EXHIBIT 10.32

                       DTI HOLDINGS, INC.
                     2001 STOCK OPTION PLAN

                            SECTION 1
                          INTRODUCTION

1.1     ESTABLISHMENT.  DTI Holdings, Inc., a corporation organized
        and existing under the laws of the state of Missouri (the
        "Company") hereby establishes the DTI Holdings, Inc. 2001 Stock
        Option Plan (the "Plan") for certain eligible employees and non-
        employee directors of the Company and its majority-owned
        subsidiaries.

1.2     PURPOSE.  The purpose of this Plan is to encourage employees
        and non-employee directors of the Company and its affiliates and
        subsidiaries to acquire a proprietary and vested interest in the
        growth and performance of the Company.  The Plan is also designed
        to assist the Company in attracting and retaining employees and
        non-employee directors by providing them with the opportunity to
        participate in the success and profitability of the Company.

                            SECTION 2
                           DEFINITIONS

2.1     The following terms shall have the meanings set forth below.

        (a)  "1933 ACT" means the Securities Act of 1933, as amended.
        Reference to a specific section of the 1933 Act or regulation
        thereunder shall include such section or regulation, any valid
        regulation promulgated under such section, and any comparable
        provision of any future legislation or regulation amending,
        supplementing, or superseding such section or regulation.

        (b)  "1934 ACT" means the Securities Exchange Act of 1934, as
        amended.  Reference to a specific section of the 1934 Act or
        regulation thereunder shall include such section or regulation,
        any valid regulation promulgated under such section, and any
        comparable provision of any future legislation or regulation
        amending, supplementing, or superseding such section or
        regulation.

(c)     "BENEFICIARY" means the person, persons, trust or trusts
        which have been designated by an Option Holder in his or her most
        recent written beneficiary designation filed with the Company to
        receive the benefits specified under this Plan upon the death of
        the Option Holder, or, if there is no designated Beneficiary or
        surviving designated Beneficiary, then the person, persons, trust
        or trusts entitled by will or the laws of descent and
        distribution to receive such benefits.

(d)     "BOARD" means the Board of Directors of the Company.

(e)     "CHANGE IN CONTROL" means the first to occur of the following events:

        (i)  Any "person" or "group" (as such terms are used in
             Sections 13(d) and 14(d) of the 1934 Act) is or
             becomes the Beneficial Owner (within the


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             meaning set forth in Rule 13d-3 under the 1934 Act),
             directly or indirectly, of securities of the
             Company (not including in the securities
             beneficially owned by such Person any securities
             acquired directly from the Company or its
             Affiliates) representing 50% or more of the
             combined voting power of the Company's then
             outstanding securities, excluding any person who
             becomes such a Beneficial Owner in connection with
             a transaction described in clause (x) of paragraph
             (iii) of this Section 2.1(e); or

        (ii) The following individuals cease for any reason to
             constitute a majority of the number of directors
             then serving:  individuals who, on the date the
             Plan is adopted by the Company's shareholders,
             constitute the Board of Directors of the Company
             and any new director (other than a director whose
             initial assumption of office is in connection with
             an actual or threatened election contest,
             including but not limited to a consent
             solicitation, relating to the election of
             directors of the Company) whose appointment or
             election by the Board of Directors or nomination
             for election by the Company's shareholders was
             approved by a vote of at least two-thirds of the
             directors then still in office who either were
             directors on the date hereof or whose appointment,
             election or nomination for election was previously
             so approved or recommended; or

       (iii) There is consummated a merger or
             consolidation of the Company or any Subsidiary
             with any other corporation, OTHER THAN (x) a
             merger or consolidation which would result in the
             voting securities of the Company outstanding
             immediately prior to such merger or consolidation
             continuing to represent (either by remaining
             outstanding or by being converted into voting
             securities of the surviving entity or any parent
             thereof), in combination with the ownership of any
             trustee or other fiduciary holding securities
             under an employee benefit plan of the Company or
             any Subsidiary at least 50% of the combined voting
             power of the securities of the Company or such
             surviving entity or any parent thereof outstanding
             immediately after such merger or consolidation, or
             (y) a merger or consolidation effected to
             implement a recapitalization of the Company (or
             similar transaction) in which no Person is or
             becomes the Beneficial Owner, directly or
             indirectly, of securities of the Company (not
             including in the securities beneficially owned by
             such Person any securities acquired directly from
             the Company or its Affiliates other than in
             connection with the acquisition by the Company or
             its Affiliates of a business) representing 50% or
             more of the combined voting power of the Company's
             then outstanding securities; or

        (iv) The shareholders of the Company approve a plan of
             complete liquidation or dissolution of the Company
             or there is consummated an agreement for the sale
             or disposition by the Company of all or
             substantially all of the Company's assets, other
             than a sale or disposition by the Company of all
             or substantially all of the Company's assets to an
             entity, at least 50% of the combined voting power
             of the voting securities of which are owned by

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             shareholders of the Company in substantially the
             same proportions as their ownership of the Company
             immediately prior to such sale.

     Notwithstanding the foregoing, a "Change in Control"
     shall not be deemed to have occurred by virtue of the
     consummation of any transaction or series of integrated
     transactions immediately following which the record
     holders of the Company's common stock immediately prior
     to such transaction or series of transactions continue
     to have substantially the same proportionate ownership
     in an entity which owns all or substantially all of the
     Company's assets immediately following such transaction
     or series of transactions.

(f)     "CODE" means the Internal Revenue Code of 1986, as it may be
        amended from time to time, and the rules and regulations
        promulgated thereunder.

(g)     "COMMITTEE" means (i) the Board, or (ii) the Compensation
        Committee to whom the Board has delegated all or part of its
        authority under this Plan.

(h)     "COMPANY" means DTI Holdings, Inc., a Missouri corporation,
        and its subsidiaries (within the meaning of Section 424(f) of the
        Code) or any successor corporation.

(i)     "COVERED EMPLOYEE" means an individual that meets the
        definition of covered employee under Section 162(m) of the Code,
        or any successor provision thereto.

(j)     "DATE OF GRANT" means, with respect to any Option, the date
        as of which such Option is granted under the Plan.

(k)     "DISABILITY" OR "DISABLED" means an individual treated as
        permanently and totally disabled within the meaning of Section
        22(e) of the Code, except that, with respect to Nonqualified
        Stock Options, Disability or Disabled may, subject to the
        discretion of the Committee, mean qualifying for and receiving
        payments under a disability pay plan of the Company.

(l)     "EFFECTIVE DATE" means March 30, 2001.

(m)     "ELIGIBLE EMPLOYEES" means full-time key employees
        (including, without limitations, officers and directors who are
        also employees) of the Company, or of the Company's majority-
        owned subsidiaries, upon whose judgment, initiative and efforts
        the Company is, or will be, important to the successful conduct
        of its business.

(n)     "FAIR MARKET VALUE" means, as of any date, the value of the
        Stock determined in good faith, from time to time, by the
        Committee in its sole discretion and the Committee may adopt such
        formulas as in its opinion shall reflect the true fair market
        value of such stock from time to time and may rely on such
        independent advice with respect to such fair market value as the
        Committee shall deem appropriate.  In the event that the Shares
        of the Company are traded on a national securities exchange and,
        unless otherwise determined by the Committee in good faith, the
        Fair Market Value of Stock as of any given date shall mean the
        per share value of Stock as determined using the mean between the
        high and low selling prices of such Stock on the immediately
        preceding date (or, if such stock market was not open on that
        day, the next preceding day that such market is open for

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        trading and the Stock is traded) as reported for such date in
        THE WALL STREET JOURNAL.


(o)     "INCENTIVE STOCK OPTION" means any Option designated as such
        and granted in accordance with the requirements of Section 422 of
        the Code or any successor provisions thereto.

(p)     "NONQUALIFIED STOCK OPTION" means any Option to purchase
        Shares that is not an Incentive Stock Option.

(q)     "OPTION" means a right to purchase Stock at a specified or
        determinable price for a specified period of time.  Such
        definition includes both Nonqualified Stock Options and Incentive
        Stock Options.

(r)     "OPTION AGREEMENT" means a written agreement or instrument
        between the Company and an Option Holder evidencing an Option.

(s)     "OPTION HOLDER" means a Participant or a Beneficiary who is
        in possession of an Option Agreement representing an Option that
        has been granted to such individual and has not expired, been
        canceled or terminated.

(t)     "OPTION PRICE" means the price at which Shares subject to an
        Option may be purchased, determined in accordance with Section
        6.2(b).

(u)     "PARTICIPANT" means (i) with respect to an Incentive Stock
        Option, an employee of the Company designated by the Committee
        from time to time during the term of the Plan to receive one or
        more Options under the Plan; and (ii) with respect to a
        Nonqualified Stock Option, an employee or non-employee director
        of the Company designated by the Committee from time to time
        during the term of the Plan to receive one or more Options under
        the Plan.

(v)     "PLAN" means the DTI Holdings, Inc. 2001 Stock Option Plan,
        as set forth in this instrument and as hereafter amended from
        time to time.

(w)     "PLAN YEAR" means each 12-month period beginning January 1
        and ending the following December 31, except that for the first
        year of the Plan it shall begin on the Effective Date and extend
        to December 31 of that year.

(x)     "RULE 16B-3" means Rule 16b-3 promulgated under the 1934
        Act, and any future regulation amending, supplementing, or
        superseding such regulation.

(y)     "SECTION 16 PERSON" means a person who, with respect to the
        Shares, is subject to Section 16 of the 1934 Act.

(z)     "SHARE" means a share of Stock.

(aa)    "STOCK" means authorized and issued or unissued common stock
        of the Company, at such par value as may be established from time
        to time.

2.2     GENDER AND NUMBER.  Except when otherwise indicated by the
        context, the masculine gender shall also include the feminine
        gender, and the definition of any term herein in the singular
        shall also include the plural.

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                           SECTION 3
                       PLAN ADMINISTRATION

3.1     AUTHORITY OF COMMITTEE.  The Plan shall be administered by
        the Committee.  Subject to the terms of the Plan and applicable
        law, and in addition to other express powers and authorizations
        conferred on the Committee by the Plan, the Committee shall have
        full power and authority to: (i) select the employees and non-
        employee directors to whom Options may from time to time be
        granted hereunder; (ii) determine the type or types of Options to
        be granted to eligible employees and non-employee directors;
        (iii) determine the number of Shares to be covered by, or with
        respect to which payments, rights, or other matters are to be
        calculated in connection with, Options; (iv) determine the terms
        and conditions of any Option; (v) determine whether, and to what
        extent, and under what circumstances Options may be settled or
        exercised in cash, Shares, other securities, or other property,
        (vi) determine whether, and to what extent, and under what
        circumstance Options may be canceled, forfeited, or suspended and
        the method or methods by which Options may be settled, exercised,
        canceled, forfeited, or suspended; (vii) determine whether, to
        what extent, and under what circumstances cash, Shares, other
        securities, other property, and other amounts payable with
        respect to an Option shall be deferred either automatically or at
        the election of the holder thereof or of the Committee; (viii)
        correct any defect, supply an omission, reconcile any
        inconsistency and otherwise interpret and administer the Plan and
        any instrument or Option Agreement relating to the Plan or any
        Option hereunder; (ix) modify and amend the Plan, establish,
        amend, suspend, or waive such rules, regulations and procedures
        of the Plan, and appoint such agents as it shall deem appropriate
        for the proper administration of the Plan; and (x) make any other
        determination and take any other action that the Committee deems
        necessary or desirable for the administration of the Plan.  A
        majority of the members of the Committee may determine its
        actions and fix the time and place of its meetings.

3.2     DETERMINATION UNDER THE PLAN.  Unless otherwise expressly
        provided in the Plan, all designations, determinations,
        interpretations, and other decisions under or with respect to the
        Plan or any Option shall be within the sole discretion of the
        Committee, may be made at any time and shall be final,
        conclusive, and binding upon all persons, including the Company,
        any Participant, any Option Holder, and any shareholder.  No
        member of the Committee shall be liable for any action,
        determination or interpretation made in good faith, and all
        members of the Committee shall, in addition to their rights as
        directors, be fully protected by the Company with respect to any
        such action, determination or interpretation.

                            SECTION 4
                    STOCK SUBJECT TO THE PLAN

4.1     NUMBER OF SHARES.  Subject to adjustment as provided in
        Section 4.3, no more than six million (6,000,000) Shares are
        authorized for issuance under the Plan in accordance with the
        provisions of the Plan and subject to such restrictions or other
        provisions as the Committee may from time to time deem necessary.
        Any Shares issued hereunder may consist, in whole or in part, of
        authorized and unissued shares or treasury shares.  The Shares
        may be divided among the grants for Incentive Stock Options and
        Nonqualified

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        Stock Options as the Committee shall determine.
        Shares that are subject to an underlying Option or that are
        issued pursuant to the exercise of an Option shall be applied to
        reduce the maximum number of Shares remaining available for use
        under the Plan.  The Company shall at all times during the term
        of the Plan and while any Options are outstanding retain as
        authorized and unissued Stock, or as treasury Stock, at least the
        number of Shares from time to time required under the provisions
        of the Plan, or otherwise assure itself of its ability to perform
        its obligations hereunder.

4.2     UNUSED AND FORFEITED STOCK.  Any Shares that are subject to
        an Option under this Plan that are not used because the terms and
        conditions of the Option are not met, including any Shares that
        are subject to an Option that expires or is terminated for any
        reason, any Shares that are used for full or partial payment of
        the purchase price of Shares with respect to which an Option is
        exercised and any Shares retained by the Company pursuant to
        Section 12.2 shall automatically become available for use under
        the Plan. Notwithstanding the foregoing, any Shares used for full
        or partial payment of the purchase price of the Shares with
        respect to which an Option is exercised and any Shares retained
        by the Company pursuant to Section 12.2 that were originally
        Incentive Stock Option Shares must still be considered as having
        been granted for purposes of determining whether the Share
        limitation provided for in Section 4.1 has been reached for
        purposes of Incentive Stock Option grants.

4.3     ADJUSTMENTS FOR STOCK SPLIT, STOCK DIVIDEND, ETC.  If the
        Company shall at any time increase or decrease the number of its
        outstanding Shares or change in any way the rights and privileges
        of such Shares by means of the payment of a stock dividend or any
        other distribution upon such Shares payable in Stock, or through
        a stock split, subdivision, consolidation, combination,
        reclassification or recapitalization involving the Stock, then in
        relation to the Stock that is affected by one or more of the
        above events, the numbers, rights and privileges of (i) the
        Shares as to which Options may be granted under the Plan, and
        (ii) the Shares then included in each outstanding Option granted
        hereunder, shall be increased, decreased or changed in like
        manner as if they had been issued and outstanding, fully paid and
        non assessable at the time of such occurrence.

4.4     GENERAL ADJUSTMENT RULES.  If any adjustment or substitution
        provided for in this Section 4 shall result in the creation of a
        fractional Share under any Option, such fractional Share shall be
        rounded to the nearest whole Share and fractional Shares shall
        not be issued.  In the case of any such substitution or
        adjustment affecting an Option, the total Option Price for the
        shares of Stock then subject to an Option shall remain unchanged
        but the Option Price per Share under each such Option shall be
        equitably adjusted by the Committee to reflect the greater or
        lesser number of Shares or other securities into which the Stock
        subject to the Option may have been changed.

4.5     DETERMINATION BY COMMITTEE, ETC.  Adjustments under this
        Section 4 shall be made by the Committee, whose determinations
        with regard thereto shall be final and binding upon all persons.

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                            SECTION 5
                          PARTICIPATION

5.1     Participants in the Plan shall be those key employees and
        non-employee directors, who, in the judgment of the Committee,
        are performing, or during the term of their incentive arrangement
        will perform, important services in the management, operation and
        development of the Company, and significantly contribute, or are
        expected to significantly contribute, to the achievement of long-
        term corporate economic objectives.  Participants may be granted
        from time to time one or more Options; provided, however, that
        the grant of each such Option shall be separately approved by the
        Committee, and receipt of one such Option shall not result in the
        automatic receipt of any other Option, and written notice shall
        be given to such person, specifying the terms, conditions, right
        and duties related thereto.  Each Participant shall enter into an
        Option Agreement(s) with the Company, in such form as the
        Committee shall determine and which is consistent with the
        provisions of the Plan, specifying such terms, conditions, rights
        and duties.  Unless otherwise explicitly stated in the Option
        Agreement, Options shall be deemed to be granted as of the date
        specified in the grant resolution of the Committee, which date
        shall be the date of any related agreement(s) with the
        Participant.  Unless explicitly provided for in a particular
        Option Agreement that the terms of the Plan are being superseded,
        in the event of any inconsistency between the provisions of the
        Plan and any such Option Agreement(s) entered into hereunder, the
        provisions of the Plan shall govern.

                            SECTION 6
                          STOCK OPTIONS

6.1     GRANT OF OPTIONS.  A Participant may be granted one or more
        Options.  The Committee in its sole discretion shall designate
        whether an Option is to be considered an Incentive Stock Option
        or a Nonqualified Stock Option; provided, however, that, subject
        in all cases to Section 4.5 of this Plan, the number of Shares
        that shall be available for issuance under Incentive Stock
        Options granted under the Plan to any individual in a calendar
        year is limited to 75,000 Shares.   The Committee may grant both
        an Incentive Stock Option and a Nonqualified Stock Option to the
        same Participant at the same time or at different times.
        Incentive Stock Options and Nonqualified Stock Options, whether
        granted at the same or different times, shall be deemed to have
        been awarded in separate grants, shall be clearly identified, and
        in no event shall the exercise of one Option affect the right to
        exercise any other Option or affect the number of Shares for
        which any other Option may be exercised.

6.2     OPTION AGREEMENTS.  Each Option granted under the Plan shall
        be evidenced by a written Option Agreement which shall be entered
        into by the Company and the Option Holder to whom the Option is
        granted, and which shall contain the following terms and
        conditions, as well as such other terms and conditions not
        inconsistent therewith, as the Committee may consider appropriate
        in each case.

        (a)     NUMBER OF SHARES.  Each Option Agreement shall state that it
                covers a specified number of Shares, as determined by the
                Committee.  To the extent that the aggregate Fair Market Value
                of Shares with respect to which Options designated

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                as Incentive Stock Options are exercisable for the first time
                by any Option Holder during any year exceeds $100,000 or, if
                different, the maximum limitation in effect at the time of
                grant under Section 422(d) of the Code, or any successor
                provision, such Options shall be treated as not being
                Incentive Stock Options.  The foregoing shall be applied by
                taking Options into account in the order in which they were
                granted.  For the purposes of the foregoing, the Fair Market
                Value of any Share shall be determined as of the time the
                Option with respect to such Share is granted. In the event
                the foregoing results in a portion of an Option designated
                as an Incentive Stock Option  exceeding the $100,000
                limitation, only such excess shall be treated as not being
                an Incentive Stock Option.

        (b)     PRICE.  The price at which each Share covered by an Option
                may be purchased shall be determined in each case by the
                Committee and set forth in the Option Agreement, but in no
                event shall the Option Price for each Share covered by an
                Incentive Stock Option be less than the Fair Market Value of
                the Stock on the date the Option is granted, as determined by
                the Committee; provided, however, that the Option Price for
                each Share covered by a Nonqualified Stock Option may be
                granted at any price less than Fair Market Value, in the sole
                discretion of the Committee; and provided further that the
                Option Price for each Share covered by an Incentive Stock
                Option granted to an Eligible Employee who then owns stock
                possessing more than 10% of the total combined voting power
                of all classes of stock of the Company or any parent or
                subsidiary corporation of the Company must be at least 110% of
                the Fair Market Value of the Stock subject to the Incentive
                Stock Option on the date the Option is granted.

        (c)     DURATION OF OPTIONS.  Each Option Agreement shall state the
                period of time, determined by the Committee, within which the
                Option may be exercised by the Option Holder (the "Option
                Period").  The Option Period must expire, in all cases, not
                more than ten years from the date an Option is granted;
                provided, however, that the Option Period of an Incentive
                Stock Option granted to an Eligible Employee who then owns
                stock possessing more than 10% of the total combined voting
                power of all classes of stock of the Company or any parent
                or subsidiary corporation of the Company must expire not
                more than five years from the date such an Option is granted.
                Each Option Agreement shall also state the periods of time,
                if any, as determined by the Committee, when incremental
                portions of each Option shall vest. If any Option is not
                exercised during its Option Period, it shall be deemed to
                have been forfeited and or no further force or effect.

        (d)     TERMINATION OF SERVICE, DEATH, DISABILITY, ETC.  Except
                as otherwise determined by the Committee, or unless provided
                otherwise in the Option Agreement, the following rules shall
                govern with respect to the exercise of the Option upon an
                Option Holder ceasing to be an employee or a non-employee
                director or on the death or Disability of the Option Holder.
                In each of the following scenarios, to the extent the Option
                Holder or the Option Holder's Beneficiaries desire to obtain
                the tax favorable benefits associated with Incentive Stock
                Options, if any, held by such individual(s), the Option must
                be exercised within three months from ceasing to be an
                employee or a non-employee director in the case of
                retirement, or

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                within twelve months from ceasing to be an employee or
                non-employee director in the case of Disability:

                  (i)  If the Option Holder ceases to be an employee or is
                       removed from the Board within the Option Period for
                       cause, as determined by the Company, or because of
                       the Option Holder's voluntary termination of employment
                       with the Company or voluntary resignation from the
                       Board, the Option shall thereafter be void for all
                       purposes upon such Option Holder's cessation from
                       employment or removal/resignation as a director.
                       As used in this Section 6.2(d), "cause" shall mean
                       a gross violation, as determined by the Company, of
                       the Company's established policies and procedures.
                       The effect of this Section 6.2(d)(i) shall be limited
                       to determining the conditions under which an option may
                       be rendered null and void, and nothing in this Section
                       6.2(d)(i) shall restrict or otherwise interfere with
                       the Company's discretion with respect to the
                       termination of any employee's  or director's
                       relationship with the Company.

                 (ii)  If the Option Holder ceases to be an employee or a
                       director in a manner determined by the Committee or
                       Board, in its sole discretion, to constitute retirement,
                       the Option may be exercised by the Option Holder, or in
                       the case of the Option Holder's death, by the
                       Beneficiaries specified in clause (iii) of this Section
                       6.2(d), within twelve months following the Option
                       Holder's retirement (provided in each case that such
                       exercise must occur within the Option Period), but not
                       thereafter.  In any such case, the Option may be
                       exercised only as to the Shares as to which the Option
                       had become exercisable on or before the date the
                       Option Holder ceases to be an employee or a director.

                (iii)  If the Option Holder dies (A) while he or she is an
                       employee or a director, (B) within the three-month
                       period referred to in clause (v) below, or (C) within
                       the twelve-month period referred to in clause (ii)
                       above, the Option may be exercised by those
                       Beneficiaries entitled to do so within twelve months
                       following the Option Holder's death (provided that such
                       exercise must occur within the Option Period), but not
                       thereafter.  In any such case, the Option may be
                       exercised only as to the Shares as to which the
                       Option had become exercisable on or before the date
                       of the Option Holder's death or at such time as the
                       Option Holder ceased to be an employee or a director,
                       whichever is earlier.

                (iv)   If the Option Holder becomes Disabled while an employee
                       or a director or within the twelve month period
                       following his or her retirement as provided in clause
                       (ii) above, Stock Options held by the Option Holder may
                       be exercised by the Option Holder within twelve months
                       following the date of the Option Holder's Disability
                       (provided that such exercise must occur within the
                       Option Period), but not thereafter.  In any such case,
                       the Option may be exercised only as to the Shares as to
                       which the Option had become exercisable on or before
                       the date the Option Holder ceased to be an employee
                       or a director.

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                (v)    If the Option Holder ceases to be an employee or is
                       removed from the Board within the Option Period for
                       any reason other than cause, voluntary resignation,
                       retirement as provided in clause (ii) above,
                       Disability as provided in clause (iv) above or the
                       Option Holder's death, the Option may be exercised
                       by the Option Holder within three months following
                       the date of such cessation or removal (provided that
                       such exercise must occur within the Option Period),
                       but not thereafter.  In any such case, the Option
                       may be exercised only as to the Shares as to which
                       the Option had become exercisable on or before the
                       date that the Option Holder ceases to be an
                       employee or is removed from the Board.

        (e)     TRANSFERABILITY.  Except as otherwise determined by the
                Committee, Options shall not be transferable by the Option
                Holder except by will or pursuant to the laws of descent
                and distribution; each Option shall be exercisable during
                the Option Holder's lifetime only by him or her, or in the
                event of Disability or incapacity, by his or her guardian
                or legal representative; and Shares issuable pursuant to any
                Option shall be delivered only to or for the account of the
                Option Holder, or in the event of Disability or incapacity,
                by his or her guardian or legal representative.

(f)     EXERCISE, PAYMENTS, ETC.

        (i)     Each Option Agreement shall provide that the method for
                exercising the Option granted therein shall be by delivery
                to the Corporate Secretary of the Company of written notice
                specifying the number of Shares with respect to which such
                Option is exercised (which must be in a minimum amount of Ten
                (10) Shares) and payment of the Option Price.  Such notice
                shall be in a form satisfactory to the Committee and shall
                specify the particular Option (or portion thereof) that is
                being exercised and the number of Shares with respect to
                which the Option is being exercised.  The exercise of the
                Option shall be deemed effective upon receipt of such notice
                by the Corporate Secretary and payment to the Company.
                The purchase of such Stock shall take place at the principal
                offices of the Company upon delivery of such notice, at which
                time the purchase price of the Stock shall be paid in full
                by any of the methods or any combination of the methods set
                forth in (ii) below. A properly executed certificate or
                certificates representing the Stock shall be issued by the
                Company and delivered to the Option Holder.  If certificates
                representing the Stock are used to pay all or part of the
                Option Price, separate certificates for the same number of
                shares of Stock shall be issued by the Company and delivered
                to the Option Holder representing each certificate used to
                pay the Option Price, and an additional certificate shall be
                issued by the Company and delivered to the Option Holder
                representing the additional shares, in excess of the Option
                Price, to which the Option Holder is entitled as a result
                of the exercise of the Option.

        (ii)    The exercise price shall be paid by any of the following
                methods:

                A.   Cash or Certified bank check; or

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<PAGE>

                B.   With the consent of the Committee, a promissory note
                     (recourse only) bearing interest at such rate and
                     payable upon such terms as may be prescribed by the
                     Committee, secured by the Shares to be acquired upon
                     exercise of the Option.  No Option may, however, be
                     exercised by delivery of a promissory note or by
                     a loan from the Company when or where such loan or other
                     extension of credit is prohibited by law; or

                C.   By delivery to the Company of certificates representing
                     the number of Shares then owned by the Option Holder,
                     the Fair Market Value of which equals the purchase
                     price of the Stock purchased pursuant to the Option,
                     properly endorsed for transfer to the Company; provided
                     however, that Shares used for this purpose must have
                     been held by the Option Holder for such minimum period
                     of time as may be established from time to time by the
                     Committee; and provided further that the Fair Market
                     Value of any Shares delivered in payment of the
                     purchase price upon exercise of the Options shall be
                     the Fair Market Value as of the exercise date, which
                     shall be the date of delivery of the certificates for
                     the Stock used as payment of the Option Price.  In
                     lieu of actually surrendering to the Company the
                     stock certificates representing the number of Shares
                     then owned by the Option Holder, the Committee may,
                     in its discretion permit the Option Holder to submit
                     to the Company a statement affirming ownership by
                     the Option Holder of such number of Shares
                     and request that such Shares, although not
                     actually surrendered, be deemed to have been
                     surrendered by the Option Holder as payment
                     of the exercise price; or

                D.   Any combination of the consideration provided in the
                     foregoing subsections (A), (B) and (C).

        (iii)   In the discretion of the Committee, the Company may
                guaranty a third-party loan obtained by the Option Holder
                to pay part or all of the Option Price of the Shares
                provided that such loan or the Company's guaranty is
                secured by the Shares.

(g)     DATE OF GRANT.  Unless otherwise specifically specified in
        the Option Agreement, an option shall be considered as having
        been granted on the date specified in the grant resolution of the
        Committee.

(h)     WITHHOLDING.

        (A)     NONQUALIFIED STOCK OPTIONS.  Each Option Agreement covering
                Nonqualified Stock Options shall provide that, upon exercise
                of the Option, the Option Holder shall make appropriate
                arrangements with the Company to provide for the minimum
                amount of additional withholding required by applicable
                federal and state income tax and payroll tax laws,

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<PAGE>

                including payment of such taxes through delivery of Stock or
                by withholding  Stock to be issued under the Option, as
                provided in Section 12.

        (B)     INCENTIVE STOCK OPTIONS.  In the event that an Option Holder
                makes a disposition (as defined in Section 424(c) of the Code)
                of any Stock acquired pursuant to the exercise of an Incentive
                Stock Option prior to the later of (i) the expiration of two
                years from the date on which the Incentive Stock Option was
                granted or (ii) the expiration of one year from the date on
                which the Option was exercised, the Option Holder shall send
                written notice to the Company at its principal office
                (Attention: Corporate Secretary) of the date of such
                disposition, the number of shares disposed of, the amount of
                proceeds received from such disposition, and any other
                information relating to such disposition as the Company may
                reasonably request.  The Option Holder shall, in the event of
                such a disposition, make appropriate arrangements with the
                Company to provide for the minimum amount of additional
                withholding, if any, required by applicable Federal and state
                income tax and payroll tax laws.

        (i)     ADJUSTMENT OF OPTIONS.  Subject to the limitations contained
                in Sections 6 and 11, the Committee may make any adjustment in
                the Option Price, the number of shares subject to, or the terms
                of, an outstanding Option and a subsequent granting of an
                Option by amendment or by substitution of an outstanding
                Option.  Such amendment, substitution, or re-grant may result
                in terms and conditions (including Option Price, number of
                Shares covered, vesting schedule or exercise period) that
                differ from the terms and conditions of the original Option.
                The Committee may not, however, adversely affect the rights of
                any Option Holder to previously granted Options without the
                consent of such Option Holder.  If such action is affected by
                the amendment, the effective date of such amendment shall be
                the date of the original grant.

6.3     REQUIRED SETTLEMENT IN CASH.  If in the event that the issuance of
        Shares pursuant to the exercise of an Option (a) would cause the
        Company to cease to be a member of the affiliated group, within the
        meaning of 1504(a)(2) of the Code, which includes KLT Telecom, Inc.
        (or its successor) ("KLT"), or (b) would cause a Change in Control,
        as defined in clause (e)(i) of such definition as contained in that
        certain Indenture dated as of February 23, 1998 between the Company
        as issuer and The Bank of New York as Trustee, as the same may be
        amended or supplemented from time to time, then an Option Holder
        shall not be allowed to exercise any such Option and no such
        issuance of Shares shall be made.  If the Option Holder is
        prohibited from exercising such Option, the Company shall make a
        cash payment equal to the excess of the fair market value (as
        determined by the Committee) of the Shares to be issued upon
        exercise of the Option over the exercise price for such Option
        Shares.

6.4     SHAREHOLDER PRIVILEGES.  No Option Holder shall have any rights as
        a shareholder with respect to any Shares covered by an Option
        until the Option Holder becomes the holder of record of such Stock,
        and no adjustments shall be made for dividends or other distributions
        or other rights as to which there is a record date preceding the
        date such

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<PAGE>

        Option Holder becomes the holder of record of such Stock,
        except as provided in Section 4.

                            SECTION 7
        REORGANIZATION, CHANGE IN CONTROL OR LIQUIDATION

7.1     GENERAL.  Except as otherwise provided in any Option Agreement or
        other agreement approved by the Committee to which the Company and
        the Option Holder is a party, in the event that the Company
        undergoes a Change in Control, each Option, if the employment of
        an Option Holder is terminated by the Company immediately following
        such Change of Control, for other than documented performance reasons
        as described in the Company's written disciplinary policies, held
        by an Option Holder shall without regard to any vesting schedule or
        other restriction, automatically become fully exercisable as of the
        date of such termination.  In addition to the foregoing, in the
        event the Company undergoes a Change in Control or in the event
        of a corporate merger, consolidation, major acquisition of
        property for stock, separation, reorganization or liquidation in
        which the Company is a party to and in which a Change in Control
        does not occur, the Committee, or the board of directors of any
        corporation assuming the obligations of the Company, shall have
        the full power and discretion to prescribe and amend the terms
        and conditions for the exercise, or modification, of any
        outstanding Options granted hereunder.  The Committee may provide
        that Options granted hereunder must be exercised in connection
        with the closing of such transactions, and that if not so
        exercised such Options will expire.  Any such determinations by
        the Committee may be made generally with respect to all
        Participants, or may be made on a case-by-case basis with respect
        to particular Participants.  Notwithstanding the foregoing, any
        transaction undertaken for the purpose of reincorporating the
        Company under the laws of another jurisdiction, if such
        transaction does not materially affect the beneficial ownership
        of the Company's capital, shall not constitute a merger,
        consolidation, major acquisition of property for stock,
        separation, reorganization, liquidation, or Change in Control.

7.2     STOCK OPTIONS.  By way of illustration, and not by way of
        limitation, in the event of a Change in Control or in the event
        of a corporate merger, consolidation, major acquisition of
        property for stock, separation, reorganization or liquidation in
        which the Company is a party to and in which a Change in Control
        does not occur, the Committee may, without obtaining shareholder
        approval (A) provide for the complete or partial acceleration of
        any time periods relating to the exercise of any outstanding
        Option so that such Option may be exercised in full on or before
        the date such Option would otherwise have been exercisable; (B)
        in all such events other than a liquidation, cause any Option
        then outstanding to be assumed by the surviving corporation in
        such corporate transaction; (C) require the mandatory surrender
        to the Company by any Option Holder of some (in all such events
        other than a liquidation) or all of the outstanding Options held
        by an Option Holder (irrespective of whether such Options are
        then exercisable under the provisions of the Plan) as of a date
        specified by the Company or the surviving corporation, in which
        event the Company or the surviving corporation shall thereupon
        cancel such Options and pay to each Option Holder an amount of
        cash per share equal to the amount that could have been attained
        upon the exercise of such Option or realization of the Option
        Holder's

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<PAGE>

        rights had such Option been currently exercisable or
        payable to the extent that such cash is available for
        distribution to Option Holders after payment of all debt and
        senior securities of the Company (including the payment of $1 for
        any and all Options which are underwater); (D) in all such events
        other than a liquidation, require the substitution of a new
        Option for some or all of the outstanding Options held by an
        Option Holder (irrespective of whether such Options are then
        exercisable under the provisions of the Plan) provided that any
        replacement or substituted Option shall be equivalent in economic
        value to the Option Holder; or (E) in all such events other than
        a liquidation, make such adjustment to any such Option then
        outstanding as the Company deems appropriate to reflect such
        merger, consolidation, major acquisition of property for stock,
        separation, reorganization or liquidation.

                            SECTION 8
                RIGHTS OF EMPLOYEES; PARTICIPANTS

8.1     EMPLOYMENT.  Nothing contained in the Plan or in any Option
        granted under the Plan shall confer upon any Participant any
        right with respect to the continuation of his or her services as
        an employee or interfere in any way with the right of the
        Company, subject to the terms of any separate employment or
        consulting agreement to the contrary, at any time to terminate
        such services or to increase or decrease the compensation of the
        Participant from the rate in existence at the time of the grant
        of an Option.  Whether an authorized leave of absence, or absence
        in military or government service, shall constitute a termination
        of Participant's services as an employee shall be determined by
        the Committee at the time.

8.2     NONTRANSFERABILITY.  No right or interest of any Option
        Holder in an Option granted pursuant to the Plan shall be
        assignable or transferable during the lifetime of the Option
        Holder either voluntarily or involuntarily, or be subjected to
        any lien, directly or indirectly, by operation of law, or
        otherwise, including execution, levy, garnishment, attachment,
        pledge or bankruptcy.  In the event of an Option Holder's death,
        an Option Holder's rights and interests in all Options shall, to
        the extent provided in Section 6, be transferable by testamentary
        will or the laws of descent and distribution, and payment of any
        amounts due under the Plan shall be made to, and exercise of any
        Options may be made by, the Option Holder's legal
        representatives, heirs or legatees.  If, in the opinion of the
        Committee, a person entitled to payments or to exercise rights
        with respect to the Plan is disabled from caring for his or her
        affairs because of a mental condition, physical condition or age,
        payment due such person may be made to, and such rights shall be
        exercised by, such person's guardian, conservator, or other legal
        personal representative upon furnishing the Committee with
        evidence satisfactory to the Committee of such status.
        "Transfers" for purposes of this Section 8 shall not be deemed to
        include transfers to the Company or "cashless exercise"
        procedures with third parties who provide financing for the
        purpose of (or who otherwise facilitate) the exercise of Options
        consistent with applicable laws and the authorization of the
        Committee.

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<PAGE>

                            SECTION 9
                      GENERAL RESTRICTIONS

9.1     INVESTMENT REPRESENTATIONS.  The Company may require any
        person to whom an Option is granted, as a condition of exercising
        such Option, to give written assurances in substance and form
        satisfactory to the Company and its counsel to the effect that
        such person is acquiring the Stock subject to the Option for his
        or her own account for investment and not with any present
        intention of selling or otherwise distributing the same, and to
        such other effects as the Company deems necessary or appropriate
        in order to comply with federal and applicable state securities
        laws.  Legends evidencing such restrictions may be placed on the
        certificates evidencing the Stock.

9.2     COMPLIANCE WITH SECURITIES LAWS.  Each Option shall be
        subject to the requirement that, if at any time counsel to the
        Company shall determine that the listing, registration or
        qualification of the Shares subject to such Option upon any
        securities exchange or under any state or federal law, or the
        consent or approval of any governmental or regulatory body, is
        necessary as a condition of, or in connection with, the issuance
        or purchase of Shares thereunder, such Option may not be accepted
        or exercised in whole or in part unless such listing,
        registration, qualification, consent or approval shall have been
        effected or obtained on conditions acceptable to the Committee.
        Nothing herein shall be deemed to require the Company to apply
        for or to obtain such listing, registration or qualification.

9.3     STOCK RESTRICTION/SHAREHOLDER'S AGREEMENT.  The Committee
        may, in its sole and absolute discretion, provide that Shares
        issuable upon the exercise of an Option, shall be subject to a
        shareholder's agreement, or other such type of agreement, whereby
        the Company has a right to subject such Shares to restrictions
        including, but not limited to, a right of first refusal with
        respect to such Shares or a right or obligation to repurchase all
        or a portion of such Shares.  The Committee may require that such
        restrictions, if any, survive a Participant's cessation or
        termination as an employee of the Company.

                           SECTION 10
                     OTHER EMPLOYEE BENEFITS

10.1    The amount of any compensation deemed to be received by a
        Participant as a result of the exercise of an Option shall not
        constitute "earnings" with respect to which any other benefits of
        such Participant are determined, including without limitation
        benefits under any pension, profit sharing, life insurance,
        salary continuation plan or other employee benefits.

                           SECTION 11
          PLAN AMENDMENT, MODIFICATION AND TERMINATION

11.1    The Board may at any time terminate, and from time to time
        may amend or modify, the Plan; provided, however, that no
        amendment or modification may become effective without approval
        of the amendment or modification by the shareholders if
        shareholder approval is required to enable the Plan to satisfy
        any applicable statutory or regulatory

                                15

<PAGE>

        requirements, or if the Company, on the advice of counsel,
        determines that shareholder approval is otherwise necessary or
        desirable. No amendment, modification or termination of the
        Plan shall in any manner adversely affect any Options theretofore
        granted under the Plan, without the consent of the Option
        Holder holding such Options.

                           SECTION 12
                           WITHHOLDING

12.1    WITHHOLDING REQUIREMENT.  The Company's obligations to
        deliver Shares upon the exercise of an Option shall be subject to
        the Option Holder's satisfaction of all applicable federal, state
        and local income and other tax withholding requirements.

12.2    WITHHOLDING WITH STOCK.  At the time the Committee grants an
        Option, it may, in its sole discretion, grant the Option Holder
        an election to pay all required amounts of tax withholding, or
        any part thereof, by electing to transfer to the Company, or to
        have the Company withhold from Shares otherwise issuable to the
        Option Holder, Shares (which have been held by the Option Holder
        for more than six (6) months in the case of a transfer of
        currently owned shares) having a value equal to the minimum
        amount required to be withheld under federal, state or local law
        or such lesser amount as may be elected by the Option Holder.
        All elections shall be subject to the approval or disapproval of
        the Committee.  The value of Shares to be withheld shall be based
        on the Fair Market Value of the Stock on the date that the amount
        of tax to be withheld is to be determined (the "Tax Date"), as
        determined by the Committee.  Any such elections by Option
        Holders to have Shares withheld for this purpose will be subject
        to the following restrictions:

        (a)     All elections must be made prior to the Tax Date;
        (b)     All elections shall be irrevocable; and
        (c)     If the Option Holder is an officer or director of the
                Company within the meaning of Section 16 of the 1934 Act
                ("Section 16"), the Option Holder must satisfy the
                requirements of such Section 16 and any applicable rules
                thereunder with respect to the use of Stock to satisfy
                such tax withholding obligation.

                           SECTION 13
                    SECTION 162(m) PROVISIONS

13.1    LIMITATIONS.  Notwithstanding any other provision of this
        Plan, if the Committee determines at the time any Option is
        granted to a Option Holder that such Option Holder is, or is
        likely to be at the time he or she recognizes income for federal
        income tax purposes in connection with such Option, a Covered
        Employee, then the Committee may provide that this Section 13 is
        applicable to such Option.

13.2    PERFORMANCE GOALS.  If an Option is subject to this Section
        13, then the lapsing of restrictions thereon and the distribution
        of cash, Shares or other property pursuant thereto, as
        applicable, shall be subject to the achievement of one or more
        objective performance goals established by the Committee, which
        may include, but is not limited to, the attainment of one or any
        combination of the following:  specified levels of earnings per

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<PAGE>

        share from continuing operations, operating income, revenue
        levels, gross margin, return on operating assets, return on
        equity, economic value added, stock price appreciation, total
        shareholder return (measured in terms of stock price appreciation
        and dividend growth), or cost control, of the Company for or
        within which the Participant is primarily employed.  Such
        performance goals shall be set by the Committee within the time
        period prescribed by, and shall otherwise comply with the
        requirements of, Section 162(m) of the Code and the regulations
        thereunder.

13.3    ADJUSTMENTS.  Notwithstanding any provision of the Plan
        other than Section 8, with respect to any Option that is subject
        to this Section 13, the Committee may not adjust upwards the
        amount payable pursuant to such Option, nor may it waive the
        achievement of the applicable performance goals except in the
        case of the death or disability of the Option Holder.

13.4    OTHER RESTRICTIONS.  The Committee shall have the power to
        impose such other restrictions on Options subject to this Section
        13 as it may deem necessary or appropriate to insure that such
        Options satisfy all requirements for "performance-based
        compensation" within the meaning of Section 162(m)(4)(B) of the
        Code or any successor thereto.

                           SECTION 14
                     BROKERAGE ARRANGEMENTS

14.1    The Committee, in its discretion, may enter into
        arrangements with one or more banks, brokers or other financial
        institutions to facilitate the disposition of shares acquired
        upon exercise of Options, including, without limitation,
        arrangements for the simultaneous exercise of Options and sale of
        the Shares acquired upon such exercise.

                           SECTION 15
                   NONEXCLUSIVITY OF THE PLAN

15.1    Neither the adoption of the Plan by the Board nor the
        submission of the Plan to shareholders of the Company for
        approval shall be construed as creating any limitations on the
        power or authority of the Board to adopt such other or additional
        incentive or other compensation arrangements of whatever nature
        as the Board may deem necessary or desirable or preclude or limit
        the continuation of any other plan, practice or arrangement for
        the payment of compensation or fringe benefits to employees, non-
        employee directors or consultants generally, or to any class or
        group of employees or consultants, which the Company now has
        lawfully put into effect, including, without limitation, any
        retirement, pension, savings and stock purchase plan, insurance,
        death and disability benefits and executive short-term inventive
        plans.

                           SECTION 16
                       REQUIREMENTS OF LAW

16.1    REQUIREMENTS OF LAW.  The issuance of Stock and the payment
        of cash pursuant to the Plan shall be subject to all applicable
        laws, rules and regulations.

                                        17

<PAGE>

16.2    RULE 16B-3.  Transactions under the Plan and to the extent
        even applicable, within the scope of Rule 16b-3 are intended to
        comply with all applicable conditions of Rule 16b-3.  To the
        extent any provision of the Plan or any action by the Committee
        under the Plan fails to so comply, such provision or action
        shall, without further action by any person, be deemed to be
        automatically amended to the extent necessary to effect
        compliance with Rule 16b-3; provided, however, that if such
        provision or action cannot be amended to effect such compliance,
        such provision or action shall be deemed null and void to the
        extent permitted by law and deemed advisable by the Committee.

16.3    GOVERNING LAW.  The Plan and all agreements hereunder shall
        be construed in accordance with and governed by the laws of the
        State of Missouri.

                           SECTION 17
                      DURATION OF THE PLAN

17.1    No Option shall be granted under the Plan after ten years
        from the Effective Date; provided, however, that any Option
        theretofore granted may, and the authority of the Board or the
        Committee to amend, alter, adjust, suspend, discontinue, or
        terminate any such Option or to waive any conditions or rights
        under any such Option shall, extend beyond such date.

Dated:  March 30, 2001
                              DTI HOLDINGS, INC.

                              By:/S/ R. G. WASSON
                              R. G. Wasson, Chairman of the Board