Exhibit 10-t

                     DEMAND PROMISSORY NOTE

Date:  February 1, 2001          Principal Amount: $94,000,000.00


      DTI Holdings, Inc., a Missouri corporation (herein referred
to  as  "Borrower"), promises to pay to the order of KLT  Telecom
Inc., a Missouri corporation (herein referred to as "Lender"), at
its  offices located at 10740 Nall, Suite 230, Overland Park,  KS
66211  or  at  such  other  place as Lender  may  designate,  the
principal  sum  of  Ninety Four Million Dollars  ($94,000,000.00)
together with interest on the outstanding principal balance at  a
rate  of  10% per annum.  The entire unpaid principal balance  of
this  Note  shall be immediately due and payable UPON  DEMAND  by
Lender,   and   Borrower  acknowledges  that  any  condition   or
requirement set forth in any other agreement between Borrower and
Lender  is  not  the  only basis upon which demand  can  be  made
hereunder.  Interest on the unpaid principal of this Note will be
due  and payable when demand is made for payment of the principal
of this Note.

      Borrower may prepay this Note, in whole or in part, at  any
time  and  from  time to time, without premium  or  penalty.  Any
prepayments made by Borrower shall be applied as follows:  first,
to  accrued  and  unpaid interest; second, to any  other  amounts
payable hereunder at the time a payment is made; and finally,  to
the  unpaid  balance  remaining on the Note.  Interest  shall  be
computed on the basis of a 360-day year consisting of twelve (12)
months with thirty (30) days each.

      Except  as  otherwise provided in this  Note,  all  notices
required  or  permitted hereunder (including a notice  by  Lender
demanding  payment  hereunder) shall be in  writing.   A  written
notice  shall  be  deemed  to have been given  hereunder  (i)  if
delivered by hand, when the notifying party delivers such  notice
or  other communication to the other party; (ii) if delivered  by
facsimile  or  overnight delivery service, on the first  business
day  following  the  date such notice or other  communication  is
transmitted  by  facsimile  or  timely  delivered  by   overnight
courier, or (iii) if delivered by mail, on the third business day
following  the  date  such  notice  or  other  communication   is
deposited  in  the  U.S.  mail by certified  or  registered  mail
properly  addressed  to  the  other  party.   Notices  mailed  or
transmitted  via  facsimile shall be directed as  follows  unless
written  notice  of a change of address or facsimile  number  has
been given in writing in accordance with this Section: (x) if  to
Lender,  at  10740  Nall,  Suite 230, Overland  Park,  KS  66211,
facsimile number (913) 967-4340, attn. President; and (y)  if  to
Borrower,  at  8112  Maryland Avenue, Suite 400,  St.  Louis,  MO
63105, facsimile number (314) 880-1999 attn. President
      In  no  event shall interest (including any charge  or  fee
held  to be interest by a court of competent jurisdiction) accrue
to  be  payable  hereon  in excess of the highest  contract  rate
allowable  by  law  at  the  time  such  indebtedness  shall   be
outstanding  and  unpaid,  and if, for any  reason,  interest  in
excess  of the highest legal rate shall be due or paid, any  such
excess  shall  constitute and be treated  as  a  payment  on  the
principal  hereof and shall operate to reduce such  principal  by
the amount of such

<PAGE>

excess,  or if in excess of the principal indebtedness,  such  ex
cess shall be waived or refunded to the Borrower.

      This Note shall be construed in accordance with the laws of
Missouri.   Any dispute or cause of action under this Note  shall
be  resolved  by a court of competent subject matter jurisdiction
only  in Jackson County, Missouri.  If any provisions hereof  are
judicially  determined to be invalid, then that  portion  thereof
which   is  declared  invalid  shall  not  affect  the  remaining
provisions hereof.

      Borrower hereby expressly acknowledges that Borrower  shall
have  no right to set-off against any amounts due to Lender under
this  Note  against any amounts which Lender may owe to Borrower.
The  obligations of Borrower under this Note are independent, and
Borrower agrees that any claim for sums due and owing to Borrower
from  Lender shall be the subject of a separate legal  action  by
Borrower against Lender.

      The obligations of the Borrower under this Note are secured
pursuant  to  that certain Pledge Agreement of even date  hereof.
Reference  is  hereby  made  to  such  Pledge  Agreement  for   a
description of the security interests granted under this Note,  a
description  of Defaults under the Pledge Agreement and  Lender's
remedies  upon a Default under the Pledge Agreement.  Capitalized
terms used herein and not otherwise defined herein are used  with
the meanings attributed to them in the Pledge Agreement.

     The Borrower shall reimburse the Lender for any costs,
internal charges and out-of-pocket expenses (including attorneys'
fees and time charges of attorneys for the Lender, which
attorneys may be employees of the Lender) paid or incurred by the
Lender in connection with the preparation, negotiation,
execution, delivery, review, amendment, modification, and
administration of the Loan Documents.  The Borrower also agrees
to reimburse the Lender for any costs, internal charges and
out-of-pocket expenses (including attorneys' fees and time
charges of attorneys for the Lender, which attorneys may be
employees of the Lender) paid or incurred by the Lender in
connection with the collection and enforcement of the Note.  The
Borrower further agrees to indemnify the Lender, its directors,
officers and employees against all losses, claims, damages,
penalties, judgments, liabilities and expenses (including,
without limitation, all expenses of litigation or preparation
therefor whether or not the Lender is a party thereto) which any
of them may pay or incur arising out of or relating to this Note,
the other Loan Documents, the transactions contemplated hereby or
the direct or indirect application or proposed application of the
proceeds of the Note except to the extent such obligations arise
from the gross negligence or willful misconduct of the Lender.

     THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF MISSOURI.

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<PAGE>

     THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR MISSOURI STATE COURT
SITTING IN KANSAS CITY, MISSOURI IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER
HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN
INCONVENIENT FORUM.  NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE
LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF
ANY OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY THE BORROWER
AGAINST THE LENDER OR ANY AFFILIATE OF THE LENDER INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT
ONLY IN A COURT IN KANSAS CITY, MISSOURI.

     THE BORROWER AND THE LENDER HEREBY WAIVE TRIAL BY JURY IN
ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

      In  this  Note, the singular shall include the plural;  the
masculine shall include the feminine and the neuter genders;  and
"borrower", "maker" or "undersigned" shall include the  Borrower.
All  persons liable, either now or hereafter, for the payment  of
this  Note  shall be jointly and severally liable, and waive  pre
sentment,  demand  (other  than demand for  payment  as  provided
above),  protest, and notice of non-payment and of  protest,  and
agrees  that any modifications of the terms of payment  or  exten
sion of time or payment shall in no way impair its joint and  sev
eral liability.

      THE  BORROWER  AND ANY ENDORSERS OR CO-MAKERS,  ALL  HEREBY
EXPRESSLY  WAIVE  THE  RIGHT TO A TRIAL BY  JURY  IN  ANY  CLAIM,
ACTION,  PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PERSON AGAINST
ANY  PERSON ON ANY MATTER ARISING OUT OF OR IN ANY WAY  CONNECTED
WITH  THIS  NOTE  OR  THE  RELATIONSHIP OF  THE  PARTIES  CREATED
THEREUNDER.

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<PAGE>

      IN  WITNESS WHEREOF, the duly authorized representatives of
Borrower  have  executed this Agreement on the date  first  above
written.

                               BORROWER:

                               DTI Holdings, Inc.
ATTEST:                        a Missouri corporation

By:  /s/Daniel A. Davis        By:  /s/Gary W. Douglass
Name: Daniel A. Davis          Name: Gary W. Douglass
Title: Vice President &        Title: Sr. Vice President &
       General  Counsel               Chief  Financial Officer

                                4

<PAGE>

                       DTI HOLDINGS, INC.
                        PLEDGE AGREEMENT



     THIS PLEDGE AGREEMENT (this "Pledge Agreement") is entered
into as of February 1, 2001 by and between DTI HOLDINGS, INC., a
Missouri corporation (the "Borrower"),  and KLT TELECOM INC., a
Missouri corporation (the "Lender").  The parties hereto agree as
follows:

     WHEREAS, the Borrower has executed and delivered to Lender a
certain Demand Promissory Note in the principal amount of Ninety
Four Million Dollars ($94,000,000.00) of even date herewith (the
"Note"); and

     WHEREAS, it is a condition precedent, among others, to any
borrowing under the Note that the Borrower execute and deliver
this Pledge Agreement to the Lender;

     WHEREAS, the Borrower expects to realize direct and indirect
benefits as a result of the borrowing under the Note and such
other financial accommodations as the Lender may provide from
time to time, and therefore desires to enter into this Pledge
Agreement to satisfy such condition precedent;

     NOW, THEREFORE, in consideration of the undertakings set
forth herein and other good and valuable consideration, the
receipt of which is hereby acknowledged, the Borrower and the
Lender hereby agree as follows:


                           ARTICLE I

                          DEFINITIONS

     1.1. DEFINITIONS OF CERTAIN TERMS USED HEREIN.  As used in
this Pledge Agreement, the following terms shall have the
following meanings:
     "Article" means a numbered article of this Pledge Agreement,
unless another document is specifically referenced.

     "Capital Stock" means, with respect to any Person, any and
all shares, interests, partnership interests, participations,
rights in or other equivalents (however designated and whether
voting or non-voting) of such Person's capital stock, and any
rights (other than debt securities convertible into capital
stock), warrants or options exchangeable for or convertible into
such capital stock, whether now outstanding or issued after the
date of this Pledge Agreement.

     "Collateral" means the Pledged Stock and the Stock Rights,
and the proceeds and products thereof, together with all books
and records, computer files, programs, printouts and other
computer materials and records related thereto provided, however,
that Collateral shall not

                                5
<PAGE>

include any dividends paid, in cash or otherwise, by an issuer of
Pledged Stock, or any other distributions by an issuer of Pledged
Stock on or in respect of its Capital Stock.

     "Default" means an event described in Section 5.1.

     "Lien" means any mortgage, charge, pledge, lien (statutory
or otherwise), privilege, security interest, hypothecation,
assignment for security, claim, or preference or priority or
other encumbrance upon or with respect to the Collateral.

     "Loan Documents" mean the Note, the Pledge Agreement and all
associated financing statements.

     "Person" means any individual, corporation, limited
liability company, partnership, joint venture, association, joint-
stock company, trust, business trust, unincorporated organization
or government or any agency or political subdivision thereof.

     "Pledged Stock" means the shares of Capital Stock listed on
Schedule A attached hereto and any other Capital Stock of
Restricted Subsidiaries owned or controlled directly by the
Borrower from time to time.

     "Restricted Subsidiary" has the meaning ascribed to that
term in that certain Indenture dated as of February 23, 1998,
between DTI Holdings, Inc., as Issuer and The Bank of New York,
Trustee, as amended and supplemented by that certain First
Supplement and Amendment to Trust Indenture dated as of January
31, 2001.

     "Section" means a numbered section of this Pledge Agreement,
unless another document is specifically referenced.

     "Secured Obligations" means all unpaid principal of and
accrued and unpaid interest on the Note, and all accrued and
unpaid fees and all expenses, reimbursements, indemnities and
other obligations of the Borrower to the Lender under the Note or
the Pledge Agreement.

     "Stock Rights" means any securities which the Borrower shall
receive or shall become entitled to receive for any reason
whatsoever in substitution for or in exchange for any shares of
the Pledged Stock and any securities in which the Borrower now
has or hereafter acquires any right, issued by an issuer of
Pledged Stock; provided, however, that Stock Rights shall not
include any dividends paid, in cash or otherwise, by an issuer of
Pledged Stock, or any other distributions by an issuer of Pledged
Stock on or in respect of its Capital Stock.

     The foregoing definitions shall be equally applicable to
both the singular and plural forms of the defined terms.

                                6

<PAGE>

                           ARTICLE II

                   GRANT OF SECURITY INTEREST

     The Borrower hereby pledges, assigns and grants to the
Lender, a security interest in all of the Borrower's right, title
and interest in and to the Collateral to secure the prompt and
complete payment and performance of the Secured Obligations.


                           ARTICLE III

                 REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants to the Lender that:

     3.1. TITLE, AUTHORIZATION, VALIDITY AND ENFORCEABILITY.
Schedule A hereto sets forth a complete and accurate list of the
Pledged Stock and other instruments delivered to the Lender.  The
Borrower is the direct and beneficial owner of each share of the
Pledged Stock and has full power and authority to grant to the
Lender the security interest in the Collateral pursuant hereto.
Each share of the Pledged Stock has been duly and validly issued,
is fully paid and non-assessable and is owned by the Borrower
free and clear of any Lien, other than the security interest
created by this Pledge Agreement.  The execution and delivery by
the Borrower of this Pledge Agreement has been duly authorized by
proper corporate proceedings, and this Pledge Agreement
constitutes a legal, valid and binding obligation of the Borrower
and creates a security interest which is enforceable against the
Borrower in all now owned and hereafter acquired Collateral
(except with respect to Pledged Stock, wherein the security
interest is created on delivery to the Lender).

     3.2. CONFLICTING LAWS AND CONTRACTS.  Neither the execution
and delivery by the Borrower of this Pledge Agreement, the
creation and perfection of the security interest in the
Collateral granted hereunder, nor compliance with the terms and
provisions hereof will violate any law, rule, regulation, order,
writ, judgment, injunction, decree or award binding on the
Borrower or the Borrower's articles or certificate of
incorporation or by-laws, the provisions of any indenture,
instrument or agreement to which the Borrower is a party or is
subject, or by which it, or its property, is bound, or conflict
with or constitute a default thereunder, or result in the
creation or imposition of any Lien pursuant to the terms of any
such indenture, instrument or agreement (other than the Lien of
the Lender).  No order, consent, approval, license,
authorization, or validation of, or filing (except the filing of
financing statements covering the Collateral), recording or
registration with, or exemption by, any governmental or public
body or authority, or any subdivision thereof, is required to
authorize, or is required in connection with the execution,
delivery and performance of, or the legality, validity, binding
effect or enforceability of, this Pledge Agreement.

                                7

<PAGE>

     3.3. NO DEFAULT.  No Default exists.

     3.4. NO FINANCING STATEMENTS.  No financing statement
describing all or any portion of the Collateral which has not
lapsed or been terminated naming the Borrower as debtor has been
filed in any jurisdiction except financing statements naming the
Lender as the secured party.

     3.5. FEDERAL EMPLOYER IDENTIFICATION NUMBER.  The Borrower's
Federal employer identification number is 43-1828147.

                           ARTICLE IV

                           COVENANTS

     From the date of this Pledge Agreement, and thereafter until
this Pledge Agreement is terminated:

     4.1. DELIVERY OF CERTAIN ITEMS.  The Borrower will  (i)
deliver to the Lender immediately upon execution of this Pledge
Agreement all certificates or other securities representing
Pledged Stock together with appropriate stock powers endorsed in
blank, marked with such legends and assigned as the Lender shall
specify, and (ii) hold in trust for the Lender upon receipt and
immediately thereafter deliver to the Lender any stock
certificate, instrument or other document evidencing or
constituting Collateral (except, prior to the occurrence of a
Default, ordinary cash dividends paid with respect to the Pledged
Stock and the Stock Rights).

     4.2.  RECORDS AND REPORTS.  The Borrower will maintain
complete and accurate books and records with respect to the
Collateral, and furnish to the Lender such reports relating to
the Collateral as the Lender shall from time to time request.

     4.3.  FINANCING STATEMENTS AND OTHER ACTIONS; DEFENSE OF
TITLE.  The Borrower will execute and deliver to the Lender all
financing statements and other documents and take such other
actions as may from time to time be requested by the Lender in
order to maintain a first perfected security interest in the
Collateral.  The Borrower will take any and all actions necessary
to defend title to the Collateral against all persons and to
defend the security interest of the Lender in the Collateral and
the priority thereof against any Lien not expressly permitted
hereunder.

     4.4.  LIENS.  The Borrower will not create, incur, or suffer
to exist any Lien on the Collateral except the security interest
created by this Pledge Agreement.

     4.5. STOCK.

          4.5.1.  CHANGES IN CAPITAL STRUCTURE OF ISSUERS. The
     Borrower will not (i) permit or suffer any issuer of Pledged
     Stock to dissolve, liquidate, retire any of its capital
     stock, reduce its capital or merge or consolidate with any
     other entity or (ii) vote any of the

                                8

<PAGE>

     Pledged Stock in favor of any of the foregoing, in either
     case, except as permitted under the Loan Documents.

          4.5.2.  EXERCISE OF RIGHTS IN PLEDGED STOCK.  The
     Borrower will permit the Lender or its nominee at any time
     after the occurrence of a Default, without notice, to
     exercise all voting and corporate rights relating to the
     Collateral, including, without limitation, exchange,
     subscription or any other rights, privileges, or options
     pertaining to any shares of the stock pledged as Collateral
     and the Stock Rights as if it were the absolute owner
     thereof.

     4.6.  DISPOSITION.  The Borrower will not sell or otherwise
dispose of all or any part of the Collateral.


                           ARTICLE V

                            DEFAULT

      5.1.  The occurrence of any one or more of the following
events shall constitute a Default:

          5.1.1.  Any representation or warranty made by or on
     behalf of the Borrower under or in connection with this
     Pledge Agreement shall be materially false as of the date on
     which made.

          5.1.2.  The breach by the Borrower of any of the terms
     or provisions of Article IV or Section 8.7.

          5.1.3.  The breach by the Borrower (other than a breach
     which constitutes a Default under Section 5.1.1 or 5.1.2) of
     any of the terms or provisions of this Pledge Agreement
     which is not remedied within five days after the giving of
     written notice to the Borrower by the Agent.

          5.1.4.  Any Secured Obligation shall not be paid when
     due, whether upon demand or otherwise.

      5.2. REMEDIES.  Upon Default, the Lender may exercise any
or all of the following rights and remedies:

          5.2.1.  Those rights and remedies provided in this
     Pledge Agreement or the Note, provided that this clause
     5.2.1 shall not be understood to limit any rights or
     remedies available to the Lender prior to a Default.

                                9

<PAGE>

          5.2.2.  Those rights and remedies available to a
     secured party under the Missouri Uniform Commercial Code
     (whether or not the Missouri Uniform Commercial Code applies
     to the affected Collateral) or under any other applicable
     law when a debtor is in default under a security agreement
     and any other applicable law.

          5.2.3.  Without notice except as specifically provided
     in Section 8.3 or elsewhere herein, sell, lease, assign,
     grant an option or options to purchase or otherwise dispose
     of the Collateral or any part thereof in one or more parcels
     at public or private sale, for cash, on credit or for future
     delivery, and upon such other terms as the Lender may deem
     commercially reasonable.


                           ARTICLE VI

                WAIVERS, AMENDMENTS AND REMEDIES

     No delay or omission of the Lender to exercise any right or
remedy granted under this Pledge Agreement shall impair such
right or remedy or be construed to be a waiver of any Default or
an acquiescence therein, and any single or partial exercise of
any such right or remedy shall not preclude any other or further
exercise thereof or the exercise of any other right or remedy.
No waiver, amendment or other variation of the terms, conditions
or provisions of this Pledge Agreement whatsoever shall be valid
unless in writing signed by the Lender and then only to the
extent in such writing specifically set forth.  All rights and
remedies contained in this Pledge Agreement or by law afforded
shall be cumulative and all shall be available to the Lender
until the Secured Obligations have been paid in full.


                          ARTICLE VII

                            PROCEEDS

     7.1. APPLICATION OF PROCEEDS.  The proceeds of any sale of
or other realization upon the Collateral shall be applied by the
Lender to payment of the Secured Obligations in the following
order unless a court of competent jurisdiction shall otherwise
direct:

          (a)  FIRST, to payment of all costs and expenses of the
     Lender incurred in connection with the collection and
     enforcement of the Secured Obligations or of the security
     interest granted to the Lender pursuant to this Pledge
     Agreement;

          (b)  SECOND, to payment of that portion of the Secured
     Obligations constituting accrued and unpaid interest and
     fees:

          (c)  THIRD, to payment of the principal of the Secured
     Obligations;

                               10

<PAGE>

          (d)  FOURTH, to payment of any Secured Obligations
     (other than those listed above); and

          (e)  FIFTH, the balance, if any, after all of the
     Secured Obligations have been satisfied, shall be paid over
     to the Borrower.


                          ARTICLE VIII

                       GENERAL PROVISIONS

     8.1. REGISTRATION OF PLEDGED STOCK.  At the option of the
Lender, any registerable Collateral may at any time be registered
in the name of the Lender or its nominee.

     8.2. EXERCISE OF RIGHTS IN PLEDGED STOCK.  After the
occurrence and during the continuance of a Default, the Lender or
its nominee may at any time and from time to time, without
notice, exercise all voting and corporate rights relating to the
Collateral, including, without limitation, exchange, subscription
or any other rights, privileges, or options pertaining to any
shares of the Pledged Stock and the Stock Rights as if it were
the absolute owner thereof.

      8.3.     NOTICE OF DISPOSITION OF COLLATERAL.  The Borrower
hereby waives notice of the time and place of any public sale or
the time after which any private sale or other disposition of all
or any part of the Collateral may be made.  To the extent such
notice may not be waived under applicable law, any notice made
shall be deemed reasonable if sent to the Borrower, addressed as
set forth in Article IX, at least ten days prior to (i) the date
of any such public sale or (ii) the time after which any such
private sale or other disposition may be made.

      8.4.     SECURED PARTY PERFORMANCE OF DEBTOR OBLIGATIONS.
Without having any obligation to do so, the Lender may perform or
pay any obligation which the Borrower has agreed to perform or
pay in this Pledge Agreement and the Borrower shall reimburse the
Lender for any amounts paid by the Lender pursuant to this
Section 8.4.  The Borrower's obligation to reimburse the Lender
pursuant to the preceding sentence shall be a Secured Obligation
payable on demand.

      8.5.     AUTHORIZATION FOR SECURED PARTY TO TAKE CERTAIN
ACTION.  The Borrower irrevocably authorizes the Lender at any
time and from time to time in the sole discretion of the Lender
and appoints the Lender as its attorney in fact (i) to execute on
behalf of the Borrower as debtor and to file financing statements
necessary or desirable in the Lender's sole discretion to perfect
and to maintain the perfection and priority of the Lender's
security interest in the Collateral, (ii) to indorse and collect
any cash proceeds arising from the sale of or other realization
upon the Collateral, (iii) to file a carbon, photographic or
other reproduction of this Pledge Agreement or any financing
statement with respect to the Collateral as a financing statement
in such offices as the Lender in its sole discretion deems
necessary or desirable to perfect and to maintain the perfection
and priority of the Lender's security interest in the Collateral,
(iv) to apply the proceeds arising from the sale of or other
realization upon any

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<PAGE>

Collateral received by the Lender to the Secured Obligations as
provided in Article VII and (v) to discharge past due taxes,
assessments, charges, fees or Liens on the Collateral (except for
such Liens as are specifically permitted hereunder), and the
Borrower agrees to reimburse the Lender on demand for any payment
made or any expense incurred by the Lender in connection
therewith, PROVIDED that this authorization shall not relieve the
Borrower of any of its obligations under this Pledge Agreement.

      8.6.     SPECIFIC PERFORMANCE OF CERTAIN COVENANTS.  The
Borrower acknowledges and agrees that a breach of any of the
covenants contained in Sections 4.2, 4.4, 4.5, 4.6, 7 and 8.7
will cause irreparable injury to the Lender, that the Lender has
no adequate remedy at law in respect of such breaches and
therefore agrees, without limiting the right of the Lender to
seek and obtain specific performance of other obligations of the
Borrower contained in this Pledge Agreement, that the covenants
of the Borrower contained in the Sections referred to in this
Section 8.6 shall be specifically enforceable against the
Borrower.

      8.7.     DISPOSITIONS NOT AUTHORIZED.  The Borrower is not
authorized to sell or otherwise dispose of the Collateral, and
notwithstanding any course of dealing between the Borrower and
the Lender or other conduct of the Lender, no authorization to
sell or otherwise dispose of the Collateral shall be binding upon
the Lender unless such authorization is in writing signed by the
Lender.

     8.8. BENEFIT OF AGREEMENT.  The terms and provisions of this
Pledge Agreement shall be binding upon and inure to the benefit
of the Borrower and the Lender and their respective successors
and assigns, except that the Borrower shall not have the right to
assign its rights or delegate its obligations under this Pledge
Agreement or any interest herein, without the prior written
consent of the Agent.

     8.9. SURVIVAL OF REPRESENTATIONS.  All representations and
warranties of the Borrower contained in this Pledge Agreement
shall survive the execution and delivery of this Pledge
Agreement.

     8.10.     TAXES AND EXPENSES.  Any taxes (including income
taxes) payable or ruled payable by Federal or State authority in
respect of this Pledge Agreement shall be paid by the Borrower,
together with interest and penalties, if any.  The Borrower shall
reimburse the Lender for any and all out-of-pocket expenses and
internal charges (including reasonable attorneys', auditors' and
accountants' fees and reasonable time charges of attorneys,
paralegals, auditors and accountants who may be employees of the
Lender) paid or incurred by the Lender in connection with the
preparation, execution, delivery, administration, collection and
enforcement of this Pledge Agreement and in the audit, analysis,
administration, collection, preservation or sale of the
Collateral (including the expenses and charges associated with
any periodic or special audit of the Collateral).  Any and all
costs and expenses incurred by the Borrower in the performance of
actions required pursuant to the terms hereof shall be borne
solely by the Borrower.

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<PAGE>

     8.11.     HEADINGS.  The title of and section headings in
this Pledge Agreement are for convenience of reference only, and
shall not govern the interpretation of any of the terms and
provisions of this Pledge Agreement.

     8.12.     TERMINATION.  This Pledge Agreement shall continue
in effect (notwithstanding the fact that from time to time there
may be no Secured Obligations outstanding) until all of the
Secured Obligations have been indefeasibly paid and performed in
full.

     8.13.     ENTIRE AGREEMENT.  This Pledge Agreement embodies
the entire agreement and understanding between the Borrower and
the Lender relating to the Collateral and supersedes all prior
agreements and understandings between the Borrower and the Lender
relating to the Collateral.

     8.14.     CHOICE OF LAW.  THIS PLEDGE AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS
(AND NOT THE LAW OF CONFLICTS) OF THE STATE OF MISSOURI.

     8.15 JURISDICTION.  THE BORROWER HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR
MISSOURI STATE COURT SITTING IN KANSAS CITY, MISSOURI IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN
DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL
CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT
IS AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL LIMIT THE RIGHT
OF THE LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE
COURTS OF ANY OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY THE
BORROWER AGAINST THE LENDER OR ANY AFFILIATE OF THE LENDER
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING
OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE
BROUGHT ONLY IN A COURT IN KANSAS CITY, MISSOURI.

     8.16 WAIVER OF JURY TRIAL.  THE BORROWER AND THE LENDER
HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR
CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED
THEREUNDER.

     8.17.     INDEMNITY.  The Borrower hereby agrees to
indemnify the Lender, and its successors, assigns, agents and
employees, from and against any and all liabilities, damages,
penalties, suits, costs, and expenses of any kind and nature
(including, without limitation, all

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<PAGE>

expenses of litigation or preparation therefor whether or not the
Lender is a party thereto) imposed on, incurred by or asserted
against the Lender, or its successors, assigns, agents and
employees, in any way relating to or arising out of this Pledge
Agreement, or the manufacture, purchase, acceptance, rejection,
ownership, delivery, lease, possession, use, operation,
condition, sale, return or other disposition of any Collateral
(including, without limitation, latent and other defects, whether
or not discoverable by the Lender or the Borrower, and any claim
for patent, trademark or copyright infringement), except to the
extent the accrual of such damages, liabilities, penalties,
suits, costs and expenses is attributable to the gross negligence
or willful misconduct of the Lender or its successors, assigns,
agents and employees.

                           ARTICLE IX

                            NOTICES

     9.1. GIVING NOTICE.  All notices and other communications
provided to any party hereto under this Pledge Agreement shall be
sent (and deemed received in the manner set forth in Article XIII
of the Loan Agreement.

     9.2. CHANGE OF ADDRESS.  The Borrower and the Lender may
each change the address for service of notice upon it by a notice
in writing to the other party hereto.

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<PAGE>

     IN WITNESS WHEREOF, the Borrower and the Lender have
executed this Pledge Agreement as of the date first above
written.


                         DTI HOLDINGS, INC.

                         By:   /s/Gary W. Douglass
                         Name:    Gary W. Douglass
                         Title:   Senior Vice President & Chief
                                  Financial Officer


                         KLT TELECOM INC.

                         By:  /s/Mark R. Schroeder
                         Mark R. Schroeder, Vice President

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