EX-99 AGREEMENT AND GENERAL RELEASE

Exhibit 99.1

AGREEMENT AND GENERAL RELEASE

This Agreement and General Release (the “Agreement”) is entered into this 15th day of December, 2006, by and between Vistula Communications Services, Inc., a Delaware corporation (“Vistula”), and J. Keith Markley (“Markley”). The parties hereto agree as follows:

1.                                       Date of Termination.  Vistula and Markley agree that Markley’s employment with the Company shall terminate on December 15, 2006 (the “Termination Date”) and that Markley shall cease to serve as, and hereby resigns as, President of Vistula USA, Inc. and as a director of Vistula, in each case as of the Termination Date.

2.                   Payments.  As a result of the resignation of Markley, pursuant to Section 7(d) of the Employment Agreement dated as of April 11, 2006, between Vistula and Markley, as amended by the Amendment to Employment Agreement dated April 11, 2006 (the “Employment Agreement”):

(a)                                  Vistula shall be required to pay to Markley twelve (12) months of Base Compensation (as defined in the Employment Agreement), which amount shall be paid to Markley over time in accordance with Vistula’s payroll practice, less all withholdings required under then current Vistula policy and applicable law or regulation; provided, that the parties agree that these amounts constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder and/or pursuant thereto and that they shall therefore be payable in accordance with Section 7(g) of the Employment Agreement.

(b)                                 Vistula shall continue to carry Markley under Vistula’s medical plans and pay Vistula’s portion of the costs associated with continuing such coverage under the Plans (as defined in the Employment Agreement) for a period of twelve (12) months following the Termination Date); provided that Markley shall continue to be responsible for his portion of such payments via applicable withholdings, as per normal Vistula policies governing the provision of medical benefits coverage to all employees of Vistula.

3.                                       General Release of All Claims. Markley knowingly and voluntarily releases and forever discharges Vistula, its shareholders, affiliates, subsidiaries, divisions, predecessors, insurers, successors and assigns and their current and former employees, attorneys, officers, directors and agents thereof, both individually and in their official capacities (collectively referred to throughout the remainder of this Agreement as “Releasees”), of and from any and all claims, known and unknown, asserted or unasserted, which the Employee has or may have against Releasees as of the date of execution of this Agreement, including, but not limited to, any alleged violation of Title VII of the Civil Rights Act of 1964, Sections 1981 through 1988 of Title 42 of the United States Code, the Employee Retirement Income Security Act of 1974 (except for any vested benefits under any tax qualified benefit plan), the Immigration Reform and Control Act, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Workers Adjustment and Retraining Notification Act, the Fair Credit Reporting Act, any other federal, state or local law, rule, regulation, or ordinance, any public policy, contract, tort, or common law.  Notwithstanding the foregoing, nothing in this Agreement shall be construed to (a) in any way alter or diminish Markley’s rights to

indemnification from Vistula in connection with his former capacity as a director, officer, employee or otherwise, in accordance with Vistula’s Certificate of Incorporation, Bylaws, other applicable corporate documents or resolutions, indemnification agreements, directors and officers insurance policies or applicable statutory or common law; or (b) in any way alter or diminish obligations of any party under this Agreement.

5.                   Affirmations. Markley affirms that he has not filed, caused to be filed, or presently is a party to any claim against Vistula. Markley also affirms that he has been paid and/or has received all leaves (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which he may be entitled except for the payments and continuation of benefits referred to in Section 2 hereof. Markley further affirms that he has no known workplace injuries or occupational diseases.

6.                  Confidentiality and Return of Property. Markley agrees not to disclose any information regarding the existence or substance of this Agreement, except to his spouse, tax advisor, and/or an attorney with whom Markley chooses to consult regarding his consideration of this Agreement. Markley also affirms that he has not divulged any proprie