EXECUTION
        COPY

       

      ESCROW
        AGREEMENT

       

      THIS
        ESCROW AGREEMENT (this “Agreement”)
        is
        made as of April 6, 2007, by and among Vistula Communications Services, Inc.,
        a
        Delaware corporation (the “Company”),
        Oceana Partners, LLC, a Delaware limited liability company (“Oceana”)
        the
        purchasers signatory hereto (each a “Purchaser”
and
        together the “Purchasers”),
        and
        Foley Hoag LLP, with an address at 155 Seaport Boulevard, Boston, Massachusetts
        02210 (the “Escrow
        Agent”).
        Capitalized
        terms used but not defined herein shall have the meanings set forth in the
        Securities Purchase Agreement referred to in the first
        recital.

       

      WITNESSETH:

       

      WHEREAS,
        the Purchasers will be purchasing from the Company, severally and not jointly
        with the other Purchasers, in the aggregate, up to $2,500,000 in the aggregate,
        principal amount of 12% Convertible Notes (the “Notes”)
        on the
        Closing Date and Warrants as set forth in the Securities Purchase Agreement
        (the
“Purchase
        Agreement”)
        dated
        the date hereof between the Purchasers and the Company, which securities
        will be
        issued under the terms contained herein and in the Purchase Agreement;
        and

       

      WHEREAS,
        it is intended that the purchase of the securities be consummated in accordance
        with the requirements set forth in Regulation D promulgated under the Securities
        Act of 1933, as amended; and

       

      WHEREAS,
        the Company and the Purchasers have requested that the Escrow Agent hold
        the
        Subscription Amounts in escrow until the Escrow Agent has received the Release
        Notice in the form attached hereto from the Company and Oceana;

       

      NOW,
        THEREFORE, in consideration of the covenants and mutual promises contained
        herein and other good and valuable consideration, the receipt and legal
        sufficiency of which are hereby acknowledged and intending to be legally
        bound
        hereby, the parties agree as follows:

       

      ARTICLE
        1

       

      TERMS
        OF
        THE ESCROW

       

      1.1. The
        parties hereby agree to establish an escrow account with the Escrow Agent
        whereby the Escrow Agent shall hold the funds for the purchase of up to
        $2,500,000 in the aggregate of Notes and Warrants as contemplated by the
        Purchase Agreement.

       

      1.2. Upon
        the
        Escrow Agent’s receipt of the aggregate Subscription Amounts for the Closing
        into its master escrow account, together with executed counterparts of this
        Agreement, the Purchase Agreement and the Registration Rights Agreement,
        it
        shall telephonically advise the Company, or the Company’s designated attorney or
        agent and Oceana, of the amount of funds it has received into its master
        escrow
        account.

       

      1.3. Wire
        transfers to the Escrow Agent shall be made as follows:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      CITIZENS
        BANK

      1
        CITIZENS DRIVE

      PROVIDENCE,
        RI 02915

      ACCOUNT
        NAME: FOLEY HOAG LLP CLIENT FUNDS ACCOUNT

      ABA
        ROUTING NO: 011500120

      ACCT
        NO:
        1133945985

      SWIFT
        CODE (FOR INTERNATIONAL WIRES): CTZIUS33

      REMARK:
        VISTULA/24979-9

      


      1.4 The
        Company, promptly following being advised by the Escrow Agent that the Escrow
        Agent has received the Subscription Amounts for the Closing along with facsimile
        copies of counterpart signature pages of the Purchase Agreement, Registration
        Rights Agreement and this Agreement from each Purchaser, shall deliver to
        the
        Escrow Agent the certificates or instrument evidencing the Securities to
        be
        issued to each Purchaser at the Closing together with:

       

      (a) the
        Company’s executed counterpart of the Purchase Agreement;

      


      (b) the
        Company’s executed counterpart of the Registration Rights
        Agreement;

      


      (c) the
        executed opinion of Company Counsel, in the form of Exhibit
        E
        to the
        Purchase Agreement; and

       

      (d) the
        Company’s original executed counterpart of this Escrow Agreement.

       

      1.5 In
        the
        event that the foregoing items are not in the Escrow Agent’s possession within
        five (5) Trading Days of the Escrow Agent notifying the Company that the
        Escrow
        Agent has custody of the Subscription Amount for the Closing, then each
        Purchaser shall have the right to demand the return of their portion of the
        Subscription Amount.

       

      1.6 Once
        the
        Escrow Agent receives a Release Notice in the form attached hereto as
Exhibit
        X
        (the
“Release
        Notice”)
        executed by the Company and Oceana it shall wire the aggregate Subscription
        Amounts per the written instructions of the Company and Oceana contained
        in the
        Release Notice.

       

      1.7 Wire
        transfers to the Company shall be made pursuant to written instructions from
        the
        Company provided to the Escrow Agent on the date of the Purchase
        Agreement.

       

      1.8 Once
        the
        funds (as set forth above) have been sent per the Release Notice instructions,
        the Escrow Agent shall then arrange to have the Purchase Agreement, the Notes,
        the Registration Rights Agreement, the Escrow Agreement, the Warrants, and
        the
        opinion of counsel delivered to the appropriate parties.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        II

       

      MISCELLANEOUS

       

      2.1 No
        waiver
        or any breach of any covenant or provision herein contained shall be deemed
        a
        waiver of any preceding or succeeding breach thereof, or of any other covenant
        or provision herein contained. No extension of time for performance of any
        obligation or act shall be deemed an extension of the time for performance
        of
        any other obligation or act.

       

      2.2 
        All
        notices or other communications required or permitted hereunder shall be
        in
        writing, and shall be sent as set forth in the Purchase Agreement.

       

      2.3 
        This
        Escrow Agreement shall be binding upon and shall inure to the benefit of
        the
        permitted successors and permitted assigns of the parties hereto.

       

      2.4 
        This
        Escrow Agreement is the final expression of, and contains the entire agreement
        between, the parties with respect to the subject matter hereof and supersedes
        all prior understandings with respect thereto. This Escrow Agreement may
        not be
        modified, changed, supplemented or terminated, nor may any obligations hereunder
        be waived, except by written instrument signed by the parties to be charged
        or
        by its agent duly authorized in writing or as otherwise expressly permitted
        herein.

       

      2.5 
        Whenever
        required by the context of this Escrow Agreement, the singular shall include
        the
        plural and masculine shall include the feminine. This Escrow Agreement shall
        not
        be construed as if it had been prepared by one of the parties, but rather
        as if
        all parties had prepared the same. Unless otherwise indicated, all references
        to
        Articles are to this Escrow Agreement.

       

      2.6 
        The
        parties hereto expressly agree that this Escrow Agreement shall be governed
        by,
        interpreted under and construed and enforced in accordance with the laws
        of the
        State of New York. Any action to enforce, arising out of, or relating in
        any way
        to, any provisions of this Escrow Agreement shall only be brought in a state
        or
        Federal court sitting in New York City.

       

      2.7 
        The
        Escrow Agent’s duties hereunder may be altered, amended, modified or revoked
        only by a writing signed by the Company, each Purchaser and the Escrow
        Agent.

       

      2.8 
        The
        Escrow Agent shall be obligated only for the performance of such duties as
        are
        specifically set forth herein and may rely and shall be protected in relying
        or
        refraining from acting on any instrument reasonably believed by the Escrow
        Agent
        to be genuine and to have been signed or presented by the proper party or
        parties. The Escrow Agent shall not be personally liable for any act the
        Escrow
        Agent may do or omit to do hereunder as the Escrow Agent while acting in
        good
        faith and in the absence of gross negligence, fraud or willful misconduct,
        and
        any act done or omitted by the Escrow Agent pursuant to the advice of the
        Escrow
        Agent’s attorneys-at-law shall be conclusive evidence of such good faith, in the
        absence of gross negligence, fraud and willful misconduct.

       

      2.9 
        The
        Escrow Agent is hereby expressly authorized to disregard any and all warnings
        given by any of the parties hereto or by any other person or corporation,
        excepting only orders or process of courts of law and is hereby expressly
        authorized to comply with and obey orders, judgments or decrees of any court.
        In
        case the Escrow Agent obeys or complies with any such order, judgment or
        decree,
        the Escrow Agent shall not be liable to any of the parties hereto or to any
        other person, firm or corporation by reason of such decree being subsequently
        reversed, modified, annulled, set aside, vacated or found to have been entered
        without jurisdiction.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      2.10 The
        Escrow Agent shall not be liable in any respect on account of the identity,
        authorization or rights of the parties executing or delivering or purporting
        to
        execute or deliver the Purchase Agreement or any documents or papers deposited
        or called for thereunder in the absence of gross negligence, fraud and willful
        misconduct.

       

      2.11 The
        Escrow Agent shall be entitled to employ such legal counsel and other experts
        as
        the Escrow Agent may deem necessary properly to advise the Escrow Agent in
        connection with the Escrow Agent’s duties hereunder, may rely upon the advice of
        such counsel, and may pay such counsel reasonable compensation; provided
        that
        the costs of such compensation shall be borne by the Escrow Agent. The
        Escrow Agent has acted as legal counsel for the Company,
        and
        may continue to act as legal counsel for the Company from time to time,
        notwithstanding its duties as the Escrow Agent hereunder. Oceana and the
        Purchasers consent to the Escrow Agent serving as Escrow Agent hereunder
        and as
        legal counsel for the Company and waives any claim that such representation
        represents a conflict of interest on the part of the Escrow Agent. Oceana
        and
        the Purchasers understand that the Company and the Escrow Agent are relying
        explicitly on the foregoing provision in entering into this Escrow
        Agreement.

       

      2.12 The
        Escrow Agent’s responsibilities as escrow agent hereunder shall terminate if the
        Escrow Agent shall resign by giving written notice to the Company and the
        Purchasers. In the event of any such resignation, the Purchasers and the
        Company
        shall appoint a successor Escrow Agent and the Escrow Agent shall deliver
        to
        such successor Escrow Agent any escrow funds and other documents held by
        the
        Escrow Agent.

       

      2.13 If
        the
        Escrow Agent reasonably requires other or further instruments in connection
        with
        this Escrow Agreement or obligations in respect hereto, the necessary parties
        hereto shall join in furnishing such instruments.

       

      2.14 It
        is
        understood and agreed that should any dispute arise with respect to the delivery
        and/or ownership or right of possession of the documents or the escrow funds
        held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed
        in the Escrow Agent’s sole discretion (1) to retain in the Escrow Agent’s
        possession without liability to anyone all or any part of said documents
        or the
        escrow funds until such disputes shall have been settled either by mutual
        written agreement of the parties concerned or by a final order, decree or
        judgment or a court of competent jurisdiction after the time for appeal has
        expired and no appeal has been perfected, but the Escrow Agent shall be under
        no
        duty whatsoever to institute or defend any such proceedings or (2) to deliver
        the escrow funds and any other property and documents held by the Escrow
        Agent
        hereunder to a state or Federal court having competent subject matter
        jurisdiction and located in the City of New York in accordance with the
        applicable procedure therefore

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      2.15 The
        Company and each Purchaser agree jointly and severally to indemnify and hold
        harmless the Escrow Agent and its partners, employees, agents and
        representatives from any and all claims, liabilities, costs or expenses in
        any
        way arising from or relating to the duties or performance of the Escrow Agent
        hereunder or the transactions contemplated hereby or by the Purchase Agreement
        other than any such claim, liability, cost or expense to the extent the same
        shall have been determined by final, unappealable judgment of a court of
        competent jurisdiction to have resulted from the gross negligence, fraud
        or
        willful misconduct of the Escrow Agent.

       

      ************************

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      IN
        WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as
        of
        date first written above.

       

      
        	
                VISTULA
                  COMMUNICATIONS SERVICES, INC.

              	 	 	 
	 	 	 	 
	 	 	 	 
	By: /s/
                Rupert Galliers-Pratt	 	 	
              
	
                
                  

                

                Name:
                  Rupert Galliers-Pratt

              	 	 	
              
	
                Title:
                  President and Chief Executive Officer

              	 	 	
              


      

       

      
        	 	 	 	 
	
                Oceana
                  Partners LLC

              	 	 	 
	 	 	 	 
	 	 	 	 
	By:
                /s/ Courtlandt G. Miller	 	 	
              
	
                
                  

                

                Name:
                  Courtlandt G. Miller

              	 	 	
              
	
                Title:
                  Senior
                  Managing Director

              	 	 	
              


      

       

      
        	 	 	 	 
	
                ESCROW
                  AGENT: 

              	 	 	 
	 	 	 	 
	
                FOLEY
                  HOAG LLP

              	 	 	
              
	 	 	 	 
	 	 	 	 
	By: /s/
                Paul Bork	 	 	 
	
                
                  

                

                Name:
                  Paul Bork 

              	 	 	
              
	
                Title:
                  Partner

              	 	 	
              


      

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK

      SIGNATURE
        PAGES FOR PURCHASERS FOLLOW]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [SIGNATURE
        PAGE OF PURCHASERS TO VISTULA ESCROW AGREEMENT]

       

      Name
        of
        Holder: JMG
        Capital Partners, LP 

      Signature
        of Authorized Signatory of Holder:
        /s/
        Jonathan Glaser

      Name
        of
        Authorized Signatory: Jonathan
        Glaser

      Title
        of
        Authorized Signatory: Member
        Manager of the General Partner 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [SIGNATURE
        PAGE OF PURCHASERS TO VISTULA ESCROW AGREEMENT]

       

      Name
        of
        Holder: JMG
        Triton Offshore Fund, Ltd. 

      Signature
        of Authorized Signatory of Holder:
        /s/
        Jonathan Glaser  

      Name
        of
        Authorized Signatory: Jonathan
        Glaser  

      Title
        of
        Authorized Signatory: Member
        Manager of the Investment Manager 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [SIGNATURE
        PAGE OF PURCHASERS TO VISTULA ESCROW AGREEMENT]

       

      Name
        of
        Holder: Bushido
        Capital Master Fund, LP

      Signature
        of Authorized Signatory of Holder:
        /s/
        Ronald S. Dagar 

      Name
        of
        Authorized Signatory: Ronald
        S.
        Dagar

      Title
        of
        Authorized Signatory: Director

        

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [SIGNATURE
        PAGE OF PURCHASERS TO VISTULA ESCROW AGREEMENT]

       

      Name
        of
        Holder: JANA
        Piranha Master Fund, Ltd.   

      Signature
        of Authorized Signatory of Holder:
        /s/
        Marc
        Lehmann  

      Name
        of
        Authorized Signatory: Marc
        Lehmann

      Title
        of
        Authorized Signatory: Partner,
        JANA Partners LLC

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [SIGNATURE
        PAGE OF PURCHASERS TO VISTULA ESCROW AGREEMENT]

       

      Name
        of
        Holder: Little
        Wing LP  

      Signature
        of Authorized Signatory of Holder:
        /s/
        Parker L. Quillen

      Name
        of
        Authorized Signatory: Parker
        L.
        Quillen

      Title
        of
        Authorized Signatory: Sole
        Managing Member, Quilcap Mgmt., LLC,   

      Quilcap
        Mgmt. LLC as Investment Manager

         

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [SIGNATURE
        PAGE OF PURCHASERS TO VISTULA ESCROW AGREEMENT]

       

      Name
        of
        Holder: Tradewinds
        Fund Ltd.  

      Signature
        of Authorized Signatory of Holder:
        /s/
        Parker L. Quillen

      Name
        of
        Authorized Signatory: Parker
        L.
        Quillen

      Title
        of
        Authorized Signatory: Sole
        Managing Member, Quilcap Mgmt., LLC

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [SIGNATURE
        PAGE OF PURCHASERS TO VISTULA ESCROW AGREEMENT]

       

      Name
        of
        Holder: Betty
        B.
        Evans

      Signature
        of Authorized Signatory of Holder:
        /s/
        Betty
        B. Evans by Whitney S. Quillen her
        attorney in fact

      Name
        of
        Authorized Signatory: Whitney
        S. Quillen

      Title
        of
        Authorized Signatory: Power
        of
        Attorney (attorney in fact) 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [SIGNATURE
        PAGE OF PURCHASERS TO VISTULA ESCROW AGREEMENT]

       

      Name
        of
        Holder: GSSF
        Master Fund, LP

      Signature
        of Authorized Signatory of Holder:
        :
        /s/
        E. B.
        Lyon IV

      Name
        of
        Authorized Signatory: E.
        B.
        Lyon IV

      Title
        of
        Authorized Signatory: Authorized
        Agent 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [SIGNATURE
        PAGE OF PURCHASERS TO VISTULA ESCROW AGREEMENT]

       

      Name
        of
        Holder: Stratford
        Partners, LP

      Signature
        of Authorized Signatory of Holder:
        /s/
        Chad
        Comiteau

      Name
        of
        Authorized Signatory: Chad
        Comiteau  

      Title
        of
        Authorized Signatory: General
        Partner

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        X
        to

      Escrow
        Agreement

       

      RELEASE
        NOTICE

       

      The
        UNDERSIGNED, pursuant to the Escrow Agreement, dated as of April 6, 2007,
        among
        Vistula Communications Services, Inc., a Delaware corporation, Oceana Partners,
        LLC, a Delaware limited liability company and the Purchasers signatory thereto
        and Foley Hoag LLP, as Escrow Agent (the “Escrow
        Agreement”;
        capitalized terms used herein and not defined shall have the meaning ascribed
        to
        such terms in the Escrow Agreement), hereby notify the Escrow Agent that
        each of
        the conditions precedent to the purchase and sale of the Securities set forth
        in
        the Securities Purchase Agreement have been satisfied. The Company and Oceana
        (on behalf of Purchasers) hereby confirm that all of their respective
        representations and warranties contained in the Purchase Agreement remain
        true
        and correct and authorize the release by the Escrow Agent of the funds and
        documents to be released at the Closing as described in the Escrow Agreement.
        This Release Notice shall not be effective until executed by the Company
        and
        Oceana. 

       

      Please
        release the funds in the form if wire transfers as follows:

       

      Feldman
        Weinstein $7,500

      BANK
        -
        Signature Bank

      ABA
        NO -
        026013576

      ACCT
        NO.
        - 1500629025

      ADDRESS
        -
        29 West 38th Street

      NY,
        NY
        10018

      ACCT
        NAME
        - FELDMAN WEINSTEIN & SMITH OPERATING  C

      420
        Lexington Avenue

      NY,
        NY  10170

      


      Oceana
        Partners LLC $52,000

      Acct
        #
        021-5034296-65

      ABA
        #
        021000021

      Chase
        Bank

      305
        Seventh Avenue

      New
        York,
        NY 10001

      Contact:
        Kamar Collins

      Tel:
        212
        627-8668

       

      Vistula
        Communications Services, Inc. $2,440,500

      CITIZENS
        BANK

      FIVE
        CORNERS BRAINTREE

      540
        GRANITE STREET

      BRAINTREE,
        MA 02184

      


      CONTACT:
        RICHARD D. MEERS, BUSINESS BANKING OFFICER

      BUSINESS
        BANKING GROUP

        +1-781-572-4257

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ACCOUNT
        NUMBER 1133784604

      ROUTING
        NUMBER FOR ACH TRANSACTION 211070175

      ROUTING
        NUMBER FOR WIRE TRANSACTION 011500120

      SWIFT
        CODE: CTZIUS33


       

      This
        Release Notice may be signed in one or more counterparts, each of which shall
        be
        deemed an original.

       

      IN
        WITNESS WHEREOF, the undersigned have caused this Release Notice to be duly
        executed and delivered as of this 6th day of April, 2007.

      
        	 	 	 
	 	
                VISTULA
                  COMMUNICATIONS SERVICES, INC.

              
	 
 	 
 	 
 
	
              	By:  	/s/Jared P. Taylor
	 	
                

                Name:
                  Jared P. Taylor

              
	 	
                Title:
                  Chief Financial Officer

              


      

       

      
        	 	 	 
	 	
                OCEANA
                  PARTNERS, LLC,

                on
                  behalf of Purchasers

              
	 
 	 
 	 
 
	
              	By:  	/s/ Courtlandt G. Miller
	 	
                

                Name:
                  Courtlandt G. Miller

              
	 	
                Title:
                  Senior
                  Managing Director