with such software or other products and any updates, modifications or enhancements to, and new versions of, such software and other products.

1.7           “Service Customer” shall have the meaning set forth in Section 3.5 of this Agreement.

1.8           “Service Level Agreement” shall be the service level agreement to be entered into pursuant to Section 5.6.

1.9           “Services” shall have the meaning set forth in Section 3.5 of this Agreement.

1.10         “Stock Market” shall mean the Nasdaq Stock Exchange, a North American stock market, the London Stock Exchange, a European Stock market, the New Zealand Stock Exchange or the Australian Stock Exchange.

1.11         “Territory” shall mean the geographic area set forth on Exhibit B to this Agreement.

1.12         “Telstra Customers” shall mean the individuals and entities who license one or more Products from Telstra or its Affiliates or who purchase Services from Telstra or an authorized reseller of Services.

2.             Appointment as Exclusive Distributor .

2.1           Appointment .  Subject to the terms and conditions of this Agreement, Vistula hereby appoints Telstra as its exclusive distributor of the Products in the Territory, and Telstra hereby accepts such appointment and agrees to act, as a distributor of the Products in the Territory during the term of this Agreement.

2.2           Restrictions on Future Distribution Agreements . Vistula shall not grant any other individual or entity the right to market, distribute or license the Products in the Territory and shall not itself distribute or license any Products directly to any individual or entity located in the Territory other than Telstra or Telstra’s Affiliates

2.3           Termination of Exclusivity . At any time following the 5th anniversary of the Effective Date Vistula may, upon six month’s prior written notice to Telstra, terminate the Exclusivity of Telstra as Vistula’s distributor of the Products in the Territory.;  should Telstra achieve the sales targets agreed between them in accordance with this paragraph, Vistula shall use its reasonable endeavors to agree with NetYantra to obtain the necessary rights to continue to be able to grant Telstra a further period of five years’ Exclusivity and such further appropriate revenue thresholds will be negotiated in good faith at that time.  In the event that the Exclusivity (as defined in the NetYantra Agreement ) of Vistula is terminated under the NetYantra Agreement, the Exclusivity of Telstra hereunder will automatically, and without any further action by Vistula, terminate.  The parties agree to use best endeavors to negotiate appropriate revenue thresholds by 1 ^st January 2006 which if Telstra fail to achieve, Vistula may terminate the Exclusivity of Telstra as Vistula’s distributor of the Products in the Territory upon three month’s prior written notice, provided that Vistula shall provide Telstra with reasonable opportunity to

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rectify the breach.  Notwithstanding any termination of the Exclusivity hereunder for whatever reason, Vistula agrees that for a period of two years following termination of such Exclusivity, it shall not offer to sell Products or products similar to the Products to any Telstra Customers.

3.             Licenses .

3.1           Grant of Licenses .  Subject to the terms and conditions of this Agreement, Vistula hereby grants to Telstra, and Telstra hereby accepts, the following licenses (collectively, the “Licenses”):

3.1.1  an exclusive license to market the Products in the Territory and to distribute and sublicense the Products in the Territory; and

3.1.2  an exclusive license to use the Products for the following purposes:  (i) demonstrating the operation and capabilities of the Products, (ii) training Telstra’s marketing and support personnel, and (iii)  providing maintenance and support services to Telstra Customers; and

3.2           Limitations . In no event shall Telstra establish or maintain any sales or service office for the Products, engage in any advertising or promotional activities relating to the Products, or market or solicit orders for the Products by any means, including, without limitation, by means of mail order catalogs or similar means, outside of the Territory, without the consent of Vistula, such consent not to be unreasonably withheld or delayed. Notwithstanding the preceding sentence, Telstra and its Affiliates may sublicense (on a non-exclusive basis) an individual or entity with its principal place of business within the Territory for distribution to sites or use by employees, agents or customers of that individual or entity located outside of the Territory.  Telstra shall not exercise any rights and licenses with respect to the Products except those specifically granted to Telstra under this Agreement.

3.3           Communication .  The parties shall communicate regularly during the term of this Agreement regarding the status of their joint efforts to market the Products, and shall work together to develop and maintain an action plan relating to their obligations under this Agreement.  The parties shall meet at least quarterly to assess the results of their activities under this Agreement and the status of their relationship.

3.4           European Software Directive .  If the provisions of the Council of European Communities Directive of May 14, 1991 on the Legal Protection of Computer Programs as implemented in applicable national legislation (the “Software Directive”) apply to use of a Product by Telstra, its Affiliates or a Telstra Customer, and if Telstra, any of its Affiliates or a Telstra Customer wishes to obtain the information necessary to achieve interoperability of an independently created computer program with a Product as permitted under Article 6 of the Software Directive (“Interoperability Information”), then Telstra will notify Vistula in writing, specifying the nature of the Interoperability Information it needs and the purpose for which it will be used. If Vistula reasonably determines that Telstra, its Affiliate or the Telstra Customer is entitled to such Interoperability Information under Article 6, Vistula shall, at its option and subject to the NetYantra Agreement, (i) provide such information to Telstra, its Affiliate or the

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Telstra Customer or (ii) authorize Telstra, its Affiliate or the Telstra Customer to reverse engineer the Product, within the limits prescribed by Article 6, solely to the extent indispensable to obtain such Interoperability Information.  If Telstra elects clause (i), subject to the NetYantra Agreement, Vistula shall provide all information and assistance reasonably requested by Telstra to enable Telstra to perform clause (i), and Vistula may charge Telstra a reasonable fee, determined in Vistula’s reasonable discretion, for making available the requested Interoperability Information, unless such a fee is prohibited under Article 6.

3.5           Service Customers .  If Telstra licenses a copy of a Product from Vistula, Telstra may, in lieu of sublicensing such Telstra Product to a Telstra Customer, elect to use the Product for the sole purpose of providing to one or more Telstra Customers  (each, a “Service Customer”) the services that the Product was designed and intended to support and/or provide (the “Services”).    Telstra covenants and agrees that any use of a Product to provide Services shall be in compliance with all of the terms and conditions of this Agreement and the type of license purchased.  Without limiting the generality of the foregoing, Telstra covenants and agrees that the Product, wherever situated and operating, shall be used solely to provide Services to the Service Customers and not to provide any other services to any other person or entity.  In exchange for the right to provide the Services, Telstra agrees to pay Vistula the applicable license fee for any Product licensed for the purpose of providing the Services, as provided in Section 6.2.

4.             Covenants and Duties of Telstra .

4.1           Promotion of Products .  Telstra will use reasonable efforts to promote and maximize the distribution and use of the Products in the Territory.  Notwithstanding anything to the contrary in this Agreement, Telstra shall be permitted to market, distribute and sublicense the Products in the Territory under its own brand without reference to Vistula or NetYantra.

4.2           Sales Approach .

4.2.1  Telstra will be responsible for making the initial presentation of the Products to interested individuals and entities, and will act as the primary commercial contact with existing and potential Telstra Customers.  Notwithstanding the foregoing, Vistula acknowledges that each engagement with a Telstra Customer may require assistance from itself and, subject to the terms of the NetYantra Agreement, NetYantra in accordance with Section 5 hereof, and accordingly the parties shall cooperate to provide requirements analysis, support and expertise during marketing, implementation and training for the Products. The parties shall regularly consult with each other and keep each other informed during the sales, tendering and proposal process for any Telstra Customer in relation to technical and other relevant matters.

4.2.2  Unless otherwise agreed in writing, all costs incurred in connection with the preparation and submission of proposals, negotiations of a contract and all other costs incurred before the execution of a contract with a Telstra Customer shall be borne by Telstra. In no event shall either party purport to, or represent itself as having the authority to make commitments to any customer or prospective customer on behalf of the other party, except as expressly set forth in this Agreement.

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4.2.3  Telstra agrees that during the term of this Agreement, except with the written consent of Vistula or as provided in agreements between Telstra and third parties existing on the date hereof, it will not market, distribute or license any telecommunication platform or services in the Territory that are competitive with the Products or Services (“Competing Products or Services”) or work with any other company with respect to Competing Products or Services in the Territory, provided that if the Vistula fails to achieve the service levels as set out in the Service Level Agreement, Telstra may market, distribute or license Competing Products or Services.  Vistula hereby confirms that it will provide its written consent to Telstra marketing, distributing or licensing Competitive Products or Services where Telstra has been instructed to offer such Competitive Products or Services by Telstra Corporation Limited as part of a world-wide arrangement entered into by Telstra Corporation Limited.

4.3           End User License Agreement .  Where Telstra sublicenses the Products to a third party reseller of the Services or an end user (other than a Service Customer), Telstra shall obtain from the such reseller or end user binding acceptance by electronic or other means of, or a fully executed written license agreement that contains, at a minimum the terms and conditions set forth on Exhibit C to this Agreement (“End User License Agreement”).  Notwithstanding anything to the contrary in this Agreement, Vistula agrees that a reseller of the Services or end user may permit access to and use of the Products by such of their employees, agents and customers in the ordinary course of their business.

4.4           Installation, Training and Support .  Telstra shall provide installation and training services with respect to the Products for the Telstra Customers. Telstra may, at is option, subcontract Vistula to provide all or any part of these services to a Telstra Customer.  Vistula may accept such a subcontract at its option based on availability of resources to carry out the said subcontract. In the event that Telstra subcontracts these services to Vistula and Vistula agrees to provide these services, the scope and cost of such services shall be set forth in a statement of work agreed by the parties hereto based on the requirements of the Telstra Customer.  Telstra will provide Tier 1 support to Telstra Customers.

4.5           Sales Leads .  Vistula shall communicate to Telstra information regarding all sales and sublicensing opportunities in the Territory with respect to the Products (including the name of the prospective customer and applicable contact details) that may become known to Vistula or any of its Affiliates.

4.6           Developments .  The parties acknowledge that development of software, written works, data, materials, inventions, conceptions or improvements (“New Materials”) may be required to address Telstra and/or a Telstra Customer’s specific requirements in connection with implementation of the Products.  In such event, the parties will, in advance of the development of any New Materials, use reasonable endeavors to mutually agree and execute a Statement of Work setting forth the New Materials to be developed, the respective roles and responsibilities of the parties relating to the development, and the ownership of the New Materials and all intellectual property rights therein.  On Telstra providing a specification to Vistula, Vistula shall use reasonable endeavors to respond to such request with a costed proposal within 14 working days.  This response shall form the basis of the Statement of Work referred to above which shall include agreed pricing and timescales for the delivery of the New Materials. It is noted that

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Telstra intends to develop a Service offering which will utilize the Products.  The intellectual property rights in such Service offering (except for any intellectual property rights in or to the Products which shall remain the property of Vistula and its licensors) shall be the sole property of Telstra.

5.             Covenants and Duties of Vistula .

5.1           Provision of Marketing Materials . Vistula will provide to Telstra, at no cost to Telstra, electronic copies of advertising and marketing materials generally released by Vistula and NetYantra relating to the Products (“Marketing Materials”) for distribution and use in the Territory. Telstra may make and distribute a reasonable number of copies of the then-current versions of any Marketing Materials delivered to Telstra by Vistula, provided that Telstra shall not use or distribute any Marketing Materials identified as rescinded by Vistula. Telstra may modify, reformat or create its own marketing materials related to the Products, using Vistula marketing materials and information. Telstra may include references to the Products and to its role as distributor on its website..

5.2           Provision of Products .  Vistula shall, or shall cause NetYantra to, install a copy of the Products on the server of Telstra in the event that Telstra intends to provide Services to Service Customers or on the server of a Telstra Customer in the event that Telstra elects to sublicense the Products to such Telstra Customer in accordance with this Agreement.

5.3           N e w Versions . Vistula and NetYantra may from time to time and their sole discretion release a new version (the “New Version”) of any Product or Products, which new version shall supersede the prior version (a “Superseded Version”). Upon release of the New Version, Vistula shall promptly provide and install, or cause NetYantra to provide and install, the New Version on a server at Telstra’s premises and after a period of 12 months following the issue of the New Version, Telstra may not market or distribute the Superseded Version without the prior written approval of Vistula.  A “New Version” shall not be a New Version until Telstra has had full opportunity to test the New Version, and has confirmed in writing to Vistula that such new version is accepted as a New Version.  Vistula will continue to support Superseded Versions for a minimum period of 12 months following Telstra’s acceptance of the New Version.

5.4           Training .  Vistula shall provide or procure that NetYantra shall provide free of charge a two-day training seminar to Telstra personnel on the operation and capabilities of the Products at Telstra’s offices.  Vistula shall further provide and shall procure that NetYantra shall provide Telstra with such additional information and support as may be reasonably requested by Telstra in further understanding the operation and capabilities of the Products excluding any information regarding the source code, specific algorithms or other information forming the intellectual property of Vistula or NetYantra. Additionally, Vistula shall provide or procure that NetYantra shall provide free of charge, a one-day training seminar to Telstra personnel at Telstra’s offices for each significant enhancement release for, or new versions of, the Products. Training may also be provided at other locations by mutual agreement of the parties.  For the avoidance of doubt, Telstra shall be responsible for the travel, accommodation and other costs relating to its personnel being trained.

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5.5           Marketing Support .  At the request of Telstra, Vistula will provide reasonable assistance to support Telstra’s marketing efforts to potential customers to the extent that Vistula has available adequate personnel and other necessary resources to provide such assistance.  Without limiting the generality of the foregoing, if requested by Telstra, Vistula shall (i) attend sales calls and/or presentations with Telstra as reasonably requested by Telstra giving not less than two (2) days’ written notice and agreed to by Vistula in connection with the presentation of Products to potential Telstra Customers; (ii) provide reasonable support and aid in any response to a request for proposal issued by a potential Telstra Customer to which a response is prepared by Telstra involving one or more Products; and (iii) provide reasonable support and assistance with any field trial of one or more Products with any potential Telstra Customer.  Vistula shall keep Telstra reasonably informed of the status of significant product enhancements or new products.

5.6           Technical Support and Assistance .  Vistula will provide Telstra with technical support and assistance including remote diagnostics, product advice and upgrades.  The provision of technical services are more particularly set out in Exhibit D and will be subject to the terms of a more detailed service level agreement to be agreed between the Parties by 1 ^st January 2006 (the “Service Level Agreement”), such service level agreement to include timescales for Vistula to respond, restore and resolve critical, urgent, functional non-urgent and cosmetic non-urgent faults and shall provide for service level rebates to be provided to Telstra in the event that there is a failure by Vistula to comply with such timescales.  The Service Level Agreement shall also include Telstra’s rights to terminate its obligation not to promote, market or distribute Competing Products or Services as set out in Section 4.2.3, in the event of Vistula’s failure to achieve its obligations under the Service Level Agreement.

5.7           Product Development Support . Vistula will, at its sole expense, provide such reasonable assistance to Telstra to assist Telstra in developing its Service offering and integrated VoIP Product and portal, incorporating the Products.

5.8           Initial Product Development.  Vistula will, at its sole expense, ensure that the Product is working to Telstra’s specification and has the working features and functionality expected from a product of this type, the detailed specification to be agreed between the Parties.  Telstra will provide Vistula details of the detailed specification required in order for initial product development to be completed and Commercial Launch to take place.  For the purposes of this Agreement, “Commercial Launch” shall occur on the earlier of:  (i) the date for such Commercial Launch as agreed between the parties, or (ii) Telstra entering into a contract for the supply of Services to a Telstra Customer which requires the Telstra Customer to pay for the Services.

6.             Orders and Payments .

6.1           Prices .  Telstra shall have the sole right to establish prices for its distribution of the Products to Telstra Customers.

6.2           Payments .  Telstra shall pay Vistula the sum of £1 per month for each individual user of the Services or Products during such month, pro-rated in the event that a user is only a

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user for part of a month.  It is noted that there may be a number of users within a Telstra Customer. Telstra may deduct from the amount payable to Vistula that portion of any allowances, chargebacks, credits, refunds and other adjustments actually credited to Telstra Customers solely to the extent that such allowance, chargeback, credit, refund or other adjustment relates to Service errors, failures or other performance issues in connection with or arising from the Products equal to the fraction, the numerator of which is £1.00 and the denominator of which is the monthly per user fee charged by Telstra to the relevant Telstra Customer for the Services.  The fee shall not be payable in respect of any alpha or beta trial Telstra Customers or for Telstra’s own internal use in its offices.  Fees shall only be due following Commercial Launch of Telstra’s Service offering incorporating one or more of the Products following satisfactory completion by Vistula of the initial product development in accordance with Section 5.8.

6.3           Payment Terms .  Within 15 days of the end of each month following the execution of this Agreement, Telstra shall provide Vistula with a statement showing the number of users of the Services and Products in such m