Dated
      this 24 day of March 2007

     

    SWITCH
      PURCHASE AGREEMENT

     

    BETWEEN

     

    Vistula
      Ltd.

     

    AND

     

    Validus
      Capital Ltd.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    This
      Agreement is made on the 24th
      day of
      March 2007 between:

     

    Vistula
      Limited (“VISTULA”) whose registered office is at 7-10 Chandos Street, London
      W1G 9QD

     

    and

     

    Validus
      Capital Limited ("VALIDUS"), whose is registered office is at 11 Avalon Road,
      Bromsgrove, Worcestershire, B602RJ, collectively referred to as "the
      Parties.”

     

    WHEREAS:

     

    	A  	
            VISTULA
              wishes to sell its Lucent Excel EXS-2000 switch and asscociated
              peripherals located in Telehouse DFM40 (the “Switch”) to VALIDUS.
              

          


     

    	B  	
            VALIDUS
              wishes to buy the Switch and to keep the switch in its current co-location
              site, which is currently DFM40 Telehouse East, London E14 2AA under
              an
              agreement with Telehouse (“the Telehouse Agreement”) between Telehouse and
              VISTULA.

          


     

    	C  	
            The
              parties have agreed that VALIDUS shall purchase the Switch in
              consideration for which VALIDUS shall pay the purchase price sums direct
              to Telehouse pursuant to the Telehouse
              Agreement.

          


     

    IT
      IS HEREBY AGREED AS FOLLOWS:

     

    	1.  	
            SALE
              AND PURCHASE

          


     

    	1.1  	
            VISTULA
              agrees to sell to VALIDUS with full title the Switch which is situated
              in
              Telehouse as is more particularly described in Schedule 1 and VALIDUS
              agrees to buy the Switch free of all encumbrances, in consideration
              for
              the following:

          


     

    	1.1.1  	
            VALIDUS
              shall arrange the novation of the Telehouse Agreement to VALIDUS or
              another company within the VALIDUS Group and will cover all payments
              to
              Telehouse pursuant to the Telehouse Agreement for the remainder of
              the
              term.

          


     

    	1.1.2  	
            The
              novation of the Telehouse Agreement to take effect from January
              1st
              2007.

          


     

    	2.  	
            CONDITIONS
              

          


     

    	2.1  	
            VISTULA
              warrants and confirms that at the date hereof, there are no liens,
              retrictions and encumbrances on the Switch and it has full title and
              ownership of the Switch. 

          


     

    	2.2  	
            VISTULA
              warrants and confirms that there are no sums owing by it to Telehouse
              in
              relation to the Telehouse Agreement. Or if any sums are outstanding
              that
              these will be met in full by VISTULA in a timescale so as to avoid
              any
              action, legal or otherwise by Telehouse.

          


     

    	2.3  	
            VALIDUS
              will provide VISTULA with 12 switch ports at no charge for a period
              of
              three (3) years from the Commencement
              Date.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	2.4  	
            Any
              existing commercial relationships with Carriers already connected to
              the
              Switch will remain with VISTULA and VISTULA will remain liable for
              any
              sums owing by it to any Carriers for traffic passed through the Switch.
              The novation of the commercial relationship with any Carriers from
              VISTULA
              to VALIDUS will be dealt with outside of this
              Agreement.

          


     

    	2.5  	
            It
              is noted that the Switch is being sold on an “as-is” basis with no
              warranties as to fitness for purpose, or quality. Following the
              acqusition, all responsibility to third parties for example in repect
              of
              software licences, shall be the responsbility of
              VALIDUS.

          


     

    	2.6  	
            VALIDUS
              and VISTULA will afford each other full access to the switch in order
              to
              access information and conduct itheir respective businesses. The parties
              will afford each other the usual courtesies over downtime, maintenance
              and
              switch restarts, such that neither party’s business unduly
              suffers.

          


     

    	2.7  	
            VISTULA
              will provide VALIDUS with an unrestricted licence to use its Victory
              billing platform and to amend the source and to generally further develop
              the system. 

          


     

    	3.  	
            PROVISION
              OF INFORMATION AND
              CONFIDENTIALITY

          


     

    	3.1  	
            Subject
              to sub-Clause 3.2, each Party undertakes to the other that it will
              treat
              as confidential, and will use its reasonable endeavours to procure
              that
              its directors, employees, professional advisers and agents will treat
              as
              confidential, the terms and conditions of this Agreement as well as
              all
              data, summaries, rates, reports or information of all kinds and all
              other
              confidential information whether of a technical or business nature
              or
              otherwise relating in any manner to the business or affairs of the
              other
              Party which it may receive in connection with this Agreement, and will
              not
              (and will use its reasonable endeavours to procure that its directors,
              employees, professional advisers and agents will not) disclose such
              information to any third party except with the written permission of
              the
              other Party or use such information other than strictly for the purposes
              of this Agreement.

          


     

    	3.2  	
            The
              provisions of sub-Clause 3.1 shall not apply to information held by
              a
              Party which is in the public domain, already known to the other party
              or
              information that must be disclosed to a competent court or
              regulator.

          


     

    	3.3  	
            The
              Parties agree that the terms of this Agreement are confidential and
              shall
              be subject to the confidentiality provisions of this Clause 3.
              

          


     

    	4.  	
            INDEMNIFICATION

          


     

    Both
      Parties will at all times keep the other party fully and effectively indemnified
      against any liability, claim, loss, damage or expense which either Party, its
      employees, agents, subcontractors or other clients may suffer due to the
      negligence or breach of contract of the other Party, its employees, agents
      or
      subcontractors.

     

    	5.  	
            ASSIGNMENT

          


     

    Either
      Party may at any time assign all or part of its rights and obligations under
      this Agreement with the written consent of the other party.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	6.  	
            NO
              WAIVER

          


     

    The
      failure to exercise or delay in exercising a right or remedy under this
      Agreement shall not constitute a waiver of the right or remedy or a waiver
      of
      any other right or remedy and no single or partial exercise of any right or
      remedy under this Agreement shall prevent any further exercise of the right
      or
      remedy or the exercise of any other right or remedy in respect of the same
      or
      any other breach.

     

    	7.  	
            NOTICES

          


     

    All
      notices, consents, waivers or other communications given hereunder shall be
      in
      writing, shall be delivered by hand, by registered or recorded post (return
      receipt requested) or sent by fax. Notice given by hand, registered or recorded
      post (return receipt requested) shall be deemed to have been received at the
      time of actual delivery. Notice given by facsimile shall be deemed to have
      been
      received when transmitted provided that the sender shall have received a
      transmission report indicating that all pages of the notice have been
      transmitted with the correct facsimile number, provided that if the transmission
      of such facsimile does not occur on a Business Day within Business Hours the
      notice shall be deemed received on the next following Business Day. For these
      purposes “Business Day” shall mean any day other than a Saturday, Sunday or
      public holiday in England and “Business Hours” shall mean 9.00 a.m. to 5.30 p.m.
      in a Business Day.

     

    	8.  	
            NO
              PARTNERSHIP

          


     

    Nothing
      in this Agreement shall be construed as creating a partnership or joint venture
      between the Parties or as constituting either Party as the agent of the other
      Party for any purpose whatsoever and neither Party shall have the authority
      or
      power to bind the other Party or to contract in the name of or create a
      liability against the other Party in any way or for any purpose.

     

    	9.  	
            SEVERABILITY

          


     

    If
      any
      one or more of the provisions of this Agreement shall be invalid, illegal or
      unenforceable, the validity, legality or enforceability of the remaining
      provisions of the Agreement shall not in any way be affected or impaired and
      thus shall be valid and enforceable to the fullest extent permitted by
      law.

     

    	10.  	
            GOVERNING
              LAW

          


     

    This
      Agreement shall be construed in accordance with, and governed in all respects
      by, English law and the Parties submit to the exclusive jurisdiction of the
      English courts in respect of all legal proceedings which may arise in any way
      whatsoever out of this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	11.  	
            THIRD
              PARTIES

          


     

    Nothing
      contained in this Agreement or in any instrument or document executed by any
      Party in connection with the Services is intended to be enforceable pursuant
      to
      the Contracts (Rights of Third Parties) Act 1999. 

     

    	12.  	
            ENTIRE
              AGREEMENT

          


     

    This
      Agreement, together with all schedules and annexes incorporated herein
      specifically by reference, represents the entire agreement and understanding
      between the Parties in relation to the subject matter hereof and supersedes
      all
      other agreements and representations made by either Party, whether oral or
      written. This Agreement may only be modified if such modification is in writing
      and signed by a duly authorised representative of each Party.

     

    Accepted
      for and on behalf of Vistula
      Limited

     

    
      	Signed:
              /s/ Adam
              Bishop	 	 	Dated
              13 April
              2007.
	Name:
              Adam
              Bishop	 	 	 
	Position: Director	 	 	
            


    

     

    Accepted
      for and on behalf of Validus
      Capital Limited

    
       

      
        	Signed:
                /s/ Jeremy
                Strong	 	 	Dated:
                13 April
                2007.
	Name:
	 	 	 
	Position: Director	 	 	
              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      1

     

    The
      Switch

     

    VISTULA’s
      Excel switch located at: DFM 40 Suites K19 at Telehouse, Coriander Avenue,
      London.

     

    VISTULA
      equipment in Telehouse:

     

    Excel
      Switch Nodes with serial numbers: 086730, 086675, 086829, 086880, 086517 &
05695

     

    Sun
      Netra
      workstations with serial numbers: WIP803610 & WIP146019

     

    Cisco
      AS5300’s with serial numbers: SCA041802CU & FOX0535FORB

     

    Dell
      Poweredge 16005C and 2450

     

    GN
      Nettest Lite 3000 with serial number: 834719001