Sample Business Contracts


Technical Services Agreement - SAVVIS Communications Corp. and Bridge Information Systems Inc.

Services Forms


                          TECHNICAL SERVICES AGREEMENT


         This TECHNICAL  SERVICES AGREEMENT (the "AGREEMENT") is effective as of
12:01  A.M.   February  14,  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  Protocol
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
Protocol  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  Technical  Services  Agreement  to be
entered into between  SAVVIS and Bridge,  pursuant to which Bridge shall provide
technical  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  an   Administrative   Services   Agreement  of  even  date   herewith  (the
"ADMINISTRATIVE  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,  Local Network  Services  Agreements  (the "LOCAL  NETWORK  SERVICES
AGREEMENTS"),  Equipment Collocation Permits, and Local Administrative  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:


<PAGE>

1.       CONTRACT DOCUMENTS AND DEFINITIONS

         1.1.     This  Agreement  shall  consist  of  this  Technical  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  Addenda,
                  provided  that if such a conflict  shall  arise,  the  Addenda
                  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.
                  Capitalized  terms not otherwise defined herein shall have the
                  meanings  assigned  to such terms in the Master  Establishment
                  and Transition Agreement.

                  "ADDITIONAL NETWORK FACILITIES" means any assets and contracts
                  of SAVVIS for the provision of Internet  Protocol backbone and
                  other data transport  services other than the Acquired Network
                  Facilities.

                  "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.

                  "AMERICAS"  means  North America,  Central  America  and South
                  America,  including the Caribbean, but  excluding  the  United
                  States.

                                       2
<PAGE>

                  "ASIA" means Australia,  China, Hong Kong,  India,  Indonesia,
                  Japan,  Korea,  Macau,  Malaysia,  New  Zealand,  Philippines,
                  Singapore, Taiwan, and Thailand.

                  "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
                  Transition Agreement.

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

                  "EUROPE" means Austria,  Belgium,  Denmark,  Finland,  France,
                  Germany,   Greece,  Hungary,   Ireland,   Italy,   Luxembourg,
                  Netherlands,   Norway,  Poland,  Spain,  Sweden,  Switzerland,
                  Turkey and the United Kingdom.

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

                  "LOCAL ACCESS FACILITIES" means the local access line or other
                  local  communications  circuit  provided  by a local  exchange
                  carrier  connecting  the Acquired  Network  Facilities  or the
                  Additional Network Facilities to an Installation Site.

                  "NOC" means each Network Operations Center that is part of the
                  SAVVIS  Network,  including  the NOCs  currently in St. Louis,
                  London and Singapore.

                                       3

<PAGE>

                  "QUALITY OF SERVICE  STANDARDS"  means the  standards  for the
                  performance  of the  Services  contained  in a Schedule  or an
                  Addendum to this Agreement.

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

                  "SAVVIS  EQUIPMENT"  means  all  items of  equipment  owned by
                  SAVVIS or provided  to SAVVIS by others  related to the SAVVIS
                  Network.

                  "SAVVIS  NETWORK"  means  the  managed  packet-data  transport
                  networks  operated  by  SAVVIS,  whether  using  the  Acquired
                  Network Facilities or using Additional Network Facilities.

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

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

                  "SECURITIES EXCHANGE ACT" means the Securities Exchange Act of
                  1934, as amended.

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

                  "SERVICE  SITE" means any  location at which  Bridge  provides
                  Services to SAVVIS. The Service Sites may be changed by mutual
                  agreement  of the  parties  as set forth  from time to time in
                  Addenda to this Agreement.

2.       THE SERVICES

         2.1. Bridge agrees to provide to SAVVIS the following services:

              (a)  help desk support for the operation of the SAVVIS Network, as
                   described in Schedule 2.1(a) hereto;

              (b)  installation,   maintenance  and  repair  of  facilities  and
                   equipment used in the SAVVIS Network (other than the NOC), as
                   described in Schedule 2.1(b) hereto;

              (c)  other services  related to the SAVVIS Network with respect to
                   the customers of both SAVVIS and Bridge,  including,  without
                   limitation,  processing  orders for service and  provisioning
                   interconnection  to  the  SAVVIS  Network,  as  described  in
                   Schedule 2.1(c) hereto; and

              (d)  collocation  of third-party  equipment in SAVVIS  facilities,
                   including,  without limitation,  management of the facilities
                   in which  such  equipment  is  collocated,  installation  and
                   maintenance of hardware,  and the provision

                                       4

<PAGE>

                   and management of computer  operations staff, as described in
                   Schedule 2.1(d) hereto; and

              (e)  management of the NOCs for the SAVVIS  Network,  as described
                   in Schedule 2.1(e) hereto;

                   which shall be referred to in this Agreement  collectively as
                   the "Services" and  individually as a "SERVICE." Each Service
                   shall  be  provided  according  to such  Quality  of  Service
                   Standards set forth in the applicable Schedule.  Bridge shall
                   be responsible  for monitoring the compliance of the Services
                   with the  Quality  of  Service  Standards  and shall  provide
                   SAVVIS with monthly reports of such compliance  substantially
                   in the form of the "SummEx Client Services Executive Summary"
                   regularly prepared by Bridge prior to the Effective Date.

         2.2.      Any  changes  to the  Services  or in the  Quality of Service
                   Standards  applicable  thereto  shall be  provided  for in an
                   Addendum  hereto  mutually  agreed upon by the parties in the
                   manner  set forth in Section  1.2  hereof.  Unless  otherwise
                   mutually agreed by the parties, each such Addendum shall have
                   a term of three years.

         2.3.      SAVVIS  agrees that it will  request  Bridge to provide  such
                   Services  for which  Bridge has  prepaid  under the  contract
                   between Bridge  Information  Systems (UK) Limited and British
                   Telecommunications PLC, executed by the parties thereto on 16
                   December 1998 and 31 December 1998, respectively.

3.       RATES AND CHARGES

         3.1.     For  the  first  Agreement  Year in the  Initial  Term of this
                  Agreement,  SAVVIS shall pay Bridge for the Services according
                  to the rates and charges set forth in the applicable Schedule.

         3.2.     For all cases not covered by Section 3.1,  Bridge shall charge
                  SAVVIS  the rates and  charges  for the  Services  as shall be
                  provided for in an Addendum hereto mutually agreed upon by the
                  parties in the manner set forth in Section 1.2 hereof.  If the
                  parties fail to reach  agreement on any such Addendum prior to
                  the  expiration of the Addendum then in effect,  the rates and
                  charges  shall  be  determined  by  binding  arbitration,   as
                  follows:

         3.3.     The  arbitration  shall be  conducted  by a single  arbitrator
                  jointly  selected  by the  parties,  who shall be an  attorney
                  experienced  and  knowledgeable  in the tariffs and pricing of
                  telecommunications services (the "ARBITRATOR"). If the parties
                  are unable to agree on the selection of the Arbitrator  within
                  30 days,  either party may apply to the United States District
                  Court for the  Eastern  District of Missouri or to the Circuit
                  Court  of  St.  Louis  County  for  the   appointment  of  the
                  Arbitrator.


                                       5

<PAGE>

                  (b)      Within  10  days  following  the  appointment  of the
                           Arbitrator, each party shall submit to the Arbitrator
                           such  party's  best and final offer for the rates and
                           charges to be set forth in such Addendum.

                  (c)      The Arbitrator  must select the offer of one party or
                           the  other as being  closer to the  Arbitrator's  own
                           assessment of what an independent vendor would charge
                           for services similar in nature and volume to those to
                           be covered by such Addendum (the "INDEPENDENT  VENDOR
                           PRICE").

                  (d)      The  decision  of the  Arbitrator  shall be final and
                           binding on the parties and shall be  incorporated  in
                           this Agreement as an Addendum hereto.

                  (e)      Each party shall bear its own costs in conducting the
                           arbitration,  and the non-prevailing  party shall pay
                           the fees and expenses of the Arbitrator.

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,  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.
                  All other taxes, charges or levies,  including any ad valorem,
                  income, franchise,  privilege, value added or occupation taxes
                  of Bridge shall be paid by Bridge.

         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.

         4.4.     Against  the  amounts  owed by  SAVVIS to  Bridge  under  this
                  Agreement,  SAVVIS  shall have the right to offset any amounts
                  owed by Bridge to SAVVIS  under this  Agreement,  the  Network
                  Services Agreement, or otherwise.

                                       6

<PAGE>


5.       TERM AND EXTENSIONS

         5.1.     This Agreement shall commence on the Effective Date, and shall
                  continue in full force and effect for the Initial  Term unless
                  terminated  or  extended  in  accordance  with the  provisions
                  hereof.

         5.2.     The term of this Agreement shall automatically  terminate upon
                  the  termination  of the Network  Services  Agreement  for any
                  reason, and shall automatically be extended for such period as
                  the term of the Network  Services  Agreement  may be extended,
                  including  any  Transition  Period,  as defined in the Network
                  Services Agreement.

6.       TERMINATION BY SAVVIS

         6.1.     SAVVIS shall have the right to terminate this Agreement,  with
                  no  liability  to  Bridge  other  than for  charges  (less any
                  applicable  credits)  for  Services  provided  prior  to  such
                  termination, if:

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

                  (b)      Bridge   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.

         6.2.     In the event that SAVVIS  exercises  this option,  Bridge will
                  continue to provide the Services in accordance with the terms,
                  conditions  and rates  herein  for a period of up to 12 months
                  after the effective date of termination.  If the Services have
                  not  completely  transitioned  from  Bridge  after 12  months,
                  Bridge will provide the Services at Bridge's then current list
                  rates.  Bridge and its successor  will  cooperate  with SAVVIS
                  until  the  Services  are   completely   migrated  to  another
                  provider.

7.       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 60 days of the
                           date on which  such  payment  is due and  Bridge  has
                           provided SAVVIS with written notice thereof, provided
                           that  SAVVIS  shall  have 30 days  from  the  time it
                           receives  such notice from  Bridge of  nonpayment  to
                           cure any such default; or


                                       7

<PAGE>


                   (b)     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.

8.       CONTRACT MANAGERS

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

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

9.       RIGHTS AND OBLIGATIONS OF BRIDGE

         9.1.      PROVISION OF THE SERVICES.  Bridge shall provide the Services
                   at the Service Sites  designated by SAVVIS in accordance with
                   the  Quality of  Service  Standards  and other  terms of this
                   Agreement.

         9.2.      ACCESS AND SECURITY.  Bridge personnel shall have such access
                   to SAVVIS' premises as is reasonably necessary to provide the
                   Services in  accordance  with this  Agreement,  provided that
                   Bridge  personnel  shall  comply  at all times  with  SAVVIS'
                   reasonable security requirements. SAVVIS shall have the right
                   immediately  to  terminate  the right of access of any Bridge
                   personnel to any or all Service Sites should SAVVIS determine
                   in its sole  discretion  that such  termination is in SAVVIS'
                   best  interest,  provided that SAVVIS shall not exercise this
                   right on grounds  unrelated to job performance or in a manner
                   that obliges Bridge to commit an unlawful act.  Unless Bridge
                   knew or should  reasonably have known that particular  Bridge
                   personnel  would be  barred  from a  Service  Site,  the time
                   allowed for any installation,  repair, maintenance or similar
                   action that such  personnel were to perform shall be extended
                   for the  period  reasonably  required  by  Bridge  to  deploy
                   substitute personnel, provided that Bridge shall use its best
                   efforts to deploy  such  substitute  personnel  as quickly as
                   possible.  For purposes of this Section, any subcontractor or
                   other agent of Bridge shall be treated as Bridge personnel.

         9.3.     PROPER USE OF SAVVIS EQUIPMENT.

         9.3.1.    Bridge shall use any SAVVIS  Equipment in connection with the
                   Services  in  accordance   with  its   documentation,   which
                   documentation  shall be provided  by SAVVIS at no  additional
                   charge.

         9.3.2.    Bridge  shall be liable for  damages to the SAVVIS  Equipment
                   caused by the  negligence  or willful  acts or  omissions  of
                   Bridge's officers,  employees, agents or contractors, and for
                   damages to SAVVIS Equipment caused by the use of equipment or
                   supplies not authorized by SAVVIS.

                                       8

<PAGE>


                   9.3.3.    Bridge shall  neither  permit nor assist  others to
                             use the SAVVIS Equipment for any purpose other than
                             that for which they are intended,  and Bridge shall
                             be liable to SAVVIS for any direct  costs  incurred
                             by SAVVIS as a result of such use.

         9.4.      INSURANCE.

                   9.4.1.    At all  times  during  the term of this  Agreement,
                             Bridge  shall  maintain for itself,  its  officers,
                             employees,  agents and representatives insurance as
                             shall  be  provided  for  in an  Addendum  mutually
                             agreed  upon by the parties in the manner set forth
                             in Section 1.2 hereof.

                   9.4.2.    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.

                   9.4.3.    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.

         9.5.     REPRESENTATIONS AND WARRANTIES.

                   9.5.1.    Bridge  hereby  warrants  that the Services will be
                             provided in accordance  with the Quality of Service
                             Standards throughout the term of this Agreement. In
                             the event that  Bridge  fails to provide any of the
                             Services in accordance  with the Quality of Service
                             Standards, SAVVIS shall be entitled to recover from
                             Bridge (i) a refund of all  amounts  paid by SAVVIS
                             to  Bridge,  if  any,  for the  performance  of the
                             specific  Service that fails to meet the applicable
                             Quality of Service  Standards,  plus (ii) the costs
                             actually  incurred  by SAVVIS in order to have such
                             service  provided by a third  party,  to the extent
                             such costs are in excess of the amounts that SAVVIS
                             actually  paid,  or would have paid,  to Bridge for
                             the performance of the specific  Service that fails
                             to  meet  the   applicable   Quality   of   Service
                             Standards.

                   9.5.2.    THE FOREGOING  WARRANTIES  ARE IN LIEU OF ALL OTHER
                             WARRANTIES,   EXPRESS  OR  IMPLIED,  INCLUDING  THE
                             IMPLIED WARRANTIES OF  MERCHANTABILITY  AND FITNESS
                             FOR A PARTICULAR PURPOSE.

                                       9

<PAGE>

10.      LIMITATIONS OF LIABILITY

         10.1.    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.

         10.2.    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.
                  Nothing   contained  in  this  Section  shall  limit  Bridge's
                  intellectual   property   indemnification   obligations  under
                  Section 13.

11.      PROPRIETARY RIGHTS; LICENSE

         11.1.    Bridge   hereby   grants   to  SAVVIS  a   non-exclusive   and
                  non-transferable  license  to  use  all  hardware,  equipment,
                  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.

         11.2.    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.

12.      CONFIDENTIALITY

         12.1.    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.

         12.2.    Notwithstanding  Section  12.1,  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

                                       10

<PAGE>

                  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.

         12.3.    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.

         12.4.    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.

         12.5.    Bridge  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.

         12.6.    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 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  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.

         12.7.    The  provisions  of  Section  12.1  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

                                       11

<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 than such due diligence review.

13.      INDEMNIFICATIONS

         13.1.    Bridge shall defend,  settle,  or otherwise  manage at its own
                  cost and expense any claim or action  against SAVVIS or any of
                  its  directors,  officers,  employees or assigns for actual or
                  alleged  infringement  of any  patent,  copyright,  trademark,
                  trade secret or similar  proprietary  right to the extent that
                  such claim or action  arises from  Bridge's  provision  of the
                  Services.  SAVVIS shall notify  Bridge  promptly in writing of
                  any such claim or suit and shall  cooperate  with  Bridge in a
                  reasonable   way  to  facilitate  the  settlement  or  defense
                  thereof.  Bridge  further  agrees to indemnify and hold SAVVIS
                  harmless from and against any and all  liabilities and damages
                  (whether  incurred  as the  result of a  judicial  decree or a
                  settlement),  and the costs and expenses  associated  with any
                  claim  or  action  of the  type  identified  in  this  Section
                  (including reasonable attorneys' fees).

         13.2.    If,  as a  consequence  of a  claim  or  action  of  the  kind
                  described  in Section  13.1,  SAVVIS' or  Bridge's  use of any
                  Service or related documentation is enjoined, Bridge shall, at
                  its option and  expense,  either:  (a)  procure for SAVVIS the
                  right   to   continue   using   the   affected   Services   or
                  documentation;  (b) modify such  Service or  documentation  so
                  that it is  non-infringing,  provided  that such  modification
                  does  not  affect  the   intended   use  of  the   Service  or
                  documentation as contemplated  hereunder;  or (c) upon written
                  notice to SAVVIS, substitute for such Service or documentation
                  a   comparable,   non-infringing   product   or   service   or
                  documentation.  If  Bridge  does not  take any of the  actions
                  described  in  clauses  (a),  (b) and  (c),  then  SAVVIS  may
                  terminate  any  affected  Service  pursuant  to Section 5, and
                  Bridge shall refund to SAVVIS any prepaid charges therefor.

14.      DISPUTES

         14.1.    Resolution  of  any  and  all  disputes  arising  from  or  in
                  connection  with this  Agreement,  whether  based on contract,
                  tort,   statute  or   otherwise,   including   disputes

                                       12

<PAGE>


                  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
                  14. 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.

         14.2.    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.

         14.3.    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.

         14.4.    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.

         14.5.    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

<PAGE>


         14.6.    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.

         14.7.    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 14.

         14.8.    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.

         14.9.    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.

15.      FORCE MAJEURE

         15.1.    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.

         15.2.    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
                  one or more third  parties  for (or provide for itself) 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'

                                       14

<PAGE>

                  legally binding commitments under contracts with third parties
                  for  alternative  services or the  cessation  or remedy of the
                  force majeure condition.

         15.3.    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.

16.      GENERAL PROVISIONS

         16.1.    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.

         16.2.    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.

         16.3.    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.

         16.4.    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.

         16.5.    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.

         16.6.    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 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


                                       15
<PAGE>

                  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.

         16.7.    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.

         16.8.    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.

         16.9.    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.

         16.10.   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.

         16.11.   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.

                                       16

<PAGE>

         16.12.   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  Technical
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  /s/ Steven M. Gallant
                                 -----------------------------------------------
                               Name: Steven M. Gallant
                               Title: President

                               BRIDGE INFORMATION SYSTEMS, INC.

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

                                       17
<PAGE>


                                 SCHEDULE 2.1(a)

                               HELP DESK SERVICES

1.       Bridge will provide help desk support for 24 hours a day,  seven days a
         week, to SAVVIS customers using the SAVVIS Network, including customers
         using the SAVVIS Dial Service. Help desk support shall include, without
         limitation,   assistance  with  establishing  network  connections  and
         response to inquiries regarding network performance.

2.       The  number of phone  lines and staff  personnel  will be such that the
         mean wait time per call, determined daily, will not exceed two minutes.

3.       Help desk inquiries will be escalated as follows:




                                                             ESCALATION TO NEXT LEVEL IN HOW MANY HOURS
                                               -----------------------------------------------------------------------
    OUTAGE                            MTTR       LEVEL 2        LEVEL 3       LEVEL 4        LEVEL 5       LEVEL 6
   SEVERITY        EXAMPLES         (HOURS)       TAM           MANAGER       DIRECTOR          VP           VP
                                                                                      
                Single site or
      I         user impaired          8           2              8              12             24           48
                Multiple sites
                or users
     II         impaired               6           1              2               4              8           16
                Site(s) down
                or unable to                      30
    III         coommunicate           3        minutes           1               2              4            8



4.       Bridge will ensure that help desk staff are trained to be knowledgeable
         in all aspects of the operations of the SAVVIS Network.

5.       Unless otherwise  agreed by Bridge and SAVVIS,  Bridge will provide the
         following  help  desk  software,  and will  maintain  the most  current
         version thereof: Summex, Vantive and OP Center.

6.       Unless otherwise  agreed by Bridge and SAVVIS,  Bridge will provide the
         following  telecommunications  equipment and computer  hardware for the
         help desk: Lucent Difinity G4.

7.       Bridge will provide  toll-free calling access to the help desk from the
         following locations: the Americas, Europe, and Asia.

8.       In the event that SAVVIS  believes that the  performance  of a specific
         member of Bridge's help desk staff is not satisfactory  with respect to
         assisting  SAVVIS  customers,  SAVVIS may raise the matter with Bridge,
         and  Bridge and  SAVVIS  will work  together  to  resolve  the  matter,
         including the possible  removal of such person from providing help desk
         services to SAVVIS customers under this Agreement.

                                       18

<PAGE>

9.       SAVVIS will  compensate  Bridge  for help desk support at the following
         rates:

         (a)     For calls relating to the SAVVIS dial-in service, [*] per call;

         (b)     For calls relating to the SAVVIS DSL service, [*] per call; and

         (c)     For  calls  relating  to  SAVVIS Internet  managed data virtual
                 private networks, [*] per call.

         Call records  relating to the products or services  provided by Bridge,
         whether or not also relating to the  performance  of the SAVVIS Network
         or Dial Service, shall not be billed to SAVVIS by Bridge.

10.      The parties will review the response  times  specified in this Schedule
         on an annual  basis and revise  them as may be  required to ensure that
         they  are   consistent   with  the  then   current   standards  in  the
         telecommunications industry.



           CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS SCHEDULE
           PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE
             BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                    COMMISSION. ASTERISKS DENOTE OMISSIONS.








                                       19
<PAGE>


                                 SCHEDULE 2.1(b)

                     FIELD INSTALLATION AND SUPPORT SERVICES

1.       Bridge  will,  if  requested  by SAVVIS,  provide the  installation  of
         equipment for the operation of the SAVVIS Network and the connection of
         customers of Bridge and SAVVIS to the SAVVIS Network.

2.       Bridge  will,  if  requested  by SAVVIS,  provide the  installation  of
         equipment  in response  to an order for new service  from a customer of
         Bridge or SAVVIS.

3.       Bridge  will,  if  requested  by SAVVIS,  provide the  installation  of
         equipment  relating to the expansion or modification of the backbone of
         the SAVVIS Network.

4.       Orders  for new  service  from  customers  of Bridge or SAVVIS  will be
         received and processed by Bridge in accordance with Addendum 2.1(c).

5.       The equipment to be installed that will  constitute  part of the SAVVIS
         Network will be specified by SAVVIS.

6.       Bridge will be  responsible  for  configuring  and  installing  certain
         network equipment at the Installation Site.

7.       Bridge  will,  if  requested  by SAVVIS,  dispatch  field  personnel to
         install the equipment. Such personnel shall be employees or contractors
         of Bridge.

8.       In the event that SAVVIS  believes that the  performance  of a specific
         member  of  Bridge's  field  installation  and  support  staff  is  not
         satisfactory  with respect to assisting  SAVVIS  customers,  SAVVIS may
         raise the matter with Bridge,  and Bridge and SAVVIS will work together
         to resolve the matter,  including  the possible  removal of such person
         from providing such services to SAVVIS customers under this Agreement.

9.       Bridge will, if requested by SAVVIS,  provide  repair  services for the
         installed equipment of the SAVVIS Network,  including equipment that is
         part of the SAVVIS backbone.

10.      Bridge will ensure that, on a global basis,  mean response time for the
         configuration  and installation of new equipment,  determined  monthly,
         will not exceed three days (five days,  for customer  sites outside the
         United States) after Bridge has been notified that the customer's  site
         is ready for such installation.

11.      Bridge will provide  telephone  support  24  hours  a day, seven days a
         week, for  the  installation  of  the  SAVVIS network at the customer's
         site.

12.      Bridge will ensure that, on a global basis,  mean response time for the
         repair or  replacement of equipment on the SAVVIS  Network,  determined
         monthly,  will not exceed

                                       20

<PAGE>

         12 hours (24  hours,  for  locations  outside  the United States) after
         Bridge has received a trouble report.

13.      Bridge  will be  compensated  by SAVVIS for  providing  field  engineer
         support, according to the following hourly rate on a global basis:

         Field engineer support             [*]  per  hour (two hours  minimum),
                                            with  no charge  for travel  time to
                                            the site

14.      Bridge will be compensated by SAVVIS for the installation and repair of
         equipment on a time and materials basis, and according to the following
         hourly rate on a global basis:

         (a)  Field engineer                [*] per  hour (two  hours  minimum),
                                            with no charge for travel  time   to
                                            the site

         (b)  Materials                     Cost plus ten percent ([*])

15.      In  addition,  Bridge  will  provide  system  support  and  programming
         services when requested by SAVVIS, at the following rates:

         (a)    Base fee to maintain the system as of the Effective Date to be
                mutually agreed between the parties.

         (b)    Software development on a per-project, time and materials basis.



           CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS SCHEDULE
           PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE
             BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                          COMMISSION. ASTERISKS DENOTE
                                   OMISSIONS.





                                       21

<PAGE>


                                 SCHEDULE 2.1(c)

                       CUSTOMER ORDER PROCESSING SERVICES

1.       Bridge  will  provide  the  necessary  services  to receive and process
         orders from prospective customers for the products and services offered
         by Bridge or by SAVVIS on the SAVVIS Network, but excluding orders from
         Bridge for network services under the Network Services Agreement.

2.       Bridge will be  responsible  for  managing  all steps  required for the
         fulfillment of such order, including without limitation:

         (a)   the configuration and installation of necessary equipment;

         (b)   scheduling installation and service initiation with the customer;

         (c)   provisioning of interconnection to the SAVVIS Network; and

         (d)   additional   services   that   may   be   provided    under   the
               Administrative    Services     Agreement,     such    as   credit
               authorization, billing information and the like.

3.       SAVVIS will compensate Bridge for customer order processing at the rate
         of [*] per Vantive work order.


   CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS SCHEDULE PURSUANT TO A
        REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION.
                          ASTERISKS DENOTE OMISSIONS.



                                       22
<PAGE>


                                 SCHEDULE 2.1(d)

                              COLLOCATION SERVICES

1.       Collocation  services  provided  by Bridge at SAVVIS  facilities  shall
         include,  without  limitation,   facilities  management  (e.g.,  power,
         heating,  air  conditioning,  lighting  and other  utilities),  project
         management  for the  installation  and  connection  of such  equipment,
         installation and maintenance of the equipment,  and full monitoring and
         management of such equipment with Bridge employees.

2.       SAVVIS  will  market  such  space  to  its  customers  at  rates  to be
         determined by SAVVIS.

3.       For providing such space,  Bridge shall be compensated at the following
         rates per square foot to be mutually  agreed upon following an analysis
         to be conducted by the parties of the costs  pertaining  to such space,
         plus the actual cost of providing electrical power to such spaces:

                                  UNITED STATES
                                   AND CANADA        EUROPE      ASIA

            POP COLLOCATIONS           [*]            [*]         [*]

            REGIONAL CUSTOMER                         [*]
              COLLOCATION              [*]            [*]         [*]

            ST. LOUIS NOC
               COLLOCATION             [*]            N/A         N/A

4.       For  providing  facilities   management   services,   Bridge  shall  be
         compensated at the following rates to be mutually agreed upon following
         an analysis to be conducted by the parties of the costs  pertaining  to
         such services:

                                  UNITED STATES
                                   AND CANADA        EUROPE      ASIA

            POP COLLOCATIONS

            REGIONAL CUSTOMER
              COLLOCATION

            ST. LOUIS NOC
               COLLOCATION

                                       23

<PAGE>

5.       If requested by SAVVIS or by a customer of SAVVIS,  Bridge will install
         the  customer's  equipment in the space  provided,  including  racking,
         cabling and  powering.  Bridge will be  compensated  by SAVVIS for such
         work at the rate of [*] per rack.

6.       If requested by SAVVIS or by a customer of SAVVIS,  Bridge will perform
         scheduled  and  other  required  maintenance  of such  equipment,  will
         provide monitoring of such equipment 24 hours a day, seven days a week,
         and will  provide  reports  and  statistics  on the  operation  of such
         equipment.  Bridge will be compensated by SAVVIS for such work annually
         at a rate equal to [*] of the vendor's list price for such equipment.

7.       If requested by SAVVIS or by a customer of SAVVIS to perform additional
         project  management  responsibilities,  such  as  loading  software  or
         configuring equipment,  Bridge will perform and be compensated for such
         work on an individual case basis.

8.       If requested by SAVVIS or by a customer of SAVVIS,  Bridge will arrange
         for the  replacement  of  existing  collocated  equipment  and  will be
         compensated  in an amount equal to the actual cost charged to Bridge by
         the hardware vendor for such work.

           CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS SCHEDULE
            PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE
             BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                     COMMISSION. ASTERISKS DENOTE OMISSIONS.




                                       24
<PAGE>


                                 SCHEDULE 2.1(e)

                             NOC MANAGEMENT SERVICES

1.       Bridge  will  provide  management  of the  operations  of  each  of the
         following SAVVIS Network Operations Centers ("NOCs"):

         St. Louis:   24 hours a day, seven days a week

         London:      seven days a week, from 7:00 a.m. to 7:00 p.m. local time

         Singapore:   seven days a week, from 7:00 a.m. to 7:00 p.m. local time

2.       The operations  personnel staffing each NOC will be employees of SAVVIS
         and the supervisory personnel will be employees of Bridge.

3.       SAVVIS will compensate Bridge for management of the NOCs at the rate of
         [*] per year.

4.       In the event that the  performance of a specific member of Bridge's NOC
         management is not  satisfactory to SAVVIS,  SAVVIS may raise the matter
         with  Bridge,  and Bridge and SAVVIS will work  together to resolve the
         matter,  including the possible  removal of such person from  providing
         such services to SAVVIS under this Agreement.


           CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS SCHEDULE
            PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE
             BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                     COMMISSION. ASTERISKS DENOTE OMISSIONS.


                                       25


ClubJuris.Com