Exhibit 10.1.k


                           AMENDMENT 3
                               TO
                            KLT INC.
                   INCENTIVE COMPENSATION PLAN


      This Amendment 3 to KLT Inc. Incentive Compensation Plan is
made  and  adopted  by the Board of Directors of  KLT  Inc.  (the
"Corporation"),   acting   by  and  through   its   disinterested
directors,  as of December 26, 2001, but shall be effective  upon
the obtaining of written consent of the Participants holding,  in
aggregate,  a  majority of the percentage of the Pool  heretofore
allocated under the Plan.

       WHEREAS,   the  Board  of  Directors  of  the  Corporation
established  and  adopted a certain Incentive  Compensation  Plan
dated as of March 14, 2000, as amended by Amendment 1 dated as of
November  16,  2000, and by Amendment 2 dated as of  January  25,
2001 (as so amended, the "Plan");

      WHEREAS,  Amendment  2 to the Plan  was  intended  only  to
replace  paragraphs (i) and (ii) of Section  5.b.  with  two  new
paragraphs;

      WHEREAS,  the  Board  of Directors of the  Corporation  has
determined  that  in the event that DTI Holdings,  Inc.,  Digital
Teleport,   Inc.  and/or  Digital  Teleport  of  Virginia,   Inc.
(collectively,   the  "DTI  Entities")  file   a   petition   for
reorganization  under  the  federal Bankruptcy  Code,  that  such
bankruptcy  filing  would  be a Realization  Event  for  the  DTI
Entities as contemplated by, among other things, clause  (iv)  of
Section 3.e. of the Plan;

      WHEREAS, notwithstanding the foregoing, however, the  Board
of  Directors  of the Corporation has determined to  clarify  the
events that result in a Realization Event; and

     WHEREAS,  it  is  in  the interest of the  Corporation,  and
consistent  with  the  overall purpose  of  the  Plan  to  induce
participants  to  continue employment with  the  Corporation,  to
further amend the Plan, as set forth below.

     THEREFORE, the Plan is amended as follows:

      1.   The introductory clause to Section 1 of Amendment 2 to
the  Plan  hereby is amended and restated to read in its entirety
as follows:

     Paragraphs  (i) and (ii) of Section 5.b of the  Plan  hereby
     are  amended  and  restated to read  in  their  entirety  as
     follows:

     2.   Section 3.e. of the Plan hereby is amended and restated
to read in its entirety as follows:

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            e.    The  Amount  Realized  for  each  Affiliate  or
     Corporation  will  be determined upon the  occurrence  of  a
     Realization Event.  A Realization Event shall be  deemed  to
     occur upon the earliest to occur of the following events:

                (i)   an  initial public offering (an  "IPO")  of
          common stock of the Corporation or an Affiliate;
                (ii) the sale of twenty percent (20%) or more  of
          the   fully  diluted  capital  stock  or  other  equity
          securities in the Corporation or an Affiliate;
                 (iii)      a  merger  or  consolidation  of  the
          Corporation or an Affiliate in which the Corporation is
          not  the survivor or the controlling shareholder of the
          resulting entity;
                (iv) a sale, disposition or other transfer of all
          or  substantially all of the assets of the  Corporation
          or an Affiliate;
                 (v)    a  liquidation  or  dissolution  of   the
          Corporation or an Affiliate;
                (vi)  the  Corporation or an Affiliate shall  (a)
          have  an  order for relief entered with respect  to  it
          under  the  Federal bankruptcy laws as now or hereafter
          in  effect,  (b) make an assignment for the benefit  of
          creditors,  (c)  apply  for,  seek,  consent   to,   or
          acquiesce in, the appointment of a receiver, custodian,
          trustee,  examiner, liquidator or similar official  for
          it  or  any  substantial portion of its  property,  (d)
          institute  any proceeding seeking an order  for  relief
          under  the  Federal bankruptcy laws as now or hereafter
          in  effect  or seeking to adjudicate it a  bankrupt  or
          insolvent,   or   seeking  dissolution,   winding   up,
          liquidation, reorganization, arrangement, adjustment or
          composition  of it or its debts under any law  relating
          to  bankruptcy, insolvency or reorganization or  relief
          of  debtors, (e) take any corporate action to authorize
          or  effect  any of the foregoing actions set  forth  in
          this  clause (vi), or (f) fail to contest in good faith
          any appointment or proceeding described in clause (vii)
          of this Section 3.e.;
                (vii)      Without the application,  approval  or
          consent of the Corporation or an Affiliate, as the case
          may  be,  a receiver, trustee, examiner, liquidator  or
          similar official shall be appointed for the Corporation
          or  an  Affiliate, or any substantial  portion  of  its
          property,  or a proceeding described in clause  (vi)(d)
          of  this  Section 3.e. shall be instituted against  the
          Corporation  or  an  Affiliate,  and  such  appointment
          continues  undischarged  or such  proceeding  continues
          undismissed  or  unstayed for a period  of  sixty  (60)
          consecutive days;
                (viii)     a  portion  of  the  property  of  the
          Corporation  or  an  Affiliate becomes  impaired  under
          generally accepted accounting principles giving rise to
          a write-down of the book value of such property; and
                 (ix)   the  expiration  of  three  years   after
          implementation of the Plan, in the case  of  Affiliates
          initially included in Exhibit A, and three years  after
          the  Corporation's  initial capital  investment  in  an
          Affiliate which is subsequently included in Exhibit A.

      3.    Except  as  expressly amended above,  the  terms  and
conditions  of  the Plan remain in full force  and  effect.   All
capitalized  terms  not  defined herein shall  have  the  meaning
ascribed to them in the Plan.

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      4.    This  Amendment 3 shall be effective for all purposes
from  and after December 26, 2001, upon the obtaining of  written
consent of the Participants holding, in aggregate, a majority  of
the percentage of the Pool heretofore allocated under the Plan.

      IN  WITNESS  WHEREOF,  the Corporation  has  executed  this
Amendment 3 as of the date first above written.

                                        KLT INC.

                                        By:  /s/ Gregory J. Orman
                                             Gregory J. Orman
                                             President and CEO
Attest:

/s/ David J. Haydon
Corporate Secretary

Consented   and  agreed  to  by  the  Participants  holding,   in
aggregate,  a  majority  of the percentage of the Pool heretofore
allocated under the Plan.


/s/ Gregory J. Orman                    /s/ Mark R. Schroeder
Gregory J. Orman                        Mark R. Schroeder


/s/ John J. Grossi                     /s/ James A. Mitchell
John J. Grossi                         James A. Mitchell


/s/ Charles W. Schellhorn             /s/ Andrew V. Johnson
Charles W. Schellhorn                 Andrew V. Johnson

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