NUMBER FOR THAT
PARTY SET FORTH BELOW, MAILED BY CERTIFIED MAIL (RETURN RECEIPT REQUESTED) TO
THAT PARTY AT THE ADDRESS FOR THAT PARTY (OR AT SUCH OTHER ADDRESS FOR SUCH
PARTY AS SUCH PARTY SHALL HAVE SPECIFIED IN NOTICE TO THE OTHER PARTY) OR
DELIVERED TO FEDERAL EXPRESS, UPS, OR ANY SIMILAR EXPRESS DELIVERY SERVICE FOR
DELIVERY TO THAT PARTY AT THAT ADDRESS:
(I)
IF TO THE COMPANY:
Vistula Communications Services, Inc.
Suite 801, 405 Park Avenue
New York, NY 10022
Telecopy No.:
(212) 832-7563
Attention: Chief Financial Officer
8
with a copy to:
Foley Hoag LLP
155 Seaport Boulevard
Boston, MA 02210
Attention: Paul Bork, Esq.
Telecopy No.: (617) 832-7000
(II)
IF TO CONSULTANT:
Palm Chambers
Main Street 197
P.O. Box 3174
Tortola, B.V.I.
Attention: Oriel F. Kennion
Telecopy: +284 494 71 53
(III)
IF TO GALLIERS-PRATT:
Mawley Hall
Cleobury Mortimer
Worcestershire, DY14 8PN
United Kingdom
Telecopy: +44 (0)1299 270022
(E)
THE INTENTION OF THE PARTIES IS TO COMPLY FULLY WITH ALL RULES,
LAWS, AND PUBLIC POLICIES TO THE EXTENT POSSIBLE.
IF AND TO THE EXTENT THAT ANY
COURT OF COMPETENT JURISDICTION IS UNABLE SO TO CONSTRUE ANY PROVISION OF THIS
AGREEMENT AND HOLDS THAT PROVISION TO BE INVALID, SUCH INVALIDITY SHALL NOT
AFFECT THE REMAINING PROVISIONS OF THIS AGREEMENT, WHICH SHALL REMAIN IN FULL
FORCE AND EFFECT.
WITH RESPECT TO ANY PROVISION IN THIS AGREEMENT FINALLY
DETERMINED BY SUCH A COURT TO BE INVALID OR UNENFORCEABLE, SUCH COURT SHALL HAVE
JURISDICTION TO REFORM THIS AGREEMENT TO THE EXTENT NECESSARY TO MAKE SUCH
PROVISION VALID AND ENFORCEABLE, AND, AS REFORMED, SUCH PROVISION SHALL BE
BINDING ON THE PARTIES.
(F)
NO FAILURE BY ANY PARTY TO INSIST UPON STRICT COMPLIANCE WITH ANY
TERM OF THIS AGREEMENT, TO EXERCISE ANY OPTION, TO ENFORCE ANY RIGHT, OR TO SEEK
ANY REMEDY UPON ANY DEFAULT OF ANOTHER PARTY SHALL AFFECT, OR CONSTITUTE A
WAIVER OF, THE OTHER PARTY'S RIGHT TO INSIST UPON SUCH STRICT COMPLIANCE,
EXERCISE THAT OPTION, ENFORCE THAT RIGHT, OR SEEK THAT REMEDY WITH RESPECT TO
THAT DEFAULT OR ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT DEFAULT.
NO CUSTOM OR
PRACTICE OF THE PARTIES AT VARIANCE WITH ANY PROVISION OF THIS AGREEMENT SHALL
AFFECT, OR CONSTITUTE A WAIVER OF, ANY PARTY'S RIGHT TO DEMAND STRICT COMPLIANCE
WITH ALL PROVISIONS OF THIS AGREEMENT.
(G)
THIS AGREEMENT AND ALL DOCUMENTS REFERRED TO IN THIS AGREEMENT,
ALL OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE, CONTAIN THE ENTIRE
AGREEMENT BETWEEN THE PARTIES AND SUPERSEDE ALL OTHER AGREEMENTS AND
UNDERSTANDINGS BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER OF THIS
AGREEMENT.
NO ALTERATIONS, ADDITIONS, OR OTHER CHANGES TO THIS AGREEMENT SHALL
BE MADE OR BE BINDING UNLESS MADE IN WRITING AND SIGNED BY BOTH PARTIES.
9
(H)
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.
CONSULTANT AND GALLIERS-PRATT HEREBY CONSENT TO THE EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN THE