Exhibit 10.1


 


CONSULTANT,
REPRESENTATIVE AND PROFESSIONAL SERVICES AGREEMENT


 


This Consultant, Representative and
Professional Services Agreement, herein referred to as (“Agreement”), is made
by and between Vistula Communication Services, Inc., a Delaware corporation
with its principal place of business at 405 Park Avenue, Suite 801, New
York, NY 10022, USA (“VCSI”), and Quest Telecommunications, Inc., a
Delaware corporation, located at 303 South Broadway, Suite 101 Tarrytown,
NY 10591, USA (“QTI”). This Agreement is effective as of December 13, 2005
(the “Effective Date”).


 


1.                                       BACKGROUND


 


VCSI has the exclusive right to market and
distribute the V-CubeTM IP-PBX software (together with all upgrades,
enhancements, derivatives, modifications, amendments and new product releases
developed during the term of this Agreement, the “V-CubeTM”) in the Territory
(as defined below). VCSI desires to deploy the V-CubeTM in the Territory and to
consumers from the Territory residing outside the Territory.  VCSI hereby (a) appoints QTI as an
independent advisor and sole and exclusive representative in the Territory to
promote and assist in the structuring and establishment of business
relationships, including introducing VCSI and the V-CubeTM to potential
partners, distributors, licensees and/or purchasers in the Territory, (b) retains
QTI as its Project Management and Operations Partner in the Territory to
perform the professional services specified in Exhibit A, as
modified from time to time by mutual agreement of the parties (the “Professional
Services”) in the Territory and (c) appoints QTI as its agent for the
V-CubeTM to consumers from the Territory residing outside the Territory other
than those consumers residing in jurisdictions or territories with respect to
which VCSI or any affiliate of VCSI has granted or hereafter grants exclusive
distribution or agency rights. The “Territory” is Vietnam, Cambodia, Malaysia
and Turkey, as well as any area mutually agreed upon by QTI and VCSI in
writing.


 


2.                                       MAJOR
RESPONSIBILITIES OF QTI


 


QTI will use reasonable commercial efforts
to:


 


(A)                              Develop and
layout the strategic plan for VCSI establishing business relationships with key
partners in the Territory.


 


(B)                                Position VCSI with
leading telecommunications companies in the Territory for marketing,
distribution, and possibly localization of VCSI’S V-CubeTM.


 


(C)                                Maintain effective
relationships with VCSI business partners in the Territory.


 


(D)                               Assist VCSI with the
collection of market and technology information and other matters in developing
VCSI’S strategy in the Territory.


 


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(E)                                 Generate and
stimulate interest in the V-CubeTM and furnish information to VCSI in regard to
market developments, trends, and prospective partners and/or purchasers of the
V-CubeTM within the markets of the Territory.


 


(F)                                 Participate in sales
promotion activities to benefit sales of the V-CubeTM in the Territory and
assist and advise VCSI and partners in this regard within the markets of the
Territory.


 


(G)                                Develop business plans
for VCSI in the Territory.


 


(H)                               Manage
and coordinate the implementation of VCSI’s marketing strategy in the
Territory.


 


(I)                                    Generally
assist VSCI in the implementation and administration of all general,
administrative and financial systems in the Territory as requested by VCSI.


 


Certain responsibilities of QTI and their
implementation are set forth in Exhibit A attached hereto.


 


3.                                       MAJOR
RESPONSIBILITIES OF VCSI


 


VCSI will use
reasonable commercial efforts to:


 


(A)                              Endeavor to provide the
V-CubeTM and support according to any agreement entered into by VCSI with
individual telecommunication companies in the Territory.


 


(B)                                Provide QTI with
appropriate corporate marketing, sales and technical information and assistance
regarding the V-CubeTM, and keep QTI informed of changes in the V-CubeTM.


 


(C)                                Be directly responsible
for all expenses reasonably incurred by QTI in the development and preparation
of catalogues, advertisements, sales expenses, exhibitions and presentations
created by QTI for sales promotion of VCSI or the V-CubeTM provided that such
expenditure has been approved in writing by VCSI prior to be being incurred by
QTI.


 


(D)                               Once QTI has
successfully established a business relationship with a key partner in the Territory
for VCSI, VCSI will provide sufficient resources to QTI to establish and run an
operations and sales support of a typical local office in the foreign territory
to the extent deemed necessary by VCSI in its sole discretion.


 


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4.                                       TERM OF
AGREEMENT


 


This Agreement will become effective on the
Effective Date and will expire one year (1) year thereafter, unless (i) extended
by mutual agreement, (ii) terminated as provided elsewhere in this
Agreement, or (iii) terminated upon three (3) months written notice
by either party to the other, provided, however, that any right of QTI to
compensation earned or accrued hereunder and reimbursement of expenses will
survive any such expiration or termination. 
This Agreement shall automatically renew for an additional one year (1) year
term unless either party provides at least one (1) months notice to the
other party prior to the expiration of the initial term stating that such party
does not wish to renew the Agreement.


 


5.                                       PAYMENT TERMS


 


(A)                              CONSULTANT FEES: VCSI
agrees to pay QTI consultant fees for the services outlined in this Agreement.
The consultant fees shall be payable as follows:


 


(i)  Upon execution by VCSI of a
memorandum of understanding with Saigon Post and Telecommunications Services
Corporation (“SPT”) with respect to the V-CubeTM, a fee in the amount of
Twenty-five thousand dollars ($25,000) shall be payable by VCSI to QTI.


 


(ii)  Upon execution by VCSI of a pilot
agreement with SPT with respect to the V-CubeTM a fee in the amount of
Twenty-five thousand dollars ($25,000) shall be payable by VCSI to QTI.


 


(iii) 
Upon execution by VCSI of a definitive distribution or license agreement with
SPT with respect to the V-CubeTM, (A) a fee in the amount of One hundred
and fifty thousand dollars ($150,000) shall be payable by VCSI to QTI, and (B) VCSI
shall promptly issue to QTI 300,000 shares of common stock of VCSI following
delivery by QTI to VCSI of an investment representation letter substantially in
the form attached hereto as Exhibit B and such other documentation
reasonably requested by VCSI.


 


(iv) 
Additional and subsequent consultant fees and commission arrangements with
respect to execution of memoranda of understanding, partnership agreements,
joint venture agreements, distribution agreements, license agreement by VCSI
with other major telecommunications companies in the Territory directly arising
from, or as a result of, the introduction by or negotiations performed by QTI
shall be as mutually agreed by the parties in writing from time to time.


 


(B)                                REVENUE
COMMISSION: LICENSING AND DISTRIBUTION: VCSI agrees to pay QTI a commission (“Commission”)
at the rate of thirty percent (30%) of the license fees actually received by
VCSI from SPT, net of sales, use and value added taxes, if any, payable by VCSI
in connection therewith, in connection with the licensing and distribution of
the V-CubeTM in the Territory. QTI will monitor the number of SPT’s IP phone
users to make sure VCSI receives all of the licensing fees as per any agreement
entered into between VCSI and SPT (the “SPT Agreement”).  Within seven (7) days following receipt
of license fees by VCSI under the SPT Agreement, VCSI shall pay to QTI the
Commission with respect to such license fees.


 


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(C)                                PAYMENTS; TAXES: All
unpaid but accrued consultant fees and all payments required under Section 5(B) hereof
shall remain payable by VCSI to QTI following the termination or expiration of
this Agreement. All amounts payable to QTI under this Agreement must be made in
U.S. dollars in the form of a written check, or by wire transfer to: JP Morgan
Chase Bank (ABA #021000021) in the bank account of QTI numbered 217503083665,
or to such other U.S based bank account as QTI shall designate in writing.  QTI shall pay all foreign, federal, state,
municipal and other governmental excise, sales, use, property, customs, value
added, gross receipts and other taxes, fees and duties of any nature now in
force or enacted in the future that are assessed upon or with respect to any
sums paid or owing or any rights, materials or services provided hereunder, or
otherwise arising in connection with this Agreement, excluding taxes based on
VCSI’s income.  VCSI may deduct from any
fees payable to QTI amounts it believes are required to be withheld under
federal, state or local or other applicable law, including applicable federal,
state or local income tax withholding, social security payments, disability and
other insurance premiums and payments.


 


(D)                               REIMBURSEMENT OF
EXPENSES: VCSI will reimburse QTI incurred by QTI for any reasonable expenses
relating to the implementation, testing and deployment of the V-CubeTM in the
Territory including promotion, public relations in a foreign territory (PR),
traveling and entertainment (T&E) expenses reasonably incurred by QTI in fulfilling
its services hereunder provided that such expenditure has been approved in
writing by VCSI prior to be being incurred by QTI. T&E includes, but is not
limited to, airfare, hotel, taxi, bus, limousine, rental car, meals, telephone,
and facsimile charges. Either party may propose the translation of documents
into one or more languages of the Territory, to assist QTI in fulfilling its
duties, and VCSI will pay QTI for translation of any documents VCSI authorizes
to be so translated. QTI will submit a budget of expenses for each territory
for VCSI written approval prior to proceeding. 
QTI will provide VCSI with accurate and reasonably detailed invoices,
including receipts for expenses incurred, and VCSI will pay QTI for any of the
above expenses in accordance with such invoices promptly upon their receipt.
This provision shall survive the earlier termination or expiration of this
Agreement.


 


6.                                       RESPONSIBILITIES
OF QTI


 


QTI shall be permitted to
use the name and trade logo of VCSI solely in connection with the performance
of services hereunder. All goodwill with respect to use of the name and logo of
VCSI shall inure to the benefit of VCSI.


 


QTI agrees to comply, and shall cause his
employees, agents and representatives to comply, with all laws and ordinances,
regulations and rules now or hereafter in effect (including, without
limitation, the United States Foreign Corrupt Practices Act) in connection with
this Agreement and QTI’s activities hereunder including, without limitation,
the performance of the services hereunder.


 


QTI shall provide VCSI with such information
relating to the performance of services hereunder as VCSI shall reasonably
request from time to time.


 


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QTI shall indemnify and hold harmless VCSI
and its affiliates and their respective shareholders, officers, directors,
employees and agents (the “Indemnified Persons”) from and against any and all
claims, demands, liabilities, losses, costs and expenses (including reasonable
attorneys fees) of any kind whatsoever levied against or incurred by the
Indemnified Persons arising directly or indirectly out of conduct of QTI
outside the scope of this Agreement or QTI’s failure to perform any of its
obligations under this Agreement.


 


7.                                       RELATIONSHIP OF
PARTIES


 


VCSI and QTI agree that QTI
is an independent contractor. Personnel employed by QTI who perform duties
related to the Agreement will remain under the supervision, management, and
control of QTI and will not be deemed to be employees of VCSI. QTI will have no
authority, without VCSI’S prior written consent, to sign or otherwise enter
into any kind of contract, undertaking or agreement on behalf of VCSI or any of
its affiliates, or to make any promise, warranty or representation with respect
to V-CubeTM or VCSI except strictly in accordance with VCSI materials provided
to QTI with respect to the V-Cube products, and VCSI will not be bound thereby
unless it expressly agrees otherwise.  If
a customer, distributor or other business partner introduced by QTI to VCSI
chooses to deal directly with VCSI, VCSI will notify and consult with QTI.


 


To permit QTI to freely devote its skilled
personnel to services hereunder, VCSI agrees that for the term of this
Agreement and one (1) year thereafter, it will not solicit or induce (i) any
employee or independent contractor of QTI or (ii) any former employee of
QTI who was employed by QTI not less than one (1) year prior to the date
of solicitation, to terminate or breach an employment, contractual or other
relationship with QTI or to become an employee of VCSI.


 


8.                                       NON-COMPETITION;
CONFIDENTIALITY


 


QTI shall not,
directly or indirectly, at any time (whether during the term of this Agreement
or thereafter), disclose any Confidential Information (defined below) to any person,
association, or other entity (other than the Affiliated Companies, as defined
below), or use, or permit or assist any person, association, or other entity
(other than an Affiliated Company) to use, any Confidential Information,
excepting only: (i) Confidential Information which (A) is then
generally available to or obtainable by the public and which did not become so
available or obtainable through the breach of any provision of this Agreement
by QTI, or (B) is obtained by QTI on a non-confidential basis from a
source other than an Affiliated Company or any agent or other representative of
an Affiliated Company and such source had the right to disclose such
Confidential Information to QTI without violating any legal, contractual,
fiduciary, or other obligation; and (ii) disclosures required by
applicable law.


 


Upon termination of QTI’s engagement by VCSI
(for any reason), QTI shall immediately deliver to VCSI all documents and other
materials containing any Confidential Information which are in their possession
or under their control.


 


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During the Restricted Period (defined below),
QTI shall not, directly or indirectly (whether individually or as a shareholder
or other owner, partner, member, director, officer, employee, consultant,
creditor or agent of any person, association, or other entity):


 


(a)                                  Enter
into, engage in, or promote or assist (financially or otherwise), directly or
indirectly, any business which competes with the business of any Affiliated
Company (the “Business”) in the Territory, provided that the foregoing shall
not preclude VCSI from owning less than 1% of the outstanding capital stock of
any corporation whose shares are publicly traded on a national securities
exchange or system;


 


(b)                                 Solicit
or attempt to solicit business in competition with the Business from any person
or entity (in any such case, a “Restricted Company”), or interfere or attempt
to interfere with any relationship of any Affiliated Company with any
Restricted Company;


 


(c)                                  Induce
or encourage any employee, officer, director, agent, supplier, or independent
contractor of any Affiliated Company to terminate its relationship with any
such Affiliated Company, or otherwise interfere or attempt to interfere in any
way with any Affiliated Company’s relationships with its employees, officers,
directors, agents, suppliers, independent contractors, or others;


 


(d)                                 Employ
or engage any person who, at any time within the one-year period immediately
preceding such employment or engagement, was an employee, officer, director, or
agent of any Affiliated Company; or


 


(e)                                  Make
any statement (oral or written) or take any other action which would tend to
disparage or diminish the reputation of any Affiliated Company.


 


For purposes of this Agreement:


 


(i) ”Affiliated
Company” shall include VCSI and all subsidiaries or affiliates of VCSI;


 


(ii) ”Confidential
Information” shall mean all trade secrets, proprietary data, and other
confidential information of any Affiliated Company, including without
limitation financial information, information relating to business operations,
services, promotional practices, suppliers, employees, independent contractors,
or other parties, and any information which any Affiliated Company is obligated
to treat as confidential pursuant to any course of dealing or any agreement to
which it is a party or otherwise bound;


 


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(iii) the
“Restricted Period” shall mean the period beginning on the date hereof and
ending on the first anniversary of the date (the “Termination Date”) of
termination (for any reason) of QTI’s engagement hereunder (whether pursuant to
this Agreement or otherwise); and


 


QTI acknowledges and agrees that (1) the
provisions of this Section 8 are fundamental and essential for the
protection of the Affiliated Companies’ legitimate business and proprietary
interests, (2) such provisions are reasonable and appropriate in all
respects, and (3) in the event of any violation by QTI of any of such
provisions, the Affiliated Companies would suffer irreparable harm and its
remedies at law would be inadequate.  In
the event of any violation or attempted violation of such provisions by the
QTI, the Affiliated Companies shall be entitled to a temporary restraining order,
temporary and permanent injunctions, specific performance, and other equitable
relief, without any showing of irreparable harm or damage or the posting of any
bond, in addition to any other rights or remedies which may then be available
to the VCSI.


 


This Section 8 shall survive the termination or expiration of this
Agreement.


 


9.                                       DEVELOPMENTS.


 


QTI agrees that all
originals and all copies of all manuscripts, drawings, prints, manuals,
diagrams, letters, notes, notebooks, reports, models, and all other materials
containing, representing, evidencing, recording, or constituting any
Confidential Information (as defined in Section 8 hereof) however and
whenever produced (whether by Consultant, QTI), shall be the sole property of
the VCSI.


 


QTI agrees that all
Confidential Information and all other discoveries, inventions, ideas,
concepts, research and other information, processes, products, methods and
improvements, or parts thereof conceived, developed, or otherwise made by QTI
alone or jointly with others and in any way relating to any Affiliated Company’s
present or proposed products, programs or services or to tasks assigned by or
pursuant to this Agreement during the period of QTI’s engagement hereunder,
whether or not patentable or subject to copyright protection and whether or not
reduced to tangible form or reduced to practice during the period of QTI’s
engagement hereunder with the Company, whether or not made during the QTI’s
regular working hours, and whether or not disclosed by QTI to any Affiliated
Company (hereinafter referred to as “Developments”), together with all products
or services which embody or emulate such Developments, shall be the sole
property of the Affiliated Companies. QTI agrees to, and hereby assigns to
VCSI, all their respective right, title and interest throughout the world in
and to all Developments and to anything tangible which evidences, incorporates,
constitutes, represents or records any such Developments. QTI agree that all
such Developments shall constitute works made for hire under the copyright laws
of the United States and hereby assigns and, to the extent any such assignment
cannot be made at present, QTI agrees to assign to VCSI all copyrights,
patents, and other proprietary rights they may have in any such Developments,
together with the right to file for and/or own wholly without restriction
United States and foreign patents, trademarks, and copyrights.  QTI agrees to waive, and hereby waives, all
moral rights or proprietary rights in or to any Developments and, to the extent
that such rights may not be


 


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waived,
agrees not to assert such rights against any Affiliated Company or its
licensees, successors or assigns.


 


This Section 9 shall
survive the termination or expiration of this Agreement.


 


10.                                 ASSIGNMENT OF
AGREEMENT


 


Neither this Agreement nor any rights or
obligations of either party hereunder may be assigned without prior written
consent of the other party; provided, however, that VCSI may freely assign this
Agreement to affiliates or successors-in-interest or successors-in-title in the
event of a change of control, merger, consolidation or acquisition of all or
substantially all of the assets or business of VCSI. Subject to this Section 10,
the Agreement will be binding upon the successors and assigns of the respective
parties.


 


11.                                 TERMINATION


 


This Agreement may be terminated by either
party upon written notice to the other if any of the following occur: material
default of this Agreement (unless cured within fifteen (15) days), or
receivership, insolvency or assignment for the benefit of creditors of the
other party.


 


Except as expressly set forth herein, no
damages, indemnity or termination benefits whatsoever (including any
compensation for goodwill established by QTI during the term of this Agreement
or for any of its lost profits or expenses) shall be due or payable to QTI by
reason of any termination of this Agreement in accordance with its terms, and
QTI expressly waives the application of any statute, law or custom to the
contrary.


 


12.                                 REPRESENTATIONS


 


VCSI represents that it has the power and
authority to enter into this Agreement, and that this Agreement does not
violate the terms of any other agreement or understanding of which it is a
party. VCSI further represents that (i) it has all legal right and
authority to offer the V-CubeTM for sale in the Territory, (ii) the sale
and use of the V-CubeTM are in the manner contemplated by VCSI’S published
specifications, and VCSI and V-CubeTM literature and representations, will not
to the knowledge of VCSI violate any third party proprietary rights, and (iii) such
literature and representations of VCSI may be relied upon by QTI in performing
its duties hereunder. It is understood that QTI will rely on representations of
VCSI in its dealings with third parties concerning VCSI. VCSI hereby
indemnifies and holds harmless QTI from any cost, expense, liability or loss
incurred by QTI as a result of any violation of such representations and
warranties.


 


QTI represents that it has the power and
authority to enter into this Agreement, and that this Agreement does not
violate the terms of any other agreement or understanding of which it is a
party. QTI hereby indemnifies and holds harmless VCSI from any cost, expense,
liability or loss incurred by QTI as a result of any violation of the
representations and warranties.


 


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13.                                 LIMITATION OF
LIABILITY


 


In no event will either party hereto be
liable for any special, indirect, incidental or consequential damages, or any
damages resulting from loss of profits arising out of or in connection with
this Agreement or the services performed hereunder, whether in an action based
on contract or tort including any action for negligence. Neither party will be
liable for any damages other than for the gross negligence or intentional
misconduct of its agents. In no event will QTI’S total liability for any
damages in any action arising out of or in connection with this Agreement
exceed the total amount paid to QTI by VCSI under this Agreement. This Section 13
shall survive the termination or expiration of this Agreement.


 


14.                                 NOTICES


 


Any notice, request, demand, or other
communication required or permitted under this Agreement will be deemed to be
properly given three (3) days after dispatch through the U.S. Postal
Service, postage prepaid, or one (1) day after dispatch with charges
prepaid through an established and reputable national courier, or when made by
confirmed facsimile, addressed to the respective party at the address stated
above in this Agreement, or at such other address as that party may designate
in writing in the future.


 


15.                                 GOVERNING LAW


 


This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard
to principles of conflicts of law.  QTI
and VCSI hereby consent to the exclusive jurisdiction of the courts of the
State of New York in the event of any dispute arising hereunder.


 


16.                                 DISPUTE RESOLUTION:
ARBITRATION


 


At the written request of a party, each party
shall appoint a knowledgeable, responsible representative to meet and negotiate
in good faith to resolve any dispute arising under this Agreement. The parties
intend that these negotiations be conducted by non-lawyer, business
representatives. The discussions shall be left to the discretion of the
representatives. The representatives may agree to use any alternative dispute
resolution procedures such as mediation to assist in the negotiations.
Discussions and correspondence among the representatives for purposes of these
negotiations shall be treated as confidential information developed for
purposes of settlement, shall be exempt from discovery and production, and
shall not be admissible in the arbitration described below or in any lawsuit
without the concurrence of all parties. Documents not prepared for purposes of
the negotiations are not so exempted and may, if otherwise admissible, be
admitted in evidence in the arbitration or lawsuit.


 


If the negotiations do not resolve the
dispute within sixty (60) days of the initial written request, the dispute will
be submitted to binding arbitration under the Commercial Arbitration Rules of
the American Arbitration Association presided over by a single arbitrator
selected pursuant to those rules. A party may demand such arbitration, in
accordance with the procedures 


 


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set out in those rules, at the office of the American Arbitration
Association closest to the other party.


 


Discovery shall be limited to no more than
two (2) depositions, and a combined total of not more than twenty-five
(25) individual interrogatories, requests for admission and demands for
document production, unless otherwise agreed. Each party shall bear its own
cost of these procedures (except document reproduction, which will be
reimbursed by the other party), and share equally in the expense of the
arbitrator.


 


17.                                 ENTIRE AGREEMENT


 


This Agreement sets forth the entire
Agreement between the parties with regard to the subject matter thereof. This
Agreement replaces any representations or statements, oral or written, made
about the subject matter of this Agreement. This Agreement may be amended only
by a written agreement signed by both parties. If any of the provisions of this
Agreement are found or deemed by a court of competent jurisdiction to be
invalid or unenforceable, the parties intend that they be severed from the
remainder of this Agreement, and not cause its invalidity or unenforceability.
A party’s waiver of any breach of a provision of this Agreement will not
constitute a waiver or any other provision, or of any other breach of the same
provision.  This agreement may be
executed via facsimile and in counterpart, and a copy of the executed agreement
shall serve as an original.


 


[Remainder of page intentionally left blank]


 


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IN WITNESS WHEREOF, the parties have caused
this Consultant, Representative and Professional Services Agreement to be
executed by their duly authorized representatives as of the Effective Date:


 


	
   

  	
  VISTULA COMMUNICATIONS SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Rupert Galliers-Pratt

  	
   

  
	
   

  	
  Name: Rupert Galliers-Pratt

  
	
   

  	
  Date: December 13, 2005

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  QUEST TELECOMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Victor H. Duong

  	
   

  
	
   

  	
  Name: Victor H. Duong

  
	
   

  	
  Date: December 13, 2005

  
					



 


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EXHIBIT A


TERRITORY
PLAN


 


1.                                       Do
final evaluation of potential partners in the Territory


•                                          clarify
objectives with partners in the Territory


•                                          narrow
the list of potential partners in the Territory and consider other potential
partners in the Territory


•                                          follow
up with potential partners in the Territory to ensure continued interest.


 


2.                                       Visit
the Territory to negotiate distribution and licensing agreements with strategic
partners in the Territory.


•                                          solicit
proposals from strategic partners in the Territory.


•                                          negotiate
deal terms in consultation with VCSI


 


3.                                       Facilitate
start-up of partnership and dialogue between VCSI and partners in the Territory


•                                          help
coordinate press announcements


•                                          monitor
initial progress of distributors


•                                          assist
VCSI in follow-up with primary distributors


•                                          manage
processes and relationship between VCSI and partners


 


4.                                       Establish
appropriate pricing plan for the Territory if requested by VCSI


•                                          work
with VCSI to understand costs


•                                          work
with VCSI to finalize pricing for Territory


•                                          announce
pricing in the Territory


 


5.                                       Facilitate
sales goals for the Territory


•                                          work
with VCSI to set sales goals


•                                          define
key accounts to generate business over the next fiscal year


•                                          help
get into accounts at high levels


•                                          assist
in closing


 


6.                                       Facilitate
revenue goals for the Territory


•                                          work
with VCSI to set revenue goals


•                                          work
with VCSI to implement revenue goals


 


7.                                       Facilitate
establishment of VCSI operations in the Territory as directed by VCSI


•                                          work
with VCSI to set staffing goals.


•                                          work
with VCSI to hire key staffs.


•                                          work
with VCSI to establish an office in the Territory in accordance with this
Agreement.


•                                          work
with VCSI to establish a support/customer care center or product technical
support services.


 


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8.                                       Facilitate technical support


 


•                                          work with VCSI to provide level 3 technical
support for SPT.


•                                          work with VCSI to support SPT
installation of the service packs and to ensure that SPT receives the latest
version of V-CubeTM software as soon as it is released in accordance with SPT
Agreement.


•                                          work with VCSI to ensure any SPT’s
V-CubeTM software problems and code errors are fixed in a timely manner.


 


9.                                       Licensing Fees Monitoring


 


•                                          Represent VCSI in monitoring the
number of IP phones deployed by SPT.


•                                          Represent VCSI to handle the license
fee account reconciliation and calculation.


 


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EXHIBIT B


INVESTMENT
REPRESENTATION LETTER


 


[                 ],
2005


 


Vistula
Communications Services, Inc.


405
Park Avenue

Suite 801

New York, NY 10022


 


Re:  Acquisition
of Common Stock


 


Ladies
and Gentlemen:


 


This investment letter is
executed and delivered in connection with the undersigned’s acquisition of
300,000 shares (the “Shares”) of the common stock, $.001 par value per share,
of Vistula Communications Services, Inc., a Delaware corporation (the “Corporation”).


 


The undersigned understands
that the Shares have not been registered under the United States Securities Act
of 1933, as amended (the “Act”), or registered or qualified under the
securities or “Blue Sky” laws of any jurisdiction.  The undersigned understands that the Shares
will constitute “restricted securities” within the meaning of Rule 144 promulgated
under the Act.  The undersigned also
understands that the Shares may not be sold or transferred except pursuant to
exemptions contained in the Act and exemptions contained in other applicable
securities or “Blue Sky” laws and that the certificate representing the Shares
shall bear a legend to such effect.


 


The undersigned represents
and warrants to the Corporation that the undersigned is acquiring the Shares
for its own account for investment, and not for, with a view to, or in
connection with the resale, assignment, or distribution thereof.  The undersigned has no present intention to
sell, hypothecate, assign, distribute or otherwise transfer the Shares or any
interest therein.  The nature and amount
of the undersigned’s investment in the Shares is consistent with the
undersigned’s investment objectives, abilities, and resources.  The undersigned understands that the Shares
are an illiquid investment, which will not become freely transferable by reason
of any “change of circumstances” whatever.  The undersigned has adequate means of
providing for its current needs and possible contingencies and has no need for
liquidity in its investment.


 


The undersigned has
sufficient knowledge and experience in business and financial matters so as to
enable it to analyze and evaluate the merits and risks of its investment in the
Shares and the undersigned is capable of protecting its interest in connection
with such investment.  The undersigned is
able to bear the economic risks of such investment, including a complete loss
of the investment.


 


The undersigned has been
afforded the opportunity to obtain all information that it desires in
connection with its acquisition of the Shares, and the undersigned has received
all information that it has requested in connection with such acquisition.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Quest Telecommunications, Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Address:

  	
   

  



 


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