SAVVIS COMMUNICATIONS CORP
EXHIBIT 10.5
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>ex10-5.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>


                                                                    EXHIBIT 10.5

PRIVILEGED & CONFIDENTIAL

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


                          SERVICES AGREEMENT TERM SHEET

                           BETWEEN REUTERS LIMITED AND
                        SAVVIS COMMUNICATIONS CORPORATION

         This Term Sheet (the "Term Sheet") confirms the understanding between
Reuters Limited, a company organized under the laws of England ("Reuters
Limited"), and SAVVIS Communications Corporation, a Delaware corporation
("SAVVIS"), regarding the supply by SAVVIS to Reuters of certain data transport
network services and the operation, management and maintenance thereof
(collectively, the "Services", which term shall include any New Services and
Modifications, as such terms are hereinafter defined). For the purposes of this
Term Sheet, "Reuters" shall mean all members of the Reuters group (including
Reuters Limited), unless the context shall require otherwise.

1.       DEFINITIVE AGREEMENT. The parties intend to execute a definitive
         network services agreement (the "Definitive Agreement") embodying the
         terms set forth in this Term Sheet to govern the relationship between
         SAVVIS and Reuters with respect to the rendering of the Services on the
         terms set forth in this Term Sheet. The parties shall use their
         reasonable best efforts to execute the Definitive Agreement by June 15,
         2001, unless otherwise mutually agreed upon by the parties in writing.
         Notwithstanding the foregoing, this Term Sheet shall be the binding
         obligation of the parties with respect to the subject matter herein
         contained until such time as the Definitive Agreement is executed, at
         which time such Definitive Agreement shall replace this Term Sheet in
         its entirety; provided, however, that Sections 3, 4, 5, 6, 9 and 10
         hereof shall not be binding upon the parties until the conditions set
         forth in Section 7 hereof are satisfied. It is contemplated that the
         Definitive Agreement shall contain the provisions of this Term Sheet
         and other commercially reasonable terms not inconsistent herewith.

2.       TERM AND TERMINATION.

                  (a) Term Sheet: This Term Sheet shall expire upon the
         execution of the Definitive Agreement, unless terminated sooner by
         Reuters in accordance with the provisions hereof. Reuters shall have
         the right, in its sole discretion, to terminate this Term Sheet (i) in
         the event that SAVVIS, other than as a result of a breach by Reuters of
         its funding obligations to be made pursuant to separate agreements to
         be executed between SAVVIS and a member, or certain members, of Reuters
         (the "Funding"), becomes the subject of a voluntary or involuntary
         bankruptcy, insolvency, reorganization or liquidation proceeding, or
         makes an assignment for the benefit of creditors or (ii) upon execution
         of an agreement in respect of a business combination of SAVVIS with any
         the parties listed on Exhibit A (or their present and future
         affiliates), whether by consolidation, merger or other reorganization,
         in which the holders of SAVVIS' outstanding voting securities
         immediately prior to such transaction own, immediately after such
         transaction, securities representing less than fifty percent (50%) of
         the voting power of the corporation or entity surviving such
         transaction (a "Change of


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         Control"), which right of termination pursuant to this Section 2(a)(ii)
         shall be exercisable by Reuters at its sole discretion immediately
         following execution of such agreement and for nine (9) months
         thereafter. In addition to the foregoing rights, Reuters shall also
         have the same rights to terminate this Term Sheet as Bridge Information
         Systems, Inc. ("Bridge") has under Sections 7.1(a), 7.2(b) and Section
         7.3 of the Network Services Agreement, dated as of February 18, 2000,
         between Bridge and SAVVIS ("Bridge Network Services Agreement"),
         provided that the "Quality of Service Standards" under the Bridge
         Network Services Agreement shall be interpreted, for the purposes of
         this Term Sheet, as referring to the service level agreements in
         Section 6 hereunder.

                  (b) Definitive Agreement: The Definitive Agreement shall have
         a term of five (5) years. Reuters shall have the right, in its sole
         discretion, to terminate the Definitive Agreement in the event that (i)
         SAVVIS, other than as a result of a breach by Reuters of its
         obligations under the Funding, becomes the subject of a voluntary or
         involuntary bankruptcy, insolvency, reorganization or liquidation
         proceeding, or makes an assignment for the benefit of creditors, (ii)
         there is a Change in Control of SAVVIS as defined in Section 2(a)(ii),
         which right of termination shall be exercisable for the time period
         referenced in Section 2(a)(ii), or (iii) upon material breach (as shall
         be further defined in the Definitive Agreement) by SAVVIS of the
         service level agreements described in Section 6 below.

3.       SERVICES PROVIDED: SAVVIS agrees to provide, and cause its subsidiaries
         to provide, as applicable, the following Services to Reuters from time
         to time pursuant to the terms and conditions set forth in this Term
         Sheet and the Definitive Agreement:

         (a)      SAVVIS Intelligent IP Network (SM) services, including:
                  (1)      Client Intelligent IP Network delivery (including
                           Permanent Virtual Circuits),
                  (2)      Multicast delivery (including Bridge Feed Broadcast
                           and the XNET network),
                  (3)      Data Feed Collector collection network (including
                           Ticknet and the Data Feed Collector),
                  (4)      Office Automation Network, and
                  (5)      Internet access.

         (b)      Co-location services, including the following:
                  (1)      co-location facilities, and
                  (2)      Hazelwood Data Center facility.




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<PAGE>

4.       PRICING:

                  (a) From the first anniversary of the execution of the
         Definitive Agreement (the "First Anniversary") and thereafter, the
         Services shall be provided at the lesser of (a) applicable market rates
         and (b) the most favorable terms SAVVIS offers for any products and
         services similar in scope and type to the Services. The Definitive
         Agreement shall contain a detailed pricing list for each item of the
         Services, which in no event shall exceed the aggregate price for the
         Services as reflected on the pricing list attached hereto as Exhibit B.

                  (b)      (i)       The pricing to be provided to Reuters until
         the market pricing review on the First Anniversary shall be no greater
         than the sum of the average Costs (as defined hereinafter) to SAVVIS of
         providing the Services (which Costs include a mark-up of no more than
         [**], which in no event shall exceed the aggregate price for the
         Services as reflected on the pricing list attached hereto as Exhibit B.
         "Costs" shall mean the fully allocated and reasonable costs to SAVVIS
         of providing the Services, including all direct costs of providing
         Services (including personnel costs, depreciation and amortization
         based on the acquisition price paid by SAVVIS to acquire certain
         network assets from Bridge Information Systems, Inc. ("Bridge") as well
         as subsequent network additions at cost, and cost of capital of the
         network equipment finance). Prior to the execution of the Definitive
         Agreement and as promptly as possible after the date hereof, SAVVIS
         shall use its best efforts to review the details of such pricing with
         Reuters.

                           (ii)     Within fourteen (14) days following the
         First Anniversary and each anniversary of the execution of the
         Definitive Agreement thereafter, SAVVIS will review the pricing
         provided to Reuters in accordance with the Definitive Agreement and
         provide to Reuters any amendments to SAVVIS' pricing. Any price
         reductions made pursuant to such pricing review shall be applicable to
         new Services as well as to Services that SAVVIS has provided for at
         least one year. Pursuant to such pricing review, the applicable market
         rates for the Services shall be determined in accordance with this
         Section 4(b). In respect of each item of the Services, SAVVIS shall
         provide reasonable evidence that the proposed pricing is no greater
         than the charge for services comparable in scope and type to the
         Services ("Comparative Services") provided by the second lowest ranked
         by price (the "Second Lowest Charge") of at least two (2) leading
         global carriers of Comparative Services. In determining which carriers
         shall be part of this pricing review, SAVVIS shall first nominate two
         (2) carriers. In the event Reuters accepts such nominations by SAVVIS,
         within fourteen (14) days of receipt of SAVVIS' pricing review, Reuters
         will nominate one (1) additional carrier for a total of three (3)
         carriers. Alternatively, in the event Reuters rejects such nominations
         by SAVVIS, within fourteen (14) days of receipt of SAVVIS' pricing
         review, Reuters shall nominate two (2) additional carriers for a total
         of four (4) carriers. If either SAVVIS or Reuters are unable to agree
         on a Second


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         Lowest Charge for any reviewed Service, such party may elect to invoke
         the benchmarking process described below.

                           (iii)    Benchmarking shall be carried out to provide
         an independent review of the Second Lowest Charge for Comparative
         Services as determined by SAVVIS. Benchmarking may be invoked by
         Reuters: (a) to benchmark a revised Service charge proposed by SAVVIS
         as part of a pricing review of an existing Service, or (b) to benchmark
         the price proposed by SAVVIS for a new Service. If SAVVIS and Reuters
         cannot agree on an appropriate benchmark within thirty (30) days, an
         independent adviser mutually agreed upon by SAVVIS and Reuters (in
         accordance with the process set out in the Definitive Agreement) shall
         carry out such benchmarking. In the event such independent adviser
         determines that the benchmarked pricing for a Service is lower than the
         Second Lowest Charge for such Service as determined by SAVVIS, SAVVIS
         shall bear the cost of the independent adviser with respect to such
         Service. In the event the independent adviser determines that the
         benchmarked pricing for a Service is higher than the Second Lowest
         Charge for such Service as determined by SAVVIS, Reuters shall bear the
         cost of the independent adviser with respect to such Service. In the
         event the benchmarked pricing is equal to the Second Lowest Charge for
         a Service as determined by SAVVIS, Reuters and SAVVIS shall share
         equally the costs of the independent adviser with respect to such
         Service.

                           (iv)     For the avoidance of doubt, SAVVIS may not
         increase any pricing as a result of the pricing review pursuant to this
         Section 4, even in the event that the result of such pricing review is
         a determination that the pricing is higher than the pricing proposed by
         SAVVIS.

                  (c) Reuters Limited, or the appropriate member of the Reuters
         group, will make, each month after any Services are provided to Reuters
         after the satisfaction of the conditions in Section 7, the following
         minimum monthly payments to SAVVIS for the provision of the
         international Multicast and the Data Feed Collector collection network
         Services less any payments made by Bridge, as debtor or debtor in
         possession, or any trustee, examiner or other successor in interest
         thereof (collectively, the "Bridge Estate") either directly to SAVVIS
         or to the Bridge Estate on behalf of SAVVIS on or after May 3, 2001
         ("Bankruptcy Payments"), which Bankruptcy Payments relate to the
         Services that will be provided to Reuters:

                                     MINIMUM AMOUNT            TOTAL MINIMUM
         YEAR                        PER MONTH                 AMOUNT PER YEAR
         ----                        ---------                 ---------------
         Year 1                      [**] million                [**] million
         Year 2                      [**] million                [**] million


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         Year 3                      [**] million              [**] million
         Year 4                      [**]                      [**]
         Year 5                      [**]                      [**]
         Total of Years 1-5          N/A                       [**] million


                           Notwithstanding the foregoing, Reuters will satisfy
         the minimum payment obligations in this Section 4(c) upon making total
         payments to SAVVIS of [**] million less any Bankruptcy Payments which
         relate to the Services that will be provided to Reuters; provided,
         however, until such time as Reuters has made total aggregate payments
         to SAVVIS in the amount of [**] million pursuant to this Section 4(c),
         Reuters shall make a monthly minimum payment of [**] million to SAVVIS.
         However, the total minimum payment obligation of [**] million will be
         increased, on a reasonable and agreed basis, if Reuters requires
         bandwidth commitments in addition to the amounts provided hereunder
         that result in any new cost commitments to SAVVIS in addition to its
         then-existing cost commitments.

                           The minimum payment obligations in this Section 4(c)
         shall be reduced (as specified in the Definitive Agreement) to reflect
         usage of the SAVVIS international lines by third parties. SAVVIS shall
         use commercially reasonable efforts to sell capacity on the
         international lines to third parties. SAVVIS shall, on reasonable
         written request of Reuters, provide Reuters with reasonable evidence of
         its sales efforts and any such reductions; provided, however, that
         Reuters shall not make such a request more than twice in any twelve
         (12) month period.

                  (d) Reuters Limited, or the appropriate member of the Reuters
         group, will make, each month after any Services are provided to Reuters
         after the satisfaction of the conditions in Section 7, the following
         minimum monthly payments to SAVVIS for the provision of the Services
         other than the international Multicast and the Data Feed Collector
         collection network Services less any Bankruptcy Payments, which
         Bankruptcy Payments relate to the Services that will be provided to
         Reuters:

                                     MINIMUM AMOUNT            TOTAL MINIMUM
         YEAR                        PER MONTH                 AMOUNT PER YEAR
         ----                        ---------                 ---------------
         Year 1                      [**] million              [**] million
         Year 2                      [**] million              [**] million


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         Year 3                      [**] million              [**] million
         Year 4                      [**] million              [**] million
         Year 5                      [**] million              [**] million
         Total of Years 1-5          N/A                       [**] million


                  (e) In the event of a business downturn beyond Reuters'
         reasonable control that reduces the volume of network services required
         by Reuters as contemplated hereunder (notwithstanding Reuters'
         commercially reasonable efforts to avoid such reduction in the volume
         of network services), SAVVIS and Reuters will mutually agree to reduce,
         as appropriate, the above minimum payment obligations to reflect the
         new revenue billing actuals after such business downturn. This
         provision shall not apply in the event that Reuters decides to take any
         of the preceding actions primarily to: (i) reduce its overall use of
         telecommunications, other than in circumstances beyond Reuters'
         reasonable control; or (ii) transfer portions of its traffic from the
         customer base acquired from Bridge to carriers other than SAVVIS.
         Reuters must give SAVVIS sixty (60) days' prior written notice of the
         conditions it believes will require the application of this provision.

                  (f) In the event of the sale by Reuters of all or
         substantially all of its assets, or the stock, or all or substantially
         all of the assets of, any of its direct or indirect subsidiaries, that
         reduces the volume of network services required by Reuters as
         contemplated hereunder, SAVVIS and Reuters will mutually agree to
         reduce, as appropriate, the above minimum payment obligations to
         reflect the new revenue billing actuals after such sale; provided,
         however, that Reuters shall use its commercially reasonable efforts to
         cause the person acquiring such assets or stock to assume such amount
         of minimum payment obligations that SAVVIS and Reuters agree to reduce.

                  (g) SAVVIS and Reuters shall immediately commence a
         line-by-line circuit and circuit price audit review by an independent
         third party selected by Reuters of the circuits being acquired by
         Reuters from Bridge underlying the Services for the purpose of auditing
         the basis for the above minimum payment obligations. The above minimum
         payment obligations shall be adjusted as may be necessary to reflect
         actual usage as determined by such audit. SAVVIS will refund the amount
         of any and all overpayments identified in such audit. SAVVIS agrees to
         cooperate with such audit. Reuters agrees to pay all reasonable
         third-party costs relating to such audit. Reuters shall use
         commercially reasonable efforts to use the results of any previously
         completed audits of the circuits being acquired by Reuters from Bridge,
         which Reuters determines, in its sole discretion, to be true and
         complete.



[**] CONFIDENTIAL TREATMENT REQUESTED

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<PAGE>

                  (h)      (i)      The parties shall use their reasonable
         efforts to agree to a billing and invoicing process to be set forth in
         the Definitive Agreement pursuant to which the appropriate subsidiaries
         of SAVVIS shall bill and invoice the appropriate members of the Reuters
         group. After such date as any Services are first provided to Reuters
         and the conditions in Section 7 are satisfied, and in the event that
         Reuters fails to purchase the Services described under Section 4(c)
         from SAVVIS in an amount at least equal to the monthly minimum payment
         obligations under such Section 4(c) or that Reuters fails to purchase
         the Services described under Section 4(d) from SAVVIS in an amount at
         least equal to the monthly minimum payment obligations under such
         Section 4(d), SAVVIS shall invoice Reuters monthly for any excess of
         such minimum monthly amount over any amounts of such Services actually
         purchased by Reuters.

                           (ii)     Subject to Section 4(h)(iii) hereof, the
         subsidiaries of SAVVIS (including SAVVIS Communications Corporation, a
         Missouri corporation) providing Services to Reuters hereunder shall
         have the right to receive directly from Reuters Limited, or such other
         member of the Reuters group designated by Reuters Limited, that portion
         of any payments required to be made by Reuters for Services provided by
         such subsidiary of SAVVIS pursuant to this Section 4 to Reuters, and
         shall be entitled to enforce this right directly against Reuters
         Limited, or the member of the Reuters group designated by Reuters
         Limited to make payments to SAVVIS for Services rendered hereunder.

                           (iii) Reuters Limited shall have the right to
         designate from time to time one or more members of the Reuters group to
         make any payments required to be made to SAVVIS or the appropriate
         subsidiary of SAVVIS, as applicable, pursuant to this Section 4 for
         Services provided hereunder, and SAVVIS or the appropriate subsidiary
         of SAVVIS, as the case may be, shall only invoice the member or members
         of the Reuters group designated by Reuters Limited hereunder; provided,
         however, that Reuters Limited shall remain jointly and severally liable
         for all payment obligations of Reuters hereunder.

                  (i) SAVVIS and Reuters agree that they will cooperate in cost
         reduction programs for SAVVIS. In the event any cost reductions are
         generated from mutually agreed-upon cost reduction programs, such cost
         reductions applicable to the Services shall be passed on to Reuters by
         reducing the minimum payment obligations of Reuters.

                  (j) In order for Reuters to receive the benefits of
         technological improvements, SAVVIS and Reuters shall agree to a
         process, in accordance with the terms of this Section 4(j), to be set
         forth in the Definitive Agreement pursuant to which requirements for
         new Services ("New Services") and modifications, improvements or
         enhancements to an existing Service ("Modifications") are presented to
         SAVVIS. At its sole discretion, Reuters shall have the option to
         procure New Services or Modifications from SAVVIS or any third party.
         In the event Reuters requests that SAVVIS provide a New Service or
         Modification, then



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<PAGE>

         SAVVIS shall as soon as is reasonably practicable and in any event
         within thirty (30) days of receipt of Reuters request, either (i)
         notify Reuters that it is unable or unwilling to provide such New
         Service or Modification or (ii) provide Reuters with a reasonably
         detailed proposal setting out details as to the costs of provision of
         such New Service or Modification and, subject to the remainder of this
         sub-section (j), the time period for implementation and such other
         details as SAVVIS and Reuters shall set out in the Definitive
         Agreement. SAVVIS shall have a reasonable time period (in relation to
         the business needs of Reuters) to provide such New Service or
         Modification to Reuters, which time period shall in no event extend
         past the date which is six (6) months after Reuters' request for such
         New Service or Modification; provided, however, that under certain
         exceptional circumstances (which limited circumstances shall be
         enumerated in the Definitive Agreement), SAVVIS and Reuters shall
         mutually agree in writing upon a date by which SAVVIS shall provide
         such New Service or Modification, which date shall in no event be later
         than twelve (12) months after Reuters' request for such New Service or
         Modification (unless SAVVIS and Reuters agree in writing to extend such
         twelve (12) month period). In the event Reuters has requested that
         SAVVIS provide a New Service or Modification but SAVVIS is unable or
         unwilling to provide such New Service or Modification within the
         prescribed time periods, the minimum monthly payment obligations set
         forth in this Section 4 shall be reduced by the price, as determined in
         accordance with this Section 4, of such amounts of Services canceled by
         Reuters as a result of Reuters having to procure such New Service or
         Modification from a third party.

                           Notwithstanding any provisions of this Term Sheet to
         the contrary, and without prejudice to the provisions of section 4(e)
         and (f), Reuters shall have no obligation to use any Services
         (including, without limitation, any obligation to require any of its
         customers, whether such customers are those acquired from Bridge or
         otherwise, to use any Services), and Reuters may cancel the Services at
         any time for any reason; provided, however, that Reuters shall remain
         subject to any minimum payment obligations in accordance with the
         provisions of this Section 4 (including, without limitation, any
         provisions of this Section 4 relating to the adjustment of such minimum
         payment obligations). In the event that Reuters decides to cancel any
         Services (including, without limitation, upon the cancellation of
         Services by a Reuters' customer), SAVVIS shall take no action which
         shall frustrate or otherwise hinder such termination or the migration
         of Reuters' customers to another carrier.

                  (k) The Funding provided by Reuters to SAVVIS shall be secured
         by this Term Sheet and the Definitive Agreement. The parties agree
         that, upon the occurrence of any uncured default by SAVVIS pursuant to
         the Funding (and any agreements in connection therewith), Reuters
         Limited, or the appropriate member of the Reuters group, may set off
         its total aggregate minimum payment obligations in this Section 4
         against the principal amount of such Funding plus



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<PAGE>

         any and all interest accrued through the date such set off is made
         (collectively, the "Defaulted Debt").

                           After any Bankruptcy Payments are applied to reduce
         the minimum monthly payment obligations in accordance with Section
         4(n), the Defaulted Debt shall be applied to further reduce the minimum
         monthly payment obligations of Reuters Limited, or the appropriate
         member of the Reuters group, hereunder in inverse order of when such
         payments are due and payable, provided that such Defaulted Debt shall
         be applied first against the minimum payment obligations in Section
         4(d) and then against the minimum payment obligations in Section 4(c).
         Notwithstanding the foregoing, any Defaulted Debt which is outstanding
         on the date of termination of the Definitive Agreement (or the Term
         Sheet, unless the Term Sheet is terminated pursuant to the execution of
         the Definitive Agreement) shall be set off against any remaining and
         outstanding payment obligations (including minimum monthly payment
         obligations) of Reuters Limited, or the appropriate member of the
         Reuters group, hereunder on such date of termination.

                           For illustrative purposes only, if the Bankruptcy
         Payments are [**] million, the Defaulted Debt is equal to [**] million
         and the minimum payment obligations are those specified hereunder,
         Reuters will receive the following credits against its payment
         obligations: In month sixty (60), when the minimum payment obligation
         under Section 4(d) is [**] million, the [**] million Bankruptcy Payment
         shall be applied against such [**] million minimum payment obligation
         and Reuters shall only be required to pay SAVVIS for the excess of any
         amounts owed for Services hereunder over such [**] million payment
         obligation. [**] In month fifty-nine (59), when the minimum payment
         obligations under Section 4(d) is [**] million, the [**] million in
         Defaulted Debt shall be applied against such [**] million minimum
         payment obligation and Reuters shall only be required to pay SAVVIS for
         the excess of any amount owed for Services hereunder over such [**]
         million payment obligation.

                           Alternatively, if the Bankruptcy Payments are equal
         to [**] million, the Defaulted Debt is equal to [**] million and the
         minimum payment obligations are those specified hereunder, Reuters will
         receive the following credits against its payment obligations: In month
         sixty (60), when the minimum payment obligation under Section 4(d) is
         [**] million, the [**] million Bankruptcy Payment and the [**] million
         in Defaulted Debt shall be applied against such [**] million minimum
         payment and Reuters shall only be required to pay SAVVIS [**] million
         plus any excess of any amounts owed for Services hereunder over the
         [**] million minimum payment obligation.

                  (l) In the event that SAVVIS receives notice of a payment
         default with respect to any payments owed by it to any of its
         telecommunications


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<PAGE>

         providers, SAVVIS shall, as promptly as practicable, but in any event
         within seven (7) days of receiving such notice, inform Reuters Limited
         thereof and provide Reuters Limited a copy of such notice, and Reuters
         Limited, or the appropriate member of the Reuters group, shall have the
         right to make such payments directly to such telecommunications
         providers on behalf of SAVVIS and to apply such payments against any
         payment obligations (including the minimum payment obligations) of
         Reuters to SAVVIS, or otherwise collect such payments.

                  (m) For the avoidance of doubt, any adjustments required by
         Sections 4(e), 4(f), 4(g), 4(i), 4(j), 4(k) and 4(l) to the minimum
         payment obligations pursuant to Sections 4(c) and 4(d) shall apply
         equally to such Sections 4(c) and 4(d).

                  (n) Upon receipt by SAVVIS of any Bankruptcy Payment, SAVVIS
         shall immediately (and in no event later than five (5) days after
         receipt of such Bankruptcy Payment) notify Reuters Limited in writing
         of the amount and nature of such Bankruptcy Payment.

                           The parties agree that the Bankruptcy Payments shall
         be applied to reduce the minimum monthly payment obligations of Reuters
         Limited, or the appropriate member of the Reuters group, hereunder in
         inverse order of when such payments are due and payable, provided that
         such Bankruptcy Payments shall be applied first against the minimum
         payment obligations in Section 4(d) and then against the minimum
         payment obligations in Section 4(c). Either (i) upon termination of the
         Definitive Agreement (or the Term Sheet, unless the Term Sheet is
         terminated pursuant to the execution of the Definitive Agreement) at a
         time when Bankruptcy Payments have been made and applied against
         minimum payment obligations for periods after such termination (such
         that the Bankruptcy Payments are effectively being applied for payment
         for Services that will not be performed) or (ii) in the event that no
         further minimum monthly payments are due and payable, SAVVIS shall
         promptly provide a full refund to the appropriate member of the Reuters
         group of an amount equal to such Bankruptcy Payments.

                  (o) If for regulatory or compliance reasons Reuters is
         permitted to acquire only part of the assets of Bridge contemplated in
         that certain Asset Purchase Agreement, dated as of May 3, 2001, between
         Bridge and Reuters America Inc. and Reuters S.A., as the same may be
         amended from time to time (the "Asset Purchase Agreement"), the above
         minimum payment obligations shall be reduced to reflect the assets
         actually acquired and the volume of network services actually required
         by Reuters with respect to such assets actually acquired, as compared
         to the volume of network services contemplated hereunder with respect
         to all of the assets contemplated under the Asset Purchase Agreement.
         Upon the occurrence of any regulatory or compliance condition that
         would require the application of this provision, Reuters shall give
         SAVVIS notice (the



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<PAGE>

         "Regulatory Notice") as soon as reasonably practicable after the
         occurrence of such condition. In the event the above minimum payment
         obligations are reduced by fifteen percent (15%) or more pursuant to
         this Section 4(o), the Chief Operating Officer of SAVVIS and Managing
         Director - Reuters shall renegotiate in good faith the pricing terms
         required under Section 4(a) hereof for any Services still to be
         provided by SAVVIS to Reuters. Irrespective of such renegotiation and
         review of the pricing terms of Section 4(a), SAVVIS shall offer each
         such Service to Reuters that is subject to renegotiation and review
         pursuant to this Section 4(o) at no greater than the lesser of (a) the
         applicable market rate and (b) the most favorable price SAVVIS offers
         for any product and service similar in scope and type to such Service.
         If the Chief Operating Officer and Managing Director cannot reach
         agreement on such pricing terms of any such Service still to be
         provided by SAVVIS to Reuters by the date (the "Dispute Date") that is
         fifteen (15) days after the date SAVVIS receives the Regulatory Notice,
         then the parties shall as soon as possible thereafter implement the
         pricing review procedures set forth in Sections 4(b)(ii), 4(b)(iii) and
         4(b)(iv) of this Term Sheet (provided that none of the time periods
         specified in such Sections 4(b)(ii), 4(b)(iii) and 4(b)(iv) shall apply
         to any pricing review to be conducted pursuant to this Section 4(o)),
         including, without limitation, the determination of any comparative
         services as contemplated in Section 4(b)(ii) of this Term Sheet for any
         reviewed Service and benchmarking as contemplated in Section 4(b)(iii)
         of this Term Sheet, and each party shall use its reasonable best
         efforts to implement such procedures and establish the pricing terms
         for such Service within thirty (30) days of the Dispute Date.

5.       ADMINISTRATION. Until the first anniversary of the date hereof, the
         parties shall mutually agree to certain administrative, operational or
         technical services to be provided by Reuters to SAVVIS, and which are
         reasonably necessary for SAVVIS to continue to provide the Services
         hereunder. SAVVIS will use its commercially reasonable efforts to
         discontinue such services from Reuters as promptly as possible after
         the date hereof. In no event after the one-year anniversary of the date
         hereof shall Reuters be required to provide any such administrative,
         operational or technical services to SAVVIS, unless otherwise mutually
         agreed upon by SAVVIS and Reuters in writing. To the extent any such
         services are provided, SAVVIS will pay for such services at standard
         arms'-length market rates.

6.       SERVICE LEVEL AGREEMENT. The Services shall meet or exceed the quality
         of service standards and service credits provided in Exhibit C (except
         that in the case of co-location services other than the Hazelwood Data
         Center facility, the quality of service standards and service credits
         shall be provided in the Definitive Agreement); provided, however, that
         in any event, such quality of service standards and service credits
         shall be at least equal to the service standards and service credits
         SAVVIS has committed to provide Bridge as of the date hereof.



                                       11
<PAGE>

7.       CONDITIONS TO SERVICES AND PAYMENTS UNDER THIS TERM SHEET. The
         obligations of the parties under Sections 3, 4, 5, 6, 9 and 10 of this
         Term Sheet shall be contingent on the satisfaction of the following
         conditions:

         (a)      The completion of the Closing (as defined in the Asset
                  Purchase Agreement).

         (b)      Execution of an agreement satisfactory to each of the parties
                  for the $30 million financing (or such other amount of
                  financing otherwise agreed to by the parties) to be provided
                  to SAVVIS by Reuters concurrently herewith or promptly after
                  the date hereof, or such other date agreed to by the parties.

8.       CONDITIONS TO THE DEFINITIVE AGREEMENT. The obligations of the parties
         under the Definitive Agreement shall also be conditioned upon the
         satisfaction of the conditions set forth in Section 7 hereof.

9.       SUBLEASE. Concurrently with the execution of the Definitive Agreement,
         the appropriate member of the Reuters group shall enter into a mutually
         agreed-upon sublease agreement for twenty-five percent (25%) of the
         building space located at 587 McDonnell Blvd., St. Louis, Missouri at a
         monthly rental rate of [**] (including rental of rack space and the
         2*GIG-e equipment). This amount shall be applied to the monthly minimum
         payment obligations described in Section 4. Among other provisions,
         such sublease agreement will provide such member of the Reuters group
         the right, upon prior written consent of SAVVIS (which consent shall
         not be unreasonably withheld), to sublet such space to a third party of
         its choosing, including other members of the Reuters group; provided,
         however, that such member of the Reuters group shall remain liable for
         its obligations under such sublease agreement.

10.      OFFSET. The payment obligations of SAVVIS and Reuters hereunder shall
         be subject to any legal rights of offset.

11.      REPRESENTATIONS AND WARRANTIES OF SAVVIS.

                  (a) Financial Statements. The cash flow forecasts and current
         business plan of SAVVIS, copies of which are attached hereto as Exhibit
         D, and SAVVIS' Annual Report on Form 10-K for the fiscal year ended
         December 31, 2000 ("2000 Form 10-K") were prepared in good faith, and
         SAVVIS believes that the underlying assumptions and projections made
         therein are reasonable and complete in all material respects.

                  (b) Authority. SAVVIS has the corporate power and authority to
         enter into this Term Sheet and to carry out its obligations hereunder.
         The execution, delivery, and performance of this Term Sheet by SAVVIS
         and the consummation by SAVVIS of the transactions contemplated hereby
         have been duly authorized

[**] CONFIDENTIAL TREATMENT REQUESTED

                                       12
<PAGE>

         by all requisite corporate actions. This Term Sheet has been duly and
         validly executed and delivered by SAVVIS and (assuming this Term Sheet
         constitutes a valid and binding obligation of Reuters) constitutes a
         valid and binding agreement of SAVVIS, enforceable against SAVVIS in
         accordance with its terms, subject to applicable bankruptcy,
         reorganization, insolvency, moratorium, and other laws affecting
         creditors' rights generally from time to time in effect and to general
         equitable principles.

                  (c) Consents and Approvals. No consent, approval,
         authorization or permit of, or filing with or notification to, any
         governmental authority, domestic or foreign, or of any other person is
         required to be made or obtained by SAVVIS in connection with the
         execution, delivery, and performance of this Term Sheet and the
         consummation of the transactions contemplated hereby.

                  (d) No Violations. Neither the execution, delivery, or
         performance of this Term Sheet by SAVVIS , nor the consummation by
         SAVVIS of the transactions contemplated hereby, nor compliance by
         SAVVIS with any of the provisions hereof, will (a) conflict with or
         result in any breach of any provisions of the certificate of
         incorporation or bylaws of SAVVIS, (b) result in a violation or breach
         of, or constitute (with or without due notice or lapse of time) a
         default (or give rise to any right of termination, cancellation,
         acceleration, vesting, payment, exercise, suspension, or revocation)
         under any of the terms, conditions, or provisions of any note, bond,
         mortgage, deed of trust, security interest, indenture, license,
         contract, agreement, plan, or other instrument or obligation to which
         SAVVIS is a party or by which SAVVIS or SAVVIS' properties or assets
         may be bound or affected, (c) violate any order, writ, injunction,
         decree, statute, rule, or regulation applicable to SAVVIS or SAVVIS'
         properties or assets, (d) result in the creation or imposition of any
         encumbrance on any asset of SAVVIS, or (e) cause the suspension or
         revocation of any permit, license, governmental authorization, consent,
         or approval necessary for SAVVIS to conduct its business as currently
         conducted, except in the case of clauses (b), (c), (d), and (e) for
         violations, breaches, defaults, terminations, cancellations,
         accelerations, creations, impositions, suspensions, or revocations that
         would not individually or in the aggregate have a material adverse
         effect on SAVVIS.

12.      NO EXCLUSIVITY. This Term Sheet and the Definitive Agreement shall in
         no event be construed to create any exclusive relationship between any
         member of the Reuters group and SAVVIS.

13.      RELATIONSHIP OF THE PARTIES. Nothing in this Term Sheet shall be
         construed to create a joint venture, partnership or agency relationship
         between SAVVIS and any member of the Reuters group. Neither SAVVIS nor
         Reuters is authorized to represent, bind, obligate, or contract on
         behalf of the other, nor is this Term Sheet intended to create an
         exclusive relationship between SAVVIS and any member of the Reuters
         group.



                                       13
<PAGE>

14.      PRESS RELEASES. The parties hereto shall consult with each other and
         shall mutually agree (the agreement of each party not to be
         unreasonably withheld or delayed) upon the content and timing of any
         press release or other public statements with respect to the
         transactions contemplated by this Term Sheet and shall not issue any
         such press release or other public statement prior to such consultation
         and agreement, except as may be required by applicable law or by
         obligations pursuant to any listing agreement with any securities
         exchange or any stock exchange regulations as advised by counsel;
         provided, however, that to the extent practicable, each party shall
         give prior notice to the other party of the content and timing of any
         such press release or other public statement prior to issuance.

15.      CONFIDENTIALITY.

                  (a) Nondisclosure. Each party agrees to maintain in
         confidence, and take all reasonable precautions to protect as each
         party employs with respect to its most confidential information, but in
         no event less than reasonable precautions, all Proprietary Information
         (as defined hereinafter) disclosed or to be disclosed to it either
         before, at the time of or following the execution and delivery of this
         Term Sheet. Proprietary Information received by or disclosed to a party
         (the "Receiving Party") or any of its Agents (as defined hereinafter)
         from another party (the "Furnishing Party") (a) shall not be reproduced
         or copied in whole or part, except for use as authorized in this Term
         Sheet or the Definitive Agreement, and (b) shall, together with any
         full or partial copies thereof, be returned to the Furnishing Party or
         destroyed when no longer needed. Each Receiving Party shall use
         Proprietary Information only for the purposes contemplated by this Term
         Sheet and the Definitive Agreement. Each party shall use its
         commercially reasonable efforts to cause its officers, directors,
         employees and consultants and the officers, directors, employees and
         consultants of its Affiliates (as hereinafter defined) (collectively
         "Agents") to comply with the terms of this Section 15. An "Affiliate"
         of a person is any other person that, directly or indirectly through
         one or more intermediaries, controls, is controlled by or is under
         common control with such person.

                  (b) Certain Permitted Disclosures. A party may disclose
         Proprietary Information to its Agents, but the Receiving Party shall
         remain liable for any failure by those persons to keep Proprietary
         Information confidential in accordance with this Section 15. If a
         Receiving Party is required by law to disclose any Proprietary
         Information of a Furnishing Party, then such Receiving Party shall (a)
         promptly notify the Furnishing Party in writing of the existence, terms
         and circumstances surrounding such requirement of law, and (b)
         cooperate with such Furnishing Party in any efforts the Furnishing
         Party makes or requests the Receiving Party to make in order to seek or
         obtain a protective order or other remedy or to resist or narrow the
         requirement of law or to otherwise assure that such Proprietary
         Information is withheld from the public record and public availability.
         The Receiving Party shall disclose only that portion of such


                                       14
<PAGE>

         information which is legally required to be disclosed at that time in
         order to avoid liability for contempt or other material legal penalty,
         provided that such Receiving Party exercises its best efforts to
         preserve the confidentiality of such information, including cooperating
         with the Furnishing Party to obtain an appropriate protective order or
         other reliable assurance that confidential treatment will be accorded
         such information by the person or persons to whom such information is
         required to be disclosed.

                  (c) Definition of Proprietary Information. The "Proprietary
         Information" of a party as used herein, shall mean any information
         which has commercial and other value in the respective business of such
         party and is confidential or proprietary in nature (including, without
         limitation, trade secrets, patents, patent applications, copyrights,
         know-how, processes, ideas, inventions (whether patentable or not),
         formulas, computer programs, databases, technical drawings, designs,
         algorithms, technology, circuits, layouts, designs, interfaces,
         materials, schematics, names and expertise of employees and
         consultants, any other technical, business, financial, customer and
         product development plans, supplier information, forecasts, strategies
         and other confidential information), or which may be marked as
         "confidential" or "proprietary", and references to the Proprietary
         Information of Reuters Limited shall include the Proprietary
         Information of Reuters. Information will not be deemed to be
         Proprietary Information, and the Receiving Party shall have no
         obligation with respect thereto, or to any part thereof, to the extent
         such information: (i) is already known to the Receiving Party at the
         time of receipt or disclosure, free of any obligation to keep it
         confidential, as evidenced by written records made prior to such
         receipt or disclosure, and did not become known to such Receiving Party
         through disclosure by a third party known to the Receiving Party to be
         subject to an obligation to maintain the confidentiality thereof; (ii)
         is already publicly available prior to receipt or disclosure or (iii)
         subsequently becomes publicly available without any fault of the
         Receiving Party or any of its Agents.

16.      GOVERNING LAW. This Term Sheet shall be governed by and construed in
         accordance with the laws of the State of New York, without regard to
         the conflicts of laws principles of such state.

17.      NO THIRD PARTY BENEFICIARIES. Except as expressly provided in this Term
         Sheet, nothing in this Term Sheet, express or implied, is intended or
         shall be construed to confer upon or give any person (including
         creditors and affiliates of any party) other than the parties hereto
         any remedy or claim under or by reason of this Term Sheet or any term,
         covenant or condition hereof, all of which shall be for the sole and
         exclusive benefit of the parties.

18.      BINDING EFFECT; SUCCESSORS AND ASSIGNS. This Term Sheet and all of the
         provisions hereof shall be binding upon and inure to the benefit of the
         parties and their respective successors, legal representatives and
         permitted assigns; provided, however, that neither this Term Sheet nor
         any of the rights, interests or



                                       15
<PAGE>

         obligations of any party hereunder shall be assigned or delegated
         without the prior written consent of the other party, not to be
         unreasonably withheld or delayed. Notwithstanding the foregoing,
         Reuters Limited shall have the right, in its sole discretion, to assign
         this Term Sheet or the Definitive Agreement to any other member of the
         Reuters group, provided, however, that if Reuters Limited does not
         receive the prior written consent of SAVVIS, not to be unreasonably
         withheld or delayed, Reuters Limited shall remain liable for its
         obligations under the Definitive Agreement.

19.      ENTIRE AGREEMENT. Subject to the completion and execution of the
         Definitive Agreement, this Term Sheet sets forth the entire agreement
         and understanding among the parties hereto as to the subject matter
         hereof and merges and supersedes all prior discussions and agreements
         between the parties with respect to the subject matter hereof.

20.      AMENDMENTS AND WAIVERS. This Term Sheet may not be amended, modified or
         supplemented unless approved in writing by each party to this Term
         Sheet; provided, however, that any amendment to Section 4(h)(ii) must
         also be approved in writing by Nortel Networks Inc., which approval
         shall not be unreasonably withheld or delayed. No waiver of any right
         or remedy or of compliance with any provisions hereof, and no consent
         provided for herein, shall be effective unless evidenced by an
         instrument in writing executed by the party sought to be charged with
         such waiver or consent. The rights and remedies herein expressly
         provided are cumulative and not exclusive of any other rights or
         remedies which any party hereto would otherwise have at law, in equity,
         by statute or otherwise.

21.      NO IMPLIED WAIVERS. No action taken pursuant to this Term Sheet,
         including, any investigation by or on behalf of any party, shall be
         deemed to constitute a waiver by the party taking such action of
         compliance with any representations, warranties, agreements, covenants,
         obligations or commitments contained herein or made pursuant hereto.
         The waiver by any party of a breach of any provision of this Term Sheet
         shall not operate or be construed as a waiver of any preceding or
         succeeding breach and no failure by any party to exercise any right,
         privilege or remedy hereunder shall be deemed a waiver of such party's
         rights, privileges or remedies hereunder or shall be deemed a waiver of
         such party's rights to exercise the same at any subsequent time or
         times hereunder.

22.      COUNTERPARTS. This Term Sheet may be executed in one or more
         counterparts, each of which shall be deemed to be an original of the
         party or parties executing the same and all of which together shall be
         deemed to constitute one and the same agreement.

23.      HEADINGS. The headings of the Sections contained in this Term Sheet are
         solely for convenience of reference, are not part of the agreement of
         the parties and shall not affect the meaning or interpretation of this
         Term Sheet.



                                       16
<PAGE>

24.      FURTHER ASSURANCES. Each party shall cooperate and take such actions as
         may be reasonably requested by another party in order to carry out the
         provisions and purposes of this Term Sheet and the transactions
         contemplated hereby.

25.      SEVERABILITY. If any provision of this Term Sheet or the application
         thereof to any person or circumstance is held by a court of competent
         jurisdiction to be invalid, void or unenforceable, the remaining
         provisions hereof, or the application of such provision to persons or
         circumstances other than those as to which it has been held invalid or
         unenforceable, shall remain in full force and effect and shall in no
         way be affected, impaired or invalidated thereby; provided that, if any
         provision hereof or the application thereof shall be so held to be
         invalid, void or unenforceable by a final judgment of a court of
         competent jurisdiction, then such court may substitute therefor a
         suitable and equitable provision in order to carry out, so far as may
         be valid and enforceable, the intent and purpose of the invalid, void
         or unenforceable provision and if such court shall fail or decline to
         do so, the parties shall negotiate in good faith a suitable and
         equitable substitute provision.

26.      SPECIFIC PERFORMANCE. The parties agree that Section 15 of this Term
         Sheet shall be specifically enforceable, it being agreed by the parties
         that the remedy at law, including monetary damages, for breach of such
         section may be inadequate compensation for any loss and that any
         defense in any action for specific performance that a remedy at law
         would be adequate is waived.

27.      ARBITRATION. Any disputes which cannot be resolved by the parties shall
         be resolved in accordance with this Section. The parties agree to
         settle any disputes hereunder by binding arbitration before a panel of
         three arbitrators. The arbitration shall be administered by the
         American Arbitration Association in accordance with its rules as in
         effect on the date hereof. Each party shall nominate one arbitrator,
         and such arbitrators such nominate the third arbitrator. The parties
         shall share equally all fees and expenses of the arbitrators, unless
         the arbitrators determine otherwise. Notwithstanding the foregoing, if
         the arbitrators shall fail to come to a decision within ninety (90)
         days of their appointment, the parties may bring suit in federal, state
         or local courts or before other governmental authorities.

28.      SURVIVAL. Sections 12-27 of this Term Sheet shall survive the
         expiration or termination of this Term Sheet for any reason.



         [THE REMAINDER OF THIS AGREEMENT IS INTENTIONALLY LEFT BLANK.]



                                       17
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Term Sheet to
be executed as of May 21, 2001.

REUTERS LIMITED                       SAVVIS COMMUNICATIONS CORPORATION




By: /s/ Devin Wenig                   By: /s/ Steven M. Gallant
   ------------------------------        ---------------------------------------
    Name:  Devin Wenig                    Name:  Steven M. Gallant
    Title: President                      Title: Vice President, General Counsel


Date: May 21, 2001                    Date: May 21, 2001
     ----------------------------          -------------------------------------


                                       18
<PAGE>

                                    EXHIBIT A

                                 Global Crossing
                                    Bloomberg
                                Thomson Financial
                         Standard & Poors / McGraw Hill
                                    Dow Jones
                              SunGard Data Systems



                                       19
<PAGE>

                                    EXHIBIT B

               1. CLIENT INTELLIGENT IP NETWORK DELIVERY PRICING:

                                 UNITED STATES:


<TABLE>
<CAPTION>
====================================================================================================================================
                                                                    TIER 1 CLIENT CHARGES (1)
                                ---------------------------------------------------------------------------------------------------
CLIENT TYPE  DISTANCE FROM POP  64 KBPS  128 KBPS  256 KBPS  384 KBPS  512 KBPS  768 KBPS  1 MBPS  T1   2 MBPS(3)  4 MBPS(3)  DS3(3)
====================================================================================================================================
<S>         <C>                 <C>       <C>       <C>       <C>       <C>       <C>      <C>   <C>     <C>        <C>       <C>
            Less than or equal
              to 25 miles       [**]      [**]      [**]      [**]      [**]      [**]     [**]  [**]    [**]       [**]      [**]
Tier 1      Over 25 miles
              to 300 miles      [**]      [**]      [**]      [**]      [**]      [**]     [**]  [**]    [**]       [**]      [**]
            Over 300 miles      [**]      [**]      [**]      [**]      [**]      [**]     [**]  [**]    ICB        ICB       ICB
====================================================================================================================================
            Less than or equal
              to 25 miles       [**]      [**]      [**]      [**]      [**]      [**]     [**]  [**]    [**]       [**]      [**]
Tier 2      Over 25 miles
              to 300 miles      [**]      [**]      [**]      [**]      [**]      [**]     [**]  [**]    [**]       [**]      [**]
            Over 300 miles      [**]      [**]      [**]      [**]      [**]      [**]     [**]  [**]    ICB        ICB       ICB
====================================================================================================================================
            Less than or equal
              to 25 miles       [**]      [**]      [**]      [**]      [**]      [**]     [**]  [**]    [**]       [**]      [**]
Tier 3      Over 25 miles
              to 300 miles      [**]      [**]      [**]      [**]      [**]      [**]     [**]  [**]    [**]       [**]      [**]
            Over 300 miles      [**]      [**]      [**]      [**]      [**]      [**]     [**]  [**]    ICB        ICB       ICB
====================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
-------------------------------------------------------
                                  INSTALLS (1)
                      ---------------------------------
SPEED                     1 YR        2 YR       3 YR
-------------------------------------------------------
<S>                       <C>         <C>        <C>
Up to T1                  [**]        [**]       [**]
Greater than T1 (2)       [**]        [**]       [**]
-------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-------------------------------------------------------
                                  MODIFICATIONS
                      ---------------------------------
SPEED                     MOVE      UPGRADE   DOWNGRADE
-------------------------------------------------------
<S>                       <C>         <C>        <C>
Up to T1                  [**]        [**]       [**]
Greater than T1 (2)       [**]        [**]       [**]
-------------------------------------------------------
<FN>
(1)  Bundled Monthly Recurring and Installation Charge per client logical connections include:
     * Local Access
     * Network Access Port
     * Logical Connection
     * Customer Premises ARN Router or Integrated Access Device
     * Network Usage
     * CPE Management and Maintenance
     * Analog dial line for Out-of-Band management
     * Base Intelligent IP features
(2)  Up to DS3
(3)  Includes DS3 Local Access

Notes:
  1.  Minimum 1 Year term per customer site ordered
  2.  All connections are Service Class 1
  3.  Additional logical connections (over the same loop) to same site will be discounted 50%
</FN>
</TABLE>





[**] CONFIDENTIAL TREATMENT REQUESTED



                                       20
<PAGE>


                              SAVVIS COMMUNICATIONS



                                  INTERNATIONAL:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                                                    INTERNATIONAL CLIENT
                                                         CHARGES (1)
-----------------------------------------------------------------------------------------------------------------------------
  REGION    CLIENT TYPE        64 KBPS    128 KBPS     256 KBPS   384 KBPS   512 KBPS    768 KBPS   1 MBPS      T1      E1
-----------------------------------------------------------------------------------------------------------------------------
<S>           <C>               <C>         <C>          <C>        <C>        <C>         <C>       <C>       <C>      <C>
  CANADA      Tier 1            [**]        [**]         [**]       [**]       [**]        [**]      [**]      [**]     ICB
          -------------------------------------------------------------------------------------------------------------------
              Tier 2            [**]        [**]         [**]       [**]       [**]        [**]      [**]      [**]     ICB
          -------------------------------------------------------------------------------------------------------------------
              Tier 3            [**]        [**]         [**]       [**]       [**]        [**]      [**]      [**]     ICB
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------
                                       INSTALLS (1)
                              -------------------------------------
               SPEED            1 YR        2 YR         3 YR
-------------------------------------------------------------------
<S>                             <C>         <C>          <C>
            Up to T1/E1         [**]        [**]         [**]
-------------------------------------------------------------------
            > T1/E1 (2)         [**]        [**]         [**]
-------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------
                                       MODIFICATIONS
                              -------------------------------------
               SPEED            MOVE      UPGRADE       DOWNGRADE
-------------------------------------------------------------------
<S>                             <C>         <C>          <C>
            Up to T1/E1         [**]        [**]         [**]
-------------------------------------------------------------------
            > T1/E1 (2)         [**]        [**]         [**]
-------------------------------------------------------------------
<FN>
(1) Bundled Monthly Recurring and Installation Charge per client logical connections includes:
     * Network Access Port
     * Logical Connection
     * Customer Premises ARN Router or Integrated Access Device
     * Network Usage
     * CPE Management and Maintenance
     * Analog dial line for Out-of-Band management
     * Base Intelligent IP features
     * Local Access Excluded and passed through
(2) Up to DS3/E3

Notes:
  1.  Minimum 1 Year term per customer site ordered
  2.  All connections are Service Class 1
  3.  Additional logical connections (over the same loop) to same site will be discounted 50%
</FN>
</TABLE>





[**] CONFIDENTIAL TREATMENT REQUESTED


                                       21
<PAGE>

                         2. MULTICAST DELIVERY PRICING:

<TABLE>
<CAPTION>
----------------------------------------------------------------
                              MULTICAST HUB CHARGE (1)
                      ------------------------------------------
      LOCATION              INSTALL              MONTHLY
----------------------------------------------------------------
<S>                           <C>                  <C>
     St. Louis                N/A                  [**]
----------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                            MULTICAST REGIONAL CHARGE (2)
---------------------------------------------------------------------------------------------------------------------------------
                                                            FEED #1                                   FEED #2 (3)
---------------------------------------------------------------------------------------------------------------------------------
      LOCATION              INSTALL               FIXED                PER MBPS               FIXED               PER MBPS
---------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                   <C>                 <C>                   <C>                   <C>
         US                   [**]                  [**]                [**]                  [**]                  [**]
---------------------------------------------------------------------------------------------------------------------------------
       Canada                 [**]                  [**]                [**]                  [**]                  [**]
---------------------------------------------------------------------------------------------------------------------------------
       Europe                 [**]                  [**]                [**]                  [**]                  [**]
---------------------------------------------------------------------------------------------------------------------------------
        Asia                  [**]                  [**]                [**]                  [**]                  [**]
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
                                               MODIFICATIONS
                      ----------------------------------------------------------------
       SPEED                 MOVE                UPGRADE              DOWNGRADE
--------------------------------------------------------------------------------------
<S>                          <C>                   <C>                   <C>
        Hub                  [**]                  [**]                  [**]
--------------------------------------------------------------------------------------
      Regional               [**]                  [**]                  [**]
--------------------------------------------------------------------------------------
<FN>
(1)  Bundled Monthly Recurring Charge per Multicase Hub includes:
     *  Local Access
     *  BLN Routers
     *  Management
     *  2 Hub Multicast Connections (dual feeds to each Regional site)
(2)  Bundled Monthly Recurring Charge per Multicase Regional Site includes:
     *  Local Access between POPs
     *  BLN Routers
     *  Backbone
     *  Dual POPs per city (2 Multicast feeds per POP)
     *  Minimum 2 Mbps bundled (incremental per mbps thereafter)
(3)  Pricing applicable into Second POP in same city

Notes:
  1.  Minimum 1 Year term per Multicast site ordered
</FN>
</TABLE>





[**] CONFIDENTIAL TREATMENT REQUESTED


                                       22
<PAGE>

       INTERNATIONAL MULTICASTING WITH TWO FEEDS INTO TWO DIFFERENT POPS:

<TABLE>
<CAPTION>
 CITY              POP #         FIXED FEED 1         VARIABLE FEED 1        FIXED FEED 2         VARIABLE FEED 2         TOTAL
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>             <C>                   <C>                   <C>                   <C>                 <C>
Toronto             1               [**]                  [**]                  [**]                  [**]                [**]
                    2               [**]                  [**]                  [**]                  [**]                [**]

Montreal            1               [**]                  [**]                  [**]                  [**]                [**]
                    2               [**]                  [**]                  [**]                  [**]                [**]

Calgary             1               [**]                  [**]                  [**]                  [**]                [**]
                    2               [**]                  [**]                  [**]                  [**]                [**]

Vancouver           1               [**]]                 [**]                  [**]                  [**]                [**]
                    2               [**]                  [**]                  [**]                  [**]                [**]
</TABLE>


         BRIDGE INTERNATIONAL MULTICASTING WITH TWO FEEDS INTO SAME POP:

<TABLE>
<CAPTION>
    CITY              POP #         FIXED FEED 1         VARIABLE FEED 1        FIXED FEED 2         VARIABLE FEED 2        TOTAL
------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>             <C>                   <C>                   <C>                   <C>                 <C>
Toronto                1               [**]                  [**]                  [**]                  [**]                [**]


Montreal               1               [**]                  [**]                  [**]                  [**]                [**]


Calgary                1               [**]                  [**]                  [**]                  [**]                [**]


Vancouver              1               [**]                  [**]                  [**]                  [**]                [**]
MULTICAST TOTAL                                                                                                              [**]
</TABLE>


[**] CONFIDENTIAL TREATMENT REQUESTED



                                       23
<PAGE>

               3. DATA FEED COLLECTOR COLLECTION NETWORK PRICING:

--------------------------------------------------------------------------------
             DFC Collection Network - IIP Service Option (US Only)
--------------------------------------------------------------------------------
     Location                                DFC Charge
--------------------------------------------------------------------------------
                                  Install                       Monthly
--------------------------------------------------------------------------------
        US                    See Client IIP Delivery Charges - Tier 1
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                    DFC Collection Network - Actual Charges
--------------------------------------------------------------------------------
     Location                                DFC Charge
--------------------------------------------------------------------------------
                              Bandwidth (Mbps)             Monthly (2 Feeds)
--------------------------------------------------------------------------------
New York                             4M                                    [**]
--------------------------------------------------------------------------------
Atlanta                              2M                                    [**]
--------------------------------------------------------------------------------
Chicago                              2M                                    [**]
--------------------------------------------------------------------------------
San Francisco                        2M                                    [**]
--------------------------------------------------------------------------------
Los Angeles                          2M                                    [**]
--------------------------------------------------------------------------------
Dallas                               2M                                    [**]
--------------------------------------------------------------------------------
Toronto                              2M                                    [**]
--------------------------------------------------------------------------------
Montreal                             1M                                    [**]
--------------------------------------------------------------------------------
Vancouver                            1M                                    [**]
--------------------------------------------------------------------------------
London                               2M                                    [**]
--------------------------------------------------------------------------------
Frankfurt                            2M                                    [**]
--------------------------------------------------------------------------------
Copenhagen                           1M                                    [**]
--------------------------------------------------------------------------------
Brussels                             1M                                    [**]
--------------------------------------------------------------------------------
Zurich                               1M                                    [**]
--------------------------------------------------------------------------------
Paris                                1M                                    [**]
--------------------------------------------------------------------------------
Madrid                              768K                                   [**]
--------------------------------------------------------------------------------
Amsterdam                           768K                                   [**]
--------------------------------------------------------------------------------
Vienna                              256K                                   [**]
--------------------------------------------------------------------------------
Budapest                            256K                                   [**]
--------------------------------------------------------------------------------
Milan                               768K                                   [**]
--------------------------------------------------------------------------------
Oslo                                512K                                   [**]
--------------------------------------------------------------------------------
Rome                                512K                                   [**]
--------------------------------------------------------------------------------
Warsaw                              256K                                   [**]
--------------------------------------------------------------------------------
Athens                              512K                                   [**]
--------------------------------------------------------------------------------
Istanbul                            256K                                   [**]
--------------------------------------------------------------------------------
Luxembourg                          512K                                   [**]
--------------------------------------------------------------------------------
Helsinki                            512K                                   [**]
--------------------------------------------------------------------------------
Stockholm                           512K                                   [**]
--------------------------------------------------------------------------------
Johannesburg                        512K                                   [**]
--------------------------------------------------------------------------------
Singapore                            2M                                    [**]
--------------------------------------------------------------------------------
Tokyo                                2M                                    [**]
--------------------------------------------------------------------------------
Hong Kong                            2M                                    [**]
--------------------------------------------------------------------------------
Sydney                               2M                                    [**]
--------------------------------------------------------------------------------
Manila                              512K                                   [**]
--------------------------------------------------------------------------------
Melbourne                           512K                                   [**]
--------------------------------------------------------------------------------
Taipei                              512K                                   [**]
--------------------------------------------------------------------------------
Seoul                               512K                                   [**]
--------------------------------------------------------------------------------
Bangkok                             256K                                   [**]
--------------------------------------------------------------------------------
Beijing                             512K                                   [**]
--------------------------------------------------------------------------------
Jakarta                             512K                                   [**]
--------------------------------------------------------------------------------
Mumbai                              512K                                   [**]
--------------------------------------------------------------------------------
Delhi                               512K                                   [**]
--------------------------------------------------------------------------------
Kuala Lampur                        512K                                   [**]
--------------------------------------------------------------------------------
Wellington                          512K                                   [**]
--------------------------------------------------------------------------------
Buenos Aires                        512K                                   [**]
--------------------------------------------------------------------------------
Bogota                              512K                                   [**]
--------------------------------------------------------------------------------
Santiago                            512K                                   [**]
--------------------------------------------------------------------------------
Caracas                             512K                                   [**]
--------------------------------------------------------------------------------
Mexico City                         512K                                   [**]
--------------------------------------------------------------------------------
Panama City                         384K                                   [**]
--------------------------------------------------------------------------------
Bermuda                             384K                                   [**]
--------------------------------------------------------------------------------
Ta il Circuits                    Various                                  [**]
--------------------------------------------------------------------------------


Notes:
1.       Minimum 1 Year term per DFC site
2.       All IIP DFC Connections are Service Class 1
3.       All connections are homed back to St. Louis
---------------------------------------------------------------------------

[**] CONFIDENTIAL TREATMENT REQUESTED



                                       24
<PAGE>

          INTERNATIONAL DATA FEED COLLECTOR COLLECTION NETWORK PRICING:

        DFC LOCATION            BANDWIDTH (1 FEED)           PRICE (2 FEEDS)
--------------------------------------------------------------------------------
Toronto                                2 Meg                     $     [**]
Montreal                               1 Meg                     $     [**]
Vancouver                              1 Meg                     $     [**]
Tail Circuits                                                           TBD
                                                       ---------------------
TOTAL                                                            $     [**]


                       OFFICE AUTOMATION NETWORK PRICING:

--------------------------------------------------------------------------------
                  OFFICE NETWORK - IIP SERVICE OPTION (US ONLY)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                               OFFICE CHARGE
                             ---------------------------------------------------
          LOCATION                  INSTALL                   MONTHLY
--------------------------------------------------------------------------------
<S>                              <C>
             US                  See Client IIP Delivery Charges - Tier 3
--------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                       OFFICE NETWORK - BUNDLE CHARGES (1)
--------------------------------------------------------------------------------
                                                  OFFICE CHARGE
--------------------------------------------------------------------------------
          LOCATION                BANDWIDTH (MBPS)             MONTHLY (1)
--------------------------------------------------------------------------------
<S>                                      <C>                           <C>
St Louis                                 30M                           [**]
--------------------------------------------------------------------------------
New York 1                               22M                           [**]
--------------------------------------------------------------------------------
New York 2                               17M                           [**]
--------------------------------------------------------------------------------
Boston                                   T1                            [**]
--------------------------------------------------------------------------------
Chicago                                  T1                            [**]
--------------------------------------------------------------------------------
San Francisco                            T1                            [**]
--------------------------------------------------------------------------------
Los Angeles                              T1                            [**]
--------------------------------------------------------------------------------
Atlanta                                  T1                            [**]
--------------------------------------------------------------------------------
Dallas                                   T1                            [**]
--------------------------------------------------------------------------------
Minneapolis                              T1                            [**]
--------------------------------------------------------------------------------
Washington DC                            T1                            [**]
--------------------------------------------------------------------------------
Kansas City                              6M                            [**]
--------------------------------------------------------------------------------
<FN>
(1)  Each Connection includes: Office Date Network
     *  Office Data Network
     *  Bridge Network Connection
     *  ATM Voice Trunks

Notes:
  1.  Minimum 1 Year term per Office connection
  2.  All IIP Office connections are Service Class 3
</FN>
</TABLE>

[**] CONFIDENTIAL TREATMENT REQUESTED


                                       25
<PAGE>

                          5. INTERNET ACCESS PRICING:

----------------------------------
   US BURSTABLE RATE INTERNET
----------------------------------
                   INTERNET PORT
      SPEE        ---------------
     (MBPS        INSTAL   MONTHL
----------------------------------
0-45                        [**]
45.01                       [**]
70.01              [**]     [**]
100.01                      [**]
----------------------------------
Greater than 15     TB      [**]
----------------------------------

-----------------------------
    UK FLAT RATE INTERNET
             INTERNET PORT
   SPEE    ------------------
  (MBPS    INSTAL    MONTHL
-----------------------------
    46      [**]      [**]
-----------------------------

Notes
  1.  Minimum 1 Year term per Internet




                       6. CO-LOCATION FACILITIES PRICING:

-----------------------------------
             COLOCATI
-----------------------------------
                        RACK
                   ----------------
      DFC          INSTAL   MONTHL
-----------------------------------
      Rack          [**]     [**]
Additional Power    [**]     [**]
-----------------------------------

(1) Standard 19" rack includes 2 FE ports and 20
(2) 20 amp

Notes
  1.  Minimum 1 year term per




INTERNATIONAL POP CO-LOCATION
PRICING FOR DATA FEED COLLECTOR CONNECTION NETWORK:

CITY        # OF RACKS   PRICE   TOTAL
---------------------------------------
Toronto         1         [**]    [**]
Montreal        1         [**]    [**]
Vancouver       1         [**]    [**]
                3                 [**]




                                       26
<PAGE>

                        7. HAZELWOOD DATA CENTER PRICING:

--------------------------------------------------------------
                          St. Louis
--------------------------------------------------------------
                                   Data Center
                       ---------------------------------------
Service                   Install            Monthly
--------------------------------------------------------------
Colocation                N/A                [**]
--------------------------------------------------------------
Power (1)                 [**]/amp           [**]/amp
--------------------------------------------------------------
2x Gig E-Connectivity     [**]               [**]
--------------------------------------------------------------

(1)  Minimum of 10 amp increments



[**] CONFIDENTIAL TREATMENT REQUESTED


                                       27
<PAGE>

                                    EXHIBIT C

  1. SERVICE LEVEL AGREEMENTS FOR: (A) CLIENT INTELLIGENT IP NETWORK, (B) DATA
      FEED COLLECTOR COLLECTION NETWORK AND (C) OFFICE AUTOMATION NETWORK:

--------------------------------------------------------------------------------
Intra-North America
--------------------------------------------------------------------------------
Class of              Average               Average          Average
Service               Availability          SAVVIS           SAVVIS Core
                      (Core/To Edge)        Core RTD         Packet Loss
--------------------------------------------------------------------------------
Class 1               100% Core             75ms             < .1%
                      99.99 to Redundant
                      Edge
                      99.9% To Edge*
Class 2               100% Core             80ms             < .25%
                      99.99% To Redundant
                      Edge
                      99.9% To Edge*
Class 3               100% Core             90ms             <.5%
                      99.99% To Redundant
                      Edge
                      99.9% To Edge*
Class 4               100% Core             100ms            <1% On-Net
                      99.99% To Redundant                    <5% Off-Net
                      Edge
                      99.9% To Edge*
--------------------------------------------------------------------------------




                                       28
<PAGE>

--------------------------------------------------------------------------------
Intra-Europe
--------------------------------------------------------------------------------
Class of            Average               Average          Average
Service             Availability          SAVVIS           SAVVIS Core
                    (Core/To Edge)        Core RTD         Packet Loss
--------------------------------------------------------------------------------
Class 1             100% Core             90ms              < 1%
                    99.99% To Redundant
                    Edge
                    99.9% To Edge*
Class 2             100% Core             100ms             < 2%
                    99.99% To Redundant
                    Edge
                    99.9% To Edge*
Class 3             100% Core             110ms             < 3%
                    99.99% To Redundant
                    Edge
                    99.9% To Edge*
Class 4             100% Core             120 ms            < 5%
                    99.99% To Redundant
                    Edge
                    99.9% To Edge*
--------------------------------------------------------------------------------



                                       29
<PAGE>

--------------------------------------------------------------------------------
Intra - Asia Pacific
--------------------------------------------------------------------------------
Class of            Average               Average          Average
Service             Availability          SAVVIS Core      SAVVIS Core
                    (Core/To Edge)        RTD              Packet Loss
--------------------------------------------------------------------------------
Class 1            100% Core             450ms             < 1%
                   99.99% To Redundant
                   Edge
                   99.9% To Edge*
Class 2            100% Core             500ms             < 2%
                   99.99% To Redundant
                   Edge
                   99.9% To Edge*
Class 3            100% Core             550ms             < 3%
                   99.99% To Redundant
                   Edge
                   99.9% To Edge*
Class 4            100% Core             600ms             < 5%
                   99.99% To Redundant
                   Edge
                   99.9% To Edge*
--------------------------------------------------------------------------------




                                       30
<PAGE>

--------------------------------------------------------------------------------
Trans-Atlantic
--------------------------------------------------------------------------------
Class of            Average               Average          Average
Service             Availability          SAVVIS Core      SAVVIS Packet Loss
                    (Core/To Edge)        RTD
--------------------------------------------------------------------------------
Class 1            100% Core             110ms             < 1%
                   99.99% To Redundant
                   Edge
                   99.9% To Edge*
Class 2            100% Core             120ms             < 2%
                   99.99% To Redundant
                   Edge
                   99.9% To Edge*
Class 3            100% Core             130ms             < 3%
                   99.99% To Redundant
                   Edge
                   99.9% To Edge*
Class 4            100% Core             150ms             < 5%
                   99.99% To Redundant
                   Edge
                   99.9% To Edge*
--------------------------------------------------------------------------------



                                       31
<PAGE>

--------------------------------------------------------------------------------
Trans-Pacific
--------------------------------------------------------------------------------
Class of            Average               Average          Average
Service             Availability          SAVVIS Core      SAVVIS Core
                    (Core/To Edge)        RTD              Packet Loss
---------------------------------------- ---------------------------------------
Class 1            100% Core             450ms             < 1%
                   99.99% To Redundant
                   Edge
                   99.9% To Edge*
Class 2            100% Core             500ms             < 2%
                   99.99% To Redundant
                   Edge
                   99.9% To Edge*
Class 3            100% Core             550ms             < 3%
                   99.99% To Redundant
                   Edge
                   99.9% To Edge*
Class 4            100% Core             600ms             < 5%
                   99.99% To Redundant
                   Edge
                   99.9% To Edge*
---------------------------------------- ---------------------------------------


1.       DEFINITIONS

AVAILABILITY: Availability is defined a any network event resulting in downtime
during which a customer cannot pass traffic for a period in excess of five (5)
minutes will be deemed unavailability of the customer connection (an "Outage")
provided that such Outage is on the SAVVIS network.

Monthly Average Availability is calculated via the following formula:

<TABLE>
<S>                               <C>
Average Monthly Availability(%) = (Total hours in month-total unavailable hours in month) *100
                                   -----------------------------------------------------
                                                       Total hours in a month
</TABLE>

OUTAGE: An Outage shall be deemed to commence upon the opening of a trouble
ticket with the SAVVIS Network Control Center and shall be deemed to terminate
upon the restoration of



                                       32
<PAGE>

service. An Outage shall not be deemed to occur upon the occurrence of routine
maintenance for which the customer has been notified or upon the occurrence of
an act outside of the control of SAVVIS such as loss of power at the customer
premises or an act of nature.

CORE NETWORK: Core network is defined as the SAVVIS Network between SAVVIS
Points of Presence (POPs), meaning all network elements from the ingress
customer network port on the network node to the egress customer network port on
the network node. Local access and customer premise equipment are specifically
excluded.

EDGE: Edge is defined as inclusive of customer network port, local access, and
customer premise equipment, measured end to end.

ON-NET: On-Net is defined as any services which are exclusively delivered across
the SAVVIS Core Network and are fully managed and supported by SAVVIS.

OFF-NET: Off-Net is defined as any service that is not exclusively delivered
across the SAVVIS Core Network and are fully managed and supported by SAVVIS.

PACKET LOSS:

<TABLE>
<S>                          <C>
Average Packet Loss
per region(%)           =    Sum of  Packets Lost per region in a month  *100
                             ------------------------------------------
                             Total packets sent per region in a month
</TABLE>

Average Packet Loss for each region is defined as the number of packets
delivered when sent between 2 points of presence (POPs) on a 256 kbps port
within a region of the following average distance:

         North America:        1500 miles

         Europe:               800 miles

         Asia:                 3300 miles

         Trans Atlantic:       3500 miles

         Trans Pacific:        5500 miles

REDUNDANT EDGE: Redundant Edge is defined as a customer implementation where
more than one local access, SAVVIS-managed customer premise equipment, and
customer network port has been put in place with diverse routing for resiliency
purposes, measured end to end.

REGION: Is defined as below:

North America: Is defined as Canada and the USA.

Europe: Is defined as UK, Netherlands, Germany, Italy, France, Belgium,
Switzerland and Sweden.



                                       33
<PAGE>

Asia: Is defined as Japan, Hong Kong, Singapore, and Australia.

Trans-Atlantic: Is defined as New York to London.

Trans-Pacific: Is defined as Los Angeles to Tokyo.

ROUND TRIP DELAY (RTD):

<TABLE>
<S>                      <C>
Average Round Trip Delay
per region       =       Sum of month's  RTD readings for region in milliseconds
                         -------------------------------------------------------
                               Total readings counted in a month per region
</TABLE>

Average Round Trip Delay for each Region is defined as the delay required for a
packet on a 256 kbps port to travel round trip an average distance of:

         North America:             1500 miles

         Europe:                    800 miles

         Asia:                      3300 miles

         Trans Atlantic:            3500 miles

         Trans Pacific:             5500 miles


2.       CREDITS

AVAILABILITY:

Penalties will be paid for availability as listed below if the elapsed time from
Ticket Open exceed the following:

Up to 2 hours:    [**] of monthly billed site revenue per affected site,
                  excluding local access.

2 to 4 hours:     [**] of monthly billed site revenue per affected site,
                  excluding local access.

Over 4 hours:     [**] of monthly billed site revenue per affected site,
                  excluding local access.

ROUND TRIP DELAY:

If RTD exceeds targets listed in Section 1, SAVVIS will credit [**] of monthly
billed site revenue per site on any sites connected to the affected POP,
excluding local access.

PACKET LOSS:

If Packet Loss exceeds targets listed in Section 1, SAVVIS will credit [**]of
monthly billed site revenue per site on any sites connected to the affected POP,
excluding local access.

[**] CONFIDENTIAL TREATMENT REQUESTED



                                       34
<PAGE>

                  2. INTERNET ACCESS SERVICE LEVEL AGREEMENT:

         The service level agreement for Internet access is the same as that for
Class 4 of the service level agreements for Client Intelligent IP Network, Data
Feed Collector collection network and Office Automation Network listed above.

                 3. MULTICAST DELIVERY SERVICE LEVEL AGREEMENT:

--------------------------------------------------------------------------------
Multicast Delivery
--------------------------------------------------------------------------------
Delivery            Average             Average SAVVIS     Average SAVVIS Core
Location            Availability        Core RTD           Packet Loss
--------------------------------------------------------------------------------
North America       100% Core           70ms               < .1%
Trans-Atlantic      100% Core           110ms              < .25%
Trans-Pacific       100% Core           450ms              < .5%
--------------------------------------------------------------------------------


1.       DEFINITIONS

AVAILABILITY: Availability is defined a any network event resulting in downtime
during which a customer cannot pass traffic for a period in excess of five (5)
minutes will be deemed unavailability of the customer connection (an "Outage")
provided that such Outage is on the SAVVIS network.

Monthly Average Availability is calculated via the following formula:

<TABLE>
<S>                                <C>
Average Monthly Availability(%) = (Total hours in month-total unavailable hours in month) *100
                                   -----------------------------------------------------
                                                  Total hours in a month
</TABLE>

OUTAGE: An Outage shall be deemed to commence upon the opening of a trouble
ticket with the SAVVIS Network Control Center and shall be deemed to terminate
upon the restoration of service. An Outage shall not be deemed to occur upon the
occurrence of routine maintenance for which the customer has been notified or
upon the occurrence of an act outside of the control of SAVVIS such as loss of
power at the customer premises or an act of nature.

CORE NETWORK: Core network is defined as the SAVVIS Network between SAVVIS
Points of Presence (POPs), meaning all network elements from the ingress
customer network port on the network node to the egress customer network port on
the network node. Local access and customer premise equipment are specifically
excluded.

ON-NET: On-Net is defined as any services which are exclusively delivered across
the SAVVIS Core Network and are fully managed and supported by SAVVIS.

PACKET LOSS:



                                       35
<PAGE>

<TABLE>
<S>                            <C>
Average Packet Loss within  =  Sum of Packets Lost per region in a month *100
North America (%)              -----------------------------------------
                               Total packets sent per region in a month
</TABLE>

Average Packet Loss is defined as the number of packets delivered when sent
between 2 points of presence (POPs) on a 256 kbps port within North America with
an average distance of 1500 miles.

REGION: Is defined as below:

North America: Is defined as Canada and the USA.

Trans-Atlantic: Is defined as New York to London.

Trans-Pacific: Is defined as Los Angeles to Tokyo.

Round Trip Delay (RTD):

<TABLE>
<S>                          <C>
Average Round Trip Delay  =  Sum of month's RTD readings for region in milliseconds
                             ------------------------------------------------------
                                 Total readings counted in a month per region
</TABLE>

Average Round Trip Delay is defined as the delay required for a packet on a 256
kbps port to travel round trip an average distance of 1500 miles.

2.       CREDITS

SAVVIS will provide the following credits to Reuters:

Availability:

Penalties will be paid for availability as listed below if the elapsed time from
Ticket Open exceed the following:

Up to 2 hours:    [**] of monthly billed site revenue per affected site,
                  excluding local access.

2 to 4 hours:     [**] of monthly billed site revenue per affected site,
                  excluding local access.

Over 4 hours:     [**] of monthly billed site revenue per affected site,
                  excluding local access.

ROUND TRIP DELAY:

If RTD exceeds targets listed in Section 1, SAVVIS will credit [**] of monthly
billed site revenue per site on any sites connected to the affected POP,
excluding local access.

PACKET LOSS:

If Packet Loss exceeds targets listed in Section 1, SAVVIS will credit [**] of
monthly billed site revenue per site on any sites connected to the affected POP,
excluding local access.

[**] CONFIDENTIAL TREATMENT REQUESTED



                                       36
<PAGE>

           4. HAZELWOOD DATA CENTER FACILITY SERVICE LEVEL AGREEMENT:

1.       DEFINITIONS

         A.       "Facility Downtime" is any service interruption, only if such
                  interruption is due to either a facility power failure of an
                  environmental control failure.

         B.       A "Facility" means the building in which the racks are
                  located.

2.       MAINTENANCE

SAVVIS will perform maintenance in accordance with the standard practices.
SAVVIS reserves the right to perform emergency maintenance as needed. SAVVIS
will make commercially reasonable efforts to inform Customer prior to performing
scheduled or emergency maintenance. If such advance notice is not possible,
SAVVIS shall notify Customer about such emergency maintenance as soon as is
practicable.

3.       SERVICE LEVEL AGREEMENT FOR FACILITY UPTIME

         A.       SAVVIS guarantees an overall availability of 100% for the
                  Facility.

         B.       If Customer requests a credit for Facility Downtime, and such
                  request is validated by SAVVIS, SAVVIS shall credit the
                  Customer in accordance with the provisions hereunder:
                  If in one calendar month the Facility Downtime exceeds 1
                  minute, the Customer will be entitled to a credit towards the
                  invoice which Customer receives two months following the month
                  in which the Facility Downtime was reported. For the purpose
                  of determining the amount of any credit, Facility Downtime
                  will be deemed to commence when SAVVIS opens a "trouble
                  ticket" to track such Facility Downtime and will be deemed to
                  end when SAVVIS has restored availability and closed the
                  applicable "trouble ticket." The Customer will not be entitled
                  to receive a credit if (i) Customer has violated the SAVVIS
                  Acceptable Use Policy (AUP), or (ii) Customer is greater than
                  45 days late in its invoice payment.

         C.       The amount of the credit will be determined as follows:

                  1)       If there is Facility Downtime for more than 1 minute
                           but less than 44 minutes in any calendar month,
                           Customer shall be entitled to a credit of [**] of
                           that month's invoice for the portion of the invoice
                           that corresponds to the Facility in which the
                           Facility Downtime occurred.

                  2)       If there is Facility Downtime for more than 44
                           minutes but less than 3.6 hours in any calendar
                           month, Customer shall be entitled to a credit of [**]
                           of that month's invoice for the portion of the
                           invoice that corresponds to the Facility in which the
                           Facility Downtime occurred.

                  3)       If there is Facility Downtime for more than 3.6
                           hours, but less than 7.2 hours in any calendar month,
                           Customer shall be entitled to a credit of [**] of
                           that month's



                                       37
<PAGE>

                           invoice for the portion of the invoice that
                           corresponds to the Facility in which the Facility
                           Downtime occurred.

                  4)       If there is Facility Downtime for more than 7.2 hours
                           in any calendar month, Customer shall be entitled to
                           a credit of [**] of that month's invoice for the
                           portion of the invoice that corresponds to the
                           Facility in which the Facility Downtime occurred.

4.       APPLYING FOR CREDIT

In order to receive any credit, Customer must notify SAVVIS, in writing, within
thirty (30) days from the time Customer becomes eligible to receive such credit
(i.e. the Trouble Ticket is closed). Customer's failure to notify SAVVIS within
that period shall result in the waiver of Customer's right to receive any such
credit.

[**] CONFIDENTIAL TREATMENT REQUESTED




                                       38
<PAGE>

                                    EXHIBIT D

                              Attached hereto are:

1.       the current business plan of SAVVIS, and

2.       cash flow forecasts of SAVVIS for 2001 through 2010.






                                       39
</TEXT>
</DOCUMENT>
