Exhibit 10.31

                     SHAREHOLDERS AGREEMENT

     THIS SHAREHOLDERS AGREEMENT (the "Shareholders Agreement")
is made as of this 6th day of February, 2001, by and among DTI
Holdings, Inc. (the "Company"), a Missouri corporation, RICHARD
D. WEINSTEIN ("Weinstein"), an individual, and KLT TELECOM INC.
("KLT"), a Missouri corporation. Weinstein and KLT are
hereinafter sometimes referred to collectively as "Shareholders"
or individually as a "Shareholder."

     WITNESSETH:

     WHEREAS, the Shareholders have entered into an Amended and
Restated Agreement, dated as of December 26, 2000, as amended as
of January 18, 2001 (the "Agreement") to which this Shareholders
Agreement is attached as Exhibit 6.13;

     WHEREAS, Section 6.13 of the Agreement contemplates the
execution of this Shareholders Agreement by the Shareholders as
part of the Initial Closing;

     WHEREAS, the Shareholders will own the outstanding capital
shares ("Shares") of Company preferred stock, $.01 par value (the
"Preferred Stock") and common stock, $.01 par value (the "Common
Stock") indicated on Exhibit A following the Initial Shares
Closing;

     WHEREAS, it is in the best interests of the Shareholders and
the Company that management of the Company be conducted in an
orderly manner as hereinafter provided; and

     WHEREAS, the Shareholders desire to provide for the rights
and obligations set forth herein;

     NOW, THEREFORE, the Shareholders and the Company agree as
follows:

     1.   MANAGEMENT OF THE COMPANY

          1.1  COMPOSITION OF THE BOARD.  The Board of Directors
of the Company shall consist of the number of directors
determined from time to time by KLT.  One (1) director shall be
designated for nomination by the Board of Directors exclusively
by Weinstein (which nominee may be either Weinstein or his
designee).  All of the remaining directors shall be designated
for nomination by the Board of Directors exclusively by KLT.

          1.2  AGREEMENT TO VOTE SHARES. At any annual or special
stockholders' meeting called for the purpose of electing members
of the Board of Directors of the Company, and whenever
stockholders act by written consent with respect to the election
of members of the Board of Directors of the Company, each of the
Shareholders agrees to vote all of the Shares held or controlled
by such Shareholder having voting rights with respect to the
election of directors, and the Company agrees to take any and all
actions necessary, to cause:

               (a)  the election as directors of the Company of
     all of the individuals designated by KLT for nomination by
     the Board of Directors; and

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               (b)  the election as a director of the Company of
     the individual designated by Weinstein for nomination by the
     Board of Directors.

          1.3  REMOVAL AND VACANCY OF DIRECTORS. In the event
either Shareholder wishes to remove a director who has been
elected as its own nominee to the Board of Directors of the
Company, the other Shareholder shall vote for or consent to such
removal. In the event a vacancy in the office of a director is
caused by death, retirement or removal of a director, the vacancy
shall be filled by appointing or electing the nominee of the
Shareholder whose nominee is so deceased, retired or removed. In
the event KLT wishes to remove an officer who has been elected as
its nominee, Weinstein shall cause the director he has nominated
to vote for such removal. In the event a vacancy in the office of
an officer is caused by death, retirement or removal of an
officer, the vacancy shall be filled by appointing or electing
the nominee of KLT.

          1.4  REQUIRED VOTES; LOCATION OF MEETINGS. Except as
otherwise provided in this Shareholders Agreement, the Articles
of Incorporation or Bylaws of the Company, or applicable law, all
actions by the Board shall be accomplished by the vote of at
least a simple majority of the Board members present at a duly
called meeting or by written unanimous consent. All meetings of
the Board of Directors shall take place at a location determined
by KLT.

          1.5  WEINSTEIN CONSENT RIGHTS.  Weinstein's consent
shall be required (i) to amend the Company's articles of
incorporation or bylaws in a manner that would have a direct and
material adverse effect on the rights granted to Weinstein by
this Shareholders Agreement, and (ii) on a residual basis, to
permit transactions between the Company, on the one hand, and KLT
and its affiliates, on the other hand ("Affiliated
Transactions"), to the extent otherwise prohibited by the
Indenture, dated as of February 23, 1998 between the Company and
The Bank of New York, as trustee (the "Note Indenture") for the
12 1/2% Series B Senior Discount Notes due 2008 (the "Notes"). While
the Note Indenture or the indenture ("Exchange Note Indenture")
for the Exchange Notes (as defined in Section 6.12 of the
Agreement) continues in effect, the ability to waive the
limitation on Affiliated Transactions shall remain solely with
the holders of the Notes and/or the Exchange Notes (as defined in
Section 6.12 of the Agreement), as the case may be.  If the Note
Indenture is eliminated or amended and the Exchange Note
Indenture is eliminated or amended, with respect to Affiliated
Transactions, then the existing limitation on Affiliated
Transactions contained in the Note Indenture shall become
effective for the benefit of Weinstein and Weinstein shall have
the sole right to consent to such transactions.

          1.6  REIMBURSABLE EXPENSES. The Company shall bear all
reasonable travel and related expenses incurred by each Director
to attend any meetings of the Board of Directors.

          1.7  D&O INSURANCE. If available on reasonable terms
(I.E., not more than twice the current premium), the Company
shall maintain coverage reasonably equivalent to the directors
and officers liability insurance that the Company currently has
in place.  The directors' and officers' liability insurance
coverage provided by the Company shall be the same for all of its
directors, including Weinstein or his designee.

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        2.   REGISTRATION RIGHTS

          2.1  DEFINITIONS. As used in this Shareholders
Agreement, the following terms shall have the following meanings:

          "Exchange Act" shall mean the Securities Exchange Act
     of 1934, as amended, and the rules and regulations
     promulgated thereunder.

          The terms "register," "registered," and "registration"
     shall mean a registration effected by the preparation and
     filing of a Registration Statement in compliance with the
     Securities Act, and the declaration or ordering of
     effectiveness of such Registration Statement by the SEC.

          "Registration Expenses" shall mean all expenses
     incident to the Company's performance of or compliance with
     this Shareholders Agreement, including without limitation
     all (i) registration, qualification and filing fees; (ii)
     fees and expenses of compliance with securities or blue sky
     laws (including reasonable fees and disbursements of counsel
     in connection with blue sky qualifications of any Weinstein
     Shares being registered); (iii) printing expenses,
     messenger, telephone and delivery expenses; (iv) internal
     expenses of the Company (including, without limitation, all
     salaries and expenses of partners and employees of the
     Company performing legal or accounting duties); (v) fees and
     disbursements of counsel for the Company and customary fees
     and expenses for independent certified public accountants
     retained by the Company (including the expenses of any
     comfort letters or costs associated with the delivery by
     independent certified public accountants of comfort letters
     customarily requested by underwriters); (vi) reasonable fees
     and expenses of one counsel for the requesting Weinstein
     Shareholder(s); (vii) fees and expenses of listing any
     Weinstein Shares on any securities exchange on which the
     securities are then listed; and (viii) fees and
     disbursements of underwriters customarily paid by issuers or
     sellers of securities, but excluding any underwriting fees,
     discounts or commissions attributable to the sale of any
     Weinstein Shares and any fees and expenses of underwriters'
     counsel (other than as provided in clause (ii) above).

          "Registration Rights" shall mean the rights of
     Weinstein Shareholder(s) to cause the Company to register
     Weinstein Shares pursuant to Section 2 of this Shareholders
     Agreement.

          "Registration Statement" shall mean any registration
     statement or similar document that covers any of the
     Weinstein Shares pursuant to the provisions of this
     Shareholders Agreement, including the prospectus or
     preliminary prospectus included therein, all amendments and
     supplements to such Registration Statement, including post-
     effective amendments, all exhibits to such Registration
     Statement and all material incorporated by reference in such
     Registration Statement.

          "SEC" shall mean the Securities and Exchange
     Commission.

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          "Securities Act" shall mean the Securities Act of 1933,
     as amended, and the rules and regulations promulgated
     thereunder.

          "Weinstein Shareholder(s)" shall mean Weinstein and his
     permitted transferees.

          "Weinstein Shares" shall mean the shares of Common
     Stock owned by Weinstein or his permitted transferee.

          2.2  DEMAND REGISTRATION.

               (a)  If any time following the expiration of six
     months after the consummation of an initial offering of
     Common Stock by the Company to the general public on a
     primary basis that has been registered on
     Form S-1, S-2 or S-3 (or any successor forms) under the
     Securities Act  (a "Qualifying IPO"), the Company shall
     receive a written request from any Weinstein Shareholder(s)
     owning Weinstein Shares ("Initiating Shareholder") that the
     Company file a Registration Statement covering the
     registration of the amount of Weinstein Shares specified in
     the written request of the Initiating Shareholder, then the
     Company shall (i) within five (5) days of the receipt of
     such registration request, give written notice of such
     registration request to all Weinstein Shareholder(s) owning
     Weinstein Shares, and (ii) use its commercially reasonable
     efforts to effect, as soon as practicable and in any event
     not more than 120 days after receipt of such registration
     request, the registration of such Weinstein Shares and shall
     include in such registration all Weinstein Shares with
     respect to which the Company receives, within the twenty
     (20) days immediately following the receipt by the Weinstein
     Shareholder(s) of such notice from the Company, a request
     for inclusion in the registration from the Weinstein
     Shareholder(s). Each such request from any of the Weinstein
     Shareholder(s) of Weinstein Shares for inclusion in the
     registration shall also specify the aggregate amount of
     Weinstein Shares proposed to be registered.

               (b)  If the Initiating Shareholder intends to
     distribute the Weinstein Shares covered by its request by
     means of an underwritten public offering, it shall so advise
     the Company as a part of its request made pursuant to
     Section 2.2(a) hereof and the Company shall include such
     information in its written notice to the Weinstein
     Shareholder(s) required under such Section. In the event
     that the Initiating Shareholder intends to distribute the
     Weinstein Shares by means of an underwritten offering, the
     right of any of the Weinstein Shareholder(s) to include his
     Weinstein Shares in such registration shall be conditioned
     upon such Weinstein Shareholder(s) participation in such
     underwriting and the inclusion of such Weinstein
     Shareholder(s) Weinstein Shares in the underwriting to the
     extent provided herein. All Weinstein Shareholder(s)
     proposing to sell Weinstein Shares through such underwriting
     (including the Company as provided in Section 2.2(b) of this
     Shareholders Agreement and any other holder of securities
     permitted to participate in such registration pursuant to
     this Section 2.2(b)) shall enter into an underwriting
     agreement in customary form with the underwriter or
     underwriters selected by the Initiating Shareholder for such
     underwriting (provided the same are underwriters of recognized
     national standing reasonably acceptable to the Company),

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     upon the terms and conditions agreed upon between
     the Company and such underwriter(s).  Notwithstanding any
     other provision of this Section 2.2(b), if the
     underwriter(s) advise the Initiating Shareholder in writing
     that marketing or other factors require that less than 100%
     of the Weinstein Shares requested by the Weinstein
     Shareholder(s) owning Weinstein Shares be included in the
     underwriting, then the Company shall so advise all Weinstein
     Shareholder(s) owning Weinstein Shares that would otherwise
     be underwritten pursuant hereto, and the amount of Weinstein
     Shares that may be included in the underwriting shall be
     allocated among all Weinstein Shareholder(s) thereof,
     including the Initiating Shareholder, in proportion (as
     nearly as practicable) to the amount of Weinstein Shares
     which each of the Weinstein Shareholder(s) requested be
     included in such registration. If the amount of Weinstein
     Shares to be underwritten has not been so limited, the
     Company may include securities for its own account (or for
     the account of other holders) in such registration if the
     underwriter(s) so agree and to the extent that, in the
     opinion of such underwriter(s), the inclusion of such
     additional amount will not adversely affect the offering of
     the Weinstein Shares included in such registration.

               (c)  The Weinstein Shareholder(s) owning Weinstein
     Shares will be entitled to request pursuant to this Section
     2.2 one (1) registration on Form S-1 or any similar long-
     form registration and one (1) registration on Form S-3 or
     similar short-form registrations, but in no event may
     Weinstein Shareholder(s) be entitled to request more than
     one (1) such registration in any 12-month period.

          2.3  INCIDENTAL REGISTRATION. (a) In the event that
(but without any obligation to do so) the Company proposes to
conduct a Qualifying IPO and KLT has informed the Company that it
intends to include shares of Common Stock for resale in such
offering (or, if KLT does not elect to include its shares of
Common Stock for resale in such Qualifying IPO, then in the first
offering registered under the Securities Act in which KLT offers
its shares for resale), the Company shall promptly give each of
the Weinstein Shareholder(s) written notice of such registration
at least 20 days before the anticipated filing date of any
Registration Statement for such offering. Upon the written
request of any of the Weinstein Shareholder(s) within ten days
after the receipt by such Weinstein Shareholder(s) of such notice
from the Company, the Company shall cause to be registered under
the Securities Act the Pro Rata Share of all of the Weinstein
Shares that such Weinstein Shareholder(s) have so requested to be
registered.  The term "Pro Rata Share" for purposes of this
Section 2.3 shall mean the same proportion of shares of Common
Stock owned by Weinstein Shareholder(s) in relation to the shares
of Common Stock owned by KLT or its permitted transferees that
are proposed to be included in such offering as is equal to the
fraction, the numerator of which shall be the number of shares of
Common Stock owned by such Weinstein Shareholder(s) and the
denominator of which shall be the sum of the number of shares of
Common Stock owned by such Weinstein Shareholder(s) and KLT and
its permitted transferees (assuming full conversion and exercise
of all convertible and exercisable securities into Common Stock).
The Company shall not be required to proceed with, or maintain
the effectiveness of, any registration of its securities after
giving the notice herein provided, and the right of any Weinstein
Shareholder(s) to have Weinstein Shares included in such
Registration Statement shall be conditioned upon participation in
any underwriting to the

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extent provided herein. The Company shall
not be required to include any Weinstein Shares in such
underwriting unless the Weinstein Shareholder(s) owning such
shares enter into an underwriting agreement with the
underwriter(s) selected by the Company in customary form, and
upon terms and conditions agreed upon between the Company and
such underwriter(s) (except as to monetary obligations of the
Weinstein Shareholder(s) not contemplated by Section 2.7 of this
Shareholders Agreement).

          (b)  APPORTIONMENT IN INCIDENTAL REGISTRATION.  If the
offering made pursuant to Section 2.3(a) is an underwritten
offering and the managing underwriter(s) of the offering inform
the Company in writing that, in its opinion, the number of
securities requested to be included in such registration would be
likely to have an adverse effect on marketing the offering, then
the Company may include all securities proposed by the Company to
be sold for its own account or the maximum amount that the
underwriters considers saleable and such limitation on any
remaining securities that may, in the opinion of the underwriter,
be sold will be imposed pro rata among the Weinstein
Shareholder(s) and KLT and its permitted transferees  (assuming
full conversion and exercise of all convertible and exercisable
securities into Common Stock) on the basis of the percentage of
the securities sought to be registered, provided, however, that
no holders of securities other than Weinstein Shareholders and
KLT and its permitted transferees shall be entitled to include
their securities in such registration if such limitation is
imposed by the managing underwriter(s).

          2.4  REGISTRATION PROCEDURE. Whenever required under
this Shareholders Agreement to effect the registration of any
Weinstein Shares, the Company shall use its commercially
reasonable efforts to do the following as promptly as
practicable:

               (a)  prepare and file with the SEC a Registration
     Statement with      respect to such Weinstein Shares and
     cause such Registration Statement to become effective, and,
     upon the request of the holders of a majority of the
     Weinstein Shares registered thereunder, keep such
     Registration Statement effective for up to ninety (90) days
     or such shorter period as shall be required to sell all of
     the Weinstein Shares covered by such Registration Statement;

               (b)  prepare and file with the SEC such
     amendments, post-effective      amendments and supplements
     to such Registration Statement and the prospectus used in
     connection with such Registration Statement as may be
     necessary to comply with the provisions of the Securities
     Act with respect to the disposition of all Weinstein Shares
     covered by such Registration Statement;

               (c)  furnish to the Weinstein Shareholder(s)
     requesting registration of Weinstein Shares, without charge,
     such number of copies of a prospectus, including a
     preliminary prospectus, and any amendments or supplements
     thereto as such Weinstein Shareholder(s) may reasonably
     request;

               (d)  register and qualify the securities covered
     by such Registration Statement under such other securities
     or blue sky laws of such jurisdictions as shall be
     reasonably requested by the Weinstein Shareholder(s);
     provided, however, that the

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     Company shall not be required to qualify to do business, file
     a general consent to service of process or subject itself to
     taxation in any such states or jurisdictions where it would
     not otherwise be required to so qualify to do business or
     consent to service of process or subject itself to taxation;

               (e)  cooperate with the Weinstein Shareholder(s)
     and the underwriters, if any, participating in the
     disposition of such Weinstein Shares and their respective
     counsel in connection with any filings required to be made
     with the National Association of Securities Dealers, Inc.;

               (f)  in the event of any underwritten public
     offering, enter into and perform its obligations under an
     underwriting agreement, in usual and customary form, with
     the underwriter(s) of such offering, in accordance with such
     terms and conditions as the Company and the underwriter(s)
     may agree.  Each Weinstein Shareholder participating in such
     underwriting shall also enter into and perform its
     obligations under such an agreement;

               (g)  notify each Weinstein Shareholder owning
     Weinstein Shares covered by such Registration Statement, at
     any time when a prospectus relating thereto is required to
     be delivered under the Securities Act, of the occurrence of
     any event as a result of which the prospectus included in
     such Registration Statement, as then in effect, includes an
     untrue statement of a material fact or omits to state a
     material fact required to be stated therein or necessary to
     make the statements therein not misleading in the light of
     the circumstances then existing; PROVIDED that such
     Shareholder first agrees to maintain the confidentiality of,
     and not to trade on, such information until such time as the
     Company's counsel has advised that public disclosure has
     been made and a reasonable waiting period thereafter has
     elapsed.

               (h)  in the case of an underwritten public
     offering, furnish, at the request of any  Weinstein
     Shareholder(s) requesting registration pursuant to this
     Shareholders Agreement, on the date that such Weinstein
     Shares are delivered to the underwriters for sale in
     connection with a registration pursuant to this Shareholders
     Agreement, (A) an opinion of counsel representing the
     Company for the purposes of such registration, and (B) a
     letter addressed to the underwriters from independent
     certified public accountants of the Company, in each case to
     be dated such date and to be in form and substance as is
     customarily given by counsel or independent certified public
     accountants, as the case may be, to underwriters in an
     underwritten public offering;

          2.5  RIGHT TO WITHDRAW REGISTRATION. Notwithstanding
anything herein to the contrary, the Company may delay, suspend
or withdraw any registration or qualification of Weinstein Shares
required pursuant this Shareholders Agreement for a reasonable
period not exceeding 90 days if the Company in good faith
determines that any such registration would adversely affect an
offering or contemplated offering of any securities of the
Company or any other contemplated material corporate event.

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          2.6  OBLIGATION OF WEINSTEIN SHAREHOLDER(S) TO FURNISH
INFORMATION. It shall be a condition precedent to the obligations
of the Company to take any action pursuant to this Shareholders
Agreement with respect to any Weinstein Shares that any of the
Weinstein Shareholder(s) requesting registration of such
Shareholder's shares furnish to the Company such information
regarding himself or itself, the Weinstein Shares held by him or
it, and the intended method of disposition of such Weinstein
Shares as shall be required to effect the registration of such
Selling Shareholder's Weinstein Shares.

          Each of the Weinstein Shareholder(s) agrees that, upon
receipt of any notice from the Company of the occurrence of any
event of the kind described in Section 2.5 hereof, such
Shareholder shall forthwith discontinue disposition of Weinstein
Shares pursuant to the then current prospectus until the earliest
of the following events: (i) such Shareholder is advised in
writing by the Company that a new Registration Statement covering
the reoffer of Weinstein Shares has become effective under the
Securities Act, (ii) such Shareholder receives copies of a
supplemented or amended prospectus contemplated by Section 2
hereof, or (iii) until such Shareholder is advised in writing by
the Company that the use of the then current prospectus may be
resumed. The Company shall use its commercially reasonable
efforts to limit the duration of any discontinuance of
disposition of Weinstein Shares pursuant to this paragraph.

          2.7  REGISTRATION EXPENSES. In the case of any
registration of Weinstein Shares required pursuant to this
Shareholders Agreement, the Company shall pay all Registration
Expenses regardless of whether the Registration Statement becomes
effective.

          2.8  DELAY OF REGISTRATION. No Weinstein Shareholder(s)
shall have any right to obtain or seek an injunction restraining
or otherwise delaying any such registration as the result of any
controversy that might arise with respect to the interpretation
or implementation of this Section 2.

          2.9  MARKET STAND-OFF AGREEMENT. Each of the Weinstein
Shareholder(s) hereby agrees that during the 180-day period
following the effective date of a registration statement of the
Company filed under the Securities Act, he or it shall not, to
the extent requested by the Company and any underwriter, sell or
otherwise transfer or dispose of (other than to transferees who
agree to be similarly bound) any shares of Common Stock of the
Company held by him or it at any time during such period except
shares of Common Stock included in such registration, provided,
however, that:

               (a)  Such agreement shall be applicable only to:
     (i) the first such registration statement of the Company
     which covers Common Stock (or other securities) to be sold
     on its behalf to the public in an underwritten offering and
     (ii) a demand registration pursuant to Section 2.2 with
     respect to an underwritten offering; and

               (b)  All officers and directors of the Company and
     all other persons with registration rights (whether or not
     pursuant to this Shareholders Agreement) enter into and be
     bound by similar agreements.

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          In order to enforce the foregoing covenant, the Company
may impose stop-transfer instructions with respect to the
Weinstein Shares of each of the Weinstein Shareholder(s) (and the
shares or securities of every other person subject to the
foregoing restriction) until the end of such period.

          2.10 TERMINATION OF REGISTRATION RIGHTS. All rights and
duties provided for in this Section 2 shall terminate (a) on the
third anniversary of the closing of the sale of securities
pursuant to a registration statement filed by the Company under
the 1933 Act in connection with a Qualifying IPO, or (b) as to
each of the Weinstein Shareholder(s), at such time after the
Company's initial registered offering as all Weinstein Securities
held by and issuable to such Shareholder may be sold under Rule
144 of the Securities Act and as long as such Shareholder holds
less than 1% of the then outstanding shares of Common Stock.

          2.11 INDEMNIFICATION AND CONTRIBUTION.

               (a)  INDEMNIFICATION BY THE COMPANY. In the event
     any Weinstein Shares are included in a Registration
     Statement pursuant to this Shareholders Agreement, the
     Company hereby agrees to indemnify and hold harmless each of
     the Weinstein Shareholder(s), his or its partners,
     directors, officers and employees and each person, if any,
     who "controls" (within the meaning of the Securities Act)
     any Weinstein Shareholder(s) (the "Shareholder Indemnitees")
     against all losses, claims, damages, or liabilities, joint
     or several, or actions in respect thereof ("Losses") to
     which such Weinstein Shareholder(s) Indemnitees may become
     subject under the Securities Act, or otherwise, insofar as
     such Losses arise out of, or are based upon, any untrue
     statement or alleged untrue statement of any material fact
     contained in such Registration Statement, any related
     preliminary prospectus, or any related prospectus or any
     amendment or supplement thereto, or arise out of, or are
     based upon, the omission or alleged omission to state
     therein a material fact required to be stated therein or
     necessary to make the statements therein not misleading, and
     will reimburse such Shareholder Indemnitees for any legal or
     other expenses reasonably incurred by it or them in
     connection with investigating or defending any such Losses;
     provided, however, that the Company will not be so liable to
     the extent that any such Losses arise out of, or are based
     upon, an untrue statement or alleged untrue statement of a
     material fact or an omission or alleged omission to state a
     material fact in such Registration Statement, such
     preliminary prospectus, or such prospectus, or any such
     amendment or supplement thereto in reliance upon, and in
     conformity with, written information furnished to the
     Company by or on behalf of any Weinstein Shareholder(s) or
     an underwriter specifically for use therein; provided
     further, that the Company shall not be liable, and this
     indemnification agreement shall not apply, to the extent
     that any such Losses are solely attributable to the failure
     of any of the Weinstein Shareholder(s) (or underwriter or
     agent acting on its behalf) to deliver a final prospectus
     (or amendment or supplement thereto) that corrects a
     material misstatement or omission contained in the
     preliminary prospectus (or final prospectus).

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               (b)  INDEMNIFICATION BY THE WEINSTEIN
     SHAREHOLDER(S) OF WEINSTEIN SHARES. With respect to written
     information furnished to the Company in connection with any
     registration pursuant to the terms of this Shareholders
     Agreement by or on behalf of any of the Weinstein
     Shareholder(s) specifically for use in a Registration
     Statement, any related preliminary prospectus, or any
     related prospectus or any supplement or amendment thereto,
     such Weinstein Shareholder(s) shall severally indemnify and
     hold harmless the Company, and its partners and employees
     and each person, if any, who "controls" (within the meaning
     of the Securities Act) the Company (the "Company
     Indemnitees") against any Losses to which the Company or
     such other person entitled to indemnification hereunder may
     become subject under the Securities Act, or otherwise,
     insofar as such Losses arise out of, or are based upon, any
     untrue statement or alleged untrue statement of any material
     fact contained in such Registration Statement, such
     preliminary prospectus, or such prospectus, or any such
     amendment or supplement thereto, or arise out of, or are
     based upon, the omission or alleged omission to state
     therein a material fact required to be stated therein or
     necessary to make the statements therein not misleading; and
     such Weinstein Shareholder(s) shall reimburse the Company
     Indemnitees for any legal or other expenses reasonably
     incurred by it or them in connection with investigating or
     defending any such Losses, in each case to the extent, but
     only to the extent, that the same arises out of, or is based
     upon, an untrue statement or alleged untrue statement of a
     material fact or an omission or alleged omission to state a
     material fact in such Registration Statement, such
     preliminary prospectus, or such prospectus or any such
     amendment or supplement thereto in reliance upon, and in
     conformity with, such written information. In no event shall
     the liability of any of the Weinstein Shareholder(s)
     hereunder be greater in amount than the dollar amount of the
     proceeds (net of the payment of all expenses by such
     Weinstein Shareholder(s)) received by such Weinstein
     Shareholder(s) upon the sale of the Weinstein Shares giving
     rise to such indemnification obligation.

               (c)  CONDUCT OF INDEMNIFICATION PROCEEDINGS.
     Promptly after receipt by an indemnified party hereunder of
     notice of any claim or the commencement of any action by a
     claimant not an indemnified party hereunder ("Third-Party
     Claim"), the indemnified party shall, if a claim for
     indemnification in respect thereof is to be made by such
     indemnified party against an indemnifying party, promptly
     notify such indemnifying party in writing of such Third-
     Party Claim as soon as is reasonably practicable after said
     claim is actually known to the indemnified party; provided,
     however, that the right of an indemnified party to be
     indemnified hereunder in respect of Third-Party Claims shall
     not be adversely affected by such indemnified party's
     failure to notify the indemnifying party of such Third-Party
     Claim unless, and then only to the extent that, an
     indemnifying party is actually damaged or suffers any loss
     or incurs any additional expense as a result thereof. If any
     such Third-Party Claim is brought against an indemnified
     party, and it promptly notifies the indemnifying party
     thereof, the indemnifying party shall be entitled to assume
     the defense thereof with counsel selected by the
     indemnifying party and reasonably satisfactory to the
     indemnified party. After the indemnifying party gives notice
     to the indemnified party of its election to assume the
     defense of such Third-Party Claim, (i) the indemnifying
     party shall not, except as provided below, be liable to the

                                10

<PAGE>

     indemnified party for any legal or other expense
     subsequently incurred by the indemnified party in connection
     with the defense thereof, (ii) the indemnifying party shall
     not be liable for the costs and expenses of any settlement
     of such claim or action unless such settlement was effected
     with the written consent of the indemnifying party or the
     indemnified party waived any rights to indemnification
     hereunder in writing, in which case the indemnified party
     may effect a settlement without such consent at its own cost
     and expense, and (iii) the indemnified party shall be
     obligated to cooperate with the indemnifying party in the
     investigation of such claim or action; provided, however,
     that the Shareholder Indemnitees may employ their own
     counsel to participate in the defense of a Third-Party Claim
     if they have been advised by counsel in writing that, in the
     reasonable judgment of such counsel, it is advisable for
     such Shareholder Indemnitees to be represented by separate
     counsel due to the presence of a conflict of interest
     between such Shareholder Indemnitees and the indemnifying
     party, and in such event the fees and expenses of such
     separate counsel shall be paid by the Company; provided
     further, that the Company shall not be liable for the
     reasonable fees and expenses of more than one separate
     counsel at any time for all such Shareholder Indemnitees. An
     indemnifying party shall not, without the prior written
     consent of the indemnified parties, settle, compromise or
     consent to the entry of any judgment with respect to any
     pending or threatened Third-Party Claim in respect of which
     indemnification or contribution may be sought hereunder
     (whether or not the indemnified parties are actual or
     potential parties to such Third-Party Claim) unless such
     settlement, compromise or consent includes a release of such
     indemnified party reasonably acceptable to such indemnified
     party from all liability arising out of such Third-Party
     Claim, or unless the indemnifying party shall confirm in a
     written agreement reasonably acceptable to such indemnified
     party that, notwithstanding any federal, state or common
     law, such settlement, compromise or consent shall not
     adversely affect the right of any indemnified party to
     indemnification or contribution as provided in this
     Shareholders Agreement.

               (d)  SURVIVAL OF INDEMNIFICATION. The obligations
     under this Section 2.11 shall survive the completion of any
     offering of Weinstein Shares in a Registration Statement
     pursuant to this Shareholders Agreement, and otherwise.

     3.   ADDITIONAL RIGHTS AND OBLIGATIONS OF WEINSTEIN AND
          PERMITTED TRANSFEREES

          3.1  RIGHT OF FIRST OFFER

               (a)  If the Company proposes to sell equity
     securities for cash to third parties other than employees of
     the Company prior to a Qualifying IPO, then Weinstein and
     his permitted transferees (collectively, the "First
     Offeree(s)") shall be given a Sale Notice which shall set
     forth (i) the number of equity securities proposed to be
     sold (the "First Offer Securities"), (ii) the price per
     share or unit of equity securities for the First Offer
     Securities (the "Offer Price"), and (iii) the other terms
     and conditions of the proposed sale of the First Offer
     Securities.

                                11

<PAGE>

                (b)  Upon receipt of the Sale Notice, each First
     Offeree shall have the option to purchase up to that number
     of First Offer Securities at the Offer Price as equals the
     product of (i) the number of First Offer Securities
     multiplied by (ii) a fraction, the numerator of which shall
     be the number of shares of Common Stock owned by such First
     Offeree (assuming full conversion and exercise of all
     convertible and exercisable securities into Common Stock)
     and the denominator of which shall be the number of shares
     of Common Stock owned by all of the First Offerees (assuming
     full conversion and exercise of all convertible and
     exercisable securities into Common Stock) (the
     "PROPORTIONATE FIRST OFFER SHARE").  Upon delivery of the
     Sale Notice, each First Offeree shall have 5 business days
     (the "FIRST OFFER WINDOW") to deliver a written notice to
     the Company stating whether he or it elects to exercise his
     or its option under this Section 3.1 and the maximum number
     of First Offer Securities (up to all of such First Offeree's
     Proportionate First Offer Share) that he or it is willing to
     purchase, and such notice shall constitute an irrevocable
     commitment to purchase such First Offer Securities, subject
     only to such conditions as were contained in the Sale
     Notice.  The closing of the sale of First Offer Securities
     to any exercising First Offeree shall occur on or before the
     second business day following the expiration of the First
     Offer Window.  At such closing, the Company shall deliver a
     certificate or certificates representing the First Offer
     Securities, properly endorsed for transfer, and the
     exercising First Offerees shall deliver payment of the
     purchase price therefor.

          3.2  TAG ALONG SALES.

               (a)  RIGHT TO REQUIRE SALE. Notwithstanding any
     other provision hereof, if KLT proposes  to sell shares of
     Common Stock, which shares would represent more than 10% of
     the outstanding shares of Common Stock (assuming full
     conversion and exercise of all convertible and exercisable
     securities into Common Stock) at that time, to an
     unaffiliated third party (a "Interest Sale"), then upon
     request of Weinstein or his permitted transferees
     (collectively, the "Weinstein Group"), KLT will afford such
     member the opportunity to sell, the same percentage of
     shares of Common Stock held by such member at that time to
     such third party, at the same price and on the same terms
     and conditions as KLT has agreed to sell its shares of
     Common Stock to the unaffiliated third party.  Such right
     shall be exercisable upon delivery by such member (a
     "Participating Shareholder") to the Company of a written
     notice accepting such opportunity within (i) three (3)
     (business days of the date of the Interest Sale Notice (as
     defined below) if the consideration is all cash or (ii) five
     (5) business days after receipt by the Participating Member
     of Requested Information (defined below) if the
     consideration other than all cash. (.

               (b)  INTEREST SALE NOTICE. Prior to making any
     Interest Sale, KLT shall provide each member of the
     Weinstein Group with written notice (the "Interest Sale
     Notice"). If the consideration in the Interest Sale is all
     cash, KLT shall give the Interest Sale Notice at least four
     (4)  business days prior to the proposed date of the
     Interest Sale ("Interest Sale Date"). In all other
     situations, the Interest Sale Date shall not take place
     until six (6) ( business days following the receipt by the
     applicable member of the

                                12

<PAGE>

     Weinstein Group of all information
     (the "Requested Information") about the Interest Sale that
     each member of the Weinstein Group reasonably requests
     within two (2) business days of receiving the Interest Sale
     Notice. The Interest Sale Notice will identify the proposed
     purchaser, the percentage of Common Stock to be sold, the
     proposed amount and form of consideration to be paid per
     share, the terms and conditions of payment and, if the
     consideration in the Interest Sale is cash, the Interest
     Sale Date.

               (c)  INTEREST SALE CLOSING. On the Interest Sale
     Date, each Participating Shareholder and KLT shall deliver
     certificates, notes and instruments of assignment for the
     securities to be sold in the Interest Sale, duly endorsed
     for transfer (accompanied as appropriate by stock power or
     powers and other appropriate instruments of assignment duly
     executed), to the purchaser in the manner and at the address
     indicated in the Interest Sale Notice, against delivery of
     the agreed purchase price.

          3.3  EQUAL TREATMENT IN MERGERS, CONSOLIDATION AND
SALES OF ASSETS.  If KLT agrees to vote in favor of a merger or
consolidation of the Company with a third party, or a sale of all
or substantially all of the assets of the Company to a third
party, Weinstein and his permitted transferees shall be entitled
to participate therein at the same price per share of Common
Stock received by KLT and on the same terms and conditions as
KLT.  KLT and Weinstein agree, and Weinstein shall cause each of
his permitted transferees to agree, not to exercise any
dissenter's rights of appraisal with respect to any such merger,
consolidation or sale of assets.

          3.4  DRAG-ALONG RIGHTS.  If KLT agrees to sell more
than 50% of the Company's fully diluted outstanding shares to a
third party, or if KLT agrees to vote in favor of a merger or
consolidation with a third party, or sell all or substantially
all of the assets of the Company to a third party, then KLT shall
have the right to require to be sold to such third party, or vote
in favor thereof, all of the shares of Common Stock owned by
Weinstein and his permitted transferees at the same price and on
the same terms and conditions as apply to KLT with respect
thereto.  KLT shall provide Weinstein and his permitted
transferees written notice of the transactions described above,
and the terms and conditions related thereto, at least 10 days
prior to the date of consummation of such transaction.

          3.5  ACCESS TO INFORMATION.  During the time period
that Weinstein or his designee serves as a director, Weinstein
shall be granted such reasonable access to information concerning
the Company as is required by law to be made available to a
director of a Missouri corporation, PROVIDED that Weinstein
agrees, and shall cause any designee of his to agree, (i) to
maintain the confidentiality of all nonpublic information and not
disclose such nonpublic information to any third parties, and
(ii) not to use any such nonpublic information for any purpose
that is directly or indirectly in competition with, or otherwise
injurious to, the current or proposed business of the Company or
its subsidiaries.  If Weinstein or his designee ceases to be a
director, Weinstein shall be granted such access to nonpublic
information as is required by Missouri law to be granted to
shareholders of a Missouri corporation.  If the Company ceases to
file reports with the U.S. Securities and Exchange Commission for
any reason, Weinstein shall be provided with annual audited
financial statements within 90 days of the end of the Company's

                                13

<PAGE>

fiscal year and unaudited quarterly financial statements for the
first three quarters of each year within 45 days of the end of
the applicable quarter.

          3.6  Allocation of Net Operating Losses.  Weinstein
hereby consents to the allocation to, and use by, KLT and/or its
affiliates of the existing and future net operating losses of the
Company to offset the taxable income of KLT and/or its
affiliates, except to the extent that the Company would otherwise
have taxable income in the same tax year in which KLT and/or its
affiliates use such net operating losses.

          3.7  RESTRICTIONS ON TRANSFER.

               (a)  Weinstein agrees that he shall not be
     permitted to transfer any of his shares of Common Stock
     prior to September 1, 2003 to the extent that after such
     sale Weinstein would own less than 15% of the fully diluted
     outstanding shares of Common Stock, except pursuant to tag-
     along and drag-along rights granted pursuant to this
     Shareholders Agreement.

               (b)  Any transfer of shares of Common Stock
     permitted to be transferred pursuant to this Shareholders
     Agreement shall be subject to the agreement by the
     transferee of such Shares to be bound by all terms and
     conditions of this Shareholders Agreement.

          3.8  LEGEND. All Shares shall be imprinted with a
legend in substantially the following form:

          "THE SHARES OF STOCK REPRESENTED BY THIS
     CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
     SECURITIES ACTS, AND MAY NOT BE SOLD OR TRANSFERRED
     EXCEPT PURSUANT TO THE REGISTRATION PROVISIONS OF SUCH
     ACTS OR AN EXEMPTION THEREFROM. THE SHARES REPRESENTED
     BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
     ON TRANSFER CONTAINED IN A CERTAIN SHAREHOLDERS
     AGREEMENT, BY AND AMONG THE COMPANY AND THE PURCHASER
     OF SUCH SHARES, COPIES OF WHICH ARE AVAILABLE AT THE
     PRINCIPAL OFFICES OF THE COMPANY."

     4.   TERMINATION

          4.1  COMPLETE TERMINATION. This Shareholders Agreement
and all restrictions on Share transfers created hereby shall
terminate on the occurrence of any of the following events:

               (a)  The issuance of an order by a court of
     competent jurisdiction declaring that the Company is
     bankrupt;

               (b)  The dissolution of the Company.

                                14

<PAGE>

               (c)  KLT becoming the owner of all of the shares
     of the Company which are then subject to this Shareholders
     Agreement, in which case the director designated by
     Weinstein for nomination shall immediately resign and all
     rights previously held by Weinstein shall terminate.

               (d)  The execution of a written instrument by the
     Company and Weinstein which terminates this Shareholders
     Agreement.

          4.2  EFFECT. The termination of this Shareholders
Agreement for any reason shall not affect any right or remedy
existing hereunder prior to the effective date of its
termination, except that upon termination of this Shareholders
Agreement, Weinstein shall resign from the Board of Directors or
cause the resignation of his designee for nomination to the Board
of Directors and shall thereafter have no right arising hereunder
to nominate or elect members of the Board of Directors.

                                15

<PAGE>

     5.   GENERAL PROVISIONS

          5.1  GOVERNING LAW. This Shareholders Agreement shall
be construed pursuant to the laws of the State of Missouri.

          5.2  DEFINITIONS. When used herein, the term "Shares"
shall mean in all cases, except where the context clearly
requires otherwise, all shares of the Company's Common Stock and
Preferred Stock owned by the Shareholders.  Unless otherwise
defined herein, all capitalized terms shall have the meanings
ascribed to them in the Shareholders Agreement.

          5.3  REMEDIES FOR BREACH. The Shares are unique
chattels and each party to this Shareholders Agreement shall have
the remedies which are available to him or it for the violation
of any of the terms of this Shareholders Agreement, including,
but not limited to, the equitable remedies for specific
performance and injunctive relief.

          5.4  NOTICES. All notices, requests, demands, and other
communications required or permitted under this Shareholders
Agreement shall be in writing and shall be deemed to have been
duly given and made upon being delivered either in person or by
nationally recognized courier or by fax delivery to the party for
whom it is intended, provided that a copy thereof is deposited,
postage prepaid, certified or registered mail, return receipt
requested, in the United States mail, bearing the address shown
in this Section 5.4 for, or such other address as may be
designated in writing hereafter by, such party:

          If to the Company:

                 Ronald G. Wasson
                 DTI Holdings, Inc.
                 8112 Maryland Avenue, Suite 400
                 St. Louis, MO 63105

          If to KLT:

                 KLT Telecom Inc.
                 10740 Nall, Suite 230
                 Overland Park KS  66211
                 Attn:  President
                 (913) 967-4302
                 (913) 967-4340  (Fax)

                                16

<PAGE>

          With a copy to:

                 KLT Telecom Inc.
                 10740 Nall, Suite 230
                 Overland Park KS  66211
                 Attn:  General Counsel
                 (913) 967-4302
                 (913) 967-4340  (Fax)

          and to:

                 Stinson, Mag & Fizzell, P.C.
                 1201 Walnut, Suite 2800
                 Kansas City, Missouri 64106-2150
                 Fax: 816-691-3495
                 Attn:  John A. Granda, Esq.

          If to the Weinstein:

                 Richard D. Weinstein
                 14222 Kinderhook Drive
                 Chesterfield, MO  63107
                 (314) 253-6610
                 (314) 880-1545 (Fax)

          With a copy to:

                            Bryan Cave LLP
                            One Metropolitan Square, Suite 3600
                            211 N.  Broadway
                            St.  Louis, MO 63102
                            Attn:  Denis McCusker, Esq.



          5.5  AMENDMENT. This Shareholders Agreement may be
amended or altered at any time if the amendment or alteration is
both ratified by the Board of Directors of the Company and
consented to in writing by all other parties hereto.

          5.6  CAPTIONS. The captions and headings to Sections of
this Shareholders Agreement have been inserted for identification
and reference purposes only and shall not be used to construe the
meaning or the interpretation of this Shareholders Agreement.

                                17

<PAGE>

          5.7  BINDING EFFECT. This Shareholders Agreement is
binding upon and inures to the benefit of the Company, its
successors, assigns, and transferees, and to the Shareholders and
their respective heirs, personal representatives, successors and
permitted assigns and transferees.

          5.8  ENTIRE AGREEMENT; AMENDMENT. This Shareholders
Agreement, together with the Agreement (including schedules)
constitutes the full and entire understanding and agreement
between the parties with respect to the subject matter hereof.

          5.9  COUNTERPARTS. This Shareholders Agreement may be
executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute
one and the same instrument.

          5.10 SEVERABILITY. In the event that any provision of
this Shareholders Agreement becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable or void, this
Shareholders Agreement shall continue in full force and effect
without said provision.

[REST OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE TO FOLLOW]

                                18

<PAGE>


          IN WITNESS WHEREOF, the Company and the Shareholders
have executed this Shareholders Agreement on the day and year
above written.

                              DTI Holdings, Inc.

                              By:   /s/ Gary W. Douglass
                              Name:     Gary W. Douglass
                              Title:    Senior Vice President and
                                        Chief Financial Officer


                              SHAREHOLDERS:

                              /s/ Richard D. Weinstein
                              Richard D.  Weinstein


                              KLT Telecom Inc.

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


                                19

<PAGE>


                            EXHIBIT A

                SHARES OWNED BY THE SHAREHOLDERS



     NAME OF SHAREHOLDER                       NUMBER OF SHARES OWNED

     Richard D.  Weinstein               9,906,064 Shares of Common Stock

     KLT Telecom Inc.                    30,000 Shares of Preferred Stock
                                         20,093,936 Shares of Common Stock

                                20