Master Establishment and Transition Agreement

MASTER ESTABLISHMENT AND TRANSITION AGREEMENT

BETWEEN

SAVVIS COMMUNICATIONS CORPORATION

AND

BRIDGE INFORMATION SYSTEMS, INC.

This Master Establishment and Transition Agreement ("Agreement"), made this day of , , by and between , a Delaware corporation ("Buyer"), and , a Missouri corporation ("Seller").

RECITALS

WHEREAS, Seller is engaged in the business of collecting and distributing various financial, news and other data;

WHEREAS, Buyer is engaged in the business of providing Internet protocol backbone and other data transport services;

WHEREAS, Seller and its subsidiaries own certain assets relating to the provision of Internet protocol backbone and other data transport services;

WHEREAS, Seller does not own outright but instead leases a substantial portion of the US based assets comprising its Internet protocol backbone; and

WHEREAS, Seller and certain of its subsidiaries desire to sell, and Buyer and certain of its subsidiaries desire to purchase, the Purchased Assets.

ARTICLE I

DEFINITIONS

Whenever used in this Agreement, the words and phrases listed below shall have the meanings given below.

1.1 "Acquired Network Facilities" means the US Network Assets and the International Network Assets.

1.2 "Adverse Consequences" means all actions, suits, proceedings, damages, liabilities, expenses, and fees.

1.3 "Assumed Liabilities" means all liabilities and obligations directly associated with the Purchased Assets, the IP Network, the Contracts, or Schedule 1.3.

1.4 "Buyer Subsidiaries" means the direct and indirect subsidiaries of the Buyer involved in the operation or ownership of the Acquired Network Facilities.

1.5 "Code" means the Internal Revenue Code of 1986, as amended.

1.6 "Contracts" means all contracts, agreements, arrangements, leases, understandings, purchase orders, and offers relating to the provision of the IP Network.

1.7 "Employee Benefit Plan" means all employee benefit plans and related compensation plans maintained or contributed to by Seller.

1.8 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

1.9 "Impermissible Security Interest" means any Lien other than certain permitted liens.

1.10 "International Network Assets" means the IP Network assets located outside the United States.

1.11 "IP Network" means assets used solely in providing telecommunications utilizing the Internet protocol.

1.12 "Knowledge" means actual knowledge or belief without undertaking any investigation.

1.13 "Lien" means any lien, security interest, mortgage, option, lease, tenancy, occupancy, covenant, condition, easement, agreement, pledge, hypothecation, charge, claim, restriction, or other encumbrance.

1.14 "Local Transfer Agreements" means transfer agreements used to effectuate transfer of International Network Assets.

1.15 "Retained Liabilities" means liabilities arising out of the ownership or operation of the IP Network prior to the Effective Time.

1.16 "Seller Subsidiaries" means the LLC and the direct and indirect subsidiaries of the Seller involved in the operation or ownership of the IP Network.

1.17 "US Network Assets" means the assets owned by the LLC as set forth on Schedule 1.17.

1.18 "WARN Act" means the Workers Adjustment and Retraining Notification Act of 1988, as amended.

ARTICLE II

PURCHASE & SALE

2.1 Purchase and Sale of Purchased Assets; Effective Time. The Buyer hereby purchases from Seller and Seller hereby sells, transfers, conveys, and delivers to the Buyer all of the Purchased Assets at the Closing for the consideration specified in Section 2.3 hereof. The Closing shall be effective as of .

2.2 Assumption of Liabilities. Buyer hereby assumes and becomes responsible for all of the Assumed Liabilities.

2.3 Purchase Price. The Buyer agrees to pay to the Seller $ .

2.4 The Closing. The consummation of the transactions contemplated by this Agreement shall take place at the offices of Bryan Cave LLP, 211 N. Broadway, St. Louis, Missouri.

2.5 Deliveries at the Closing. The Parties shall make the following deliveries at Closing:

(a) Global Operative Agreements to be executed and delivered by Seller and Buyer.

(b) Local Operative Agreements to be executed and delivered by the relevant Seller Subsidiaries and Buyer Subsidiaries.

(c) Consents to assignment and governmental approvals.

(d) Delivery of the Purchase Price.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

3.1 Organization of Seller. Seller is duly organized, validly existing, and in good standing under the laws of the State of Missouri.

3.2 Authorization of Transaction. Seller has full corporate power and authority to execute and deliver this Agreement and the Global Operative Agreements.

3.3 Noncontravention. Except as set forth on Schedule 3.3, the transactions will not violate applicable law or agreements.

3.4 Brokers' Fees. Seller has no liability or obligation to pay broker fees with respect to the transactions contemplated by this Agreement.

3.5 Purchased Assets. The International Network Assets and the US Network Assets constitute the material assets used in the IP Network.

3.6 Contracts. Each Contract material to the operation and use of the IP Network is valid and binding.

3.7 Employees. Schedule 3.7 sets forth the names and current compensation of all employees transferred to Buyer.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE BUYER

4.1 Organization of the Buyer. Buyer is duly organized, validly existing, and in good standing under the laws of Missouri.

4.2 Authorization of Transaction. Buyer has full corporate power and authority to execute and deliver this Agreement and the Global Operative Agreements.

4.3 Noncontravention. Buyer’s execution and delivery of the Agreement will not materially adversely affect the transactions contemplated hereby.

4.4 Brokers' Fees. Buyer has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

ARTICLE V

ADDITIONAL AGREEMENTS AND COVENANTS OF THE PARTIES

5.1 Notices and Consents. Seller has given and obtained all third-party notices and consents and governmental approvals necessary to effect the purchase of the Purchased Assets.

5.2 Call Right. Seller grants to Buyer the right to purchase the following assets ("Call Assets"):

(a) Call Jurisdictions: all IP Network assets owned by Seller and/or Seller Subsidiaries in each Call Jurisdiction.

(b) Satellite Rights: all rights and obligations with respect to the satellite communications agreements.

5.3 Exercise of Call Right. Buyer may exercise the Call Right in each Call Jurisdiction and with respect to the Satellite Rights separately.

5.4 Seller's Obligation with Respect to Call Assets. Seller shall maintain and operate the Call Assets until the Expiration Date or termination of the Call Right.

5.5 Buyer's Obligations with Respect to Call Assets. Buyer shall reimburse Seller for incremental costs associated with the Short-Term Call Assets.

5.6 Termination of Call Right. The Call Right shall terminate automatically on the earlier of the Expiration Date or completion in each Call Jurisdiction.

5.7 Employee Services. Seller shall make all Employees available to Buyer on a full-time basis until transfer.

5.8 Offers of Employment.

(a) Buyer shall offer employment with the Buyer to the Employees on or before January 1, 2000.

(b) Seller shall furnish Buyer with all employee data files related to the Employees.

5.9 Employee Benefits.

(a) Employees shall continue to participate in each Employee Benefit Plan maintained by Seller until Buyer establishes a substantially similar plan.

(b) Seller shall transfer Bridge Plan assets representing Employee account balances to the Savvis Plan.

(c) Buyer shall assume obligations regarding accrued but unused vacation.

(d) The transactions contemplated by this Agreement shall not constitute a termination of employment of any Employee.

5.10 Access to Employee Information. Seller will provide Buyer necessary employee data or copies thereof to the extent permitted by law.

5.11 WARN Act Indemnification. Buyer agrees to indemnify Seller from losses arising from WARN Act notification requirements.

5.12 Workers' Compensation Claims. Seller is responsible for claims arising before Employment Date; Buyer after Employment Date.

5.13 Employee Benefit Plans. Buyer will not adopt or assume responsibility for Seller's Employee Benefit Plans except as expressly provided.

5.14 Further Assurances. The parties shall execute documents and take actions reasonably required to make effective the transactions contemplated hereby.

ARTICLE VI

REMEDIES FOR BREACHES OF THIS AGREEMENT

6.1 Survival of Representations and Warranties. Representations and warranties survive for one year following Closing.

6.2 Indemnification Provisions for Benefit of the Buyer. Seller indemnifies Buyer for breaches and Retained Liabilities, subject to limitations.

6.3 Indemnification Provisions for Benefit of Seller. Buyer indemnifies Seller for breaches and Assumed Liabilities.

6.4 Matters Involving Third Parties. Third Party Claims must be promptly notified and may be defended by the Indemnifying Party.

6.5 Call Right Remedies. Buyer shall have equitable remedies for Seller's breach relating to the Call Assets.

6.6 Exclusive Remedy. The indemnification provisions are the exclusive remedy, subject to Section 6.5.

ARTICLE VII

MISCELLANEOUS

7.1 No Third-party Beneficiaries. This Agreement shall not confer rights on any person other than the parties and their successors and permitted assigns.

7.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties.

7.3 Succession and Assignment. No party may assign without prior written approval of the other party.

7.4 Counterparts. This Agreement may be executed in counterparts.

7.5 Headings. Section headings are for convenience only.

7.6 Notices. All notices shall be in writing and addressed as follows:

7.6 Governing Law. This Agreement shall be governed by the domestic laws of the State of Missouri.

7.7 Arbitration. All disputes shall be submitted to arbitration under the Rules and Missouri Uniform Arbitration Act.

7.8 Amendments and Waivers. No amendment shall be valid unless in writing and signed by Buyer and Seller.

7.9 Severability. Invalid provisions shall not affect the remainder of the Agreement.

7.10 Expenses. Each party bears its own expenses.

7.11 Construction. References to statutes include rules and regulations promulgated thereunder.

7.12 Incorporation of Exhibits and Schedules. Exhibits and Schedules are incorporated by reference.

7.13 Bulk Transfer Laws. Buyer acknowledges that Seller believes bulk transfer laws are not applicable.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.