Exhibit 10.33

                      EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 2nd
day  of April, 2001, (the "Effective Date") but shall take effect
as  of  the  Effective  Date, as defined below,  by  and  between
Digital Teleport, Inc., a Missouri corporation with its principal
place  of  business  at 8112 Maryland Avenue, Fourth  Floor,  St.
Louis,  MO 63105 (the "Company"), and Paul Pierron, an individual
residing  at 22 Picardy Hill Drive, Chesterfield, MO  63017  (the
"Employee").

                            RECITALS

     The Company, a wholly-owned subsidiary of DTI Holdings, Inc.
("Holdings"),  desires to employ the Employee, and  the  Employee
desires to be employed by the Company.  In consideration  of  the
mutual  covenants and promises contained herein, and  other  good
and  valuable consideration, the receipt and sufficiency of which
are  hereby acknowledged by the parties hereto, the parties agree
as follows:

      1.   TERM OF EMPLOYMENT.  The Term (the "Initial Term")  of
this  Agreement shall commence on the Effective Date and, subject
to  the  further  provisions  of this  Agreement,  shall  end  on
December  31,  2004, provided, however, this Agreement  shall  be
automatically  renewed  for  successive  one  (1)  year   periods
("Renewal Term") unless, at least ninety (90) days prior  to  the
expiration of the Initial Term or any Renewal Term, either  party
gives written notice to the other party specifically electing  to
terminate  this Agreement at the end of the Initial Term  or  any
such Renewal Term.

     2.   TITLE; CAPACITY.  The Employee shall serve as President
and  Chief  Executive Officer of the Company  or  in  such  other
position  as  the Company's Board of Directors (the "Board")  may
determine  from time to time.  The Employee shall be  subject  to
the supervision of, and shall have such authority as is delegated
to  him by, the Board.  The Employee shall also be elected to the
Board  and  to  the  board  of  directors  of  Holdings  for  the
Employment Period.

           The Employee hereby accepts such employment and agrees
to  undertake  the duties and responsibilities inherent  in  such
position and such other duties and responsibilities as the  Board
or its designee shall from time to time reasonably assign to him.
The Employee agrees to devote his entire business time, attention
and  energies  to the business and interests of the Company  (and
its  affiliates as required by the Company's investments and  the
Employee's positions therein) during the Employment Period.   The
Employee agrees to abide by the rules, regulations, instructions,
personnel  practices and policies of the Company and any  changes
therein  which  may be adopted from time to time.   The  Employee
acknowledges  receipt of copies of all such  rules  and  policies
committed to writing as of the date of this Agreement.

3.   COMPENSATION AND BENEFITS.

           a.    SALARY.   The Company shall pay the employee  an
annual  base  salary of Two Hundred Twenty Five Thousand  Dollars
($225,000.00) for the one-year period

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commencing on the Effective Date,  with  such  base  salary payable
in  accordance  with  the Company's  usual  payment practices.
Such base salary  shall  be subject  to  adjustment thereafter as
determined  by  the  Board; provided,  however, that such base
salary shall not be  decreased below Two Hundred Twenty Five
Thousand Dollars ($225,000.00).

           b.    FRINGE BENEFITS.  The Employee shall be entitled
to   participate  in  all  benefit  programs  that  the   Company
establishes and makes available to its employees, if any, to  the
extent that Employee's position, tenure, salary, age, health  and
other   qualifications   make  him   eligible   to   participate.
Notwithstanding  the  foregoing, Employee shall  be  entitled  to
three  weeks of vacation in each calendar year of the  Employment
Period.

           c.    REIMBURSEMENT  OF EXPENSES.  The  Company  shall
reimburse  the  Employee for all reasonable travel, entertainment
and other expenses incurred or paid by the Employee in connection
with,   or   related   to,  the  performance   of   his   duties,
responsibilities   or   services  under  this   Agreement,   upon
presentation   by   the   Employee  of   documentation,   expense
statements, vouchers and/or such other supporting information  as
the  Company  may  request, PROVIDED, HOWEVER,  that  the  amount
available  for such travel, entertainment and other expenses  may
be  fixed  in advance by the Board.  Upon prior approval  by  the
Board, the Company shall reimburse Employee, or directly pay for,
dues  and membership fees for industry organizations relevant  to
Employee's duties.

          d.   ANNUAL INCENTIVE COMPENSATION.  The Employee shall
be   eligible  for  an  annual  bonus,  based  on  the  Company's
achievement of annual revenue and EBITDA targets mutually  agreed
to by the Employee and the Board.  The Employee shall be eligible
for  a  bonus  of one-quarter of his annual base  salary  on  the
complete  achievement of each of the revenue and EBITDA  targets.
No  bonus  shall  be payable with respect to a target  unless  at
least  85%  of  such target is achieved; the bonus for  a  target
shall be prorated for achieving at least 85% of such target.   No
additional bonus shall be payable to the Employee for exceeding a
target,  unless both targets are exceeded; in such case, Employee
shall  be eligible for an additional bonus equal to the increment
of  the  average percentage (such increment shall  not,  however,
exceed  100%)  of  both  targets above  100%.   For  illustrative
purposes, if the Company achieves 110% of the revenue target, and
130% of the EBITDA target, the Employee shall earn a bonus of 70%
of  base  salary  (25% of base salary for achieving  the  revenue
target,  25% of base salary for achieving the EBITDA target,  and
20% of base salary based on the average of the revenue and EBITDA
targets above 100%).  The annual bonus shall be determined as  of
the end of each calendar year in the Employment Period, and shall
be  due and payable as soon as practicable after the end of  such
calendar year.

          e.   OPTIONS.  Employee will receive a grant of options
to  purchase  up to 1,000,000 shares of Holdings'  common  stock.
Such  options  shall  have the features set forth  in  EXHIBIT  A
hereto.    The  grant  date  shall  be  as  soon  as   reasonably
practicable  after  the Effective Date, not to  exceed  four  (4)
months.

           f.    TAXES.   All compensation shall  be  subject  to
customary withholding taxes and other employment and usage  taxes
as required with respect thereto.

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     4.   EMPLOYMENT TERMINATION.  The employment of the Employee
by  the  Company pursuant to this Agreement shall terminate  upon
the occurrence of any of the following:

           a.   Expiration of the Employment Period in accordance
with Section 1;

           b.    At  the  election of the Company,  for  "Cause",
immediately  upon written notice by the Company to the  Employee.
"Cause"  for such termination shall include, but not limited  to,
the following:

                i.    Dishonesty of the Employee with respect  to
the Company;

                ii.   Willful misfeasance or nonfeasance of  duty
intended  to  injure  or  having  the  effect  of  injuring   the
reputation, business or business relationships of the Company  or
its respective officers, directors or employees;

                iii.  Upon  a  charge  by a  governmental  entity
against the Employee of any crime involving moral turpitude which
is  demonstrably and materially injurious to the Company or  upon
the   filing   of  any  civil  action  involving  a   charge   of
embezzlement,  theft,  fraud  or  other  similar  act  which   is
demonstrably and materially injurious to the Company;

               iv.  Willful or prolonged absence from work by the
Employee  (other than by reason of disability due to physical  or
mental illness) or failure, neglect or refusal by the Employee to
perform  his duties and responsibilities without the  same  being
corrected upon ten (10) days prior written notice; or

                v.    Breach  by  the  Employee  of  any  of  the
covenants contained in this Agreement.

                vi.   Failure  of the Employee to  meet  mutually
agreed-upon  targets and objectives reasonably within  Employee's
control.

           c.    Immediately upon the death or disability of  the
Employee.   As  used  in this Agreement, the  term   "disability"
shall  mean  the inability of the employee, due to a physical  or
mental  disability,  for  a period of 90  days,  whether  or  not
consecutive,  during any 360 day period to perform  the  services
contemplated under this Agreement.  A determination of disability
shall be made by a physician satisfactory to the Company.

           d.    At  the election of the Company or the Employee,
with or without cause upon 90 days written notice by one party to
the other.

     5.   EFFECT OF TERMINATION.

           a.   TERMINATION FOR CAUSE OR AT ELECTION OF EMPLOYEE.
In  the  event the Employee's employment is terminated for  cause
pursuant to Section 4.b. (excluding Section 4.b.vi.), or  at  the
election  of  the Employee pursuant to Section 4.d., the  Company
shall pay to the Employee the compensation and benefits otherwise
payable to him under Section 3 through the

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last day of his actual employment by the Company.  In the event
the Employee's employment is terminated for cause pursuant to Section
4.b.vi., the Company shall pay to the Employee six months' of base
salary, payable  over a six month period in accordance with the Company's
usual payment practices, and shall continue to keep in place  all
medical  plans  with respect to Employee for a six  month  period
after termination with the same level of coverage, upon the  same
terms  and otherwise to the same extent as such plans shall  have
been  in  effect  immediately prior to  the  date  of  Employee's
termination.

           b.    TERMINATION  FOR DEATH OR  DISABILITY.   If  the
Employee's  employment  is terminated  by  death  or  because  of
disability pursuant to Section 4(c), the Company shall pay to the
estate  of the Employee or to the Employee, as the case  may  be,
the compensation which would otherwise be payable to the Employee
up  to  the  end  of  the month in which the termination  of  his
employment because of death or disability occurs.

           c.   TERMINATION AT ELECTION OF COMPANY.  In the event
the  Employee's employment is terminated at the election  of  the
Company  pursuant to Section 4(d), the Company shall pay  to  the
Employee  one year's base salary, payable over a one-year  period
in   accordance  with  the  Company's  usual  payment  practices.
Further, the Company shall continue to keep in place all  medical
plans  with  respect  to  Employee for a one  year  period  after
termination with the same level of coverage, upon materially  the
same  terms  and  otherwise to the same material extent  as  such
plans shall have been in effect immediately prior to the date  of
Employee's termination.

            d.     EFFECT  OF  TERMINATION  ON  ANNUAL  INCENTIVE
COMPENSATION.    In  the  event  the  Employee's  employment   is
terminated pursuant to Section 4.d. by either the Company or  the
Employee,  before the end of a calendar year, the Employee  shall
be  entitled  to  a  prorated portion  of  the  annual  incentive
compensation provided by Section 3.d., based upon actual  results
achieved  and  the  portion of the year  in  which  Employee  was
employed by the Company.

           c.    SURVIVAL.  The provisions of Sections  6  and  7
shall survive the termination of this Agreement.

     6.   NON-COMPETE.

           a.   Employee covenants and agrees that Employee shall
not,  directly or indirectly, as a principal, employee,  partner,
consultant,  agent of otherwise, compete or assist in competitive
activity with the Company, within the areas in which the  Company
then  operates, during the Employment Period and for a period  of
twelve   (12)   consecutive  months  immediately  following   the
Employment  Period (the period of time during  with  Employee  is
restricted  from  such  competition  pursuant  to  the  foregoing
provisions is hereinafter referred to as the "Restricted Period")
without  the  express  prior  written  consent  of  the  Company;
provided,  however,  that the running of  the  Restricted  Period
shall  be  tolled  during any period of time  in  which  Employee
violates  the provisions herein.  Without limiting the generality
of   what   might   constitute  competitive  activity,   Employee
acknowledges  and agrees that any fiber-optic competitive  access
provider,  competitive  or incumbent local  exchange  carrier  or
inter-exchange carrier shall constitute competitive activity.

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<PAGE>

           b.    During the Restricted Period, Employee shall not
directly or indirectly, alone or in concert with others,  solicit
or  accept the business of any customer (or any person or  entity
whom  the Company or any of its employees or agents has solicited
as a prospective customer) ("Customer") (nor provide any services
or  any Customer) which was a Customer of the Company at any time
during the course of Employee's employment by the Company.

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

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

           e.   If any restriction set forth in this Section 6 is
found  by any court of competent jurisdiction to be unenforceable
because  it  extends for too long a period of time  or  over  too
great a range of activities or in too broad a geographic area, it
shall  be  interpreted to extend only over the maximum period  of
time,  range of activities or geographic area as to which it  may
be enforceable.

           f.    The restrictions contained in this Section 6 are
necessary for the protection of the business and goodwill of  the
Company  and are considered by the Employee to be reasonable  for
such  purpose.   The  Employee agrees that  any  breach  of  this
Section  6  will  cause the Company substantial  and  irrevocable
damage  and  therefore,  in the event  of  any  such  breach,  in
addition  to  such  other remedies which may  be  available,  the
Company  shall  have the right to seek specific  performance  and
injunctive relief.  The prevailing party in a legal proceeding to
remedy a breach under this Agreement shall be entitled to receive
its  reasonable attorney's fees, expert witness fees, and out-of-
pocket  costs  incurred in connection with  such  proceeding,  in
addition to any other relief it may be granted.

     7.   PROPRIETARY INFORMATION AND DEVELOPMENTS

          a.   PROPRIETARY INFORMATION.

               i.   Employee covenants and agrees that (A) during
the  Employment Period, except pursuant to appropriate safeguards
on  confidentiality and only in connection with the  business  of
the  Company, and (B) after the Employment Period, on  any  basis
for  any  reason,  Employee shall not use or disclose  to  anyone
except  authorized personnel of the Company, whether or  not  for
his benefit or otherwise, any confidential matters (collectively,
"Confidential Matters"), concerning the Company or its suppliers,
consultants,  agents  or  clients,  whether  former,  current  or
potential   (collectively,  the  "Clients"),  including   without
limitation,  all

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confidential  technical  information   of   the
Company,  secrets, trade secrets, formulas, proprietary software,
copyrights,   Client  lists,  lists  of  employees,  confidential
evaluations,  mailing  lists, details  of  consultant  contracts,
pricing  policies,  sales data and reports, margins,  operational
methods  and  processes, marketing plans or strategies,  business
acquisition  plans,  new personnel acquisition  plans,  financial
information and other confidential business affairs,  learned  by
Employee  concerning the Company, its Clients, or a third  party,
including   without   limitation,  any  subsidiaries,   partners,
affiliates,   shareholders,   employees,   lenders,    suppliers,
consultants,  agents  or joint venture partners  of  the  Company
(collectively, "Affiliates").

                ii.   Employee further covenants and agrees  that
(A)   all   confidential   memoranda,  notes,   sketches,   lists
(including,  without  limitation, mailing  and  customer  lists),
records, other confidential documents and computer diskettes (and
all  copies  thereof)  made  or  compiled  by  Employee  or  made
available  to  him concerning the Company, its  Clients  and  any
Affiliates are the sole property of the Company, and (B) if  such
documents  are  in  the possess or control of Employee,  Employee
shall deliver them, without retaining any copies thereof, to  the
Company  promptly  at  the  time  of  Employee's  termination  of
employment or at any other time upon request by the Company.

          b.   DEVELOPMENTS.

               i.   Employee will make full and prompt disclosure
to  the  Company  of  all inventions, improvements,  discoveries,
methods, developments, software, and works of authorship, whether
patentable or not, which are created, made, conceived or  reduced
to  practice  by the Employee or under his direction  or  jointly
with others during his employment by the Company, whether or  not
during  normal  working hours or on the premises of  the  Company
(all  of which are collectively referred to in this Agreement  as
"Developments").

                ii.   Employee agrees to assign and  does  hereby
assign to the Company (or any person or entity designated by  the
Company)  all  his  right,  title and  interest  in  and  to  all
Developments   and  all  related  patents,  patent  applications,
copyrights  and  copyright applications.  However,  this  Section
7.b.ii.  shall not apply to Developments which do not  relate  to
the  present  or planned business or research and development  of
the  Company and which are made and conceived by the Employee not
during  normal working hours, not on the Company's  premises  and
not  using the Company's tools, devices, equipment or Proprietary
Information.

                iii. Employee agrees to cooperate fully with  the
Company,  both during and after his employment with the  Company,
with  respect to the procurement, maintenance and enforcement  of
copyrights  and  patents (both in the United States  and  foreign
countries)  relating to Developments.  Employee  shall  sign  all
papers,  including,  without limitation, copyright  applications,
patent  applications,  declarations, oaths,  formal  assignments,
assignment  of proprietary rights, and powers of attorney,  which
the  Company may deem necessary or desirable in order to  protect
its rights and interests in any Development.

          c.   OTHER AGREEMENTS.  Employee hereby represents that
he  is  not bound by the terms of any agreement with any previous
employer  or other party to refrain from using or disclosing  any
trade  secret or confidential or proprietary information  in  the
course  of  his

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<PAGE>

employment with the Company or to  refrain  from
competing,  directly  or indirectly, with the  business  of  such
previous   employer  or  any  other  party.    Employee   further
represents  that  his  performance  of  all  the  terms  of  this
Agreement and as an employee of the Company does not and will not
breach   any   agreement   to  keep  in  confidence   proprietary
information,  knowledge or data acquired by him in confidence  or
in  trust  prior  to  his employment with the Company.   Employee
further certifies that Employee will not disclose or use,  during
Employee's   employment   by   the  Company,   any   confidential
information  that Employee acquired as a result of  any  previous
employment  or  under a contractual obligation of confidentiality
before Employee's employment by the Company.

           d.    COMPANY'S RIGHT TO NOTIFY SUBSEQUENT  EMPLOYERS.
The   Company  may  do  all  permissible  things,  and  take  all
permissible  action,  necessary or advisable,  in  the  Company's
discretion, to protect its rights under this Section 7, including
without  limitation  notifying any  subsequent  employer  of  the
Employee  of  the  existence  of  (and  furnishing  to  any  such
employer)   the  provisions  of  this  Agreement.    During   the
Restricted Period, Employee shall inform each new employer, prior
to  accepting employment, of the existence of this Agreement  and
provide that employer with a copy of it.

      8.    RECOVERY OF COSTS AND FEES.  The Employee agrees that
if  Employee  breaches  or threatens to  breach  this  Agreement,
Employee  shall  be  liable  for any attorneys'  fees  and  costs
incurred  by  the  Company in enforcing  its  rights  under  this
Agreement in the event that a court determines that Employee  has
breached  this  Agreement  or if the Company  obtains  injunctive
relief against the Employee.

      9.   NOTICES.  All notices required or permitted under this
Agreement shall be in writing and shall be deemed effective  upon
personal  delivery  or  upon deposit in the  United  States  Post
Office,   by  registered  or  certified  mail,  postage  prepaid,
addressed  to the other party at the address shown above,  or  at
such  other address or addresses as either party shall  designate
to the other in accordance with this Section 9.

      10.   PRONOUNS.   Whenever  the context  may  require,  any
pronouns  used  in this Agreement shall include the corresponding
masculine,  feminine or neuter forms, and the singular  forms  of
nouns and pronouns shall include the plural, and vice versa.

      11.   ENTIRE  AGREEMENT.   This Agreement  constitutes  the
entire  agreement  between the parties and supersedes  all  prior
agreements and understandings, whether written or oral,  relating
to the subject matter of this Agreement.

      12.   AMENDMENT.  This Agreement may be amended or modified
only by a written instrument executed by both the Company and the
Employee.

      13.   GOVERNING  LAW.  This Agreement shall  be  construed,
interpreted and enforced in accordance with the laws of the State
of  Missouri, without giving effect to that State's  conflict  of
laws provisions.

      14.   CHOICE  OF  VENUE. All actions  or  proceedings  with
respect  to this Agreement shall

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be instituted only in any  state
or  federal court sitting in St. Louis County, Missouri,  and  by
execution and delivery of this Agreement, the parties irrevocably
and  unconditionally  subject to the jurisdiction  (both  subject
matter  and  personal)  of each such court  and  irrevocably  and
unconditionally waive: (a) any objection that the  parties  might
now  or hereafter have to the venue of any of such court; and (b)
any claim that any action or proceeding brought in any such court
has been brought in an inconvenient forum.

      15.   SUCCESSORS  AND  ASSIGNS.  This  Agreement  shall  be
binding  upon and inure to the benefit of both parties and  their
respective successors and assigns, including any corporation with
which  or  into  which  the Company may be merged  or  which  may
succeed  to its assets or business, provided, however,  that  the
obligations  of  the  Employee are  personal  and  shall  not  be
assigned by him.

      16.   WAIVER.   No  delay or omission  by  the  Company  in
exercising  any  right under this Agreement shall  operate  as  a
waiver of that or any other right.  A waiver or consent given  by
the  Company on any one occasion shall be effective only in  that
instance  and  shall not be construed as a bar or waiver  of  any
right on any other occasion.

     17.  CAPTIONS AND HEADINGS.  The captions of the sections of
this  Agreement are for convenience of reference only and  in  no
way define, limit or affect the scope or substance of any section
of this Agreement.

      18.  SEVERABILITY.  In case any provision of this Agreement
shall  be  invalid,  illegal  or  otherwise  unenforceable,   the
validity, legality and enforceability of the remaining provisions
shall in no way be affected or impaired thereby.

      19.   COUNTERPARTS.  This Agreement may be  executed  in  a
number  of counterparts and all of such counterparts executed  by
the  Company or the Employee, shall constitute one and  the  same
agreement,  and  it  shall not be necessary for  all  parties  to
execute the same counterpart hereof.

      20.   FACSIMILE SIGNATURES.  The parties hereby agree that,
for  purposes  of  the  execution of  this  Agreement,  facsimile
signatures shall constitute original signatures.

      20.  INCORPORATION BY REFERENCE.  The preamble and recitals
to this Agreement are hereby incorporated by reference and made a
part hereof.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year set forth above.


                                   DIGITAL TELEPORT, INC.

                                   ______________________________


                                   EMPLOYEE:

                                   /S/ PAUL PIERRON

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<PAGE>

                            EXHIBIT A

                          Stock Options


1.  The options shall be nonqualified stock options.

2.  The options shall have a strike price of $1.50 per share

3.  One third of the options shall become exercisable after the
end of each of the first, second and third years of the date
hereof.

4.  The exercisability of options shall accelerate upon a change
of control.

5.  All unvested options shall terminate immediately upon the
termination of employment.

6.  The options will have a term of seven years.

7.  Except as specifically set out above, the grant of the
options will be subject to the terms and conditions of the DTI
Holdings, Inc. stock option plan, initially adopted in 2001, as
may be in effect from time to time.

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