CONSULTING AGREEMENT

               THIS CONSULTING  AGREEMENT  ("Consulting  Agreement") is made and
entered into as of the 21st day of April, 1999, by and Digital Teleport, Inc., a
Missouri corporation (the "Company"), and H.P. Scott ("Consultant").

                                   WITNESSETH:

               WHEREAS,  the Company and Consultant had previously  entered into
that  certain  Consulting  Agreement  dated May 4, 1998,  which this  Consulting
Agreement  supersedes in its entirety without termination of the Consulting Term
therein for purposes of Section 6;

               WHEREAS,  the Company wishes to retain  Consultant and Consultant
wishes to be retained by Company on the terms set forth herein;

               NOW,   THEREFORE,   in   consideration  of  the  mutual  promises
hereinafter set forth, it is hereby agreed as follows:

                  1. Engagement. Consultant is hereby engaged as a consultant to
the Company. The term of Consultant's  services to the Company shall commence on
the date first set forth  above and shall end on the first  anniversary  of such
date, provided, however, that this Consulting Agreement may be terminated by the
Company or  Consultant  at any time upon thirty (30) days prior  written  notice
(the "Consulting Term").

                  2.  Consulting   Services.   Consultant   shall  perform  such
consulting  services as Company requests in the area of carrier's  carrier sales
and swaps by the  Company  and any other  services  as  Company  and  Consultant
mutually agree ("Consulting  Services").  During the Consulting Term, Consultant
shall devote such time, attention, skill, energy and efforts as may be necessary
for the  faithful  performance  of the  Consulting  Services.  The  Company  and
Consultant  currently expect that Consultant shall spend  approximately five (5)
calendar days each month performing the Consulting Services,  provided that this
expectation  imposes no independent  legal  obligation on Consultant or Company.
Consultant shall have the title "Senior Vice President".

                  3.       Compensation.

                  (a)  The  Company  shall  pay  Consultant  $5,000  per  month,
provided, however, that Consultant shall be paid $1,000 for each day or $500 for
each half-day spent  performing  Consulting  Services in excess of five (5) days
per month.  Such  amounts  shall be paid  within one (1) week of  submission  of
invoices.

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                  (b) The Company shall pay to Consultant a commission equal to:

                           (i) One  percent of any cash  payments  received  for
sales of unlit  fiber optic cable  strands or fiber optic cable  conduit  ("Dark
Fiber/Conduit") to telecommunications  companies,  which sales are substantially
negotiated  or closed  during  the  Consulting  Term,  and for which  Consultant
provided  substantive  Consulting Services with respect thereto. A sale shall be
deemed to have been substantially negotiated if all material business terms have
been agreed to definitively or in principle  during the Consulting Term, or such
sale  closes  within  one  month  following  the  Consulting  Term.  Substantive
Consulting  Services  shall  be  deemed  to have  been  rendered  if  Consultant
negotiates  directly in person or by phone with  representatives of the buyer of
such Dark  Fiber/Conduit.  Such  commission  shall be paid when cash is actually
received by the Company and shall be payable even if received following the term
hereof,  provided  that no amount  shall be  payable  with  respect  to any cash
received with respect to such sales  following  five years  following the end of
the Consulting Term.

                           (ii) $200 for each route  mile of Dark  Fiber/Conduit
(regardless of the number of
strands of fiber  optic  cable,  but with a contract  term of at least 20 years)
received  by the  Company  in a swap  for  Dark  Fiber/Conduit  or  owned by the
Company, which swap is substantially  negotiated or closed during the Consulting
Term, and for which Consultant  provided  substantive  Consulting  Services with
respect thereto. A swap shall be deemed to have been substantially negotiated if
all material  business  terms have been agreed to  definitively  or in principle
during the Consulting  Term, or such swap closes within one month  following the
Consulting  Term.  A swap  shall  be  deemed  to be  closed  when  a  definitive
indefeasible  right  to use  ("IRU")  such  Dark  Fiber/Conduit  in favor of the
Company is executed.  Substantive  Consulting  Services  shall be deemed to have
been  rendered  if  Consultant  negotiates  directly  in person or by phone with
representatives  of the other party to such swap. Such commission  shall be paid
within  one  month  following  the  later of (i) the time  the  Company  becomes
eligible to use the Dark Fiber/Conduit  being received or (ii) the time at which
there are no significant  conditions to the Company's continued use of such Dark
Fiber/Conduit,  including  without  limitation the completion of construction by
the Company of the Dark  Fiber/Conduit  being  swapped.  If a swap  involves the
payment  by the  Company  of cash,  then the  Consultant  shall  nonetheless  be
eligible  for the  commission  provided in this  Section  3(b)(ii) for the route
miles of Dark Fiber/Conduit  received by the Company, up to the number of routes
miles of Dark Fiber/Conduit given by the Company in such transaction.  If a swap
involves  the receipt by the Company of both cash and Dark  Fiber/Conduit,  then
the Consultant  would be entitled to the commissions  payable under both Section
3(b)(i) and Section 3(b)(ii).

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<PAGE>

                           (iii) One percent of any cash payments  received from
sales of lighted bandwidth  capacity at a rate of a DS-3 or above  ("Bandwidth")
to  telecommunications  companies,  which sales are substantially  negotiated or
closed during the Consulting Term, and for which Consultant provided substantive
Consulting  Services with respect  thereto.  A sale shall be deemed to have been
substantially  negotiated  if all  material  business  terms have been agreed to
definitively  or in principle  during the  Consulting  Term, or such sale closes
within one month following the Consulting Term.  Substantive Consulting Services
shall be deemed to have been  rendered  if  Consultant  negotiates  directly  in
person or by phone with  representatives  of the buyer of such  Bandwidth.  Such
commission  shall be paid when cash is  actually  received by the  Company,  and
shall be payable even if received  following  the term hereof,  provided that no
amount shall be payable with respect to any cash  received  with respect to such
sales following five years following the end of the Consulting Term.

                           (iv)  One  percent  of the  value  of  any  Bandwidth
received in exchange for  Bandwidth  with  telecommunications  companies,  which
exchange is  substantially  negotiated or closed during the Consulting Term, and
for which  Consultant  provided  substantive  Consulting  Services  with respect
thereto.  An exchange shall be deemed to have been  substantially  negotiated if
all material  business  terms have been agreed to  definitively  or in principle
during the Consulting  Term, or such exchange  closes within one month following
the Consulting  Term.  Substantive  Consulting  Services shall be deemed to have
been  rendered  if  Consultant  negotiates  directly  in person or by phone with
representatives  of the other party to such exchange.  Such commission  shall be
paid  quarterly as Bandwidth is available  for use by the Company,  and shall be
payable even following the term hereof, provided that no amount shall be payable
with respect to any Bandwidth  available for use by the Company  following  five
years  following the end of the  Consulting  Term.  If an exchange  involves the
payment  by the  Company  of cash,  then the  Consultant  shall  nonetheless  be
eligible for the commission  provided in this Section 3(b)(iv) for the Bandwidth
received by the Company, reduced by the amount of cash paid on a pro rata basis.
If an exchange  involves the receipt by the Company of both cash and  Bandwidth,
then the Consultant  would be potentially  eligible for the commissions  payable
under both Section 3(b)(iii) and Section 3(b)(iv).

                  (c) One  percent  of any  rebates  or  credits  to a  customer
arising from a sale for which  commissions  are payable under Section 3(b) shall
be deducted  from the  commissions  from such sale, or the  commissions  for any
other sale, payable under Section 3(b).

                  (d)  Consultant  shall be  reimbursed  by the  Company for his
reasonable  expenses  for  travel  from his  home in  Dallas,  Texas on  Company
business,  including without limitation travel to the Company's  headquarters in
St. Louis,  Missouri and his  reasonable  living  expenses while in St. Louis on

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<PAGE>

Company  business,  in  accordance  with  the  Company's  general  reimbursement
policies.

                     (e)  Any   Company   transaction   with   respect  to  Dark
Fiber/Conduit or Bandwidth, and the terms thereof, must be approved by the chief
executive  officer of the  Company,  in his sole and absolute  discretion.  This
Consulting Agreement, and the retention by Company of the Consultant, imposes no
obligation on the Company or Chief Executive Officer to approve any terms or any
sale.

                  (f) Consultant at his sole  discretion may elect to take up to
50% of any commissions payable under Section 3(b) in the form of common stock of
the Company, such stock to be valued at the fair market value thereof.  Prior to
the listing of such common stock on a stock exchange of Nasdaq National  Market,
the fair market value of the stock shall be determined by the Board of Directors
of the Company or the Compensation Committee, whose determination shall be final
and binding on the parties  hereto.  Following such listing of the common stock,
the fair  market  value  shall  be the  closing  price  on the date the  Company
receives  the cash payment  giving rise to the  obligation  to pay  Consultant a
commission hereunder (regardless of when Consultant makes an election to receive
such  commission in the form of common stock).  Consultant may make the election
provided  herein  with  respect to any amount to be paid to him as a  commission
upon  written  notice  received  by the Company  prior to the Company  paying to
Consultant  any  such  commission.   Such  election  shall  apply  only  to  the
commissions  specifically  identified in such notice, and shall not apply to any
other commissions.

                  4. Third-Party Confidentiality.  Consultant shall not disclose
to the  Company  or  induce  the  Company  to use  any  secret  or  confidential
information  belonging to persons not  affiliated  with the Company.  Consultant
acknowledges  that the Company has disclosed that the Company is now, and may be
in the future,  subject to duties to third  parties to maintain  information  in
confidence  and secrecy.  By executing  this  Consulting  Agreement,  Consultant
consents to be bound by any such duty owed by the Company to any third party.

                  5.       Inventions, Etc.; Confidentiality

                  (a) Any  and  all  ideas,  inventions,  discoveries,  patents,
patent applications, continuation-in-part patent applications, divisional patent
applications,  technology,  copyrights,  derivative works,  trademarks,  service
marks,  improvements,  trade  secrets  and the  like  ("Invention"),  which  are
developed,  conceived,  created, discovered,  learned, produced and/or otherwise
generated  by  Consultant,   whether  individually  or  otherwise,   during  the
Consulting  Term,  whether or not during working  hours,  that relate to (i) the
business  and/or  activities  of the  Company,  (ii) the  Company's  anticipated

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<PAGE>

research or  development,  or (iii) any work  performed  by  Consultant  for the
Company,  shall be the sole  and  exclusive  property  of the  Company,  and the
Company  shall own any and all  right,  title  and  interest  to such  property.
Consultant  assigns and agrees to assign to the Company any and all right, title
and interest in and to any such Inventions,  whenever  requested to do so by the
Company, at the Company's expense,  and Consultant agrees to execute any and all
applications, assignments or other instruments which the Company deems desirable
or necessary to protect such interests.

                  (b) Section 5(a) shall not apply to any Invention for which no
equipment, supplies, facilities, or confidential and trade secret information of
the Company was used and which was developed  entirely on the  Consultant's  own
time, unless (i) the Invention  relates (A) to the Company's  business or (B) to
the Company's actual or demonstrably anticipated research or development or (ii)
the Invention results from any work performed by the Consultant for the Company.

                  (c) Consultant  acknowledges  that  Consultant's  work for the
Company  is  expected  to  bring  him or her into  close  contact  with  various
confidential  business data of the Company and its clients not readily available
to the public. Accordingly, Consultant:

                      (i) covenants and agrees  that (A) during  the  Consulting
Term, except pursuant to appropriate  safeguards on confidentiality  and only in
connection with the business of the Company,  and (B) after the Consulting Term,
on any basis for any  reason,  Consultant  shall not use or  disclose  to anyone
except  authorized  personnel  of the  Company,  whether  or not  for his or her
benefit or otherwise,  any  confidential  matters  (collectively,  "Confidential
Matters"),  concerning  the  Company or its  suppliers,  consultants,  agents or
clients,  whether former,  current or potential  (collectively,  the "Clients"),
including  without  limitation,  all confidential  technical  information of the
Company,  secrets, trade secrets,  formulas,  proprietary software,  copyrights,
Client lists,  lists of Consultants,  confidential  evaluations,  mailing lists,
details of  consultant  contracts,  pricing  policies,  sales data and  reports,
margins,  operational  methods and  processes,  marketing  plans or  strategies,
business   acquisition  plans,  new  personnel   acquisition  plans,   financial
information  and other  confidential  business  affairs,  learned by  Consultant
concerning  the  Company,  its  Clients,  or a third  party,  including  without
limitation, any subsidiaries, partners, affiliates,  shareholders,  consultants,
lenders,  suppliers,  employees, agents or joint venture partners of the Company
(collectively, "Affiliates"); and

                           (ii)  covenants and agrees that (A) all  confidential
memoranda,  notes, sketches, lists (including,  without limitation,  mailing and
customer lists),  records,  other confidential  documents and computer diskettes
(and all copies thereof) made or compiled by Consultant or made available to him

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<PAGE>

or her  concerning  the  Company,  its Clients and any  Affiliates  are the sole
property of the Company,  and (B) if such  documents  are in the  possession  or
control of  Consultant,  Consultant  shall deliver them,  without  retaining any
copies thereof, to the Company promptly at the time of termination or expiration
of the Consulting Term or at any other time upon request by the Company.

                  6.       Non-Competition Agreement.

                  (a) Consultant covenants and agrees that Consultant shall not,
directly or indirectly, as a principal,  employee, partner, consultant, agent or
otherwise,  compete or assist in competitive  activity with the Company,  within
the areas in which the Company currently provides telecommunications services at
the time of commencement of the Restricted Period (as defined below), during the
Consulting Term and for a period of twelve (12) consecutive  months  immediately
following  termination of this  Consulting  Agreement (the period of time during
which Consultant is restricted from such  competition  pursuant to the foregoing
provisions is hereinafter  referred to as the "Restricted  Period")  without the
express prior written  consent of the Company only if any payment is being made;
provided,  however,  that the running of the  Restricted  Period shall be tolled
during any period of time in which  Consultant  violates the provisions  herein.
Without limiting the generality of what might constitute  competitive  activity,
Consultant  acknowledges  and agrees  that any  fiber-optic  competitive  access
provider,  competitive  or incumbent  local exchange  carrier or  inter-exchange
carrier shall constitute competitive activity.

                  (b)  During  the  Restricted  Period,   Consultant  shall  not
directly or indirectly,  alone or in concert with others,  solicit or accept the
business of any customer (or any person or entity whom the Company or any of its
Consultants or agents has solicited as a prospective customer) ("Customer") (nor
provide any services to any Customer) which was a Customer of the Company at any
time during the Consulting Term.

                  (c)  During  the  Restricted  Period,  Consultant  shall  not,
directly or  indirectly,  alone or in concert with others,  solicit or encourage
any employee of the  Company,  or an employee of any person or entity with which
the Company has an agreement  through which the Company and the person or entity
are to act in concert  with  respect to the  business of the Company (a "Company
Employee"),  to leave their respective  employment or hire any Consultant of the
Company or any person who was a Company  Employee at any time within the one (1)
year period prior to the date first above written.

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<PAGE>

                  (d)  During  the  Restricted  Period,  Consultant  shall  not,
directly  or  indirectly,  alone  or  in  concert  with  others,  encourage  any
consultant  which is then under  contract  with the Company to cease to work for
the Company or any Company Employee.

                  7. Non-Waiver of Rights.  The Company's  failure to enforce at
any time any of the provisions of this Consulting Agreement or to require at any
time  performance by the Consultant of any of the provisions  hereof shall in no
way be  construed  to be a waiver of such  provisions  or to affect  either  the
validity of this  Consulting  Agreement,  or any part of it, or the right of the
Company  thereafter to enforce each and every  provision in accordance  with the
terms of this Consulting  Agreement.  The Consultant's failure to enforce at any
time any of the  provisions  of this  Consulting  Agreement or to require at any
time performance by the Company of any of the provisions  hereof shall in no way
be construed to be a waiver of such  provisions or to affect either the validity
of this Consulting Agreement,  or any part of it, or the right of the Consultant
thereafter to enforce each and every  provision in accordance  with the terms of
this Consulting Agreement.

                  8. Other noncompetition obligations. Consultant represents and
warrants  to the  Company  that  Consultant  is  not a  party  to any  agreement
containing a noncompetition  provision or other  restriction with respect to the
nature of any  services or business  that  Consultant  is entitled to perform or
conduct for the Company.

                  9.  Limited  Liability.  With  regard  to the  services  to be
performed  by  Consultant  pursuant to the terms of this  Consulting  Agreement,
neither  Consultant nor any Consultants or agents of Consultant  shall be liable
to DTI, or to anyone who may claim any right due to this  relationship with DTI,
for any action or omission in the  performance  of said  services on the part of
Consultant or on the part of the agents or  Consultants  of  Consultant,  except
when said acts or omissions of Consultant or such agents or Consultants  are due
to willful  misconduct or gross  negligence.  DTI shall hold Consultant free and
harmless  from any  obligations,  costs,  claims  judgments  attorneys  fees and
attachments arising from or growing out of the services rendered to DTI pursuant
to the terms of this Consulting Agreement,  except when the same shall arise due
to the intentional misconduct or gross negligence of Consultant,  and Consultant
is determined to have committed  intentional  misconduct or gross  negligence by
the arbitration proceedings provided herein.

                  10.  Assignments.  This  Consulting  Agreement shall be freely
assignable  by the  Company  and shall  inure to the  benefit of, and be binding
upon, the Company,  its successors and assigns and/or any other corporate entity
which shall  succeed to the business  presently  being  operated by the Company,

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but, being a contract for personal services,  neither this Consulting  Agreement
nor any rights hereunder are assignable by Consultant.

                  11. Governing Law/Arbitration. This Consulting Agreement shall
be  interpreted  in  accordance  with and  governed  by the laws of the State of
Missouri without regard to its conflict of law rules. Any dispute arising out of
or relating to this Consulting Agreement or the breach,  termination or validity
hereof,  other than Section 5 and Section 6, shall be settled by  arbitration in
St. Louis County,  Missouri in accordance with the commercial  arbitration rules
then in effect of the American Arbitration  Association.  The parties consent to
the  jurisdiction  of the  Supreme  Court of the State of  Missouri,  and of the
United States  District Court for the Eastern  District of the State of Missouri
for injunctive,  specific  enforcement or other relief in aid of the arbitration
proceedings or to enforce judgment of the award in such arbitration  proceeding.
The award entered by the arbitrator(s) shall be final and binding on all parties
to arbitration.  Each party shall bear its respective  arbitration  expenses and
shall each pay its pro rata portion of the  arbitrator's  charges and  expenses.
The arbitrator(s) shall not award punitive, exemplary or consequential damages.

                  With respect to disputes  arising out of Section 5 and Section
6 of this  Consulting  Agreement,  the parties  agree that  exclusive  venue and
jurisdiction for any action brought under this Consulting Agreement shall lie in
the County of St. Louis, Missouri.

                  12. Amendments. No modification, amendment or waiver of any of
the provisions of this Consulting Agreement shall be effective unless in writing
and signed by the parties hereto.

                  13. Notices. Any notices to be given by either party hereunder
shall be in writing and shall be deemed to have been duly given if  delivered or
mailed,  certified or  registered  mail,  postage  prepaid,  as follows:  to the
Company at Digital Teleport,  Inc., 8112 Maryland Avenue,  4th Floor, St. Louis,
Missouri 63105, Attn.: Richard D. Weinstein,  President;  and to Consultant at 3
Wood Acre Drive #78, Whitney,  Texas 76692; or to such other address as may have
been furnished to the other party in writing.

                  14.  Reflection  and  Advice  of  Counsel   Encouraged.   This
Consulting   Agreement  places   restrictions  on  Consultant's  right  to  seek
employment  or  consult  with  certain  employers  or to  engage  in  businesses
competitive with the Company's business.  By signing this Consulting  Agreement,
Consultant  acknowledges  that he or she has had ample  time to reflect on these
restrictions  and  has  sought  the  advice  of  counsel  with  respect  to this
Consulting Agreement.

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                  15. Entire Agreement.  This Consulting Agreement is the entire
agreement  between the  parties  and  supersedes  any  previous  oral or written
agreement or  understanding  between the Company and Consultant  with respect to
the subject matter hereof, including without limitation those certain consulting
agreements dated April 20, 1998 and May 4, 1998.  There are no  representations,
warranties,  promises or undertakings  other than those  expressly  contained in
this Consulting Agreement.

                  16. Severability.  Subject to severability provisions integral
to any paragraph of this Consulting Agreement, the unenforceability,  invalidity
or illegality of any provision of this Consulting  Agreement shall not affect or
impair  the  continuing  enforceability  or  validity  of any other part of this
Consulting Agreement, all of which shall survive and be valid and enforceable.

                  17. Counterparts. This Consulting Agreement may be executed in
two or more counterparts,  each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                  18.  Headings.  The headings in this Consulting  Agreement are
for  reference  purposes  only and shall not in any way  affect  the  meaning or
interpretation of this Consulting Agreement.

                  19.  Relationship.  Consultant  and the Company agree that the
relationship  contemplated by this Consulting  Agreement is that of a consultant
and not an employee.  Consultant agrees to pay all applicable taxes with respect
to the compensation provided hereunder and hold Company harmless with respect to
same or with respect to any  determination  that Consultant should be considered
an employee of the  Company.  Consultant  agrees that he is not  entitled to any
benefits or  remuneration  from the Company  other than as  expressly  set forth
herein,  including without limitation any medical or vacation  benefits,  or any
options of the Company.  The Company will issue the  Consultant a Form 1099 with
respect to the compensation  paid to him hereunder unless otherwise  required by
law.

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THIS AGREEMENT  CONTAINS A BINDING  ARBITRATION  CLAUSE WHICH MAY BE ENFORCED BY
THE PARTIES.

                  IN WITNESS WHEREOF,  the parties have executed this Consulting
Agreement as of the date first above written.


                                            DIGITAL TELEPORT, INC.



                                            By: /S/ RICHARD D. WEINSTEIN
                                               --------------------------------
                                            Name: Richard D. Weinstein
                                            Title:  President


                                            CONSULTANT


                                              /S/ H.P. SCOTT
                                            ------------------------------------
                                                         H.P. Scott











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