Exhibit
10.1


AMENDMENT
TO EMPLOYMENT AGREEMENT


This Amendment to Employment Agreement (this “Amendment”),
dated as of  August 1, 2006, is entered
into by and among by and between Vistula Communications Services, Inc., a
Delaware corporation (the “Company”), and J. Keith Markley (the “Employee”) and
constitutes an amendment to that certain Employment Agreement dated as of April
11, 2006 (the “Employment Agreement”).


WHEREAS, the Employee currently serves as Chief
Executive Officer and as a director of the Company;


 WHEREAS, the
Company and the Employee have jointly determined that in the best interests of
the Company, the Employee should resign from his position as Chief Executive
Officer of the Company and become the President of Vistula USA, Inc, the Company’s
wholly owned Delaware subsidiary (the “Transition”), in order for the Employee
to focus on business development and related operational matters in the United
States for the Company and its subsidiaries (the “Vistula Group”);


WHEREAS, the Company and the Employee wish to amend
the Employment Agreement to reflect the change in the Employee’s role within
the Vistula Group; and


WHEREAS, in addition, the Company and the Employee
have agreed to certain matters in connection with the change in role of the Employee
as described herein;


NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein, the
receipt and sufficiency of which are hereby acknowledged, and in accordance
with Section 14(d) of the Employment Agreement, the parties hereto agree as
follows:


1.             Resignation.  The Employee hereby resigns as Chief
Executive Officer of the Company effective as of the date hereof.


2.             Amendment
of Employment Agreement


       2.1           Section
3 of the Employment Agreement is hereby deleted and replaced with the
following:


“3. Position and Duties.  During the
Employment Period, the Employee shall serve as the President of Vistula USA,
Inc., the Company’s wholly owned subsidiary (“Vistula US”), responsible for
leading business development efforts for the Company and its subsidiaries
(collectively, the “Vistula Group”) in the United States and managing
operations of the business of the Vistula Group in the United States, and shall
faithfully perform all duties and responsibilities consistent with his position
as President of Vistula US and the duties and responsibilities relating to the
business or operations of the Vistula Group in the United States consistent
with his position as a senior executive officer of the Vistula Group as the
Company’s Board of Directors (the “Board
of Directors”), any 



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committee thereof, the Chairman of the Board of
Directors or the Board of Directors of Vistula US may direct from time to
time.  Without limiting the generality of
the foregoing, it is anticipated that the Employee’s primary duties and
responsibilities shall be overseeing and directing the overall United States
business and operations of the Vistula Group, including assisting with
generating business plans, establishing corporate strategy in the United
States, pursuing and reviewing material commercial ventures and relationships
in the United States, steering the Company’s U.S. operations toward management
approved forecasts and budgets, and advising the Chief Executive Officer on
material business matters affecting the Vistula Group in the United
States.  In the performance of the
Employee’s duties and responsibilities hereunder, the Employee shall regularly
report to the Chief Executive Officer of the Company.  In addition, the Employee agrees to serve as
a director of the Company, and, subject to the fiduciary duties of its
directors, the Company agrees to use its best efforts to nominate and cause the
Employee to be elected as a director of the Company as soon as reasonably
possible on or after the date hereof. The foregoing sentence does not limit in
any way the ability of the Board of Directors, the Company or any of its
shareholders to remove and/or replace the Employee as a director of the Company
in accordance with applicable law and the by-laws of the Company.


The Employee will fulfill his duties and
responsibilities to the Vistula Group hereunder from his residence office
currently located in Campton, New Hampshire, or at such location in the
Northeastern United States as he reasonably determines.  Notwithstanding the foregoing, the Employee
agrees to travel as is otherwise necessary, in the reasonable determination of
the Chief Executive Officer of the Company, to fulfill his duties and
responsibilities as set forth in this Agreement.”


2.2           Section 6(d) of the Employment
Agreement is hereby deleted and replaced with the following:


“(d)         Indemnification.  The Employee, his heirs and his estate shall
be eligible for indemnification and advancement of expenses to the fullest
extent authorized under the Company’s and Vistula US’s by-laws and certificate
of incorporation and applicable law. 
During such time as the Employee shall serve as a officer or director of
the Company or Vistula US, the Company shall maintain a D&O insurance or similar
policy in form and coverage reasonably acceptable to the Board of Directors,
and the Employee shall receive the same benefits provided to any of the Company’s
officers and directors under such policy and any additional D&O insurance
or similar policy, indemnification agreement, Company policy or the certificate
of incorporation or bylaws of the Company or Vistula US.”


2.3           Section 7(a) of the Employment
Agreement is hereby amended by deleting clause (v) of the definition of “Cause”
set forth therein and replacing it with the following:


“(v) the
Employee’s repeated or ongoing failure to comply with the reasonable directions
and instructions of the Company’s Chief Executive Officer or Board of Directors
in connection with the performance of the Employee’s duties and
responsibilities hereunder 



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(provided,
however, in no event shall the Company’s financial performance or failure to
achieve projections in the absence of any of the expressly stated elements of “Cause”
in this Section 7(a) be considered Cause hereunder); provided, that if the
Company elects to terminate the employment of the Employee for “Cause” as
defined in this clause (v) prior to the occurrence of a Change of Control (as
defined in Section 7(d)), the Employee may elect by written notice to the
Company to instead voluntarily terminate his employment with the Company
pursuant to Section 7(d) and such termination shall instead be treated as a
termination without Cause under Section 7(c) provided, however,
that (A) references in Section 7(c) to “eighteen (18) months” shall be read as “twelve
(12) months,” (B) such termination shall not be treated as a termination
without Cause for the purposes of Section 5(b) or for the purposes of the
options described in Section 5(b) and the terms of such options shall be deemed
to be amended to the extent necessary to reflect this intent, and (C) the
Employee shall only be required to provide seven (7) days prior written notice
of such voluntary cessation of employment to the Company;....”


2.4           Section 7(d) of the Employment
Agreement is hereby deleted and replaced with the following:


“(d)         Termination by the
Employee.  The Employee’s employment
with the Company may be terminated by the Employee at any time with or without
Good Reason.  In the event of a
termination of the Employee’s employment with the Company by the Employee upon
his voluntary termination or resignation (other than a termination of
employment with the Company by the Employee for “Good Reason,” as defined
below) prior to the occurrence of any Change of Control at any time following
the date of this Agreement, such termination shall be treated as a termination
without Cause under Section 7(c); provided however, that references in Section
7(c) to “eighteen (18) months” shall be read as “twelve (12) months” and
provided, further, that such termination shall not be treated as a termination
without Cause for the purposes of Section 5(b). As used herein, a “Change in
Control” shall be deemed to have occurred if the Company (i) is merged into or
consolidated with another corporation, or is the subject of a sale of stock by
its stockholders, under circumstances in which the stockholders of the Company
immediately prior to such merger, consolidation or stock sale do not own
immediately after giving effect to such merger, consolidation or stock sale
shares of capital stock representing at least fifty percent (50%) of the voting
power of the Company or the surviving or resulting corporation, as the case may
be, or (ii) sells or otherwise disposes of all or substantially all of its
assets; provided, however, that no such merger, consolidation, stock sale or
disposition of assets shall constitute a Change of Control if such transactions
take place between or among (x) two or more subsidiaries of the Company only,
or (y) the Company and one or more of its subsidiaries only. The Employee
agrees to provide the Board of Directors with at least thirty (30) days’ prior
written notice of his voluntary cessation of employment hereunder, subject to
the Board of Directors’ right to waive, upon notice to the Employee, such
requirement and accelerate the effectiveness of the Employee’s voluntary
cessation of employment to an earlier time and date (but not earlier than the
date of the Employee’s giving of notice of his voluntary cessation of
employment to the Board of Directors), it being mutually understood and agreed
that the Company shall to continue to pay or furnish to the 



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Employee his
Base Compensation and benefits during the time of continued employment, if any,
following the Employee’s notice of his voluntary cessation of employment up
through the effective date of termination. 
A termination of the Employee’s employment with the Company by the
Employee for Good Reason shall be treated as a termination without Cause under
Section 7(c).  For purposes hereof, the
term “Good Reason” shall mean that (i) the Employee’s primary place of
employment is moved by the Board of Directors (not at the request of the
Employee) to a location greater than 50 miles from his current location
(without a corresponding permission from the Board of Directors allowing the
Employee to telecommute), provided, the Employee has delivered written notice
of termination in respect of this clause (i) within thirty (30) days following
the execution and delivery by the Company at the Board of Directors’ direction
of a lease or other binding agreement committing the Company to such
relocation, the terms of which were authorized and approved by the Board of
Directors (provided, if the Board of Directors notifies the Employee of the
Board of Directors’ decision to cancel its planned relocation, the Board of
Directors shall be deemed to have cured the event of “Good Reason” and the
Employee’s notice of resignation shall be deemed revoked, and the status quo
shall be maintained, unless the Employee has already accepted employment with
another employer); (ii) the Company has breached any material term of this
Agreement; (iii) a material reduction in the Employee’s duties and
responsibilities hereunder, (iv) a material demotion in the Employee’s position
at the Company, or (v) the Company has reduced the Employee’s Base Compensation
due hereunder; provided, however, that with respect to each of the conditions
described above in items (i), (ii), (iii), (iv) and (v), the Employee may not
establish “Good Reason” unless he has provided written notice to the Board of
Directors of the existence of such condition and the Company fails to cure such
condition within the 30-day period following receipt of such notice.”


2.5           Section 7 of the
Agreement is hereby amended to add the following additional subsections:


“(g)         Nonqualified
Deferred Compensation. 
Notwithstanding any other provision in this Agreement to the contrary,
the Company shall not distribute and/or pay to the Employee and the Employee
shall not receive and/or take distribution from the Company for a period of six
months and one day following the date of the Employee’s termination of
employment with the Company (the “First Distribution Date”) any amounts that
constitute “nonqualified deferred compensation,” within the meaning of Section
409A of the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder and/or pursuant thereto, to which the Employee is
otherwise entitled under the Agreement; provided, however, that on the Company’s
first regular payroll payment date following the First Distribution Date, the
Company shall distribute and deliver to the Employee all nonqualified deferred
compensation to which the Employee shall have been otherwise entitled pursuant
to the terms of this Agreement for all periods from the date of termination of
the Employee’s employment with the Company through and including the First
Distribution Date, and, thereafter, the Company shall distribute and deliver to
the Employee any additional nonqualified deferred 



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compensation to
which the Employee is entitled under this Agreement in accordance with the
schedule and terms set forth in this Agreement.


(h)           COBRA. The
parties hereto acknowledge and agree that the Company shall meet its
obligations under this Agreement with respect to COBRA by reimbursing the
Employee pursuant to the agreement to the extent the Employee elects to
establish COBRA coverage, within 30 days following receipt by the Company of
substantiating proof of the Employee’s payment of the applicable monthly COBRA
premium.”


3.             Option Waiver. 
The Employee agrees to waive his rights to exercise that portion of the
Employee’s option to purchase 948,000 shares of common stock of the Company
(the “Option”) which entitles the Employee to purchase 500,000 shares of common
stock of the Company.  This portion of
such Option will be cancelled by the Company. The Employee will retain the
right to purchase up to 448,000 shares of common stock of the Company (the “Remaining
Portion”) under this Option. The Remaining Portion shall vest in accordance
with the vesting terms described in the existing option agreement with respect
to the Option.  In order to formally
effect the waiver and cancellation described above, the Employee agrees to
promptly return his copy of all of his executed option agreement with respect
to the Option to the Company.  Following
surrender of such option agreements, the Company will promptly issue to the
Employee a new option agreement relating to the Remaining Portion.


4.             Waiver and Release.  The Employee hereby waives his right to
assert any legal claims against the Company, any subsidiary of the Company or
other affiliated company of the Company, and any of their stockholders,
directors, officers, managers, employees, agents and representatives with
respect to the Transition arising under the Employment Agreement or
otherwise.  Accordingly, the Employee
hereby releases and forever discharges the Company and any of its parents,
subsidiaries and affiliates, and any of their stockholders, directors,
officers, managers, employees, agents and representatives, and any of their
successors or assigns, from any and all claims, charges, complaints, lawsuits,
damages, contracts and causes of action in law or equity, of any nature whatsoever,
or any other actions in any court, administrative agency, arbitration forum, or
other legal tribunal or authority, by reason of any matter or thing relating
to, arising out of or connected with the Transition arising from the beginning
of time through the date of this Agreement. Notwithstanding anything to the
contrary set forth in the Employment Agreement, the Transition shall not
constitute “Good Reason” as defined in Section 7(d) of the Employment
Agreement.


5.             Employment Agreement in Full Force and Effect.
The Employment Agreement, as amended herein, is hereby ratified and confirmed
in all respects. Except as expressly set forth herein, this Amendment shall not
be deemed to be a waiver, amendment or modification of any provisions of the
Employment Agreement or of any right, power or remedy of the Company or the
Employee thereunder.  Except as set forth
herein, the Company and the Employee reserve all rights, remedies, powers, or
privileges available under the Employment Agreement, at law or otherwise.



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6.             Miscellaneous.


6.1           This Amendment may be executed in any
number of counterparts (including by facsimile), and by the different parties
hereto on the same or separate counterparts, each of which shall be deemed to
be an original instrument but all of which together shall constitute one and
the same agreement.  Each party agrees
that it will be bound by its own facsimile signature and that it accepts the
facsimile signature of each other party. 
The descriptive headings of the various sections of this Amendment are
inserted for convenience of reference only and shall not be deemed to affect
the meaning or construction of any of the provisions hereof or thereof.


6.2           This Amendment and the Employment
Agreement (as hereby amended) constitute the entire agreement and understanding
between the parties with respect to the subject matter hereof and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral
agreements between the parties, and shall be binding upon and inure to the benefit
of the successors and assigns of the parties hereto and thereto.  There are no unwritten oral agreements
between the parties with respect to the subject matter hereof and thereof.


6.3           This Amendment and the rights and
obligations of the parties hereunder shall be governed by and construed and
interpreted in accordance with the choice of law provisions set forth in the
Employment Agreement.


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IN
WITNESS WHEREOF, the undersigned have executed this Amendment as an instrument
under seal as of the date first written above.  



	
  

  	
  Vistula Communications Services, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Rupert Galliers-Pratt

  	
   

  
	
   

  	
  By: Rupert Galliers-Pratt

  	
   

  
	
   

  	
  Title: Chairman, and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ J. Keith Markley

  	
   

  
	
   

  	
  J. Keith Markley

  	
   

  



 



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