0001047469-04-017044 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT
Employment and Noncompetition Agreement • May 12th, 2004 • Vistula Communications Services Inc • Delaware

This Amended and Restated Employment and Noncompetiton Agreement (this "Agreement") is entered into as of this 5th day of May, 2004, by and among Vistula Communications Services, Inc. (formerly known as VCS, Inc.), a Delaware corporation (the "Company"), Vistula USA, Inc., a Delaware corporation and wholly owned subsidiary of the Company (the "Employer"), and Edward DeMent (the "Employee").

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iBasis Global, Inc. Service Agreement
Service Agreement • May 12th, 2004 • Vistula Communications Services Inc

This Service Agreement ("Agreement") is entered into as of 1st September 2003("Effective Date") by and between iBasis Global, Inc., a Delaware corporation ("iBasis") and Vistula Limited, a UK based limited company, with a business address at 40 Portman Square London W1H 6LT United Kingdom ("Service Partner") (collectively "Parties" or individually a "Party").

AMENDMENT AND INDEMNIFICATION AGREEMENT
Amendment and Indemnification Agreement • May 12th, 2004 • Vistula Communications Services Inc • Delaware

This Amendment and Indemnification Agreement (this "Agreement"), dated as of May 5, 2004, is entered into by and between Vistula Communications Services, Inc. (formerly known as VCS, Inc.), a Delaware corporation (the "Buyer"), MRS Partners LLC, a Nevada limited liability company ("Seller"), and the individuals listed on Exhibit A to this Agreement who comprise all of the members of MRS Partners LLC (the "Members").

TELEHOUSE® FM SERVICES AGREEMENT
Vistula Communications Services Inc • May 12th, 2004

The terms of this Agreement, which comprises this signature page, the attached Conditions of Business, Schedules 1-4 and other attachments specified by Telehouse, apply to the License granted, the Telehouse Services and all other things and services provided by Telehouse under or in connection with this Agreement.

QWEST WHOLESALE SERVICES AGREEMENT
Wholesale Services Agreement • May 12th, 2004 • Vistula Communications Services Inc • New York

THIS WHOLESALE SERVICES AGREEMENT, together with this signature page, the general terms and conditions, annexes, addenda and exhibits attached hereto (collectively, the "Agreement") is entered into by and between Qwest and Customer (each identified for purposes of this Agreement in the signature blocks below, and referred to separately as a "Party" or collectively as the "Parties"). This Agreement is effective on the date Qwest signs it after Customer's signature (the "Effective Date"). The undersigned Parties have read and agree to the terms and conditions set forth in the Agreement.

Primus Telecommunications Limited Carrier Services Agreement
Services Agreement • May 12th, 2004 • Vistula Communications Services Inc • London

This Carrier Services Agreement (the "Agreement') is made as of the 16th day of February 2004 (the "Effective Date"), by and between Primus Telecommunications Limited, a company duly organized and existing under the laws of England and Wales, with the registration 2937312 and having a business address at NIOC House, 4 Victoria Street, London SWIH 0GT, United Kingdom ("Primus") and Vistula Limited, a company organized and existing under the laws of the United Kingdom, having a business address at 40 Portman Square, London, W1H 6LT, UK ("Partner"). Partner and Primus may be referred to individually as "Party" and collectively as "Parties".

INTERNATIONAL SWITCHED TELECOMMUNICATIONS SERVICES AGREEMENT
Vistula Communications Services Inc • May 12th, 2004

This International Switched Telecommunications Services Agreement (together with any schedules, addenda or other attachments, as amended, supplemented or otherwise modified from time to time, the "Agreement") is entered into by and between

TELSTRA EUROPE LIMITED And VISTULA LIMITED PREFERRED PARTNER AGREEMENT Ref: MG/13.11.01 Telstra Europe Limited 7th Floor 3 Finsbury Square London, EC2A 1AE
Vistula Communications Services Inc • May 12th, 2004 • England

Vistula and Telstra have agreed to enter into a strategic partnership for Vistula to introduce potential new customers to Telstra on the terms and conditions set out herein.

RECIPROCAL INTERNATIONAL TELECOMMUNICATIONS SERVICES CARRIER AGREEMENT
Services Carrier Agreement • May 12th, 2004 • Vistula Communications Services Inc • Delaware

This Reciprocal International Telecommunications Services Carrier Agreement (the "Agreement") is entered into this 20th day of January, 2004 (the "Effective Date"), between: SwissFone Inc., a corporation organized under the laws of the state of Delaware, with offices located at 2001 L Street, NW, Suite 750, Washington, D.C. 20036 ("SWISSFONE");

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 12th, 2004 • Vistula Communications Services Inc • Delaware

STOCK PURCHASE AGREEMENT, dated as of March 2, 2004 (the "Agreement"), by and among (i) VCS, Inc., a company incorporated in Delaware ("Buyer"), (ii) Vistula Limited, a company incorporated in England and Wales ("Vistula"), (iii) Cardlink Services Limited, a company incorporated in Scotland ("Cardlink"), (iv) Executive Management Services Limited, a company incorporated in the British Virgin Islands and the sole stockholder of Vistula ("EMS") and (v) the stockholders of Cardlink listed on the signature pages hereto, being all of the stockholders of Cardlink (the "Cardlink Stockholders" and together with Vistula, Cardlink and EMS, the "Sellers").

Reciprocal International Carrier Service Agreement
Reciprocal International Carrier Service Agreement • May 12th, 2004 • Vistula Communications Services Inc • New York

This Reciprocal International Carrier Service Agreement (the "Agreement") is entered into April 15, 2004 ("the Effective Date"), between: KDDI America, Inc., a corporation organized under the laws of the state of New York, with offices located at 375 Park Avenue, 7th Floor, New York, New York 10152 ("KDDI-A"), and Vistula USA, Inc., a corporation organized under the laws of Delaware, with offices at 1925 Manor Grove Rd., Annapolis, Maryland 21401 ("Customer"). (KDDI-A and Customer also being referred to herein individually as a "Party" and collectively as the "Parties").

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 12th, 2004 • Vistula Communications Services Inc • Delaware

This ASSET PURCHASE AGREEMENT (the "Agreement") is dated as of this 5th day of January, 2004, by and between VCS, Inc., a Delaware corporation ("Buyer") and MRS Partners LLC, a California limited liability company ("Seller").

GLOBAL IP NETWORK SERVICE AGREEMENT TERMS AND CONDITIONS BETWEEN NTT EUROPE LTD -AND- VISTULA LIMITED
Network Service Agreement • May 12th, 2004 • Vistula Communications Services Inc • England and Wales

NTT EUROPE LTD., whose registered office is at 3rd Floor, Devon House, 58-60 St. Katharine's Way, London E1W 1LB,UK (Registration No. 2307625), hereinafter referred to as "NTTE", and

RECIPROCAL TELECOMMUNICATIONS SERVICES AGREEMENT BETWEEN BHARTI TELESONIC LTD. AND VISTULA LIMITED
Reciprocal Telecommunications Services Agreement • May 12th, 2004 • Vistula Communications Services Inc

THIS RECIPROCAL TELECOMMUNICATIONS SERVICES AGREEMENT ("Agreement") is entered into on this 2nd day of December 2002 (the "Effective Date"), by and between:

RECIPROCAL TELECOMMUNICATIONS SERVICES AGREEMENT
Telecommunications Services Agreement • May 12th, 2004 • Vistula Communications Services Inc • England

THIS RECIPROCAL TELECOMMUNICATIONS SERVICES AGREEMENT ("Agreement") is entered into on January 23, 2004, (the "Effective Date") between:

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