AGREEMENT, AS AMENDED HEREIN, IS HEREBY RATIFIED AND CONFIRMED IN ALL RESPECTS.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THIS AMENDMENT SHALL NOT BE DEEMED TO BE A
WAIVER, AMENDMENT OR MODIFICATION OF ANY PROVISIONS OF THE EMPLOYMENT AGREEMENT
OR OF ANY RIGHT, POWER OR REMEDY OF THE COMPANY OR THE EMPLOYEE THEREUNDER.
EXCEPT AS SET FORTH HEREIN, THE COMPANY AND THE EMPLOYEE RESERVE ALL RIGHTS,
REMEDIES, POWERS, OR PRIVILEGES AVAILABLE UNDER THE EMPLOYMENT AGREEMENT, AT LAW
OR OTHERWISE.
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6.
Miscellaneous.
6.1
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS
(INCLUDING BY FACSIMILE), AND BY THE DIFFERENT PARTIES HERETO ON THE SAME OR
SEPARATE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL
INSTRUMENT BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.
EACH PARTY AGREES THAT IT WILL BE BOUND BY ITS OWN FACSIMILE
SIGNATURE AND THAT IT ACCEPTS THE FACSIMILE SIGNATURE OF EACH OTHER PARTY.
THE
DESCRIPTIVE HEADINGS OF THE VARIOUS SECTIONS OF THIS AMENDMENT ARE INSERTED FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT BE DEEMED TO AFFECT THE MEANING OR
CONSTRUCTION OF ANY OF THE PROVISIONS HEREOF OR THEREOF.
6.2
THIS AMENDMENT AND THE EMPLOYMENT AGREEMENT (AS HEREBY AMENDED)
CONSTITUTE THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES, AND
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF
THE PARTIES HERETO AND THERETO.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF.
6.3
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE CHOICE OF LAW PROVISIONS SET FORTH IN THE EMPLOYMENT AGREEMENT.
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IN WITNESS WHEREOF, THE UNDERSIGNED HAVE EXECUTED THIS AMENDMENT AS AN
INSTRUMENT UNDER SEAL AS OF THE DATE FIRST WRITTEN ABOVE.
Vistula Communications Services, Inc.
/s/ Rupert Galliers-Pratt
By: Rupert Galliers-Pratt
Title: Chairman, and Chief Executive Officer
/s/ J. Keith Markley
J. Keith Markley
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