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Sample Business Contracts

Co-Location Agreement - SAVVIS Communications Corp. and Reuters America Inc.

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                              CO-LOCATION AGREEMENT


This CO-LOCATION AGREEMENT (the "AGREEMENT") is made and entered into as of
September 28, 2001 (the "EFFECTIVE DATE"), by and between SAVVIS COMMUNICATIONS
CORPORATION, a Missouri corporation ("SAVVIS"), and Reuters America Inc, a
Delaware corporation ("CUSTOMER").


BACKGROUND

(A)      SAVVIS has a leasehold interest in a certain data center building
         located at 587 McDonnell Boulevard, Hazelwood, Missouri on the land
         described in Exhibit A attached hereto (the "PREMISES"), which is
         suitable for the placement and operation of telecommunications
         equipment (the "EQUIPMENT");

(B)      Customer desires access to and certain rights of use with respect to
         the Premises for the purpose of placing Equipment, racks and certain
         associated cabling and related space requirements; and

(C)      SAVVIS desires to grant Customer a license to occupy or use portions of
         the Premises upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereby agree as follows:


1.       DEFINITIONS

1.1      Certain Defined Terms.  As used in this Agreement, the following terms
         shall have the following meanings:

"ADDITIONAL SPACE" means any space requested by Customer from SAVVIS pursuant to
the provisions of Section 3.5 of this Agreement;

"ADJUSTMENT DATE" shall have the meaning set out in Section 4.2 of this
Agreement;

"AUDIT" shall have the meaning set out in Section 4.6 of this Agreement;



<PAGE>

"BUSINESS DAY" means a day (other than Saturday or Sunday) on which commercial
banks are open for business in the City of London, England and in the City of
New York, USA.

"CONFIDENTIAL INFORMATION" means in respect of a party, information which has a
commercial value in the business of the party and is reasonably maintained in
confidence by the party, and shall include, without limitation, know-how,
processes, ideas, inventions (whether or not patentable), formulas, algorithms,
computer programs, databases, technical drawings, designs, circuits, layouts,
interfaces, materials, schematics, names and information about the expertise of
employees or consultants, customer lists, other technical, business, financial,
customer and product development plans, supplier information, forecasts,
strategies and the like.

"CUSTOMER EQUIPMENT" means the Equipment of the Customer located at the Premises
from time to time.

"CUSTOMER GROUP" means Reuters and its direct and indirect subsidiaries and any
holding company and any subsidiaries of such holding company from time to time,
together with such entities as are from time to time operating as authorized
distributors of Reuters in territories due to the local law not permitting
Reuters to operate through a subsidiary in those territories. For the purpose of
this definition a company is a "subsidiary" of a "holding company" (including
where appropriate Reuters) if that holding company owns, directly or indirectly,
at least fifty per cent (50%) of the voting stock of that company or otherwise
has the right to exercise control over the management and affairs of such
company.

"EFFECTIVE DATE" shall have the meaning set forth in the preamble to this
Agreement.

"EQUIPMENT" shall have the meaning set forth in the recitals to this Agreement.

"INITIAL TERM" shall have the meaning set forth in Section 3.1 of this
Agreement;

"MONTHLY FEE" shall have the meaning set forth in Section 4.1 of this Agreement;

"NETWORK SERVICES AGREEMENT" or "NSA" means that certain Network Services
Agreement, dated as of the date hereof, between SAVVIS Communications
Corporation, a Delaware corporation, and Reuters Limited, a company incorporated
in England, pursuant to which SAVVIS Communications Corporation and the SAVVIS
Group provide certain network services to the Reuters Group.

"RENEWAL TERM" shall have the meaning set forth in Section 3.1 of this
Agreement.

"SAVVIS Group" means SAVVIS Communications Corporation and any direct and
indirect subsidiaries thereof from time to time, together with such entities as
are from time to time operating as authorized distributors of SAVVIS in
territories due to the local law not permitting SAVVIS Communications
Corporation to operate through a subsidiary in


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<PAGE>

those territories. For the purpose of this definition a company is a
"subsidiary" of SAVVIS Communications Corporation if it owns, directly or
indirectly, at least fifty per cent (50%) of the voting stock of that company or
otherwise has the right to exercise control over the management and affairs of
such company.

"SERVICES" means the services to be performed by SAVVIS as more particularly set
out in Exhibit B to this Agreement.

"SPACE" means such space as agreed by SAVVIS and the Customer from time to time
in accordance with this Agreement and more particularly set out Exhibit A,
including any Additional Space.

"Term" shall have the meaning set forth in Section 3.1 of this Agreement.

2.       SERVICES PROVIDED, LICENSE TO OCCUPY AND PERMISSIBLE USE OF THE
         PREMISES

2.1      SAVVIS hereby grants to Customer a license, subject to the terms and
         conditions contained herein, to use the Space in the Premises as
         delineated on Exhibit A attached hereto with respect to which Customer
         shall have the rights as set forth in this Agreement. The Space shall
         be utilized by the Customer only for location of the Customer
         Equipment, related activities and as agreed between the parties
         pursuant to this Agreement.

2.2      In connection with the Space made available hereunder, SAVVIS shall
         perform the Services at no additional charge to Customer, except as
         otherwise specifically provided on Exhibit B. However, Customer shall
         be required to maintain the Space in an orderly manner and shall be
         responsible for the removal of trash, packing, cartons, and similar
         debris from the Space. In addition, Customer shall not cause the
         condition of the Space to become unsafe, as determined by any
         reasonable standards established by SAVVIS or as required by applicable
         law.

2.3      Customer shall have access to the Space at any time on any date;
         provided, however, Customer shall be required to comply with such
         reasonable security requirements as SAVVIS shall from time to time
         notify the Customer in advance with respect to entry on the Premises.
         SAVVIS shall provide Customer with any documents, cards or other items
         necessary to permit Customer unfettered access in compliance with any
         such security requirements.

2.4      Customer acknowledges that it has been granted only a license (subject
         to the terms and conditions contained herein) to occupy the Space and
         that Customer has not been granted any real property interest in the
         Space.

2.5      Notwithstanding the provisions of Section 2.4 above, Customer shall,
         with SAVVIS' prior written consent, such consent not to be unreasonably
         withheld,


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<PAGE>

         conditioned or delayed, be entitled to grant a sublicense of the Space
         to a third party on substantially the same terms and conditions as this
         Agreement, except that any fees collected by Customer from any
         sublicense of the Space to a third party shall not be materially
         different from the fees collected by SAVVIS from third parties for
         comparable volume and term. Customer acknowledges that SAVVIS may
         reasonably withhold consent to the sublicense by Customer of the Space
         to the direct competitors of SAVVIS listed on Exhibit C attached
         hereto, as such exhibit may be amended from time to time in accordance
         with the Change Control Procedure set forth in Schedule 7.3 to the
         Network Services Agreement. Customer may without limitation provide
         services to its customers, which services include the Space, bundled
         with Customer's own services.

3.       TERM OF AGREEMENT, RENEWAL, RIGHT OF FIRST REFUSAL

3.1      This Agreement shall take effect from the Effective Date and shall
         continue for a period of five (5) years (the "INITIAL TERM").
         Thereafter, this Agreement may be renewed by Reuters, in its sole
         discretion, for additional one year periods (each, a "RENEWAL TERM") by
         giving SAVVIS not less than one hundred and eighty (180) days prior
         written notice, to expire on the next anniversary of the Effective Date
         (together with the Initial Term, the "TERM"). Notwithstanding the
         foregoing, this Agreement shall terminate concurrently with the
         termination of the Network Services Agreement. This Section 3.1 shall
         be subject to the provisions of Section 6 hereof.

3.2      Notwithstanding anything to the contrary set forth in this Agreement
         (including, without limitation, Section 2.4 hereof), any purchaser or
         successor in interest to SAVVIS including, without limitation, SAVVIS
         itself, if any of the options under SAVVIS' lease for the Premises are
         exercised, of the Premises shall take the Premises subject to this
         Agreement and the rights and obligations hereunder.

3.3      Nothing contained in this Agreement shall prohibit Customer from
         seeking any relief or remedy against the condemning authority in the
         event of an eminent domain proceeding or condemnation that affects the
         Space.

3.4      At such times as SAVVIS has commitments for the purchase of 1000 racks
         and 1,500 racks respectively, including Customer's forecasted
         requirement for approximately [**] racks hereunder, SAVVIS shall notify
         Customer and Customer shall thereafter have forty-five (45) days from
         the date of receipt of SAVVIS' notice to purchase as many additional
         racks as Customer desires at SAVVIS' then current rates, as such rates
         are offered to other customers for comparable volume and term, or as
         otherwise may be mutually agreed between the parties, such racks to be
         installed in a commercially reasonable time frame. In the event that
         Customer determines to purchase additional racks pursuant to the terms
         of this Section 3.4, SAVVIS agrees that in accordance with the
         provisions of the last sentence of

         [**] CONFIDENTIAL TREATMENT REQUESTED

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<PAGE>

         Section 3.5 hereof, it will install such additional racks adjacent to
         the racks Customer currently has at the time Customer purchases such
         additional racks.

3.5      Customer may, at any time during the Term, submit a written request to
         SAVVIS requesting additional space ("ADDITIONAL SPACE") in the
         Premises. SAVVIS shall reasonably consider any such request in good
         faith and shall promptly notify Customer of its decision and in any
         event within thirty (30) days of Customer's request. SAVVIS shall
         consider any such request no less favorably than any request submitted
         by a third party. The parties shall agree in good faith the price for
         any such Additional Space which shall not be more than the price
         calculated on a per square foot basis being paid for the Space at the
         time of the Customer's request. Any Additional Space shall be provided
         in accordance with the provisions of this Agreement and shall be
         adjacent to the Space currently occupied by Customer at the time of
         Customers' request, unless the parties agree to the contrary. SAVVIS
         agrees that in order to provide Customer Additional Space which is
         adjacent to the Space currently occupied by Customer at the time of
         Customer's request, SAVVIS will first use all space that is not
         adjacent to the Space occupied by Customer for any purpose other than
         as required by Customer.

4.       PRICES AND PAYMENT TERMS

4.1      Customer shall pay SAVVIS a monthly fee equal to [**] (the "Monthly
         Fee"), for twenty five percent (25%) of the building space or 27,250
         square feet, which area constitutes the Space as described on Exhibit A
         attached hereto. Billing for the Space shall commence on the Effective
         Date. All payments are due within thirty (30) days after the date of
         receipt by Reuters of such invoice. In no event shall Customer be
         obligated to pay for any real estate taxes, assessments or any other
         government imposition on the Premises or the underlying land. SAVVIS
         may charge Customer an interest rate equal to the lesser of [**] for
         any monthly fee not paid within such thirty-day period. All payments
         required by this Agreement are exclusive of any national, state,
         municipal or other governmental excise, sales, value-added and
         occupational taxes and other levies, all of which Customer shall be
         responsible for, and will pay in full, other than taxes based on
         SAVVIS' net income.

4.2      The Monthly Fee payable hereunder shall remain the same during the
         Initial Term of this Agreement. Prior to the end of the Initial Term
         and at the end of each subsequent Renewal Term, the Monthly Fee payable
         shall be reviewed by SAVVIS and adjusted effective on and from the
         fifth anniversary of the Effective Date ("ADJUSTMENT DATE"), to an
         amount equal to the lesser of (i) the product obtained by multiplying
         the then current Monthly Fee by a fraction, the numerator of which is
         the Consumer Price Index For All Urban Consumers, All Items for the St.
         Louis metropolitan area (1982-1984 = 100), published monthly or
         otherwise in the "Monthly Labor Review" of the Bureau of Labor
         Statistics of the United States Department of Labor ("CPI"), for the
         month preceding the month in which the

         [**] CONFIDENTIAL TREATMENT REQUESTED

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<PAGE>

         Adjustment Date falls, and the denominator of which is the CPI for the
         calendar month in which the Commencement Date occurs, and (ii) [**]. In
         no event shall the Monthly Fee as adjusted be less than the Monthly Fee
         for the previous twelve month period.

4.3      SAVVIS shall, within one hundred and twenty (120) days prior to the
         Adjustment Date, give Customer written notice of any such adjustment,
         and Customer shall commence paying the Monthly Fee as adjusted from the
         Adjustment Date.

4.4      In the event the CPI is discontinued and not replaced by a successor
         index by the Bureau of Labor Statistics, the adjustments to be made
         hereunder shall be made based upon a nationally recognized and accepted
         comparable statistical index meaning the cost of living for the City of
         St. Louis in order to carry out the intent of Section 4.2 hereof.

4.5      If Customer in good faith disputes the accuracy or legitimacy of any
         SAVVIS charge or invoice, Customer shall promptly notify SAVVIS of such
         dispute and pay any undisputed amount by the due date. The parties
         shall resolve any such dispute in accordance with the provisions of
         Section 14 below. Customer shall not be deemed to be in breach of this
         Agreement for non-payment if it is withholding payment of any amounts
         that are disputed in good faith and Customer has promptly provided a
         written statement to SAVVIS describing the basis of the dispute and the
         amount being withheld. SAVVIS shall not deny, suspend or restrict any
         Service pending the outcome of any billing dispute. Where resolution of
         any such dispute determines that Customer should pay the disputed
         amount, SAVVIS may charge Customer interest on such disputed amount
         from the due date to the dates such sum is actually paid at the then
         current LIBOR rate.

4.6      No more than once in any twelve (12) month period, Customer shall have
         the right (either itself and/or through its third party contractors) to
         conduct an audit to verify that Fees for the Services are being charged
         by SAVVIS in accordance with the terms of this Agreement (an "AUDIT");
         provided that the compensation of any third party contractor performing
         an Audit shall not be contingent upon the results of such Audit. SAVVIS
         shall provide to Customer and its third party contractor reasonable
         facilities and access to the Premises during normal office hours, and
         such documents and information as Customer shall reasonably require for
         the purposes of the Audit, but in no event shall SAVVIS be required to
         provide Customer or its third party contractor with any Confidential
         Information of SAVVIS that is not necessary to properly conduct such
         Audit. Customer shall ensure that any third party contractor hired by
         Customer to perform an Audit shall execute a confidentiality agreement
         which protects the Confidential Information of each party to no lesser
         extent than as set out in Section 13 prior to the start of any Audit.
         If any Audit shows that Customer was actually charged Fees for the
         Services by SAVVIS that were more than [**] above what should have been

         [**] CONFIDENTIAL TREATMENT REQUESTED

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<PAGE>

         charged Customer by SAVVIS in accordance with the terms of this
         Agreement, then SAVVIS shall reimburse Customer for any reasonable fees
         paid by Customer for such Audit.

4.7      The Space is being provided to Customer in accordance with the
         description set out in Exhibit B. Customer, at its own cost and
         expense, shall have the right to install racks and such other equipment
         as is necessary to install the Customer Equipment, with the prior
         written consent of SAVVIS, which consent shall not be unreasonably
         withheld, conditioned or delayed. Customer shall be responsible for
         connecting electrical power to the Customer Equipment, which electrical
         power shall be separately metered. The parties shall mutually agree on
         the method to be used for measuring and metering the power.

4.8      Customer shall connect the Customer Equipment at the Premises to its
         carrier services by ordering such services through SAVVIS and the rates
         Customer shall pay to SAVVIS for such services shall in no event be
         greater than the actual amount of the rates charged to SAVVIS by its
         carriers, plus the cost of the administrative fees, as set forth on
         Exhibit B.

4.9      Customer agrees to reimburse SAVVIS for all reasonable repair or
         restoration costs associated with damage or destruction caused by
         Customer's personnel, its agents or its suppliers/contractors or
         Customer's visitors during the Term or as a consequence of its removal
         of the Customer Equipment or property installed in the Space. Customer
         shall not make any construction changes or material alterations to the
         interior or exterior portions of the Space, without obtaining SAVVIS'
         written approval for Customer to have the work performed or have SAVVIS
         perform the work, such approval not to be unreasonably withheld,
         conditioned or delayed. SAVVIS shall have the right to bid for
         construction or material alterations within the Premises and Space
         areas at rates to be negotiated between the parties hereto.

4.10     Customer's use of the Space, installation of Customer Equipment and
         access to the Premises shall at all times be subject to Customer's
         adherence to the reasonable security rules and rules of conduct
         notified by SAVVIS in advance to Customer in writing for the Premises.
         SAVVIS shall provide Customer with any documents, cards or other items
         necessary to permit Customer to have unfettered access in compliance
         with any such security requirements. Customer agrees not to erect any
         signs or devices to the exterior portion of the Space without
         submitting the request to SAVVIS and obtaining SAVVIS' written
         approval, such approval not to be unreasonably withheld, conditioned or
         delayed.

5.       INSURANCE

5.1      Customer agrees to maintain, at its expense, during the Term (i)
         Comprehensive General Liability Insurance in an amount not less than
         One Million Dollars ($1,000,000.00) per occurrence for bodily injury or
         property damage,



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<PAGE>

         (ii) Employers Liability in an amount not less than Five Hundred
         Thousand Dollars ($500,000.00) per occurrence, and (iii) Workers'
         Compensation in an amount not less than that prescribed by statutory
         limits. Prior to taking occupancy of the Space, Customer shall, at
         SAVVIS' reasonable written request, furnish SAVVIS with certificates of
         insurance and evidence of property which evidence the minimum levels of
         insurance set forth herein.

6.       TERMINATION

6.1      A SAVVIS "EVENT OF DEFAULT" shall be deemed to occur if:

         (a)      SAVVIS has failed to a material degree to perform or comply
                  with or has violated to a material degree any representation,
                  warranty, term, condition or obligation of SAVVIS under this
                  Agreement (including Services provided hereunder, which shall
                  be provided in accordance with Exhibit B attached hereto), and
                  SAVVIS has failed to cure such failure or violation within
                  thirty (30) days after receiving notice thereof from Customer;
                  or

         (b)      other than as a result of a breach by Customer or the
                  applicable member of the Customer Group, of the Network
                  Services Agreement or of its Funding obligations made pursuant
                  to any Funding Agreements, SAVVIS becomes the subject of a
                  voluntary or involuntary bankruptcy which has not been
                  dismissed for thirty (30) days, insolvency, reorganization or
                  liquidation proceeding, makes an assignment for the benefit of
                  creditors, or admits in writing that it is generally unable to
                  pay its debts when due.

6.2      Customer shall have the right to terminate this Agreement, with no
         liability to SAVVIS other than for charges (less any applicable
         credits) for the Services provided prior to such termination, if (i)
         Customer provides ten (10) days prior written notice of its intent to
         terminate upon the occurrence of a SAVVIS Event of Default, or (ii)
         Reuters Limited terminates that certain Network Services Agreement,
         dated as of the date hereof, between Reuters Limited and SAVVIS
         Communications Corporation, pursuant to Section 15 thereof, or such
         Network Services Agreement otherwise terminates in accordance with its
         terms.

6.3      SAVVIS shall have the right to terminate this Agreement if:

         (a)      Customer has failed to pay any invoice that is not the subject
                  of a bona fide dispute within ten (10) Business Days of the
                  date on which such payment is due and SAVVIS has provided
                  Customer with written notice thereof; provided, that Customer
                  shall have a further ten (10) Business Days from the
                  expiration of the ten (10) Business Day period referred to
                  immediately above to cure any such default;


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<PAGE>

         (b)      Customer has failed to perform or comply with or has violated
                  any material representation, warranty, term, condition or
                  obligation of Customer under this Agreement, and Customer has
                  failed to cure such failure or violation within thirty (30)
                  days after receiving notice thereof from SAVVIS; or

         (c)      Customer becomes the subject of a voluntary or involuntary
                  bankruptcy which has not been dismissed for thirty (30) days,
                  insolvency, reorganization or liquidation proceeding, makes an
                  assignment for the benefit of creditors, or admits in writing
                  that it is generally unable to pay its debts when due.

6.4      In the event of a casualty, SAVVIS shall be obligated to restore the
         Premises to their original condition, provided that if SAVVIS cannot
         reasonably restore the Premises in one hundred and twenty (120) days,
         Customer may terminate this Agreement without any further obligation to
         pay Monthly Fees beyond the amount accrued and prorated up to the date
         of termination. In the event that the Premises become the subject of a
         taking by eminent domain by any authority having such power or a
         transfer in lieu thereof (a "Condemnation"), then Customer may
         terminate this Agreement. If the Condemnation is temporary and Customer
         does not terminate this Agreement, then Monthly Fees shall be abated.
         If a condemnation does not affect the entire Premises and Customer does
         not terminate this Agreement, then SAVVIS shall be obligated to restore
         the remainder of the Premises and Monthly Fees shall be reduced to
         reflect the loss of square footage.

6.5      Upon termination or expiration of the Term, Customer agrees to remove
         within ninety (90) days the Customer Equipment and other property that
         has been installed by Customer or its agents. If this Agreement is
         terminated pursuant to Sections 6.1, 6.3 or 6.4 hereof prior to the end
         of a monthly period covered by the Monthly Fee, SAVVIS shall promptly
         refund to Customer a pro-rata portion of such Monthly Fee.

7.       WARRANTIES, REMEDIES AND DISCLAIMERS

7.1      SAVVIS shall, at SAVVIS' own expense, defend Customer against any and
         all claims that the Space used by Customer hereunder infringes on any
         third party's property or ownership, intellectual property or
         proprietary rights. SAVVIS shall, at SAVVIS' sole option, either (i)
         settle any such claim, (ii) secure valid rights for Customer's
         continued use or (iii) furnish equivalent Space that is not infringing
         and that can be used to satisfy the original specifications. This
         warranty and remedy by SAVVIS shall be valid only if (i) Customer gives
         SAVVIS prompt written notice upon its receipt of any such claim, (ii)
         Customer provides SAVVIS with all pertinent information in Customer's
         possession relative to such claim and (iii) SAVVIS shall have sole
         control over the settlement or defense of such claim.


                                       9
<PAGE>

7.2      SAVVIS warrants and represents that:

         (a)      it has the authority to enter this Agreement and that it has
                  the authority to grant the rights specified herein to Customer
                  for the Space. The Customer Equipment shall not be deemed or
                  become a fixture in the Premises;

         (b)      the Services will be performed in a competent manner by
                  personnel possessing all reasonable skills and experience; and

         (c)      the Premises shall be maintained in good operating condition
                  and in compliance with all applicable laws and regulations.

7.3      CUSTOMER ACKNOWLEDGES THAT NO REPRESENTATION HAS BEEN MADE BY SAVVIS AS
         TO THE FITNESS OF THE SPACE FOR CUSTOMER'S INTENDED PURPOSE OTHER THAN
         ITS USE AS CURRENTLY CONTEMPLATED IN THIS AGREEMENT. EXCEPT FOR THE
         WARRANTIES SET FORTH IN THIS ARTICLE, THERE ARE NO WARRANTIES, WHETHER
         EXPRESS, IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SPACE OR
         SERVICES COVERED OR FURNISHED PURSUANT TO THIS AGREEMENT.

8.       ASSIGNMENT OR TRANSFER

8.1      Subject to Section 2.5 hereof, neither party may assign this Agreement
         or all or part of its rights and obligations under this Agreement
         without the prior written consent of the other party, such consent not
         to be unreasonably withheld, conditioned or delayed. Subject to the
         foregoing, this Agreement shall be binding upon and inure to the
         benefit of the parties hereto and their respective successors and
         assigns.

9.       MODIFICATION

9.1      This Agreement may be modified only by a written instrument signed by
         the party against which the modification is being enforced.

10.      PUBLICITY

10.1     Subject to Section 13 hereof, neither party shall disclose any of the
         terms and conditions of this Agreement without the prior written
         consent of the other. Customer shall also be permitted to refer to
         SAVVIS and SAVVIS' network and network connections in any of Customer's
         sales and marketing materials.

10.2     The parties hereto shall consult with each other and shall mutually
         agree (the agreement of each party not to be unreasonably withheld or
         delayed) upon the content and timing of any press release or other
         public statements with respect to the transactions contemplated by this
         Agreement and shall not issue any such press



                                       10
<PAGE>

         release or other public statement prior to such consultation and
         agreement, except as may be required by applicable law or by
         obligations pursuant to any listing agreement with any securities
         exchange or any stock exchange regulations as advised by legal counsel
         to such party; provided, however, that to the extent practicable, each
         party shall give prior notice to the other party of the content and
         timing of any such press release or other public statement prior to
         issuance.

11.      LIABILITY

11.1     SAVVIS shall maintain adequate insurance or remain covered by insurance
         taken out by its ultimate parent company in respect of its liabilities
         arising under or during this Agreement as follows:

         (a)      in respect of liability, caused by defective equipment for
                  death, or injury: unlimited per occurrence; and

         (b)      in respect of liability, caused by defective products, for
                  property damage: limited to $5,000,000 (five million) US
                  Dollars or its equivalent per occurrence and, limited in all,
                  in any one year to $10,000,000 (ten million) US Dollars.

11.2     Customer shall indemnify and hold harmless SAVVIS, and member of the
         SAVVIS Group, any member of the SAVVIS Group, and their respective
         officers and employees, servants and agents from and against any and
         all third party claims, cost, expenses or liability (including
         reasonable attorney's fees) arising out of Customer's use of the Space
         other than in accordance with the provisions of this Agreement.

11.3     Each party shall be liable to the other for damage to property and
         death or injury to persons if such damage, loss or injury is caused by
         the negligent or willful acts or omissions of such party, or its
         officers, employees, servants, agents, affiliates or contractors, or by
         the malfunction of any Equipment supplied or operated by said party.

11.4     SAVVIS will indemnify, defend and hold Customer harmless against (i)
         any claim, action or proceeding alleging that the Services or the use
         thereof as permitted in this Agreement infringes any third party
         copyright, or misappropriates a third party trade secret and (ii) any
         claim, action or proceeding by a third party alleging that the Services
         or the use thereof as permitted in this Agreement directly caused any
         bodily injury or damage to tangible property by a third party and
         SAVVIS agrees to pay all damages costs, liabilities or expenses
         incurred by the Customer resulting from such claim, action or
         proceeding (or settlements thereof), including reasonable attorney's
         fees. The foregoing obligation of SAVVIS does not apply to any
         infringement claim that results from any use of the Services other than
         as


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         contemplated by this Agreement, or any modification of the Services by
         anyone other than SAVVIS or its nominee or by SAVVIS at the direction
         of Customer.

11.5     The party seeking indemnification hereunder (the "INDEMNITEE") shall
         provide the other party (the "INDEMNITOR") with: (i) prompt written
         notice of any claim subject to indemnification; provided, however, the
         Indemnitor shall not be required to indemnify Indemnitee to the extent
         any delay in providing such notification increases the amount of any
         such claim; and (ii) reasonable assistance to defend or settle such
         claim at the Indemnitor's expense. The Indemnitee agrees that the
         Indemnitor shall have sole control of the defense and all related
         settlement negotiations of such claim provided that the Indemnitor
         shall not agree to any settlement or compromise that imposes any
         obligation or liability on the Indemnitee without the Indemnitee's
         prior written consent.

11.6     NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER
         PARTY, NOR ITS AFFILIATES, SUBSCONTRACTORS OR AGENTS SHALL BE LIABLE TO
         THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
         PUNITIVE DAMAGES, HOWSOEVER ARISING INCLUDING BUT NOT LIMITED TO, ANY
         DAMAGES FOR LOST TIME, INCOME, REVENUE, CLIENTS, GOODWILL, PROFITS OR
         OTHER SIMILAR ITEMS, OR FOR ANY BUSINESS INTERRUPTION OF ANY KIND, EVEN
         IF THE OTHER PARTY, ITS AFFILIATES, SUBCONTRACTORS OR AGENTS HAS BEEN
         INFORMED IN ADVANCE OR HAS KNOWLEDGE (ACTUAL OR CONSTRUCTIVE) THAT SUCH
         DAMAGES MIGHT BE INCURRED.

12.      INTELLECTUAL PROPERTY RIGHTS

12.1     All copyright, design rights, database rights, patents, trade marks,
         mask work rights, moral rights, know how, trade secrets confidential
         information and any other intellectual property rights, whether
         registered or unregistered rights or applications for registration and
         all rights which exist in any part of the world and any related
         goodwill in Services are either licensed to or are the property of
         SAVVIS or its sub-contractors, and nothing contained in this Agreement
         shall be deemed to convey title or any ownership interest therein to
         Customer, unauthorized users, or any other third party.

12.2     All copyright, design rights, database rights, patents, trade marks,
         moral rights, know how, confidential information and any other
         intellectual property rights, whether registered or unregistered rights
         or applications for registration and all rights which exist in any part
         of the world and any related goodwill in the customer materials and
         Customer Equipment are either licensed to or are the property of
         Customer, and nothing contained in this Agreement shall be deemed to
         convey title or any ownership interest therein to SAVVIS unauthorized
         users, or any other third party.


                                       12
<PAGE>

13.      CONFIDENTIALITY

13.1     During the Term and for a period of five (5) years from the date of its
         expiration or termination (including all extensions thereof), each
         party agrees to maintain in strict confidence all Confidential
         Information received by it from the other party. Neither party shall,
         without prior written consent of the other party, use the other party's
         Confidential Information for any purpose other than for the performance
         of its duties and obligations, and the exercise of its rights, under
         this Agreement. Each party shall use, and shall cause all authorized
         recipients of the other party's Confidential Information to use, the
         same degree of care to protect the other party's Confidential
         Information as it uses to protect its own Confidential Information, but
         in any event not less than a reasonable degree of care.

13.2     Notwithstanding Section 13.1 hereof, either party may disclose the
         Confidential Information of the other party to: (a) in the case of
         Customer, its employees and the employees, directors and officers of
         the Customer Group solely as necessary to implement this Agreement; or
         (b) in the case of SAVVIS, its employees and the employees, directors
         and officers of the SAVVIS Group solely as necessary to implement this
         Agreement and (c) other persons (including counsel, consultants,
         lessors or managers of facilities or equipment used by such party) in
         need of access to such information for purposes specifically related to
         either party's responsibilities under this Agreement, provided that any
         disclosure of Confidential Information under clause (c) of this Section
         13.2 shall be made only subject to the appropriate assurances that the
         recipient of such information shall hold in strict confidence.

13.3     Upon the request of the party having proprietary rights to Confidential
         Information, the party in possession of such information shall promptly
         return it (including any copies, extracts, and summaries thereof, in
         whatever form and medium recorded) to the requesting party or, with the
         other party's prior written consent, shall promptly destroy it and
         provide the other party with written certification of such destruction.

13.4     Either party may request in writing that the other party waive all or
         any portion of the requesting party's responsibilities relative to the
         other party's Confidential Information. Such waiver request shall
         identify the affected information and the nature of the proposed
         waiver. The recipient of the request shall respond within a reasonable
         time and, if it determines, in its sole discretion, to grant the
         requested waiver, it will do so in writing over the signature of an
         employee authorized to grant such request. Any failure by a party not
         to respond to such request will not be deemed approval of such request.

13.5     Reuters and SAVVIS acknowledge that any disclosure or misappropriation
         of Confidential Information in violation of this Agreement could cause
         irreparable harm, the amount of which may be difficult to determine,
         thus potentially making


                                       13
<PAGE>

         any remedy at law or in damages inadequate. Each party, therefore,
         agrees that the other party shall have the right to apply to any court
         of competent jurisdiction for an order restraining any breach or
         threatened breach of this Section and for any other appropriate relief.
         This right shall be in addition to, and not in lieu of, any other
         remedy available in law or equity.

13.6     Notwithstanding the foregoing, this Section will not apply to any
         information which a party can demonstrate was:

         (a)      at the time of disclosure to it, in the public domain;

         (b)      after disclosure to it, published or otherwise became part of
                  the public domain through no fault of the party;

         (c)      in the possession of the receiving Party at the time of
                  disclosure to it;

         (d)      received after disclosure to it from a third party who had a
                  lawful right to disclose such information to it; or

         (e)      independently developed by it without reference to
                  Confidential Information of the other party.

13.7     A party requested or ordered by a court or other governmental authority
         of competent jurisdiction to disclose another party's Confidential
         Information shall notify the other party in advance of any such
         disclosure to afford the other party the opportunity to seek any
         protections against such disclosure as may be available. Absent the
         other party's consent to such disclosure, such party will use its best
         efforts to resist, and to assist the other party in resisting, such
         disclosure, including without limitation using its best efforts to
         obtain a protective order or comparable assurance that the Confidential
         Information so provided will be held in confidence and not further
         disclosed to any other person, absent the owner's prior consent. Any
         Confidential Information that may be required to be disclosed shall
         remain Confidential Information as between the parties hereto.

13.8     Notwithstanding any provisions of this Agreement to the contrary,
         either party may disclose the terms and conditions of this Agreement in
         the course of a due diligence review performed in connection with
         prospective debt financing or equity investment by, or a sale to, a
         third party, so long as the persons conducting such due diligence
         review have agreed to maintain the confidentiality of such disclosure
         and not to use such disclosure for any purpose other such due diligence
         review.

14.      DISPUTE RESOLUTION

14.1     In the event that any dispute between SAVVIS and Reuters arises from or
concerns in any manner the subject matter of this Agreement, each party will
attempt, in good faith,


                                       14
<PAGE>


to resolve such dispute through discussion between its employees in the
following order: first, within five (5) days following receipt of any written
request by a member of the Reuters Group or SAVVIS, as the case may be, of a
dispute hereunder (a "DISPUTE NOTICE"), the Relationship Manager of each of
SAVVIS and the Reuters Group shall attempt to resolve the dispute; in the event
the Relationship Managers are unable to resolve such dispute within ten (10)
days following receipt of a Dispute Notice, then, the manager in charge of
Reuters Global Operations and the comparative executive of SAVVIS shall meet in
person to resolve such dispute; and finally in the event the respective managers
of Reuters Global Operations and the comparative-level executive at SAVVIS are
unable to resolve such dispute within twenty-five (25) days following receipt of
a Dispute Notice, then the Chief Operating Officer of the Reuters Group and the
Chief Operating Officer of SAVVIS shall meet in person or by other agreed means
to resolve such dispute. If the respective Chief Operating Officers cannot
resolve the dispute within ten (10) days following such dispute being submitted
to such Chief Operating Officers, the parties may proceed to litigation of such
unresolved dispute as provided under this Agreement. Any meetings between the
employees set forth above may occur in New York, New York, if such meeting is to
be in person, or may occur via telephone or videoconference, as the parties may
mutually determine.

14.2    Any litigation brought arising from or concerning in any manner the
subject matter of this Agreement shall be brought in the state and federal
courts of the County of New York, State of New York. Each of the parties hereby
submits itself to the jurisdiction and venue of such courts for purposes of any
such litigation. Reuters hereby appoints the General Counsel, Reuters America
Inc. at its principal place of business in New York, New York, and SAVVIS hereby
appoints CT Corporation System at its principal place of business in New York,
New York, in each case, respectively, as such party's authorized agent to accept
and acknowledge on such party's behalf service of any and all process that may
be served in any such litigation. Any and all service of process and any other
notice in any such litigation shall be effective against the other party hereto
if given personally, or by registered or certified mail, return receipt
requested, or by any other means of mail that requires a signed receipt, postage
prepaid, mailed to such party as herein provided, or by personal service on such
party's authorized agent with a copy of such process mailed to such party by
first class mail or registered or certified mail, postage prepaid and return
receipt requested, at its address as set forth herein or at such other address
as it may furnish to the other party. Nothing contained herein shall be deemed
to affect the right of any party hereto to serve process in any manner permitted
by law.

15.      GENERAL

15.1     This Agreement shall not confer any rights or remedies upon any person
         or entity other than the parties and their respective successors and
         permitted assigns.

15.2     This Agreement shall be binding upon and inure to the benefit of the
         parties named herein and their respective successors and permitted
         assigns. No party may assign either this Agreement or any of its
         rights, interests, or obligations hereunder


                                       15
<PAGE>

         without the prior written approval of the other party, which consent
         shall not be unreasonably withheld, conditioned or delayed.

15.3     All notices, requests, demands, claims, and other communications
         hereunder will be in writing. Any notice, request, demand, claim, or
         other communication hereunder shall be deemed duly given on the second
         (2nd) Business Day after it is sent by registered or certified mail,
         return receipt requested, postage prepaid, and addressed to the
         intended recipient as set forth below:

                  If to Reuters:     Reuters Limited
                                     85 Fleet Street
                                     London, EC4P 4AJ
                                     Attention: Head of Vendor Relations and
                                     Communications

                  With copy to:      General Counsel
                                     Reuters Limited
                                     85 Fleet Street
                                     London, EC4P 4AJ
                                     +44 20 7542 5896 (fax)

                  If to SAVVIS:      SAVVIS Communications Corporation
                                     12851 Worldgate Drive
                                     Herndon, Virginia  20170
                                     (703) 234-8374 (fax)
                                     Attention: Executive Vice President,
                                     Strategic Development and Business Planning

                  With a copy to:    Legal Department
                                     717 Office Parkway
                                     St. Louis, Missouri  63141
                                     (314) 468-7550 (fax)

15.4     Any party may send any notice, request, demand, claim, or other
         communication hereunder to the intended recipient at the address set
         forth above using any other means (including personal delivery,
         expedited courier, messenger service, telecopy, telex, ordinary mail,
         or electronic mail), but no such notice, request, demand, claim, or
         other communication shall be deemed to have been duly given unless and
         until it actually is received by the intended recipient. Any party may
         change the address to which notices, requests, demands, claims, and
         other communications hereunder are to be delivered by giving the other
         party notice in the manner herein set forth.

15.5     The rights and remedies herein expressly provided are cumulative and
         not exclusive of any other rights or remedies which a party would
         otherwise possess at law, in equity, by statute or otherwise. No waiver
         by any party of any default, misrepresentation, or breach of warranty
         or covenant hereunder, whether


                                       16
<PAGE>

         intentional or not, shall be deemed to extend to any prior or
         subsequent default, misrepresentation, or breach of warranty or
         covenant hereunder or affect in any way any rights arising by virtue of
         any prior or subsequent such occurrence.

15.6     Any term or provision of this Agreement that is invalid or
         unenforceable in any situation in any jurisdiction shall not affect the
         validity or enforceability of the remaining terms and provisions hereof
         or the validity or enforceability of the offending term or provision in
         any other situation or in any other jurisdiction.

15.7     Each party will bear its own costs and expenses (including legal fees
         and expenses) incurred in connection with this Agreement and the
         transactions contemplated hereby.

15.8     The Schedules identified in this Agreement are incorporated herein by
         reference and made a part hereof.

15.9     Each party shall cooperate and take such actions as may be reasonably
         requested by the other party in order to carry out the provisions and
         purposes of this Agreement and the transactions contemplated hereby.

15.10    Nothing in this Agreement shall be construed to create a joint venture,
         partnership or agency relationship between SAVVIS or any member of the
         SAVVIS Group and any member of the Reuters Group. Except as expressly
         provided herein with respect to the matters addressed in this
         Agreement, neither SAVVIS nor Reuters is authorized to represent, bind,
         obligate or contract on behalf of the other, nor is this Agreement
         intended to create an exclusive relationship between SAVVIS and any
         member of the Reuters Group.

15.11    This Agreement (including the Schedules referred to herein) constitutes
         the complete and exclusive understanding between the parties and
         supersedes any prior understandings, agreements, or representations by
         or between the parties, written or oral, regarding the subject matter
         herein, including, without limitation that certain Services Agreement
         Term Sheet, dated as of May 21, 2001, between Reuters and SAVVIS.

15.12    In no event shall either party be liable to the other for any failure
         to perform its obligations hereunder that is due to war, riots,
         embargoes, strikes or other concerted acts of workers (excluding those
         of the Customer or SAVVIS), casualties, accidents or other causes to
         the extent that such failure and the consequences thereof are
         reasonably beyond the control and without the fault or negligence of
         the party claiming excuse. Each party shall use reasonable efforts to
         mitigate the extent of any failure to perform and the adverse
         consequences thereof.

15.13    If SAVVIS cannot promptly provide a suitable temporary alternative to
         all or part of the Space subject to an interruption in connection with
         the existence of a force


                                       17
<PAGE>

         majeure condition, Reuters may, at its option and at its own cost,
         contract with one or more third parties for the affected portion Space
         for the shortest commercially available period likely to cover the
         reasonably expected duration of the interruption, SAVVIS shall not
         charge Reuters for the affected Space thus suspended during the period
         of suspension. SAVVIS shall resume provision of the suspended portion
         of the Space upon the later of the termination or expiration of
         Reuters' legally binding commitments under contracts with third parties
         for alternative services or the cessation or remedy of the force
         majeure condition.

15.14    In the event that a force majeure condition shall continue for more
         than sixty (60) days, Reuters may terminate the affected portion of the
         Space with no further liability to SAVVIS other than for obligations
         incurred with respect to such affected portion prior to the occurrence
         of the force majeure condition.

15.15    The consequences arising from existence and continuation of a force
         majeure condition shall be deemed not to constitute a breach by ether
         party hereto of any representations, warranties or covenants hereunder.

15.16    This Agreement shall be governed by and construed in accordance with
         the domestic laws of the State of New York, as such laws are applied to
         agreements made, entered into, performed entirely within New York by
         New York residents without regard to the actual residence or domicile
         of the parties and without giving effect to any choice or conflict of
         law provision or rule (whether of the State of New York or any other
         jurisdiction) that would cause the application of the laws of any
         jurisdiction other than the State of New York.

15.17    This Agreement may be executed in one or more counterparts, each of
         which shall be deemed an original but all of which together will
         constitute one and the same instrument.



                                       18
<PAGE>

                    [SIGNATURE PAGE TO CO-LOCATION AGREEMENT]


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


SAVVIS COMMUNICATIONS               REUTERS AMERICA INC
CORPORATION

By:      /s/ Matthew Fanning               By:      /s/ Graham John Albott
         __________________________             ________________________________
Title:   Executive Vice President          Title:  President Business Technology
         Strategic Development and                 Group
         Business Planning

Address: 717 Office Parkway                Address: The Reuters Building
         St. Louis, MO 63141                        3 Times Square
                                                    New York, NY  10036


<PAGE>


                                    EXHIBIT A
                                    ---------

                             DESCRIPTION OF THE LAND

Lot 1 of Mallinckrodt HO Campus according to plat thereof recorded in Plat Book
347 page 548 of the St. Louis County Records.


                            DESCRIPTION OF THE SPACE

St. Louis Hosting Center
587, MCDONNELL BLVD
ST.  LOUIS, MO


<PAGE>


SUMMARY
Completely diverse electrical system N + 1 redundancy mechanically and
electrically 202Oracks Single point entry 24 X 7 security personnel Stringent
weekly maintenance program

         B. SECURITY
Perimeter Fence
4 feet reinforced concrete wall with 8' wrought iron
Crash and rollover resistant fence
Fiber optic vibration sensors on fence
Sliding steel entrance gate
Department of Defense crash barrier rating
Two (2) pan-tilt-zoom surveillance cameras focused on the entrance gate
Card access through gate
Carrier manhole intrusion detector - buried fiber optic detection loop
Eight (8) perimeter surveillance cameras - 360 degree
Pan/Tilt/Zoom
Perimeter lighting
Single point entry
24 Hour pre-notification for access for first time visit
Visitor escort at all times
Entry log maintained by access control
Card access to building
Metal detection at front entrance & X-ray machines at each entrance
Manually controlled floor to ceiling single man turnstile access to lobby and
handicap door 24 X 7 security personnel
Secure safe for personal possessions
340 Fixed surveillance cameras 90 Days of digital tape back-up video
Bio-metric access device to collocation area
Card access to all critical areas
Smart Card access to Intelligent Racks

         C. FIRE SUPPRESSION
Fire Alarm and Detection
Fully addressable fire alarm system
FM 200 in collocation area Double inter-locked pre-action system
Full smoke exhaust system
VESDA -Very Early Smoke Detection Apparatus

         D. ELECTRICAL
N + 1 Redundancy
A / B side redundancy
Two (2) - 12.47 KVA Separate utility feeds
Four (4) - 2500 KVA Service transformers
Four (4) - 2000 KW Generator system
20,000 Diesel fuel storage system
40 Hour fuel supply
Two (2) - 2500 KVA parallel redundant
UPS Systems
15 Minutes of battery back-up
36 - 125 KVA Static switch PDU's
Two (2) - 20 Amp, single pole position breaker per rack
Master label lightning protection system
TVSS on incoming utility service
Standard IEEE grounding system

         E. MECHANICAL
4 - 300 Ton air-cooled chillers
21 - Built-up air handling units
800,000 CFM of laminar flow
Primary and secondary pumps
Primary and secondary boilers

         F. CONTROLS & Monitoring
Trending electrical metering equipment
Griusial event.-c-ec.,ding
Complete facility electrical monitoring
Complete building control systems
24 Hour staffed monitoring
Remote monitoring capabilities

<PAGE>


         G. FIBER
Two diverse points of entries
Two diverse paths
For each carrier

         H. BUILDING CHARACTERISTICS
Base-isolated (Earthquake & Vibration Resistant)

Seismic Zone 4 (San Francisco, Los Angeles)
High Wind Event Resistant - Meets Dade County (Miami, FL) Wind Requirements
109,000 Square Feet

Prohibited Items
Food or beverages
Photographic or recording equipment
Electromagnetic devices
Loose jewelry
Tool belts
Loose change



<PAGE>


                                    EXHIBIT B
                                    ---------

                             DESCRIPTION OF SERVICES

Utilities (not including Electrical Power): Includes Gas service, water service,
sewer service and trash hauling.

Critical Data Center Systems: All critical systems will be repaired and
maintained including the Generators, UPS/PDU systems, HVAC Chillers, Automatic
Transfer Switch, Fire Detection Systems, and the Electrical systems.

Janitorial: Nightly cleaning (Monday-Friday) of common area within the Data
Center.

General building systems: Includes maintenance of all building systems within
the common areas of the data center including, Electrical distribution, HVAC,
Plumbing, Elevator and Life safety components.

General building maintenance: Includes maintenance of the building including
painting, roof repairs, pest control and other similar items associated with
maintaining the building.

Security Systems Maintenance: Includes repairs and maintenance of the security
systems including X-rays machines, surveillance cameras, entrance gate,
biometric scanner, and other miscellaneous security systems within the data
center.

Taxes and Insurance: SAVVIS shall pay all real estate taxes, assessments or
government impositions of any kind assessed for the Premises or the underlying
land, and SAVVIS shall carry reasonable and customary property insurance on the
Premises.

Property Management/Staffing Fees: 1) Maintenance which includes one (1)
full-time on-site maintenance technician, 2) Critical Systems Engineer which
includes one (1) full-time on-site critical systems engineer, and 3) Security
which includes four (4) full time persons 24 x 7 during Monday through Friday on
Day, three (3) full time persons 24 x 7 during Monday through Friday on Evening
shifts and two (2) full time persons 24 x 7 on Midnight and all weekend shifts.



<PAGE>


                                     PRICING

                          ST. LOUIS DATA CENTER PRICING


(1)    Pricing requires a minimum [**] installed concurrently.  Each Rack
       includes:
       [**]
       [**]
       [**]
       [**]
(2)    [**]


[**] CONFIDENTIAL TREATMENT REQUESTED




<PAGE>


                                    EXHIBIT C
                                    ---------

                               SAVVIS COMPETITORS

[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]



[**] CONFIDENTIAL TREATMENT REQUESTED