Exhibit 10.1
DATED 12th February 2007
(1)
SCOTT LEE GOODWIN
(2)
VISTULA COMMUNICATIONS SERVICES, INC.
SUPPLEMENTAL AGREEMENT
Relating to an agreement for the sale and purchase of the whole
of the issued share capital of Goodman Blue Limited
entered into on 12 October 2006
Harbottle & Lewis LLP
Hanover House
14 Hanover Square
London
W1S 1HP
Ref: 85/253/1334593v3
AGREEMENT dated 12th February 2007
BETWEEN:
(1)
SCOTT LEE GOODWIN of The Croft, 2A Lime
Trees, Christian Malford, Wiltshire SN15 4BN (the "Seller");
(2)
VISTULA COMMUNICATIONSERVICES, INC. a
corporation organized and existing under the laws of the State of Delaware, with
its principal place of business at405 Park Avenue, Suite 801, New York, NY
10022, USA (the "Buyer").
RECITALS
(A)
Under the terms of an agreement (the "Sale
Agreement") entered into on 12
October 2006 the Seller agreed to sell and the
Buyer agreed to purchase the entire issued share capital of Goodman Blue Limited
on and subject to the terms and conditions set out in the Agreement.
(B)
The parties have now agreed to vary certain
terms and conditions set out in the Sale Agreement on the basis set out in this
Agreement.
IT IS AGREED as follows:
1.
DEFINITIONS AND INTERPRETATION
1.1
IN THIS AGREEMENT, UNLESS EXPRESSLY
STATED OTHERWISE:
(A)
WORDS AND PHRASES TO WHICH A
PARTICULAR MEANING IS ASSIGNED IN ANY OF THE RECITALS TO THIS AGREEMENT SHALL
BEAR THE SAME RESPECTIVE MEANINGS IN THE OPERATIVE PARTS OF THIS AGREEMENT;
(B)
A REFERENCE TO A PERSON OR PEOPLE
INCLUDES A REFERENCE TO ANY ENTITY WHICH HAS LEGAL PERSONALITY BY THE LAW OF ANY
APPLICABLE COUNTRY OR TERRITORY;
(C)
A REFERENCE TO A CLAUSE, SCHEDULE
OR TO THE PARTIES IS TO A CLAUSE OR SCHEDULE OR THE PARTIES OF OR TO THIS
AGREEMENT, AND A REFERENCE IN ANY SCHEDULE TO A PARAGRAPH IS TO A PARAGRAPH OF
THAT SCHEDULE;
(D)
A REFERENCE TO ANY ACTION, LEGAL
DOCUMENT, REMEDY, PROCEEDINGS, STATUS OR OTHER LEGAL CONCEPT SHALL, IN RESPECT
OF ANY FOREIGN JURISDICTION, RELATE TO WHATEVER IN THAT JURISDICTION MOST
CLOSELY CORRESPONDS TO THE RELEVANT ENGLISH TERM; AND
(E)
A REFERENCE TO THE SELLER INCLUDES
HIS PERSONAL REPRESENTATIVES.
1.2
HEADINGS SHALL BE DISREGARDED IN
CONSTRUING THIS AGREEMENT.
2.
AMENDMENTS TO THE SALE
AGREEMENT AND RELEASE
2.1
IT IS AGREED THAT THE EXISTING
CLAUSE 4 OF THE SALE AGREEMENT SHALL BE DELETED IN ITS ENTIRETY AND REPLACED
WITH THE LANGUAGE SET OUT IN THE SCHEDULE TO THIS AGREEMENT WITH IMMEDIATE
EFFECT. SUBJECT TO CLAUSES 2.2 AND 2.3 OF THIS AGREEMENT, IT IS AGREED THAT ALL
OTHER PROVISIONS OF THE SALE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
2.2
IN CONSIDERATION OF THE SELLER
ENTERING INTO THIS AGREEMENT AND THE PAYMENT OF THE SUM OF £1.00 BY THE SELLER
TO THE BUYER (RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED BY THE BUYER), THE BUYER
HEREBY IRREVOCABLY AND UNCONDITIONALLY RELEASES THE SELLER FROM ALL OBLIGATIONS
CONTAINED IN AND ALL LIABILITIES ARISING UNDER OR IN CONNECTION WITH THE SALE
AGREEMENT (SAVE FOR