EXHIBIT 10.35

                       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") established the DTI Holdings, Inc. 2001 Stock Option
     Plan (the "Plan"), effective March 30, 2001 for certain eligible
     employees and non-employee directors of the Company and its
     majority-owned subsidiaries. The Plan was subsequently amended
     and restated effective April 1, 2001.

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 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

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

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          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 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.

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     (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.
                            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

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     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 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.

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     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.

                            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

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     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 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

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          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 in the case of retirement,
          or within twelve months from ceasing to be an employee 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

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               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.
          (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

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               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
               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

                               10

<PAGE>

                    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, 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

                               11
<PAGE>

          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 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 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.

                               12

<PAGE>

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 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

                               13

<PAGE>

     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.

                            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

                               14

<PAGE>

     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 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

                               15
<PAGE>

     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
     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.

                               16

<PAGE>

                           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.
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:     Originally adopted effective
           March 30, 2001, and subsequently
           amended and restated effective
           April 1, 2001.
                              DTI HOLDINGS, INC.

                              By:  /s/Gary W. Douglass