Oceana
        Partners 

      
        

      

      CORPORATE
        FINANCE

      


      March
        16,
        2007

      


      Mr.
        Rupert Galliers-Pratt 

      Chief
        Executive Officer

      Vistula
        Communications Services, Inc.

      405
        Park
        Avenue, Suite 801

      New
        York,
        NY 10022

      


      Dear
        Rupert,

      


      This
        engagement letter shall serve as our agreement (the “Agreement”) under which
        Oceana Partners, LLC (“Oceana” or the “Advisor”) is retained as a financial
        advisor and placement agent to Vistula Communications Services, Inc. (the
        “Company”) for placing, on a private basis, approximately $2.5 million to $3
        million of the Company’s securities (the “Financing”). In connection therewith,
        the parties hereto agree as follows:

      


      1.
        Information
        and Coordination.
        The
        Company will supply Oceana with all current publicly disclosed information
        respecting the Company’s business prospects and operations (the “Information”).
        The Company recognizes and confirms that Oceana (a) will use and rely primarily
        on the Information in performing the services contemplated by this Agreement
        without having independently verified the same, (b) does not assume
        responsibility for the accuracy or completeness of the Information and (c)
        will
        not make an appraisal of any assets of the Company or any prospective investors
        or purchaser of the Offering. To the best of the Company’s knowledge, the
        Information to be furnished by the Company, when delivered, will be true
        and
        correct in all material respects and will not contain any material misstatement
        of fact or omit to state any material fact necessary to make the statements
        contained therein not misleading. The Company shall make available to Oceana
        and/or shall agree to have professionally prepared at the Company’s expense, all
        financial statements, marketing materials, subscription documents and other
        information which, in Oceana’s reasonable judgment, shall be necessary or
        appropriate. The Company will promptly notify Oceana if it learns of any
        material inaccuracy or misstatement in or material omission from, any
        Information theretofore delivered to Oceana. Advisor will coordinate its
        activities with the Company regarding the marketing of the securities to
        investors during the term of this Agreement, as herein defined. The Company
        will
        make senior management reasonably available for meetings with prospective
        investors. 

      


      2.
        Term.
        This
        Agreement shall become effective on the execution date hereof and, unless
        previously terminated pursuant to Paragraph 9 below, shall continue in effect
        until the earlier of the completion of the Financing, or, if no terms, letter
        of
        intent or other agreement with Oceana Investors has been agreed to by the
        Company regarding the Financing, then sixty (60) days from the date of this
        Agreement (the "Termination Date"). The period from the date hereof until
        the
        Expiration Date is hereafter referred to as the “Term.” 

      


      3.
        Compensation. 


      


      	a.)  	
              In
                connection with the Financing, on each date on which any securities
                are
                issued and cash is received by the Company from new investors (including
                Jana Partners and their affiliates even though Jana is an existing
                investor (collectively, “New Investors”)) the Company shall pay to Oceana
                or its designee, in cash, a commission equal to eight percent (8%)
                of the
                gross purchase price for the securities from New Investors only.
                In
                addition, the Company shall issue to Oceana, or its designee, two
                five
                year common stock purchase warrants (the "Warrants"), each exercisable
                at
                a $1.00 to purchase one share of common stock, for every dollar raised
                in
                the Financing from New Investors. The Warrants shall be exercisable
                upon
                issuance, shall expire five years from the Closing Date, unless otherwise
                extended by the Company, and shall have cashless exercise provisions.
                The
                Warrants shall also have piggyback and demand registration rights,
                anti-dilution and such other similar provisions identical to the
                equity or
                equity linked securities issued on the Closing Date.
                

            


      
         

        
          

        

        Oceana
          Partners LLC

        275
          Seventh Avenue, Suite 2000

        New
          York,
          New York 10001

        Phone
          (212) 661-5353 Fax (646) 486-6885 

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

        Oceana
          Partners 

        
          

        

        CORPORATE
          FINANCE

         

      

      	b.)  	
              The
                Company shall have the right to reject in whole or in part any proposed
                purchaser of the securities in its sole and absolute discretion.
                Oceana
                shall not be entitled to any commission hereunder relating to such
                proposed purchaser. 

            


      


      	c.)  	
              This
                agreement shall act as irrevocable payment authorization instructions
                authorizing wire payment of the cash portion of any fee directly
                to Oceana
                on the Closing Date.

            


      


      4.
        Retainer.
         No
        retainers shall be payable hereunder. 

      


      5.
        Expenses.
        Oceana
        will be promptly reimbursed by the Company for all reasonable and authorized
        out-of-pocket expenses incurred in connection with its activities hereunder.
        These expenses may include, but are not limited to, travel
        and lodging expenses, due diligence and investor meetings and events, expenses
        to print documents for the Company, and postal expenses incurred for mailing
        documents, such as materials to investors, for the Company. Oceana shall
        not
        incur any expenses or series of related expenses, subject to reimbursement
        by
        the Company hereunder, which are in excess of $250, without obtaining the
        Company’s prior written approval.

      


      6.
        Indemnification.
        To the
        extent the Advisor becomes involved in any capacity in any action, claim,
        proceeding or investigation brought or threatened by any person, including
        the
        Company’s stockholders, related to or arising out of or in connection with this
        Agreement, the Company will promptly reimburse the Advisor for reasonable
        legal
        and other expenses as and when they are incurred in connection therewith.
        The
        Company will indemnify and hold the Advisor harmless from and against any
        losses, claims, damages, liabilities or expense to which the Advisor may
        become
        subject under any applicable Federal or state law, or otherwise, related
        to,
        arising out of or in connection with this Agreement, whether or not any pending
        or threatened action, claim, proceeding, or investigation giving rise to
        or on
        the Advisor’s behalf and whether or not in connection with any action,
        proceeding or investigation in which the Advisor is a party, except as to
        that
        portion of any such loss, claim, damage, liability or expense which is found
        by
        a court of competent jurisdiction in a judgment which has become final, in
        that
        it is no longer subject to appeal or review, to have resulted from the Advisor’s
        bad faith or gross negligence. The Advisor agrees to promptly notify the
        Company
        of any action, claim, proceeding or investigation with regard to which the
        Company may be liable for indemnification pursuant to the terms of this
        Agreement. Neither the termination of this Agreement nor the completion of
        the
        services provided hereunder shall affect these indemnification provisions
        which
        shall remain operative and in full force and effect.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

        Oceana
          Partners 

        
          

        

        CORPORATE
          FINANCE

         

      

      7.
        Arbitration.
        Any
        dispute between the Company and Oceana shall be subject to binding arbitration
        before a three-arbitrator panel in accordance with the rules of the American
        Arbitration Association. Prior to the selection of the arbitrators of the
        binding arbitration, the parties shall first attempt non-binding mediation
        before a mediator selected by said Association. In the event the mediator
        makes
        a determination and only one of the parties refuses to accept said
        determination, then the refusing party shall be responsible for all arbitration
        and attorney’s fees of the other party should the refusing party receive a less
        favorable result from the binding arbitration, subject however to the discretion
        of the arbitrators to reallocate these costs if cause is so found by the
        arbitrators.

      


      8.
        Amendments This
        Agreement may only be varied by written agreement between the Advisor and
        the
        Company. All such variations shall only be effective when in writing, signed
        by
        the duly authorized representatives of both parties.

      


      9.
        Termination Subject
        to Paragraph 6, the provision of services hereunder may be terminated prior
        to
        the Termination Date by the Company and/or the Advisor by giving written
        notice
        to the other party in the following events:

      


      -
        force majeure, defined
        as a situation which, in the opinion of either party, creates any change
        or
        development in existing laws and regulations or in local or international
        financial, political, military, economic or market conditions or currency
        exchange rate which is likely to render impossible the Financing and the
        Sale;

       

      -
        breach
        of any commitments hereunder by either party (which is not remedied within
        14
        days after written notification to such effect);

       

      In
        the
        event that the Agreement is terminated prior to the Termination Date because
        of
        a breach by the Company, the Company will forthwith pay the Advisor those
        of its
        expenses and fees incurred or owing up to the Termination Date. 

       

      10.
        Tail.
        Within
        20 business days of the Termination Date, the Advisor shall deliver to the
        Company a list identifying all investors (not including prior investors)
        that
        Oceana had solicited in connection herewith (a “Tail Investor”). In the event
        the Company thereafter receives funding from any Tail Investor or an affiliate
        thereof, within 12 months of the Termination Date (the “Tail Period”), then the
        Company shall pay the Advisor the fee as described in Paragraph 3 (the “Tail
        Fee”). The Tail Fee shall apply to any Tail Investors, including their
        affiliates, and to any third party investor introduced to the Company by
        Tail
        Investors or affiliates thereof assuming such third party investor was not
        previously in discussions with the Company before such
        introduction.

      


      11.
        Notices.
        Notices
        shall be served to the address/fax number of each party set out in this letter
        (or such other address as any of the parties may notify to the other in writing
        from time to time). Such notice shall be deemed to be duly given or made
        when it
        shall have been delivered by registered mail, courier or fax, which shall
        be
        confirmed by registered mail or courier, to the party to which it is required
        to
        be given or made.


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      

        Oceana
          Partners 

        
          

        

        CORPORATE
          FINANCE

         

      

      CONTACT
        ADDRESSES:

      


      
        	
                Oceana
                  Partners LLC: 

              	 	
                Mr.
                  Courtlandt G. Miller 

              
	 	 	
                Oceana
                  Partners LLC 

              
	 	 	
                275
                  Seventh Avenue, Suite 2000 

              
	 	 	
                New
                  York, NY 10001 

              
	 	 	
                Tel:
                  212 661-5353 

              
	 	 	
                Fax:
                  646 486-6885 

              
	 	 	 
	
                Vistula
                  Communications Services, Inc.: 

              	 	
                Mr.
                  Rupert Galliers-Pratt 

              
	 	 	
                Chief
                  Executive Officer 

              
	 	 	
                Vistula
                  Communications Services, Inc. 

              
	 	 	
                405
                  Park Avenue, Suite 801 

              
	 	 	
                New
                  York, NY 10022 

              
	 	 	
                Tel.
                  917 770-1754 

              
	 	 	 
	 	 	
                and
                  

              
	 	 	 
	 	 	
                Foley
                  Hoag, LLP 

              
	 	 	
                Paul
                  Bork 

              
	 	 	
                155
                  Seaport Boulevard 

              
	 	 	
                Boston,
                  MA 02110 

              
	 	 	
                Tel.
                  617 832-1000 

              


      

      


      


      12.
        Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Delaware.

      


      13.
        Miscellaneous.
        This
        Agreement sets forth the understanding of the parties relating to the subject
        matter hereof, and supersedes and cancels any prior communications,
        understandings and agreements between the parties with respect to the subject
        matter hereof. This Agreement cannot be modified or changed, nor can any
        of its
        provisions be waived, except in writing when signed by both parties.


      


      If
        the
        foregoing meets with your understanding, kindly acknowledge your acceptance
        at
        the place indicated on this letter and on the enclosed copy of this letter.
        Please return one of the executed letters to me and keep one for your
        files.    

      


      Sincerely,

      


      Oceana
        Partners LLC

      


      /s/
        Courtlandt G. Miller

      
        
          

        

      

      Courtlandt
        G. Miller

      Senior
        Managing Director

      


      ACCEPTED
        AND AGREED TO BY:

      


      Vistula
        Communications Services, Inc. 

      


      /s/
        Jared
        P. Taylor
        
Jared
        P.
        Taylor

      Chief
        Financial Officer