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. January 1, 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  subsidiaries  of  SAVVIS  and  certain
subsidiaries  of Bridge 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.

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         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 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.

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<PAGE>

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

               "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.

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<PAGE>

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

               "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 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

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               (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 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.

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.

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,

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<PAGE>

               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.

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

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               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

               (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

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               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.

               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 otherappropriate 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

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                    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.

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.

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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  otherparty  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.

          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

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                    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  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.

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).

                                       11

<PAGE>

          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  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.
                                       12
<PAGE>

          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.

          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

                                       13
<PAGE>

                    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'   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.

                                       14
<PAGE>

          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

                  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

                                       15

<PAGE>

                    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.

          16.12.    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.

                                              SAVVIS COMMUNICATIONS CORPORATION

                                              By
                                                  ------------------------------
                                              Name:
                                                   -----------------------------
                                              Title:
                                                     ---------------------------
                                              BRIDGE INFORMATION SYSTEMS, INC.

                                              By
                                                  ------------------------------
                                              Name:
                                                    ----------------------------
                                              Title:
                                                    ----------------------------
                                       16
<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         SVP
                                                                        
                Single site or

      I         user impaired          8          2            8           12        24          48
                Multiple sites
                or users impaired
      II                               6          1            2           4          8          16
                Site(s) down or
                unable to                        30
     III        communicate            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.

                                      17

<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
               permanent 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.





                                       18
<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.  SAVVIS will pay for and
          own the equipment.

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

                                       19
<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 hour 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 hour 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 *

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  2.1(B) TO THIS
AGREEMENT  PURSUANT TO A REQUEST FOR CONFIDENTIAL  TREATMENT AND HAVE BEEN FILED
SEPARATELY  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION.  ASTERISKS  DENOTE
OMISSIONS.






                                       20




<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;
               and

          (c)  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.
















                                     21

<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), the provision
         of racks for equipment  installation with "smart card" access,  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.       Bridge  will  construct,  purchase,  lease,  rent or  otherwise  obtain
         physical space necessary for the customers of SAVVIS to collocate their
         equipment with the SAVVIS Network  equipment,  to the extent such space
         is not already owned by SAVVIS.

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

4.       Bridge will provide facilities management services for such collocation
         facilities,  including the provisioning of electric power, light, heat,
         ventilation, air conditioning,  security,  janitorial services, and the
         like.

5.       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



















                                       22


<PAGE>


6.        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


7.        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.

8.        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.

9.        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.

10.       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.








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<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. AN ASTERISK DENOTES AN OMISSION.


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