Exhibit 10.39


                     CREDIT AGREEMENT



                         BETWEEN



                     KLT TELECOM INC.

                        AS LENDER,



                           AND



                  DIGITAL TELEPORT, INC.

                       AS BORROWER



              DATED AS OF SEPTEMBER 25, 2001


<PAGE>


                        CREDIT AGREEMENT


     THIS  CREDIT AGREEMENT, dated as of September 25,  2001,  is
between  Digital  Teleport,  Inc., a  Missouri  corporation  (the
"Borrower"),  and  KLT Telecom Inc., a Missouri corporation  (the
"Lender").

     WHEREAS,  the Borrower wishes to obtain, and the  Lender  is
willing  to make, a certain term loan on the terms and conditions
set  forth  herein, such indebtedness to be evidenced by  one  or
more Notes.

     NOW,  THEREFORE,  in  consideration of the  representations,
warranties, covenants and agreements contained in this Agreement,
and  for  other good and valuable consideration, the receipt  and
sufficiency of which are hereby acknowledged, the parties  hereto
hereby agree as follows:


                            ARTICLE I

                           DEFINITIONS

     SECTION 1.01.      DEFINITIONS.  Definitions as used in this
Agreement:

     "Action"  means  any  action,  suit,  arbitration,  inquiry,
proceeding   or  investigation  by  or  before  any  Governmental
Authority.

     "Advance" means a borrowing hereunder by the Borrower.

     "Affiliate" shall have the meaning ascribed to such term  in
Rule 12b-2 under the Securities Exchange Act of 1934, as amended,
as such Rule is in effect on the date of this Agreement.

     "Aggregate  Available Commitment" means, at  any  time,  the
Aggregate Commitment at such time, MINUS the aggregate amount  of
all Advances.

     "Aggregate  Commitment"  means the total  amount  which  the
Lender is obligated to advance under SECTION 2.04 below.

     "Agreement"  means  this  Credit Agreement,  as  it  may  be
amended, modified or restated and in effect from time to time.

     "Article" means an article of this Agreement unless  another
document is specifically referenced.

     "Authorized  Officer"  means  any  of  the  chairman,  chief
executive officer or chief financial officer of the Borrower,  or
any  other  officer of the Borrower they or any of them designate
to the Lender.

<PAGE>

     "Borrower"   means  Digital  Teleport,   Inc.,  a   Missouri
corporation, and its successors and permitted assigns.

     "Borrowing  Date" means a date on which an Advance  is  made
hereunder.

     "Borrower Material Adverse Effect" has the meaning set forth
in SECTION 11.13.

     "Borrowing Notice" is defined in SECTION 2.05.

     "Business  Day"  means  with respect  to  any  borrowing  or
payment,  a day (other than a Saturday or Sunday) on which  banks
generally  are open in Kansas City, Missouri for the  conduct  of
substantially all of their commercial lending activities.

     "Business Plan" has the meaning set forth in SECTION 6.02.

     "Capitalized Lease" of a Person means any lease of  Property
by  such Person as lessee which would be capitalized on a balance
sheet of such Person prepared in accordance with GAAP.

     "Capitalized Lease Obligations" of a Person means the amount
of  the obligations of such Person under Capitalized Leases which
would  be shown as a liability on a balance sheet of such  Person
prepared in accordance with GAAP.

     "Code"  means the Internal Revenue Code of 1986, as amended,
reformed or otherwise modified from time to time.

     "Collateral" means Borrower's Property which is subject to a
security  interest  held  by  the Lender  pursuant  to  the  Loan
Documents.

     "Condemnation" is defined in SECTION 7.08.

     "Consolidated"  or "consolidated", when used  in  connection
with  any calculation, means a calculation to be determined on  a
consolidated  basis (as determined in accordance with  GAAP)  for
the Borrower.

     "Consolidated  Person"  means,  for  the  taxable  year   of
reference, each Person which is a member of the affiliated  group
of  which the Borrower is a member if consolidated returns are or
shall  be filed for such affiliated group for federal income  tax
purposes  or any combined or unitary group of which  the Borrower
is a member for state income tax purposes.

     "Contingent  Obligation" of a Person  means  any  agreement,
undertaking   or  arrangement  by  which  such  Person   assumes,
guarantees, endorses, contingently agrees to purchase or  provide
funds for the payment of, or otherwise becomes or is contingently
liable upon, the obligation or liability of any other Person,  or
agrees  to  maintain the net worth or working  capital  or  other
financial condition of any other Person, or otherwise assures any
creditor  of  such other Person against loss, including,  without
limitation,  any operating agreement or take-or-pay  contract  or
application for a letter of credit.

<PAGE>

     "Controlled  Group" means all members of a controlled  group
of  corporations  and all trades or businesses  (whether  or  not
incorporated)  under  common control  which,  together  with  the
Borrower, are treated as a single employer under Section  414  of
the Code.

     "Default"  means  any event or condition the  occurrence  of
which would, with the passage of time or the giving of notice, or
both, constitute an Event of Default.

     "Encumbrance"  means any charge, claim,  community  property
interest,  equitable  interest lien, tax  lien,  option,  pledge,
security interest, right of first refusal or restriction  of  any
kind, including any restriction on transfer, receipt of income or
exercise of any other attribute of ownership.

     "Environment" means soil, land surface or subsurface strata,
surface   waters  (including  navigable  waters,  ocean   waters,
streams,  ponds,  drainage  basins, and wetlands),  groundwaters,
drinking  water supply, stream sediments, ambient air  (including
indoor  air),  plant and animal life, and any other environmental
medium or natural resource.

     "Environmental Law" means any Law that requires  or  relates
to protection of human health or the Environment.

     "ERISA" means the Employee Retirement Income Security Act of
1974,  as  amended from time to time, and any rule or  regulation
issued thereunder.

     "Event of Default" is defined in ARTICLE VII.

     "Facility Termination Date" is defined in SECTION 2.02.

     "Fair  Market Value" means the amount which a willing  buyer
would pay a willing seller in an arm's-length transaction.

     "Fiscal  Quarter"  means one of the four consecutive  three-
month  accounting  periods beginning on the  first  day  of  each
Fiscal Year.

     "Fiscal  Year"  means  the  twelve-month  accounting  period
ending on December 31 of each year.

     "GAAP"   means  generally  accepted  accounting  principles,
consistently applied.

     "Governmental  Authority" means any federal, state,  foreign
or  local  government,  any  of its subdivisions,  administrative
agencies,  authorities,  commissions,  boards  or  bureaus,   any
federal,  state,  foreign  or local court  or  tribunal  and  any
arbitrator.

     "Indebtedness"   of  a  Person  means  such   Person's   (a)
obligations for borrowed money, (b) obligations representing  the
deferred  purchase  price  of Property or  services  (other  than
accounts  payable arising in the ordinary course of such Person's
business),  (c) obligations, whether or not assumed,  secured  by
Liens  or payable out of the proceeds or production from Property
now   or  hereafter  owned  or  acquired  by  such  Person,   (d)
obligations which are evidenced by notes, acceptances,  or  other
instruments, (e) Capitalized Lease Obligations, (f)

<PAGE>

Contingent  Obligations, (g) Rate Hedging  Obligations,  and  (h)
repurchase obligations or liabilities of such Person with respect
to accounts receivable or notes receivable sold by such Person.

     "Investment" of a Person means any loan, advance (other than
commission, travel and similar advances to officers and employees
made  in  the ordinary course of business), extension  of  credit
(other than accounts receivable arising in the ordinary course of
business), or contribution of capital by such Person to any other
Person or any investment in, or purchase or other acquisition of,
the   stock,  partnership  interests,  notes,  debentures,  other
securities or other indebtedness of any other Person made by such
Person.

     "Knowledge," in the case of an individual, means  that  such
individual  will  be deemed to have "Knowledge" of  a  particular
fact or other matter if (i) such individual is actually aware  of
such  fact or other matter or (ii) a prudent individual could  be
expected  to discover or otherwise become aware of such  fact  or
other   matter   in  the  course  of  conducting   a   reasonably
comprehensive investigation concerning the existence of such fact
or  other  matter; and, in the case of the Borrower,  "Knowledge"
means that the Borrower will be deemed to have "Knowledge"  of  a
particular  fact  or  other matter if any  one  or  more  of  the
following individuals had knowledge of such fact or other matter:
Daniel A. Davis, Gary Douglass, Andrew Whipple and Paul Pierron.

     "Law"  means any federal, state, local, municipal,  foreign,
international, multinational, or other judicial or administrative
order, judgment, decree, constitution, law, ordinance, common law
of Missouri, regulation, statute, or treaty.

     "Lender" means KLT Telecom Inc., a Missouri corporation, and
its successors and assigns.

     "Lien"  means any lien, pledge, claim, security interest  or
Encumbrance  whatsoever, including any mortgage, deed  of  trust,
security interest (including any Capitalized Lease or other title
retention   agreement),  charge,  pledge,  retention   of   title
agreement,   easement,   encroachment,  condition,   reservation,
covenant,  lis  pendens  lien,  claim  of  lien,  adverse  claim,
restriction  on  attributes of ownership,  or  other  Encumbrance
affecting title.

     "Loan" means the aggregate of all Advances.

     "Loan  Documents"  means  this  Agreement,  the  Notes,  the
Security   Documents  and  the  other  documents  and  agreements
contemplated  by this Agreement and executed by the  Borrower  in
favor of the Lender in connection with this Agreement.

     "Margin  Stock" has the meaning assigned to that term  under
Regulation G of the Board of Governors of the Federal Reserve.

     "Material Adverse Effect" means a material adverse effect on
(i)  the  business, Property, condition (financial or otherwise),
results  of operations, or prospects of the Borrower taken  as  a
whole,  (ii)  the  ability  of  the  Borrower  to  perform    its
obligations under the Loan Documents, or

<PAGE>

(iii) the validity or enforceability of any of the Loan Documents
or the rights and remedies of the Lender thereunder.

     "Multiemployer  Plan"  means a Plan  coming  within  Section
4001(a)(3) of ERISA.

     "Net Income" means, for any computation period, with respect
to  the  Borrower  on a consolidated basis with its  Subsidiaries
(other than any Subsidiary which is restricted from declaring  or
paying  dividends  or  otherwise advancing funds  to  its  parent
whether  by contract or otherwise), cumulative net income  earned
during such period in accordance with GAAP.

     "Note" and "Notes" means one or more of the Promissory Notes
substantially  in  the form attached hereto  as  EXHIBIT  A  each
evidencing an Advance (including any such Promissory Notes issued
in exchange or substitution).

     "Obligations" means all unpaid principal of and accrued  and
unpaid interest on the Notes, all accrued and unpaid fees and all
expenses,  reimbursements, indemnities  and  any  and  all  other
obligations of any kind of the Borrower to the Lender, including,
without limitation, those arising under the Loan Documents.

     "Ordinary  Course of Business" means an action  taken  by  a
Person  will be deemed to have been taken in the "Ordinary Course
of Business" only if:

          (a)  such action is consistent with the past practices
     of such Person and is taken in the ordinary course of the
     normal day-to-day operations of such Person; and

          (b)  such action is not required to be authorized by
     the board of directors of such Person (or by any Person or
     group of Persons exercising similar authority);

     "Party"  and "Parties" shall mean individually  a  party  to
this  Agreement  and  collectively all of  the  parties  to  this
Agreement.

     "Payment Date" means February 1, 2002 and any other date  on
which  any  payment of principal and/or interest is due hereunder
or under any Note.

     "PBGC" means the Pension Benefit Guaranty Corporation or any
successor thereto.

     "Permitted   Telecommunication   Asset   Sale"   means   any
Telecommunication Asset Sale approved in advanced in  writing  by
the Lender.

     "Person"  means  any  natural person,  corporation,  limited
liability company, firm, joint venture, partnership, association,
enterprise,  trust  or  other  entity  or  organization,  or  any
government  or  political subdivision or any agency,  department,
division or instrumentality of any of the foregoing.

     "Plan" means an employee pension benefit plan, as defined in
Section 3(2) of ERISA, as to which the Borrower or any member  of
the Controlled Group has any liability.

<PAGE>

     "Property"  of a Person means any and all property,  whether
real,  personal, tangible, intangible, or mixed, of such  Person,
or other assets owned, leased or operated by such Person.

     "Purchase"  means any transaction, or any series of  related
transactions, consummated on or after the date of this Agreement,
by which the Borrower or any of its Subsidiaries (a) acquires any
business  or all or substantially all of the assets of any  other
Person,  whether through purchase of assets, merger or otherwise,
or  (b) directly or indirectly acquires (in one transaction or as
the most recent transaction in a series of transactions) at least
a   majority  (in  number  of  votes)  of  the  securities  of  a
corporation which have ordinary voting power for the election  of
directors (other than securities having such power only by reason
of  the happening of a contingency) or a majority in interest (by
percentage or voting power) of the outstanding interests  of  any
other Person.

     "Rate  Hedging Obligations" of a Person means  any  and  all
obligations  of  such Person, whether absolute or contingent  and
howsoever and whensoever created, arising, evidenced or  acquired
(including all renewals, extensions and modifications thereof and
substitutions  therefor),  under  (i)  any  and  all  agreements,
devices or arrangements designed to protect at least one  of  the
parties thereto from the fluctuations of interest rates, exchange
rates  or  forward  rates  applicable  to  such  party's  assets,
liabilities or exchange transactions, including, but not  limited
to,  dollar-denominated or cross-currency interest rate  exchange
agreements,  forward currency exchange agreements, interest  rate
cap  or  collar protection agreements, forward rate  currency  or
interest  rate options, puts and warrants, and (ii) any  and  all
cancellations, buy backs, reversals, terminations or  assignments
of any of the foregoing.

     "Release"  is  defined  in  the Comprehensive  Environmental
Response,  Compensation and Liability Act, as amended, 42  U.S.C.
 9601 ET SEQ.

     "Reportable  Event" means a reportable event as  defined  in
Section  4043  of  ERISA and the regulations  issued  under  such
section, with respect to a Plan, excluding, however, such  events
as  to which the PBGC has by regulation waived the requirement of
Section  4043(a) of ERISA that it be notified within 30  days  of
the  occurrence of such event; PROVIDED, that a failure  to  meet
the  minimum funding standard of Section 412 of the Code  and  of
Section  302  of ERISA shall be a Reportable Event regardless  of
the  issuance  of  any such waiver of the notice  requirement  in
accordance with Section 4043(a) of ERISA.

     "Returns" means all tax returns that must be filed with  any
federal, state or local taxing authority.

     "SEC"  means the Securities and Exchange Commission  of  the
United States Government.

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

     "Security  Documents"  means and includes  all  assignments,
deeds  of  trust,  mortgages,  security  agreements,  and  pledge
agreements,  and  any  other agreement or instrument  evidencing,
pledging  or  granting a security interest  in  any  property  or
assets to secure the Loan and the

<PAGE>

Obligations,  as may from time to time be executed and  delivered
to or in favor of Lender by Borrower.

     "Single Employer Plan" means a Plan subject to Title  IV  of
ERISA, other than a Multiemployer Plan.

     "Subsidiary"  of any Person means any corporation  or  other
entity  of  which a majority of the voting power  of  the  voting
equity  securities  or  equity interest  is  owned,  directly  or
indirectly, by such Person.  Unless otherwise expressly provided,
all  references herein to a "Subsidiary" shall mean a  Subsidiary
of the Borrower.

     "Substantial Portion" means, with respect to the Property of
the  Borrower and its Subsidiaries, Property which (a) represents
more  than  10% of the consolidated assets of  the  Borrower,  as
would  be shown in the consolidated financial statements  of  the
Borrower  as at the end of the Fiscal Quarter next preceding  the
date  on  which such determination is made, or (b) is responsible
for  more  than 10% of the consolidated net sales or of  the  Net
Income  of the Borrower for the 12-month period ending as of  the
end   of   the  Fiscal  Quarter  next  preceding  the   date   of
determination.

     "Tax" or "Taxes" means all income, profits, franchise, gross
receipts,  capital,  sales,  use, withholding,  value  added,  ad
valorem,   transfer,  employment,  social  security,  disability,
occupation,  property, severance, production,  excise  and  other
taxes,  duties  and similar governmental charges and  assessments
imposed  by or on behalf of any Governmental Authority (including
interest and penalties thereon).

     "Telecommunication   Asset   Sale"   means   any   transfer,
conveyance,  sale, lease or other disposition of  assets,  rights
(contractual  or otherwise) and properties, whether  tangible  or
intangible,  used  or  intended for use in  connection  with  the
Borrower's business; provided that such assets are accounted  for
as "property, plant and equipment" on the Borrower's consolidated
balance sheet in accordance with GAAP, the proceeds of which  are
treated as revenues (including deferred revenues) by the Borrower
in accordance with GAAP.

     "Termination Event" means, with respect to a Plan  which  is
subject  to  Title IV of ERISA, (a) a Reportable Event,  (b)  the
withdrawal  of the Borrower or any other member of the Controlled
Group from such Plan during a plan year in which the Borrower  or
any  other  member  of the Controlled Group  was  a  "substantial
employer" as defined in Section 4001(a)(2) of ERISA or was deemed
such  under  Section 4066 of ERISA, (c) the termination  of  such
Plan  or the filing of a notice of intent to terminate such  Plan
under  Section 4041 of ERISA, or (d) the institution by the  PBGC
of  proceedings to terminate such Plan or the occurrence  of  any
event  or condition which constitutes grounds under Section  4042
of  ERISA for the termination of, or appointment of a trustee  to
administer, such Plan.

     "Threatened"  means any demand or statement  that  has  been
made in writing that would lead a prudent person to conclude that
a  claim, proceeding, dispute, Action, or other matter is  likely
to  be  asserted, commenced, taken, or otherwise pursued  in  the
future.

<PAGE>

     "Unfunded Liability" means the amount (if any) by which  the
present value of all vested and unvested accrued benefits under a
Single  Employer  Plan exceeds the fair market  value  of  assets
allocable  to such benefits, all determined as of the  then  most
recent   valuation  date  for  such  Plan  using  PBGC  actuarial
assumptions for single employer plan terminations.

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

                           ARTICLE II

                           THE CREDITS

     SECTION 2.01.       ADVANCES.

          (a)  From and including the date of this Agreement and prior
     to the Facility Termination Date, the Lender agrees, on the terms
     and subject to the conditions set forth in this Agreement, to
     make Advances to the Borrower from time to time in amounts not to
     exceed the Aggregate Available Commitment existing at such time.
     Lender agrees that the initial Advance to Borrower pursuant to
     the terms of this Agreement shall be in the amount of $1,500,000
     and shall be made within one (1) business day of the date of this
     Agreement.  Although the Borrower may obtain multiple Advances
     hereunder, this is not a revolving line of credit and Advances
     may not be repaid and re-advanced.  Prepayment may only be made
     in accordance with ARTICLE III.

          (b)  The Borrower agrees that if at any time the outstanding
     balance  of  the Loan exceeds the Aggregate Commitment,  the
     Borrower  shall repay immediately the then outstanding  Loan
     balance in such amount as is necessary to eliminate such excess.

          (c)  The Borrower's obligation to pay the principal of, and
     interest on, each Advance shall be evidenced by a Note executed
     by the Borrower in the principal amount equal to such Advance and
     dated the date of such Advance.

Each  Advance shall mature, and the principal amount thereof  and
any unpaid accrued interest thereon shall be due and payable,  on
February 1, 2002 (or as otherwise provided in the related Note).

     SECTION 2.02.       FACILITY TERMINATION DATE.  The Facility
Termination Date is the date after which the Lender is no  longer
obligated  to  make Advances hereunder and shall occur  upon  the
earlier of:

          (a)  February 1, 2002; or

          (b)  Acceleration by the Lender in accordance with the
     provisions of ARTICLE VIII.

Such  termination of the credit facility shall not affect in  any
way  the Lender's rights, including the rights to accelerate  the
Loans, under this Agreement and the Notes.

<PAGE>

     SECTION 2.03.      MINIMUM AMOUNT AND MAXIMUM AMOUNT OF EACH
ADVANCE. After the initial Advance, each Advance shall be in  the
minimum  amount of $500,000 (and in multiples of  $50,000  if  in
excess thereof) and in the maximum amount of $1,000,000.

     SECTION 2.04.  AGGREGATE COMMITMENT. The Lender shall not be
obligated  to  make  any  Advance  prior  to  the  date  of  this
Agreement.   From  and  after  the date  of  this  Agreement  the
"Aggregate Commitment" shall be $5,000,000.

     SECTION 2.05.     BORROWING NOTICES FOR NEW ADVANCES.  After
the  initial  Advance, Borrower shall give the Lender irrevocable
notice  containing  the  following  information  (the  "Borrowing
Notice")  not later than 10:00 a.m. (Kansas City time)  at  least
three  (3)  Business Days and not more than twenty (20)  Business
Days before the proposed Borrowing Date of each Advance:

          (a)  the proposed Borrowing Date, which shall be a
     Business Day, of such Advance;

          (b)  the aggregate amount of such Advance;

          (c)  a statement to the effect that all of the
     representations and warranties of the Borrower contained herein
     and in the Loan Documents are true and correct (i) as of the
     date referred to in any representation or warranty that
     addresses a matter as of a particular date and (ii) as to
     all other representations and warranties as of the date of
     such Borrowing Notice;

          (d)  a description of any Default that exists as to which
     the proviso of clause (f) in ARTICLE IV may apply;

          (e)  a statement that the then applicable financial
     milestones set forth in SCHEDULE 2.05(E) hereto ("Financial
     Milestones") have been achieved; and

          (f)  a statement that the then applicable contractual and
     operational milestones set forth in SCHEDULE 2.05(F)  hereto
     ("Contractual and Operational Milestones") have been achieved.

Subject  to  the terms hereof and subject to the satisfaction  of
the  conditions  set forth in ARTICLE IV, the Lender  shall,  not
later  than noon (Kansas City time) on each Borrowing Date,  make
available  to Borrower immediately available funds in the  amount
of  the  Advance  requested to be made on  such  Borrowing  Date.
Notwithstanding  anything  to  the  contrary  contained   herein,
Borrower  shall  not  give Lender a Borrowing  Notice  until  all
previous  Borrowing Notices are either funded or denied  pursuant
to the terms of this Agreement.

     SECTION 2.06.    RATES APPLICABLE AFTER AN EVENT OF DEFAULT.
During the continuance of an Event of Default, the Lender may, at
its  option,  by  notice to the Borrower  (which  notice  may  be
revoked  at  the  option of the Lender),  declare  that  for  the
duration  of  time  during which such Event of Default  shall  be
continuing,  the  outstanding balance  of  the  Loan  shall  bear
interest  at a rate equal to twelve and one-half percent  (12.5%)
per  annum calculated for actual days elapsed on the basis  of  a
360-day year.

<PAGE>

     SECTION 2.07.       METHOD OF PAYMENT.  All payments of  the
Obligations hereunder shall be made, without setoff, deduction or
counterclaim,  in  immediately  available  funds  to  the  Lender
pursuant  to wire transfer instructions provided to the  Borrower
by  a  duly authorized executive officer of the Lender, or absent
such instructions, at the Lender's address specified pursuant  to
SECTION  11.01, on the date when due.  If the Borrower  shall  be
required by law to deduct any such amounts from or in respect  of
any  sum  payable hereunder to the Lender, then the  sum  payable
hereunder  shall be increased so that, after making all  required
deductions,  the Lender receives an amount equal to  the  sum  it
would  have  received had no such deduction been  made,  and  the
Borrower  shall  indemnify the Lender for taxes, assessments  and
governmental  charges imposed by any jurisdiction on  account  of
amounts  paid  or payable pursuant to this sentence.   Within  30
days after the date of any payment of any such amount withheld by
either  Borrower  in respect of any payment to  the  Lender,  the
Borrower  shall furnish to the Lender the original  or  certified
copy of a receipt evidencing payment thereof.

     SECTION 2.08.    NOTES.  Upon receipt of a Borrowing Notice,
the  Lender  shall promptly deliver to the Borrower  a  Note  for
execution by the Borrower; PROVIDED, HOWEVER, that the Lender may
refuse  to  deliver such Note if the Lender is not  obligated  to
make an Advance hereunder.

     SECTION 2.09.     INTEREST RATE; PAYMENT DATES; INTEREST AND
FEE  BASIS.   Interest on principal shall be payable  at  a  rate
equal  to  nine and one-half percent (9.5%) per annum,  provided,
however, such interest rate may be increased as provided in  this
Agreement  under certain circumstances to 12.5% per  annum.   The
principal  amount  of each Advance, and all interest  accrued  on
each  Advance,  shall be payable on the Payment  Date.   Interest
accrued  on  each Advance shall be payable on any date  on  which
principal  is prepaid, whether due to acceleration or  otherwise.
Interest shall be calculated for actual days elapsed on the basis
of  a  360-day year.  Interest shall be payable for  the  day  an
Advance is made but not for the day of any payment on the  amount
paid  if payment is received prior to noon (Kansas City time)  at
the place of payment.  If any payment of principal of or interest
on  an  Advance shall become due on a day which is not a Business
Day,  such payment shall be made on the next succeeding  Business
Day  and,  in the case of a principal payment, such extension  of
time  shall be included in computing interest in connection  with
such payment.

     SECTION 2.10.    SECURITY.  As security for the repayment of
the  Obligations and for the payment and performance of all other
obligations  of the Borrower to the Lender, Borrower shall  cause
the  following  documents, all in form and content acceptable  to
the  Lender,  to  be executed and delivered to  the  Lender,  and
Borrower  shall  cooperate  with Lender  to  cause  all  filings,
recordings and other actions to be taken, all at no cost  to  the
Lender,  as  reasonably required by the Lender  to  establish  of
record and to perfect the Lender's security interests or Liens to
the  satisfaction  of  the Lender:  (i)  the  Security  Agreement
attached  hereto as EXHIBIT C and (ii) such other and  additional
instruments  and  reports as may reasonably be  required  in  the
opinion  of  the  Lender  to validate and  perfect  its  security
interest or lien and enable it to exercise and enforce its rights
under  this  Agreement  or the Security  Documents  executed  and
delivered to the Lender as security for the Obligations.

<PAGE>

                           ARTICLE III

                           PREPAYMENT

     The  Borrower may at any time and from time to  time  prepay
the  Loan,  in  full or in part, without penalty or premium.  All
prepayments made, whether a scheduled installment, prepayment, or
payment as a result of acceleration, shall be allocated first  to
accrued but unpaid interest on all outstanding Notes, next to any
costs  of  collection,  and  then to  installments  of  principal
remaining  outstanding on the Notes, first to  principal  amounts
overdue  then  to  principal amounts currently due  and  then  to
installments of principal due in the future in the inverse  order
of their maturity.  In the event that the Borrower prepays a Note
in  part,  the  Borrower, at Lender's option, shall  execute  and
deliver  to the Lender a new Note in a principal amount equal  to
the principal remaining outstanding.

                           ARTICLE IV

                       ADVANCE CONDITIONS

     The  Lender  shall  not  be required  to  make  a  requested
Advance, if on the proposed Borrowing Date for such Advance:

          (a)  All representations and warranties of the Borrower
     contained herein and in the Loan Documents are not true and
     correct (i) as of the date referred to in any representation
     or warranty that addresses a matter as of a particular date
     and (ii) as to all other representations and warranties as
     of the date of such proposed Advance;

          (b)  An accurate and complete Borrowing Notice shall not
     have been properly submitted with respect to such Advance;

          (c)  A duly executed Note representing the Advance has
     not been received by the Lender;

          (d)  A Security Agreement, in the form of EXHIBIT C
     hereto, duly executed by an Authorized Officer of the Borrower
     has not been received by the Lender;

          (e)  The Facility Termination Date shall have occurred;

          (f)  A Default or Event of Default has occurred and is
     continuing or will exist as a result of the requested
     Advance; provided, however, this clause (f) shall not apply
     to any Default, the facts of which have been specifically
     disclosed to the Lender in the Borrowing Notice for such
     Advance and as to which the Lender has, within five (5)
     Business Days after the Lender's receipt of the Borrowing
     Notice, neither advised the Borrower of its intent to
     declare an Event of Default nor, advised the Borrower that
     it intends to exercise its rights in this clause (f) and not
     make the requested Advance (as is the Lender's right,
     exercising such right in its sole discretion);

          (g)  An Event of Force Majeure (as defined in Section
     11.13 of this Agreement) has occurred; or

<PAGE>

          (h)  The applicable Financial Milestones or the applicable
     Contractual and Operational Milestones have not been achieved.

Each  Borrowing  Notice with respect to each such  Advance  shall
constitute a representation and warranty by the Borrower that the
conditions contained in this ARTICLE IV have been satisfied.  The
Lender may require a duly completed compliance certificate (dated
the Borrowing Date) in substantially the form of EXHIBIT B hereto
as a condition to making an Advance.

                            ARTICLE V

                 REPRESENTATIONS AND WARRANTIES

     Borrower represents and warrants as follows:

     SECTION  5.01.       ORGANIZATION, STANDING AND POWER.   The
Borrower is a corporation duly organized, validly existing and in
good  standing under the laws of the jurisdiction in which it  is
incorporated  and has all requisite power and authority  to  own,
lease and operate its properties and to carry on its business  as
now  being conducted.  The Borrower is duly qualified or licensed
to  do  business and is in good standing in each jurisdiction  in
which  the nature of its business or the ownership or leasing  of
its  properties makes such qualification or licensing  necessary,
other  than  in  such jurisdictions where the failure  to  be  so
qualified  or  licensed (individually or in the aggregate)  would
not have a Material Adverse Effect.

     SECTION 5.02.     AUTHORITY; NONCONTRAVENTION.  The Borrower
has  the  requisite corporate power and authority to  enter  into
this  Agreement and perform its obligations hereunder  and  under
the  Loan Documents and the same have been duly authorized by all
necessary  corporate  action on the part  of  the  Borrower,  and
assuming  this  Agreement  constitutes  the  valid  and   binding
agreement of the Lender, constitute valid and binding obligations
of  the  Borrower enforceable against the Borrower, in accordance
with its terms, except to the extent that the enforcement thereof
may  be  limited  by (i) bankruptcy, insolvency,  reorganization,
moratorium  or  other  similar laws now or  hereafter  in  effect
relating  to  creditors'  rights  generally,  and  (ii)   general
principles  of  equity  regardless of whether  enforceability  is
considered  in a proceeding in equity or at law.  Except  as  set
forth  on  the attached SCHEDULE 5.02, the execution and delivery
of  this  Agreement by the Borrower did not, and the consummation
of  the  transactions  contemplated by this Agreement  will  not,
conflict with, or result in any violation of, or default (with or
without notice or lapse of time, or both) under, or give rise  to
a  right  of  termination, cancellation or  acceleration  of  any
obligation  or  to  loss by the Borrower of  a  material  benefit
under,  or  result in the creation of any Lien upon  any  of  the
properties  or assets of the Borrower under, (i) the articles  of
incorporation or bylaws of the Borrower, (ii) any loan or  credit
agreement,  note,  bond,  mortgage,  indenture,  lease  or  other
agreement,  instrument,  permit  or  license  applicable  to  the
Borrower  or  its  properties or assets or (iii) subject  to  any
required governmental filings, any law applicable to the Borrower
or  its  properties  or assets, other than  any  such  conflicts,
violations, defaults, rights or Liens that individually or in the
aggregate   would  not  (x)  have  a  Material  Adverse   Effect,
(y)  materially impair the ability of the Borrower to perform its
obligations  under this Agreement or (z) prevent the consummation
of any of the transactions contemplated by this Agreement.

<PAGE>

     SECTION 5.03.      TAXES.  The Borrower has timely filed all
Returns  and  reports required to be filed by  it,  except  where
failure  to timely file would not have a Material Adverse Effect.
All  such  Returns and reports are complete and  accurate  except
where  the  failure to be complete or accurate would not  have  a
Material Adverse Effect.  The Borrower has paid or has set up  an
adequate  reserve for the payment of all Taxes shown  as  due  on
such  Returns except where the failure to do so would not have  a
Material Adverse Effect.  No deficiencies for any Taxes have been
asserted, proposed or assessed against the Borrower that have not
been  paid  or otherwise settled or reserved against, except  for
deficiencies  the  assertion, proposing or  assessment  of  which
would  not  have a Material Adverse Effect, and no  requests  for
waivers of the time to assess any such taxes are pending.   There
are no material Liens for Taxes (other than for current taxes not
yet due and payable) on the assets of the Borrower.

     SECTION 5.04.     COMPLIANCE WITH LAWS.  The Borrower has in
effect  all permits from approvals, authorizations, certificates,
filings,   franchises,  licenses,  notices,  permits,  variances,
exemptions,  orders and rights ("Permits") necessary  for  it  to
own,  lease or operate its properties and assets and to carry  on
its  business  as now conducted, and there has not  occurred  any
default  under any Permit, except for the absence of Permits  and
for   defaults  under  Permits  that,  individually  or  in   the
aggregate, have not had a Material Adverse Effect.  The  Borrower
is  in  compliance with all applicable Law, except where failures
to so comply, individually or in the aggregate, would not have  a
Material Adverse Effect.

     SECTION 5.05.    ENVIRONMENTAL MATTERS.  The Borrower is and
at  all times has been in full compliance with, and has not  been
and is not in violation of or liable under, any Environmental Law
(which compliance includes the possession by the Borrower of  all
Permits   required   under  applicable  Environmental   Law   and
compliance  with  the terms and conditions thereof),  except  for
such  failure to be in compliance which, individually or  in  the
aggregate, would not have a Material Adverse Effect.   There  are
no  pending  or,  to  the Knowledge of the  Borrower,  Threatened
claims,  orders, notices, administrative or judicial actions,  or
Encumbrances,  relating  to  environmental,  health,  and  safety
liabilities  arising under or pursuant to any federal,  state  or
local Environmental Laws, with respect to or affecting any of the
properties and assets (whether real, personal, or mixed) in which
the  Borrower has an interest, except for any such claim,  order,
notice,  administrative or judicial action, Encumbrance or  other
restriction  that  would not, individually or in  the  aggregate,
have a Material Adverse Effect.

     SECTION 5.06.    INTELLECTUAL PROPERTY.  Except as set forth
in  the  attached  SCHEDULE  5.06, the Borrower  owns  sufficient
right,  title  and interest in and to, or has valid  licenses  of
sufficient  scope and duration for, all patents,  patent  rights,
copyrights,  trademarks, service marks,  trade  names,  software,
trade  secrets,  confidential information and other  intellectual
property  material  to  the operation  of  the  business  of  the
Borrower  as currently conducted and as proposed to be  conducted
(the  "Intellectual Property Assets").  The Intellectual Property
Assets  are  free  and clear of all Liens which would  materially
impair  the  Borrower's ability to use the Intellectual  Property
Assets in the business of the Borrower as currently conducted  or
proposed to be conducted.  The Borrower has not granted any third
party any rights in and to the Intellectual Property Assets.   No
Intellectual  Property  Assets  of  the  Borrower  infringes,  or
conflicts  with, or to the Knowledge of the Borrower, is  alleged
to  infringe  upon  or  conflict with the  intellectual  property
rights  of  any third party.  The Borrower has no Knowledge  that
any  of its employees performing or managing key functions of the
Borrower is obligated under any contract

<PAGE>

(including  licenses, covenants or commitments of any nature)  or
other  agreement, or subject to any judgment, decree or order  of
any court or administrative agency, that would interfere with the
use  of such employee's best efforts to promote the interests  of
the  Borrower or that would conflict with the Borrower's business
as  proposed to be conducted.  To the Knowledge of the  Borrower,
neither  the  execution nor delivery of this Agreement,  nor  the
carrying  on of the Borrower's business by the employees  of  the
Borrower,  nor  the conduct of the business of  the  Borrower  as
proposed, will conflict with or result in a breach of the  terms,
conditions  or provisions of, or constitute a default under,  any
contract,  covenant  or  instrument  under  which  any  of   such
employees is now obligated, which conflict or breach would have a
Material  Adverse  Effect.  The Borrower  does  not  utilize  nor
intends  to  utilize any inventions of any of its  employees  (or
people  it  currently  intends  to  hire)  made  prior  to  their
employment by the Borrower.

     SECTION 5.07.   CERTAIN PAYMENTS.  Neither the Borrower, nor
any  of  the  directors, officers, agents, or  employees  of  the
Borrower, nor to the Knowledge of the Borrower, any other  Person
associated  with or acting for or on behalf of the Borrower,  has
directly  or  indirectly (a) made any contribution, gift,  bribe,
rebate, payoff, influence payment, kickback, or other payment  to
any  Person,  private or public, regardless of form,  whether  in
money, property, or services (i) to obtain favorable treatment in
securing  business,  (ii)  to  pay for  favorable  treatment  for
business  secured,  (iii) to obtain special  concessions  or  for
special  concessions already obtained, for or in respect  of  the
Borrower  or  any Affiliate of the Borrower, (b)  established  or
maintained  any  fund  or asset that has not  been  appropriately
recorded in the books and records of the Borrower, which  in  the
case of either clause (a) or (b) would be in violation of Law  or
would have a Material Adverse Effect.

     SECTION 5.08.    SECURITY DOCUMENTS.  The provisions of each
Security  Document providing for any Lien will  be  effective  to
create in favor of the Lender a legal, valid and enforceable Lien
in  all  right,  title  and  interest  of  the  Borrower  in  the
collateral  described  therein.  When financing  statements  have
been  duly filed and, when appropriate, possession or control  of
such  collateral  has  been taken by the  Lender,  each  Security
Document providing for the creation of a security interest  shall
constitute  a  fully perfected security interest  in  all  right,
title  and  interest of the Borrower in such collateral,  subject
only  to  any (i) prior Liens held by Lender and (ii)  any  Liens
expressly permitted under the terms of such Security Document and
set  forth  on  SCHEDULE 5.08 attached hereto (but  only  to  the
extent  such Liens are perfected or otherwise have priority  over
the Lien created by the Security Documents).

     SECTION 5.09.       BUSINESS PLAN MILESTONES.  The Financial
Milestones  and  the Contractual and Operational Milestones  have
been  derived from the Business Plan and each of them  have  been
prepared in good faith with a reasonable basis.

     SECTION 5.10.     ACCURACY OF INFORMATION.  All information,
exhibits  or reports with respect to Debtor that has been  or  is
hereafter furnished by or on behalf of Debtor to Secured Party is
or  will be, as of the date furnished to Secured Party, accurate,
correct and complete in all material respects.

     SECTION 5.11.   MATERIAL AGREEMENTS.  Except as set forth in
the attached SCHEDULE 5.11, the Borrower is not in default in the
performance, observance of fulfillment of any of the

<PAGE>

obligations,  covenants or conditions contained in any  agreement
or  instrument to which Borrower is a party, which default  could
reasonably be expected to have a Material Adverse Effect.

     SECTION 5.12.       LITIGATION.  Except as set forth in  the
attached  SCHEDULE  5.12,  there is no  litigation,  arbitration,
governmental investigation, proceeding or inquiry pending or,  to
Borrower's   Knowledge,  threatened  against  or  affecting   the
Borrower which could have a Material Adverse Effect.

                           ARTICLE VI

                            COVENANTS

     So  long as any Note remains unpaid, unless the Lender shall
otherwise consent in writing:

     SECTION 6.01.       FINANCIAL REPORTING.  The Borrower  will
maintain  a system of accounting established and administered  in
accordance with GAAP, and furnish to the Lender:

          (a)  Within 90 days after the close of each of its Fiscal
     Years, an  audit  report certified by independent certified
     public accountants, acceptable to the Lender, prepared in
     accordance with GAAP for itself, including balance sheets as
     of the end of such period, related profit and loss and
     reconciliation  of surplus statements, and a statement of
     cash flows, accompanied by (a) any management letter prepared
     by said accountants, and (b) a certificate of said accountants
     that, in the course of their examination necessary for their
     certification of the foregoing, they have obtained no
     knowledge of any Default or Event of Default, or if, in the
     opinion of such accountants, any Default or Event of Default
     shall exist, stating the nature and status thereof.

          (b)  Within 45 days after the close of the first three
     quarterly periods of each of its Fiscal Years, unaudited
     balance sheets as at the close of each such period and
     profit and loss and reconciliation of surplus statements and
     a statement of cash flows for the period from the beginning
     of such Fiscal Year to the end of such quarter, all certified
     by its President or the Chief Financial Officer.

          (c)  As soon as available, but in any event within 60
     days after the beginning of each Fiscal Year of the Borrower,
     a copy of the plan and forecast (including a projected
     consolidated and consolidating balance sheet, income statement
     and funds flow statement and updated projections) of the
     Borrower for such Fiscal Year.

          (d)  Together with the financial statements required
     hereunder, a compliance certificate in substantially the form
     of EXHIBIT B hereto  signed  by its chief financial officer
     showing  the calculations necessary to determine  compliance
     with this Agreement and stating that no Default or Event of
     Default exists, or if any Default or Event of Default exists,
     stating the nature and status thereof.

          (e)  Within 270 days after the close of each Fiscal Year,
     a statement of the

<PAGE>

     Unfunded Liabilities of each Single Employer Plan, certified
     as correct by an actuary enrolled under ERISA.

          (f)  As soon as possible and in any event within ten (10) days
     after the Borrower knows that any event has occurred which is a
     Termination Event with respect to any Plan which is subject to
     Title IV of ERISA, a statement, signed by the chief financial
     officer of the Borrower, describing said Termination Event and
     any  action which the Borrower proposes to take with respect
     thereto.

          (g)  As soon as possible and in any event within ten (10) days
     after receipt by the Borrower, a copy of (i) any notice, claim,
     complaint or order to the effect that the Borrower is or may be
     liable to any Person as a result of the release by the Borrower
     or  any  other  Person of any Hazardous Materials  into  the
     Environment or requiring that action be taken by the Borrower to
     respond to or clean up a Release of Hazardous Materials into the
     Environment, and (ii) any notice, complaint or citation alleging
     any violation of any Environmental Law or environmental permit by
     the Borrower.  Within ten (10) days after the Borrower having
     Knowledge of the proposal, enactment or promulgation of  any
     Environmental Law which would have a Material Adverse Effect, the
     Borrower shall provide the Lender with written notice thereof.

          (h)  Promptly upon the furnishing thereof to the stockholders of
     Borrower, copies of all financial statements, reports and proxy
     statements so furnished.

          (i)  Promptly, and in any event within five (5) days after the
     filing thereof, copies of any reports which the Borrower files
     with the SEC.

          (j)  Such other information (including non-financial information)
     as the Lender may from time to time reasonably request.

     SECTION 6.02.    USE OF PROCEEDS.  The Borrower will use the
proceeds  of  the  Advances  for  working  capital  and   general
corporate purposes in accordance with the Borrower's August  2001
business  plan, dated August 12, 2001, prepared by management  of
the  Borrower  which includes financial projections and  budgeted
capital expenditures (the "Business Plan").  The Business Plan is
the  most  current  Business Plan prepared by management  of  the
Borrower and presented to Borrower's board of directors.  A  copy
of  the  Business Plan was delivered to the Lender prior  to  the
date   of  this  Agreement.   The  Borrower  will  not  use   any
identifiable  portion of the Advances to purchase  or  carry  any
Margin Stock.

     SECTION 6.03.      NOTICE OF DEFAULT  The Borrower will give
prompt  notice in writing to the Lender of the occurrence of  any
Default or Event of Default and of any other development relating
to  the  Borrower, financial or other, which could reasonably  be
expected to have a Material Adverse Effect.

     SECTION 6.04.  CONDUCT OF BUSINESS.  The Borrower will carry
on  and conduct its business in generally the same manner and  in
generally  the  same  fields of enterprise  as  it  is  presently
conducted  and  to  do  all  things  necessary  to  remain   duly
incorporated, validly existing and in good standing as a domestic
corporation in its jurisdiction of incorporation and, except

<PAGE>

where  the  failure  to do so would not have a  Material  Adverse
Effect,  maintain all requisite authority to conduct its business
in each jurisdiction in which its business is conducted.

     SECTION  6.05.       TAXES.  The Borrower will  timely  file
complete   and  correct  United  States  federal  and  applicable
foreign,  state and local tax returns required by applicable  law
and  pay when due all taxes, assessments and governmental charges
and  levies  upon  it or its income, profits or Property,  except
those  which  are  being diligently contested in  good  faith  by
appropriate  proceedings  and  with  respect  to  which  adequate
reserves have been set aside.

     SECTION 6.06.    INSURANCE.  The Borrower will maintain with
financially sound and reputable insurance companies insurance  on
all  its Property in such amounts and covering such risks  as  is
consistent with sound business practice, and will furnish to  the
Lender upon request full information as to the insurance carried.

     SECTION 6.07.       COMPLIANCE WITH LAWS.  The Borrower will
comply   with  all  laws,  rules,  regulations,  orders,   writs,
judgments,  injunctions, decrees or awards to  which  it  may  be
subject,  the failure to comply with which would have a  Material
Adverse Effect.

     SECTION 6.08.  MAINTENANCE OF PROPERTIES.  The Borrower will
do  all  things  necessary  and consistent  with  sound  business
practices to maintain, preserve, protect and keep its Property in
good  repair,  working order and condition, and, consistent  with
sound  business practices, make all necessary and proper repairs,
renewals  and  replacements so that its business  carried  on  in
connection therewith may be properly conducted at all times.

     SECTION 6.09.      INSPECTION.  The Borrower will permit the
Lender, by its representatives and agents, to inspect any of  the
Property,  corporate books and financial records of the Borrower,
to  examine  and make copies of the books of accounts  and  other
financial  records of the Borrower, and to discuss  the  affairs,
finances and accounts of the Borrower with, and to be advised  as
to  the  same  by,  their respective officers at such  reasonable
times and intervals as the Lender may designate.

     SECTION 6.10.  INVESTMENTS AND PURCHASES.  The Borrower will
not  make  or  suffer  to  exist any Investments  or  commitments
therefor,  or  become or remain a partner in any  partnership  or
joint venture, or make any Purchase of any Person.

     SECTION 6.11.   LIENS.  The Borrower will not create, incur,
or  suffer  to  exist any Lien in, of or on the Property  of  the
Borrower, except:

          (a)  Liens for taxes, assessments or governmental charges or
     levies on its Property if the same shall not at the time  be
     delinquent or thereafter can be paid without penalty, or are
     being contested in good faith and by appropriate proceedings and
     for which adequate reserves in accordance with GAAP shall have
     been set aside on its books;

          (b)  Liens imposed by law, such as landlords', carriers',
     warehousemen's and mechanics' liens and other similar  liens
     arising in the ordinary course of business which secure payment
     of obligations not more than 60 days past due or which are being
     contested in good faith by appropriate proceedings and for which
     adequate reserves in

<PAGE>

     accordance with GAAP shall have been set aside on its books;

          (c)  Liens arising out of pledges or deposits under worker's
     compensation laws, unemployment insurance, old age pensions, or
     other  social  security or retirement benefits,  or  similar
     legislation;

          (d)  Utility easements, building restrictions and such other
     encumbrances or charges against real property as are of a nature
     generally  existing with respect to properties of a  similar
     character and which do not in any material way adversely affect
     the marketability of the same or interfere with the use thereof
     in the business of the Borrower;

          (e)  Liens existing on the date hereof as disclosed on SCHEDULE
     5.08;

          (f)  Liens on Property in existence at the time of acquisition of
     such Property by the Borrower;

          (g)  Deposits to secure the performance of bids, trade contracts
     (other than for borrowed money), leases, statutory obligations,
     surety and appeal bonds, performance bonds, and other obligations
     of a like nature incurred in the ordinary course of business by
     the Borrower;

          (h)  Liens created by the Loan Documents; and

          (i)  Liens arising from or in connection with a Permitted
     Telecommunication Asset Sale.

     SECTION 6.12.      AFFILIATES.  The Borrower shall not enter
into any transaction (including, without limitation, the purchase
or  sale of any Property or service) with, or make any payment or
transfer to, any other Affiliate except in the Ordinary Course of
Business  and  pursuant  to the reasonable  requirements  of  the
Borrower's  business and upon fair and reasonable terms  no  less
favorable  to the Borrower than the Borrower would  obtain  in  a
comparable arms-length transaction.

     SECTION 6.13.    CHANGE IN CORPORATE STRUCTURE; FISCAL YEAR.
The  Borrower  shall not (a) permit any amendment or modification
to be made to its certificate of incorporation or bylaws which is
adverse  to  the  interests of the Lender or (b) subject  to  the
Lender's   consent  (which  consent  shall  not  be  unreasonably
withheld),  change its Fiscal Year to end on any date other  than
December 31 of each year.

     SECTION 6.14.   INCONSISTENT AGREEMENTS.  The Borrower shall
not  enter  into  any indenture, agreement, instrument  or  other
arrangement which contains any provision which would be  violated
or  breached  by the making of Advances or by the performance  by
the  Borrower of any of the Borrower's obligations under any Loan
Document.

     SECTION 6.15.   ASSET SALES. The Borrower will not, directly
or  indirectly,  assign, license, sell or  transfer  any  of  the
Borrower's  Property  other  than  in  the  ordinary  course   of
business.   In  addition,  Borrower  will  not  engage   in   any
Telecommunication Asset Sale involving

<PAGE>

Property  which  is  part  of Borrower's  "metro"  or  "regional"
business (as described in the Business Plan), whether or not such
Telecommunication  Asset  Sale  is  in  the  ordinary  course  of
business, without first obtaining the Lender's written consent to
such  sale.   All  cash  proceeds from the  sale  of  Collateral,
including cash proceeds from a Permitted Telecommunication  Asset
Sale,  shall  be  used  to  prepay the Loan  in  accordance  with
ARTICLE III hereof.

     SECTION 6.16.       FURTHER ASSURANCES.  The Borrower  shall
execute  and  file all such further instruments and perform  such
other acts as the Lender may determine are necessary or advisable
to  maintain  the  first  priority  of  the  Liens  and  security
interests  created  by  the Security Documents  in  all  property
subject  thereto or otherwise to carry out the purposes  of  this
Agreement.

                           ARTICLE VII

                        EVENTS OF DEFAULT

     The  occurrence  of any one or more of the following  events
shall constitute an Event of Default:

     SECTION 7.01.       Any representations or warranties of the
Borrower  made or deemed made by or on behalf of the Borrower  to
the  Lender  under  or  in connection with  this  Agreement,  any
Advance,  or  in  any  certificate or  information  delivered  in
connection with this Agreement or any other Loan Document are not
true  and  correct  (i)  as  of the  date  referred  to  in  such
representations or warranties that addresses a  matter  as  of  a
particular  date  and  (ii) as to all other  representations  and
warranties as of the date of such representation or warranty.

     SECTION 7.02.  Nonpayment of principal of any Note when due,
or  nonpayment of interest upon a Note or other obligations under
any  of  the Loan Documents within five (5) days after  the  same
becomes due.

     SECTION 7.03.       The breach by the Borrower of any of the
terms or provisions of SECTIONS 6.02, 6.11, 6.13 or 6.14.

     SECTION 7.04.       The breach by the Borrower (other than a
breach  which constitutes a Default under SECTION 7.01,  7.02  or
7.03) of any of the terms or provisions of this Agreement, in any
such  case,  which  is not remedied within five  (5)  days  after
written notice to the Borrower from the Lender.

     SECTION  7.05.        Failure of the  Borrower  to  pay  any
Indebtedness  when  due; or the default by the  Borrower  in  the
performance of any term, provision or condition contained in  any
agreement  under  which  any  Indebtedness  was  created  or   is
governed, or any other event shall occur or condition exist,  the
effect  of  any of which is to cause, or to permit the holder  or
holders  of  such  Indebtedness to cause,  such  Indebtedness  to
become due prior to its stated maturity; or any such Indebtedness
of  the  Borrower  shall be declared to be  due  and  payable  or
required  to  be  prepaid (other than by  a  regularly  scheduled
payment)  prior to the stated maturity thereof; or  the  Borrower
shall  not  pay, or admit in writing its inability  to  pay,  its
debts generally as they become due.

<PAGE>

     SECTION 7.06.       The Borrower 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 SECTION 7.06, (f) fail to contest in good faith any
appointment or proceeding described in SECTION 7.07 or (g) become
unable to pay, not pay, or admit in writing its inability to pay,
its debts generally as they become due.

     SECTION 7.07.   Without the application, approval or consent
of  the  Borrower, a receiver, trustee, examiner,  liquidator  or
similar  official  shall be appointed for  the  Borrower  or  any
Substantial Portion of its Property, or a proceeding described in
SECTION  7.06(D)  shall be instituted against the  Borrower,  and
such   appointment  continues  undischarged  or  such  proceeding
continues  undismissed or unstayed for a period  of  thirty  (30)
consecutive days.

     SECTION 7.08.      Any Governmental Authority shall condemn,
seize  or  otherwise appropriate, or take custody or  control  of
(each  a  "CONDEMNATION"), all or any portion of the Property  of
the  Borrower which, when taken together with all other  Property
of  the  Borrower  so condemned, seized, appropriated,  or  taken
custody or control of, during the twelve-month period ending with
the  month  in which any such Condemnation occurs, constitutes  a
Substantial Portion.

     SECTION 7.09.     The Borrower shall fail within thirty (30)
days  to pay, bond or otherwise discharge any judgments or orders
for  the  payment of money in an aggregate amount  in  excess  of
$100,000,  which  are  not stayed on appeal  or  otherwise  being
appropriately contested in good faith.

     SECTION  7.10.       The Unfunded Liabilities of all  Single
Employer  Plans  shall exceed in the aggregate  $100,000  or  any
Reportable Event shall occur in connection with any Plan.

     SECTION 7.11.       The Borrower or any other member of  the
Controlled  Group shall have been notified by the  sponsor  of  a
Multiemployer Plan that it has incurred withdrawal  liability  to
such  Multiemployer Plan in an amount which, when aggregated with
all  other amounts required to be paid to Multiemployer Plans  by
the  Borrower  or  any  other member of the Controlled  Group  as
withdrawal  liability  (determined  as  of  the  date   of   such
notification), exceeds $100,000.

     SECTION 7.12.       The Borrower or any other member of  the
Controlled  Group shall have been notified by the  sponsor  of  a
Multiemployer   Plan   that  such  Multiemployer   Plan   is   in
reorganization  or  is being terminated, within  the  meaning  of
Title  IV  of  ERISA,  if as a result of such  reorganization  or
termination  the aggregate annual contributions of  the  Borrower
and  the other members of the Controlled Group (taken as a whole)
to  all  Multiemployer Plans which are then in reorganization  or
being  terminated have been or will be increased over the amounts
contributed  to such Multiemployer Plans for the respective  plan
years of each such


<PAGE>

Multiemployer Plan immediately preceding the plan year  in  which
the  reorganization or termination occurs by an amount  exceeding
$100,000.

     SECTION 7.13.       The Borrower shall be the subject of any
proceeding  or  investigation pertaining to the  release  by  the
Borrower or any other Person of any toxic or hazardous waster  or
substance into the Environment, or any violation of any  federal,
state or local environmental, health or safety law or regulation,
which,  in  either case, could reasonably be expected to  have  a
Material Adverse Effect.

     SECTION 7.14.  The failure of any Security Document, for any
reason, to be in full force and effect.

     SECTION 7.15.       The occurrence of a default or Event  of
Default  under  any other agreement, instrument  and/or  document
between  Lender and Borrower, including, without limitation,  any
Note or Security Document, which is not cured within the time, if
any,  specified  therefor  in  such other  agreement,  instrument
and/or document.

                          ARTICLE VIII

         ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

     SECTION  8.01.       ACCELERATION.  If any Event of  Default
described  in  SECTION 7.06 or 7.07 occurs with  respect  to  the
Borrower,  the  obligations  of  the  Lender  to  make   Advances
hereunder shall automatically terminate and the Obligations shall
immediately become due and payable without any election or action
on the part of the Lender.  If any other Event of Default occurs,
the Lender may terminate or suspend the obligations of the Lender
to  make Advances hereunder, or declare the Obligations to be due
and  payable,  or  both, whereupon the Obligations  shall  become
immediately due and payable, without presentment, demand, protest
or  notice of any kind, all of which each of the Borrower  hereby
expressly waives.

     Within  ten  (10)  Business Days after acceleration  of  the
maturity of the Obligations or termination of the obligations  of
the Lender to make Advances hereunder as a result of any Event of
Default  (other than any Event of Default as described in SECTION
7.06  or  7.07  with  respect to the  Borrower)  and  before  any
judgment  or decree for the payment of the Obligations due  shall
have  been  obtained  or entered, the Lender  may  (in  its  sole
discretion),  by notice to the Borrower, rescind and  annul  such
acceleration and/or termination.

     SECTION 8.02.      AMENDMENTS.  Subject to the provisions of
this  ARTICLE  VIII, the Lender and the Borrower may  enter  into
agreements  supplemental  hereto for the  purpose  of  adding  or
modifying any provisions to the Loan Documents or changing in any
manner  the  rights  of the Lender or the Borrower  hereunder  or
waiving any Default hereunder.

     SECTION 8.03.  PRESERVATION OF RIGHTS.  No delay or omission
of  the  Lender  to exercise any right under the  Loan  Documents
shall  impair  such right or be construed to be a waiver  of  any
Default  or an acquiescence therein, and the making of an Advance
notwithstanding  the existence of a Default or the  inability  of
the  Borrower to satisfy the conditions precedent to such Advance
shall  not constitute any waiver or acquiescence.  Any single  or
partial exercise of any such right

<PAGE>

shall  not  preclude  other or further exercise  thereof  or  the
exercise  of any other right, and no waiver, amendment  or  other
variation  of  the terms, conditions or provisions  of  the  Loan
Documents  whatsoever shall be valid unless  in  contained  in  a
writing  signed  by the Lender, and then only to the  extent  set
forth  in  such  writing.  All remedies  contained  in  the  Loan
Documents or afforded by law shall be cumulative and all shall be
available to the Lender until the Obligations have been  paid  in
full.

                           ARTICLE IX

                             SETOFF

     In addition to, and without limitation of, any rights of the
Lender  under applicable law, if any Default or Event of  Default
occurs,  any  and  all deposits (including all account  balances,
whether  provisional  or final and whether or  not  collected  or
available) and any other Indebtedness at any time held  or  owing
by the Lender or any Affiliate of the Lender to or for the credit
or  account of the Borrower may be offset and applied toward  the
payment  of the Obligations owing to the Lender or such Affiliate
of  the  Lender,  whether  or not the Obligations,  or  any  part
hereof, shall then be due or have matured.

                            ARTICLE X

                BENEFIT OF AGREEMENT; ASSIGNMENTS

     SECTION  10.01.      SUCCESSORS AND ASSIGNS.  The terms  and
provisions of the Loan Documents shall be binding upon and  inure
to  the  benefit  of  the  Borrower  and  the  Lender  and  their
respective  successors and assigns, except that (a) the  Borrower
shall  not  have  the right to assign any rights  or  obligations
under  the  Loan Documents, and (b) any assignment by the  Lender
must  be made in compliance with SECTION 10.02.  Any assignee  or
transferee of any Note agrees by acceptance thereof to  be  bound
by  all  the  terms  and provisions of the Loan  Documents.   Any
request, authority or consent of any Person, who at the  time  of
making  such request or giving such authority or consent  is  the
holder  of  the  Note, shall be conclusive  and  binding  on  any
subsequent holder, transferee or assignee of such Note or of  any
note or notes issued in exchange therefor.

     SECTION 10.02.      ASSIGNMENTS BY THE LENDER.

          10.02.1.   ASSIGNMENTS  OF  THIS  AGREEMENT   AND   THE
OBLIGATIONS  THEREUNDER.   An  Assignment  or  transfer  of  this
Agreement  may be made without the prior consent of the  Borrower
(i)  by  the Lender to any of its Affiliates, provided  that  any
such  assignment or transfer to such Affiliate shall not  release
the  Lender  from  the  obligations  of  the  Lender  under  this
Agreement,   or  (ii)  pursuant  to  any  merger   or   sale   of
substantially  all of the assets or stock of the Lender  or  such
Affiliates  (or  any  transaction having  such  effect)  that  is
pursuant  to  an agreement entered into after the  date  of  this
Agreement  and  pursuant to which in the case of  a  purchase  of
substantially  all of the assets or stock of the Lender  or  such
Affiliates,  the  party purchasing such assets or  stock  of  the
Lender  or such Affiliates assumes the obligations of the  Lender
under this Agreement.

<PAGE>

          10.02.2.   TRANSFERS OF THE NOTES.  The Lender  may  in
accordance  with applicable law and without the prior consent  of
the Borrower, at any time, transfer and assign all or part of the
Notes  to  one or more Persons ("Transferees").  In the  case  of
such  an  assignment or transfer, the Lender shall surrender  the
Notes  subject to such assignment to the Borrower  prior  to  the
transfer  and assignment being effective and the Borrower  shall,
simultaneously with such surrender, reissue and deliver new Notes
in  the  same  aggregate  outstanding  principal  amount  as  the
surrendered Note in the name of such holders as requested by  the
Lender.   On  or  after the effective date of such  transfer  and
assignment,  (a) each such Transferee shall acquire  all  of  the
rights  of  the Lender in the Notes assigned to such  Transferee,
and  (b)  the  Lender  shall  remain  subject  to  the  Aggregate
Commitment and Loans.

          10.02.3.   ADMINISTRATION.   As  a  condition  to   any
transfer  or assignment of the Notes pursuant to SECTION 10.02.2,
each Transferee shall appoint the Lender (or any other Person  to
whom  this Agreement has been assigned in accordance with SECTION
10.02.1 or with the consent of the Borrower) (the "Agent") to act
as  agent  of such Transferee, provided that the Agent shall  not
have  a fiduciary relationship in respect of the Borrower or  any
Transferee  of  the Notes.  The Agent shall exclusively  exercise
such powers under this Agreement as are specifically delegated to
the  Lender  by the terms hereof, including the right to  receive
notices,  requests, waivers, instructions, information  regarding
the Borrower, consents and other documents which the Borrower may
be  required  to deliver pursuant to this Agreement.   The  Agent
shall  have  no  implied  duties  to  the  Transferees,  or   any
obligation to the Transferees to take any action thereunder.

     SECTION 10.03.   DISSEMINATION OF INFORMATION.  The Borrower
authorizes  the  Lender to disclose to any Person  to  whom  this
Agreement  is  being  assigned pursuant  to  SECTION  10.02.1  or
Transferees under SECTION 10.02.2 any and all information in  the
Lender's  possession  concerning  the  creditworthiness  of   the
Borrower, subject however, to the Lender obtaining an appropriate
confidentiality agreement respecting such information.

                           ARTICLE XI

                          MISCELLANEOUS

     SECTION 11.01.   NOTICES.  Unless otherwise provided herein,
any notice, request, waiver, instruction, consent or document  or
other  communication required or permitted to be  given  by  this
Agreement  shall  be effective only if it is in writing  and  (a)
delivered  by  hand  or  sent by certified mail,  return  receipt
requested,  (b)  if  sent  by  a nationally-recognized  overnight
delivery  service with delivery confirmed, or (c) if  telexed  or
telecopied, with receipt confirmed as follows:

        The Borrower:      Digital Teleport, Inc.
                           8112 Maryland Avenue
                           St. Louis, MO 63105
                           Attn:  President
                           Facsimile:  (314) 880-1999

<PAGE>

        with a copy to:    Digital Teleport, Inc.
                           8112 Maryland Avenue
                           St. Louis, MO 63105
                           Attn:  CFO
                           Facsimile:  (314) 880-1999

        and a copy to:     Digital Teleport, Inc.
                           8112 Maryland Avenue
                           St. Louis, MO 63105
                           Attn:  General Counsel
                           Facsimile:  (314) 880-1999

        The Lender:        KLT Telecom Inc.
                           10740 Nall, Suite 230
                           Overland Park, KS 66211
                           Attn:  President
                           Facsimile:  (913) 967-4340

        with a copy to:    KLT Inc.
                           10740 Nall, Suite 230
                           Overland Park, Kansas 66211
                           Attn:  General Counsel
                           Facsimile:  (913) 967-4340

The  Parties  shall promptly notify each other of any  change  in
their  respective addresses or facsimile numbers or of the Person
or  office  to  receive notices, requests or other communications
under  this SECTION 11.01.  Notice shall be deemed to  have  been
given  as of the date when so personally delivered, when actually
delivered  by the U.S. Postal Service at the proper address,  the
next  day  when delivered during business hours to  an  overnight
delivery service properly addressed or when receipt of a telex or
telecopy  is  confirmed, as the case may be, unless  the  sending
party  has actual Knowledge that such notice was not received  by
the intended recipient.

     SECTION 11.02.   ENTIRE AGREEMENT.  This Agreement, together
with  all  Loan Documents, Schedules and Exhibits hereto,  and  a
certain  letter agreement between the Parties concerning SCHEDULE
5.02,  embody  the  entire  agreement and  understanding  of  the
Parties  in  respect  to  the  matters  contemplated  hereby  and
supersedes  and renders null and void all other prior  agreements
and understandings, written and oral, with respect to the subject
matters  hereof, PROVIDED that this provision shall not  abrogate
any   other  written  agreement  between  the  Parties   executed
simultaneously with this Agreement.  No Party shall be liable  or
bound  to  any  other  Party  in  any  manner  by  any  promises,
conditions,  representations, warranties,  covenants,  agreements
and  understandings, except as specifically set forth  herein  or
therein.

     SECTION 11.03.     WAIVER.  Except as otherwise permitted in
this Agreement, the terms or conditions of this Agreement may not
be  waived  unless  set forth in a writing signed  by  the  Party
entitled  to  the  benefits thereof.  No waiver  of  any  of  the
provisions  of this Agreement shall be deemed or shall constitute
a  waiver of such provision at any time in the future or a waiver
of  any  other provision hereof.  The rights and remedies of  the
Parties are cumulative and not alternative.

<PAGE>

Except  as  otherwise  provided in this  Agreement,  neither  the
failure nor any delay by any Party in exercising any right, power
or  privilege under this Agreement, or the documents referred  to
in  this  Agreement or therein will operate as a waiver  of  such
right,  power or privilege, and no single or partial exercise  of
any  such  right, power or privilege will preclude any  other  or
further  exercise  of  such  right, power  or  privilege  or  the
exercise of any other right, power or privilege.

     SECTION 11.04.      GOVERNING LAW.  This Agreement shall  be
governed  by  and construed in accordance with the  laws  of  the
State of Missouri, without regard to conflict of laws principles.

     SECTION 11.05.    SEVERABILITY.  If any term or provision of
this Agreement or the application thereof to either party or  set
of circumstances shall, in any jurisdiction and to any extent, be
finally  held  invalid or unenforceable, such term  or  provision
shall  only be ineffective as to such jurisdiction, and  only  to
the  extent  of  such  invalidity  or  unenforceability,  without
invalidating  or  rendering  unenforceable  any  other  terms  or
provisions  of  this Agreement or under any other  circumstances,
and  the  parties  shall  negotiate in good  faith  a  substitute
provision which comes as close as possible to the invalidated  or
unenforceable term or provision, and which puts each party  in  a
position  as  nearly comparable as possible to  the  position  it
would  have  been  in  but  for  the  finding  of  invalidity  or
unenforceability, while remaining valid and enforceable.

     SECTION 11.06. COUNTERPARTS.  This Agreement may be executed
in  one  or more counterparts each of which when so executed  and
delivered shall for all purposes be deemed to be an original  but
all  of which, when taken together, shall constitute one and  the
same Agreement.

     SECTION 11.07.    HEADINGS.  The table of contents, captions
and  headings used in this Agreement are inserted for convenience
only and shall not be deemed to constitute part of this Agreement
or to affect the construction or interpretation hereof.

     SECTION 11.08.     NO THIRD-PARTY BENEFICIARIES.  Nothing in
this  Agreement, express or implied, shall create or confer  upon
any  Person  (including but not limited to any employees),  other
than  the  Parties or their respective successors  and  permitted
assigns,  any  legal or equitable rights, remedies,  obligations,
liabilities  or  claims under or with respect to this  Agreement,
except as expressly provided herein.

     SECTION 11.09.      INTERPRETATION.

     (a)   Unless  specifically stated otherwise,  references  to
Articles,  Sections, Exhibits and Schedules  refer  to  Articles,
Sections,  Exhibits and Schedules in this Agreement.   References
to  "includes" and "including" mean "includes without limitation"
and  "including  without limitation."  Whenever the  context  may
require,  any  pronoun shall include the corresponding  masculine
feminine  and  neuter forms.  Unless the context shall  otherwise
require  or  provide,  any reference to any  agreement  or  other
instrument  or  statute  or  regulation  is  to  such  agreement,
instrument statute or regulation as amended and supplemented from
time to time (and, in the case of a statute or regulation, to any
successor provision).

<PAGE>

     (b)   Each  Party is a sophisticated legal entity  that  was
advised  by  experienced counsel and, to  the  extent  it  deemed
necessary,  other  advisors in connection  with  this  Agreement.
Accordingly,  each Party hereby acknowledges that  no  Party  has
relied  or  will  rely  in  respect  of  this  Agreement  or  the
transactions contemplated hereby upon any document or written  or
oral  information previously furnished to or discovered by it  or
its  representatives, other than this Agreement or the  documents
and instruments delivered on the date of this Agreement.

     (c)  No provision of this Agreement shall be interpreted  in
favor  of, or against, any of the Parties by reason of the extent
to  which  any  such  Party or its counsel  participated  in  the
drafting  thereof or by reason of the extent to  which  any  such
provision is inconsistent with any prior draft hereof or thereof.

     SECTION 11.10.   INCLUSION OF INFORMATION IN SCHEDULES.  The
inclusion  of  any information in any Schedule (i) shall  not  be
deemed  an  admission that any such information is  material  for
purposes  of the representation and warranty to which it  relates
or any other representation and warranty or for any other purpose
related  to  this  Agreement  or  the  transactions  contemplated
hereby,   including  for  purposes  of  any  covenants,   closing
conditions  or  any  other remedies the  Parties  may  have,  and
(ii)  shall not be used or interpreted in any manner to create  a
standard of materiality for any such purpose.

     SECTION 11.11.     AMENDMENT.  No amendment, modification or
alteration   of  the  terms  or  provisions  of  this  Agreement,
including any Schedules and Exhibits hereto or thereto, shall  be
binding unless the same shall be in writing and duly executed  by
the Party against whom such amendment, modification or alteration
is sought to be enforced.

     SECTION 11.12.   EFFECTIVENESS OF AGREEMENT.  This Agreement
shall become effective as of the date of this Agreement.

     SECTION 11.13.      FORCE MAJEURE.  The Lender shall have no
obligation  to make any further Advances under, or  otherwise  be
obligated  to  perform, carry out or observe any  of  the  terms,
conditions or covenants set forth in, this Agreement at any  time
subsequent  to  the occurrence of an Event of Force  Majeure  (as
hereinafter defined).  The term "Event of Force Majeure" as  used
in  this  Agreement shall mean and include any of  the  following
which occurs after the date of this Agreement or, in the case  of
any  of  the  following  which exist  as  of  the  date  of  this
Agreement, a material acceleration or worsening thereof: (i)  any
general suspension or material limitation of trading in,  or  any
limitation  on  prices  for,  securities  on  any  United  States
national securities exchange, the NASDAQ Stock Market or  in  the
over-the-counter  market;  (ii)  the  declaration  of  a  banking
moratorium or any suspension of payments in respect of  banks  in
the  United  States  or  a moratorium or  suspension  in  foreign
exchange  trading declared by major international  banks  or  any
governmental authority; (iii) the commencement or escalation of a
war,  armed  hostilities,  national emergency,  international  or
national  crisis  or  calamity, acts of  a  public  enemy,  riot,
sabotage,  insurrection, blockade or embargo, in  any  such  case
directly  or  indirectly involving the United  States;  (iv)  any
limitation   (whether  or  not  mandatory)  by  any  Governmental
Authority  on,  or  any  other event which  could,  in  the  sole
judgment  of the Lender, affect the extension of credit by  banks
or  other  lending  institutions in the United  States;  (v)  any
change  in  the general political, market, economic or  financial
conditions in the United States or abroad that could, in the sole
judgment of the Lender, have a material adverse effect on the

<PAGE>

business,   condition  (financial  or  otherwise),   results   of
operations,  prospects, operations or assets of the Borrower  and
its  subsidiaries, taken as a whole, or otherwise could,  in  the
sole  judgment of the Lender, materially impair in  any  way  the
contemplated  future conduct of the business of the  Borrower  or
any  of  its  subsidiaries, or materially impair the contemplated
benefits  to  the Lender of this Agreement (any  such  effect  is
referred to hereinafter as a "Borrower Material Adverse Effect"),
(vi) the enactment, publication, decree, or other promulgation of
any  statute,  rule,  regulation, or order  of  any  Governmental
Authority which, in the sole judgment of the Lender, could have a
Borrower Material Adverse Effect, (vii) the taking of any  action
by  Governmental Authority in respect of monetary or  (including,
without  limitation, a devaluation of currency) which  could,  in
the  sole judgment of the Lender, have a material adverse  effect
on  the  securities  markets in the United States,  (viii)  fire,
storm, flood, earthquake, explosion, or other acts of nature, God
or  public enemy that could, in the sole judgment of the  Lender,
have  a  Borrower  Material Adverse Effect, (ix)  labor  strikes,
disputes,  lockouts  or other labor troubles  causing  cessation,
slowdown  or  interruptions  of work  that  could,  in  the  sole
judgment of the Lender, have a Borrower Material Adverse  Effect,
or  (x)  shortages  or  delays in obtaining adequate  labor,  raw
materials,  equipment or transportation, interruption of  utility
services  or  accidents that could, in the sole judgment  of  the
Lender, have a Borrower Material Adverse Effect.

     SECTION 11.14.      EXPENSES; INDEMNIFICATION.  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 Loan Documents.  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 Agreement, the  other  Loan
Documents, the transactions contemplated hereby or the direct  or
indirect  application or proposed application of the proceeds  of
any Advance hereunder except to the extent such obligations arise
from  the  gross negligence or willful misconduct of the  Lender.
The  obligations of the Borrower under this Section shall survive
the termination of this Agreement.

     SECTION 11.15. EXCLUSIVE JURISDICTION AND CONSENT TO SERVICE
OF  PROCESS.  THE PARTIES AGREE THAT ANY ACTION ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE NOTES, THE LOAN DOCUMENTS OR  THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL BE INSTITUTED IN A FEDERAL
COURT  SITTING  IN MISSOURI OR STATE COURT SITTING  IN  MISSOURI,
WHICH  SHALL  BE  THE EXCLUSIVE VENUE OF ANY SUCH  ACTION.   EACH
PARTY  WAIVES ANY OBJECTION WHICH SUCH PARTY MAY NOW OR HEREAFTER
HAVE  TO  THE LAYING OF VENUE OF ANY SUCH ACTION, AND IRREVOCABLY
CONSENTS  AND SUBMITS TO THE JURISDICTION OF ANY SUCH COURT  (AND
THE  APPROPRIATE APPELLATE COURTS) IN ANY SUCH ACTION.   ANY  AND
ALL SERVICE OF PROCESS

<PAGE>

AND  ANY  OTHER  NOTICE  IN ANY SUCH ACTION  SHALL  BE  EFFECTIVE
AGAINST  SUCH  PARTY WHEN TRANSMITTED IN ACCORDANCE WITH  SECTION
11.01.   NOTHING CONTAINED HEREIN SHALL BE DEEMED TO  AFFECT  THE
RIGHT  OF  ANY PARTY TO SERVE PROCESS IN ANY MANNER PERMITTED  BY
LAW.

     SECTION 11.16.     WAIVER OF JURY TRIAL.  THE PARTIES HERETO
MUTUALLY, EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE  TRIAL
BY  JURY  FOR  ANY  PROCEEDINGS  ARISING  OUT  OF,  UNDER  OR  IN
CONNECTION  WITH  THIS AGREEMENT, OR ANY OTHER  DOCUMENT  ENTERED
INTO  BY BORROWER AND LENDER IN CONNECTION WITH THIS TRANSACTION,
OR  ANY  CONDUCT  RELATING TO THIS AGREEMENT OR  THE  LOANS  MADE
HEREUNDER OR THE DEBTOR-CREDITOR RELATIONSHIP ESTABLISHED HEREBY,
INCLUDING WITH REGARD TO ANY COUNTERCLAIMS, CAUSES OF ACTION, AND
DEFENSES  WHETHER BASED IN CONTRACT OR TORT OR  OTHERWISE.   THIS
WAIVER IS GRANTED IN THE INTEREST OF AVOIDING DELAYS AND EXPENSES
ASSOCIATED  WITH  JURY TRIALS.   THE PARTIES  HERETO  ACKNOWLEDGE
THAT  THEY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT IN PART
BY THE PROVISIONS OF THIS PARAGRAPH.

       [THE BALANCE OF THIS PAGE LEFT BLANK INTENTIONALLY]

NOTICE TO DEBTOR

     NO ORAL AGREEMENTS; ENTIRE AGREEMENT.   ORAL AGREEMENTS OR
     COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM
     ENFORCING REPAYMENT OF A DEBT, INCLUDING PROMISES TO EXTEND
     OR RENEW SUCH DEBT, ARE NOT ENFORCEABLE.  TO PROTECT YOU,
     THE BORROWER, AND US, THE LENDER, FROM MISUNDERSTANDING OR
     DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH
     MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE
     AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT
     AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

The Lender:    /s/ MRS
               Initials

The Borrower:  /s/ GWD
               Initials

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

                      DIGITAL TELEPORT, INC

                      By: /s/ Gary W. Douglass
                      Print Name: Gary W. Douglass
                      Title: SVP & CFO


                      KLT TELECOM INC.

                      By: /s/ Mark R. Schroeder
                      Print Name: Mark R. Schroeder
                      Title: President


               SIGNATURE PAGE FOR CREDIT AGREEMENT