0001047469-04-034867 Sample Contracts

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Distribution and Marketing Agreement • November 19th, 2004 • Vistula Communications Services Inc • Telephone communications (no radiotelephone)

Reference is made to the Distribution and Marketing Agreement (the "Agreement"), dated as of August 11, 2004, by and among NetYantra Inc. ("NetYantra US"), NetYantra India Pvt. Ltd (collectively with NetYantra US, "NetYantra") and Vistula Communications Services, Inc. (the "Company"). Pursuant to Section 13.2 of the Agreement and for good and valuable consideration, including the agreement by the Company to pay NetYantra the amount of $25,000 in addition to the Initial Payment (defined below) and to issue 50,000 shares of the Company's common stock to NetYantra US, NetYantra hereby agrees (a) to waive the obligations of the Company under Section 6.2.1 of the Agreement for a period of thirty-five (35) days with the effect that the Company will instead now be required to pay to NetYantra the sum of $150,000 (the "Initial Payment") in one or more payments on or before October 15, 2004 (the "New Payment Date"); and (b) that the Agreement shall not terminate pursuant to the last sentence of

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