SAVVIS COMMUNICATIONS CORP
EXHIBIT 10.3
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<TYPE>EX-10.3
<SEQUENCE>9
<FILENAME>ex10-3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>


                                                                    EXHIBIT 10.3


                                JOINDER AGREEMENT

         This JOINDER AGREEMENT, dated as of June 28, 2002, between SAVVIS
Communications Corporation, a Delaware corporation (the "COMPANY") and
Constellation Venture Capital II, L.P., a Delaware limited partnership,
Constellation Venture Capital Offshore II, L.P., a Cayman Islands Limited, The
BSC Employee Fund IV, L.P., a Delaware limited parntership, and CVC Partners,
L.L.C., a Delaware limited liability company (each a "JOINING PARTY" and,
collectively, the "JOINING PARTIES").

                  WHEREAS, the Company and certain other entities are parties to
an Investor Rights Agreement dated as of March 6, 2002 (the "INVESTOR RIGHTS
AGREEMENT");

                  WHEREAS, Section 10 of the Investor Rights Agreement provides
that upon the express written consent of WCAS and the Company, any other holder
of Preferred Stock may become a party to the Investor Rights Agreement and
become an "OTHER INVESTOR" thereunder to the extent such other holder agrees in
writing to become a party to the Investor Rights Agreement and to assume the
rights and obligations of an Other Investor thereunder; and

                  WHEREAS, each of the Joining Parties wishes to join and become
a party to the Investor Rights Agreement, and the Company and WCAS have
consented to the Joining Parties becoming a party thereto;

                  NOW, THEREFORE, in consideration of the foregoing, the parties
hereto hereby agree as follows:

                  1.       Definitions.
                           -----------

                  Capitalized terms used and not otherwise defined in this
Agreement have the meanings attributed to such terms in the Investor Rights
Agreement.

                  2.       Joinder; Purchase of Other Preferred Stock.
                           ------------------------------------------

                  Each of the Joining Parties hereby becomes a party to and
assumes the rights and obligations of an Other Investor under the Investor
Rights Agreement. The Company and the Joining Parties each acknowledge that the
term "Other Investor," as defined in the Investor Rights Agreement, includes the
Joining Parties and that the rights and obligations of the Joining Parties as an
Other Investor are set forth in the Investor Rights Agreement.

                  3.       Acknowledgment.
                           --------------

                  Each of the Joining Parties acknowledges that it has received
a copy of the Investor Rights Agreement.

                  4.       Notice.
                           ------
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                  For purposes of Section 12(g) of the Investor Rights
Agreement, the Joining Parties' addresses and facsimile numbers are:

                           Address: Constellation Venture Capital II, L.P.
                                    383 Madison Avenue
                                    28th Floor
                                    New York, New York 10179
                                    Facsimile: (212) 272-9256
                                    Attention: Ronald Celmer

                  with a copy to:

                           Morgan, Lewis & Bockius LLP
                           101 Park Avenue
                           New, York, New York 10178
                           Fax: (212) 309-6273
                           Attention: Ira White, Esq.

                  5.       Governing Law.
                           -------------

                  This Agreement shall be governed in all respects by the laws
of the State of New York, without reference to the conflict of laws principles
thereof.

                  6.       Counterparts.
                           ------------

                  This Agreement may be executed in any number of counterparts,
can each such counterpart hereof shall be deemed to be an original instrument,
but all such counterparts together shall constitute but one agreement.


                                    * * * * *


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

                                 SAVVIS COMMUNICATIONS CORPORATION

                                 By: /s/ Lane H. Blumenfeld
                                     Name: Lane H. Blumenfeld
                                     Title: Vice President and
                                            Acting General Counsel


                                 CONSTELLATION VENTURE CAPITAL II, L.P.

                                 By: Constellation Ventures Management, L.L.C.,
                                     its General Partner

                                 By: The Bear Stearns Companies, Inc.,
                                     its Managing Member

                                     By: /s/ Clifford H. Friedman
                                         Name: Clifford H. Friedman
                                         Title: SMD


                                 CONSTELLATION VENTURE CAPITAL OFFSHORE II, L.P.

                                 By: Constellation Ventures Management, L.L.C.,
                                     its General Partner

                                 By: The Bear Stearns Companies, Inc.,
                                     its Managing Member

                                     By: /s/ Clifford H. Friedman
                                         Name: Clifford H. Friedman
                                         Title: SMD


                                       3
<PAGE>


                                 THE BSC EMPLOYEE FUND IV, L.P.

                                 By: Constellation Ventures Management, L.L.C.,
                                     its General Partner

                                 By: The BSCGP, Inc.,
                                     its Managing Member

                                     By: /s/ Clifford H. Friedman
                                         Name: Clifford H. Friedman
                                         Title: SMD


                                 CVC II PARTNERS, L.L.C.

                                 By: /s/ Clifford H. Friedman
                                     Name: Clifford H. Friedman
                                     Title: SMD


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