The following Form of  Registration  Rights  Agreement was entered into with the
following individuals and entities:  Peter J. Salzano,  Robert Paterno, and RC&A
Group, Inc.


                      FORM OF REGISTRATION RIGHTS AGREEMENT
                      -------------------------------------

         This  Registration  Rights Agreement (this  "Agreement") is dated as of
June 14, 2000 by and between VDC  COMMUNICATIONS,  INC., a Delaware  corporation
(the "Company"), and the undersigned (the "Holder").

                              W I T N E S S E T H:
                              --------------------

                  WHEREAS,  this Agreement is being delivered in connection with
a certain  Agreement  and Plan of Merger by and among the Company,  Voice & Data
Communications  (Latin  America),  Inc.  ("Acquiror"),   Rare  Telephony,   Inc.
("Acquiree"),  and the  holders  of all of the  outstanding  shares of  Acquiree
common stock, dated May 25, 2000, as amended,  (the "Merger Agreement") pursuant
to which Acquiree  merged into and with Acquiror,  a wholly-owned  subsidiary of
the Company;

                  WHEREAS, the Company is granting registration rights to Holder
for certain of the shares of Company  common stock being issued to the Holder in
connection with the Merger  Agreement (the exact number of  registerable  shares
being identified in the Merger Agreement); and

                  WHEREAS,  all capitalized terms not hereinafter  defined shall
have that meaning assigned to them in the Merger Agreement.

         NOW, THEREFORE, the parties hereto agree as follows:

         1.       Definitions.
                  ------------

                  (a)      "Closing" shall mean the closing provided for in  the
Merger Agreement.

                  (b)      "Common  Stock"  shall  mean the  common stock of the
Company, par value $.0001 per share.

                  (c)      "Company" shall mean VDC Communications, Inc.

                  (d)      "Person" means an individual,  a partnership (general
or limited),  corporation,  limited liability company,  joint venture,  business
trust, cooperative,  association or other form of business organization, whether
or not regarded as a legal entity under  applicable law, a trust (inter vivos or
testamentary),  an  estate  of a  deceased,  insane  or  incompetent  person,  a
quasi-governmental  entity,  a government  or any agency,  authority,  political
subdivision or other instrumentality thereof, or any other entity.

                  (f)      "Principal Market" means the OTC Electronic  Bulletin
Board,  the Nasdaq  National  Market,  the Nasdaq  Small Cap Stock  Market,  the

<PAGE>

American Stock Exchange or the New York Stock Exchange, whichever is at the time
the principal trading exchange or market for the Common Stock.

                  (h)      "Registration Statement" shall mean the  Registration
Statement  of the  Company  filed with the SEC  pursuant  to the  provisions  of
Section 2 of this Agreement  which covers the resale of the Restricted  Stock on
Form S-1, S-3 or any other appropriate form then permitted by the SEC to be used
for such  registration  and the sales  contemplated to be made thereby under the
Securities  Act,  or any  similar  rule that may be adopted by the SEC,  and all
amendments and supplements to such Registration Statement, including any pre-and
post-effective  amendments  thereto,  in  each  case  including  the  prospectus
contained  therein,  all  exhibits  thereto and all  materials  incorporated  by
reference therein.

                  (i)      "Restricted Stock"  shall  mean the shares of Company
Common Stock issued to Holder in connection with the Merger  Agreement for which
Holder has been granted registration rights, and any additional shares of Common
Stock or other equity  securities  of the Company  issued or issuable  after the
date hereof in respect of any such securities (or other equity securities issued
in respect  thereof) by way of a stock  dividend or stock split,  in  connection
with   a   combination,    exchange,    reorganization,    recapitalization   or
reclassification  of Company  securities,  or  pursuant  to a merger,  division,
consolidation or other similar business transaction or combination involving the
Company;  provided that: as to any particular  shares of Restricted  Stock, such
securities  shall cease to constitute  Restricted  Stock (i) when a registration
statement  with  respect  to the  sale  of such  securities  shall  have  become
effective under the Securities Act and such securities  shall have been disposed
of thereunder,  or (ii) when and to the extent such  securities are permitted to
be  distributed  pursuant  to  subparagraph  (k) of Rule  144 (or any  successor
provision to such Rule)  promulgated  under the  Securities Act or are otherwise
freely  transferable  to the  public  without  further  registration  under  the
Securities Act.

                  (j)      "Securities Act"  shall mean  the Securities  Act  of
1933, as amended, or any similar or successor federal statute, and the rules and
regulations  of the SEC  thereunder,  all as the same  shall be in effect at any
relevant time.

                  (k)      "SEC"  shall  mean  the  United States Securities and
Exchange Commission.

                  (l)      "Trading Day"  means a  day on  which  the  Principal
Market on which the Common  Stock is listed or  admitted  to trading is open for
the transaction of business or, if the Common Stock is not listed or admitted to
trading on any  national  securities  exchange,  any day other than a  Saturday,
Sunday,  or a day on which banking  institutions in the State of Connecticut are
authorized or obligated by law or executive order to close.

         2.       Registration Rights.
                  --------------------

                  (a)      Piggyback Registration Rights.

                  The Company shall advise the Holder by written notice at least
ten (10) calendar days prior to the filing of a Registration Statement under the
Securities Act (excluding registration on Forms S-8, S-4, or any successor forms
thereto),  covering securities of the Company to be offered and sold (whether by
the  Company or any  stockholder  thereof)  and shall,  upon the  request of the

                                       2
<PAGE>

Holder  given at  least  five  calendar  (5) days  prior to the  filing  of such
Registration  Statement,   include  in  any  such  Registration  Statement  such
information  as may  be  required  to  permit  the  public  distribution  of the
Restricted Stock. The Holder shall furnish such information as may be reasonably
requested  by the  Company  in order to  include  such  Restricted  Stock in the
Registration  Statement.  In the event that any  registration  pursuant  to this
Section 2 shall be, in whole or in part,  an  underwritten  public  offering  of
Common Stock on behalf of the Company, and the managing  underwriters advise the
Company in writing that in their opinion the number of  securities  requested to
be included  in such  registration  exceeds  the number  which can be sold in an
orderly manner in such offering within a price range  acceptable to the Company,
the Company shall include in such  registration  (i) first,  the  securities the
Company  proposes to sell, and (ii) second,  the Restricted  Stock and any other
securities  eligible and  requested to be included in such  registration  to the
extent  that the number of shares to be  registered  will not, in the opinion of
the  managing  underwriters,  adversely  affect the  offering of the  securities
pursuant to clause (i), pro rata among the holders of such securities, including
the  Holder  of the  Restricted  Stock,  on the  basis of the  number  of shares
eligible for registration  which are owned by all such holders.  Notwithstanding
the foregoing,  the Company may withdraw any registration  statement referred to
in this  Section 2 without  thereby  incurring  liability  to the holders of the
Restricted Stock.

                  (b)      Notwithstanding  anything  to the  contrary contained
herein,  the  Company's  obligation  in Section 2(a) and 2(b) above shall extend
only to the inclusion of the Restricted Stock in a Registration  Statement filed
under the  Securities  Act. The Company  shall have no  obligation to assure the
terms and conditions of distribution, to obtain a commitment from an underwriter
relative  to the  sale  of the  Restricted  Stock  or to  otherwise  assume  any
responsibility  for the  manner,  price  or  terms  of the  distribution  of the
Restricted Stock. Furthermore, the Company shall not be restricted in any manner
from including within the Registration  Statement the distribution,  issuance or
resale of any of its or any other securities.

                  (c)      The  registration  rights above are  conditioned upon
the Holder timely furnishing such information as may be reasonably  requested by
the  Company  in order to  include  such  Restricted  Stock in the  Registration
Statement.

         3.       Registration Procedures.  Whenever it is obligated to register
                  ------------------------
 any Restricted Stock pursuant to this Agreement, the Company shall:

                  (a)      prepare  and  file  with  the  SEC   a   Registration
Statement  with  respect  to the  Restricted  Stock in the  manner  set forth at
Sections  2(a)  or  2(b)  hereof  and  use  reasonable  efforts  to  cause  such
Registration Statement to remain effective for that period identified in Section
3(g) hereafter;

                  (b)      prepare and file with  the SEC  such  amendments  and
supplements to such Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration  Statement effective for
the period  specified in Section 3(g) below and to comply with the provisions of
the  Securities  Act with respect to the  disposition  of all  Restricted  Stock
covered by such  Registration  Statement in accordance with the Holders intended
method of disposition set forth in such Registration Statement for such period;

                                       3
<PAGE>

                  (c)      furnish  to  the  Holder  and  to  each  underwriter,
if any, such number of copies of the  Registration  Statement and the prospectus
included  therein  (including each preliminary  prospectus),  as such person may
reasonably  request in order to facilitate the public sale or other  disposition
of the Restricted Stock covered by such Registration Statement;

                  (d)      use reasonable efforts  to register  or  qualify  the
Restricted Stock covered by such Registration  Statement under the securities or
blue  sky  laws of such  jurisdictions  as the  Holder,  or,  in the  case of an
underwritten public offering, the managing underwriter shall reasonably request;
provided,  however,  that the Company shall not for any such purpose be required
to qualify  generally  to  transact  business  as a foreign  corporation  in any
jurisdiction  where it is not so qualified  or to consent to general  service of
process in any such jurisdiction;

                  (e)      promptly notify the Holder under  such   Registration
Statement and each underwriter,  at any time when a prospectus  relating thereto
is required to be delivered  under the  Securities  Act, of the happening of any
event as a  result  of  which  the  prospectus  contained  in such  Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact  required or necessary to be stated  therein in
order to make the  statements  contained  therein not misleading in light of the
circumstances under which they were made;

                  (f)      make available for  inspection  by  any   underwriter
participating  in an underwritten  disposition on behalf of any Holder,  and any
attorney,  accountant or other agent retained by such underwriter, all financial
and other records,  pertinent corporate documents and properties of the Company,
and cause  the  Company's  officers,  directors  and  employees  to  supply  all
information  reasonably  requested by the underwriter,  attorney,  accountant or
agent in connection with such Registration Statement;

                  (g)      for  purposes  of Sections  3(a) and 3(b) above,  the
period of distribution  of Restricted  Stock shall be deemed to extend until the
earlier of: (A) in an  underwritten  public  offering  of all of the  Restricted
Stock,  the period in which each  underwriter has completed the  distribution of
all securities  purchased by it; (B) in any other  registration,  the earlier of
the period in which all shares of Restricted  Stock  covered  thereby shall have
been sold or eighteen (18) months from the date of Closing;

                  (h)      if the Common Stock of the Company is  listed  on any
securities  exchange  or  automated  quotation  system,  the  Company  shall use
reasonable efforts to list (with the listing  application being made at the time
of the  filing  of  such  Registration  Statement  or as soon  thereafter  as is
reasonably  practicable)  the  Restricted  Stock  covered  by such  Registration
Statement on such exchange or automated quotation system;

                  (i)      enter  into   normal   and   customary   underwriting
arrangements  or an  underwriting  agreement and take all other  reasonable  and
customary actions if the Holder sells its shares of Restricted Stock pursuant to
an underwriting (however, in no event shall the Company, in connection with such
underwriting,  be required to undertake  any special audit of a fiscal period in
which an audit is normally not required);

                                       4
<PAGE>

                  (j)      notify  the  Holder  if there are any  amendments  to
the Registration  Statement,  any requests by the SEC to supplement or amend the
Registration  Statement,  or of any  threat  by  the  SEC  or  state  securities
commission   to  undertake  a  stop  order  with  respect  to  sales  under  the
Registration Statement; and

                  (k)      cooperate  in  the  timely removal of any restrictive
legends from the shares of  Restricted  Stock in  connection  with the resale of
such shares covered by an effective Registration Statement.

         4.       Expenses.
                  ---------

                  (a)      For  the  purposes  of  this  Section  4,  the   term
"Registration  Expenses"  shall mean:  all  expenses  incurred by the Company in
complying  with  Sections  2  and  3  of  this  Agreement,   including,  without
limitation,  all  registration  and filing  fees,  printing  expenses,  fees and
disbursements  of counsel and  independent  public  accountants for the Company,
"blue sky" fees, fees of the National  Association of Securities  Dealers,  Inc.
("NASD"),  fees and  expenses  of  listing  shares  of  Restricted  Stock on any
securities  exchange or automated quotation system on which the Company's shares
are  listed  and fees of  transfer  agents  and  registrars.  The term  "Selling
Expenses"  shall  mean:  all  underwriting  discounts  and  selling  commissions
applicable   to  the  sale  of   Restricted   Stock  and  all   accountable   or
non-accountable  expenses  paid to any  underwriter  in  respect  of the sale of
Restricted Stock.

                  (b)      Except as otherwise provided herein, the Company will
pay all  Registration  Expenses in connection with the  Registration  Statements
filed  pursuant  to  Section  2 of  this  Agreement.  All  Selling  Expenses  in
connection with any Registration  Statements filed pursuant to Section 2 of this
Agreement  shall,  in the  case of an  underwritten  offering,  be  borne by the
participating Holders in proportion to the number of shares sold by each, or, in
all other instances, shall be borne by the Holder incurring such expenses.

         5.       Obligations of Holder.
                  ----------------------

                  (a)      In  connection  with   each  registration  hereunder,
each selling Holder will furnish to the Company in writing such information with
respect to such seller and the securities held by such seller,  and the proposed
distribution  by him or them as shall be reasonably  requested by the Company in
order to assure compliance with federal and applicable state securities laws, as
a  condition  precedent  to  including  such  seller's  Restricted  Stock in the
Registration Statement.  Each selling Holder also shall agree to promptly notify
the Company of any  changes in such  information  included  in the  Registration
Statement  or  prospectus  as a result of which there is an untrue  statement of
material fact or an omission to state any material fact required or necessary to
be  stated  therein  in order  to make  the  statements  contained  therein  not
misleading in light of the circumstances then existing.

                  (b)      In  connection  with each  registration  pursuant  to
this  Agreement,  the Holder whose  shares are included  therein will not effect
sales  thereof  until  notified  by  the  Company  of the  effectiveness  of the
Registration Statement,  and thereafter will suspend such sales after receipt of
telegraphic,  facsimile or written  notice from the Company to suspend  sales to
permit the Company to correct or update a Registration  Statement or prospectus.

                                       5
<PAGE>

At the end of any  period  during  which  the  Company  is  obligated  to keep a
Registration  Statement  current,  the  Holder  included  in  said  Registration
Statement  shall  discontinue  sales of  shares  pursuant  to such  Registration
Statement  upon  receipt of notice from the Company of its  intention  to remove
from registration the shares covered by such Registration Statement which remain
unsold,  and such  Holder  shall  notify  the  Company  of the  number of shares
registered which remain unsold  immediately upon receipt of such notice from the
Company.

         6.       Information Blackout.
                  ---------------------

                  At any time when a Registration Statement effected pursuant to
Section 2 relating to Restricted  Stock is effective,  upon written  notice from
the Company to the Holder that the  Company  has  determined  in good faith that
sale of Restricted  Stock pursuant to the  Registration  Statement would require
disclosure of non-public material information, the Holder shall suspend sales of
Restricted Stock pursuant to such Registration  Statement until such time as the
Company notifies the Holder that such material information has been disclosed to
the  public  or has  ceased  to be  material  or  that  sales  pursuant  to such
Registration Statement may otherwise be resumed.

         7.       Indemnification.
                  ----------------

                  (a)      The  Company  agrees  to  indemnify,   to  the extent
permitted by law,  each Holder of Restricted  Stock,  its officers and directors
and each Person who controls such Holder  (within the meaning of the  Securities
Act) against all losses, claims, damages, liabilities and expenses caused by any
untrue  statement  of material  fact  contained in any  Registration  Statement,
prospectus or  preliminary  prospectus  or any  amendment  thereof or supplement
thereto or any  omission of a material  fact  required  to be stated  therein or
necessary to make the statements  therein not misleading,  except insofar as the
same are caused by or contained in any  information  furnished to the Company by
such Holder for use therein or by such Holder's failure to deliver a copy of the
Registration  Statement or prospectus or any amendments or  supplements  thereto
after the Company has furnished  such Holder with a sufficient  number of copies
of the same.

                  (b)      In connection  with  any  Registration  Statement  in
which a Holder of  Restricted  Stock is  participating,  each such Holder  shall
furnish to the Company in writing such information and affidavits as the Company
reasonably  requests for use in connection with any such Registration  Statement
or prospectus and, to the extent  permitted by law, shall indemnify the Company,
its directors and officers and each Person who controls the Company  (within the
meaning of the Securities Act) against any losses, claims, damages,  liabilities
and  expenses  resulting  from:  (i) any untrue or alleged  untrue  statement of
material fact contained in the Registration Statement, prospectus or preliminary
prospectus  or any amendment  thereof or  supplement  thereto or any omission or
alleged  omission of a material fact required to be stated  therein or necessary
to make the statements therein not misleading, (but only to the extent that such
untrue  statement or omission is contained  in any  information  or affidavit so
furnished by such Holder);  or (ii) any disposition of the Restricted Stock in a
manner  that  fails  to  comply  with  the  permitted  methods  of  distribution
identified  within the Registration  Statement;  provided that the obligation to
indemnify  (if there shall be more than one  Holder)  shall be  individual,  not
joint and  several,  for each  Holder  and shall be limited to the net amount of
proceeds  received by such Holder from the sale of Restricted  Stock pursuant to
such Registration Statement.

                                       6
<PAGE>

                  (c)      Any  Person  entitled  to  indemnification  hereunder
shall (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks  indemnification  (provided  that the  failure to give
prompt notice shall not impair any Person's right to  indemnification  hereunder
to the extent such failure has not prejudiced the  indemnifying  party) and (ii)
unless in such indemnified  party's  reasonable  judgment a conflict of interest
between such indemnified and indemnifying parties may exist with respect to such
claim,  permit such indemnifying  party to assume the defense of such claim with
counsel  reasonably  satisfactory to the  indemnified  party. If such defense is
assumed,  the  indemnifying  party shall not be subject to any liability for any
settlement made by the  indemnified  party without its consent (but such consent
shall not be unreasonably  withheld).  An indemnifying party who is not entitled
to, or elects not to,  assume the defense of a claim shall not be  obligated  to
pay the fees and  expenses of more than one counsel for all parties  indemnified
by such indemnifying party with respect to such claim,  unless in the reasonable
judgment of any indemnified  party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.

                  (d)      The indemnification provided for under this Agreement
shall remain in full force and effect regardless of any investigation made by or
on behalf of the  indemnified  party or any  officer,  director  or  controlling
Person of such  indemnified  party and shall survive the transfer of securities.
The Company also agrees to make such provisions,  as are reasonably requested by
any indemnified party, for contribution to such party in the event the Company's
indemnification is unavailable for any reason.

         8.       Miscellaneous Provisions.
                  -------------------------

                  (a)      Governing  Law. This  Agreement  shall be governed by
                           ---------------
and  construed  in  accordance  with the laws of the State of  Connecticut  with
regard to principles of conflicts of laws.

                  (b)      Counterparts.   This  Agreement  may be signed in any
                           -------------
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.

                  (c)      Amendments and Waivers.  Except as otherwise provided
                           -----------------------
herein,  the  provisions  of this  Agreement  may not be  amended,  modified  or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given without the written consent of the Company and the Holder.

                  (d)      Notices.  All notices, consents, waivers,  and  other
                           --------
communications  under this  Agreement  must be in writing  and will be deemed to
have been duly given when (a)  delivered by hand (with written  confirmation  of
receipt), (b) sent by facsimile (with written confirmation of receipt), provided
that a copy is mailed by  certified  mail or  registered  mail,  return  receipt
requested  (provided that facsimile  notice shall be deemed received on the next
business day if received after 5:00 p.m.  Eastern  Standard  Time),  or (c) when
received by the addressee, if sent by a nationally recognized overnight delivery
service  (receipt  requested),  in each case to the  appropriate  addresses  and
facsimile  numbers set forth  below (or to such other  addresses  and  facsimile
numbers as a party may designate by notice to the other parties).

                                       7
<PAGE>

                           (i)      if to the Company to:

                                    VDC Communications, Inc.
                                    75 Holly Hill Lane
                                    Greenwich, CT  06830
                                    Attn:   Frederick A. Moran, Chief  Executive
                                            Officer
                                    Telephone:       (203) 869-5100
                                    Facsimile:       (203) 552-0908

                           (ii)     if to the Holder, to the address  identified
                                    on the books and records of the  Company


                  (e)      Successors  and  Assigns;  Holders as  Beneficiaries.
                           -----------------------------------------------------
This Agreement shall inure to the benefit of and be binding upon the parties and
their  respective  successors  and assigns,  and the  agreements  of the Company
herein shall inure to the benefit of the Holders and their respective successors
and assigns.

                  (f)      Headings.   The headings in this  Agreement  are  for
                           ---------
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning hereof.

                  (g)      Entire Agreement; Survival; Termination.   Other than
                           ----------------------------------------
to the extent  referenced to the Merger  Agreement is necessary or  appropriate,
this  Agreement  is  intended  by the  parties  as a final  expression  of their
agreement and intended to be a complete and exclusive statement of the agreement
and  understanding  of the  parties  hereto in  respect  of the  subject  matter
contained   herein.   There  are  no  restrictions,   promises,   warranties  or
undertakings,  other than those set forth or referred to herein.  This Agreement
supersedes  all prior  agreements  and  understandings  between the parties with
respect to such subject matter (other than the Merger Agreement).

                  (h)      Construction.   This  Agreement   and   any   related
                           -------------
instruments  will not be construed more strictly  against one party then against
the other by virtue of the fact that  drafts may have been  prepared  by counsel
for one of the parties,  it being recognized that this Agreement and any related
instruments  are the product of  negotiations  between the parties and that both
parties have  contributed  to the final  preparation  of this  Agreement and all
related instruments.

                  (i)      Arbitration.  This  Agreement  shall be  governed  by
                           ------------
and  construed  and  interpreted  in  accordance  with the laws of the  State of
Connecticut applicable to contracts executed and to be performed entirely within
said  State.  All  controversies  or claims  arising  out of or relating to this
Agreement  shall be determined by binding  arbitration  applying the laws of the
State of Connecticut. The arbitration shall be conducted at Company's offices in
Greenwich,  Connecticut, or at such other location designated by Company, before
the American Arbitration Association. The decision of the arbitrator(s) shall be
final and binding upon the parties,  and judgment may be obtained thereon in any
court of competent jurisdiction. Each party shall bear the cost of preparing and
presenting  its own case.  The cost of the  arbitration,  including the fees and
expenses of the  arbitrator(s),  shall be shared equally by the parties  thereto
unless the award otherwise provides.  Nothing herein shall preclude a party from
seeking  injunctive  relief to restrain any breach or  threatened  breach of the

                                       8
<PAGE>

covenants  and  agreements  set forth in this  Agreement  or otherwise to obtain
specific performance of any such covenant or agreement, without the necessity of
posting bond or security in connection therewith.

                  (j)      Agreement Read and Understood.   Both parties  hereto
                           ------------------------------
acknowledge  that they have had an opportunity to consult with an attorney,  and
such other experts or consultants  as they deem necessary or prudent,  regarding
this  Agreement  and  that  they,  or their  designated  agents,  have  read and
understand this Agreement.

         IN WITNESS  WHEREOF,  intending to be legally bound, the parties hereto
have caused this Agreement to be signed.

ATTEST:                                     VDC COMMUNICATIONS, INC.


                                            By:
------------------------------                 ---------------------------------
                                                   Frederick A. Moran
                                                   Chief Executive Officer

WITNESS:


------------------------------              ------------------------------------

                                       9