Sample Business Contracts


Master Establishment and Transition Agreement - SAVVIS Communications Corp. and Bridge Information Systems Inc.

Asset Purchase Forms



                  MASTER ESTABLISHMENT AND TRANSITION AGREEMENT

                                     BETWEEN

                        SAVVIS COMMUNICATIONS CORPORATION

                                       AND

                        BRIDGE INFORMATION SYSTEMS, INC.

                                FEBRUARY 9, 2000

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                                TABLE OF CONTENTS





ARTICLE I.....................................................................1
   1.1  "Acquired Network Facilities".........................................2
   1.2  "Adverse Consequences"................................................2
   1.3  "Assumed Liabilities".................................................2
   1.4  "Buyer Subsidiaries"..................................................2
   1.5  "Code"................................................................2
   1.6  "Contracts"...........................................................2
   1.7  "Employee Benefit Plan"...............................................2
   1.8  "ERISA"...............................................................2
   1.9  "Impermissible Security Interest".....................................3
   1.10 "International Network Assets"........................................3
   1.11 "IP Network"..........................................................3
   1.12 "Lien"................................................................3
   1.13 "Local Transfer Agreements"...........................................3
   1.14 "Retained Liabilities"................................................3
   1.15 "Seller Subsidiaries".................................................3
   1.16 "US Network Assets"...................................................4
   1.17 "WARN Act"............................................................4
   1.18 "Terms"...............................................................4
ARTICLE II....................................................................6
   2.1  Purchase and Sale of Purchased Assets; Effective Time.................6
   2.2  Assumption of Liabilities.............................................6
   2.3  Purchase Price........................................................6
   2.4  The Closing...........................................................7
   2.5  Deliveries at the Closing.............................................7
   2.6  Purchase Price Allocation and Adjustment..............................8
ARTICLE III...................................................................8
   3.1  Organization of Seller................................................8
   3.2  Authorization of Transaction..........................................9
   3.3  Noncontravention......................................................9
   3.4  Brokers'Fees..........................................................9
   3.5  Purchased Assets; Assumed Liabilities................................10
   3.6  Contracts............................................................10
   3.7  Employees............................................................10
   3.8  Disclaimer of Other Representations and Warranties...................10
ARTICLE IV...................................................................11
   4.1  Organization of the Buyer............................................11
   4.2  Authorization of Transaction.........................................11
   4.3  Noncontravention.....................................................11
   4.4  Brokers'Fees.........................................................12
ARTICLE V....................................................................12
   5.1  Notices and Consents.................................................12
   5.2  Call Right...........................................................12




                                       i

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   5.3  Exercise of Call Right...............................................13
   5.4  Seller's Obligation with Respect to Call Assets......................13
   5.5  Buyer's Obligations with Respect to Call Assets......................14
   5.6  Termination of Call Right............................................15
   5.7  Employee Services....................................................15
   5.8  Offers of Employment.................................................15
   5.9  Employee Benefits....................................................15
   5.10 Access to Employee Information.......................................16
   5.11 WARN Act Indemnification.............................................16
   5.12 Workers'Compensation Claims..........................................16
   5.13 Employee Benefit Plans...............................................16
   5.14 Further Assurances...................................................17
ARTICLE VI...................................................................17
   6.1  Survival of Representations and Warranties...........................17
   6.2  Indemnification Provisions for Benefit of the Buyer..................17
   6.3  Indemnification Provisions for Benefit of Seller.....................18
   6.4  Matters Involving Third Parties......................................18
   6.5  Call Right Remedies..................................................19
   6.6  Exclusive Remedy.....................................................19
ARTICLE VII..................................................................19
   7.1  No Third-party Beneficiaries.........................................19
   7.2  Entire Agreement.....................................................19
   7.3  Succession and Assignment............................................19
   7.4  Counterparts.........................................................20
   7.5  Headings.............................................................20
   7.6  Notices..............................................................20
   7.6  Governing Law........................................................20
   7.7  Arbitration..........................................................20
   7.8  Amendments and Waivers...............................................22
   7.9  Severability.........................................................22
   7.10 Expenses.............................................................22
   7.11 Construction.........................................................22
   7.12 Incorporation of Exhibits and Schedules..............................22
   7.13 Bulk Transfer Laws...................................................22
EXHIBIT A....................................................................24
EXHIBIT B....................................................................25
EXHIBIT C....................................................................52
EXHIBIT D....................................................................53
EXHIBIT E....................................................................54
EXHIBIT F....................................................................57
EXHIBIT G....................................................................70
EXHIBIT H....................................................................71
EXHIBIT J....................................................................79
EXHIBIT K....................................................................81




                                       ii

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EXHIBIT L...................................................................111
SCHEDULE 1.3................................................................116
SCHEDULE 1.10...............................................................117
SCHEDULE 1.16...............................................................118
SCHEDULE 2.3................................................................119
SCHEDULE 3.3................................................................120
SCHEDULE 3.5(a).............................................................121
SCHEDULE 3.6................................................................122
SCHEDULE 3.7................................................................123
SCHEDULE 5.1................................................................124
SCHEDULE 5.2(a).............................................................125
SCHEDULE 5.2(b).............................................................126
SCHEDULE 5.5................................................................127





                                      iii
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                  MASTER ESTABLISHMENT AND TRANSITION AGREEMENT

         This Master Establishment and Transition Agreement ("Agreement"),  made
this  9th  day  of  February,   2000,  by  and  between  SAVVIS   Communications
Corporation,  a Delaware corporation ("Buyer"),  and Bridge Information Systems,
Inc.,  a Missouri  corporation  ("Seller").  Buyer and Seller  are  referred  to
collectively herein as the "parties."

                                    RECITALS

         WHEREAS,   Seller  is  engaged  in  the  business  of  collecting   and
distributing various financial, news and other data;

         WHEREAS,  Buyer  is  engaged  in the  business  of  providing  Internet
protocol backbone and other data transport services;

         WHEREAS, Seller and its subsidiaries own certain assets relating to the
provision of Internet protocol backbone and other data transport services,  such
assets consisting of (i) all of the equity interest (the "Interest") in Seller's
wholly-owned  subsidiary,   Global  Network  Assets,  LLC,  a  Delaware  limited
liability  company  (the  "LLC"),  and (ii)  the  International  Network  Assets
(defined below);

         WHEREAS,  Seller does not own outright but instead leases a substantial
portion  of the US  based  assets  comprising  its  Internet  protocol  backbone
("Leased Assets"); and

         WHEREAS,  Seller and certain of its  subsidiaries  desire to sell,  and
Buyer and certain of its subsidiaries desire to purchase, (i) the Interest, (ii)
the International Network Assets and (iii) the Call Assets  (collectively,  such
acquired  assets are  referred to herein as the  "Purchased  Assets";  provided,
however,  that Call Assets first shall be added to the Purchased  Assets as they
are  acquired  by Buyer  and  certain  of its  subsidiaries  under a Call  Asset
Transfer Agreement).

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
promises herein made, and in consideration of the  representations,  warranties,
and covenants herein contained, the parties agree as follows.

                                    ARTICLE I
                                   DEFINITIONS

         Whenever  used in this  Agreement,  the words and phrases  listed below
shall have the meanings  given below,  and all defined  terms shall  include the
plural as well as the singular.  Unless  otherwise  stated,  the words "herein",
"hereunder"  and other similar words refer to this  Agreement as a whole and not
to  a  particular  Section  or  other  subdivision.  The  words  "included"  and
"including"  shall not be construed as terms of limitation.  The following terms
shall have the meanings set forth below:

                                       i

<PAGE>


         1.1 "Acquired  Network  Facilities"  means the US Network  Assets,  the
International  Network  Assets and the Call Assets;  provided,  however that the
Call  Assets are  included  only to the  extent  acquired  by Buyer and  Buyer's
subsidiaries pursuant to this Agreement and the Call Asset Transfer Agreements.

         1.2  "Adverse  Consequences"  means all  actions,  suits,  proceedings,
hearings,  investigations,  charges, complaints,  claims, demands,  injunctions,
judgments,  orders, decrees,  rulings,  damages, dues, penalties,  fines, costs,
reasonable amounts paid in settlement,  liabilities,  obligations, taxes, liens,
losses, expenses, and fees, including court costs and reasonable attorneys' fees
and expenses.

         1.3 "Assumed  Liabilities"  means all  liabilities  and  obligations of
Seller and the Seller Subsidiaries  (whether known or unknown,  whether asserted
or unasserted,  whether  absolute or contingent,  whether  accrued or unaccrued,
whether liquidated or unliquidated, and whether due or to become due) fulfilling
both of the following requirements:

         (a) which are directly  associated with (i) the Purchased Assets,  (ii)
the use of the IP Network, (iii) the Contracts,  or (iv) those matters set forth
on Schedule 1.3 attached hereto; and

         (b) which are not Retained Liabilities.

         1.4 "Buyer Subsidiaries" means the direct and indirect  subsidiaries of
the Buyer which will be involved in the  operation  or ownership of the Acquired
Network Facilities,  including those subsidiaries  purchasing (i) certain of the
International  Network Assets pursuant to the Local Transfer Agreements and (ii)
certain of the Call Assets pursuant to the Call Asset Transfer Agreements.

         1.5 "Code" means the Internal Revenue Code of 1986, as amended.

         1.6 "Contracts" means any and all contracts, agreements,  arrangements,
leases,  understandings,  purchase orders,  and offers,  written or oral, of the
Seller and the Seller  Subsidiaries  relating to the provision of the IP Network
and related data  transport  services,  together with certain  agreements  being
entered  into by Buyer or Buyer  Subsidiaries  on or around the Closing  Date in
substitution for certain contracts of Seller or Seller  Subsidiaries,  including
without  limitation the  agreements  set forth on Schedule 3.6 attached  hereto;
provided,  however,  such  obligations  and  other  agreements  concerning  Call
Jurisdictions  or with  respect  to the  Satellite  Rights  shall  first  become
"Contracts" upon exercise of the respective Call Right.

         1.7 "Employee  Benefit Plan" means all "employee benefit plans" as such
term is defined in Section 3(3) of ERISA and all stock option, restricted stock,
stock  appreciation  or other equity plans and all bonus,  severance,  change in
control, retention, deferred compensation or other compensatory plans maintained
or contributed to by the Seller in which any Employee participates,  in addition
to all documents describing Seller's employment policies and procedures.

                                       2

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         1.8 "ERISA" means the Employee  Retirement Income Security Act of 1974,
as amended.

         1.9  "Impermissible  Security  Interest" means any Lien, other than (a)
mechanic's,  materialmen's,  and similar liens,  (b) liens for taxes not yet due
and payable or for taxes that the taxpayer is  contesting  in good faith through
appropriate  proceedings,  (c) purchase  money liens and liens  securing  rental
payments  under capital lease  arrangements,  and (d) other liens arising in the
ordinary course of business and not incurred in connection with the borrowing of
money.

         1.10  "International  Network Assets" means the IP Network assets, with
the exception of the Call Assets,  that are located outside the United States as
set forth on Schedule 1.10 attached  hereto and all rights of the Seller and the
Seller Subsidiaries under Contracts relating thereto.

         1.11 "IP Network" means the switches,  routers,  circuit  contracts and
satellite  facilities  to the extent  used by the  Seller  and its  subsidiaries
primarily  in  providing  telecommunications  utilizing  the  Internet  protocol
between Seller and its subsidiaries, and their suppliers and customers.

         1.12 "Lien" means any lien, security interest, mortgage, option, lease,
tenancy,  occupancy,   covenant,   condition,   easement,   agreement,   pledge,
hypothecation,  charge, claim,  restriction,  or other encumbrance of every kind
and nature.

         1.13 "Local Transfer Agreements" means the various transfer agreements,
including  local  contracts of assignment  and assumption  ("Local  Contracts of
Assignment"),   local  asset   transfer   agreements   ("Local  Asset   Transfer
Agreements") and the stock purchase agreement in Japan ("Japanese Stock Purchase
Agreement")  executed by the direct and indirect  subsidiaries of the Seller and
of the Buyer  involved in this  transaction  to  effectuate  the transfer of the
International  Network Assets. Each such agreement shall be substantially in the
form of Exhibit E, Exhibit F, Exhibit A to the foregoing Exhibit F, or Exhibit L
attached hereto and incorporated herein by reference.

         1.14  "Retained  Liabilities"  means  liabilities  which result from or
arise out of the ownership or operation of the IP Network prior to the Effective
Time,  including  liabilities  which exist with respect to (i) obligations under
the Contracts,  other than an obligation to make payment,  which are required to
be fulfilled  by Seller  wholly prior to Closing,  or (ii)  obligations  to make
payment, to the extent such payment is for services rendered under the Contracts
prior to Closing.  Provided,  further,  that the  liabilities  resulting from or
arising  out of the  ownership  or  operation  of the  IP  Network  in the  Call
Jurisdictions  shall be included in the  definition of the Retained  Liabilities
until  the Call  Right is  exercised,  and such  liabilities  shall  remain  the
responsibility of the Seller and/or the appropriate  Seller  Subsidiaries to the
extent they result from or arise out of the  ownership  or  operation  of the IP
Network in such countries prior to the effective date under each respective Call
Asset Transfer Agreement.

                                       3

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         1.15  "Seller  Subsidiaries"  means  the LLC,  until  the  Interest  is
acquired  hereunder by Buyer, and all other direct and indirect  subsidiaries of
the Seller  involved in the operation or ownership of the IP Network,  including
those  subsidiaries  selling the  International  Network Assets  pursuant to the
Local Transfer  Agreements and those  subsidiaries  selling  certain of the Call
Assets at the time of any subsequent  Call Right exercise and related  transfers
effected by the "Call Asset Transfer Agreements" in the form attached as Exhibit
J, as well as certain other  subsidiaries  entering  into other Local  Operative
Agreements,  but does not include  Buyer or any entity  directly  or  indirectly
owned by Buyer.

         1.16 "US  Network  Assets"  means the  assets  owned by the LLC and the
Leased Assets,  all as set forth on Schedule 1.16 attached hereto and all rights
of the Seller and the Seller Subsidiaries under Contracts relating thereto.

         1.17  "WARN  Act"  means  the   Workers   Adjustment   and   Retraining
Notification Act of 1988, as amended.

         1.18 "Terms".  The following terms shall have the meanings set forth in
the below referenced sections of this Agreement:

         "Arbitration Costs"                                      Section 7.7(f)

         "Arbitration Demand"                                     Section 7.7(b)

         "Arbitrators"                                            Section 7.7(c)

         "Bridge Plan"                                            Section 5.9(a)

         "Buyer"                                                  Preface

         "Call Asset Transfer Agreements"                         Section 1.15

         "Call Assets"                                            Section 5.2

         "Call Jurisdictions"                                     Section 5.2(a)

         "Call Right"                                             Section 5.2

         "Closing"                                                Section 2.4

         "Closing Date"                                           Section 2.4

         "Dispute Notice"                                         Section 7.7(b)

         "Employees"                                              Section 3.7

                                       4

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         "Employment Date"                                        Section 5.8(a)

         "Expiration Date"                                        Section 5.2

         "Effective Time"                                         Section 2.1

         "Global Operative Agreements"                            Section 2.5(a)

         "Indemnified Party"                                      Section 6.4

         "Indemnifying Party"                                     Section 6.4

         "Interest"                                               Recitals

         "Japanese Stock Purchase Agreement"                      Section 1.13

         "Leased Assets"                                          Recitals

         "LLC"                                                    Recitals


         "Local Asset Transfer Agreements"                        Section 1.13

         "Local Network Services Agreement"                       Section 2.5(b)

         "Local Contracts of Assignment"                          Section 1.13

         "Local Operative Agreements"                             Section 2.5(b)

         "Note"                                                   Section 2.3

         "Original Asset Value"                                   Section 2.6(a)

         "Public Offering Proceeds"                               Section 2.3

         "Purchase Price"                                         Section 2.3

         "Purchased Assets"                                       Recitals

         "Revised Asset Value"                                    Section 2.6(b)

         "Rules"                                                  Section 7.7(a)

         "Satellite Rights"                                       Section 5.2(b)

         "Savvis Plan"                                            Section 5.9(a)

                                       5

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         "Seller"                                                 Preface

         "Short-Term Call Assets"                                 Section 5.5

         "Sublease"                                               Section 2.5

         "Third Party Claim"                                      Section 6.4






                                       6
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                                   ARTICLE II
                                 PURCHASE & SALE

         2.1 Purchase  and Sale of  Purchased  Assets;  Effective  Time.  On and
subject  to the  terms  and  conditions  of this  Agreement,  the  Buyer  hereby
purchases  from Seller (or shall cause the Buyer  Subsidiaries  to purchase from
the  appropriate  Seller  Subsidiaries),  and Seller  hereby  sells,  transfers,
conveys,  and delivers to the Buyer (or shall cause the Seller  Subsidiaries  to
sell, transfer,  convey and deliver to the appropriate Buyer Subsidiaries),  all
of the  Purchased  Assets at the  Closing  for the  consideration  specified  in
Section 2.3 hereof.  The Closing  shall be effective as of the close of business
on the day immediately preceding the Closing Date ("Effective Time");  provided,
however,  that the "Effective  Time" with respect to any Call Assets shall be as
provided in the respective Call Asset Transfer Agreement.

         2.2 Assumption of Liabilities.

         (a) On and subject to the terms and conditions of this  Agreement,  the
Buyer  hereby  assumes  and  becomes  responsible  for (or shall cause the Buyer
Subsidiaries  to  assume  and  become   responsible  for)  all  of  the  Assumed
Liabilities.

         (b) To the extent that Seller or any of the Seller  Subsidiaries  makes
payment on any Assumed Liabilities which are comprised of undisputed liabilities
for  payment of services  received  under the  Contracts,  then Buyer or a Buyer
Subsidiary  shall reimburse  Seller for such payment promptly upon receipt of an
appropriate  invoice from Seller.  Likewise,  to the extent that Buyer or any of
the Buyer  Subsidiaries  makes  payment on any  Retained  Liabilities  which are
comprised of undisputed  liabilities under the Contracts for payment of services
received under the Contracts, then Seller or a Seller Subsidiary shall reimburse
Buyer for such  payment  promptly  upon receipt of an  appropriate  invoice from
Buyer.

         2.3 Purchase Price. The Buyer agrees to pay to the Seller $119,863,759,
which shall be an amount equal to  $150,000,000,  less the net book value of all
the Call  Assets as of  October  31,  1999,  except for Call  Assets  located in
Europe, South Africa and the Middle East which shall be as of December 31, 1999,
less  the  repayment  of the  Japanese  subsidiary  loan  described  in the next
sentence of this  Section  2.3,  and less the net present  value of the sublease
payments to be made by Buyer related to the Leased Assets,  all of which amounts
are hereby agreed by the parties (the "Purchase  Price").  Simultaneous with, in
addition to, and in the same manner as the  foregoing  Purchase  Price  payment,
Buyer shall repay to Seller the intercompany  loans less cash balances of Bridge
Information  Systems  (Japan) KK, as of closing,  hereby agreed to be in the net
amount of $975,297.  The Purchase Price  allocable to the Interest shall be paid
partially  with  cash  and  partially  with  a  promissory   note  (the  "Note")
substantially  in the form attached hereto as Exhibit I. The cash portion of the
Purchase  Price is intended to be paid from the net  proceeds of the
initial public  offering by Buyer of its shares,  after payment of all costs and
expenses  of such  offering  including  fees  and  expenses  of  legal  counsel,
investment  bankers,  accountants and other  professionals  directly  engaged in
connection  with such  public  offering,  which  public  offering  is being made
simultaneously with the Closing ("Public Offering  Proceeds").  The cash portion
of the Purchase  Price shall be equal to an amount  determined

                                       7

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according to the following formula:  One Hundred Million Dollars  ($100,000,000)
of the first Three Hundred  Million  Dollars  ($300,000,000)  of Public Offering
Proceeds and 50% of the remaining  Public  Offering  Proceeds in excess of Three
Hundred Million ($300,000,000),  up to the full payment of the Purchase Price in
cash.  The  principal  amount of the Note shall be the Purchase  Price less this
cash payment.  The Purchase Price allocable to the International  Network Assets
shall be allocated first from this cash amount. The cash portion of the Purchase
Price  shall  be paid in the  manner  and by the  legal  entities  set  forth on
Schedule 2.3, or as otherwise agreed by the parties.

         2.4 The Closing.  The consummation of the transactions  contemplated by
this  Agreement  (the  "Closing")  shall take place at the offices of Bryan Cave
LLP, 245 Park Avenue,  New York, New York, or at such other place as the parties
may agree,  occurring  simultaneous  with the  consummation of the  transactions
contemplated by the Purchase Agreement among Buyer, Merrill Lynch & Co., Merrill
Lynch,  Pierce,  Fenner & Smith  Incorporated  and certain  other  underwriters,
relating to the initial public offering of shares of common stock of Buyer, such
Closing being deemed to have occurred immediately prior to the "Closing Time" as
defined in such Purchase Agreement ("Closing Date").

         2.5  Deliveries  at the Closing.  The Parties  shall make the following
deliveries at Closing:

         (a) The Seller  shall  execute and deliver to Buyer and the Buyer shall
cause Savvis  Communications  Corporation,  a Missouri  corporation  and Buyer's
wholly-owned subsidiary,  to execute and deliver to Seller each of the following
agreements:  (i) the Network  Services  Agreement  substantially  in the form of
Exhibit  A  attached  hereto,   (ii)  the   Administrative   Services  Agreement
substantially  in the form of Exhibit B  attached  hereto,  (iii) the  Technical
Services  Agreement  substantially  in the form of Exhibit C attached hereto and
(iv) the Bill of Sale  substantially  in the form of Exhibit D  attached  hereto
(collectively,  the agreements  listed in (a)(i)  through  (a)(iv) are sometimes
referred to herein as the "Global Operative Agreements").

         (b) The Seller  shall  cause the  appropriate  Seller  Subsidiaries  to
execute and deliver, and Buyer shall cause the appropriate Buyer Subsidiaries to
execute and deliver each of the following agreements: (i) the Local Contracts of
Assignment  substantially  in the form of  Exhibit E attached  hereto,  (ii) the
Local Asset Transfer Agreements  substantially in the form of Exhibit F attached
hereto, (iii) the Local Network Services Agreements substantially in the form of
Exhibit  G  attached  hereto  ("Local  Network  Services  Agreement"),  (iv) the
Equipment  Collocation  Permits  substantially in the form of Exhibit H attached
hereto, (v) the Local  Administrative  Services Agreements attached as Exhibit A
to the Administrative Services Agreement,  which is Exhibit B to this Agreement,
(vi) the two subleases for the Leased Assets (the  "Sublease")  substantially in
the form of  Exhibit K  attached  hereto,  (vii)  the  Japanese  Stock  Purchase
Agreement substantially in the form of Exhibit L attached hereto, and (viii) the
Telerate  Network Services  Agreement  substantially in the form of Exhibit B to
the  Network  Services   Agreement,   which  is  Exhibit  A  to  this  Agreement
(collectively,  the agreements  listed in (b)(i) through (b)(viii) are sometimes
referred to herein as the "Local Operative Agreements").


                                       8

<PAGE>

         (c) Seller  and the Seller  Subsidiaries  shall have  delivered  to the
Buyer satisfactory  evidence of consent of Goldman Sachs and the participants in
Seller's lenders group, consent to sublease of the Leased Assets, and such other
consents to assignment of the Contracts (as described in Section 5.1 hereof) and
attainment of governmental approvals as Seller and the Seller Subsidiaries shall
have  received  as of the date  hereof.  To the  extent  Seller  and the  Seller
Subsidiaries  shall not have received such consents or  governmental  approvals,
the rights and obligations of the parties with respect thereto shall be governed
by Section 5.1 hereof.

         (d) The Buyer will deliver to the Seller, or Buyer will cause the Buyer
Subsidiaries  to deliver  to the  Seller  Subsidiaries,  the  Purchase  Price as
specified in Section 2.3 above.

         2.6 Purchase Price Allocation and Adjustment.

         (a) Subject to adjustment as provided in Section  2.6(b),  the Purchase
Price shall be allocated  among the  Purchased  Assets as follows:  The Purchase
Price allocable to the International Network Assets shall be equal to the sum of
the agreed upon US Dollar  value of such assets,  as set forth on Schedule  1.10
("Original Asset Value").  The Purchase Price allocable to the Interest shall be
equal to the difference  between the Purchase Price and the Original Value.  The
Parties believe that the allocations in this Section 2.6(a) reflect that most of
the fair value of the  Purchased  Assets is  contained  in the assets of the LLC
because of the positive cash flows generated by the US Network Assets.

         (b) Within fifteen days after the Closing, Seller shall update Schedule
1.10 and Schedule 1.16 attached  hereto to include all US Network Assets and all
International  Network Assets owned by Seller and the Seller  Subsidiaries as of
the  Effective  Time.  If the sum of the agreed upon value of the  International
Network  Assets shown on such revised  Schedule 1.10 (the "Revised Asset Value")
exceeds  the  Original  Asset  Value,  then the  amount  of the  Purchase  Price
allocable to the  International  Network Assets pursuant to Section 2.6(a) above
shall be  increased,  dollar for  dollar,  by such  excess and the amount of the
Purchase  Price  allocable  to the  Interest  shall be decreased by such excess.
Likewise, if the Revised Asset Value is less than the Original Asset Value, then
the amount of the Purchase Price allocable to the  International  Network Assets
pursuant to Section 2.6(a) above shall be decreased,  dollar for dollar, by such
amount and the amount of the Purchase  Price  allocable to the Interest shall be
increased by such amount.  In either event,  Seller shall  redistribute the cash
portion of the Purchase  Price paid by the Buyer  hereunder such that the Seller
Subsidiaries  are  compensated  for the  sale of  International  Network  Assets
entirely in cash. In the event  sufficient cash is not available in the Purchase
Price for this  purpose,  then the deficit  shall be funded by means of an early
prepayment under the Note.

                                   ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller  represents  and  warrants  to the  Buyer  that  the  statements
contained  in this  Article III are correct and  complete as of the date of this
Agreement and as of the Closing.

                                       9

<PAGE>

         3.1  Organization  of Seller.  Seller is a corporation  duly organized,
validly existing,  and in good standing under the laws of the State of Missouri.
Each of the Seller  Subsidiaries is an entity duly organized,  validly  existing
and in good standing under the laws of the jurisdiction in which such entity was
organized.

         3.2  Authorization of Transaction.  Seller has full corporate power and
authority  to execute  and  deliver  this  Agreement  and the  Global  Operative
Agreements and to perform its obligations hereunder and thereunder. Each of this
Agreement and, first as of the Closing,  Global Operative Agreements constitutes
the  valid  and  legally  binding  obligation  of  the  Seller,  enforceable  in
accordance with its terms and conditions.  Each of the Seller  Subsidiaries  has
full corporate  power and authority to execute and deliver the respective  Local
Operative Agreements and to perform its obligations thereunder.  First as of the
Closing,  the respective  Local  Operative  Agreements  constitute the valid and
legally binding  obligation of each of the Seller  Subsidiaries,  enforceable in
accordance with their terms and conditions.

         3.3  Noncontravention.  Neither the  execution and the delivery of this
Agreement and the  consummation of the transactions  contemplated  hereby by the
Seller,  nor the  execution  and  delivery  of the  Global  and Local  Operative
Agreements and the consummation of the transactions  contemplated thereby by the
Seller and by each of the Seller Subsidiaries will:

         (a) violate any constitution,  statute,  regulation,  rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which the Seller or the Seller Subsidiaries, as
the case may be, is subject  or any  provision  of the  charter or bylaws of the
Seller or the Seller Subsidiaries, as the case may be,

         (b) conflict with,  result in a breach of,  constitute a default under,
result in the  acceleration  of,  create  in any party the right to  accelerate,
terminate,  modify,  or cancel,  or  require  any  notice  under any  agreement,
contract,  lease, license,  instrument, or other arrangement to which the Seller
or the Seller Subsidiaries,  as the case may be, is a party or by which they are
bound or to which any of the Purchased  Assets or US Network Assets are subject;
or

         (c)  require  Seller to give any notice to,  make any filing  with,  or
obtain any authorization, consent, or approval of any third party, government or
governmental agency.

Provided,  however,  that the  foregoing  representation  and  warranty  in this
Section 3.3 shall not apply to the extent:

         (y) as set forth on Schedule 3.3, or

         (z) as would not result in the imposition of any Impermissible Security
Interest upon any of the International  Network Assets or the US Network Assets,
and where any violation, conflict, breach, default,  acceleration,  termination,
modification,  cancellation  or failure to give notice would not have a material
adverse effect on the value or use of the International Network Assets or the US
Network Assets, or on the amount of the Assumed  Liabilities,  or on the ability
of the parties to consummate the transactions  contemplated by this

                                       10

<PAGE>


Agreement  or the Global  Operative  Agreements,  or the ability of the parties'
affiliates to consummate the  transactions  contemplated  by the Local Operative
Agreements to the extent these are executed and delivered at Closing.

         3.4 Brokers'  Fees.  Seller has no liability or  obligation  to pay any
fees or  commissions  to any  broker,  finder,  or  agent  with  respect  to the
transactions  contemplated  by this  Agreement  for which the Buyer could become
liable or obligated.

         3.5 Purchased Assets; Assumed Liabilities.

         (a) Except as set forth on Schedule 3.5(a),  the International  Network
Assets, the US Network Assets and the Call Assets constitute all of the material
assets of the Seller and the Seller Subsidiaries used in the IP Network.

         (b) Each of the  respective  Seller  and Seller  Subsidiaries  has good
title to, or a valid  leasehold  interest  in, the  Purchased  Assets and the US
Network Assets,  free and clear of all  Impermissible  Security  Interests,  and
there  exists no  restriction  on the  transfer  of such  property,  other  than
Impermissible  Security  Interests  or  restrictions  which  would  not,  in the
aggregate,  have a material  adverse  affect on the  ability  of the  parties to
consummate the transactions contemplated by this Agreement, the Global Operative
Agreements  or the  Local  Operative  Agreements  or on the  value or use of the
International Network Assets or the US Network Assets.

         (c) Other  than (i) the  Assumed  Liabilities  incurred  by Seller  and
Seller  Subsidiaries in the ordinary course of business after December 31, 1999,
(ii) the Contracts,  and (iii) the Assumed  Liabilities  listed on Schedule 1.3,
there are no Assumed Liabilities which are material to the business comprised of
the Acquired Network Facilities, taken as a whole.

         3.6 Contracts.  Each of the Contracts material to the operation and use
of the US Network Assets and the International Network Assets, taken as a whole,
is set  forth on  Schedule  3.6 and is a valid  and  binding  obligation  of the
parties thereto, enforceable in accordance with their terms and is in full force
and effect.  No party to any such  contract is in material  breach or  violation
thereof or material default  thereunder.  Except for matters which would not, in
the  aggregate,  have a  material  adverse  effect  on the  value  or use of the
International  Network Assets or the US Network Assets,  or on the amount of the
Assumed Liabilities,  taken as a whole, no event has occurred which, through the
passage of time or the giving of notice, or both, would constitute,  and neither
the  execution  of this  Agreement  nor  the  consummation  of the  transactions
contemplated hereby do or will constitute or result in, a breach or violation of
or default under any contract, or would cause the acceleration of any obligation
of any party thereto or the creation of any Impermissible Security Interest upon
any US Network Assets or International Network Assets.

         3.7  Employees.  Schedule 3.7 sets forth the names of all  employees of
the Seller who have been released by Seller or Seller  Subsidiaries for transfer
to the Buyer as of January 1, 2000 (the "Employees").

                                       11

<PAGE>

         3.8  Disclaimer  of Other  Representations  and  Warranties  EXCEPT  AS
EXPRESSLY  SET FORTH IN THIS  ARTICLE  III,  NEITHER  THE  SELLER NOR ANY OF THE
SELLER SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT
LAW  OR IN  EQUITY,  IN  RESPECT  OF  ANY  OF  ITS  ASSETS  (INCLUDING,  WITHOUT
LIMITATION, THE PURCHASED ASSETS), LIABILITIES OR OPERATIONS, INCLUDING, WITHOUT
LIMITATION,  WITH  RESPECT  TO  MERCHANTABILITY  OR FITNESS  FOR ANY  PARTICULAR
PURPOSE,  AND ANY SUCH OTHER  REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY
DISCLAIMED.  BUYER HEREBY  ACKNOWLEDGES  AND AGREES  THAT,  EXCEPT TO THE EXTENT
SPECIFICALLY  SET FORTH IN THIS ARTICLE III, THE BUYER AND EACH BUYER SUBSIDIARY
IS  PURCHASING  THE  PURCHASED  ASSETS ON AN "AS-IS,  WHERE-IS"  BASIS.  WITHOUT
LIMITING  THE  GENERALITY  OF THE  FOREGOING,  NEITHER THE SELLER NOR THE SELLER
SUBSIDIARIES  MAKES ANY  REPRESENTATION  OR WARRANTY  REGARDING ANY ASSETS OTHER
THAN THE  ACQUIRED  NETWORK  FACILITIES  AND THE  INTEREST AND SELLER AND SELLER
SUBSIDIARIES   EXPRESSLY  HEREBY  DISCLAIM  ANY  REPRESENTATIONS  OR  WARRANTIES
REGARDING THE CALL ASSETS PRIOR TO SUCH ASSETS BEING  ACQUIRED BY BUYER OR BUYER
SUBSIDIARIES  HEREUNDER  OR  REGARDING  ANY  LIABILITIES  OTHER THAN THE ASSUMED
LIABILITIES, AND NONE SHALL BE IMPLIED AT LAW OR IN EQUITY.


                                   ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF THE BUYER

         The Buyer  represents  and  warrants to the Seller that the  statements
contained  in this  Article IV are correct  and  complete as of the date of this
Agreement and as of the Closing.

         4.1  Organization  of  the  Buyer.  The  Buyer  is a  corporation  duly
organized, validly existing, and in good standing under the laws of the State of
Delaware.  Each of the Buyer  Subsidiaries is an entity duly organized,  validly
existing and in good standing under the laws of the  jurisdiction  in which such
entity was organized.

         4.2  Authorization  of Transaction.  The Buyer has full corporate power
and  authority to execute and deliver this  Agreement  and the Global  Operative
Agreements and to perform its obligations hereunder and thereunder. Each of this
Agreement  and,  first  as of  the  Closing,  the  Global  Operative  Agreements
constitutes the valid and legally binding  obligation of the Buyer,  enforceable
in accordance with its terms and conditions.  Each of the Buyer Subsidiaries has
full corporate  power and authority to execute and deliver the respective  Local
Operative Agreements and to perform its obligations thereunder.  First as of the
Closing,  the respective  Local  Operative  Agreements  constitute the valid and
legally  binding  obligation of each of the Buyer  Subsidiaries,  enforceable in
accordance with their terms and conditions.

         4.3  Noncontravention.  Except  as would  not have a  material  adverse
effect on ability of the parties to consummate the transactions  contemplated by
this Agreement or the Global Operative Agreements or the ability of the parties'
affiliates to consummate the  transactions  contemplated  by the Local Operative
Agreements,  neither the  execution  and the delivery of this  Agreement and the
consummation  of the  transactions  contemplated  hereby by the  Buyer,  nor the
execution  and  delivery of the Global and Local  Operative  Agreements  and the

                                       12

<PAGE>


consummation of the transactions  contemplated  thereby by the Buyer and by each
of the Buyer Subsidiaries will:

         (a) violate any constitution,  statute,  regulation,  rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of any government,
governmental  agency, or court to which the Buyer or the Buyer Subsidiaries,  as
the case may be, is subject  or any  provision  of the  charter or bylaws of the
Buyer of the Buyer Subsidiaries, as the case may be;

         (b) conflict with,  result in a breach of,  constitute a default under,
result in the  acceleration  of,  create  in any party the right to  accelerate,
terminate,  modify,  or cancel,  or  require  any  notice  under any  agreement,
contract, lease, license, instrument, or other arrangement to which the Buyer or
the  Buyer  Subsidiaries,  as the case may be,  is a party or by which  they are
bound; or

         (c)  require  Buyer to give any notice to,  make any  filing  with,  or
obtain any authorization, consent, or approval of any government or governmental
agency.

         4.4 Brokers'  Fees. The Buyer has no liability or obligation to pay any
fees or  commissions  to any  broker,  finder,  or  agent  with  respect  to the
transactions  contemplated  by this  Agreement for which the Seller could become
liable or obligated.

                                    ARTICLE V
               ADDITIONAL AGREEMENTS AND COVENANTS OF THE PARTIES

         5.1 Notices and Consents.  Except as set forth on Schedule 5.1 attached
hereto, the Seller has given and obtained (or caused the Seller  Subsidiaries to
give or obtain) all third-party notices and consents and governmental  approvals
necessary to effect the purchase of the Purchased Assets and the assignment,  to
the extent a replacement  contract has not been  executed,  of the Contracts and
the assumption of the Assumed Liabilities  hereunder.  With respect to any third
party notices or consents or governmental  approvals that have not been given or
obtained  as of the  date  hereof,  Seller  covenants  and  agrees  to  use  its
reasonable  best efforts to give or obtain (or cause the Seller  Subsidiaries to
give or obtain) the same.  The Buyer agrees to fully  cooperate  with (and cause
the Buyer  Subsidiaries  to fully  cooperate  with) the  Seller  and the  Seller
Subsidiaries  in  such  efforts.  Until  such  time  as  Seller  or  the  Seller
Subsidiaries   shall  have  obtained  all  necessary  third  party  consents  to
assignment  by  Buyer  or the  Buyer  Subsidiaries  of  the  Contracts  and  the
assumption by the Buyer or the Buyer  Subsidiaries  of the Assumed  Liabilities,
Seller shall  continue (or shall cause the Seller  Subsidiaries  to continue) to
discharge and perform when due all obligations  associated therewith,  and Buyer
shall reimburse Seller for any expenses directly attributable thereto.

         5.2 Call Right. Seller, for itself and the Seller Subsidiaries,  hereby
grants to Buyer and the Buyer  Subsidiaries  the right to  purchase  (the  "Call
Right") the following assets ("Call Assets"):

         (a) in each of the  jurisdictions  set forth on Schedule  5.2(a) hereof
and such  other  jurisdictions  as Buyer  and  Seller  may,  from  time to time,
mutually agree (the "Call

                                       13

<PAGE>

Jurisdictions"),  all of the IP Network  assets  owned by the Seller  and/or the
Seller Subsidiaries in each Call Jurisdiction,  including those assets set forth
in Schedule 5.2(a), subject to additions and deletions subsequent to the Closing
permitted under the terms of this Agreement,  and all contract rights associated
therewith;  provided, for the purpose of clarification,  that telecommunications
circuits to destinations in any Call  Jurisdiction,  but originating  outside of
such Call  Jurisdiction,  shall not be Call Assets and instead shall be included
in the Acquired Network Facilities transferred hereunder at the initial Closing;
and

         (b) all the  rights  and  obligations  with  respect  to the  satellite
communications  agreements and all rights and obligations in specific  countries
with respect thereto, as described in Schedule 5.2(b),  subject to additions and
deletions subsequent to the Closing permitted under the terms of this Agreement,
(the "Satellite Rights").

Unless  earlier  terminated  pursuant to Section 5.6  hereunder,  the Call Right
granted  hereunder  shall  expire on the tenth  anniversary  of the date  hereof
("Expiration Date"); provided, however, that if the term of the Network Services
Agreement is extended beyond the Expiration Date, then the Expiration Date shall
be the date upon which the  Network  Services  Agreement,  attached as Exhibit A
hereto,  is  terminated.  Upon  the  exercise  of the  Call  Right  in any  Call
Jurisdiction  or with respect to the  Satellite  Rights,  Buyer shall assume all
liabilities and obligations of the Seller and/or the Seller Subsidiaries related
to the respective  Call Assets to the extent that such  liabilities  arise on or
after the date of exercise.

         5.3  Exercise  of Call  Right.  Buyer  shall  use its  reasonable  best
efforts, from and after the Closing, to secure the consents, licenses, and other
authorizations,  whether from governments or private  parties,  and to establish
such  foreign  legal  presence  and to  fulfill  such other  conditions,  as are
necessary  in order  to  permit  Buyer to  acquire  the Call  Assets;  provided,
however,  that this obligation shall not require that Buyer permit third parties
to own a portion of any  subsidiaries of Buyer unless Buyer otherwise  agrees to
such ownership.  Prior to the receipt of all such material  consents,  licenses,
and  authorizations  and the  establishment of any necessary  foreign  presence,
Buyer shall not be  obligated  to exercise the Call Right with respect to any or
all of the Call Jurisdictions or with respect to the Satellite Rights, nor shall
Buyer be obligated to exercise  all the Call Rights at one time;  rather,  Buyer
may  exercise the Call Right in each Call  Jurisdiction  and with respect to the
Satellite  Rights  separately,  from time to time,  and at any time prior to the
Expiration Date subject to the immediately following provision. Upon the receipt
of all material  consents,  licenses and authorizations and the establishment of
any necessary  foreign presence in any Call  Jurisdiction or with respect to all
the Satellite Rights connected with a particular third-party satellite contract,
Buyer shall be obligated to proceed  expeditiously with the exercise of the Call
Right with respect to such Call Jurisdiction or Satellite  Rights.  The exercise
price of the Call Right,  other than with respect to Satellite  Rights,  in each
Call  Jurisdiction  shall be $1.00 plus the net book value of the Call Assets in
the applicable Call Jurisdiction(s) on the effective date of the exercise of the
Call  Right for such Call  Jurisdiction.  The  exercise  of the Call  Right with
respect to the Satellite  Rights shall only be permitted if made with respect to
all Satellite Rights under a particular  global satellite  contract as set forth
on Schedule  5.2(b),  and the exercise  price shall be $1 plus the assumption of
all obligations of Seller with respect to such contract.  The exercise of a Call
right shall be effected by Buyer through the delivery of ten days written notice
to Seller.  The Call  Assets  shall be

                                       14

<PAGE>

transferred  via a Call  Asset  Transfer  Agreement  in  substantially  the form
attached as Exhibit J hereto. Upon the exercise of a Call Right, a Local Network
Services  Agreement for the respective Call  Jurisdiction  substantially  in the
form  of  Exhibit  G  attached  hereto,  or a  comparable  agreement  containing
substantially the same terms as a Local Network Services  Agreement with respect
to  Satellite  Rights  as  agreed  by  the  Parties,  will  be  executed  by the
appropriate Seller Subsidiaries and Buyer Subsidiaries.

         5.4 Seller's Obligation with Respect to Call Assets. Until the earliest
of (a) the  Expiration  Date,  (b) the date  upon  which no Call  Assets  remain
subject to the Call  Right,  or (c) the Call  Right is  terminated  pursuant  to
Section 5.6, and subject at all times to the rights and obligations set forth in
the Network Services  Agreement executed between the parties as of the same date
as the date of this Agreement:

         (a) Seller shall maintain and operate (or cause the Seller Subsidiaries
to  maintain  and  operate)  the Call  Assets in the same manner and to the same
extent  as  Seller  and the  Seller  Subsidiaries,  as the  case  may  be,  have
maintained  such assets to date.  Seller  shall take (and shall cause the Seller
Subsidiaries  to take) any and all actions  reasonably  necessary to fulfill its
obligations hereunder;

         (b) Seller shall not (nor shall it permit the Seller  Subsidiaries  to)
dispose of, encumber or otherwise  transfer any interest in, or amend,  waive or
modify any provision of or terminate  any Contract  relating to, the Call Assets
without  the  prior  written  consent  of  Buyer  which  consent  shall  not  be
unreasonably  withheld;  provided,  "unreasonable"  shall be determined from the
perspective  of Buyer and shall  include all  actions  which may have a material
adverse effect if Buyer were to exercise the related Call Right;

         (c) Seller shall  provide (and shall cause the Seller  Subsidiaries  to
provide)  Buyer with  notice of any events  that have,  or may have,  a material
adverse effect on the Call Assets or on Buyer's right or ability to exercise the
Call Right with respect to any of the Call Assets;

         (d) If Buyer chooses to exercise any Call Right prior to the receipt of
all  consents,  licenses  and  other  authorizations  or  establishment  of  the
appropriate  foreign legal presence,  it does so with the assumption of all risk
or other liability arising from such absence of necessary  consents,  license or
other authorizations or legal presence.  Upon exercise of any Call Right, Seller
shall use its  reasonable  best  efforts to obtain any  required  consent of any
other  contracting  parties  to the  assignment  or  novation  of any  agreement
pertaining to the  applicable  Call Assets,  and Buyer shall use its  reasonable
best  efforts  to assist  Seller in all such  endeavors.  Unless  and until such
consent  shall be  forthcoming  and any  relevant  agreements  shall  have  been
assigned or novated,  Buyer  shall at its own cost and expense  assume  Seller's
obligations under such agreements and Seller shall account to Buyer for all sums
received therefrom. Seller will at Buyer's request and expense give to Buyer all
assistance  in the  power  of  Seller  to  enable  Buyer to  enforce  any of the
agreements  so assigned  against  the other  contracting  party or parties  and,
without  prejudice to the  generality  of the  foregoing,  will provide all such
relevant books, documents and other information as Buyer may require in relation
thereto; and


                                       15

<PAGE>

         (e) Buyer shall have no rights to use the Call Assets prior to exercise
of the Call Rights, except as otherwise consented to by Seller, such consent not
to be unreasonably withheld.

         5.5 Buyer's  Obligations  with Respect to Call Assets.  With respect to
those  Call  Assets  in  the  Call  Jurisdictions  set  forth  on  Schedule  5.5
("Short-Term  Call  Assets"),  Buyer and Seller  expect the exercise of the Call
Right to occur  within the  calendar  year  2000.  Regardless  if such  exercise
actually occurs in 2000,  with respect to the Short-Term  Call Assets,  Buyer or
the Buyer Subsidiaries shall reimburse the Seller or the Seller Subsidiaries for
all costs  requiring an expenditure of cash which are directly  associated  with
the use, maintenance and operation of the Short-Term Call Assets, including, but
not limited to, maintenance of leased lines.  Seller shall invoice Buyer monthly
for such  costs.  Likewise,  Seller  shall  compensate  Buyer for the use of the
Short-Term  Call Assets  pursuant to such Network  Services  Agreement  executed
between  the  parties  as of the same date as the date of this  Agreement.  Such
obligations of Buyer and Seller shall run  concurrently and shall continue until
the Expiration Date, unless earlier  terminated by mutual agreement of Buyer and
Seller.  No similar  obligations  will exist for Buyer or Seller with respect to
the remaining  Call Assets prior to the exercise of the Call Rights with respect
thereto.

         5.6  Termination  of  Call  Right.   The  Call  Right  shall  terminate
automatically on the earlier of the Expiration Date or the date upon which Buyer
has  exercised  the Call Right in each of the Call  Jurisdictions.  Prior to the
Expiration  Date,  at any time and from  time to  time,  the Call  Right  may be
terminated with respect to any or all of the Call  Jurisdictions upon the mutual
agreement of the parties.

         5.7 Employee  Services.  From and after the Closing  until such time as
the Employees are transferred to the Buyer pursuant to Section 5.8, Seller shall
make all of the Employees  available to Buyer on a full-time basis.  Buyer shall
reimburse Seller, on a monthly basis, for all payroll costs directly  associated
with such Employees.

         5.8 Offers of Employment.

         (a) As of December  31,  1999,  Buyer has offered  employment  with the
Buyer to the  Employees,  and Seller has released  from their  employment  those
Employees  who  accepted  employment  with the Buyer to enable  them to commence
their employment with the Buyer.  Such Employees  commenced  employment with the
Buyer on January 1, 2000 (the "Employment Date").

         (b) Seller shall  furnish Buyer with all employee data files related to
the Employees. The Seller makes no representations or warranties concerning such
files, or the contents or sufficiency thereof.

         5.9 Employee Benefits.

         (a) Employees  shall continue to  participate in each Employee  Benefit
Plan  maintained by Seller until such time as Buyer  establishes and maintains a
substantially similar

                                       16

<PAGE>


Employee  Benefit Plan;  provided that, as of the  Employment  Date, an Employee
shall cease to be eligible to  participate  in the Bridge  Information  Systems,
Inc.  401(k)  Salary  Savings  Plan  ("Bridge  Plan") and shall be  eligible  to
participate in the Savvis  Communications  Co. 401(k) Plan ("Savvis  Plan"),  in
accordance  with the terms of  Section  5.9(b)  and  subject to the terms of the
Savvis Plan.  During the period in which Employees are participating in Seller's
Employee  Benefit  Plans,  Buyer shall  reimburse  Seller for any  employer-paid
amounts under such Employee Benefit Plans.

         (b) As soon as  practicable  after the  Employment  Date,  Seller shall
cause to be transferred  from the Bridge Plan to the Savvis Plan all Bridge Plan
assets  representing  account balances of Employees under the Bridge Plan. Buyer
and Seller  shall take all such  actions as are  necessary  to ensure  that such
transfer complies with all relevant  provisions of Section 411(d)(6) of the Code
and the regulations thereunder. Buyer shall amend the Savvis Plan, to the extent
necessary, to provide that each Employee is credited, for all purposes under the
Savvis Plan and subject to the other  provisions of such plan,  with all service
completed prior to the Employment Date with Seller.

         (c) Buyer shall assume the  obligations in connection  with accrued but
unused  vacation  and shall be  responsible  for  vacation  pay at and after the
Employment  Date  with  respect  to  service  (whether  prior  to or  after  the
Employment Date) of all Employees. Buyer shall afford Employees credit for their
period of  employment  with  Seller for  purposes of  determining  the amount of
vacation  to which the  Employees  are  entitled  each year and for  purposes of
determining all other seniority based benefits.

         (d) Buyer  and  Seller  acknowledge  and  agree  that the  transactions
contemplated  by this Agreement shall not constitute a termination of employment
of any Employee.

         (e) No provision of this Agreement,  including without  limitation this
Section 5.9, shall create any  third-party  beneficiary  rights in any person or
organization,   including  without  limitation  employees  or  former  employees
(including  any  beneficiary  or dependent  thereof) of Seller,  unions or other
representatives   of  such   employees   or  former   employees,   or  trustees,
administrators, participants, or beneficiaries of any Employee Benefit Plan, and
no provision of this  Agreement,  including  this Section 5.9, shall create such
third-party  beneficiary rights in any such person or organization in respect of
any benefits that may be provided,  directly or  indirectly,  under any Employee
Benefit Plan.

         (f) Seller and Buyer shall cooperate as may reasonably be required with
respect to each of the filings,  calculations,  and other  actions  necessary to
effect the  transactions  contemplated  by this Section 5.9 and in obtaining any
government approvals as may be required hereunder.

         5.10 Access to Employee  Information.  From and after the Closing,  the
parties  hereto  will  cooperate  with each other in the  administration  of any
applicable Employee Benefit Plans and programs.  To the extent permitted by law,
at the Employment Date or within a reasonable time  thereafter,  the Seller will
provide  the Buyer the  necessary  employee  data or copies  thereof,  including
personnel and benefit  information,  maintained with respect to the

                                       17

<PAGE>


Employees  by the Seller or by its  independent  contractors,  such as insurance
companies and actuaries.

         5.11 WARN Act Indemnification. The Buyer agrees to indemnify the Seller
and its directors, officers, employees,  consultants and agents for, and to hold
the  Seller  and its  directors,  officers,  employees,  consultants  and agents
harmless from and against,  any and all losses arising or resulting,  or alleged
to arise or result from the notification or other requirements of the WARN Act.

         5.12 Workers'  Compensation  Claims. The Seller will be responsible for
any workers'  compensation claims by any Employee for injuries incurred prior to
such Employee's  Employment Date. The Buyer will be responsible for any workers'
compensation  claims for  injuries  incurred  by any  Employee  on or after such
Employee's Employment Date.

         5.13  Employee  Benefit  Plans.  Except as  expressly  provided in this
Article V, the Buyer will not adopt, assume or otherwise become responsible for,
either  primarily or as a successor  employer,  any assets or liabilities of any
Employee Benefit Plans, arrangements, commitments or policies currently provided
by the  Seller or by any  member of its  controlled  group of  corporations.  In
addition,  the Buyer will not assume  Seller's  obligations  under Code  Section
4980B and ERISA Section 606 relating to  individuals  who are neither  Employees
nor  dependents  of  Employees.   Buyer  shall  be  responsible  for  satisfying
obligations   under  ERISA   Section  606  and  Code  Section  4980  to  provide
continuation  coverage to or with respect to any  Employees  with respect to any
"qualifying event" which occurs on or following the Employment Date.

         5.14 Further Assurances.  From and after Closing,  the parties shall do
such acts and  execute  such  documents  and  instruments  as may be  reasonably
required to make effective the transactions  contemplated  hereby.  In the event
that consents,  approvals,  other  authorizations  or other acts contemplated by
this  Agreement  have not been fully  effected as of Closing,  the parties  will
continue after Closing,  without further consideration,  to use their reasonable
best efforts to carry out such  transactions;  provided,  however,  in the event
that certain  approvals,  consents or other  necessary  documentation  cannot be
secured, then the party having legal responsibility,  ownership or control shall
act on behalf of the other party, without further  consideration,  to effect the
essential intention of the parties with respect to the transactions contemplated
by this Agreement.


                                   ARTICLE VI
                     REMEDIES FOR BREACHES OF THIS AGREEMENT

         6.1 Survival of Representations and Warranties. The representations and
warranties of the Seller  contained in Article III of this  Agreement and of the
Buyer  contained in Article IV of this  Agreement  shall survive for a period of
one year following the Effective Time.

         6.2 Indemnification Provisions for Benefit of the Buyer.

                                       18

<PAGE>

         (a) Subject to the  limitations  set forth in Section 6.2(c) below,  in
the  event  the  Seller  or  any   Seller   Subsidiary   breaches   any  of  its
representations, warranties, and covenants contained in this Agreement, provided
that the Buyer makes a written claim for indemnification against the Seller with
respect to its  representations  and warranties  within the survival  period set
forth in Section  6.1,  then the Seller  agrees to  indemnify  the Buyer and the
Buyer Subsidiaries from and against the entirety of any Adverse Consequences the
Buyer and the Buyer  Subsidiaries shall suffer through and after the date of the
claim for indemnification  (but excluding any Adverse  Consequences the Buyer or
the Buyer  Subsidiaries  shall suffer after the end of any  applicable  survival
period) caused proximately by the breach.

         (b)  Subject  to the  limitations  set forth in Section  6.2(c)  below,
Seller agrees to indemnify the Buyer and the Buyer Subsidiaries from and against
the entirety of any Adverse  Consequences  the Buyer and the Buyer  Subsidiaries
shall suffer  caused  proximately  by any  liability of the Seller or any Seller
Subsidiary which is a Retained Liability  (including any liability of the Seller
or any Seller  Subsidiary  that  becomes a  liability  of the Buyer or any Buyer
Subsidiary under any bulk transfer law of any jurisdiction, under any common law
doctrine of de facto merger or successor liability, or otherwise by operation of
law).

         (c) Notwithstanding anything to the contrary, (i) Seller shall not have
any liability under this Article VI in respect of any individual claim (or group
of related claims) unless such claim or group of related claims exceeds $25,000,
(ii) Seller shall not have any  liability  under this Article VI except and only
to the extent the aggregate of permitted  claims exceeds a deductible  amount of
$1,500,000,  and (iii) Seller's aggregate  liability under this Article VI shall
not exceed $150,000,000; provided, however, that the foregoing limitations shall
not apply to Seller's obligations under Section 2.2(b) and Section 6.2(d).

         (d) Without  limitation,  Seller  agrees to indemnify the Buyer and the
Buyer Subsidiaries from and against the entirety of any Adverse Consequences the
Buyer  and  the  Buyer  Subsidiaries  shall  suffer  caused  proximately  by any
liability or obligation of the Seller or any Seller  Subsidiary which relates to
data,  information,  or other  content  which has been,  or  should  have  been,
delivered  by the  Seller  or any  Seller  Subsidiaries  to Buyer  or any  Buyer
Subsidiaries for transmission over the IP Network.

         6.3 Indemnification Provisions for Benefit of Seller.

         (a) In the event the Buyer or any Buyer Subsidiary  breaches any of its
representations, warranties, and covenants contained in this Agreement, provided
that the Seller  makes a written  claim for  indemnification  against  the Buyer
within the survival period with respect to its  representations  and warranties,
then the Buyer agrees to indemnify the Seller and the Seller  Subsidiaries  from
and against the entirety of any Adverse  Consequences  the Seller and the Seller
Subsidiaries  shall  suffer  through  and  after  the  date  of  the  claim  for
indemnification  (but  excluding  any  Adverse  Consequences  the Seller and the
Seller  Subsidiaries  shall  suffer  after  the end of any  applicable  survival
period) caused proximately by the breach.

                                       19

<PAGE>

         (b) Buyer  agrees to indemnify  the Seller and the Seller  Subsidiaries
from and against the  entirety  of any Adverse  Consequences  the Seller and the
Seller  Subsidiaries  shall suffer  caused  proximately  by any liability of the
Buyer or any Buyer Subsidiary which is an Assumed Liability.


         6.4 Matters Involving Third Parties.

         (a) If any third party shall notify any party (the "Indemnified Party")
with  respect to any  matter (a "Third  Party  Claim")  which may give rise to a
claim for  indemnification  against the other party (the  "Indemnifying  Party")
under this Article VI, then the  Indemnified  Party shall  promptly  (and in any
event, if the matter concerns a legal proceeding,  within 15 business days after
receiving notice of the Third Party Claim, and with respect to any other matter,
within 30 business days) notify the Indemnifying Party thereof in writing.

         (b) The  Indemnifying  Party  will have the right at any time to assume
and thereafter  conduct the defense of the Third Party Claim with counsel of its
choice reasonably satisfactory to the Indemnified Party; provided, however, that

             (i)  if the  Third  Party  Claim  falls  within  the  scope  of the
         indemnification set forth in Section 6.2(d), then the Indemnified Party
         shall have the right to refuse to accept such  assumption of defense by
         Indemnifying Party unless and until such time as the Indemnifying Party
         shall provide to the  Indemnified  Party such assurances of payment and
         performance of such  indemnification  obligation as shall be reasonably
         satisfactory to the Indemnified Party; and

             (ii) the  Indemnifying  Party will not  consent to the entry of any
         judgment or enter into any  settlement  with respect to the Third Party
         Claim without the prior written consent of the  Indemnified  Party (not
         to be withheld unreasonably) unless the judgment or proposed settlement
         involves  only the  payment  of money  damages  and does not  impose an
         injunction or other equitable relief upon the Indemnified Party.

         (c) Unless and until the Indemnifying  Party assumes the defense of the
Third Party Claim as provided in Section 6.4(b) above,  however, the Indemnified
Party may defend  against the Third Party Claim in any manner it reasonably  may
deem appropriate,  including,  without  limitation,  consent to the entry of any
judgment or enter into any settlement with respect to the Third Party Claim.

         6.5 Call Right Remedies. The parties agree that the Call Assets and the
Call Right are unique interests and that, in the event of Seller's breach of its
obligations  with  respect to the Call Assets,  monetary  damages will not fully
compensate  Buyer.  Therefore,  the  parties  agree  that  Buyer  shall have the
remedies  which are  available to it for Seller's  breach or violation of any of
the provisions of this Agreement relating to the Call Assets, including, but not
limited to, the  equitable  remedies for  specific  performance  and  injunctive
relief.

                                       20

<PAGE>

         6.6 Exclusive  Remedy.  The Buyer and the Seller  acknowledge and agree
that,  subject to the other remedies granted to the Buyer in Section 6.5 hereof,
the  foregoing  indemnification  provisions  in this  Article  VI  shall  be the
exclusive  remedy of the Buyer and the Seller with  respect to the  transactions
contemplated by this Agreement.

                                   ARTICLE VII
                                  MISCELLANEOUS

         7.1 No Third-party  Beneficiaries.  This Agreement shall not confer any
rights or remedies  upon any Person other than the parties and their  respective
successors and permitted assigns.

         7.2 Entire Agreement. This Agreement (including the documents  referred
to herein)  constitutes the entire agreement  between the parties and supersedes
any prior  understandings,  agreements,  or  representations  by or between  the
parties,  written or oral,  to the extent they related in any way to the subject
matter hereof. To the extent any provisions of the documents referred to in this
Agreement, or executed in connection with the transactions  contemplated by this
Agreement,  are  inconsistent  with the provisions of this  Agreement,  then the
provisions of this  Agreement  shall  prevail,  both as to the parties and as to
their  respective  affiliates,  and the  parties  shall  take such  steps as are
appropriate to recognize such supremacy of this Agreement.

         7.3 Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties named herein and their respective successors
and permitted  assigns.  No party may assign either this Agreement or any of its
rights,  interests,  or obligations hereunder without the prior written approval
of the other party, which consent shall not be unreasonably withheld;  provided,
however, Seller and Seller Subsidiaries shall have the right to grant a security
interest  or  mortgage  with  respect to, or make any  assignment  for  security
purposes  or pledge of,  Seller's  and Seller  Subsidiaries'  rights  under this
Agreement and any of the Global  Operative  Agreements  and the Local  Operative
Agreements,  to the extent  required by the senior  lending group of Seller as a
condition to granting the consent to the transaction contemplated hereby.

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

         7.5  Headings.  The Section  headings  contained in this  Agreement are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

         7.6  Notices.  All  notices,  requests,   demands,  claims,  and  other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other  communication  hereunder  shall be deemed  duly given if (and then two
business days after) it is

                                       21

<PAGE>

sent by registered or certified mail, return receipt requested, postage prepaid,
and addressed to the intended recipient as set forth below:



                        
         If to the Seller: Bridge Information Systems, Inc.
                           Three World Financial Center
                           New York, New York 10285
                           (212) 372-7195 (fax)
                           Attention:  Zachary Snow,
                                       Executive Vice President and General Counsel

         If to the Buyer:  SAVVIS Communications Corporation
                           717 Office Parkway
                           St. Louis, Missouri 63141
                           (314) 468-7550 (fax)
                           Attention:  Steven M. Gallant,
                                       Vice President and General Counsel




Any party may send any notice,  request,  demand,  claim, or other communication
hereunder  to the  intended  recipient  at the address set forth above using any
other means (including personal delivery,  expedited courier, messenger service,
telecopy,  telex,  ordinary  mail,  or  electronic  mail),  but no such  notice,
request, demand, claim, or other communication shall be deemed to have been duly
given  unless and until it actually is received by the intended  recipient.  Any
party may change the address to which notices,  requests,  demands,  claims, and
other  communications  hereunder  are to be  delivered by giving the other party
notice in the manner herein set forth.

         7.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Missouri without giving effect
to any choice or  conflict  of law  provision  or rule  (whether of the State of
Missouri or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Missouri.

         7.7 Arbitration.

         (a) The  parties  hereby  agree  to  submit  all  disputes  to rules of
arbitration of the American  Arbitration  Association  and the Missouri  Uniform
Arbitration  Act (the "Rules")  under the following  provisions,  which shall be
final and binding upon the parties,  their successors and assigns,  and that the
following  provisions  constitute a binding  arbitration clause under applicable
law. Either party may serve process or notice on the other in any arbitration or
litigation in accordance with the notice  provisions  hereof.  The parties agree
not to  disclose  any  information  regarding  any dispute or the conduct of any
arbitration  hereunder,   including  the  existence  of  such  dispute  or  such
arbitration,   to  any   person  or  entity   other  than  such   employees   or
representatives of such party as have a need to know.

         (b) Either  party may  commence  proceedings  hereunder  by delivery of
written notice  providing a reasonable  description of the dispute to the other,
including a reference to this provision (the "Dispute Notice"). Either party may
initiate  arbitration  of a  dispute  by  delivery  of a  demand  therefor  (the
"Arbitration  Demand") to the other party not sooner than 60 calendar days

                                       22

<PAGE>

after the date of delivery of the Dispute Notice but at any time thereafter. The
arbitration shall be conducted in St. Louis, Missouri.

         (c) The  arbitration  shall  be  conducted  by three  arbitrators  (the
"Arbitrators"),  one of whom shall be selected by Seller,  one by Buyer, and the
third by agreement of the other two not later than 10 days after  appointment of
the first two, or, failing such agreement,  appointed  pursuant to the Rules. If
an  Arbitrator  becomes  unable to  serve,  a  successor  shall be  selected  or
appointed in the same manner in which the predecessor Arbitrator was appointed.

         (d) The arbitration  shall be conducted  pursuant to such procedures as
the parties may agree or, in the absence of or failing such agreement,  pursuant
to the Rules.  Notwithstanding the foregoing, each party shall have the right to
inspect the books and records of the other party that are reasonably  related to
the Dispute, and each party shall provide to the other, reasonably in advance of
any hearing, copies of all documents which such party intends to present in such
hearing and the names and addresses of all witnesses  whose testimony such party
intends to present in such hearing.

         (e) All hearings shall be conducted on an expedited  schedule,  and all
proceedings  shall be  confidential.  Either  party  may at its  expense  make a
stenographic record thereof.

         (f) The  Arbitrators  shall  complete  all  hearings  not later than 90
calendar days after the Arbitrators' selection or appointment,  and shall make a
final award not later than 30 calendar days  thereafter.  The Arbitrators  shall
apportion all costs and expenses of the Arbitration,  including the Arbitrators'
fees and expenses of experts  ("Arbitration  Costs")  between the prevailing and
non-prevailing  parties  as  the  Arbitrators  deem  fair  and  reasonable.   In
circumstances  where a Dispute has been asserted or defended  against on grounds
that the Arbitrators  deem manifestly  unreasonable,  the Arbitrators may assess
all Arbitration  Costs against the  non-prevailing  party and may include in the
award the prevailing party's attorneys' fees and expenses in connection with any
and all proceedings under this Section 7.7.

         (g) Either party may assert  appropriate  statutes of  limitation  as a
defense in  arbitration;  provided,  that upon delivery of a Dispute  Notice any
such statute shall be tolled pending resolution hereunder.

         7.8  Amendments  and Waivers.  No  amendment  of any  provision of this
Agreement  shall be valid  unless the same shall be in writing and signed by the
Buyer and the Seller. No waiver by any party of any default,  misrepresentation,
or breach of warranty or covenant  hereunder,  whether intentional or not, shall
be deemed to extend to any prior or subsequent  default,  misrepresentation,  or
breach of warranty or covenant hereunder or affect in any way any rights arising
by virtue of any prior or subsequent such occurrence.

         7.9  Severability.  Any term or  provision  of this  Agreement  that is
invalid or unenforceable  in any situation in any jurisdiction  shall not affect
the validity or  enforceability  of the remaining terms and provisions hereof or
the validity or  enforceability  of the offending term or provision in any other
situation or in any other jurisdiction.

                                       23

<PAGE>

         7.10 Expenses. Each of the Seller and the Buyer will bear its own costs
and expenses  (including  legal fees and expenses)  incurred in connection  with
this Agreement and the transactions contemplated hereby.

         7.11  Construction.  Any  reference to any federal,  state,  local,  or
foreign  statute  or law  shall  be  deemed  also  to  refer  to all  rules  and
regulations promulgated thereunder,  unless the context requires otherwise.  The
word "including" shall mean including without limitation.

         7.12  Incorporation  of  Exhibits  and  Schedules.   The  Exhibits  and
Schedules  identified in this Agreement are incorporated herein by reference and
made a part hereof.

         7.13 Bulk Transfer  Laws. The Buyer  acknowledges  that the Seller does
not believe that the  provisions of any bulk  transfer laws of any  jurisdiction
are  applicable  to this  transaction  and will not comply with any such laws in
connection with the transactions contemplated by this Agreement.

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

         THIS CONTRACT  CONTAINS A BINDING  ARBITRATION  PROVISION  WHICH MAY BE
ENFORCED BY THE PARTIES.


                                       SAVVIS COMMUNICATIONS
                                       CORPORATION


                                       By:  /s/ Steven M. Gallant
                                           -------------------------------------
                                       Name: Steven M. Gallant
                                       Title: Vice President and General Counsel


                                       BRIDGE INFORMATION SYSTEMS, INC.


                                       By:  /s/ Daryl A. Rhodes
                                           -------------------------------------
                                       Name: Daryl A. Rhodes
                                       Title: Executive Vice President


                                       24

<PAGE>



                                    EXHIBIT A
                           NETWORK SERVICES AGREEMENT

             [This Exhibit A has been filed as a separate document]









                                       25
<PAGE>




                                    EXHIBIT B
                        ADMINISTRATIVE SERVICES AGREEMENT

                        ADMINISTRATIVE SERVICES AGREEMENT


         This  ADMINISTRATIVE  SERVICES AGREEMENT (the "AGREEMENT") is effective
as of ______________, 2000 (the "EFFECTIVE DATE"), between SAVVIS Communications
Corporation,  a Missouri corporation ("SAVVIS"), and Bridge Information Systems,
Inc., a Missouri corporation ("BRIDGE").

                                    RECITALS

         A. Bridge is engaged in the  business of  collecting  and  distributing
various financial, news and other data.

         B. SAVVIS is engaged in the business of providing Internet backbone and
other data transport services.

         C. SAVVIS and certain of its subsidiaries have acquired from Bridge and
certain of its subsidiaries certain assets relating to the provision of Internet
backbone  and other  data  transport  services,  and may in the  future  acquire
additional such assets from Bridge and certain of its subsidiaries, all pursuant
to a Master  Establishment  and Transition  Agreement  between SAVVIS' corporate
parent, SAVVIS Communications  Corporation, a Delaware Corporation,  and Bridge,
of even date herewith (the "MASTER ESTABLISHMENT AND TRANSITION AGREEMENT").

         D. It is an obligation  of the parties  under the Master  Establishment
and Transition  Agreement to cause this Administrative  Services Agreement to be
entered into between  SAVVIS and Bridge,  pursuant to which Bridge shall provide
administrative  services  to SAVVIS  relating  to the assets  acquired by SAVVIS
pursuant to the Master Establishment and Transition Agreement.

         E. Together with this Agreement, the parties hereto are entering into a
Network  Services  Agreement  of  even  date  herewith  (the  "NETWORK  SERVICES
AGREEMENT")  providing for the provision of certain services to Bridge by SAVVIS
and a  Technical  Services  Agreement  of even  date  herewith  (the  "TECHNICAL
SERVICES AGREEMENT"),  providing for the provision of certain services to SAVVIS
by Bridge.  Certain  SAVVIS  Subsidiaries  and certain Bridge  Subsidiaries  are
entering into, and may in the future enter into, Local Transfer  Agreements (the
"LOCAL  TRANSFER  AGREEMENTS"),  Local Network  Services  Agreements (the "LOCAL
NETWORK SERVICES  AGREEMENTS"),  Equipment  Collocation  Permits (the "EQUIPMENT
COLLOCATION PERMITS"),  and Local Administrative Services Agreements (the "LOCAL
ADMINISTRATIVE SERVICES AGREEMENTS").

                                       26

<PAGE>

         NOW,  THEREFORE,  in  consideration  of the  premises,  and the  mutual
covenants  contained  herein and of other good and valuable  consideration,  the
receipt and  adequacy  of which are hereby  acknowledged,  the parties  agree as
follows:



1.       CONTRACT DOCUMENTS AND DEFINITIONS
         1.1.  This  Agreement  shall  consist of this  Administrative  Services
               Agreement by and between SAVVIS and Bridge, including all addenda
               to this  Agreement  entered  into in the manner set forth  herein
               (each  an  "ADDENDUM"  and  collectively  the  "ADDENDA").   This
               Agreement  shall  be  interpreted   wherever  possible  to  avoid
               conflicts  between  the  Sections  hereof  and  the  Attachments,
               provided  that if such a conflict  shall arise,  the  Attachments
               shall control.

         1.2.  Whenever  it is  provided  in this  Agreement  for a matter to be
               mutually  agreed upon by the parties and set forth in an Addendum
               to this  Agreement,  either  party may  initiate  the  process of
               determining  such  matter by  submitting  a  proposed  outline or
               contents of such  Addendum to the other  party.  Each party shall
               appoint  a  primary  contact  and a  secondary  contact  for  the
               completion of such Addendum,  who shall be the contact points for
               every issue concerning such Addendum and who shall be informed of
               the  progress of the project.  The names of the contacts  will be
               exchanged  in writing by the  parties.  Using the  contacts,  the
               parties shall work together in good faith with such  diligence as
               shall be  commercially  reasonable  under  the  circumstances  to
               complete such  Addendum,  provided,  however,  that neither party
               shall be  obligated  to enter  into  such an  Addendum.  Upon the
               completion of such  Addendum,  it shall be set forth in a written
               document  and  executed by the parties and shall become a part of
               this Agreement and shall be deemed to be  incorporated  herein by
               reference.

         1.3.  Whenever  used in this  Agreement,  the words and phrases  listed
               below shall have the meanings given below,  and all defined terms
               shall  include  the  plural  as  well  as  the  singular.  Unless
               otherwise  stated,  the  words  "herein",  "hereunder"  and other
               similar  words  refer to this  Agreement  as a whole and not to a
               particular Section or other subdivision. The words "included" and
               "including" shall not be construed as terms of limitation.

               "AFFILIATE"  has the  meaning  set  forth  in Rule  12b-2  of the
               regulations  promulgated  under the  Securities  Exchange  Act of
               1934, as amended.

               "AGREEMENT  YEAR" shall mean a period of 12 months  beginning  on
               the Effective Date and each subsequent anniversary thereof.

               "BRIDGE"  means  Bridge  Information  Systems,  Inc.,  a Missouri
               corporation.

               "BRIDGE  SUBSIDIARIES"  has  the  meaning  assigned  to the  term
               "Seller  Subsidiaries" in the Master  Establishment  and Transfer
               Agreement.

               "CONFIDENTIAL  INFORMATION" means all information  concerning the
               business of Bridge, SAVVIS or any third party doing business with
               either of them that may

                                       27

<PAGE>


               be  obtained  from any  source  (i) by  Bridge  by  virtue of its
               performance  under this  Agreement or (ii) by SAVVIS by virtue of
               its use of the Services.  Such information shall also include the
               terms of this Agreement (and  negotiations and proposals from one
               party to the other related directly thereto), network designs and
               design  recommendations,  tools and programs,  pricing,  methods,
               processes,  financial  data,  software,  research,   development,
               strategic  plans or  related  information.  All such  information
               disclosed  prior to the execution of this Agreement shall also be
               considered   Confidential   Information   for  purposes  of  this
               Agreement. Confidential Information shall not include information
               that:

                     (a)  is already  rightfully known to the receiving party at
                          the time it is obtained  by such party,  free from any
                          obligation to keep such information confidential; or

                     (b)  is or becomes  publicly  known through no wrongful act
                          of the receiving party; or

                     (c)  is rightfully  received by the receiving  party from a
                          third party without  restriction and without breach of
                          this Agreement.

               "EFFECTIVE DATE" means the date set forth in the Preamble of this
               Agreement.

               "INITIAL TERM" shall mean a period of three consecutive Agreement
               Years beginning on the Effective Date.

               "SAVVIS"  means  SAVVIS  Communications  Corporation,  a Missouri
               corporation.

               "SAVVIS SUBSIDIARIES" has the meaning assigned to the term "Buyer
               Subsidiaries" in the Master Establishment and Transfer Agreement.

               "SERVICES"  means  the  services  provided  by  Bridge  to SAVVIS
               hereunder.

2.       THE SERVICES
         2.1.  Bridge   agrees  to  provide  to  SAVVIS   some  or  all  of  the
               administrative services listed on Schedule 2.1 hereto which shall
               be referred to in this Agreement  collectively  as the "SERVICES"
               and individually as a "SERVICE."

         2.2.  From time to time during the term of this  Agreement,  SAVVIS may
               terminate one or more Services being provided by Bridge hereunder
               by giving  Bridge  written  notice at least 30 days  prior to the
               effective date of such  termination,  with no liability to Bridge
               other than for charges  (less any  applicable  credits)  for such
               Service provided prior to the effective date of such termination.
               Any other  changes to the  Services  shall be provided  for in an
               Addendum  mutually  agreed  upon by the parties in the manner set
               forth in Section 1.2 hereof.

                                      28

<PAGE>

         2.3   SAVVIS shall grant to Bridge such  special  powers of attorney as
               are requested by Bridge and as are necessary for Bridge to act on
               behalf  of SAVVIS  in  matters  relating  to  performance  of the
               Services.

         2.4   In addition to the Services provided under this Agreement,  it is
               expected that additional administrative services will be provided
               under  the  separate  Local  Administrative  Services  Agreements
               between   certain   SAVVIS   Subsidiaries   and  certain   Bridge
               Subsidiaries,  substantially  in the form of  Exhibit A  attached
               hereto.  Services  provided under each such Local  Administrative
               Services Agreement shall be billed locally, in local currency.

3.       RATES AND CHARGES
         SAVVIS shall pay Bridge for the Services at rates to be mutually agreed
         by the parties;  provided,  however,  that such rates shall be based on
         the cost to Bridge of providing  the Services to SAVVIS,  except to the
         extent  contrary  to local law.  The  mutually  agreed  rates  shall be
         addressed by the parties in the manner set forth in Section 1.2. If the
         parties are not able to agree,  such  matter  shall be  submissable  to
         arbitration pursuant to the procedures in Section 13.

4.       INVOICES
         4.1.  The amounts due to Bridge from SAVVIS for the  Services  shall be
               billed monthly in arrears.  All items on invoices not the subject
               of a bona  fide  dispute  shall be  payable  by  SAVVIS in United
               States  currency  within 30 days from the date of  receipt of the
               invoice.  All  amounts  not in dispute  are  subject to  interest
               charges of 1-1/2  percent  that will accrue  daily on all amounts
               not paid within 30 days of the date of receipt of the invoice.

         4.2.  SAVVIS shall pay any sales,  use,  value added,  federal  excise,
               utility, gross receipts, state and local surcharges,  and similar
               taxes,  charges or levies lawfully  levied by a duly  constituted
               taxing   authority   against  or  upon  the   Services.   In  the
               alternative,  SAVVIS  shall  provide  Bridge  with a  certificate
               evidencing  SAVVIS'  exemption  from payment of or liability  for
               such taxes.  As part of the Services,  Bridge will administer the
               payment of SAVVIS'  payroll taxes.  SAVVIS will reimburse  Bridge
               for such  payroll  taxes as invoiced  under this  Agreement.  All
               other taxes, charges or levies related to the Services, including
               any income,  franchise,  privilege, or occupation taxes of Bridge
               shall  be  paid  by  Bridge.  Except  as  otherwise  specifically
               addressed in this Agreement or Addenda  hereto,  each party shall
               pay its own taxes.

         4.3.  Bona fide disputes  concerning  invoices shall be referred to the
               parties' respective Contract Managers for resolution.  Any amount
               to which  SAVVIS is entitled as a result of the  resolution  of a
               billing  dispute shall be credited  promptly to SAVVIS'  account.
               Any  amount  to which  Bridge  is  entitled  as a  result  of the
               resolution of a billing dispute shall be paid promptly to Bridge.

                                       29

<PAGE>

5.       TERM AND EXTENSIONS
         5.1.    The  initial  term of this  Agreement  shall  be  three  years,
                 commencing on the Effective  Date,  and shall  continue in full
                 force  and  effect   unless   terminated  in  accord  with  the
                 provisions hereof.

         5.2.    The  term of this  Agreement  shall  automatically  extend  for
                 consecutive  one-year  periods  unless  either  party gives the
                 other party advance  written  notice of such party's intent not
                 to extend not less than 60 days before the scheduled expiration
                 of the then current term.

6.       TERMINATION BY BRIDGE
         Bridge shall have the right to terminate this Agreement if:

                 (a) SAVVIS  has  failed  to pay  any  invoice  that  is not the
                     subject of a bona fide  dispute  within 30 days of the date
                     on which such payment is due and Bridge has provided SAVVIS
                     with written  notice  thereof,  provided  that SAVVIS shall
                     have 10 days from the time it  receives  such  notice  from
                     Bridge of nonpayment to cure any such default;

                 (b) Bridge  provides  10 days  written  notice of its intent to
                     terminate in the event that SAVVIS has failed to perform or
                     comply with or has violated  any  material  representation,
                     warranty,  term,  condition or  obligation  of SAVVIS under
                     this Agreement,  and SAVVIS has failed to cure such failure
                     or violation  within 60 days after receiving notice thereof
                     from Bridge; or

                 (c) SAVVIS  becomes the subject of a voluntary  or  involuntary
                     bankruptcy,   insolvency,   reorganization  or  liquidation
                     proceeding,   makes  an  assignment   for  the  benefit  of
                     creditors,  admits in writing  its  inability  to pay debts
                     when due.

7.       CONTRACT MANAGERS
         7.1.    CONTRACT MANAGER. SAVVIS shall assign a representative to serve
                 as Bridge's  point-of-contact  for all matters  concerning  its
                 performance under this Agreement.

         7.2.    CONTRACT MANAGER. Bridge shall assign a representative to serve
                 as SAVVIS'  point-of-contact  for all  matters  concerning  its
                 performance under this Agreement.

8.       RIGHTS AND OBLIGATIONS OF BRIDGE
         8.1.    PROVISION OF THE SERVICES. Bridge shall provide the Services at
                 Bridge facilities.

         8.2.    INSURANCE.

         8.2.1.  At all times  during the term of this  Agreement,  Bridge shall
                 maintain  for  itself,  its  officers,  employees,  agents  and
                 representatives  insurance as shall be mutually  agreed upon by
                 the parties and set forth in an Addendum to this  Agreement  in
                 the manner set forth herein.

                                       30

<PAGE>


         8.2.2.  Bridge  shall   furnish  to  SAVVIS,   upon  written   request,
                 certificates  of insurance or other  appropriate  documentation
                 (including  evidence of renewal of  insurance)  evidencing  the
                 insurance  coverage  referenced  above,  naming  SAVVIS  as  an
                 additional  insured.  Such certificates or other  documentation
                 shall include a proviso  whereby 15 days prior  written  notice
                 shall be provided to SAVVIS prior to coverage  cancellation  or
                 other  material  alteration by either Bridge or the  applicable
                 insurer.  Such  cancellation or material  alteration  shall not
                 relieve  Bridge  of  its  continuing   obligation  to  maintain
                 insurance coverage in accordance with this Section.

         8.2.3.  In lieu of all or part of the insurance  coverage  specified in
                 this  Section,  Bridge  may  self-insure  with  respect  to any
                 insurance coverage, except where expressly prohibited by law.

8.3.     REPRESENTATIONS AND WARRANTIES.

         8.3.1.  Bridge  hereby  warrants  that the Services will be provided in
                 accordance with good business management  practices and that it
                 will use the same care in  rendering  the Services to SAVVIS as
                 Bridge uses in rendering such services to itself.

         8.3.2.  THE FOREGOING  WARRANTIES ARE IN LIEU OF ALL OTHER  WARRANTIES,
                 EXPRESS  OR  IMPLIED,  INCLUDING  WITH  RESPECT  TO  ANY  GOODS
                 PROVIDED  INCIDENT TO THE SERVICES,  THE IMPLIED  WARRANTIES OF
                 MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9.       LIMITATIONS OF LIABILITY
         9.1.    Neither  party  shall be  liable  to the  other  for  indirect,
                 incidental,  consequential,   exemplary,  reliance  or  special
                 damages, including damages for lost profits,  regardless of the
                 form of action whether in contract, indemnity, warranty, strict
                 liability  or  tort,  including  negligence  of any  kind  with
                 respect to the Services or other conduct under this Agreement.

         9.2.    Nothing  contained in this Section  shall limit either  party's
                 liability   to  the  other  for  (a)  willful  or   intentional
                 misconduct,  or (b) injury or death, or damage to tangible real
                 or  tangible  personal   property  or  the  environment,   when
                 proximately caused by SAVVIS' or Bridge's negligence or that of
                 their respective agents, subcontractors or employees.

10.      PROPRIETARY RIGHTS; LICENSE
         10.1.   Bridge   hereby   grants   to   SAVVIS  a   non-exclusive   and
                 non-transferable  license to use all  programming  and software
                 necessary  for  SAVVIS to use the  Services.  Such  license  is
                 granted for the term of this  Agreement for the sole purpose of
                 enabling SAVVIS to use the Services.

                                       31

<PAGE>

         10.2.   All title and property rights (including  intellectual property
                 rights)  to  Services  (including  associated  programming  and
                 software)  are and shall remain with  Bridge.  SAVVIS shall not
                 attempt to examine,  copy, alter, reverse engineer,  decompile,
                 disassemble,  tamper with or  otherwise  misuse such  Services,
                 programming and software.

11.      CONFIDENTIALITY
         11.1.   During  the term of this  Agreement  and for a  period  of five
                 years from the date of its expiration or termination (including
                 all  extensions  thereof),  each party  agrees to  maintain  in
                 strict confidence all Confidential  Information.  Neither party
                 shall,  without prior written  consent of the other party,  use
                 the other  party's  Confidential  Information  for any  purpose
                 other than for the  performance of its duties and  obligations,
                 and the  exercise of its  rights,  under this  Agreement.  Each
                 party shall use, and shall cause all  authorized  recipients of
                 the other  party's  Confidential  Information  to use, the same
                 degree  of care  to  protect  the  other  party's  Confidential
                 Information  as  it  uses  to  protect  its  own   Confidential
                 Information, but in any event not less than a reasonable degree
                 of care.

         11.2.   Notwithstanding  Section  11.1,  either  party may disclose the
                 Confidential  Information  of  the  other  party  to:  (a)  its
                 employees  and the  employees,  directors  and  officers of its
                 Affiliates  as  necessary  to  implement  this  Agreement;  (b)
                 employees, agents or representatives of the other party; or (c)
                 other  persons  (including  counsel,  consultants,  lessors  or
                 managers of facilities or equipment used by such party) in need
                 of access to such information for purposes specifically related
                 to  either  party's   responsibilities  under  this  Agreement,
                 provided that any disclosure of Confidential  Information under
                 clause (c) shall be made only upon prior  written  approval  of
                 the other party and subject to the appropriate  assurances that
                 the  recipient  of such  information  shall  hold it in  strict
                 confidence.

         11.3.   Upon the  request  of the party  having  proprietary  rights to
                 Confidential  Information,  the  party  in  possession  of such
                 information  shall  promptly  return it (including  any copies,
                 extracts and  summaries  thereof,  in whatever  form and medium
                 recorded) to the  requesting  party or, with the other  party's
                 written  consent,  shall  promptly  destroy it and  provide the
                 other party with written certification of such destruction.

         11.4.   Either  party may request in writing that the other party waive
                 all or any portion of the requesting  party's  responsibilities
                 relative to the other party's  Confidential  Information.  Such
                 waiver request shall identify the affected  information and the
                 nature of the  proposed  waiver.  The  recipient of the request
                 shall respond  within a reasonable  time and, if it determines,
                 in its sole discretion,  to grant the requested waiver, it will
                 do so in writing over the  signature of an employee  authorized
                 to grant such request.

         11.5.   Bridge  and  SAVVIS   acknowledge   that  any   disclosure   or
                 misappropriation  of  Confidential  Information in violation of
                 this  Agreement  could cause  irreparable

                                       32

<PAGE>

                 harm,  the amount of which may be difficult to determine,  thus
                 potentially making any remedy at law or in damages  inadequate.
                 Each party,  therefore,  agrees that the other party shall have
                 the right to apply to any court of competent  jurisdiction  for
                 an order  restraining  any breach or threatened  breach of this
                 Section and for any other appropriate  relief. This right shall
                 be in addition to any other remedy available in law or equity.

         11.6.   A party  requested or ordered by a court or other  governmental
                 authority of competent jurisdiction to disclose another party's
                 Confidential  Information  shall  notify  the  other  party  in
                 advance of any such  disclosure  and,  absent the other party's
                 consent to such disclosure,  use its reasonable best efforts to
                 resist,  and to  assist  the  other  party in  resisting,  such
                 disclosure.  A party  providing  another  party's  Confidential
                 Information to a court or other  governmental  authority  shall
                 use its reasonable best efforts to obtain a protective order or
                 comparable  assurance  that  the  Confidential  Information  so
                 provided will be held in confidence  and not further  disclosed
                 to any other person, absent the owner's prior consent.

         11.7.   The  provisions  of  Section  11.1  above  shall  not  apply to
                 reasonably  necessary  disclosures  in  or in  connection  with
                 filings  under  any  securities  laws,  regulatory  filings  or
                 proceedings,  financial  disclosures  which in the  good  faith
                 judgment  of  the   disclosing   party  are  required  by  law,
                 disclosures   required  by  court  or  tribunal  or   competent
                 jurisdiction,  or disclosures that may be reasonably  necessary
                 in  connection  with the  performance  or  enforcement  of this
                 Agreement or any of the obligations hereof; provided,  however,
                 that if the  receiving  party  would  otherwise  be required to
                 refer to or describe any aspect of this Agreement in any of the
                 preceding  circumstances,  the  receiving  party  shall use its
                 reasonable  efforts to take such steps as are  available  under
                 such circumstances (such as by providing a summary or synopsis)
                 to avoid  disclosure of the financial  terms and  conditions of
                 this   Agreement.   Notwithstanding   any  provisions  of  this
                 Agreement to the contrary,  either party may disclose the terms
                 and  conditions  of  this  Agreement  in  the  course  of a due
                 diligence  review performed in connection with prospective debt
                 financing or equity investment by, or a sale to, a third party,
                 so long as the persons  conducting  such due  diligence  review
                 have agreed to maintain the  confidentiality of such disclosure
                 and not to use such  disclosure  for any purpose other such due
                 diligence review.

12.      INDEMNIFICATIONS
         12.1.   SAVVIS shall indemnify,  defend, and hold Bridge (including any
                 of its  directors,  officers,  employees,  agents  or  assigns)
                 harmless  from any claims,  actions or suits to the extent that
                 such claim or action arises from  Bridge's  provision to SAVVIS
                 of the  Services  and to the extent that such claim,  action or
                 suit does not arise from the gross  negligence  or  intentional
                 misconduct of Bridge. SAVVIS may settle, or otherwise manage at
                 its own cost and  expense  any such  claims,  actions or suits.
                 Bridge  shall  notify  SAVVIS  promptly  in writing of any such
                 claim,  action or suit and  shall  cooperate  with  SAVVIS in a
                 reasonable way to facilitate the settlement or defense thereof.

                                       33

<PAGE>

         12.2.   Bridge shall indemnify,  defend, and hold SAVVIS (including any
                 of its  directors,  officers,  employees,  agents  or  assigns)
                 harmless  from any claims,  actions or suits to the extent that
                 such claim or action arises from Bridge's  gross  negligence or
                 intentional  misconduct  in  the  provision  to  SAVVIS  of the
                 Services,  unless such  claim,  action or suit also arises from
                 the gross  negligence  or  intentional  misconduct  of  SAVVIS.
                 Bridge  may  settle,  or  otherwise  manage at its own cost and
                 expense any such claims,  actions or suits. SAVVIS shall notify
                 Bridge  promptly in writing of any such  claim,  action or suit
                 and  shall  cooperate  with  Bridge  in  a  reasonable  way  to
                 facilitate the settlement or defense thereof.

13.      DISPUTES
         13.1.   Resolution  of  any  and  all  disputes   arising  from  or  in
                 connection  with this  Agreement,  whether  based on  contract,
                 tort,   statute   or   otherwise,   including   disputes   over
                 arbitrability  and disputes in connection  with claims by third
                 persons  ("DISPUTES")  shall  be  exclusively  governed  by and
                 settled in accordance  with the  provisions of this Section 13.
                 The   foregoing   shall  not  preclude   recourse  to  judicial
                 proceedings to obtain injunctive,  emergency or other equitable
                 relief to enforce the provisions of this  Agreement,  including
                 specific performance, and to decide such issues as are required
                 to be resolved  in  determining  whether to grant such  relief.
                 Resolution  of Disputes with respect to claims by third persons
                 shall be deferred until any judicial  proceedings  with respect
                 thereto are concluded.

         13.2.   The  parties  hereby  agree to submit all  Disputes to rules of
                 arbitration  of the American  Arbitration  Association  and the
                 Missouri  Uniform  Arbitration  Act  (the  "RULES")  under  the
                 following provisions, which shall be final and binding upon the
                 parties,  their successors and assigns,  and that the following
                 provisions   constitute  a  binding  arbitration  clause  under
                 applicable law. Either party may serve process or notice on the
                 other in any  arbitration or litigation in accordance  with the
                 notice provisions hereof. The parties agree not to disclose any
                 information  regarding  any  Dispute  or  the  conduct  of  any
                 arbitration hereunder,  including the existence of such Dispute
                 or such  arbitration,  to any person or entity  other than such
                 employees  or  representatives  of such party as have a need to
                 know.

         13.3.   Either party may commence proceedings  hereunder by delivery of
                 written  notice  providing  a  reasonable  description  of  the
                 Dispute to the other,  including a reference to this  provision
                 (the "DISPUTE NOTICE").  Either party may initiate  arbitration
                 of a Dispute by delivery of a demand therefor (the "ARBITRATION
                 DEMAND") to the other  party not sooner  than 60 calendar  days
                 after the date of  delivery  of the  Dispute  Notice but at any
                 time  thereafter.  The  arbitration  shall be  conducted in St.
                 Louis, Missouri.

         13.4.   The arbitration  shall be conducted by three  arbitrators  (the
                 "ARBITRATORS"), one of whom shall be selected by Bridge, one by
                 SAVVIS,  and the third by  agreement of the other two not later
                 than 10 days after  appointment  of the first two, or,  failing
                 such  agreement,   appointed  pursuant  to  the  Rules.  If  an
                 Arbitrator  becomes  unable  to  serve,  a  successor  shall be
                 selected  or   appointed  in  the  same  manner  in  which  the
                 predecessor Arbitrator was appointed.

                                       34

<PAGE>


         13.5.   The arbitration shall be conducted  pursuant to such procedures
                 as the parties may agree or, in the absence of or failing  such
                 agreement,   pursuant   to  the  Rules.   Notwithstanding   the
                 foregoing, each party shall have the right to inspect the books
                 and records of the other party that are  reasonably  related to
                 the  Dispute,  and  each  party  shall  provide  to the  other,
                 reasonably  in advance of any hearing,  copies of all documents
                 which such party  intends  to present in such  hearing  and the
                 names and addresses of all witnesses whose testimony such party
                 intends to present in such hearing.

         13.6.   All hearings shall be conducted on an expedited  schedule,  and
                 all proceedings shall be confidential.  Either party may at its
                 expense make a stenographic record thereof.

         13.7.   The  Arbitrators  shall complete all hearings not later than 90
                 calendar days after the Arbitrators'  selection or appointment,
                 and shall make a final  award not later than 30  calendar  days
                 thereafter.  The  Arbitrators  shall  apportion  all  costs and
                 expenses of the Arbitration,  including the  Arbitrators'  fees
                 and  expenses  of experts  ("ARBITRATION  COSTS")  between  the
                 prevailing and  non-prevailing  parties as the Arbitrators deem
                 fair and reasonable.  In circumstances where a Dispute has been
                 asserted or defended  against on grounds  that the  Arbitrators
                 deem  manifestly  unreasonable,  the Arbitrators may assess all
                 Arbitration  Costs  against  the  non-prevailing  party and may
                 include in the award the prevailing party's attorneys' fees and
                 expenses in connection with any and all proceedings  under this
                 Section 13.

         13.8.   Either party may assert appropriate statutes of limitation as a
                 defense  in  arbitration;  provided,  that upon  delivery  of a
                 Dispute  Notice  any  such  statute  shall  be  tolled  pending
                 resolution hereunder.

         13.9.   Pending the  resolution of any dispute or  controversy  arising
                 under this  Agreement,  the parties  shall  continue to perform
                 their respective  obligations  hereunder,  and Bridge shall not
                 discontinue,  disconnect  or in  any  other  fashion  cease  to
                 provide  all or any  substantial  portion  of the  Services  to
                 SAVVIS unless otherwise directed by SAVVIS.  This Section shall
                 not apply where SAVVIS is in default under this Agreement.

14.      FORCE MAJEURE
         14.1.   In no event shall  either  party be liable to the other for any
                 failure  to  perform  hereunder  that  is  due to  war,  riots,
                 embargoes,  strikes or other concerted acts of workers (whether
                 of a party hereto or of others), casualties, accidents or other
                 causes to the extent  that such  failure  and the  consequences
                 thereof are reasonably beyond the control and without the fault
                 or negligence of the party claiming  excuse.  Each party shall,
                 with the cooperation of the other party, use reasonable efforts
                 to  mitigate  the  extent of any  failure  to  perform  and the
                 adverse consequences thereof.

         14.2.   If Bridge cannot promptly  provide a suitable  temporary Bridge
                 alternative  to  a  Service   subject  to  an  interruption  in
                 connection  with the  existence or a force  majeure  condition,
                 SAVVIS  may, at its option and at its own cost,  contract  with

                                       35

<PAGE>

                 one or more third parties for any or all affected  Services for
                 the shortest commercially  available period likely to cover the
                 reasonably  expected  duration  of the  Interruption,  and  may
                 suspend  Bridge's  provision of such  Services for such period.
                 Bridge shall not charge SAVVIS for any Services thus  suspended
                 during the period of suspension.  Bridge shall resume provision
                 of the suspended  Services upon the later of the termination or
                 expiration  of  SAVVIS'  legally  binding   commitments   under
                 contracts  with third parties for  alternative  services or the
                 cessation or remedy of the force majeure condition.

         14.3.   In the event that a force majeure  condition shall continue for
                 more than 60 days, SAVVIS may cancel the affected Services with
                 no further liability to Bridge other than for Services received
                 by  SAVVIS  prior  to  the  occurrence  of  the  force  majeure
                 condition.

15.      GENERAL PROVISIONS
         15.1.   NO THIRD-PARTY  BENEFICIARIES.  This Agreement shall not confer
                 any rights or remedies upon any person or entity other than the
                 parties and their respective successors and permitted assigns.

         15.2.   ENTIRE  AGREEMENT.  This  Agreement  (including  the  documents
                 referred to herein)  constitutes the entire  agreement  between
                 the   parties   and   supersedes   any  prior   understandings,
                 agreements,  or  representations  by or  between  the  parties,
                 written or oral,  to the extent they  related in any way to the
                 subject matter hereof.

         15.3.   SUCCESSION AND ASSIGNMENT. This Agreement shall be binding upon
                 and inure to the benefit of the parties  named herein and their
                 respective  successors  and  permitted  assigns.  No party  may
                 assign either this  Agreement or any of its rights,  interests,
                 or obligations  hereunder without the prior written approval of
                 the  other  party,  which  consent  shall  not be  unreasonably
                 withheld.

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

         15.5.   HEADINGS.  The Section headings contained in this Agreement are
                 inserted for  convenience  only and shall not affect in any way
                 the meaning or interpretation of this Agreement.

         15.6.   NOTICES.  All notices,  requests,  demands,  claims,  and other
                 communications  hereunder  will  be  in  writing.  Any  notice,
                 request,  demand, claim, or other communication hereunder shall
                 be deemed duly given if (and then two  business  days after) it
                 is  sent  by  registered  or  certified  mail,  return  receipt
                 requested,  postage  prepaid,  and  addressed  to the  intended
                 recipient as set forth below:

                                       36

<PAGE>

                 If to Bridge:    Bridge Information Systems, Inc.
                                  Three World Financial Center
                                  New York, New York 10285
                                  (212) 372-7195 (fax)
                                  Attention: Zachary Snow,
                                  Executive Vice President and General Counsel

                 If to SAVVIS:    SAVVIS Communications Corporation
                                  717 Office Parkway
                                  St. Louis, Missouri 63141
                                  (314) 468-7550 (fax)
                                  Attention:  Steven M. Gallant,
                                  Vice President and General Counsel

                 Any party may send  any  notice,  request,  demand,  claim,  or
                 other communication  hereunder to the intended recipient at the
                 address  set forth   above  using any  other  means  (including
                 personal  delivery,    expedited  courier,  messenger  service,
                 telecopy,  telex,  ordinary  mail, or electronic  mail), but no
                 such notice,  request,  demand,  claim, or other  communication
                 shall be deemed to have been duly  given  unless  and  until it
                 actually is received by the intended recipient.  Any  party may
                 change  the  address  to  which  notices,  requests,   demands,
                 claims, and other communications hereunder are to be  delivered
                 by giving  the other  party  notice in the  manner  herein  set
                 forth.

         15.7.   GOVERNING  LAW.  This  Agreement   shall  be  governed  by  and
                 construed in accordance  with the domestic laws of the State of
                 Missouri without giving effect to any choice or conflict of law
                 provision  or rule  (whether  of the State of  Missouri  or any
                 other  jurisdiction)  that would cause the  application  of the
                 laws of any jurisdiction other than the State of Missouri.

         15.8.   AMENDMENTS  AND WAIVERS.  No amendment of any provision of this
                 Agreement  shall be valid  unless  the same shall be in writing
                 and signed by SAVVIS and Bridge.  No waiver by any party of any
                 default,  misrepresentation,  or breach of warranty or covenant
                 hereunder,  whether  intentional  or not,  shall be  deemed  to
                 extend to any prior or subsequent  default,  misrepresentation,
                 or breach of warranty or  covenant  hereunder  or affect in any
                 way any  rights  arising  by virtue of any prior or  subsequent
                 such occurrence.

         15.9.   SEVERABILITY.  Any term or provision of this  Agreement that is
                 invalid or  unenforceable  in any situation in any jurisdiction
                 shall  not  affect  the  validity  or   enforceability  of  the
                 remaining  terms  and  provisions  hereof  or the  validity  or
                 enforceability  of the offending term or provision in any other
                 situation or in any other jurisdiction.

         15.10.  EXPENSES.  Each  party  will bear its own  costs  and  expenses
                 (including legal fees and expenses) incurred in connection with
                 this Agreement and the transactions contemplated hereby.

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<PAGE>


         15.11.  CONSTRUCTION.  Any reference to any federal,  state,  local, or
                 foreign  statute  or law shall be  deemed  also to refer to all
                 rules  and  regulations  promulgated  thereunder,   unless  the
                 context requires  otherwise.  The word  "including"  shall mean
                 including without limitation.

         15.12.  ADDENDA AND SCHEDULES.  The Addenda and Schedules identified in
                 this Agreement are incorporated  herein by reference and made a
                 part hereof.

         IN WITNESS WHEREOF,  the parties hereto have caused this Administrative
Services Agreement to be executed as of the date first above written.

         THIS CONTRACT  CONTAINS A BINDING  ARBITRATION  PROVISION  WHICH MAY BE
ENFORCED BY THE PARTIES.


                                       SAVVIS COMMUNICATIONS CORPORATION

                                       By
                                          --------------------------------------
                                       Name: Steven M. Gallant
                                       Title: Vice President and General Counsel

                                       BRIDGE INFORMATION SYSTEMS, INC.

                                       By
                                          --------------------------------------
                                       Name: Daryl A. Rhodes
                                       Title: Executive Vice President


                                       38

<PAGE>

                SCHEDULE 2.1 TO ADMINISTRATIVE SERVICE AGREEMENT

                          ADMINISTRATIVE SERVICES TO BE
                          PROVIDED BY BRIDGE TO SAVVIS

Service to be provided

Facility rental & operation

Equipment maintenance

Risk management services

Tax planning administration

Tax compliance

Treasury management

Financial planning

Human resource services

Payroll administration

Accounting, bookkeeping,
financial statement preparation

Procurement

PC support

LAN and WAN support

IT planning, installation and
support

Travel  expenses  (directly on behalf of
SAVVIS)


                                       39

<PAGE>



                 EXHIBIT A TO ADMINISTRATIVE SERVICES AGREEMENT

                 FORM OF LOCAL ADMINISTRATIVE SERVICES AGREEMENT


         This LOCAL  ADMINISTRATIVE  SERVICES  AGREEMENT  (the  "AGREEMENT")  is
effective as of  ______________,  2000 (the  "EFFECTIVE  DATE"),  between [local
SAVVIS entity], a company organized under the laws of [country] ("SAVVIS"),  and
[local Bridge/Telerate  entity], a company organized under the laws of [country]
("PROVIDER").

                                    RECITALS

         A. Provider is engaged in the business of collecting  and  distributing
various financial, news and other data in [country] (the "JURISDICTION").


         B. SAVVIS is engaged in the business of providing Internet backbone and
other data transport services in the Jurisdiction.

         C. SAVVIS Parent and Bridge Parent have entered into an  Administrative
Services    Agreement,    of   even   date   herewith    (the    "ADMINISTRATIVE
SERVICES AGREEMENT") for the  provision  and  receipt of similar  services  on a
world-wide  basis at the parent level as are being  provided and received by the
parties to this Agreement within the Jurisdiction.

         D.  Together with this  Agreement,  the SAVVIS is entering into certain
other  agreements  with  Provider,  or Affiliates of Provider,  related to their
operations in the Jurisdiction,  including Local Transfer Agreements,  Equipment
Collocation Permits, and Local Network Services Agreements.

         NOW,  THEREFORE,  in  consideration  of the  premises,  and the  mutual
covenants  contained  herein and of other good and valuable  consideration,  the
receipt and  adequacy  of which are hereby  acknowledged,  the parties  agree as
follows:

1.       CONTRACT DOCUMENTS AND DEFINITIONS

         1.1.   This  Agreement  shall  consist  of  this  Local  Administrative
                Services Agreement by and between SAVVIS and Provider, including
                all  addenda to this  Agreement  entered  into in the manner set
                forth  herein  (each  an   "ADDENDUM"   and   collectively   the
                "ADDENDA").   This  Agreement  shall  be  interpreted   wherever
                possible to avoid conflicts  between the Sections hereof and the
                Attachments,  provided that if such a conflict shall arise,  the
                Attachments shall control.

         1.2.   Whenever  it is provided  in this  Agreement  for a matter to be
                mutually agreed upon by the parties and set forth in an Addendum
                to this  Agreement,  either  party may  initiate  the process of
                determining  such  matter by  submitting  a proposed  outline or
                contents of such  Addendum to the other party.  Each party shall
                appoint  a  primary  contact  and a  secondary  contact  for the
                completion of such Addendum, who shall be the contact points for
                every issue  concerning  such Addendum and

                                       40

<PAGE>

                who shall be informed of the progress of the project.  The names
                of the  contacts  will be  exchanged  in writing by the parties.
                Using the  contacts,  the  parties  shall work  together in good
                faith with such  diligence as shall be  commercially  reasonable
                under the  circumstances  to complete such  Addendum,  provided,
                however,  that  neither  party shall be  obligated to enter into
                such an Addendum. Upon the completion of such Addendum, it shall
                be set forth in a written  document  and executed by the parties
                and shall become a part of this Agreement and shall be deemed to
                be incorporated herein by reference.

         1.3.   Whenever used in this  Agreement,  the words and phrases  listed
                below shall have the meanings given below, and all defined terms
                shall  include  the  plural  as  well  as the  singular.  Unless
                otherwise  stated,  the words  "herein",  "hereunder"  and other
                similar  words refer to this  Agreement  as a whole and not to a
                particular  Section or other  subdivision.  The words "included"
                and "including" shall not be construed as terms of limitation.

                "AFFILIATE"  has the  meaning  set  forth  in Rule  12b-2 of the
                regulations  promulgated  under the  Securities  Exchange Act of
                1934, as amended.

                "AGREEMENT  YEAR" shall mean a period of 12 months  beginning on
                the Effective Date and each subsequent anniversary thereof.

                "BRIDGE  PARENT"  means  Bridge  Information  Systems,  Inc.,  a
                Missouri corporation.

                "CONFIDENTIAL  INFORMATION" means all information concerning the
                business of Provider,  SAVVIS or any third party doing  business
                with either of them that may be obtained  from any source (i) by
                Provider by virtue of its  performance  under this  Agreement or
                (ii)  by  SAVVIS  by  virtue  of its use of the  Services.  Such
                information  shall also include the terms of this Agreement (and
                negotiations  and proposals  from one party to the other related
                directly thereto),  network designs and design  recommendations,
                tools and programs, pricing, methods, processes, financial data,
                software,  research,  development,  strategic  plans or  related
                information.   All  such  information  disclosed  prior  to  the
                execution   of  this   Agreement   shall   also  be   considered
                Confidential   Information   for  purposes  of  this  Agreement.
                Confidential Information shall not include information that:

                     (a)   is already rightfully known to the receiving party at
                           the time it is obtained by such party,  free from any
                           obligation to keep such information confidential; or

                     (b)   is or becomes  publicly known through no wrongful act
                           of the receiving party; or

                     (c)   is rightfully  received by the receiving party from a
                           third party without restriction and without breach of
                           this Agreement.

                                       41

<PAGE>

                "EFFECTIVE  DATE"  means the date set forth in the  Preamble  of
                this Agreement.

                "INITIAL TERM" has the meaning set forth in Section 5.1 below.

                "PROVIDER"  means  [local  Bridge/Telerate  entity],  a  company
                organized under the laws of [country].

                "SAVVIS" means [local SAVVIS entity],  a company organized under
                the laws of [country].

                "SAVVIS  PARENT"  means  SAVVIS  Communications  Corporation,  a
                Missouri corporation.

                "SERVICES" has the meaning set forth in Section 2.1 below.

2.       THE SERVICES

         2.1.   Provider  agrees  to  provide  to  SAVVIS  some  or  all  of the
                administrative  services  listed on  Schedule  2.1 hereto  which
                shall  be  referred  to in this  Agreement  collectively  as the
                "SERVICES" and individually as a "SERVICE."

         2.2.   From time to time during the term of this Agreement,  SAVVIS may
                terminate  one or  more  Services  being  provided  by  Provider
                hereunder  by giving  Provider  written  notice at least 30 days
                prior  to the  effective  date  of  such  termination,  with  no
                liability  to  Provider   other  than  for  charges   (less  any
                applicable  credits)  for  such  Service  provided  prior to the
                effective  date of such  termination.  Any other  changes to the
                Services  shall be provided for in an Addendum  mutually  agreed
                upon by the  parties  in the  manner  set forth in  Section  1.2
                hereof.

         2.3.   SAVVIS shall grant to Bridge such special  powers of attorney as
                are  requested by Bridge and as are  necessary for Bridge to act
                on behalf of SAVVIS in matters  relating to  performance  of the
                Services.

3.       RATES AND CHARGES
         SAVVIS  shall pay  Provider  for the  Services  at rates to be mutually
         agreed by the  parties;  provided,  however,  that such rates  shall be
         based on the cost to  Provider  of  providing  the  Services to SAVVIS,
         except to the extent  contrary to local law. The mutually  agreed rates
         shall be  addressed  by the  parties in the manner set forth in Section
         1.2.  If the  parties  are not  able to  agree,  such  matter  shall be
         submissable to arbitration pursuant to the procedures in Section 13.

4.       INVOICES
         4.1.   The amounts due to Provider  from SAVVIS for the Services  shall
                be billed  monthly in  arrears.  All items on  invoices  not the
                subject of a bona fide dispute shall be payable by SAVVIS in the
                legal  currency  of  [country]  within  30 days from the date of
                receipt of the  invoice.  All amounts not in dispute are subject
                to interest  charges of 1-1/2  percent that will accrue daily on
                all  amounts  not paid  within 30 days of the date of receipt of
                the invoice.

                                       42

<PAGE>

         4.2.   SAVVIS shall pay any sales,  use, value added,  federal  excise,
                utility, gross receipts, state and local surcharges, and similar
                taxes,  charges or levies lawfully levied by a duly  constituted
                taxing   authority   against  or  upon  the  Services.   In  the
                alternative,  SAVVIS shall  provide  Provider with a certificate
                evidencing  SAVVIS'  exemption  from payment of or liability for
                such taxes.  As part of the Services,  Provider will  administer
                the payment of SAVVIS'  payroll  taxes.  SAVVIS  will  reimburse
                Provider  for  such  payroll   taxes  as  invoiced   under  this
                Agreement.  All other  taxes,  charges or levies  related to the
                Services,   including  any  income,  franchise,   privilege,  or
                occupation  taxes of Provider shall be paid by Provider.  Except
                as otherwise specifically addressed in this Agreement or Addenda
                hereto, each party shall pay its own taxes.

         4.3.   Bona fide disputes  concerning invoices shall be referred to the
                parties' respective Contract Managers for resolution. Any amount
                to which SAVVIS is entitled as a result of the  resolution  of a
                billing dispute shall be credited  promptly to SAVVIS'  account.
                Any  amount to which  Provider  is  entitled  as a result of the
                resolution  of a  billing  dispute  shall  be paid  promptly  to
                Provider.

5.       TERM AND EXTENSIONS
         5.1.   The  Initial  Term of  this  Agreement  shall  be  three  years,
                commencing on the  Effective  Date,  and shall  continue in full
                force and effect unless terminated in accord with the provisions
                hereof.

         5.2.   The  term of  this  Agreement  shall  automatically  extend  for
                consecutive one-year periods unless either party gives the other
                party  advance  written  notice of such  party's  intent  not to
                extend not less than 60 days before the scheduled  expiration of
                the then current term.

         5.3.   The above provisions of this Section 5 notwithstanding, the term
                of this Agreement,  including the Initial Term and any extension
                provided  under  Section 5.2 shall not extend beyond the term of
                the Administrative Services Agreement.

6.       TERMINATION BY PROVIDER
         6.1.   Provider shall have the right to terminate this Agreement if:

                (a)  SAVVIS  has  failed  to pay  any  invoice  that  is not the
                     subject of a bona fide  dispute  within 30 days of the date
                     on which such  payment  is due and  Provider  has  provided
                     SAVVIS with written  notice  thereof,  provided that SAVVIS
                     shall have 10 days from the time it  receives  such  notice
                     from Provider of nonpayment to cure any such default;

                (b)  Provider  provides 10 days written  notice of its intent to
                     terminate in the event that SAVVIS has failed to perform or
                     comply with or has violated  any  material  representation,
                     warranty,  term,  condition or  obligation  of SAVVIS under
                     this Agreement,  and SAVVIS has failed to cure such failure
                     or violation  within 60 days after receiving notice thereof
                     from Provider;

                                       43

<PAGE>

                (c)  SAVVIS  becomes the subject of a voluntary  or  involuntary
                     bankruptcy,   insolvency,   reorganization  or  liquidation
                     proceeding,   makes  an  assignment   for  the  benefit  of
                     creditors,  admits in writing  its  inability  to pay debts
                     when due; or

                (d)  SAVVIS   Parent   defaults   under   the   terms   of   the
                     Administrative Service Agreement.

7.       CONTRACT MANAGERS
         7.1.   SAVVIS CONTRACT MANAGER. SAVVIS shall assign a representative to
                serve as Provider's  point-of-contact for all matters concerning
                its performance under this Agreement.

         7.2.   BRIDGE CONTRACT MANAGER.  Provider shall assign a representative
                to serve as SAVVIS'  point-of-contact for all matters concerning
                its performance under this Agreement.

8.       RIGHTS AND OBLIGATIONS OF PROVIDER

         8.1.   PROVISION OF THE SERVICES.  Provider  shall provide the Services
                at its facilities.

8.2.     INSURANCE.

         8.2.1. At all times during the term of this  Agreement,  Provider shall
                maintain  for  itself,  its  officers,   employees,  agents  and
                representatives  insurance  as shall be mutually  agreed upon by
                the parties and set forth in an  Addendum to this  Agreement  in
                the manner set forth herein.

         8.2.2. Provider  shall  furnish  to  SAVVIS,   upon  written   request,
                certificates  of  insurance or other  appropriate  documentation
                (including  evidence  of renewal of  insurance)  evidencing  the
                insurance  coverage   referenced  above,  naming  SAVVIS  as  an
                additional  insured.  Such  certificates or other  documentation
                shall  include a proviso  whereby 15 days prior  written  notice
                shall be provided to SAVVIS  prior to coverage  cancellation  or
                other material  alteration by either  Provider or the applicable
                insurer.  Such  cancellation  or material  alteration  shall not
                relieve  Provider  of  its  continuing  obligation  to  maintain
                insurance coverage in accordance with this Section.

         8.2.3. In lieu of all or part of the  insurance  coverage  specified in
                this  Section,  Provider  may  self-insure  with  respect to any
                insurance coverage, except where expressly prohibited by law.

8.3.     REPRESENTATIONS AND WARRANTIES.

         8.3.1. Provider  hereby  warrants that the Services will be provided in
                accordance with good business  management  practices and that it
                will use the same care in  rendering  the  Services to SAVVIS as
                Provider uses in rendering such services to itself.

                                       44

<PAGE>

         8.3.2. THE FOREGOING  WARRANTIES  ARE IN LIEU OF ALL OTHER  WARRANTIES,
                EXPRESS OR IMPLIED, INCLUDING WITH RESPECT TO ANY GOODS PROVIDED
                INCIDENT   TO  THE   SERVICES,   THE   IMPLIED   WARRANTIES   OF
                MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9.       LIMITATIONS OF LIABILITY
         9.1.   Neither  party  shall  be  liable  to the  other  for  indirect,
                incidental,   consequential,   exemplary,  reliance  or  special
                damages,  including damages for lost profits,  regardless of the
                form of action whether in contract, indemnity,  warranty, strict
                liability or tort, including negligence of any kind with respect
                to the Services or other conduct under this Agreement.

         9.2.   Nothing  contained  in this Section  shall limit either  party's
                liability   to  the  other  for  (a)   willful  or   intentional
                misconduct,  or (b) injury or death,  or damage to tangible real
                or  tangible   personal   property  or  the  environment,   when
                proximately  caused by SAVVIS' or Provider's  negligence or that
                of their respective agents, subcontractors or employees.

10.      PROPRIETARY RIGHTS; LICENSE
         10.1.  Provider   hereby   grants   to  SAVVIS  a   non-exclusive   and
                non-transferable  license to use all  programming  and  software
                necessary  for  SAVVIS  to use the  Services.  Such  license  is
                granted for the term of this  Agreement  for the sole purpose of
                enabling SAVVIS to use the Services.

         10.2.  All title and property rights (including  intellectual  property
                rights)  to  Services  (including  associated   programming  and
                software) are and shall remain with  Provider.  SAVVIS shall not
                attempt  (except as  permitted  by  applicable  law) to examine,
                copy, alter, reverse engineer,  decompile,  disassemble,  tamper
                with  or  otherwise   misuse  such  Services,   programming  and
                software.

11.      CONFIDENTIALITY
         11.1.  During the term of this Agreement and for a period of five years
                from the date of its  expiration or  termination  (including all
                extensions  thereof),  each party  agrees to  maintain in strict
                confidence all  Confidential  Information.  Neither party shall,
                without prior written consent of the other party,  use the other
                party's Confidential  Information for any purpose other than for
                the performance of its duties and obligations,  and the exercise
                of its rights,  under this Agreement.  Each party shall use, and
                shall  cause all  authorized  recipients  of the  other  party's
                Confidential  Information  to use,  the same  degree  of care to
                protect the other party's Confidential Information as it uses to
                protect its own Confidential  Information,  but in any event not
                less than a reasonable degree of care.

         11.2.  Notwithstanding  Section  11.1,  either  party may  disclose the
                Confidential   Information  of  the  other  party  to:  (a)  its
                employees  and the  employees,  directors  and  officers  of its
                Affiliates  as  necessary  to  implement  this  Agreement;   (b)
                employees,  agents or representatives of the other party; or (c)
                other  persons
                                       45

<PAGE>


                (including   counsel,   consultants,   lessors  or  managers  of
                facilities or equipment used by such party) in need of access to
                such  information  for purposes  specifically  related to either
                party's responsibilities under this Agreement, provided that any
                disclosure of Confidential Information under clause (c) shall be
                made only upon prior  written  approval  of the other  party and
                subject to the appropriate assurances that the recipient of such
                information shall hold it in strict confidence.

         11.3.  Upon the  request  of the  party  having  proprietary  rights to
                Confidential  Information,  the  party  in  possession  of  such
                information  shall  promptly  return it  (including  any copies,
                extracts  and  summaries  thereof,  in whatever  form and medium
                recorded)  to the  requesting  party or, with the other  party's
                written consent, shall promptly destroy it and provide the other
                party with written certification of such destruction.

         11.4.  Either  party may request in writing  that the other party waive
                all or any portion of the  requesting  party's  responsibilities
                relative to the other  party's  Confidential  Information.  Such
                waiver request shall identify the affected  information  and the
                nature of the  proposed  waiver.  The  recipient  of the request
                shall respond within a reasonable time and, if it determines, in
                its sole discretion,  to grant the requested  waiver, it will do
                so in writing over the  signature of an employee  authorized  to
                grant such request.

         11.5.  Provider  and  SAVVIS   acknowledge   that  any   disclosure  or
                misappropriation  of  Confidential  Information  in violation of
                this Agreement could cause irreparable harm, the amount of which
                may be  difficult  to  determine,  thus  potentially  making any
                remedy at law or in damages inadequate.  Each party,  therefore,
                agrees that the other party shall have the right to apply to any
                court of competent  jurisdiction  for an order  restraining  any
                breach or  threatened  breach of this  Section and for any other
                appropriate relief. This right shall be in addition to any other
                remedy available in law or equity.

         11.6.  A party  requested  or ordered by a court or other  governmental
                authority of competent  jurisdiction to disclose another party's
                Confidential Information shall notify the other party in advance
                of any such  disclosure and, absent the other party's consent to
                such disclosure,  use its reasonable best efforts to resist, and
                to assist the other party in resisting, such disclosure. A party
                providing another party's Confidential Information to a court or
                other  governmental  authority  shall  use its  reasonable  best
                efforts to obtain a  protective  order or  comparable  assurance
                that the  Confidential  Information  so provided will be held in
                confidence and not further disclosed to any other person, absent
                the owner's prior consent.

         11.7.  The  provisions  of  Section  11.1  above  shall  not  apply  to
                reasonably  necessary  disclosures  in  or  in  connection  with
                filings  under  any  securities  laws,   regulatory  filings  or
                proceedings,  financial  disclosures  which  in the  good  faith
                judgment  of  the   disclosing   party  are   required  by  law,
                disclosures   required  by  court  or   tribunal  or

                                       46

<PAGE>

                competent  jurisdiction,  or disclosures  that may be reasonably
                necessary in connection  with the  performance or enforcement of
                this  Agreement  or  any of the  obligations  hereof;  provided,
                however, that if the receiving party would otherwise be required
                to refer to or describe  any aspect of this  Agreement in any of
                the preceding  circumstances,  the receiving party shall use its
                reasonable  efforts  to take such steps as are  available  under
                such circumstances  (such as by providing a summary or synopsis)
                to avoid  disclosure  of the financial  terms and  conditions of
                this Agreement. Notwithstanding any provisions of this Agreement
                to the  contrary,  either  party  may  disclose  the  terms  and
                conditions  of this  Agreement in the course of a due  diligence
                review  performed in connection with  prospective debt financing
                or equity investment by, or a sale to, a third party, so long as
                the persons  conducting such due diligence review have agreed to
                maintain the  confidentiality  of such disclosure and not to use
                such disclosure for any purpose other such due diligence review.

12.      INDEMNIFICATIONS
         12.1.  SAVVIS shall indemnify, defend, and hold Provider (including any
                of  its  directors,  officers,  employees,  agents  or  assigns)
                harmless  from any  claims,  actions or suits to the extent that
                such claim or action arises from Provider's  provision to SAVVIS
                of the  Services  and to the extent that such  claim,  action or
                suit does not arise  from the gross  negligence  or  intentional
                misconduct of Provider.  SAVVIS may settle,  or otherwise manage
                at its own cost and expense any such  claims,  actions or suits.
                Provider  shall  notify  SAVVIS  promptly in writing of any such
                claim,  action  or suit and  shall  cooperate  with  SAVVIS in a
                reasonable way to facilitate the settlement or defense thereof.

         12.2.  Provider shall indemnify, defend, and hold SAVVIS (including any
                of  its  directors,  officers,  employees,  agents  or  assigns)
                harmless  from any  claims,  actions or suits to the extent that
                such claim or action arises from Provider's  gross negligence or
                intentional  misconduct  in  the  provision  to  SAVVIS  of  the
                Services, unless such claim, action or suit also arises from the
                gross negligence or intentional  misconduct of SAVVIS.  Provider
                may settle,  or otherwise manage at its own cost and expense any
                such claims,  actions or suits.  SAVVIS  shall  notify  Provider
                promptly in writing of any such claim,  action or suit and shall
                cooperate  with Provider in a reasonable  way to facilitate  the
                settlement or defense thereof.

13.      DISPUTES
         13.1.  Resolution of any and all disputes arising from or in connection
                with this Agreement, whether based on contract, tort, statute or
                otherwise, including disputes over arbitrability and disputes in
                connection  with claims by third persons  ("DISPUTES")  shall be
                exclusively  governed  by and  settled  in  accordance  with the
                provisions of this Section 13. The foregoing  shall not preclude
                recourse to judicial proceedings to obtain injunctive, emergency
                or other  equitable  relief to enforce  the  provisions  of this
                Agreement,  including specific  performance,  and to decide such
                issues as are required to be resolved in determining  whether to
                grant such relief. Resolution of Disputes with respect to claims
                by  third   persons   shall  be  deferred   until  any  judicial
                proceedings with respect thereto are concluded.

                                       47

<PAGE>


         13.2.  The  parties  hereby  agree to submit all  Disputes  to rules of
                arbitration  of the  American  Arbitration  Association  and the
                Missouri  Uniform   Arbitration  Act  (the  "RULES")  under  the
                following provisions,  which shall be final and binding upon the
                parties,  their  successors and assigns,  and that the following
                provisions   constitute  a  binding   arbitration  clause  under
                applicable  law. Either party may serve process or notice on the
                other in any  arbitration  or litigation in accordance  with the
                notice provisions  hereof. The parties agree not to disclose any
                information   regarding  any  Dispute  or  the  conduct  of  any
                arbitration  hereunder,  including the existence of such Dispute
                or such  arbitration,  to any  person or entity  other than such
                employees  or  representatives  of such  party as have a need to
                know.

         13.3.  Either party may commence  proceedings  hereunder by delivery of
                written notice providing a reasonable description of the Dispute
                to the other,  including  a  reference  to this  provision  (the
                "DISPUTE  NOTICE").  Either party may initiate  arbitration of a
                Dispute  by  delivery  of a demand  therefor  (the  "ARBITRATION
                DEMAND") to the other  party not sooner  than 60  calendar  days
                after the date of delivery of the Dispute Notice but at any time
                thereafter.  The  arbitration  shall be conducted in St.  Louis,
                Missouri.

         13.4.  The  arbitration  shall be conducted by three  arbitrators  (the
                "ARBITRATORS"),  one of whom shall be selected by Provider,  one
                by SAVVIS, and the third by agreement of the other two not later
                than 10 days after  appointment  of the first two,  or,  failing
                such  agreement,   appointed   pursuant  to  the  Rules.  If  an
                Arbitrator  becomes  unable  to  serve,  a  successor  shall  be
                selected  or   appointed   in  the  same  manner  in  which  the
                predecessor Arbitrator was appointed.

         13.5.  The arbitration  shall be conducted  pursuant to such procedures
                as the parties  may agree or, in the absence of or failing  such
                agreement, pursuant to the Rules. Notwithstanding the foregoing,
                each party shall have the right to inspect the books and records
                of the other party that are  reasonably  related to the Dispute,
                and each party shall provide to the other, reasonably in advance
                of any hearing, copies of all documents which such party intends
                to present in such  hearing and the names and  addresses  of all
                witnesses  whose testimony such party intends to present in such
                hearing.

         13.6.  All hearings  shall be conducted on an expedited  schedule,  and
                all proceedings  shall be confidential.  Either party may at its
                expense make a stenographic record thereof.

         13.7.  The  Arbitrators  shall  complete all hearings not later than 90
                calendar days after the  Arbitrators'  selection or appointment,
                and shall  make a final  award not later than 30  calendar  days
                thereafter.  The  Arbitrators  shall  apportion  all  costs  and
                expenses of the Arbitration, including the Arbitrators' fees and
                expenses of experts ("ARBITRATION COSTS") between the prevailing
                and  non-prevailing  parties  as the  Arbitrators  deem fair and
                reasonable.  In circumstances  where a Dispute has been asserted
                or  defended  against  on  grounds  that  the  Arbitrators  deem
                manifestly   unreasonable,   the   Arbitrators  may  assess  all
                Arbitration  Costs  against  the  non-

                                       48

<PAGE>

                prevailing  party and may  include  in the award the  prevailing
                party's  attorneys' fees and expenses in connection with any and
                all proceedings under this Section 13.

         13.8.  Either party may assert appropriate  statutes of limitation as a
                defense  in  arbitration;  provided,  that  upon  delivery  of a
                Dispute   Notice  any  such  statute  shall  be  tolled  pending
                resolution hereunder.

         13.9.  Pending the  resolution  of any dispute or  controversy  arising
                under this  Agreement,  the  parties  shall  continue to perform
                their respective obligations  hereunder,  and Provider shall not
                discontinue, disconnect or in any other fashion cease to provide
                all or any substantial  portion of the Services to SAVVIS unless
                otherwise directed by SAVVIS. This Section shall not apply where
                SAVVIS is in default under this Agreement.

14.      FORCE MAJEURE
         14.1.  In no event  shall  either  party be liable to the other for any
                failure  to  perform  hereunder  that  is  due  to  war,  riots,
                embargoes,  strikes or other concerted acts of workers  (whether
                of a party hereto or of others), casualties,  accidents or other
                causes to the  extent  that such  failure  and the  consequences
                thereof are reasonably  beyond the control and without the fault
                or negligence of the party  claiming  excuse.  Each party shall,
                with the cooperation of the other party, use reasonable  efforts
                to mitigate the extent of any failure to perform and the adverse
                consequences thereof.

         14.2.  If  Provider  cannot  promptly  provide  a  suitable   temporary
                Provider  alternative to a Service subject to an interruption in
                connection  with the  existence  or a force  majeure  condition,
                SAVVIS may, at its option and at its own cost, contract with one
                or more third  parties for any or all affected  Services for the
                shortest  commercially  available  period  likely  to cover  the
                reasonably  expected  duration  of  the  Interruption,  and  may
                suspend  Provider's  provision of such Services for such period.
                Provider shall not charge SAVVIS for any Services thus suspended
                during the period of suspension. Provider shall resume provision
                of the suspended  Services upon the later of the  termination or
                expiration  of  SAVVIS'   legally  binding   commitments   under
                contracts  with third  parties for  alternative  services or the
                cessation or remedy of the force majeure condition.

         14.3.  In the event that a force majeure  condition  shall continue for
                more than 60 days,  SAVVIS may cancel the affected Services with
                no  further  liability  to  Provider  other  than  for  Services
                received by SAVVIS prior to the  occurrence of the force majeure
                condition.

15.      GENERAL PROVISIONS
         15.1.  NO THIRD-PARTY  BENEFICIARIES.  [This Agreement shall not confer
                any rights or remedies  upon any person or entity other than the
                parties and their respective  successors and permitted assigns.]
                [Except as expressly provided in this Agreement, nothing in this
                Agreement  will create or confer any rights or other

                                       49

<PAGE>

                benefits on or in favor of any person who is not a party to this
                Agreement  whether  pursuant to the  Contracts  (Rights of Third
                Parties) Act, 1999 or otherwise.]

         15.2.  ENTIRE  AGREEMENT.   This  Agreement  (including  the  documents
                referred to herein) constitutes the entire agreement between the
                parties and supersedes any prior understandings,  agreements, or
                representations  by or between the parties,  written or oral, to
                the extent they related in any way to the subject matter hereof.

         15.3.  SUCCESSION AND ASSIGNMENT.  This Agreement shall be binding upon
                and inure to the benefit of the parties  named  herein and their
                respective successors and permitted assigns. No party may assign
                either  this  Agreement  or  any of its  rights,  interests,  or
                obligations  hereunder without the prior written approval of the
                other party, which consent shall not be unreasonably withheld.

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

         15.5.  HEADINGS.  The Section headings  contained in this Agreement are
                inserted  for  convenience  only and shall not affect in any way
                the meaning or interpretation of this Agreement.

         15.6.  NOTICES.  All  notices,  requests,  demands,  claims,  and other
                communications   hereunder  will  be  in  writing.  Any  notice,
                request,  demand, claim, or other communication  hereunder shall
                be deemed duly given if (and then two business days after) it is
                sent by registered or certified mail, return receipt  requested,
                postage prepaid,  and addressed to the intended recipient as set
                forth below:




                                   
                If to Provider:       Bridge Information Systems, Inc.
                                      Three World Financial Center
                                      New York, New York 10285
                                      (212) 372-7195 (fax)
                                      Attention: Zachary Snow,
                                                 Executive Vice President and General Counsel

                If to SAVVIS:         SAVVIS Communications Corporation
                                      717 Office Parkway
                                      St. Louis, Missouri 63141
                                      (314) 468-7550 (fax)
                                      Attention:  Steven M. Gallant,
                                                  Vice President and General Counsel




                Any party may send any notice, request,  demand, claim, or other
                communication hereunder to the intended recipient at the address
                set  forth  above  using  any other  means  (including  personal
                delivery, expedited courier, messenger service, telecopy, telex,
                ordinary mail, or electronic mail), but no such notice, request,
                demand,  claim, or other  communication  shall be deemed to have
                been duly given

                                       50

<PAGE>

                unless  and  until  it  actually  is  received  by the  intended
                recipient.  Any party may change the  address to which  notices,
                requests,  demands,  claims, and other communications  hereunder
                are to be  delivered  by giving  the other  party  notice in the
                manner herein set forth.

         15.7.  GOVERNING LAW. This Agreement shall be governed by and construed
                in accordance  with the domestic laws of [England] [the State of
                Missouri] without giving effect to any choice or conflict of law
                provision or rule (whether of [England]  [the State of Missouri]
                or any other  jurisdiction)  that would cause the application of
                the laws of any jurisdiction  other than [England] [the State of
                Missouri].

         15.8.  AMENDMENTS  AND WAIVERS.  No amendment of any  provision of this
                Agreement shall be valid unless the same shall be in writing and
                signed by  SAVVIS  and  Provider.  No waiver by any party of any
                default,  misrepresentation,  or breach of  warranty or covenant
                hereunder, whether intentional or not, shall be deemed to extend
                to any prior or subsequent default, misrepresentation, or breach
                of  warranty  or  covenant  hereunder  or  affect in any way any
                rights  arising  by  virtue  of any  prior  or  subsequent  such
                occurrence.

         15.9.  SEVERABILITY.  Any term or provision of this  Agreement  that is
                invalid or  unenforceable  in any situation in any  jurisdiction
                shall not affect the validity or enforceability of the remaining
                terms and provisions hereof or the validity or enforceability of
                the offending term or provision in any other situation or in any
                other jurisdiction.

         15.10. EXPENSES.  Each  party  will  bear its own  costs  and  expenses
                (including legal fees and expenses)  incurred in connection with
                this Agreement and the transactions contemplated hereby.

         15.11. CONSTRUCTION.  Any reference to any federal,  state,  local,  or
                foreign  statute  or law  shall be  deemed  also to refer to all
                rules and regulations promulgated thereunder, unless the context
                requires  otherwise.  The word "including"  shall mean including
                without limitation.

         15.12. ADDENDA AND SCHEDULES.  The Addenda and Schedules  identified in
                this Agreement are  incorporated  herein by reference and made a
                part hereof.

                                       51

<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have caused this Administrative
Services Agreement to be executed as of the date first above written.

         THIS CONTRACT  CONTAINS A BINDING  ARBITRATION  PROVISION  WHICH MAY BE
ENFORCED BY THE PARTIES.

                                    SAVVIS [local entity]

                                    By
                                      ------------------------------------------
                                    Name:  Steven M. Gallant

                                    [local Bridge/Telerate entity]

                                    By
                                      ------------------------------------------
                                    Name:
                                          --------------------------------------





                                       52
<PAGE>



          SCHEDULE 2.1 TO EXHIBIT A OF ADMINISTRATIVE SERVICE AGREEMENT

                          ADMINISTRATIVE SERVICES TO BE
                         PROVIDED BY PROVIDER TO SAVVIS

Service to be provided

Facility rental & operation

Equipment maintenance

Risk management services

Tax planning administration

Tax compliance

Treasury management

Financial planning

Human resource services

Payroll administration

Accounting, bookkeeping,
financial statement preparation

Procurement

PC support

LAN and WAN support

IT planning, installation and
support

Travel expenses (directly on behalf of
SAVVIS)


                                       53

<PAGE>



                                    EXHIBIT C
                          TECHNICAL SERVICES AGREEMENT

             [This Exhibit C has been filed as a separate document]











                                       54

<PAGE>


                                    EXHIBIT E
               FORM OF LOCAL CONTRACT OF ASSIGNMENT AND ASSUMPTION

                      CONTRACT OF ASSIGNMENT AND ASSUMPTION

                  This  Contract  is  entered  into  as  of  this  ____  day  of
_________,  2000 by and  between  SAVVIS  [______________],  a [private  limited
liability]  company  organized  under the laws of  [______________]  ("SAVVIS"),
[having  a  non-registered   __________   branch],   and   [______________],   a
[______________]   company   organized   under  the  laws  of   [______________]
("Assignor").

                  WHEREAS,  SAVVIS is acquiring  certain assets and  liabilities
from various  companies  affiliated  with Assignor,  such assets and liabilities
comprising  and  relating to the IP Network  that  Assignor  and its  affiliated
companies currently own and operate; and

                  WHEREAS,  Assignor  desires  to assign to  SAVVIS  and  SAVVIS
desires to assume  from  Assignor  certain  contracts  and  liabilities  as more
particularly  set forth at  Schedule  1 to this  Contract  (the  "Contracts  and
Liabilities").

                  NOW, THEREFORE, for good and valuable consideration, including
the provisions  and covenants  herein,  the receipt and  sufficiency of which is
hereby acknowledged, SAVVIS and Assignor agree as follows:

         1.       Assignor hereby  assigns, transfers and delivers to SAVVIS the
Contracts and Liabilities and all of its right,  title and interest  therein and
delegates all of Assignor's duties and obligations  attached to the Contract and
Liabilities.

         2.       SAVVIS hereby accepts the foregoing assignment and assumes and
agrees  to  keep,  observe,  perform,  pay and  discharge  when  due the  terms,
covenants,  conditions and obligations of Assignor  related to the Contracts and
Liabilities, and hereby releases Assignor from its obligations thereunder.

         3.       Notwithstanding the foregoing, if  the assignment and transfer
of any of the Contracts  and  Liabilities would cause a breach thereof and if no
required consent to such assignment  and  transfer  has  been  obtained from the
third parties involved,  then   such  Contracts  and  Liabilities  shall  not be
assigned  and transferred, but,  instead,  Assignor  shall  continue to hold its
interests in such Contracts and  Liabilities in trust for the benefit of SAVVIS,
shall receive in trust and remit as  promptly  as  possible  to SAVVIS any money
paid  thereunder  to Assignor and shall cooperate in any reasonable  arrangement
or action requested by SAVVIS to secure for  SAVVIS  all  benefits   under  such
Contracts and Liabilities.

         4.       From and after the date of this Contract,  Assignor and SAVVIS
shall  do  such acts and execute  such  documents  and  instruments  as  may  be
reasonably required to make effective the transactions contemplated  thereby. In
the event acts contemplated by this Agreement have not been fully effected as of
the date of this Contract,  SAVVIS and  Assignor  will  continue  after


                                       55

<PAGE>

the date of this Contract, without further  consideration,  to  use  their  best
efforts to carry out such transactions.

         5.   Assignor and  SAVVIS  hereby  agree  that to the extent any of the
Contracts and Liabilities  are actually  assigned to SAVVIS prior to the date of
this Contract, Assignor shall indemnify SAVVIS for any losses due to obligations
that  arose  under  such  Contracts  and  Liabilities  prior to the date of this
Contract and to the extent any of the Contracts and Liabilities are not assigned
to SAVVIS until after the date of this Contract, SAVVIS shall indemnify Assignor
for  any  losses  due  to  obligations  that  arise  under  such  Contracts  and
Liabilities following the date of this Contract.

         6.   Assignor  hereby  agrees, from  time  to  time,  at the reasonable
request of SAVVIS,  to execute and deliver such other  instruments of conveyance
and transfer  and take such other  actions as SAVVIS may  reasonably  request in
order to more  effectively  consummate  the  transactions  contemplated  by this
Contract.

         7.   This agreement shall be governed by, and  construed in  accordance
with  the laws of  [England]  [the  State of  Missouri]  without  regard  to its
conflict of laws principles.

         [8.  Except as expressly  provided in this  Agreement,  nothing in this
Agreement  will create or confer any rights or other  benefits on or in favor of
any  person  who is not a  party  to  this  Agreement  whether  pursuant  to the
Contracts (Rights of Third Parties) Act, 1999 or otherwise.]

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

                                        SAVVIS [            ]
                                                ------------

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------

                                        [            ]
                                         ------------

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


                                       56

<PAGE>



            SCHEDULE 1 TO LOCAL CONTRACT OF ASSIGNMENT AND ASSUMPTION

                         CONTRACTS AND LIABILITIES TO BE
                              ASSIGNED AND ASSUMED




[To be used only where the contracts to be assigned are circuit leases:

         The  attached  contracts  and  circuits  as  well as any  contracts  or
         circuits not listed on the  attached by for which  Assignor has entered
         into prior to the date of this Contract  which relate to the IP Network
         of Bridge Information  Systems,  the IP Network being those assets that
         are used by the Bridge  Information  Systems  group  which  consists of
         providing  telecommunications  facilities  utilizing internet protocols
         between the Bridge Information  Systems group and the customers of such
         group.]





                                       57

<PAGE>


                                   EXHIBIT F
                     FORM OF LOCAL ASSET TRANSFER AGREEMENT

                               TRANSFER AGREEMENT

                  This  Transfer  Agreement  ("Agreement")  made  this __ day of
_______,  2000,  by  and  between  Bridge  _________________________________,  a
corporation organized under the laws of __________________, having its principal
place   of    business    at    _________________    ("Seller"),    and   SAVVIS
____________________   [a  ______________   company  organized  under  the  laws
of_________________][_____________   branch,   the  ____________   branch  of  a
______________  company organized under the laws of _______________]  having its
[registered][principal]  office  at  ______________________________   ("SAVVIS")
(Seller and SAVVIS each a "Party" and collectively the "Parties").

                                   WITNESSETH

                  WHEREAS,  pursuant  to an  agreement  of  even  date  herewith
between Bridge Information Systems, Inc. and SAVVIS  Communications  Corporation
(the "Master  Establishment  and Transition  Agreement")  the direct or indirect
parent entity of Seller, Bridge Information Systems Inc. ("BISI"), has agreed to
cause the  transfer  of certain  assets,  liabilities,  rights  and  obligations
world-wide to its subsidiary SAVVIS Communications Corporation ("SCC"), which is
the direct or indirect parent of SAVVIS;

                  WHEREAS,  pursuant to the Master  Establishment and Transition
Agreement,  transfers of assets,  liabilities,  rights and  obligations  will be
effected  by  subsidiaries  of BISI  and SCC  pursuant  to  individual  transfer
services agreements between such entities; and

                  WHEREAS,  SAVVIS  and Seller  desire to effect a  transfer  of
certain assets, liabilities,  rights and obligations on the terms and conditions
set forth herein;

                  NOW THEREFORE, in consideration of the premises and the mutual
covenants  and  obligations  herein  set  forth and of other  good and  valuable
consideration,  receipt of which is hereby  acknowledged,  the Parties  agree as
follows:

1.         DEFINITIONS

           1.1 In this  Agreement and the  Schedules  the following  expressions
           shall have the following meanings namely:

           "Agreement"  means the  agreement  between  the  Parties the terms of
           which are set out herein;

           "Assets"  means the assets of the IP Network  set forth in Clause 2.1
           as amended pursuant to Clause 2.2;


                                       58

<PAGE>

           "Closing" has the meaning set forth in Clause 4.1;

           "Effective Date" means ______________, 2000;

           ["Employees"  means those  employees of Seller listed on the attached
           Schedule 4;]

           "IP  Network"  means  those  assets  that  are used by  Seller  which
           consists  of   telecommunications   facilities   utilizing   internet
           protocols between Seller, suppliers and group companies of Seller and
           Seller's customers;

           "Liabilities"   means  all  liabilities  and  obligations  of  Seller
           (whether known or unknown,  whether  asserted or unasserted,  whether
           absolute  or  contingent,   whether  accrued  or  unaccrued,  whether
           liquidated  or  unliquidated,  and  whether  due  or to  become  due)
           fulfilling both of the following requirements:

                 (a)   which are directly  associated with (i) the Assets,  (ii)
                       the  Contracts,  (iii) the use of the IP  Network or (iv)
                       those matters set forth on Schedule [5] attached  hereto;
                       and

                 (b)   which  result  from  or  arise  out of the  ownership  or
                       operation of the IP Network prior to the Effective  Date,
                       including  liabilities  which  exist with  respect to (i)
                       obligations under the Contracts, other than an obligation
                       to make  payment,  which are  required to be fulfilled by
                       Seller wholly prior to Closing,  or (ii)  obligations  to
                       make payment,  to the extent such payment is for services
                       rendered under the Contracts prior to Closing.

           "Software"  means any and all  software  and  software  applications,
           including operating software and embedded software,  owned or used by
           Seller in relation to the maintenance, ownership or operations of the
           Assets listed in Clause 2.1.1.

           1.2 In this Agreement words importing the singular include the plural
           and vice versa and words importing gender include any other gender.

           1.3 The headings of Clauses are for ease of  reference  and shall not
           affect the construction of this Agreement.

           1.4  References  in  this  Agreement  to  Clauses  or  Schedules  are
           references to clauses of or schedules to this Agreement.

           1.5 Any  undertaking  hereunder  not to do any act or thing  shall be
           deemed to include an undertaking not to permit or suffer the doing of
           that act or thing.

           1.6 The  expression  "person"  used in this  Agreement  shall include
           (without  limitation) any individual,  partnership,  local authority,
           company or unincorporated association.

                                       59

<PAGE>

2.         SALE & PURCHASE

           2.1 Seller shall sell and SAVVIS shall  purchase with effect from the
           Effective  Date the Assets  subject in all cases to the  Liabilities,
           which are the following:

                    2.1.1 the computer equipment listed in Schedule 1, including
                    but not limited to the Ascend  Cascade  Switch 9000s and the
                    Baynet Routers;

                    2.1.2 the full benefit of all agreements  between Seller and
                    any other person, firm or corporation (other than SAVVIS) to
                    which Seller is entitled in connection  with the  operations
                    of the IP Network which are in force at the  Effective  Date
                    including,  without  limitation,  the  contracts  listed  in
                    Schedule 2 as well as any  maintenance,  support,  supply or
                    licensing agreements, if any, relating to the Software;

                    2.1.3 the right of SAVVIS to  represent  itself as operating
                    the IP Network in succession to Seller;

                    2.1.4 all technical and contractual  information relating to
                    the IP Network;

                    2.1.5  the Software.

           2.2 SAVVIS and Seller  shall take all  reasonable  efforts to jointly
           prepare,  within fifteen days after the Effective Date, or as soon as
           practical  thereafter,  a revised  list of the Assets as set forth in
           Schedules 1 and 2. This  revised  list shall  supersede  the attached
           Schedules 1 and 2 and shall include any assets  purchased or acquired
           by Seller after October 31, 1999 but before the Effective  Date which
           comprise part of the IP Network.  The parties shall negotiate in good
           faith to finalize  such revised  Schedules  and shall provide to each
           other any  information  or records  reasonably  necessary to finalize
           such revised Schedules.

3.         CONSIDERATION

           3.1 The purchase  price for the Assets  exclusive  of any VAT,  stamp
           duty,  and  transfer  taxes  (the  "Consideration")  shall be the sum
           specified  in  Schedule  3. To the  extent  the  Assets  are  revised
           pursuant to Clause  2.2,  the  Consideration  set forth in Schedule 3
           shall be adjusted based on the net book value on the date of transfer
           (in the books of Seller) of the Assets  which are added to or removed
           from the revised list. The Parties shall take all reasonable  efforts
           to jointly  prepare any such  revisions to Schedule 3 within  fifteen
           days after the Effective  Date,  or as soon as practical  thereafter.
           The parties  shall  negotiate in good faith to finalize  such revised
           Schedule and shall provide to each other any  information  or records
           reasonably necessary to finalize such Schedule.

           3.2 The  Consideration  shall  be due and  payable  as set  forth  in
           Schedule 3.

                                       60

<PAGE>

           3.3 The amount set forth in Schedule 3 is  exclusive  of VAT, and any
           and  all  transfer  or  other  taxes  or  duties  applicable  to  the
           transaction  provided  for in this  Agreement,  which  SAVVIS  hereby
           agrees to pay.

4.         CLOSING

           4.1 Closing of the sale shall take place on the  Effective  Date when
           Seller shall  deliver to SAVVIS all physical  Assets hereby agreed to
           be sold,  other than the Assets referred to in Clause 2.2 above.  All
           physical Assets referred to in Clause 2.2 above shall be delivered to
           SAVVIS  as soon as  practicable  following  the  finalization  of any
           adjustment to the Assets as set forth in Clause 2.2.

           4.2  Property  in and title to the Assets  referred  to in Clause 2.1
           shall pass to SAVVIS on the Effective Date.  Property in and title to
           the Assets referred to in Clause 2.2 shall pass to SAVVIS on the date
           that the revised schedules are finalized in accordance with on Clause
           2.2 but such transfer shall be effective as of the Effective Date.

           4.3  Subject  to  Clause  6  below,  Seller  shall  on or as  soon as
           practicable after the Effective Date deliver to SAVVIS all transfers,
           assignments  and  novations  relating  to the Assets  (including  the
           property) together with the documents of title thereto,  necessary to
           give  effect  to this  Agreement;  provided,  however,  that any such
           transfers  shall as between the Parties be deemed to be  effective as
           of the Effective Date.


5.         THE LIABILITIES

           5.1  Subject to the  consent  where  necessary  of other  contracting
           parties  (which the Parties  hereto shall use their  reasonable  best
           efforts to obtain)  SAVVIS shall as from the  Effective  Date assume,
           perform and discharge  all  Liabilities.  If it proves  impossible to
           obtain any such consent in relation to any of the Liabilities, SAVVIS
           will assume, perform and discharge such Liability as agent for and on
           behalf of Seller and will indemnify Seller  accordingly.  Seller will
           indemnify  SAVVIS for  contractual  liabilities for goods or services
           delivered prior to the Effective Date.

           5.2 For  purposes of  effecting  the  transfer by Seller to SAVVIS of
           certain   contractual   obligations   and  the   assumption  of  such
           obligations  by SAVVIS,  the  parties  have  executed as of even date
           herewith an Assignment and Assumption Agreement  substantially in the
           form of Exhibit A to this Agreement.


6.         THIRD PARTY CONSENTS

           6.1 Seller and SAVVIS shall use all  reasonable  endeavours to obtain
           any  required  consent  of  any  other  contracting  parties  to  the
           assignment or novation of any agreement  referred to in Clause 2.1.2.
           Unless and until such consent shall be  forthcoming  and the relevant


                                       61

<PAGE>

           agreement shall have been assigned or novated SAVVIS shall at its own
           cost and expense assume  Seller's  obligations  under such agreements
           and Seller  shall  account  to SAVVIS  for all sums paid or  received
           therefrom.

           6.2 Seller will at SAVVIS'  request  and  expense  give to SAVVIS all
           assistance  in the power of Seller to enable  SAVVIS to  enforce  the
           agreements  referred to in Clause 2.1.2 against the other contracting
           party or parties  and,  without  prejudice to the  generality  of the
           foregoing,  will provide all such relevant books, documents and other
           information as SAVVIS may require in relation thereto.


[7.        PERSONNEL

           SAVVIS and Seller hereby agree and  acknowledge  that the Transfer of
           Undertakings  (Protection of Employment)  Regulations applies to this
           transaction and,  therefore,  that the contracts of employment of all
           of the  Employees  of  Seller,  as set  forth at  Schedule  4 to this
           Agreement,  shall not be terminated at Closing but shall  continue to
           have effect as if originally made between such Employee and SAVVIS in
           accordance such Regulations.]

[8.        INDEMNIFICATION

           Seller will indemnify,  defend and hold SAVVIS and its  shareholders,
           directors, officers, successors, assigns, and agents of each of them,
           harmless  from  and  against  any and all  claims,  losses,  damages,
           liabilities,  expenses or costs, plus reasonable  attorneys' fees and
           expenses,  incurred by SAVVIS to the extent resulting from or arising
           out of any claim or suit by any  Employee of Seller,  or by any other
           employee of Seller that is not being transferred to SAVVIS, asserting
           rights under the Transfer of Undertakings  (Protection of Employment)
           Regulations 1981 or any other similar law or regulation.]

9.         FURTHER ASSURANCE

           From and after  Closing,  the Parties  shall do such acts and execute
           such documents and instruments as may be reasonably  required to make
           effective the  transactions  contemplated  hereby.  In the event that
           consents,  approvals, other authorizations or other acts contemplated
           by this  Agreement  have not been fully  effected as of Closing,  the
           parties will continue after Closing,  without further  consideration,
           to use their reasonable best efforts to carry out such  transactions;
           provided,  however, in the event that certain approvals,  consents or
           other  necessary  documentation  cannot  be  secured,  then the Party
           having legal responsibility, ownership or control shall act on behalf
           of the other  Party,  without  further  consideration,  to effect the
           essential  intention of the Parties with respect to the  transactions
           contemplated by this Agreement.


                                       62

<PAGE>

10.        SURVIVAL OF CERTAIN PROVISIONS

           To the extent that any  provision  of this  Agreement  shall not have
           been  performed at Closing it shall  survive and remain in full force
           and effect notwithstanding Closing.


11.        GOVERNING LAW AND CHOICE OF FORUM

           This Agreement  shall be governed by and construed and interpreted in
           accordance with the laws of [England][the  state of Missouri,  United
           States of America]  and the parties to this  Agreement  hereby  agree
           that all matters  arising out of or in connection with this Agreement
           shall be  subject  to the  exclusive  jurisdiction  of the  courts of
           [England][the state of Missouri].

[12.       THIRD PARTY BENEFICIARIES

           Except as  expressly  provided  in this  Agreement,  nothing  in this
           Agreement will create or confer any rights or other benefits on or in
           favor  of any  person  who is not a party to this  Agreement  whether
           pursuant to the  Contracts  (Rights of Third  Parties)  Act,  1999 or
           otherwise.]

AS WITNESS the hands of duly authorized  representatives  of the parties the day
and year first above written

SIGNED by                            )
for and on behalf of                 )
------------------------             )
------------------------             )




SIGNED by                            )
for and on behalf of                 )
SAVVIS _____________                 )



                                       63

<PAGE>



                   EXHIBIT A TO LOCAL ASSET TRANSFER AGREEMENT

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

           This  Assignment and Assumption  Agreement is entered into as of this
____ day of _________,  1999 by and between SAVVIS _________, a ________________
corporation  ("SAVVIS")  and  _______________  ,  a  corporation   ("Assignor").


           WHEREAS,  SAVVIS and Assignor are parties to that certain Local Asset
Transfer  Agreement even date herewith (the "Transfer  Agreement"),  pursuant to
which SAVVIS has agreed to purchase  from  Assignor the Assets and  Liabilities;
and

           WHEREAS,  pursuant  to  Sections 2 and 5 of the  Transfer  Agreement,
Assignor agreed to assign to SAVVIS, on or prior to the Closing Date, the Assets
and Liabilities;

           NOW, THEREFORE,  pursuant to the terms and conditions of the Transfer
Agreement, and for good and valuable consideration, including the provisions and
covenants herein,  the receipt and sufficiency of which is hereby  acknowledged,
SAVVIS and Assignor agree as follows:

         1. Assignor hereby assigns, transfers and delivers to SAVVIS the Assets
and the Liabilities and of its right,  title and interest  therein and delegates
all of  Assignor's  duties  and  obligations  attached  to the  Assets  and  the
Liabilities;

         2. SAVVIS  hereby  accepts  the  foregoing  assignment  and assumes and
agrees  to  keep,  observe,  perform,  pay and  discharge  when  due the  terms,
covenants,  conditions and obligations of Assignor  related to the  Liabilities,
and hereby releases Assignor from its obligations thereunder;

         3. Notwithstanding the foregoing, if the assignment and transfer of any
of the Assets or  Liabilities  would  cause a breach  thereof and if no required
consent to such assignment and transfer has been obtained from the third parties
involved, then such Assets or Liabilities shall not be assigned and transferred,
but,  instead,  Assignor  shall continue to hold its interests in such Assets or
Liabilities in trust for the benefit of SAVVIS, shall receive in trust and remit
as  promptly as possible  to SAVVIS any money paid  thereunder  to Assignor  and
shall cooperate in any reasonable  arrangement or action  requested by SAVVIS to
secure for SAVVIS all benefits under such Assets or Liabilities.

         4. Assignor hereby agrees, from time to time, at the reasonable request
of SAVVIS,  to execute and deliver  such other  instruments  of  conveyance  and
transfer and take such other actions as SAVVIS may  reasonably  request in order
to more effectively consummate the transactions  contemplated by this Assignment
and Assumption Agreement.

         5. Capitalized  terms used herein and not defined herein shall have the
meanings ascribed to them in the Transfer Agreement.


                                       64

<PAGE>

         6. This  agreement  shall be governed by, and  construed in  accordance
with,  the  laws  of the  state  of  without  regard  to its  conflict  of  laws
principles.


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

                                        SAVVIS
                                                --------------------------------

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------



                                        ----------------------------------------

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------






                                       65

<PAGE>



                  SCHEDULE 3 TO LOCAL ASSET TRANSFER AGREEMENT

                                THE CONSIDERATION

ALLOCATION OF CONSIDERATION

           Consideration to be allocated as set forth in Schedule 1.

PAYMENT OF CONSIDERATION

           Payment  has been  made  pursuant  to the  Master  Establishment  and
           Transition Agreement,  according to the terms of Section 2.3 thereof,
           provided  that such amount does not include VAT and other charges and
           taxes  related to the transfer  which SAVVIS shall pay  separately at
           the time and in such manner as the parties shall reasonably agree.





                                       66

<PAGE>

                                    EXHIBIT G
                    FORM OF LOCAL NETWORK SERVICES AGREEMENT

                  [This Exhibit G is filed as an Exhibit to the
     Network Services Agreement which has been filed as a separate document]











                                       67
<PAGE>




                                    EXHIBIT H
                      FORM OF EQUIPMENT COLLOCATION PERMIT

                          EQUIPMENT COLLOCATION PERMIT

                  This EQUIPMENT COLLOCATION PERMIT (the "Agreement") is made as
of the ____ day of _________,  2000,  by and between  [Bridge  Subsidiary]  (the
"Company") and [Savvis Subsidiary] (the "Customer").

                  WHEREAS,  the Company  occupies  the  premises  identified  on
Exhibit A attached hereto and incorporated herein by reference (the "Premises"),
which are leased by the Company under the lease  described on Exhibit B attached
hereto,  including the lease term and renewal  options  specified  therein,  and
incorporated herein by reference (the "Lease"); and

                  WHEREAS,  the Customer and the Company desire to enter into an
arrangement  permitting  the  Customer  to locate  certain of its  equipment  in
certain portions of the Premises, on and subject to the terms and conditions set
forth herein related to the Customer's collocation of the equipment;

                  NOW,  THEREFORE,  for and in consideration of the premises and
the mutual agreements herein, the parties hereby agree as follows:

1.       SPACE.

(a) To the extent  permitted by this  Agreement,  the Customer may place certain
telecommunications  equipment (the  "Equipment")  within the Premises during the
Term  (hereinafter  defined)  of this  Agreement  and may use the  Equipment  in
accordance  with the terms and  conditions  of this  Agreement and in accordance
with  applicable  laws and code. The precise  locations (the "Space") within the
Premises  where the Equipment may be placed and used by the Customer shall be as
designated  by the Company in written  notice(s)  to the  Customer.  The Company
shall maintain exclusive control over the manner and method of the placement and
use of the  Equipment  within  the  Space.  In  connection  with the  permission
established  under this  Agreement,  the Customer  shall have no  possessory  or
occupancy  rights with respect to the Space or control over the Space, but shall
have only permission to place and use the Equipment  within the Space,  together
with unrestricted access to the Equipment  twenty-four hours a day, seven days a
week.

(b) The Customer  shall use its  reasonable  best efforts to abide by applicable
terms and conditions of the Lease and any other agreements or indentures binding
on the Company  with  respect to the  Premises,  upon notice from the Company of
such  terms and  conditions  from  time to time  throughout  the Term;  and this
Agreement  and the  rights  of the  Customer  hereunder  shall  be  subject  and
subordinate  to the terms and  conditions of the Lease and other  agreements and
indentures in all respects.  The Company shall  promptly give written  notice to
the Customer of any notice of default they may receive pursuant to the Lease. If
the  Customer  shall not abide by any such  terms or  conditions,  upon 15 days'
written  notice  to  the  Customer,   the  Company  may

                                       68

<PAGE>

revoke the  permission  established  under this  Agreement  with  respect to the
applicable  Space and Premises and the Company may  terminate  the rights of the
Customer under this Agreement with respect to such Space and Premises.

(c) The Equipment and its method of installation within the Space shall, in each
instance,  be approved in writing by the Company in advance.  The Customer shall
not place any additional  equipment in the Space and shall not move or alter the
location  of the  Equipment  within  the Space  without  having  received  prior
approval in writing from the Company.  Additional  Space within the Premises for
the location of  additional  Equipment  may be obtained  upon the prior  written
consent  of the  Company  which  consent  shall  not be  unreasonably  withheld;
provided,  "unreasonable"  shall  be  determined  from  the  perspective  of the
Company,  including  considerations  regarding the availability of space to meet
the Company's needs and the needs of any present or potential customers to which
the Company rents space at the Premises.

(d) Upon 30 days' prior written notice or, in the event of an emergency,  within
such shorter time as may be reasonably  determined  appropriate  by the Company,
the  Company may require the  Customer  to  relocate  the  Equipment  within the
Premises and may  redesignate the Space for the relocated  Equipment;  provided,
however,  the site of relocation shall be prepared for installation prior to any
required  relocation  and shall afford  substantially  comparable  environmental
conditions for the Equipment and substantially  comparable  accessibility to the
Equipment. All costs of relocating the Equipment shall be borne by the Customer,
excluding, however, the cost, if any, of improving the redesignated Space.

(e) Upon  written  request of the Customer and at the  Customer's  expense,  the
Customer may require that fencing,  caging, cabinets or other similar protective
covering for the Equipment be installed if (i) there is  sufficient  room in the
applicable Space and Premises for such  installations,  (ii) such  installations
will not unreasonably  interfere with the Company's use,  occupancy or planning,
and  will  not  unreasonably  interfere  with  the  Company's  equipment  or the
equipment of other  collocators,  and (iii) with respect to any Premises subject
to the Lease or other agreements or indentures, such installations are permitted
under the terms and conditions of the Lease or other agreements or indentures.

(f)  If the  placement  or use of the  Equipment  in the  Space  results  in any
violation  or claim of  violation  of any of the  Lease or other  agreements  or
indentures,  then in the event the Company shall be unable, at a cost acceptable
to the  Company,  to cure such  violation  or  secure a waiver of such  claim of
violation,  the  Company  may  undertake  to find other  suitable  space for the
Equipment  within the applicable  Space and Premises and relocate such Equipment
to other suitable location for the balance of the Term of this Agreement.

2.       TERM.

(a) The initial term (the "Initial  Term") of the permission  established  under
this Agreement  pertaining to the placement and use of the Equipment  within the
Space shall commence on the date hereof and shall continue thereafter until such
time as the  applicable  Lease expires.  If the term of the applicable  Lease is
extended,  then the Customer shall have the option, upon prior written notice to
the  Company,  to renew this  Agreement  for an  additional  term (the  "Renewal

                                       69

<PAGE>

Term"), which Renewal Term shall be conterminous with the term of the applicable
extended term under the Lease,  on the terms and conditions  otherwise set forth
in  this  Agreement.  The  Initial  Term  and the  Renewal  Term  are  sometimes
collectively  referred  to as the  "Term."  Notwithstanding  anything  herein or
elsewhere  to the  contrary,  however,  the Term  shall be  subject  to  earlier
termination as may be provided herein.

(b) The option to renew this  Agreement  with respect to the  Premises  shall be
contingent on the Company's continued occupation and ownership or leasing of the
Premises and shall be contingent  upon the Customer's  compliance with the terms
and conditions of this Agreement. In the event the Company shall cease to occupy
any of the Premises or shall default under this  Agreement,  the option to renew
this  Agreement  shall  expire with  respect to the  applicable  Premises or the
entirety of the Premises, as the case may be.

(c)  Following the  expiration of the Term,  this  Agreement  shall  continue in
effect on a  month-to-month  basis upon the same terms and conditions  otherwise
set forth  herein,  unless and until  terminated  by either the  Customer or the
Company upon at least 30 days' prior written notice to the other.

(d)  Notwithstanding  anything herein or elsewhere to the contrary,  the Company
reserves the right,  in its  discretion,  to revoke the  permission  established
under this Agreement  with respect to the  applicable  Space within any Premises
and to terminate  the rights of Customer  under this  Agreement  with respect to
such Space and Premises  immediately  upon written notice in the event that, for
whatever reason,  the Company loses its right to occupy the applicable  Premises
or its right to permit the collocation of Equipment within such Premises. In the
event the  Company  elects to exercise  its right to  terminate  the Lease,  the
Company shall give the Customer 6 months  written  notice of its  termination of
the Lease and the intended resulting termination of this Agreement.

3. CONSIDERATION.  The Customer agrees to pay the Company such amounts as may be
set forth on the Collocate  Schedule for the permission  established  under this
Agreement with respect to the scheduled  Space and Premises.  Such amounts shall
be payable  in equal  monthly  installments  in advance on the first day of each
calendar month during the Term.

4. CONDITION OF THE  PREMISES.  The  Customer  approves the Premises in  "as is"
condition as of the date of this Agreement,  and  acknowledges  that the Company
has no obligation to make alterations, improvements or additions, decorations or
changes  within the  Premises or the Space.  The Company  acknowledges  that the
Equipment is personal  property of the Customer and not a fixture,  and that the
Company shall not have any lienable interest in the Equipment.

5. ASSIGNMENT. The Agreement is personal to the parties, and may not be assigned
by either party without the prior written consent of the other.

6. TERMINATION  OR  EXPIRATION.  At the  expiration  of  the  Term  (or  earlier
termination of this Agreement), the Customer shall remove the Equipment from the
Premises  at the  Customer's

                                       70

<PAGE>

expense,  and the Space  shall be  restored by the  Company,  at the  Customer's
expense  (such  expense to be defrayed by  reimbursing  the Company for the same
upon demand) to  substantially  the same as the condition as of the date of this
Agreement.

7.  DEFAULT. If the Customer  breaches any term or condition of this  Agreement,
the Company,  after providing the Customer with notice of such breach, may elect
by written notice to the Customer to terminate this Agreement; provided, however
that the Customer  shall have 30 days from the time it receives such notice from
the Company of a breach to cure any such  default.  In addition to such right of
termination,  the  Company  shall  have any and all other  rights  and  remedies
afforded to the Company at law or in equity.

8. INDEMNIFICATION.

(a) The Customer covenants and agrees to indemnify and hold the Company harmless
from and  against  any and all suits,  actions,  claims,  damages,  charges  and
expenses,  including  reasonable  attorney  fees, for damages or injuries to the
Space or the Premises  occurring or claimed to have  occurred in, upon, or about
the Space or the Premises as a result of the  Customer's  conduct or omission in
placing,  operating or removing the Equipment or using the Equipment  within the
Space, unless arising from the negligence or willful misconduct of the Company.

(b) The Company covenants and agrees to indemnify and hold the Customer harmless
from and  against  any and all suits,  actions,  claims,  damages,  charges  and
expenses,  including  reasonable  attorney  fees, for damages or injuries to the
Equipment  occurring or claimed to have occurred in, upon, or about the Space or
the Premises as a result of the negligence or willful  misconduct of the Company
in handling the  Equipment or using the Space or the  Premises,  unless  arising
from the negligence or willful misconduct of the Customer.

9. LIMITATION OF LIABILITY.

(a) Liability  for Damages to Property.  The Company shall not be liable for any
damages  whatsoever to the Customer's  property resulting from the installation,
maintenance,  repair or removal of Equipment  and  associated  wiring unless the
damage is caused by the Company's negligence or willful misconduct.

(b) Liability  for Equipment not Provided by the Company.  The Company shall not
be liable for any damages whatsoever associated with facilities or Equipment not
furnished by the Company or for any act or omission of the Customer or any other
entity furnishing facilities or Equipment.

(c) Liability for Force Majeure Events.  The Company shall not be liable for any
failure of  performance  due to causes  beyond its  control,  including  but not
limited  to acts of God,  fire,  flood or  other  catastrophes;  any law,  order
regulation,  direction, action or request of the United States Government, or of
any other government,  including state and local governments  having or claiming
jurisdiction or of any department,  agency, commission,  bureau, corporation, or
other  instrumentality  of any federal,  state, or local  government,  or of any
civil or military authority;  national emergencies;  unavailability of materials
or  rights-of-way;  insurrections;  riots;  wars;  or strikes,  lock-outs,  work
stoppages, labor difficulties, or utilities/power outages.


                                       71

<PAGE>

(d) No Special Damages.  In no event shall the Company or the Customer be liable
for special,  consequential,  lost profit,  exemplary,  or punitive damages as a
result of its performance or  nonperformance of this Agreement or as a result of
any default under or breach of this Agreement.

(e) No Claims against the Company's  Landlords.  The Customer  acknowledges  the
owners of any Premises subject to the Lease have no  responsibilities or duties,
direct or  indirect,  to the  Customer,  and the Customer  disclaims  any rights
against or  recourse to (i) the owners of any  Premises  subject to the Lease or
(ii) such Premises.  In furtherance of this  acknowledgment and disclaimer,  the
Customer  releases and waives any claim  against  such owners (such  release and
waiver  being for the  benefit  of, and  enforceable  by such owners as intended
third party beneficiaries).

10. CASUALTY OR EMINENT DOMAIN.  In the event of any taking by eminent domain or
damage by fire or other  casualty to the  Premises  and/or  Space,  the Customer
shall acquiesce and be bound by any action taken by or agreement entered into by
the Company with respect  thereto,  and in any event the Customer shall not have
(and hereby waives and releases) any claim with respect to any award, damages or
proceeds associated with any such taking or damage.

11. ENTIRE AGREEMENT. All prior agreements and understandings of the parties are
merged within this  Agreement,  which alone fully and completely  sets forth the
understanding  of the  parties  with  respect  to the  subject  matter  of  this
Agreement.  This  Agreement  shall not be  modified  without  the prior  written
agreement of all the parties.  Any handwritten  modifications  to this Agreement
shall be void ab initio.

12. NOTICES. Any and all notices or communications which either party may desire
or be required to give to the other shall be in writing and shall be sent to the
other party by certified or registered mail at the address designated below:

    If to Company:    Bridge Information Systems, Inc.
                      Three World Financial Center
                      New York, New York 10285
                      (212) 372-7195 (fax)
                      Attention:  Zachary Snow,
                                  Executive Vice President and General Counsel

    If to Customer:   SAVVIS Communications Corporation
                      717 Office Parkway
                      St. Louis, Missouri 63141
                      (314) 468-7550 (fax)
                      Attention:  Steven M. Gallant,
                                  Vice President and General Counsel

13.  GOVERNING  LAW. This  Agreement  shall be governed by the laws of [England]
[the State of Missouri].
                                       72

<PAGE>

14. INSURANCE.  The Customer agrees to provide the Company evidence (in the form
of certificates of insurance),  on or before the date of the commencement of the
Term,  and to keep in force and  effect  during  the Term,  with  respect to the
Equipment, a policy of comprehensive liability insurance,  naming the Company as
an additional insured,  and a policy of property insurance containing waivers of
subrogation  against the  Company  and  against the owners and other  parties in
interest of any Premises subject to the Lease. Such insurance shall otherwise be
in a form  conforming to the  requirements  of the applicable  provisions of the
Lease.

15.  INTERPRETATION.  In the  event of any  conflict  between  the terms of this
Agreement  and the  terms  contained  in any  Exhibit  hereto,  the terms of the
Exhibit shall govern.

[16. THIRD PARTY BENEFICIARIES.  Except as expressly provided in this Agreement,
nothing in this  Agreement will create or confer any rights or other benefits on
or in favor of any person who is not a party to this Agreement  whether pursuant
to the Contracts (Rights of Third Parties) Act, 1999 or otherwise.]

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

BRIDGE                                 SAVVIS
       -------------------------------       -----------------------------------

By:                                    By:
       -------------------------------       -----------------------------------

Title:                                 Title:
       -------------------------------       -----------------------------------

Date:                                  Date:
       -------------------------------       -----------------------------------


                                       73

<PAGE>

                                    EXHIBIT I
                             FORM OF PROMISSORY NOTE

                                 PROMISSORY NOTE

[amount]                                                     St. Louis, Missouri
                                                             ____________,  2000


                  The undersigned, SAVVIS Communications Corporation, a Delaware
corporation,  (hereinafter referred to as "Maker"), for value received, promises
to pay to the order of Bridge Information  Systems,  Inc. (the "Payee"),  at its
office located at 717 Office  Parkway,  St. Louis,  Missouri  63141,  or at such
other  place as may be  designated  in writing by the holder  hereof,  in lawful
money of the United  States of  America  in  immediately  available  funds,  the
principal  sum  of   _______________________________   United   States   Dollars
(US$_________________),  together with interest thereon from the date hereof, at
the rate or rates hereinafter specified, as follows:

                  1.  Interest.  This Note shall bear  interest on the aggregate
unpaid  principal  amount  thereof  from the date  hereof at the  fixed  rate of
interest equal to ten percent (10%) per annum.

                  2. Interest and Principal Payments;  Maturity. This Note shall
be payable as follows:

                     (a) Interest shall be payable semi-annually in cash on each
_____ and commencing on _______________, 2000.;

                     (b) On  ________________,  2003, the Maker shall pay to the
Payee a final  installment  of principal  and interest in an amount equal to the
sum of the principal  balance of this Note  together with the remaining  accrued
and unpaid interest thereon.

                  3. Calculation  of   Interest.   The  interest  rate   payable
hereunder shall be calculated on the basis of twelve (12) thirty (30) day months
over a year of 360 days.

                  4. Application of Payments.  All  installments  paid hereunder
shall be in currently available funds.

                  5. Payments Due on Saturdays,  Sundays or Legal  Holidays.  If
any payment of  principal or interest due on this Note is payable on a day which
is a  Saturday,  Sunday or legal  holiday  in the state of  Missouri,  then such
payment shall be due on the next  business  day, the amount of such payment,  in
such case, to include all interest accrued to the date of actual payment.

<PAGE>

                  6. Voluntary  Prepayment.  The indebtedness  evidenced by this
Note may be  prepaid,  in whole or in part,  at any time  without  premium.  All
prepayments  shall be applied  first to accrued  interest and the balance to the
reduction of the principal. No prepayment shall obligate Payee to re-advance any
sums prepaid.

                  7. Default Rate of Interest.  After maturity,  by acceleration
or otherwise,  this Note shall bear interest at a rate equal to fifteen  percent
(15%) per annum ("Default  Rate").  Should Maker fail to make any payment hereon
on the date on which it shall  fall due,  or should  any  default be made in the
performance by Maker or any affiliated entity of Maker of any of the agreements,
conditions,  covenants, provisions or stipulations contained in this Note or any
material agreements, conditions, covenants, provisions or stipulations contained
in any other  documents  securing or executed in connection with this Note, then
the holder of this Note, at its option and without notice or demand, may declare
immediately  due and payable the entire unpaid  balance of principal  under this
Note,  together  with all  accrued  interest  thereon and after the date of such
default  this Note shall bear  interest  at the Default  Rate.  In such case the
holder of this Note may also  recover  all costs of suit and other  expenses  in
connection with efforts to collect any of the aforesaid  amounts,  together with
attorneys' fees (including  attorneys'  fees for  representation  in proceedings
under the  Bankruptcy  Code),  regardless  of whether  litigation  is commenced,
together  with  interest on any judgment  obtained by the holder of this Note at
the Default Rate, including interest at the Default Rate from and after the date
of any foreclosure  sale until actual payment is made to the holder of this Note
of the full amount due such holder.

                  8. Oral  Agreements.  Oral  agreements or  commitments to loan
money,  extend credit or to forbear from enforcing repayment of a debt including
promises  to  extend or renew  such debt are not  enforceable.  To  protect  you
(Maker) and us (Payee) from  misunderstanding or disappointment,  any agreements
we reach  covering  such  matters are  contained in this  writing,  which is the
complete and exclusive  statement of the agreement  between us, except as we may
later agree in writing to modify it.

                  9. Governing Law. This Agreement shall be construed  according
to and governed by the laws of the State of Missouri.

                  IN WITNESS WHEREOF, Maker has executed and delivered this Note
the day and year first above written.

                                      SAVVIS Communications Corporation

                                      By:
                                         ---------------------------------------
                                      Name: Steven M. Gallant
                                      Title:  Vice President and General Counsel


                                       77

<PAGE>

                                    EXHIBIT J

                      FORM OF CALL ASSET TRANSFER AGREEMENT

                  This Transfer Agreement ("Agreement") made as of 12:01 A.M. on
this ___ day of  _____________,  20____ (the "Effective  Date"),  by and between
Bridge _________________________________, a corporation organized under the laws
of   __________________,   having   its   principal   place   of   business   at
_________________  ("Seller"), and SAVVIS ____________________ [a ______________
company organized under the laws of_________________][_____________  branch, the
____________  branch of a  ______________  company  organized  under the laws of
_______________]     having     its     [registered][principal]     office    at
______________________________  ("SAVVIS") (Seller and SAVVIS each a "Party" and
collectively the "Parties").

                                   WITNESSETH

                  WHEREAS,  pursuant to that certain  Master  Establishment  and
Transition  Agreement dated ________ ___, 2000 by and between Bridge Information
Systems, Inc. and SAVVIS  Communications  Corporation (the "Master Establishment
and  Transition  Agreement")  the direct or  indirect  parent  entity of Seller,
Bridge Information Systems Inc. ("BISI"),  has granted to SAVVIS  Communications
Corporation  ("SCC"),  which is the direct or indirect  parent of SAVVIS and the
subsidiaries  or other  operations of SCC  worldwide,  the right to purchase the
Call Assets and to assume the  Assumed  Liabilities  in the Call  Jurisdictions.
Capitalized terms used but not defined herein shall have the meaning ascribed to
them in the Master Establishment and Transition Agreement;

                  WHEREAS,  pursuant to the Master  Establishment and Transition
Agreement,  transfers  of Call  Assets and the Assumed  Liabilities,  rights and
obligations  associated  therewith will be effected by  subsidiaries of BISI and
SCC pursuant to individual  transfer services  agreements between such entities;
and

                  WHEREAS,  SAVVIS and Seller desire to effect a transfer of the
certain  Call  Assets and the  liabilities,  rights and  obligations  associated
therewith on the terms and conditions set forth herein;

                  NOW THEREFORE, in consideration of the premises and the mutual
covenants  and  obligations  herein  set  forth and of other  good and  valuable
consideration,  receipt of which is hereby  acknowledged,  the Parties  agree as
follows:

1.         DEFINITIONS

           1.1 In this  Agreement and the  Schedules  the following  expressions
           shall have the following meanings namely:

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           "Agreement"  means the  agreement  between  the  Parties the terms of
           which are set out herein;

           "Assets"  means the assets of the IP Network  set forth in Clause 2.1
           as amended pursuant to Clause 2.2;

           "Closing" has the meaning set forth in Clause 5.1;

           "Effective Date" has the meaning set forth in the first paragraph;

           ["Employees"  means those  employees of Seller listed on the attached
           Schedule 4;]

           "IP  Network"  means  those  assets  that  are used by  Seller  which
           consists  of   telecommunications   facilities   utilizing   Internet
           protocols between Seller, suppliers and group companies of Seller and
           Seller's customers;

           "Liabilities"   means  all  liabilities  and  obligations  of  Seller
           (whether known or unknown,  whether  asserted or unasserted,  whether
           absolute  or  contingent,   whether  accrued  or  unaccrued,  whether
           liquidated  or  unliquidated,  and  whether  due  or to  become  due)
           fulfilling both of the following requirements:

                (a)  which are directly associated with (i) the Assets, (ii) the
                     Contracts,  (iii) the use of the IP  Network  or (iv) those
                     matters set forth on Schedule [5] attached hereto; and

                (b)  which  result  from  or  arise  out  of  the  ownership  or
                     operation of the IP Network  prior to the  Effective  Date,
                     including  liabilities  which  exist  with  respect  to (i)
                     obligations  under the Contracts,  other than an obligation
                     to make  payment,  which are  required to be  fulfilled  by
                     Seller wholly prior to Closing, or (ii) obligations to make
                     payment,  to  the  extent  such  payment  is  for  services
                     rendered under the Contracts prior to Closing.

           "Software"  means any and all  software  and  software  applications,
           including operating software and embedded software,  owned or used by
           Seller in relation to the maintenance, ownership or operations of the
           Assets listed in Clause 2.1.1.

           1.2 In this Agreement words importing the singular include the plural
           and vice versa and words importing gender include any other gender.

           1.3 The headings of Clauses are for ease of  reference  and shall not
           affect the construction of this Agreement.

           1.4  References  in  this  Agreement  to  Clauses  or  Schedules  are
           references to clauses of or schedules to this Agreement.

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           1.5 Any  undertaking  hereunder  not to do any act or thing  shall be
           deemed to include an undertaking not to permit or suffer the doing of
           that act or thing.

           1.6 The  expression  "person"  used in this  Agreement  shall include
           (without  limitation) any individual,  partnership,  local authority,
           company or unincorporated association.

2.         SALE & PURCHASE

           2.1 Seller shall sell and SAVVIS shall  purchase with effect from the
           Effective  Date the Assets  subject in all cases to the  Liabilities,
           which are the following:

                    2.1.1 the computer equipment listed in Schedule 1, including
                    but not limited to the Ascend  Cascade  Switch 9000s and the
                    Baynet Routers;

                    2.1.2 the full benefit of all agreements  between Seller and
                    any other person, firm or corporation (other than SAVVIS) to
                    which Seller is entitled in connection  with the  operations
                    of the IP Network which are in force at the  Effective  Date
                    including,  without  limitation,  the  contracts  listed  in
                    Schedule 2 as well as any  maintenance,  support,  supply or
                    licensing agreements, if any, relating to the Software;

                    2.1.3 the right of SAVVIS to  represent  itself as operating
                    the IP Network in succession to Seller;

                    2.1.4 all technical and contractual  information relating to
                    the IP Network;

                    2.1.5  the Software.

           2.2 SAVVIS and Seller  shall take all  reasonable  efforts to jointly
           prepare,  within fifteen days after the Effective Date, or as soon as
           practical  thereafter,  a revised  list of the Assets as set forth in
           Schedules 1 and 2. This  revised  list shall  supersede  the attached
           Schedules 1 and 2 and shall include any assets  purchased or acquired
           by Seller  after the as of date for the  inventory  taken to  prepare
           Schedules 1 and 2 but before the Effective  Date which  comprise part
           of the IP  Network.  The  parties  shall  negotiate  in good faith to
           finalize  such revised  Schedules and shall provide to each other any
           information or records reasonably  necessary to finalize such revised
           Schedules.

3.         CONSIDERATION

           3.1 The purchase  price for the Assets  exclusive  of any VAT,  stamp
           duty,  and  transfer  taxes  (the  "Consideration")  shall be the sum
           specified  in  Schedule  3. To the  extent  the  Assets  are  revised
           pursuant to Clause  2.2,  the  Consideration  set forth in Schedule 3
           shall be adjusted  based on the net book value on the Effective  Date
           (in the books of Seller) of the Assets  which are added to or removed
           from the revised list. The Parties shall take all reasonable  efforts
           to jointly  prepare any such  revisions to Schedule 3 within  fifteen
           days

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           after the  Effective  Date, or as soon as practical  thereafter.  The
           parties  shall  negotiate  in good  faith to  finalize  such  revised
           Schedule and shall provide to each other any  information  or records
           reasonably necessary to finalize such Schedule.

           3.2 The  Consideration  shall  be due and  payable  as set  forth  in
           Schedule 3.

           3.3 The amount set forth in Schedule 3 is  exclusive  of VAT, and any
           and  all  transfer  or  other  taxes  or  duties  applicable  to  the
           transaction  provided  for in this  Agreement,  which  SAVVIS  hereby
           agrees to pay.


4.       REPRESENTATIONS AND WARRANTIES.

           Seller  represents  and  warrants  to the Buyer  that the  statements
           contained in this Clause 4 are correct and complete as of the date of
           this Agreement.

           4.1 Seller is a corporation duly organized,  validly existing, and in
           good standing under the laws of the  jurisdiction  in which Seller is
           organized.

           4.2 Seller has full  corporate  power and  authority  to execute  and
           deliver this Agreement and to perform its obligations hereunder. This
           Agreement constitutes the valid and legally binding obligation of the
           Seller, enforceable in accordance with its terms and conditions.

           4.3 Except as would not result in the imposition of any Impermissible
           Security  Interest  upon  any of the  Assets  and  except  where  the
           violation,  conflict,  breach,  default,  acceleration,  termination,
           modification,  cancellation,  failure to give notice, or a lien would
           not impair the value of use of the Assets or have a material  adverse
           effect on  ability  of the  parties to  consummate  the  transactions
           contemplated  by  this  Agreement,  neither  the  execution  and  the
           delivery of this Agreement nor the  consummation of the  transactions
           contemplated hereby by the Seller will:

                  (a)  violate  any  constitution,  statute,  regulation,  rule,
           injunction,   judgment,  order,  decree,  ruling,  charge,  or  other
           restriction of any government, governmental agency, or court to which
           the Seller is subject or any  provision  of the  charter or bylaws of
           the Seller,

                  (b) conflict with, result in a breach of, constitute a default
           under,  result in the  acceleration of, create in any party the right
           to accelerate,  terminate,  modify,  or cancel, or require any notice
           under any agreement,  contract, lease, license,  instrument, or other
           arrangement to which the Seller is a party or by which they are bound
           or to which any of the Assets are subject; or


                                       81

<PAGE>

                  (c)  require  Seller to give any  notice  to,  make any filing
           with, or obtain any authorization,  consent, or approval of any third
           party, government or governmental agency.

           4.4  Seller  has no  liability  or  obligation  to pay  any  fees  or
           commissions  to any  broker,  finder,  or agent  with  respect to the
           transactions contemplated by this Agreement for which the Buyer could
           become liable or obligated.

           4.5 The Seller has good title to, or a valid  leasehold  interest  in
           the Assets,  free and clear of all Impermissible  Security  Interest,
           and there  exists no  material  restriction  on the  transfer of such
           property.

           4.6 Each of the  Contracts  with respect to the Assets is a valid and
           binding obligation of the parties thereto,  enforceable in accordance
           with terms,  in full force and effect.  No party to any such contract
           is in material  breach or  violation  thereof or default  thereunder.
           Except for matters which would not, in the aggregate, have a material
           adverse effect on the Assets,  no event has occurred  which,  through
           the  passage  of  time  or the  giving  of  notice,  or  both,  would
           constitute,  and  neither the  execution  of this  Agreement  nor the
           consummation  of the  transactions  contemplated  hereby  do or  will
           constitute  or result in, a breach or violation  of or default  under
           any contract,  or would cause the  acceleration  of any obligation of
           any party  thereto  or the  creation  of any  Impermissible  Security
           Interest upon the Assets.

           4.7 EXCEPT AS EXPRESSLY  SET FORTH IN THIS CLAUSE 4, THE SELLER MAKES
           NO  REPRESENTATION  OR  WARRANTY,  EXPRESS OR  IMPLIED,  AT LAW OR IN
           EQUITY,  IN RESPECT OF ANY OF ITS ASSETS,  LIABILITIES OR OPERATIONS,
           INCLUDING,  WITHOUT  LIMITATION,  WITH RESPECT TO  MERCHANTABILITY OR
           FITNESS   FOR   ANY   PARTICULAR   PURPOSE,   AND  ANY   SUCH   OTHER
           REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.  BUYER
           HEREBY   ACKNOWLEDGES   AND  AGREES   THAT,   EXCEPT  TO  THE  EXTENT
           SPECIFICALLY  SET FORTH IN THIS CLAUSE 4, THE BUYER IS PURCHASING THE
           ASSETS ON AN "AS-IS, WHERE-IS" BASIS. WITHOUT LIMITING THE GENERALITY
           OF THE  FOREGOING,  THE SELLER  MAKES NO  REPRESENTATION  OR WARRANTY
           REGARDING ANY ASSETS OTHER THAN THE ASSETS BEING PURCHASED  HEREUNDER
           OR ANY LIABILITIES OTHER THAN THE LIABILITIES ASSUMED HEREUNDER,  AND
           NONE SHALL BE IMPLIED AT LAW OR IN EQUITY.

5.         CLOSING

           5.1 Closing of the sale shall take place on the  Effective  Date when
           Seller shall  deliver to SAVVIS all physical  Assets hereby agreed to
           be sold,  other than the Assets referred to in Clause 2.2 above.  All
           physical Assets referred to in Clause 2.2 above shall be delivered to
           SAVVIS  as soon as  practicable  following  the  finalization  of any
           adjustment to the Assets as set forth in Clause 2.2.

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<PAGE>

           5.2  Property  in and title to the Assets  referred  to in Clause 2.1
           shall pass to SAVVIS on the Effective Date.  Property in and title to
           the Assets referred to in Clause 2.2 shall pass to SAVVIS on the date
           that the revised schedules are finalized in accordance with on Clause
           2.2 but such transfer shall be effective as of the Effective Date.

           5.3  Subject  to  Clause  7  below,  Seller  shall  on or as  soon as
           practicable after the Effective Date deliver to SAVVIS all transfers,
           assignments  and  novations  relating  to the Assets  (including  the
           property) together with the documents of title thereto,  necessary to
           give  effect  to this  Agreement;  provided,  however,  that any such
           transfers  shall as between the Parties be deemed to be  effective as
           of the Effective Date.


6.         THE LIABILITIES

           Subject to the consent where necessary of other  contracting  parties
           (which the Parties hereto shall use their  reasonable best efforts to
           obtain) SAVVIS shall as from the Effective  Date assume,  perform and
           discharge all Liabilities. If it proves impossible to obtain any such
           consent in relation to any of the  Liabilities,  SAVVIS will  assume,
           perform and  discharge  such  Liability as agent for and on behalf of
           Seller and will indemnify Seller  accordingly.  Seller will indemnify
           SAVVIS for contractual  liabilities  for goods or services  delivered
           prior to the Effective Date.


7.         THIRD PARTY CONSENTS

           7.1 Seller  and SAVVIS  shall use their  reasonable  best  efforts to
           obtain any required consent of any other  contracting  parties to the
           assignment or novation of any agreement  referred to in Clause 2.1.2.
           Unless and until such consent shall be  forthcoming  and the relevant
           agreement  shall have been  assigned or novated,  SAVVIS shall at its
           own  cost  and  expense  assume  Seller's   obligations   under  such
           agreements  and Seller  shall  account to SAVVIS for all sums paid or
           received therefrom.

           7.2 Seller will at SAVVIS'  request  and  expense  give to SAVVIS all
           assistance  in the power of Seller to enable  SAVVIS to  enforce  the
           agreements  referred to in Clause 2.1.2 against the other contracting
           party or parties  and,  without  prejudice to the  generality  of the
           foregoing,  will provide all such relevant books, documents and other
           information as SAVVIS may require in relation thereto.


                                       83

<PAGE>

[8.        PERSONNEL

           SAVVIS and Seller hereby agree and  acknowledge  that the Transfer of
           Undertakings  (Protection of Employment)  Regulations applies to this
           transaction and,  therefore,  that the contracts of employment of all
           of the  Employees  of  Seller,  as set  forth at  Schedule  4 to this
           Agreement,  shall not be terminated at Closing but shall  continue to
           have effect as if originally made between such Employee and SAVVIS in
           accordance such Regulations.]


[9.        INDEMNIFICATION

           Seller will indemnify,  defend and hold SAVVIS and its  shareholders,
           directors, officers, successors, assigns, and agents of each of them,
           harmless  from  and  against  any and all  claims,  losses,  damages,
           liabilities,  expenses or costs, plus reasonable  attorneys' fees and
           expenses,  incurred by SAVVIS to the extent resulting from or arising
           out of any claim or suit by any  Employee of Seller,  or by any other
           employee of Seller that is not being transferred to SAVVIS, asserting
           rights under the Transfer of Undertakings  (Protection of Employment)
           Regulations 1981 or any other similar law or regulation.]


10.        FURTHER ASSURANCE

           From and after  Closing,  the Parties  shall do such acts and execute
           such documents and instruments as may be reasonably  required to make
           effective the  transactions  contemplated  hereby.  In the event that
           consents,  approvals, other authorizations or other acts contemplated
           by this  Agreement  have not been fully  effected as of Closing,  the
           parties will continue after Closing,  without further  consideration,
           to use their reasonable best efforts to carry out such  transactions;
           provided,  however, in the event that certain approvals,  consents or
           other  necessary  documentation  cannot  be  secured,  then the Party
           having legal responsibility, ownership or control shall act on behalf
           of the other  Party,  without  further  consideration,  to effect the
           essential  intention of the Parties with respect to the  transactions
           contemplated by this Agreement.


11.        SURVIVAL OF CERTAIN PROVISIONS

           To the extent that any  provision  of this  Agreement  shall not have
           been  performed at Closing it shall  survive and remain in full force
           and effect notwithstanding Closing.


12.        GOVERNING LAW AND CHOICE OF FORUM

           This Agreement  shall be governed by and construed and interpreted in
           accordance with the laws of [England][the  state of Missouri,  United
           States of America]  and the parties to this  Agreement  hereby  agree
           that all matters  arising out of or in connection with this

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<PAGE>

           Agreement  shall be  subject  to the  exclusive  jurisdiction  of the
           courts of [England][the state of Missouri].

[13.       THIRD PARTY BENEFICIARIES

           Except as  expressly  provided  in this  Agreement,  nothing  in this
           Agreement will create or confer any rights or other benefits on or in
           favor  of any  person  who is not a party to this  Agreement  whether
           pursuant to the  Contracts  (Rights of Third  Parties)  Act,  1999 or
           otherwise.]

AS WITNESS the hands of duly authorized  representatives  of the parties the day
and year first above written

SIGNED by                            )
for and on behalf of                 )
------------------------             )
------------------------             )




SIGNED by                            )
for and on behalf of                 )
SAVVIS _____________                 )


                                       85
<PAGE>




                   SCHEDULE 3 TO CALL ASSET TRANSFER AGREEMENT

                                THE CONSIDERATION

                [To be Completed at Call Right Exercise Closing]


ALLOCATION OF CONSIDERATION

           Consideration to be allocated as set forth in Schedule 1.

PAYMENT OF CONSIDERATION

           The  consideration  shall paid at Closing to the account of Seller as
follows:

                    [Details of account]

           To the extent any  adjustment  is to be paid under  Section 3 of this
           Agreement,  such  amount  shall  be due  and  payable  to  the  above
           indicated account, no later than five days after receipt by SAVVIS of
           a valid  invoice,  which may be submitted  on or after the  Effective
           Date.




                                       86




<PAGE>

                                    EXHIBIT K

                               SUBLEASE AGREEMENT


         THIS  SUBLEASE  AGREEMENT  ("Sublease")  is made as of the  ____ day of
January,  2000 (the "Effective Date"), by and between BRIDGE INFORMATION SYSTEMS
AMERICA,  INC., a Delaware corporation  ("Sublessor") and SAVVIS  COMMUNICATIONS
CORPORATION, a Missouri corporation ("Sublessee").

         WHEREAS,  Sublessor  entered into a revised Master Lease  Agreement,  a
copy of which is attached hereto as EXHIBIT A (the "Master Lease"), with General
Electric  Capital  Corporation for itself and as Agent for certain  Participants
(collectively, the "Lessor"); unless otherwise defined herein, capitalized terms
used as defined  terms  shall  have the  meaning  assigned  to such terms in the
Master Lease;

         WHEREAS,  in  conjunction  with the planned  spin-off of  Sublessee  by
Sublessor,  Sublessor  has obtained the consent of Lessor,  which consent is set
forth in the Master Lease attached hereto; and

         WHEREAS,  Sublessor  and  Sublessee  desire to set forth in writing the
terms and conditions of the sublease;

         NOW,  THEREFORE,  in  consideration  of the  recitals  and  the  mutual
covenants,  representations,  warranties,  conditions and  agreements  hereunder
expressed, Sublessor and Sublessee agree as follows:

I.       SUBLEASING ARRANGEMENT:

         Sublessor  agrees to lease to Sublessee,  and Sublessee agrees to lease
from  Sublessor,  the  equipment  (the  "Equipment")  described in the equipment
schedules attached hereto as EXHIBIT B (the "Equipment  Schedules"),  subject to
the terms set forth herein and in the Equipment Schedules.

II.      TERM, RENT AND PAYMENT:

         (a) The term of this  Sublease (the "Term") with respect to any item of
the Equipment shall be the remaining term for such Equipment as set forth in the
Master Lease and the Equipment Schedules; provided, however, that the Term shall
begin effective from and after the Effective Date hereof.

         (b) Rent  shall be paid  directly  to  Sublessor  by wire  transfer  of
immediately  available  funds to:  Bankers  Trust New York,  New York,  New York
10006, Account No. 50-202-962, ABA No. 021-001-033,  or to such other account as
Sublessor may direct in writing;  and shall be effective upon receipt.  Payments
of Rent shall be in the amount set forth in,  and due in  accordance  with,  the
provisions  of  the  applicable   Equipment  Schedules  and  the  other  related
provisions  contained in the  schedules to the Master Lease  (together  with the
Equipment

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<PAGE>

Schedules,  individually and collectively, the "Schedules"). If Rent is not paid
within ten (10) days of its due date,  Sublessee  agrees to pay to  Sublessor  a
late charge of Five Cents  ($0.05) per dollar on, and in addition to, the amount
of such Rent but not exceeding the lawful maximum, if any.

         (c) Except as provided for in (d) below,  Sublessee  shall pay Rent, as
provided for herein without deduction or set-off.  In the event of a non-payment
of Rent by  Sublessee,  Sublessor  may continue to make  payments to Lessor with
respect to the  Equipment,  with the right to set-off any such payments  against
amounts due by the Sublessor or any of its affiliates to Sublessee or any of its
affiliates under any agreement.

         (d) The  parties  agree that this  Sublease  is  expressly  subject and
subordinate  to the Lessor's  interest in and to the Equipment and to the Master
Lease and the rights of the Lessor  under the  Master  Lease and that,  upon the
declaration by the Lessor of a Default under the Master Lease and written notice
thereof to the parties by the Lessor,  at the sole discretion of the Lessor,  as
specified  in such notice:  (a)  Sublessee  shall make all payments  then due or
thereafter  becoming due under this  Sublease  directly to the Lessor and/or (b)
this  Sublease  shall be  terminated  and the  Lessor  shall have all rights and
remedies specified in the Master Lease.

III.     TAXES:

         Sublessee  shall  have no  liability  for taxes  imposed  by the United
States of America or any State or political  subdivision thereof which are on or
measured by the net income of Lessor or  Sublessor.  Sublessee  shall report (to
the extent that it is legally  permissible)  and pay  promptly  all other taxes,
fees and assessments due, imposed,  assessed or levied against any Equipment (or
the  purchase,  ownership,  delivery,  leasing,  possession,  use  or  operation
thereof),  this Agreement (or any rentals or receipts hereunder),  any Schedule,
Lessor,  Sublessor  or  Sublessee  by  any  foreign,  federal,  state  or  local
government or taxing  authority during or related to the term of this Agreement,
including, without limitation, all license and registration fees, and all sales,
use, personal property, excise, gross receipts, franchise, stamp or other taxes,
imposts,  duties and charges,  together  with any  penalties,  fines or interest
thereon (all hereinafter  called "Taxes").  Sublessee shall (i) reimburse Lessor
and/or  Sublessor,  as  appropriate  (on an  after-tax  basis),  upon receipt of
written request for  reimbursement  for any Taxes charged to or assessed against
Lessor or  Sublessor;  (ii) on request  of Lessor  and/or  Sublessor,  submit to
Lessor and/or Sublessor, as appropriate, written evidence of Sublessee's payment
of Taxes, (iii) on all reports or returns show the ownership of the Equipment by
Lessor, and (iv) send a copy thereof to Lessor and Sublessor.

IV.      REPORTS:

         (a) Sublessee  will notify  Sublessor in writing,  within ten (10) days
after  any  tax or  other  lien  shall  attach  to any  Equipment,  of the  full
particulars  thereof and of the  location of such  Equipment on the date of such
notification.

         (b) Sublessee will permit Lessor and Sublessor to inspect the Equipment
and all  maintenance  records with respect  thereto during normal business hours
upon reasonable notice.

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<PAGE>

         (c) Subject to the following sentence, Sublessee will ensure that the
Equipment is located at the  Equipment  Location  (specified  in the  applicable
Schedule) within the Continental United States. Sublessee may move the Equipment
from the  Equipment  Location to a new location  within the  Continental  United
States  provided  that,  within  five (5) days  after  the end of each  calendar
quarter: (i) Sublessee shall provide to Sublessor written notice identifying the
Equipment  which has been relocated  during the immediately  preceding  calendar
quarter,  the old Equipment  Location and the new Equipment  Location;  and (ii)
Sublessee   shall  deliver  to  Sublessor  such  documents  and  instruments  as
reasonably  may be  required  by Lessor or  Sublessor  in  connection  with such
relocation,  including  (without  limitation)  Uniform Commercial Code Financing
Statements and (if required by Lessor or Sublessor) Estoppel/Waiver  Agreements,
to be filed at  Sublessee's  expense.  Upon  Lessor's  or  Sublessor's  request,
Sublessee  promptly  will  notify  Lessor  and/or  Sublessor  in  writing of the
location of any Equipment as of the date of such notification.

         (d) Sublessee will promptly and fully report to Sublessor in writing if
any Equipment is lost or damaged (where the estimated  repair costs would exceed
ten percent (10%) of its then fair market value), or is otherwise involved in an
accident causing personal injury or property damage.

         (e) Within thirty (30) days after any request by Lessor and  Sublessor,
Sublessee  will furnish to Sublessor a certificate  of an authorized  officer of
Sublessee  stating that he has reviewed the activities of Sublessee and that, to
the best of his knowledge,  there exists no Default (as hereinafter  defined) or
event  which,  with the giving of notice or the lapse of time (or  both),  would
become a Default.

V.       USE AND MAINTENANCE:

         (a)  Sublessee  agrees  that the  Equipment  will be used by  Sublessee
solely  in the  conduct  of its  business  and in a  manner  complying  with all
applicable  Federal,  state and local laws and  regulations  and any  applicable
insurance policies, and Sublessee shall not discontinue use of the Equipment.

         (b) Sublessee  will keep the Equipment  free and clear of all liens and
encumbrances other than those which result from acts of Lessor or Sublessor.

VI.      SERVICE:

         (a)  Sublessee  will,  at its  sole  expense,  maintain  each  unit  of
Equipment  in  good  operating  order,  repair,   condition  and  appearance  in
accordance with  manufacturer's  recommendations,  normal wear and tear excepted
and  Sublessee's  standard  practices  (but  in  no  event  less  than  industry
practices).  Sublessee's  maintenance  programs  shall be  subject to review and
approval by Lessor and Sublessor.  Sublessee  shall,  if at any time  reasonably
requested by Lessor or Sublessor,  affix in a prominent position on each unit of
Equipment plates,  tags or other identifying labels showing the interest therein
of Lessor and Sublessor.

                                       89

<PAGE>

         (b) Sublessee will not,  without the prior consent of Sublessor,  affix
or install any accessory,  equipment or device on any Equipment if such addition
will impair the value,  originally  intended  function or use of such Equipment.
All additions,  repairs, parts, supplies,  accessories,  equipment,  and devices
furnished,  attached or affixed to any Equipment which are not readily removable
shall be made only in compliance with applicable law, including Internal Revenue
Service guidelines, shall be free and clear of all liens, encumbrances or rights
of others, and shall become the property of Lessor.  Sublessee will not, without
the prior written  consent of Sublessor and subject to such conditions as Lessor
or Sublessor may impose for its protection, affix or install any Equipment to or
in any other personal or real property.

         (c) Any alterations or  modifications to the Equipment that may, at any
time  during  the  term of this  Agreement,  be  required  to  comply  with  any
applicable law, rule or regulation shall be made at the expense of Sublessee.

VII.     STIPULATED LOSS VALUE:

         Sublessee  shall promptly and fully notify  Sublessor in writing if any
unit of  Equipment  shall  be or  become  worn  out,  lost,  stolen,  destroyed,
irreparably damaged in the reasonable determination of Sublessee, or permanently
rendered  unfit  for use  from  any  cause  whatsoever  (such  occurrence  being
hereinafter  called  "Casualty  Occurrences").  On the rental  payment date next
succeeding a Casualty  Occurrence  (the  "Payment  Date"),  Sublessee  shall pay
Sublessor the sum of (x) the  Stipulated  Loss Value of such unit  calculated in
accordance  with Annex D to the Master Lease,  which is  incorporated  herein by
reference as of the rental payment date next preceding such Casualty  Occurrence
("Calculation  Date");  and (y) all  rental  and  other  amounts  which  are due
hereunder as of the Payment Date. In addition to the amounts required to be paid
by Sublessee on any Rent Payment Date pursuant to the preceding  clauses (x) and
(y),  Sublessee shall also pay to Sublessor the amount of any swap breakage loss
incurred by Lessor and/or any Participant (as such term is hereinafter  defined)
as a result of or in connection  with such payment on such Rent Payment Date. As
used herein, "Swap Breakage Loss" shall include LIBOR and other funding breakage
costs,  if any, and may be determined by Lessor and any Participant by reference
to the Standard  International Swap Dealers Association  calculation for "Loss."
Upon  payment of all sums due  hereunder,  the term of this  Sublease as to such
unit shall  terminate  and  (except in the case of the loss,  theft or  complete
destruction of such unit) Lessor shall be entitled to recover possession of such
unit.

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VIII.    LOSS OR DAMAGE:

         Sublessee  hereby  assumes  and shall bear the entire risk of any loss,
theft,  damage  to, or  destruction  of,  any unit of  Equipment  from any cause
whatsoever from the time the Equipment is shipped to Sublessee.

IX       INSURANCE.

         Sublessee agrees, at its own expense, to keep all Equipment insured for
such amounts as specified in the Equipment Schedules and against such hazards as
Lessor or Sublessor may require,  including,  but not limited to,  insurance for
damage  to or  loss  of such  Equipment  and  liability  coverage  for  personal
injuries,  death or property damage, with Lessor named as additional insured and
with a loss  payable  clause in favor of Lessor,  as its  interest  may  appear,
irrespective  of any breach of warranty  or other act or omission of  Sublessee.
All such policies shall be with companies, and on terms,  satisfactory to Lessor
and Sublessor.  Sublessee  agrees to deliver to Sublessor  evidence of insurance
satisfactory  to Lessor  and  Sublessor.  No  insurance  shall be subject to any
co-insurance   clause.   Sublessee   hereby   appoints   Lessor  as  Sublessee's
attorney-in-fact  to make  proof of loss and  claim for  insurance,  and to make
adjustments  with insurers and to receive  payment of and execute or endorse all
documents, checks or drafts in connection with payments made as a result of such
insurance  policies.  Any  expense  of Lessor  and  Sublessor  in  adjusting  or
collecting  insurance  shall  be  borne by  Sublessee.  Sublessee  will not make
adjustments  with  insurers  except (i) with respect to claims for damage to any
unit of Equipment where the repair costs do not exceed ten percent (10%) of such
unit's fair market value, or (ii) with Lessor's or Sublessor's  written consent.
Said policies shall provide that the insurance may not be altered or canceled by
the  insurer  until  after  thirty  (30)  days'  written  notice to  Lessor  and
Sublessor.  Sublessee may, at its option, apply proceeds of insurance,  in whole
or in part, to (i) repair or replace  Equipment or any portion thereof,  or (ii)
satisfy any obligation of Sublessee to Lessor or Sublessor hereunder.

X.       RETURN OF EQUIPMENT:

         (a)  Upon  any  expiration  or  termination  of this  Agreement  or any
Schedule, Sublessee shall promptly, at its own cost and expense: (i) perform any
testing and repairs  required to place the  affected  units of  Equipment in the
same condition and appearance as when received by Sublessee (reasonable wear and
tear excepted) and in good working order for their originally  intended purpose;
(ii) if deinstallation,  disassembly or crating is required, cause such units to
be  deinstalled,   disassembled  and  crated  by  an  authorized  manufacturer's
representative  or such other service person as is satisfactory  to Lessor;  and
(iii)  return such  units,  free and clear of all liens and  encumbrances,  to a
location within the continental United States as Lessor shall direct.

         (b)  Until  Sublessee  fully  has  complied  with the  requirements  of
Paragraph  (a)  above,   Sublessee's  Rent  payment  obligation  and  all  other
obligations   under  this   Agreement   shall   continue  from  month  to  month
notwithstanding  any  expiration  or  termination  of the  Term.  Sublessor  may
terminate  such  continued  leasehold  interest  upon ten (10)  days'  notice to

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Sublessee.  In addition to these  rents,  Sublessor  shall have all of its other
rights and remedies available as a result of this nonperformance.

XI.      DEFAULT:

         (a)  Lessor or  Sublessor  may in writing  declare  this  Agreement  in
default ("Default") if: (1) Sublessee breaches its obligation to pay Rent or any
other  sum when due and  fails to cure the  breach  within  ten (10)  days;  (2)
Sublessee breaches any of its insurance  obligations under SECTION IX hereof, or
Sublessee  fails to comply with the  provisions  of SECTION  XXIII of the Master
Lease; (3) Sublessee  breaches any of its other obligations  hereunder and fails
to cure that breach within thirty (30) days after written  notice  thereof;  (4)
any  representation  or  warranty  made by  Sublessee  in  connection  with this
Agreement  shall be false or misleading in any material  respect;  (5) Sublessee
becomes insolvent or ceases to do business as a going concern; (6) any Equipment
is illegally  used;  (7) a petition is filed by or against  Sublessee  under any
bankruptcy or insolvency laws and, if such petition is filed against  Sublessee,
such petition is not dismissed within ninety (90) days; (8) Sublessee shall have
terminated its corporate existence,  consolidated with, merged into, or conveyed
or leased  substantially  all of its assets as an entirety  to any person  (such
actions being  referred to as an "Event"),  unless not less than sixty (60) days
prior to such Event: (x) such person is organized and existing under the laws of
the  United  States or any  state,  and  executes  and  delivers  to Lessor  and
Sublessor an agreement  containing an effective assumption by such person of the
due and punctual performance of this Sublease;  and (y) Lessor and Sublessor are
reasonably  satisfied as to the  creditworthiness  of such person; (9) effective
control of Sublessor's voting capital stock, issued and outstanding from time to
time, is not retained by the present  stockholders  (unless Sublessor shall have
provided  sixty  (60)  days'  prior  written  notice to  Lessor of the  proposed
disposition  of stock and Lessor shall have consented  thereto in writing).  Any
provision  of  this  Agreement  to  the  contrary  notwithstanding,  Lessor  and
Sublessor  may  exercise all rights and remedies  hereunder  independently  with
respect to each Schedule.

         (b) After  Default,  at the request of Lessor,  Sublessee  shall comply
with the provisions of SECTION X(a) hereof.  Sublessee hereby  authorizes Lessor
to enter,  with or without legal  process,  any premises  where any Equipment is
located and take possession  thereof.  Sublessee shall,  without further demand,
forthwith pay to Lessor (i) as liquidated  damages for loss of a bargain and not
as a  penalty,  the  Stipulated  Loss  Value  of the  Equipment  (calculated  in
accordance  with Annex D to the Master  Lease as of the Rent  Payment  date next
preceding the declaration of default), and (ii) all Rent and other sums then due
hereunder.  Lessor may,  but shall not be required  to,  sell the  Equipment  at
private or public  sale,  in bulk or in  parcels,  with or without  notice,  and
without  having the  Equipment  present at the place of sale; or Lessor may, but
shall not be required to, lease,  otherwise  dispose of or keep idle all or part
of the Equipment;  and Lessor may use Sublessee's premises for any or all of the
foregoing without liability for rent, costs, damages or otherwise.  The proceeds
of sale, lease or other  disposition,  if any, shall be applied in the following
order of  priorities:  (1) to pay all of Lessor's  costs,  charges and  expenses
incurred  in  taking,  removing,  holding,  repairing  and  selling,  leasing or
otherwise disposing of Equipment; then, (2) to the extent not previously paid by
Sublessee,  to pay Lessor  all sums due from  Sublessee  hereunder;  then (3) to
reimburse  to Sublessee  any sums  previously  paid by  Sublessee

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as  liquidated  damages;  and (4) any surplus  shall be  remitted to  Sublessee.
Sublessee shall pay any deficiency in clauses (1) and (2) forthwith.

         (c) In addition  to the  foregoing  rights,  after  Default,  Lessor or
Sublessor may terminate the lease as to any or all of the Equipment.

         (d) The foregoing  remedies are cumulative,  and any or all thereof may
be  exercised in lieu of or in addition to each other or any remedies at law, in
equity,  or under statute.  Sublessee waives notice of sale or other disposition
(and the time and place thereof),  and the manner and place of any  advertising.
If permitted by law,  Sublessee  shall pay reasonable  attorney's  fees actually
incurred by Lessor and  Sublessor in enforcing  the  provisions of this Sublease
and any ancillary documents.  Waiver of any Default shall not be a waiver of any
other or subsequent default.

         (e) Any default under the terms of any other material agreement between
Sublessor  and  Sublessee  or  any  of  their  affiliates  giving  rise  to  the
termination of such other agreement may be declared by Sublessor a default under
this agreement.

XII.     ASSIGNMENT:

         (a) SUBLESSEE  SHALL NOT ASSIGN,  MORTGAGE,  SUBLET OR HYPOTHECATE  ANY
EQUIPMENT  OR THE  INTEREST OF  SUBLESSEE  HEREUNDER  WITHOUT THE PRIOR  WRITTEN
CONSENT OF SUBLESSOR.

         (b)  Sublessor may not,  without the consent of Sublessee,  assign this
Agreement or any Schedule, or the right to enter into any Schedule, such consent
not  to be  unreasonably  withheld.  In the  event  of a  permitted  assignment,
Sublessee  agrees that it will pay all Rent and other amounts payable under each
Schedule  to the  Sublessor  named  therein;  provided,  however,  if  Sublessee
receives written notice of an assignment from Sublessor,  Sublessee will pay all
Rent and other amounts  payable under any assigned  Schedule to such assignee or
as instructed by Sublessor. Each Schedule,  incorporating by reference the terms
and conditions of this  Agreement,  constitutes a separate  instrument of lease,
and the  Sublessor  named  therein  or its  assignee  shall  have all  rights as
"Sublessor"  thereunder  separately  exercisable  by  such  named  Sublessor  or
assignee as the case may be,  exclusively and  independently of Sublessor or any
assignee with respect to other Schedules  executed  pursuant  hereto.  Sublessee
further  agrees to  confirm  in writing  receipt  of a notice of  assignment  as
reasonably may be requested by assignee.

         (c)  Sublessee  acknowledges  that it has  been  advised  that  General
Electric Capital  Corporation is acting under the Master Lease for itself and as
agent  for  certain  third   parties  (each  being  herein   referred  to  as  a
"Participant" and,  collectively,  as the "Participants");  that the interest of
the Lessor in the Master Lease, the Equipment Schedules, related instruments and
documents  and/or the Equipment may be conveyed to, in whole or in part, and may
be used as security  for  financing  obtained  from,  one or more third  parties
without  the  consent  of  Sublessee  (the   "Syndication").   Sublessee  agrees
reasonably  to  cooperate  with  Lessor and  Sublessor  in  connection  with the
Syndication,  including  the  execution  and  delivery of such other  documents,

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instruments,  notices, opinions,  certificates and acknowledgments as reasonably
may be required by Lessor, Sublessor or such Participant;  provided,  however in
no event  shall  Sublessee  be  required  to consent  to any  change  that would
adversely  affect any of the  economic  terms of the  transactions  contemplated
herein.

         (d)  Subject  always to the  foregoing,  this  Agreement  inures to the
benefit  of, and is binding  upon,  the  successors  and  assigns of the parties
hereto.

XIII.    INDEMNIFICATION:

         (a)  Sublessee  hereby  agrees to  indemnify,  save and keep  harmless,
Lessor and Sublessor, their agents, employees,  successors and assigns, from and
against any and all losses, damages,  penalties,  injuries,  claims, actions and
suits,  including legal expenses,  of whatsoever kind and nature, in contract or
tort, whether caused by the active or passive negligence of Lessor or otherwise,
and including,  but not limited to, Lessor's strict  liability in tort,  arising
out of (i) the  selection,  manufacture,  purchase,  acceptance  or rejection of
Equipment, the ownership of Equipment during the Term, and the delivery,  lease,
possession,  maintenance,  uses, condition, return or operation of the Equipment
(including,  without  limitation,  latent  and  other  defects,  whether  or not
discoverable  by Sublessor or Sublessee  and any claim for patent,  trademark or
copyright  infringement  or  environmental  damage),  or (ii) the  condition  of
Equipment sold or disposed of after use by Sublessee, any sublessee or employees
of Sublessee.  Sublessee  shall,  upon request,  defend any actions based on, or
arising out of, any of the foregoing.

         (b) All of Lessor's and Sublessor's rights,  privileges and indemnities
contained in this Section shall survive the  expiration or other  termination of
this Sublease and the Master Lease and the rights,  privileges  and  indemnities
contained herein are expressly made for the benefit of, and shall be enforceable
by Lessor, Sublessor and their successors and assigns.

XIV.     DISCLAIMER:

         SUBLESSEE  ACKNOWLEDGES  THAT IT HAS SELECTED THE EQUIPMENT WITHOUT ANY
ASSISTANCE  FROM LESSOR,  ITS AGENTS OR EMPLOYEES.  EXCEPT AS MAY BE PROVIDED IN
THE  MASTER  ESTABLISHMENT  AND  TRANSITION  AGREEMENT,  BETWEEN  SUBLESSOR  AND
SUBLESSEE DATED _____________, 2000 ("MEAT AGREEMENT"), SUBLESSOR DOES NOT MAKE,
HAS NOT  MADE,  NOR  SHALL BE  DEEMED  TO MAKE OR HAVE  MADE,  ANY  WARRANTY  OR
REPRESENTATION,  EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE
EQUIPMENT  LEASED  HEREUNDER  OR  ANY  COMPONENT  THEREOF,  INCLUDING,   WITHOUT
LIMITATION,  ANY WARRANTY AS TO DESIGN, COMPLIANCE WITH SPECIFICATIONS,  QUALITY
OF MATERIALS OR WORKMANSHIP,  MERCHANTABILITY,  FITNESS FOR ANY PURPOSE,  USE OR
OPERATION,  SAFETY, PATENT,  TRADEMARK OR COPYRIGHT INFRINGEMENT,  OR TITLE. All
such risks, as between Sublessor and Sublessee, or between Lessor and Sublessee,
are to be borne by Sublessee.  Without limiting the foregoing, and except as may
be provided in the MEAT  Agreement,  Sublessor shall have no  responsibility  or
liability to Sublessee or any

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other person with respect to any of the following:  (i) any  liability,  loss or
damage caused or alleged to be caused  directly or indirectly by any  Equipment,
any inadequacy thereof,  any deficiency or defect (latent or otherwise) therein,
or any other  circumstance in connection  therewith;  (ii) the use, operation or
performance  of  any  Equipment  or  any  risks  relating  thereto;   (iii)  any
interruption   of  service,   loss  of  business  or   anticipated   profits  or
consequential damages; or (iv) the delivery, operation, servicing,  maintenance,
repair,  improvement or  replacement  of any  Equipment.  If, and so long as, no
default  exists  under  this  Sublease,  Sublessee  shall  be,  and  hereby  is,
authorized  during the term of this Lease to assert and enforce,  at Sublessee's
sole cost and expense,  from time to time, in the name of and for the account of
Lessor,  Sublessor  and/or  Sublessee,  as their interests may appear,  whatever
claims and rights  Sublessor  or Lessor may have  against  any  Supplier  of the
Equipment.

XV.      REPRESENTATIONS AND WARRANTIES OF SUBLESSEE:

         Sublessee represents and warrants to Sublessor that on the date hereof:

         (a)  Sublessee  has  adequate  power and  capacity to enter  into,  and
perform  under,  this  Agreement  and  all  related  documents  (together,   the
"Documents") and is duly qualified to do business wherever necessary to carry on
its present  business and operations,  including the  jurisdiction(s)  where the
Equipment is or is to be located.

         (b) The Documents have been duly authorized,  executed and delivered by
Sublessee and constitute  valid,  legal and binding  agreements,  enforceable in
accordance  with their  terms,  except to the  extent  that the  enforcement  of
remedies  therein  provided  may be  limited  under  applicable  bankruptcy  and
insolvency laws.

         (c) No approval,  consent or withholding of objections is required from
any governmental  authority or instrumentality with respect to the entry into or
performance  by  Sublessee  of the  Documents  except such as have  already been
obtained.

         (d) The entry into and  performance  by Sublessee of the Documents will
not: (i) violate any judgment,  order, law or regulation applicable to Sublessee
or any provision of Sublessee's  articles of incorporation,  charter or by-laws;
or (ii)  result in any breach of,  constitute  a default  under or result in the
creation of any lien,  charge,  security  interest or other encumbrance upon any
Equipment  pursuant  to any  indenture,  mortgage,  deed of trust,  bank loan or
credit  agreement  or other  instrument  (other  than this  Agreement)  to which
Sublessee is a party.

         (e) There are no suits or proceedings pending or threatened in court or
before any commission, board or other administrative agency against or affecting
Sublessee, which will have a material adverse effect on the ability of Sublessee
to fulfill its obligations under this Agreement.

         (f) Sublessee is and will be at all times validly  existing and in good
standing  under the laws of the  state of its  incorporation  (specified  in the
first  sentence of this  Agreement)  and is

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in good standing and qualified as a foreign corporation in (i) each jurisdiction
in which the  Equipment  is or will be  located  and (ii) in such  jurisdictions
where Sublessee's  ownership or lease of property or the conduct of its business
requires it to be so qualified.

XVI.     COVENANTS OF SUBLESSEE:

         Sublessee covenants and agrees as follows:

         (a)  Promptly  upon any  officer or  director  of  Sublessee  obtaining
knowledge of any  condition or event which  constitutes a default or a potential
default  hereunder,  Sublessee  shall provide prompt written notice to Sublessor
specifying  such  condition  and what action  Sublessee is taking or proposes to
take with respect thereto.

         (b)  Sublessee  will  promptly  execute and deliver to  Sublessor  such
further  documents,  instruments  and assurances and take such further action as
Lessor or Sublessor from time to time may  reasonably  request in order to carry
out the intent and purpose of this  Sublease  and to  establish  and protect the
rights and  remedies  created or intended to be created in favor of Sublessor or
Lessor hereunder.

         (c) Sublessee will comply with all affirmative  and negative  covenants
set forth in Exhibits M and N to the Master Lease,  to the same extent as if set
forth herein.

         (d) Sublessee will not attach or  incorporate  any item of Equipment to
or in any other item of  equipment  or  personal  property  or to or in any real
property  in a manner  that gives rise to the  assertion  of any lien,  claim or
encumbrance  on such  item of  Equipment  by reason  of such  attachment  or the
assertion of a claim that such item of Equipment has become a fixture. Sublessee
hereby agrees that it will  purchase any such item of Equipment  which Lessor or
Sublessor  notifies Sublessee in writing is subject to the assertion of any such
lien, claim or encumbrance within ten (10) days of such notice.

         (e) The Equipment  will at all times be used for commercial or business
purposes.

         (f)  Sublessee  shall not take any action  that  would  cause a default
under this Sublease or the Master Lease or omit to take any action  necessary to
prevent a breach of this Sublease or the Master Lease.

XVII.    REPRESENTATIONS AND WARRANTIES OF SUBLESSOR:

         (a)  Sublessor  has  adequate  power and  capacity to enter  into,  and
perform  under,  this  Agreement  and  all  related  documents  (together,   the
"Documents") and is duly qualified to do business wherever necessary to carry on
its present  business and operations,  including the  jurisdiction(s)  where the
Equipment is or is to be located.

         (b) The Documents have been duly authorized,  executed and delivered by
Sublessor and constitute  valid,  legal and binding  agreements,  enforceable in
accordance  with their  terms,

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except to the extent that the  enforcement of remedies  therein  provided may be
limited under applicable bankruptcy and insolvency laws.

         (c) No approval,  consent or withholding of objections is required from
any governmental  authority or instrumentality with respect to the entry into or
performance  by  Sublessor  of the  Documents  except such as have  already been
obtained.

         (d) There are no suits or proceedings pending or threatened in court or
before any commission, board or other administrative agency against or affecting
Sublessor, which will have a material adverse effect on the ability of Sublessor
to fulfill its obligations under this Agreement.

         (e)  Sublessor has not received a Notice of Default on the Master Lease
from Lessor and, to  Sublessor's  knowledge  after the  exercise of  Sublessor's
commercially  reasonable  best  efforts to  investigate  the same,  no  material
default has  occurred on the Master Lease with  respect to the  Equipment  which
could not be cured by the giving of notice or  undertaking  of other actions not
material to the market value of the Equipment taken as a whole.

XVIII.   COVENANTS OF SUBLESSOR:

         Sublessor covenants and agrees as follows:

         (a)  Sublessor  shall at all time  perform  its  obligations  under the
Master Lease with respect to the Equipment, except such covenant shall not apply
to the extent such default is due to actions or failure to act by Sublessee.

         (b)  Sublessor  shall  notify  Sublessee  in  writing  of any notice of
default which it receives from the Lessor with respect to the Equipment:  (1) if
with respect to a failure to pay rent or any other sum when due,  such notice to
be delivered  to  Sublessee no later than 2 days after  receipt of the notice of
default  received by  Sublessor,  and (2) if with respect to any other notice of
default,  such notice to be  delivered  to Sublessee no later than 10 days after
receipt of the notice of default received by Sublessor

XIX.     OWNERSHIP FOR TAX PURPOSES, GRANT OF SECURITY INTEREST; USURY SAVINGS:

         (a) For income tax purposes,  Lessor and Sublessor will treat Sublessee
as the owner of the Equipment.  Accordingly, Lessor and Sublessor will not claim
any tax benefits available to an owner of the Equipment.

         (b)  Sublessee  hereby  acknowledges  that Lessor has a first  security
interest in the Equipment, together with all additions, attachments, accessions,
accessories  and accessions  thereto whether or not furnished by the Supplier of
the Equipment and any and all substitutions,


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replacements  or  exchanges  therefor,  and any and all  insurance  and/or other
proceeds of the  property in and  against  which a security  interest is granted
hereunder.

         (c) It is the  intention  of the  parties  hereto  to  comply  with any
applicable usury laws to the extent that any Equipment Schedule is determined to
be subject to such laws;  accordingly,  it is agreed that,  notwithstanding  any
provision  to the contrary in any  Equipment  Schedule or this  Sublease,  in no
event shall any Equipment  Schedule require the payment or permit the collection
of interest in excess of the maximum amount  permitted by applicable law. If any
such excess interest is contracted for,  charged or received under any Equipment
Schedule or this  Sublease,  or in the event that all of the  principal  balance
shall be prepaid, so that under any of such circumstances the amount of interest
contracted for, charged or received under any Equipment Schedule or the Sublease
shall exceed the maximum amount of interest permitted by applicable law, then in
such event: (i) the provisions of this paragraph shall govern and control,  (ii)
neither Sublessee nor any other person or entity now or hereafter liable for the
payment  hereof  shall be  obligated  to pay the amount of such  interest to the
extent  that it is in excess of the  maximum  amount of  interest  permitted  by
applicable  law,  (iii) any such excess which may have been  collected  shall be
either applied as a credit against the then unpaid principal balance or refunded
to Sublessee,  at the option of the  Sublessor,  and (iv) the effective  rate of
interest  shall be  automatically  reduced to the maximum  lawful  contract rate
allowed under applicable law as now or hereafter  construed by the courts having
jurisdiction  thereof.  It is further  agreed  that  without  limitation  of the
foregoing,  all calculations of the rate of interest  contracted for, charged or
received  under any  Equipment  Schedule or the Sublease  which are made for the
purpose of  determining  whether such rate exceeds the maximum  lawful  contract
rate,  shall be made, to the extent  permitted by applicable law, by amortizing,
prorating, allocating and spreading in equal parts during the period of the full
stated  term of the  indebtedness  evidenced  hereby,  all  interest at any time
contracted for,  charged or received from Sublessee or otherwise by Sublessor in
connection with such  indebtedness;  provided,  however,  that if any applicable
state law is  amended or the law of the United  States of America  preempts  any
applicable  state law,  so that it becomes  lawful  for  Sublessor  to receive a
greater interest per annum rate than is presently allowed,  the Sublessee agrees
that, on the effective date of such amendment or preemption, as the case may be,
the lawful  maximum  hereunder  shall be increased  to the maximum  interest per
annum rate allowed by the amended  state law or the law of the United  States of
America.

XX.      END OF SUBLEASE PURCHASE OPTION:

         So long as (i) no default exists under the Sublease or the Master Lease
and (ii) the Term of the  Sublease  and the  Master  Lease has not been  earlier
terminated,  Sublessee may at the  expiration of the Term of the Sublease,  upon
one hundred eighty (180) days' prior written  notice to Sublessor,  purchase all
(but not less than all) of the Equipment  described in any Schedule on an AS IS,
WHERE IS BASIS without recourse to or warranty from Sublessor or lessor, express
or  implied,  for a  purchase  price of $1.00  payable  to  Sublessor  (plus all
applicable sales taxes).  The payment shall be due and payable on the expiration
of the Term of the Sublease and the Master Lease.


                                       98

<PAGE>

XXI.     MISCELLANEOUS:

         (a) SUBLESSEE HEREBY  UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL
OF ANY  CLAIM OR CAUSE OF ACTION  BASED  UPON OR  ARISING  OUT OF,  DIRECTLY  OR
INDIRECTLY,  THIS SUBLEASE,  ANY OF THE RELATED DOCUMENTS,  ANY DEALINGS BETWEEN
SUBLESSEE  AND  SUBLESSOR OR THE LESSOR  RELATING TO THE SUBJECT  MATTER OF THIS
TRANSACTION OR ANY RELATED  TRANSACTIONS,  AND/OR THE RELATIONSHIP THAT IS BEING
ESTABLISHED  BETWEEN  SUBLESSEE  AND  SUBLESSOR.  The  scope of this  waiver  is
intended to be all encompassing of any and all disputes that may be filed in any
court (including,  without limitation,  contract claims, tort claims,  breach of
duty claims,  and all other  common law and  statutory  claims).  THIS WAIVER IS
IRREVOCABLE MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND
THE WAIVER SHALL APPLY TO ANY SUBSEQUENT  AMENDMENTS,  RENEWALS,  SUPPLEMENTS OR
MODIFICATIONS TO THIS SUBLEASE, ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS
OR AGREEMENTS  RELATING TO THIS TRANSACTION OR ANY RELATED  TRANSACTION.  In the
event of litigation, this Agreement may be filed as a written consent to a trial
by the court.

         (b) Any  cancellation  or  termination  by  Sublessor,  pursuant to the
provision of this Sublease, any Schedule, supplement or amendment hereto, or the
sublease of any Equipment  hereunder,  shall not release Sublessee from any then
outstanding obligations to Sublessor hereunder.

         (c) All Equipment shall at all times remain personal property of Lessor
regardless of the degree of its annexation to any real property and shall not by
reason of any  installation  in, or  affixation  to, real or  personal  property
become a part  thereof.  Sublessee  shall obtain and deliver to Sublessor (to be
recorded at Lessee's expense) from any person having an interest in the property
where the  Equipment  is to be  located,  waivers  of any lien,  encumbrance  or
interest which such person might have or hereafter  obtain or claim with respect
to the Equipment.

         (d) Time is of the essence of this  Agreement.  Sublessor's  failure at
any time to require  strict  performance  by Sublessee of any of the  provisions
hereof shall not waive or diminish Sublessor's right thereafter to demand strict
compliance therewith.

         (e)  Sublessee  agrees,  upon  Sublessor's   request,  to  execute  any
instrument  necessary  or expedient  for filing,  recording  or  perfecting  the
interest of Sublessor or Lessor.

         (f) All  notices  required to be given  hereunder  shall be in writing,
personally delivered,  delivered by overnight courier service, sent by facsimile
transmission (with  confirmation of receipt),  or sent by certified mail, return
receipt requested, addressed to the other party at its respective address stated
above or,  with  respect to the  Lessor,  in the  Master  Lease or at such other
address as such party shall from time to time  designate in writing to the other
party, and shall be effective from the date of receipt.

                                       99

<PAGE>

         (g) This Sublease and the Schedule,  including the Equipment  Schedules
and the  schedules  to the  Master  Lease,  which  are  incorporated  herein  by
reference,  constitute the entire agreement  between the parties with respect to
the  subject  matter  hereof  and shall not be  amended or altered in any manner
except by a document  in writing  executed  by both  parties.  NO  VARIATION  OR
MODIFICATION  OF  THIS  AGREEMENT  OR ANY  WAIVER  OF ANY OF ITS  PROVISIONS  OR
CONDITIONS,  SHALL BE VALID  UNLESS  IN  WRITING  AND  SIGNED  BY AN  AUTHORIZED
REPRESENTATIVE  OF THE PARTIES HERETO.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

         (h) The  representations,  warranties and covenants of Sublessee herein
shall be deemed to survive the closing  hereunder.  The obligations of Sublessee
which accrue during the term of this  Agreement and  obligations  which by their
express  terms  survive the  termination  of this  Agreement,  shall survive the
termination of this Agreement.

         (i) In case of a failure of Sublessee  to comply with any  provision of
this Agreement,  Sublessor shall have the right, but shall not be obligated,  to
effect such  compliance,  in whole or in part; and all moneys spent and expenses
and  obligations  incurred or assumed by Sublessor in effecting such  compliance
(together  with interest  thereon at the rate specified in Paragraph (j) of this
Section) shall constitute  additional Rent due to Sublessor within five (5) days
after  the  date  Sublessor  sends  notice  to  Sublessee   requesting  payment.
Sublessor's  effecting  such  compliance  shall not be a waiver  of  Sublessee's
default.

         (j) Any Rent or other  amount  not paid to  lessor  when due  hereunder
shall bear interest,  both before and after any judgment or termination  hereof,
at the lesser of eighteen percent (18%) per annum or the maximum rate allowed by
law.

         (k) Any  provisions  in this  Agreement  and any Schedule  which are in
conflict  with any  statute,  law or  applicable  rule shall be deemed  omitted,
modified or altered to conform thereto.

         (l) So  long  as no  Default  shall  have  occurred  and be  continuing
hereunder,  and conditioned  upon Sublessee  performing all of the covenants and
conditions  hereof,  as  to  claims  of  Sublessor  or  persons  claiming  under
Sublessor,  Sublessee  shall  peaceably  and quietly  hold,  possess and use the
Equipment during the Term of this Agreement  subject to the terms and conditions
hereof.

         (m) Whether or not any Equipment is leased  hereunder,  Sublessee shall
pay upon demand as  additional  Rent  hereunder  all  reasonable  and  necessary
documented  transaction  expenses  including,  but not limited  to,  expenses of
counsel,  due diligence,  appraisals,  lien searches,  Uniform  Commercial  Code
and/or Estoppel/Waiver Agreement filing fees, and field audits.

                                      100

<PAGE>

XXII.    CHOICE OF LAW; JURISDICTION:

         THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES  HEREUNDER
SHALL IN ALL RESPECTS BE GOVERNED  BY, AND  CONSTRUED IN  ACCORDANCE  WITH,  THE
INTERNAL LAWS OF THE STATE OF NEW YORK  (WITHOUT  REGARD TO THE CONFLICT OF LAWS
PRINCIPLES OF SUCH STATE),  INCLUDING ALL MATTERS OF CONSTRUCTION,  VALIDITY AND
PERFORMANCE, REGARDLESS OF THE LOCATION OF THE EQUIPMENT. The parties agree that
any action or  proceeding  arising out of or relating to this  Agreement  may be
commenced in the United States  District Court for the Southern  District of New
York.

XXIII.   CHATTEL PAPER:

         To the extent that any Schedule would constitute chattel paper, as such
term is defined in the Uniform  Commercial  Code as in effect in any  applicable
jurisdiction,  no security  interest therein may be created through the transfer
or  possession  of this  Agreement  in and of itself  without  the  transfer  or
possession of the original of a Schedule executed pursuant to this Agreement and
incorporating  this  Agreement by  reference;  and no security  interest in this
Agreement  and a Schedule  may be created by the transfer or  possession  of any
counterpart  of the  Schedule  other than the original  thereof,  which shall be
identified as the document marked "Original" and all other counterparts shall be
marked "Duplicate."

         IN WITNESS  WHEREOF,  Sublessor and Sublessee have caused this Sublease
Agreement to be executed by their duly authorized representatives as of the date
first written above.

SUBLESSOR                           SUBLESSEE

BRIDGE INFORMATION SYSTEMS          SAVVIS COMMUNICATIONS
AMERICA, INC.                       CORPORATION



By:                                 By:
   -----------------------------       -----------------------------
Its:                                Its:
     -----------------------------       -----------------------------


                                      101

<PAGE>


                                    EXHIBIT L
                        JAPANESE STOCK PURCHASE AGREEMENT



                            STOCK PURCHASE AGREEMENT

                  This Stock Purchase Agreement ("Agreement") is made this _____
day of February,  2000, by and between Bridge  International  Holdings,  Inc., a
Delaware  corporation  having  its  principal  place of  business  at 717 Office
Parkway,  St.  Louis,  Missouri  63141  ("Seller"),  and  SAVVIS  Communications
Corporation,  a Delaware  corporation  having its principal place of business at
717 Office Parkway, St. Louis, Missouri 63141 ("SAVVIS") (Seller and SAVVIS each
a "Party" and collectively the "Parties").

                                   WITNESSETH

                  WHEREAS,   Bridge  Information  Systems  Inc.  ("BISI"),   the
ultimate parent company of the Seller,  desires to effectuate a restructuring of
its network operations by transferring certain assets, liabilities,  rights, and
obligations   relating  to  its  IP  Network,  as  well  as  stock,  of  certain
subsidiaries world-wide to its subsidiary, SAVVIS, and its subsidiaries pursuant
to  an  agreement   to  be  executed   between  BISI  and  SAVVIS  (the  "Master
Establishment and Transition Agreement"); and

                  WHEREAS,  pursuant to the Master  Establishment and Transition
Agreement,  the  transfer  of the IP Network in  foreign  jurisdictions  will be
effected  pursuant to other agreements to be executed between BISI and SAVVIS or
their respective subsidiaries;

                  WHEREAS,  the Seller owns all the outstanding  stock of Bridge
Information Systems (Japan) KK, a company organized under the laws of Japan (the
"Company");

                  WHEREAS,  the  Company  currently  owns  all  the  assets  and
interests relating to the IP Network in Japan;

                  WHEREAS,  Seller desires to sell to SAVVIS, and SAVVIS desires
to purchase  from Seller all the shares of common  stock (the  "Shares")  of the
Company on the terms and conditions set forth herein;

                  NOW THEREFORE, in consideration of the premises and the mutual
covenants  and  obligations  herein  set  forth and of other  good and  valuable
consideration,  receipt of which is hereby  acknowledged,  the Parties  agree as
follows:

1.         DEFINITIONS

           1.1 In this  Agreement,  the  following  expressions  shall  have the
           following meanings namely:

           "Agreement"  means the  agreement  between  the  Parties the terms of
           which are set out herein;

                                      102

<PAGE>

           "Closing" has the meaning set forth in Clause 4.1;

           "Effective Date" means the date first written above;

           "IP  Network"  means  telecommunications  facilities  using  internet
           protocols;

           1.2 In this Agreement words importing the singular include the plural
           and vice versa and words importing gender include any other gender.

           1.3 The headings of Clauses are for ease of  reference  and shall not
           affect the construction of this Agreement.

           1.4 References in this Agreement to Clauses are references to clauses
           of this Agreement.

           1.5 Any  undertaking  hereunder  not to do any act or thing  shall be
           deemed to include an undertaking not to permit or suffer the doing of
           that act or thing.

           1.6 The  expression  "person"  used in this  Agreement  shall include
           (without  limitation) any individual,  partnership,  local authority,
           company or unincorporated association.

2.         SALE & PURCHASE

           Upon the  terms  and  subject  to the  conditions  set  forth in this
           Agreement,  Seller  shall sell and SAVVIS  shall  purchase the Shares
           free and clear of all security  interests,  claims, and restrictions,
           with effect from the Effective Date.

3.         CONSIDERATION

           3.1 The purchase price for the Shares (the "Consideration")  shall be
           US$ 1,014,319.65.

           3.2 The  Consideration  shall be due and payable  within  thirty (30)
           days after the Closing.

4.         CLOSING

           4.1 Closing of the sale shall take place on February __,  2000,  when
           Seller shall deliver to SAVVIS the share certificate representing the
           Shares.

           4.2  Title to the Shares shall pass to SAVVIS on the Effective Date.

5.         REPRESENTATIONS AND WARRANTIES

           5.1  Seller  represents  and  warrants  that it is now and will be at
           Closing  the sole  holder of record and  beneficial  owner of all the
           Shares,  that it owns  the  Shares  free and  clear  of all

                                      103

<PAGE>

           security  interests,  claims,  and restrictions,  and that the Shares
           constitute  all of the  outstanding  capital  stock  of the  Company.
           Seller will cause the transfer to SAVVIS of good and marketable title
           to the Shares at Closing,  free and clear of all security  interests,
           claims,  and  restrictions.  Seller  represents that it has the legal
           capacity  and  authority to execute and deliver  this  Agreement,  to
           perform its obligations hereunder, and to consummate the transactions
           contemplated hereby.

           5.2 The  tangible  and  intangible  property  owned and leased by the
           Company and listed or described  on Schedule  5.2 hereto  constitutes
           all of the  property  and  property  rights  owned and  leased by the
           Company and all of the property  and property  rights that in any way
           relate to, are used in, or are  necessary for the operation of the IP
           Network of the  Company  in the  manner  and to the extent  presently
           conducted or planned.  Further, the Company does not own or lease any
           tangible or  intangible  property that is unrelated to the IP Network
           and not  mentioned in Schedule  5.2.  Should the Company own or lease
           property not related to the IP Network, the Parties shall endeavor to
           cause such  property to be  returned  to the Seller,  and any charges
           incurred or revenues generated in connection with such property shall
           be allocated to the appropriate  Party as if such property were owned
           or leased by the Seller.

           5.3 SAVVIS and Seller  shall take all  reasonable  efforts to jointly
           prepare,  within fifteen days after the Effective Date, or as soon as
           practical  thereafter,  a revised  list of the  property set forth on
           Schedule 5.2. This revised list shall supersede the attached Schedule
           5.2 and shall include any assets purchased or acquired by the Company
           after October 31, 1999 but before the Effective  Date and  comprising
           part of the IP Network.  The parties shall negotiate in good faith to
           finalize the revised Schedule 5.2 and shall provide to each other any
           information or records reasonably necessary to finalize it.

6.         FURTHER ASSURANCE

           From and after  Closing,  the Parties  shall do such acts and execute
           such documents and instruments as may be reasonably  required to make
           effective the  transactions  contemplated  hereby.  In the event that
           consents,  approvals, other authorizations or other acts contemplated
           by this  Agreement  have not been fully  effected as of Closing,  the
           parties will continue after Closing,  without further  consideration,
           to use their best efforts to carry out such transactions. However, in
           the  event  that  certain  approvals,  consents  or  other  necessary
           documentation  cannot  be  secured,   then  the  Party  having  legal
           responsibility,  ownership,  or  control  shall  act on behalf of the
           other Party, without further  consideration,  to effect the essential
           intention   of  the  Parties   with   respect  to  the   transactions
           contemplated by this Agreement.

7.         SURVIVAL OF CERTAIN PROVISIONS

           To the extent that any  provision  of this  Agreement  shall not have
           been  performed at Closing it shall  survive and remain in full force
           and effect notwithstanding Closing.

                                      104

<PAGE>

8.         GOVERNING LAW AND CHOICE OF FORUM

           This Agreement  shall be governed by and construed and interpreted in
           accordance with the laws of the State of Missouri, and the parties to
           this  Agreement  hereby  agree that all matters  arising out of or in
           connection  with this  Agreement  shall be subject  to the  exclusive
           jurisdiction  of the state and federal  courts  located in St. Louis,
           Missouri.


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

                                        SAVVIS COMMUNICATIONS CORPORATION

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


                                        BRIDGE INTERNATIONAL HOLDINGS, INC.

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


                                      105


<PAGE>




                                  SCHEDULE 1.3
                            OTHER ASSUMED LIABILITIES


None.









                                      106
<PAGE>

                                  SCHEDULE 2.3
                            PAYMENT OF PURCHASE PRICE

Payment  of cash  portion of the  Purchase  Price  will be by wire  transfer  of
immediately  available funds to an account of Seller, the instructions for which
shall be provided to Buyer from Seller no less than three days prior to Closing.









                                      108

<PAGE>



                                  SCHEDULE 3.3
                           CONTRACTS REQUIRING CONSENT


The Parties acknowledge that Seller may be required to grant a security interest
in all  of  its  rights,  and  those  of the  Seller  Subsidiaries,  under  this
Agreement,  the Global Operative Agreements and the Local Operative  Agreements,
and  further  that no such  liens or  encumbrances  shall  be a  breach  of this
Agreement, including this Section 3.3. See also attached.









                                      109

<PAGE>





                                 SCHEDULE 3.5(a)
                              IP NETWORK EXCEPTIONS


The US Network Assets,  as set forth on Schedule 1.16, are only those US Network
Assets as of October 31, 1999.

The International  Network Assets, as set forth on Schedule 1.10, are only those
International  Network Assets as of October 31, 1999;  provided,  however,  that
those  International  Network  Assets  listed  for  Austria,  Belgium,  Denmark,
Finland,  France, Germany, Italy,  Luxembourg,  the Netherlands,  Norway, Spain,
Sweden, Switzerland, Turkey and the United Kingdom are as of December 31, 1999.

Seller and BT Contracts  Rentals  Ltd,  with an address of Capital  House,  Bond
Street,  Bristol  BS1 3LA,  have  entered  into a lease  for 500  routers  ("the
Lease"),  certain of which have been installed as part of the IP Network. Seller
is not  transferring  its  interest  or  obligations  in the Lease or the leased
routers to Buyer,  but has secured the consent of BT Contract  Rentals  Ltd. for
Buyer to use, for the remainder of the term of the Lease,  such leased  routers.
Such use by Buyer shall be without cost to Buyer. Seller shall remain liable for
all lease  payments  and  related  charges  under the Lease.  Buyer's use of the
leased  routers  shall be  subject  to and in  accordance  with the terms of the
Lease.











                                      110
<PAGE>

                                  SCHEDULE 3.7
                                    EMPLOYEES

The Americas
------------
Acocks, Terry             Gilfillan, Jeff             Mueller, Don
Alexander, Larry          Grant, Michael              Mutrux, Alex
Allen, Courtney           Grenier, Craig              Nolan, Carrie
Amador, Alan              Griffith, Ken               Nottingham, Aaron
Ansley, Mike              Gwaltney, Chris             Ozanic, Candi
Arft, Chris               Heinrich, Matt              Patel, Reshma
Ballard, Tony             Hensel, Mary                Paule, Felisa
Bearfield, Lydia          Hewitt, Ray                 Pearson, Dorothy
Bonoist, Chris            Hezell, Larry               Pezold, Jim
Berry, Paul               Houston, Denise             Regot, Alva
Bishop, Mike              Hughes, Lynda               Robinson, Don
Boaz, Constance           Hunt, Tab                   Robles, Rick
Brissette, Dave           Johnson, Cindy              Rocha, Louis
Burdick, Linda            Judge, Curtis               Schwamle, Chris
Burnham, Robert           Kahill, Narriman            Scroggins, Jerry
Cattel, Mike              Kanne, Fred                 Siedhoff, Jim
Champagne, Robert         Klasinski, Gabe             Stevens, Wayne
Cilino, Steve             Kirby, Robert               Taylor, Mike
Coffman, Jeff             Kurtz, Dennis               Walkenhorst, Jamie
Collins, Tanya            Ladd, Connie                Watkins, Terrence
Cornwell, Michael         Laslie, Matt                Weber, John
Cracker, Shelia           Leatherman, Phillip         West, Mark
Dailey, Sue               Lee, Hing                   Whinery, Eric
Delard, Norma             Linck, Carol                Wilson, Michelle
Disano, Wanda             Lokke, Chris                Wolf, Michelle
Doerr, Mike               Luciani, Jim                Woltering, Ben
Engle, Scott              Mallory, Kevin              Zollner, Tim
Ennis, Erik               Maragliano, Dave            Zuccarello, Theresa
Freeman, James            McCormick, Rob

Europe
------
Appleton, Allan           Evans, Richard              Scane, Jeffrey George
Bahra, Kushvinder         Hill, Ian                   Spellman, Gary
Baker, Simon              Korn, Yoav                  Symonds, Geoff
Burks, Andrew             Lambert, David              Taylor, Mark
Cann, Terry Alexander     Morley, Julie               Wilkinson, Charles
Choudhury, Jimpy          Norwood, Jane               Yiatanou, George
D'Cruz, Lincoln           Saunders, Andrew


                                      111

<PAGE>
Asia
----
Hicks, Rob             Zu, Boon Tec









                                      112


<PAGE>

                                 SCHEDULE 5.2(b)
                                SATELLITE RIGHTS


Contracts:

Agreement  for the Provision of DirecPC  Professional  Services Data Network and
Integrated  Satellite  Business  Network  Equipment  Services  in Europe and the
Middle  East  between  HOT  Telecommunications  Limited  and Bridge  Information
Systems, Inc. commencing July 1, 1999.

Hughes Network Systems Customer Agreement with Bridge Information Systems, dated
October 10, 1998.

Countries:

Bulgaria
Croatia
Cyprus
Czech Republic
Egypt
Estonia
Jersey
Latvia
Lithuania
Macedonia
Portugal
Romania
Russia
Slovakia


                                      113

<PAGE>


                                  SCHEDULE 5.5
                      SHORT-TERM CALL ASSETS JURISDICTIONS


Greece
Hungary
Ireland
Poland

Taiwan

Mexico
Venezuela


                                      114


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