchaser for return of the Security Deposit;  and Landlord shall
be relieved of any liability with respect to the Security Deposit.

19.   SUBSTITUTION  OF  OTHER  PREMISES.   Except  for  Tenant's   computer  and
transmission areas, at any time hereafter,  Landlord may upon thirty days' prior
notice to Tenant substitute for the Premises other premises in the Building (the
"New Premises"),  provided that the New Premises shall be reasonably  usable for
Tenant's  business  hereunder;  and,  if Tenant is already in  occupancy  of the
Premises, then in addition Landlord shall pay the expenses of moving Tenant from
the Premises to the New Premises and for improving the New Premises so that they
are substantially similar to the Premises.

20.  ESTOPPEL  CERTIFICATE.  Tenant agrees that, from time to time upon not less
than ten days' prior  request by Landlord,  Tenant shall  execute and deliver to
Landlord a written certificate certifying: (i) that this Lease is unmodified and
in full force and effect (or if there have been modifications,  a description of
such modifications and that this Lease as modified is in full force and effect);
(ii) the dates to which Rent has been paid;  (iii) that Tenant is in  possession
of the Premises, if that is the case; (iv) that Landlord is not in default under
this Lease, or, if Tenant believes Landlord is in default, the nature thereof in
detail;  (v) that Tenant has no off-sets or defenses to the  performance  of its
obligations  under this Lease (or if Tenant  believes  there are any off-sets or
defenses,  a full and complete  explanation  thereof);  and (vi) such additional
matters as may be requested by Landlord,  it being agreed that such  certificate
may be relied upon by any  prospective  purchaser,  mortgagee,  or other  person
having or acquiring an interest in the Building.  If Tenant fails to execute and
deliver any such  certificate  within ten days after  request,  Tenant  shall be
deemed to have irrevocably  appointed  Landlord and Landlord's  beneficiaries as
Tenant's  attorneys-in-fact  to execute and deliver such certificate in Tenant's
name.

21. SUBORDINATION.  This Lease is and shall be expressly subject and subordinate
at all  times to (i) any  ground or  underlying  lease of the  Building,  now or
hereafter existing,  and all amendments,  renewals and modifications to any such
lease;  and (ii)  the  lien of any  mortgage  or  trust  deed  now or  hereafter
encumbering fee title to the Building and/or the leasehold estate under any such
lease. If any such mortgage or trust deed is foreclosed, or if any such lease is
terminated, upon request of the mortgagee, holder or lessor, as the case may be,
Tenant will attorn to the  purchaser  at the  foreclosure  sale or to the lessor
under such lease,  as the case may be. The foregoing  provisions are declared to
be  self-operative  and no further  instruments shall be required to effect such
subordination  and/or  attornment;  provided,  however,  that Tenant agrees upon
request by any such mortgagee,  holder,  lessor or purchaser at foreclosure,  to
execute and deliver such subordination  and/or attornment  instruments as may be
required by such person to confirm  such  subordination  and/or  attornment.  If
Tenant  fails to execute and deliver any such  instrument  within ten days after
request,  Tenant  shall be deemed to have  irrevocably  appointed  Landlord  and
Landlord's  beneficiaries as Tenant's  attorneys-in-fact  to execute and deliver
such instrument in Tenant's name.

                                       48
<PAGE>
22. QUIET ENJOYMENT.  As long as no Default exists,  Tenant shall peacefully and
quietly  have and enjoy the  Premises for the Term,  free from  interference  by
Landlord,  subject,  however,  to the  provisions  of this  Lease.  The  loss or
reduction of Tenant's  light,  air or view will not be deemed a  disturbance  of
Tenant's occupancy of the Premises nor will it affect Tenant's obligations under
this Lease or create any liability of Landlord to Tenant.

23.  BROKER.  Tenant  represents to Landlord that Tenant has dealt only with the
broker(s) set forth in Item "G" of the Basic Terms (the  "Broker") in connection
with this Lease and that,  insofar as Tenant knows,  no other broker  negotiated
this Lease or is entitled  to any  commission  in  connection  herewith.  Tenant
agrees to indemnify,  defend and hold Landlord and Landlord's  beneficiaries and
agents  harmless from and against any claims for a fee or commission made by any
broker, other than the Broker,  claiming to have acted by or on behalf of Tenant
in connection with this Lease. Landlord agrees to pay the Broker a commission in
accordance with a separate agreement between Landlord and the Broker.

24. NOTICES. All notices and demands to be given by one party to the other party
under this Lease shall be given in writing,  mailed or delivered,  if to Tenant,
at Suite 200 in the Building,  and if to Landlord at the address set forth below
or at such other address as either party may hereafter designate.

If to Landlord:        The Prudential Insurance Company of America
                       One Prudential Plaza; Suite 1200
                       130 East Randolph Street
                       Chicago, Illinois   60601
                       Attn.:  Vice President - Equity Investments

                       and

                       The Prudential Insurance Company of America
                       One Prudential Plaza; Suite 1300
                       130 East Randolph Street
                       Chicago, Illinois   60601
                       Attn.:  Regional Counsel


with a copy to:        Pacific Realty Group, Inc.
                       1905 Harney Street, Suite 403
                       Omaha, Nebraska   68102
                       Attn.:Senior Vice President-
                             Management Operations

Notices  shall be  delivered by United  States  certified  or  registered  mail,
postage  prepaid,  return  receipt  requested,  or  by a  nationally  recognized
overnight  courier service.  Notices shall be considered to have been given upon
the earlier to occur of actual receipt or two business days after posting in the
United States mail.

25. MISCELLANEOUS.

A. Successors and Assigns.  Subject to Section 14 of this Lease,  each provision
of this Lease shall  extend to,  bind and inure to the  benefit of Landlord  and
Tenant and their respective legal  representatives,  successors and assigns; and
all references herein to Landlord and Tenant shall be deemed to include all such
parties.

                                       49
<PAGE>
B. Entire Agreement.  This Lease, and the riders and exhibits,  if any, attached
hereto  which are  hereby  made a part of this  Lease,  represent  the  complete
agreement between Landlord and Tenant;  and Landlord has made no representations
or warranties  except as expressly set forth in this Lease.  No  modification or
amendment of or waiver under this Lease shall be binding upon Landlord or Tenant
unless in writing signed by Landlord and Tenant.

C. Time of Essence. Time is of the essence of this Lease and each and all of its
provisions.

D.  Execution and Delivery.  Submission of this  instrument  for  examination or
signature by Tenant does not  constitute a reservation of space or an option for
lease, and it is not effective until execution and delivery by both Landlord and
Tenant.  Execution  and  delivery  of this  Lease by  Tenant to  Landlord  shall
constitute an irrevocable offer by Tenant to lease the Premises on the terms and
conditions  set forth  herein,  which offer may not be revoked for fifteen  days
after such delivery.

E.  Severability.  The invalidity or  unenforceability  of any provision of this
Lease shall not affect or impair any other provisions.

F.  Governing  Law.  This Lease shall be governed by and construed in accordance
with the laws of the State of Nebraska.

G.  Delay in  Possession.  In no event  shall  Landlord  be  liable to Tenant if
Landlord  is unable  to  deliver  possession  of the  Premises  to Tenant on the
Commencement Date for causes outside Landlord's  reasonable control. If Landlord
is unable to deliver  possession  of the Premises to Tenant by the  Commencement
Date,  the  Commencement  Date shall be  deferred  until  Landlord  can  deliver
possession  to Tenant,  and the  Expiration  Date shall be deferred for an equal
number of days.

H. Joint and Several  Liability.  If Tenant is comprised of more than one party,
each such party shall be jointly and severally  liable for Tenant's  obligations
under this Lease.

I. Force Majeure.  Landlord  shall not be in default  hereunder and Tenant shall
not be excused from performing any of its  obligations  hereunder if Landlord is
prevented from performing any of its obligations  hereunder due to any accident,
breakage,  strike,  shortage of  materials,  acts of God or other causes  beyond
Landlord's reasonable control.

J.  Demolition or  Renovation.  Landlord  shall have the right to terminate this
Lease  without  compensation  to Tenant upon one hundred and eighty  (180) days'
prior  notice to Tenant if Landlord  is  required  to  renovate or demolish  the
Building  or  a  substantial  part  thereof.  However,  if  such  renovation  or
demolition is  discretionary  on behalf of the  Landlord,  Landlord will pay the
Tenant the fair  market  value of  Tenant's  remaining  leasehold  interest  and
reasonable physical moving costs, based on the actual costs incurred.

K. Captions.  The headings and titles in this Lease are for convenience only and
shall have no effect upon the construction or interpretation of this Lease.

                                       50
<PAGE>
L. No Waiver.  No receipt of money by Landlord from Tenant after  termination of
this Lease or after the  service of any  notice or after the  commencing  of any
suit or after  final  judgment  for  possession  of the  Premises  shall  renew,
reinstate,  continue  or extend the Term or affect any such  notice or suit.  No
waiver of any default of Tenant  shall be implied  from any omission by Landlord
to take any action on account of such  default if such  default  persists  or be
repeated,  and no express waiver shall affect any default other than the default
specified  in the  express  waiver  and then only for the time and to the extent
therein stated.

M. Limitation of Liability.  Any liability of Landlord under this Lease shall be
limited  solely  to its  interest  in the  Building,  and in no event  shall any
personal  liability be asserted  against  Landlord in connection with this Lease
nor shall any recourse be had to any other property or assets of Landlord.

N.  Hazardous  Materials.  In the  event  any  Hazardous  Material  (hereinafter
defined)  is brought  into or onto the  Premises  by Tenant,  its  employees  or
agents,  Tenant shall handle any such material in compliance with all applicable
federal,  state  and/or  local  regulations.   For  purposes  of  this  Section,
"Hazardous  Materials"  means and  includes  any  hazardous,  toxic or dangerous
waste,  substance  or  material  defined  as such in (or  for  purposes  of) the
Comprehensive  Environmental  Response,  Compensation  and  Liability  Act,  any
so-called  "Superfund"  or  "Superlien"  law,  or any  federal,  state  or local
statute,  law, ordinance,  code, rule,  regulation,  order or decree regulating,
relating  to, or imposing  liability or  standards  of conduct  concerning,  any
hazardous,  toxic or dangerous  waste,  substance or material,  as now or at any
time  hereafter  in effect.  Tenant  shall submit to Landlord on an annual basis
copies of any approved hazardous  materials  communication plan, OSHA monitoring
plan and permits required by the Resource Recovery and Conversation Act of 1976,
which Tenant is required to prepare,  file or obtain.  Tenant will indemnify and
hold harmless Landlord from any losses, liabilities,  damages, costs or expenses
(including  reasonable  attorneys' fees) which Landlord may suffer or incur as a
result of  Tenant's  introduction  into or unto the  Premises  of any  Hazardous
Material.  This Section shall survive the  expiration or sooner  termination  of
this Lease.

O.  Modification  for  Mortgage.  Should  any  mortgage,  leasehold  or  similar
arrangement  require  a  modification  or  modifications  of this  Lease,  which
modification or modifications will not bring about any increased cost or expense
to Tenant or in any other way substantially change the rights and obligations of
Tenant hereunder,  then and in such event,  Tenant agrees that this Lease may be
so  modified.  Tenant  further  agrees to  execute  and  deliver  any  documents
requested to evidence  such  modification  within ten (10) days  following  such
request.

P. Rider.  A Rider  consisting of one (2) pages,  and  containing  paragraphs 26
through 32 is attached hereto and made a part of this Lease.

IN WITNESS  WHEREOF,  Landlord and Tenant have executed this Lease as of the day
and year first above written.

                                       51
<PAGE>


TENANT:                                    LANDLORD:

Data Transmission Network Corporation,     The Prudential Insurance Company 
a Delaware corporation                     of America, a New Jersey corporation

                                           By:      Pacific Realty Group, Inc.,
By:  /s/  Greg T. Sloma                             its Managing Agent
     ----------------------------
Its:  Executive Vice President
      and Chief Operating Officer
     ----------------------------

                                       52
<PAGE>

EXHIBIT  "D" - to be made a part of a Lease  between  THE  PRUDENTIAL  INSURANCE
COMPANY  OF  AMERICA  (Landlord)  and  DATA  TRANSMISSION   NETWORK  CORPORATION
(Tenant), dated May 2, 1995.


                          LEGAL DESCRIPTION OF BUILDING




That part of the  Southeast  Quarter of the  Southwest  Quarter  of Section  15,
Township  15  North,  Range 12 East of the 6th P.M.,  in the City of  Omaha,  in
Douglas County, Nebraska, more particularly described as follows:

Beginning at a point on the Westerly  right-of-way  line of 90th Street which is
50.00  feet West of the East line and 92.59 feet North of the South line of said
Southeast Quarter of the Southwest Quarter;  thence North  00(degree)00'00" East
(assumed  bearing)  along  said  Westerly  right-of-way  line of 90th  Street  a
distance of 718.41 feet to a point on the Southerly right-of-way line of Embassy
Row; thence North  90(degree)00'00" West along said Southerly  right-of-way line
of  Embassy  Row  a  distance  of  190.00  feet  to a  point  of  curve;  thence
Southwesterly on a curve to the left, along said Southerly  right-of-way line of
Embassy  Row,  said curve having a radius of 595.24 feet, a long chord of 420.72
feet  bearing  South  69(degree)18'22"  West and an arc  length of 430.09  feet;
thence  South  44(degree)41'22"  East a distance of 182.60  feet;  thence  South
00(degree)18'38"  West a  distance  of 460.04  feet to a point on the  Northerly
right-of-way line of West Dodge Road; thence South  89(degree)41'22"  East along
said Northerly  right-of-way  line of West Dodge Road a distance of 173.30 feet;
thence North  00(degree)18'32"  East along said Northerly  right-of-way  line of
West Dodge Road a distance of 11.00 feet;  thence  South  89(degree)41'22"  East
along said Northerly  right-of-way line of West Dodge Road, a distance of 270.00
feet; thence North  51(degree)10'21" East along said Northerly right-of-way line
of West Dodge Road a distance of 18.36 feet to the Point of  Beginning.

                                       53
<PAGE>
EXHIBIT"E" to be made a part of a Lease between THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA (Landlord), and DATA TRANSMISSION NETWORK CORPORATION (Tenant), dated
May 2, 1995. (Page 1 of 2)


                        TENANT IMPROVEMENTS WORK SCHEDULE



                                    ARTICLE I
                       Landlord's Construction Obligations

     Landlord  shall have no  construction  obligations  under  this  Amendment.
Tenant accepts the Additional Premises in an "as is" condition,  with all faults
and  with  the  understanding  that  it  shall  be  responsible  for any and all
improvements required for its occupancy and use in accordance with Article II of
this Exhibit "B".

                                   ARTICLE II
                       Construction of Tenant Improvements

     Tenant  shall  have the right to place  partitions  and  fixtures  and make
improvements or other alterations in the Additional  Premises in accordance with
the  provisions of Paragraph 9 of the Lease.  Landlord  shall  provide  Tenant a
tenant finish allowance of up to One Hundred Eighty-Six Thousand,  Eight Hundred
Forty Dollars and No Cents  ($186,840.00)  to be applied  toward the cost of any
such tenant-provided improvements as follows:

     1. The tenant finish allowance shall be paid in periodic installments,  not
more frequently than once per month,  equal to the total of the  contractor's or
consultant's  invoice amounts for improvements made to the Additional  Premises,
excluding   any   furnishings   or  business   equipment   (such  as  computers,
satellite/microwave  dish, office  equipment,  etc.), as submitted by Tenant and
verified to Landlord's  reasonable  satisfaction;  provided,  however, that such
payments  will be made only if Tenant is not then in Default  under the terms of
this Lease and invoices are  accompanied  by lien waivers in the amount equal to
that of the  invoices.  The  tenant  finish  allowance  shall be  allocated  and
distributed subject to the provisions of this Exhibit "B" as follows:

              June 1, 1995 - February 29, 1996 Up To $65,112.00
              January 1, 1998 - September 30, 1998 Up To $121,728.00

     2. Upon the earlier of the end dates identified in the allocation  schedule
specified  in  Paragraph  1  above,  or  the  satisfaction  of  all  obligations
associated  with the  tenant  improvements  covered  under  this  Article II and
receipt of the  associated  lien waivers for the work,  the Tenant shall forfeit
any unused  portion of the allowance.  Any requests for payment  received by the
Landlord after the above specified end dates, will be returned to the Tenant and
will be the obligation and sole responsibility of the Tenant.

     3. In addition  to the  provisions  set forth in  Paragraph 9 of the Lease,
Tenant's contractor shall (and its contract shall so provide):

         (a)  conduct  its  work  in  such a  manner  so as not to  unreasonably
              interfere with other tenants in the Building, Building operations,
              or any other  construction  occurring on or in the Building or the
              Premises;
                                       54
<PAGE>
         (b)  execute  a set  of and  comply  with  all  rules  and  regulations
              relating to the  construction  activities in or on the Building as
              may be reasonably promulgated from time to time by Landlord or its
              agents;

         (c)  maintain such insurance  (such as general  liability and workman's
              compensation)  and bonds (such as performance  and  completion) in
              force and effect as may be reasonably  requested by Landlord or as
              required by  applicable  law (but in any event said bonds shall be
              in amounts  equal to the full value or cost of the work being done
              by the Tenant contractor);

         (d)  be  responsible  for reaching an agreement  with  Landlord and its
              agents as to the terms and  conditions  for all  contractor  items
              relating to the conducting of its work,  including but not limited
              to, those matters relating to hoisting,  systems interfacing,  use
              of  temporary  utilities,  storage  of  materials,   placement  of
              dumpsters,  access  to the  Premises  and  the  Building,  and the
              purchase and return of Building standard materials.

         (e)  Upon completion of any tenant improvements,  Tenant shall promptly
              furnish  Landlord with sworn owner's and  contractors'  statements
              and  full  and  final  waivers  of lien  covering  all  labor  and
              materials included in such  improvements.  Tenant shall not permit
              any mechanic's lien to be filed against the Building,  or any part
              thereof,  arising out of any improvement performed,  or alleged to
              have been performed,  by or on behalf of Tenant.  If any such lien
              is filed,  Tenant shall within ten (10) days  thereafter have such
              lien  released  of record or deliver  to  Landlord a bond in form,
              amount,   and  issued  by  a  surety   satisfactory  to  Landlord,
              indemnifying  Landlord against all costs and liabilities resulting
              from  such  lien  and the  foreclosure  or  attempted  foreclosure
              thereof.  If  Tenant  fails to have such  lien so  released  or to
              deliver such bond to Landlord, Landlord, without investigating the
              validity of such lien,  may pay or discharge the same;  and Tenant
              shall  reimburse  Landlord  upon  demand for the amount so paid by
              Landlord, including Landlord's expenses and attorney's fees.

     4. Landlord shall have the right to approve all  subcontractors  to be used
by the Tenant's contractor, which approval shall not be unreasonably withheld as
long as such subcontractors satisfy the requirements of this Article II.

     5.  Tenant  shall  indemnify  and  hold  harmless  Landlord,   its  agents,
contractors (including Building Contractor), and any mortgagee of Landlord, from
and against  any and all losses,  damages,  costs  (including  costs of suit and
attorneys' fees), liabilities, or causes of action for injury to or death of any
person,  for damage to any property,  and for mechanic's  materialmen's or other
liens or  claims  arising  out of or in  connection  with  the work  done by the
Tenant's    contractor   (and   Tenant's    contractor's    subcontractors   and
sub-subcontractors) under its contract with Tenant.

                                       55
<PAGE>
     6. The failure by Tenant,  after receiving  written  notice,  to materially
comply with any of the provisions of Article II of this Exhibit shall constitute
a Default  by Tenant  under the terms of the Lease and  Landlord  shall have the
benefit of all remedies  provided for in the Lease,  except  Tenant shall have a
thirty (30) day right to cure Default upon receipt of written notice .

     7. Upon  completion  of the Tenant  Improvements,  Tenant shall  deliver to
Landlord  two (2)  copies of the "as  built"  plans and  specifications  for the
Tenant  Improvements  completed  under Article II of this Exhibit  within thirty
(30) days of completing the same.



                                       56
<PAGE>
EXHIBIT  "F" to be made a part  of a  Lease  between  THE  PRUDENTIAL  INSURANCE
COMPANY  OF  AMERICA  (Landlord),  and  DATA  TRANSMISSION  NETWORK  CORPORATION
(Tenant), dated May 2, 1995. (Page 1 of 2)

                               RULES & REGULATIONS

     1. Sidewalks,  doorways, vestibules, halls, stairways, elevator lobbies and
other  similar  areas in the common areas of the Building  shall not be used for
the  storage of  materials  or disposal of trash,  be  obstructed  by tenants or
Landlord,  or be used by tenants or Landlord for any purpose other than entrance
to and from the  tenant's  leased  areas and the Building and for going from one
part of the Building to another part of the Building.

     2. Plumbing fixtures shall be used only for the purposes for which they are
designed, and no sweepings, rubbish, rags or other unsuitable materials shall be
disposed into them.  Damage resulting to any such fixtures proven to result from
misuse by a tenant, and not by Landlord's cleaning  contractors  responsible for
cleaning the tenant's  leased area and the  Building,  shall be the liability of
said tenant.

     3. Signs,  advertisements,  graphics  or notices  visible in or from public
corridors,  any common area or public  areas of the Building or from outside the
Building shall be subject to Landlord's (or Landlord's property manager's) prior
written approval,  which approval shall not be unreasonably withheld. No part of
the Complex may be defaced by Tenants .

     4.  Significant  movement in or out of the  Building of  furniture,  office
equipment,  or any other bulky or heavy  materials  shall be  restricted to such
hours as Landlord (or Landlord's  property manager) shall reasonably  designate.
Landlord (or Landlord's  property manager) will determine the method and routing
of the  movement  of said items so as to ensure the  safety of all  persons  and
property  concerned and Tenant shall be  responsible  for all costs and expenses
associated  therewith.  Advance written notice of intent to move such items must
be made to the Landlord (or Landlord's  property  manager) at least  twenty-four
(24) hours before the time of such move. For non significant  movement in or out
of the  Building of portable  items which do not require use of dollies or other
moving equipment,  notice to Landlord (or Landlord's property manager) shall not
be required.

     5. All  deliveries  to a  tenant's  leased  premises,  requiring  dedicated
elevator  service for multiple trips that  potentially  will disrupt service for
visitors and other tenants of the Building during normal business  operations as
defined in paragraph 5.A., shall be made through special  arrangements  with the
Landlord.  In general,  passenger elevators are to be used only for the movement
of persons and small deliveries during these normal business hours.  Tenants may
obtain the prior written  consent of Landlord (or Landlord's  property  manager)
for any exception to the provisions of this Paragraph 5.

     6. Landlord (or  Landlord's  property  manager) shall have the authority to
approve the proposed  weight and location of any safes and heavy  furniture  and
equipment,  which shall in all cases  stand on  supporting  devices  approved by
Landlord in order to distribute the weight.

     7.  Corridor  doors which lead to common areas of the Building  (other than
doors  opening into the elevator  lobby on floors  leased  entirely to a tenant)
shall be kept closed at all times.
                                       57
<PAGE>
     8. Each tenant shall  cooperate  with  Landlord  (and  Landlord's  property
manager) in keeping its leased area neat and clean.  No tenant  shall employ any
person for the purpose of such cleaning other than the  Building's  cleaning and
maintenance personnel without prior approval of Landlord (or Landlord's property
manager).

     9. All  elevator  lobbies  are to be kept neat and clean.  The  disposal of
trash or storage of materials in these areas is prohibited.

     10. No birds, fish or other animals shall be brought into or kept in, on or
about the Building (except for Seeing Eye dogs).

     11. Tenants shall not tamper with or attempt to adjust temperature  control
thermostats in their leased  premises.  Landlord shall promptly  respond to each
tenant's  notices as to, and Landlord (or  Landlord's  property  manager)  shall
adjust thermostats as required to maintain,  the Building standard  temperature.
Each  tenant  shall use  reasonable  efforts to keep all window  blinds down and
tilted at a 45 degree angle toward the street to help maintain  comfortable room
temperatures and conserve energy.

     12. Each tenant will comply with all  security  procedures  necessary  both
during  business  hours and after hours and on weekends.  Landlord  will provide
each  tenant  with prior  notice of such  security  procedures  and any  changes
thereto promptly.

     13. Tenants are requested to lock all office doors leading to corridors and
to turn out all lights at the close of their  working  day;  provided,  however,
that  no  tenant  shall  be  responsible  to  ensure  that  Landlord's  cleaning
contractor  locks doors and turns out lights after cleaning the tenant's  leased
premises.

     14. All requests for overtime air conditioning or heating must be submitted
in writing  to  Landlord  (or  Landlord's  property  manager)  by an  authorized
representative  of the  tenant.  A list of persons  authorized  to request  such
overtime  services (and any amendments  thereto) will be furnished by the tenant
to Landlord and  Landlord  shall be entitled to rely  thereon.  Any such request
must be made by 2:00 p.m. on the day desired for weekday requests,  by 2:00 p.m.
Friday for weekend  requests and by 2:00 p.m. on the preceding  business day for
holiday  requests.  Requests  made after  that time may result in an  additional
charge  (not to  exceed  Landlord's  cost)  to such  Tenant,  if  acted  upon by
Landlord. Landlord will make reasonable efforts to accommodate untimely requests
by Tenant for  overtime  air  conditioning  or  heating.  Charges  for  overtime
operation of air  conditioning  or heating  shall be at the then current cost of
operating  the required  system  components.  Charges will be billed on Tenant's
monthly statement and are due within thirty (30) days of receipt of by Tenant of
the statement.

     15. No  flammable or  explosive  fluids or materials  shall be kept or used
within the Building except in areas approved by Landlord,  and each tenant shall
comply with all applicable building and fire codes relating thereto.

     16.  Tenants  may not make any  modifications,  alterations,  additions  or
repairs to their leased  premises and may not install any furniture,  fixture or
equipment in their  leased  premises  which is in  violation  of any  applicable
building  and/or fire code governing  their lease  premises or the Project.  The
tenant must  obtain  prior  approval  from  Landlord  (or)  Landlord's  property
manager) of any such alterations,  modifications and additions and shall deliver

                                       58
<PAGE>
"as built" plans therefor to Landlord (or  Landlord's  property  manager),  upon
completion,   except  as  otherwise   permitted  in  the  tenant's  lease.  Such
alterations  include,  but are not limited to, any  communication  equipment and
associated  wiring  which must meet fire code.  The  contractor  conducting  the
modifications  and additions  must be a licensed  contractor,  is subject to all
rules and  regulations  of Landlord  (and  Landlord's  property  manager)  while
performing  work in the  Building  and must  obtain all  necessary  permits  and
approvals prior to commencing the modifications and additions.

     17. No  vending  machines  of any type  shall be  allowed  in tenant  space
without the prior written consent of Landlord (or Landlord's  property manager),
which will not be unreasonably  withheld.  Landlord acknowledges that Tenant has
advised that it will have vending machines in their Premises.

     18. All locks for doors in each  tenant's  leased  areas  shall be Building
Standard except as otherwise permitted by Landlord and no tenant shall place any
additional  lock or locks on any door in its leased area without  Landlord's (or
Landlord's  property manager's) written consent except as otherwise permitted in
such tenant's  lease.  All requests for duplicate keys shall be made to Landlord
(or Landlord's property manager).

     19. No tenant (or their  visitors)  shall  interfere  in any way with other
tenants' (or their visitors') quiet enjoyment of their leased premises.

     20. Except in cases of gross negligence on behalf of the Landlord, Landlord
will not be liable or  responsible  for lost or stolen  money,  jewelry or other
personal  property from any tenant's leased area or public areas of the Building
or Project.

     21. No machinery of any kind other than normal  office  equipment  shall be
operated by any tenant in its leased area without the prior  written  consent of
Landlord (or Landlord's property manager).

     22. Canvassing,  peddling, soliciting and distribution of hand bills in the
Building (except for activities  within a tenant's leased premises which involve
only such tenant's employees) is prohibited.  Each tenant is requested to notify
Landlord (or Landlord's property manager) if such activities occur.

     23. All tenants will refer all  contractors,  contractors'  representatives
and  installation  technicians  tendering  any service to them to  Landlord  for
Landlord's  supervision,  approval  and control  before the  performance  of any
contractual  services.  This provision  shall apply to all work performed in the
Building  (other than work under  contract for  installation  or  maintenance of
security  equipment  or  banking  equipment),  including,  but not  limited  to,
installations  of  telephones,   telegraph  equipment,  electrical  devices  and
attachments,  and any and all  installations of every nature  affecting  floors,
walls,  woodwork,  trim,  windows,  ceilings,  equipment and any other  physical
portion of the Building.

     24.  Smoking is not  permitted  in the  restrooms,  stairwells,  elevators,
public lobbies or public corridors.

                                       59
<PAGE>
     25. Each tenant and their  contractors are responsible for removal of trash
resulting from large deliveries or move-ins. Such trash must be removed from the
Building and Building  facilities may not be used for dumping.  If such trash is
not promptly removed,  Landlord (or Landlord's  property manager) may cause such
trash to be removed at the  tenant's  sole cost and  expense  plus a  reasonable
additional   charge  to  be   determined   by  Landlord   to  cover   Landlord's
administrative costs in connection with such removal.

     26. Tenants may not install, leave or store equipment,  supplies, furniture
or trash in the  common  areas  of the  Building  (i.e.,  outside  their  leased
premises).

     27. Each tenant shall provide  Landlord's  property  manager with names and
telephone numbers of individuals who should be contacted in an emergency.

     28. Tenants shall comply with the Building life safety program  established
by Landlord (or by Landlord's  property  manager),  including without limitation
fire drills,  training programs and fire warden staffing  procedures,  and shall
exercise  all  reasonable  efforts to cause all tenant  employees,  invitees and
guests to comply with such program.

     29. To insure orderly  operation of the Building,  no ice, mineral or other
water, towels, newspapers, etc., shall be delivered to any leased area except by
persons appointed or approved by Landlord in writing.

     30. Should a tenant require telegraphic,  telephonic,  annunciator or other
communication service, Landlord will direct the electricians where and how wires
are to be introduced and placed and none shall be introduced or placed except as
Landlord  shall approve.  Electric  current shall not be used for space heaters,
cooking  or  heating  devices or similar  appliances  without  Landlord's  prior
written permission.

     31.  Nothing shall be swept or thrown into the corridors,  halls,  elevator
shafts or stairways.

     32. No portion  of any  tenant's  leased  area shall at any time be used or
occupied as sleeping or lodging  quarters,  nor shall personnel  occupancy loads
exceed limits reasonably established by Landlord for the Building.




                                       60
<PAGE>
EXHIBIT  "G" - to be made a part of a Lease  between  THE  PRUDENTIAL  INSURANCE
COMPANY OF AMERICA (Landlord) and DATA TRANSMISSION NETWORK CORPORATION (Tenant)
dated May 2, 1995. (Page 1 of 2)

Property #:  21139
                            ANTENNA LICENSE AGREEMENT

                                     BETWEEN

                   THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
                                       AND
                      DATA TRANSMISSION NETWORK CORPORATION


This  Agreement  made as of the day of , 1995,  by and  between  The  Prudential
Insurance  Company Of America,  a New Jersey  corporation,  (hereinafter  called
"Licenser") and Data Transmission Network Corporation,  a Delaware  corporation,
(hereinafter called "Licensee").

                                   WITNESSETH:

I. Licenser,  for and in consideration of the payments hereinafter set forth and
of the covenants and agreements made by Licensee herein  contained,  does hereby
grant unto the Licensee a non-exclusive license to utilize space in the building
located  at 9110 West  Dodge  Road,  Omaha,  Nebraska,  (hereinafter  called the
"Building")  for the purpose of installing  and using various  satellite  dishes
(herein  referred to as  "Antenna")  to be attached to the roof of the  Building
during the Term of the Lease unless  extended or sooner  terminated  as provided
herein.

II. Licensee shall make payments to Licenser,  at the office of the Building, or
elsewhere as designated  from time to time by notice in writing to Licensee,  in
monthly installments as follows:

         "Except for the Rent required under the Lease and as otherwise provided
         herein,  Licensee  shall not be required to pay any monthly  rental for
         this Antenna License Agreement."

III.  The size,  location  and  placement  as well as the  manner  and method of
installation  and removal of the Antenna and related  equipment shall be subject
to  the  prior  written  approval  of  Licenser.  If  Licenser  elects  to  hire
structural,  mechanical, roofing and/or other engineers or consultants to review
such  plans  and  specifications,  Licensee  shall  reimburse  Licenser  for the
reasonable  costs  thereof,  whether  or  not  Licenser  grants  such  approval.
Notwithstanding  the  above,  all  Antenna  installed  as of the  date  of  this
agreement do not need written approval.

IV. In addition  to the monthly  rental,  Licensee  shall pay for all  utilities
consumed to install,  maintain, operate and remove its Antenna and equipment, as
well as the  reasonable  costs  of any  engineers  or  consultants  employed  by
Licenser to review or monitor same.
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V. Prior to the  installation  of said  Antenna and  equipment,  Licensee  shall
secure and shall at all time  thereafter  maintain  all required  approvals  and
permits of the  Federal  Communications  Commission  and all other  governmental
bodies  having  jurisdiction  over its business,  including its  communications,
operations and facilities.  Licensee shall at all times comply with all laws and
ordinances  and all rules  and  regulations  of  municipal,  state  and  federal
governmental  authorities  relating to the  installation,  maintenance,  height,
location,  use,  operation,  and removal of said Antenna and equipment and shall
fully  indemnify  Licenser  against  any loss,  cost,  or  expense  which may be
sustained  or  incurred  by it as a  result  of the  installation,  maintenance,
operation,  or  removal  of  said  Antenna  and  equipment.  Licenser  makes  no
representation  that  applicable  laws,  ordinances  or  regulations  permit the
installation or operation of antennas on the subject real estate.

VI.  Licenser  hereby grants unto Licensee the right,  to be exercised as herein
set  forth,  to enter  upon the roof of the  Building  for the sole  purpose  of
gaining access to the Licensee's  installation.  In addition  thereto,  Licenser
grants unto Licensee the right,  to be exercised as herein set forth, to install
such  equipment,   conduits,  cables  and  materials  (hereinafter  called  "the
connecting equipment") in shafts, ducts,  conduits,  chases, utility closets and
other  facilities  of the Building as  designated  by Licenser as is  reasonably
necessary  to connect  Licensee's  Antenna to  Licensee's  other  machinery  and
equipment in other parts of the  Building,  subject to the  requirements  of any
permits and the codes, regulations and rules of any governmental body, agency or
authority.  Licenser further grants to Licensee the right of access to the areas
where such  connecting  equipment  is located for the  purposes of  maintaining,
repairing,  testing and replacing the connecting equipment;  provided, that such
access and  installations do not cause damage to or interfere with the operation
or maintenance of any part of the Building or with any other tenant's operation.

VII. Licensee shall promptly  reimburse Licenser for the costs of repairs of any
damage to the Building directly or indirectly caused by Licensee's installations
or the operation, maintenance or removal thereof.

VIII.  Licensee,  at its  expense,  shall be  solely  responsible  for and shall
maintain its Antenna and related equipment in a safe,  structural,  sound, clean
and sightly condition and shall indemnify and save harmless Licenser against all
liens and claims of mechanics and material men furnishing labor and materials in
the construction and maintenance of same.

IX.  Licensee  agrees to defend,  indemnify  and save  harmless  Licenser and to
assume all  liability  for death or injury to any persons and all  liability for
loss, damage or injury to any property incurred or sustained by Licensee arising
from, growing out of or resulting from Licensee's installation or its use of the
roof of the Building or any other areas in the Building where Licensee's related
equipment  is  located,  including  costs,  attorney's  fees and other  expenses
incurred by Licenser in  defending  any such claim  unless such loss,  damage or
injury is due to the negligence of Licenser, its employees, agents, or invitees.

X. The  license  hereby  granted  to  Licensee  shall  not be  deemed to give to
Licensee the exclusive  right to use the roof or tower of the Building and shall
not preclude Licenser from granting a license or licenses to others.  The rights
of other licensees shall be exercised without causing unreasonable  interference
with the  activities  being  carried  on by  Licensee  in  accordance  with this

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license.  Similarly, the rights of Licensee hereunder shall be exercised without
causing  interference with the activities being carried on by other licensees in
accordance  with  their  respective  licenses.  Licensee  shall  not  change  or
materially  alter the Antenna or related  equipment agreed to herein without the
prior written consent of Licenser.

XI.  Licensee  hereby  waives  and  releases  all  claims  arising  out of  this
agreement,  or in any way  whatsoever  connected with the subject matter of this
agreement,  against  licenser its  officers,  directors,  agents,  employees and
servants,  and  agrees  that they  shall not be liable  for  injury to person or
damage to property  sustained by Licensee or by any occupancy of the Building or
any other  person  occurring  in or about the  Building  resulting  directly  or
indirectly from any existing or future condition, defect, matter of thing in the
Building or any part of it or from  equipment  or  appurtenance  becoming out of
repair,  or from any occurrence,  act, or from the negligence or omission of any
tenant or  occupant  of the  Building  or of any other  person;  except  for the
negligence or omission by Licenser, its officers,  directors,  agents, employees
and servants.

XII.  No notice or demand  related to or  required  by this  Agreement  shall be
effective unless same is in writing and is delivered as provided in paragraph 24
of the Lease.

XIII.  Licenser  shall have the right to  terminate  this  License  upon written
notice to  Licensee,  in the event  that:  (a)  Licensee  shall  default  in the
performance of any of the  obligations  imposed upon it hereunder and shall not,
after being  notified by Licenser of the existence of such default,  immediately
take all reasonable  steps to cure the same; or (b) it shall be determined  that
such  installation or use materially  interferes with the operation of machinery
and  apparatus of the  Building,  such as the  elevators;  or (c) it is found by
public authority having  jurisdiction  over the Building that such  installation
and use constitute a nuisance or hazard to the public or to the occupants of the
Building; or (d) the use of such antenna interferes with the use of any tenant's
equipment or data processing  machines in the Building;  or (e) Licensee's lease
or right to possession of space in the Building shall expire or be terminated.

XIV.  At the  termination  of this  license by lapse of time or  otherwise,  the
Antenna  and the related  equipment  installed  under the terms of this  license
shall be  removed  by  Licensee  and the area of the  Building  where  they were
installed  shall  be  restored  by  Licensee  to as good  condition  as  existed
immediately prior to installation of such Antenna and related equipment.

XV.  This  Agreement  shall be binding  upon the  successors  and assigns of the
parties hereto, provided that Licensee shall not assign or transfer this License
to anyone else without Licenser's prior written consent which may be withheld at
its sole discretion.



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LICENSEE:                                   LICENSER:

Data Transmission Network Corporation,      The Prudential Insurance Company Of
Delaware corporation                         America,  New Jersey corporation

                                             By:      Pacific Realty Group, Inc.
                                                       its Managing Agent


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                                      RIDER

This Rider forms a part of that certain Standard Office Lease dated May 2, 1995,
between The  Prudential  Insurance  Company of America,  as  Landlord,  and Data
Transmission Network Corporation, as Tenant.
OTHER PROVISIONS:

26. TENANT'S USE OF THE PREMISES.  It is understood  that the Tenant's  intended
use of the Premises will be for general administration and office space, as well
as, for the installation and operation of the various  technical  equipment used
in Tenant's primary business, such as but not limited to, transmission and other
network equipment. In the event that the Tenant's use of the space or population
of either  people or  equipment  within the Premises  results in above  standard
requirements  of the  base  building's  structural,  mechanical  and  electrical
systems, it will be the obligation and sole responsibility of the Tenant to make
any modifications to or supplement the base building structural,  mechanical and
electrical  systems  that may be required in the  reasonable  discretion  of the
Landlord.

27. ELECTRICITY  METERS.  Notwithstanding  the provisions of paragraph 5B of the
Lease,  Tenant will be responsible for the cost of any above standard electrical
requirements as a result of its use and occupancy, including but not limited to,
the cost of providing the separate metering,  additional service facilities, and
the on-going  associated  utility costs.  Landlord will periodically  undertake,
through a certified  engineering  consultant,  a study of the estimated  utility
usage and associated  systems  impact of all tenants of the Building.  The study
will be used to establish the average usage per rentable  square foot of tenants
with "like type office uses" in the building.  This average will then be used as
a standard for the calculation of any above standard usage and any corresponding
utility  charges to be paid by Tenant in accordance  with the provisions of this
paragraph and paragraph 5B.

28. MONUMENT SIGNAGE.  The Tenant will be allowed, at its sole cost and expense,
subject to the  provisions of Exhibit "D" of the Lease,  to cause to be designed
and installed a monument sign  identifying its occupancy in the building,  It is
anticipated  that this monument sign will be low-profile and located on the West
Dodge  Road side of the  property.  It is  understood  that the  Tenant  will be
limited to Tenant's  Proportionate  Share of the total  signage  allowed for the
project,  based upon all current codes and  ordinances  that  regulate  monument
signage in Omaha,  Nebraska.  The Landlord reserves the right, in its reasonable
discretion,  to approve  the  design  and  materials  of the  Tenant's  proposed
monument sign. The final location of the proposed monument sign will be mutually
agreed upon between the Tenant and the Landlord.

29. FUTURE EXPANSION. Provided Tenant is not then in Default, and subject to the
further provisions of this Paragraph 27, Landlord grants to Tenant the following
opportunities to expand the Premises:

A. Option Space. Provided Tenant is not then in Default, Tenant shall have a one
time option add to the  Premises,  as a part of this Lease,  Suite 175B  (10,144
R.S.F.) (the "Option Space") on the first floor of the Building as further shown
on Exhibit "A", subject to the further provisions herein.

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(i)  Requirements.  In order to  exercise  this  option,  Tenant must notify the
Landlord of its intent to exercise  this option prior to June 1, 1997. If Tenant
exercises  this option,  then such Option Space will become part of the Premises
leased to  Tenant,  subject  to all of the terms and  conditions  of the  Lease.
Tenant agrees to enter into an amendment to the Lease setting forth the terms on
which the Option Space is to be added to the Premises  within  fifteen (15) days
after  receipt  of such  amendment  from  Landlord.  If Tenant  does not  timely
exercise  its  option,  or if Tenant  fails to execute  and  deliver  such lease
amendment  with  respect  thereto  within such  fifteen  (15) day  period,  then
Landlord  will have the right to lease such  Option  Space to a third  party and
Tenant's  option as to such  space  hereunder  will  lapse and be of no  further
effect.

(ii) Terms and  Conditions.  Should  Tenant  exercise  this  option as  provided
herein,  the  Commencement  Date for said Option Space shall be January 1, 1998,
and end coterminous  with this Lease. The annual Base Rental rate for the Option
Space will be $14.75 per R.S.F., plus the then current Adjustment Rent, based on
increases in Expenses  over the Base  Expenses  and  increases in Taxes over the
Base Taxes above the Base Expense  Year and Base Tax Year of 1994.  As a part of
this option, and subject to the provisions of Exhibit "E" to the Lease, Landlord
shall  provide  Tenant a tenant  finish  allowance  of up to  $121,728.00  to be
applied toward the cost of any tenant-provided improvements to the Option Space.

B. Right Of First  Refusal.  Provided  Tenant is not then in  Default,  Landlord
grants to Tenant a right of first  refusal  on all or any space in the  Building
that becomes "available" for lease during the term of the Lease. For the purpose
of this lease  provision,  "available"  shall mean the rights  contained  in the
lease of an existing  tenant have  expired and the tenant has no other rights to
occupy the space. In addition,  such right shall be subject to the rights of the
other current tenants of the Building.

(i)  Requirements.  If any space in the  Building  becomes  available,  prior to
leasing the  available  space to a third party,  Landlord  will notify Tenant of
Landlord's  intent to lease such space and the date such space will be available
for  occupancy  ("Landlord's  Notice").  Tenant will have five (5) business days
after receipt of Landlord's Notice,  time being of the essence,  within which to
exercise Tenant's right of first refusal by giving notice thereof to Landlord in
the manner  specified in the Lease for giving notices.  If Tenant exercises such
right of first  refusal,  then such  additional  space will  become  part of the
Premises leased to Tenant pursuant to the Lease, as amended, on the commencement
date specified in Landlord's  Notice to Tenant,  subject to all of the terms and
conditions of the Lease, as amended. Tenant agrees to enter into an amendment to
the Lease setting forth the terms on which the  additional  space is to be added
to the Premises  within  fifteen (15) days after receipt of such  amendment from
Landlord.  If Tenant does not timely exercise its right of first refusal,  or if
Tenant fails to execute and deliver such lease  amendment  with respect  thereto
within  such  15-day  period,  then  Landlord  will have the right to lease such
additional space to a third party and Tenant's right of first refusal as to such
space  hereunder  will  lapse and be of no further  effect.  This right of first
refusal is personal to Data Transmission  Network  Corporation,  and in no event
will any assignee of the Lease or  sublessee  of the Premises  have the right of
first refusal set forth in this Paragraph.

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(ii) Terms and Conditions.  During the period from June 1, 1995, through January
1, 1998,  the annual  Base  Rental rate for the space will be $14.75 per R.S.F.,
plus the then current  Adjustment  Rent, based on increases in Expenses over the
Base  Expenses and increases in Taxes over the Base Taxes above the Base Expense
Year and Base Tax Year of 1994. Associated with this Base Rental rate, will be a
Tenant Improvement Allowance of up to $12.00 per R.S.F.,  pro-rated based on the
remaining  lease term at the time the space  becomes a part of the master lease.
Space that  becomes  available  after  January 1, 1998,  shall be offered to the
Tenant at the then  current  market  rate for  similar  space in the West  Omaha
Suburban market.

30. SATELLITE  SCREEN. At any time during the Term of this Lease,  Landlord,  at
its sole  discretion,  may require Tenant to spend up to $10,000.00  towards the
design and construction of architectural screening to be located around Tenant's
antennas  and/or  satellites  located  on the  roof  of the  building.  Landlord
reserves the right, in its sole discretion,  to approve the design and materials
of any proposed  screening.  Provided however,  in no event shall such screening
render the antennas and/or satellites inoperable.

31.  TERMINATION  OF PREVIOUS  LEASES.  Upon  commencement  of this  Lease,  the
previous  lease between Data  Transmission  Network  (Lessee) and The Prudential
Insurance Company Of America  (Lessor),  successor in interest to Pacific Realty
Group, Inc. and Embassy Plaza Limited Partnership,  commencing June 1, 1990, and
as further  amended by the parties in Addendum  No. 1, dated  October 12,  1990,
Lease Addendum No. 2, dated  February 18, 1992,  Lease Addendum No. 3, dated May
13, 1992,  Lease Addendum No. 4, dated  November 5, 1992,  Lease Addendum No. 5,
dated  February  23,  1993,  Lease  Addendum  No. 6, dated  June 8, 1993,  and a
Modification  of Lease  Addendum,  dated January 31, 1994,  shall be terminated.
This  termination  shall not in any way relieve Tenant of any  obligations  owed
under such previous lease prior to its termination.

In addition,  upon  commencement of this Lease,  the previous lease between Data
Transmission  Network (Tenant) and The Prudential  Insurance  Company Of America
(Landlord),  dated August 31, 1994, and as further  amended by a First Amendment
to Lease,  dated October 11, 1994, shall be terminated.  This termination  shall
not in any way relieve  Tenant or Landlord  of any  obligations  owed under such
previous lease prior to its termination.

32. SATTELLITE/ANTENNA AGREEMENTS. The satellite/antenna agreements contained in
this  Lease and  Exhibit G of this  Lease  shall  supersede  and  replace in its
entirety any prior agreements  related to satellites and/or antennas between the
parties,  including agreements contained in that certain lease,  commencing June
1,  1990,   between  Embassy  Plaza  Limited   Partnership   (Lessor)  and  Data
Transmission  Network,  a Delaware  corporation,  and as further  amended by the
parties in Addendum No. 1, dated October 12, 1990,  Lease  Addendum No. 2, dated
February 18, 1992,  Lease Addendum No. 3, dated May 13, 1992, Lease Addendum No.
4, dated November 5, 1992,  Lease Addendum No. 5, dated February 23, 1993, Lease
Addendum No. 6, dated June 8, 1993, and a Modification of Lease Addendum,  dated
January 31, 1994, and any other agreements either written or verbal.

TENANT:                                    LANDLORD:

Data Transmission Network Corporation,     The Prudential Insurance Company 
a Delaware corporation                     of America, a New Jersey Corporation

                                           By:      Pacific Realty Group, Inc.,
                                                    its Managing Agent

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