The following  Form of Employment  Agreement was entered into with the following
individuals:  Armando Medina,  Timothy Grace, Godwin Cruz, Christopher LeFebvre,
Alberto Roman, Debra Santa Lucia, Ivel Turner, and Williams Jean Charles.



                          FORM OF EMPLOYMENT AGREEMENT
                          ----------------------------


         THIS  AGREEMENT is dated as of the 25th day of May,  2000 (the "Date of
this Agreement"), by and among , an adult individual (hereinafter referred to as
"Employee") and Voice & Data  Communications  (Latin America),  Inc., a Delaware
corporation (the "Company").

                                   WITNESSETH:
                                   -----------

         WHEREAS,   pursuant   to  a  Merger   Agreement   by  and   among   VDC
Communications,  Inc.  ("VDC"),  the  Company,  Rare  Telephony,  Inc., a Nevada
corporation (f/k/a Washoe Technology  Corporation) ("Rare  Telephony"),  and the
holders of all of the outstanding  shares of common stock of Rare Telephony (the
"Rare  Telephony  Shareholders"),  dated May 25, 2000 (the "Merger  Agreement"),
Rare  Telephony  will be merging  with and into the Company (the  "Merger")  for
shares of common stock of VDC (the "Shares");

         WHEREAS,  in  connection  with the Merger,  VDC, the Company,  the Rare
Telephony Shareholders,  and Buchanan Ingersoll Professional Corporation entered
into an Escrow Agreement, dated May 25, 2000 (the "Escrow Agreement");

         WHEREAS,  prior to the execution of this Agreement, the Employee was an
employee of Rare Telephony or one of it subsidiaries; and

         WHEREAS, the terms of the Merger Agreement provide for the execution of
this Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein  contained,  the parties  hereto,  intending to be legally bound,  hereby
agree as follows:

1.       Employment Term, Duties and Acceptance.
         ---------------------------------------

         (a)      The  Company  hereby  retains  the  Employee  as to render his
services to the Company and, at the  direction of the Company's  President,  its
subsidiaries,  upon the terms and  conditions  herein  contained  subject to the
direction of the Company through its principal  executive  officers  (including,
without limitation, its Chief Executive and President) or its Board of Directors
(the "Board" or "Board of Directors").

         (b)      The  Employee  hereby  accepts  the foregoing  employment  and
agrees  to  devote  his  full  time,  best  efforts,  energy  and  skill to such
employment.

<PAGE>

         (c)      The Employee shall not engage in any other  business  endeavor
or activity during the Employment Period.

         (d)      The  Employee  hereby  agrees  that  any   and  all   business
opportunities  which are similar to or in  competition  with the Business of the
Company  (as such  term is used and  defined  in  Section  6(b)  below)  and are
available as of the date hereof or become  available to the Employee  during the
Employment  Period  (as  defined  below)  shall  automatically  become  the sole
property of the Company  without any  obligation of the Company to compensate or
otherwise pay the Employee for such  opportunities.  The Employee further agrees
that any and all inventions, discoveries, developments and innovations conceived
by the Employee  during the Employment  Period relative to the duties under this
Agreement  shall be the  exclusive  property of the  Company;  and the  Employee
hereby assigns all right, title, and interest in the same to the Company.

         (e)      The  term  of  the  Employee 's  employment   hereunder   (the
"Employment  Period")  shall  commence and the effective  date of this Agreement
shall be the "Effective Time" of the Merger (as defined in the Merger Agreement)
and shall end on the third  anniversary  of the Date of this  Agreement,  unless
sooner  terminated as provided herein,  provided,  however,  that the Employment
Period shall be extended and this Agreement shall be  automatically  renewed for
successive  one-year  periods  unless:  (i)  this  Agreement  is  terminated  as
otherwise  provided  herein;  or (ii) Employee  provides  written  notice to the
Company of his desire not to extend the  Employment  Period at least  sixty (60)
calendar  days prior to the  expiration  of the then lapsing term. If the Merger
Agreement is terminated,  this Agreement shall immediately become null and void.
The "Effective  Time" of the Merger for purposes of this Agreement  shall be the
"Effective  Time" indicated on an "Effective Time  Certificate"  executed by VDC
Communications, Inc. at the closing of the Merger.

         (f)      The  Employee  shall  comply  with all policies of the Company
whether  now  existing  or  hereafter  adopted  including,  without  limitation,
policies on insider trading and harassment.

         (g)      Without   the   prior  written  permission  of  the  Board  of
Directors,  the Employee shall not enter into agreements,  execute  instruments,
contractually  bind,  or  incur  expenses  on  behalf  of  the  Company  or  its
subsidiaries  in excess of $100.  Without the prior  written  permission  of the
Board of Directors,  Employee  shall not  represent to any  individual or entity
that he is an officer or authorized  representative of VDC Communications,  Inc.
or any subsidiary thereof other than the Company and the Company's subsidiaries.

2.       Compensation and Expense Reimbursement.
         ---------------------------------------

         (a)      As  base  compensation  for  the  Employee  duly rendering his
services  to the  Company  and its  subsidiaries  pursuant  to the terms of this
Agreement, the Company agrees to pay and Employee agrees to accept a base salary
("Base  Salary") of Dollars ($ ,000) per annum to be paid in accordance with the
general payroll practices of the Company as from time to time in effect. Certain
additional  compensation  terms, if any, are set forth on Exhibit "A" hereto and
incorporated herein by reference. The Base Salary shall be subject to deductions
and withholdings permitted or required by law.

                                       2
<PAGE>

         (b)      The Company will pay or reimburse  Employee for all reasonable
and necessary  out-of-pocket  expenses incurred by him in the performance of his
duties under this Agreement and pre-approved by the Company in writing. Employee
shall keep detailed and accurate records of expenses incurred in connection with
the performance of his duties hereunder and  reimbursement  therefor shall be in
accordance  with policies and procedures to be established  from time to time by
the Board of Directors.

3.       Fringe Benefits.  Employee  shall be  entitled,  subject  to the  terms
         ----------------
and  conditions  of  particular  plans  and  programs,  to all  fringe  benefits
generally  afforded  to other  employees  of the  Company at  Employee's  level,
including,  but not by way of limitation,  the right to participate in any stock
option,  major  medical,  and other  employee  benefit  programs made  generally
available, from time to time, by the Company.

4.       Vacations.  Employee  shall be entitled to compensated vacation in each
         ----------
fiscal year, to be taken at times which do not  unreasonably  interfere with the
performance of Employee 's duties hereunder and otherwise in accordance with the
Company's  vacation  policies  in effect  from time to time as  applied to other
Employees of the Company.

5.       Termination.
         ------------

         (a)      Termination  by Company for "Cause".  In addition to any other
                  ------------------------------------
remedies which the Company may have at law, in equity, or otherwise, if Employee
engages in (i) fraud, (ii)  embezzlement,  (iii) any other crime involving moral
turpitude,  (iv) gross or willful neglect of duty, (v) material breach of any of
the  provisions  of  this  Agreement,  on his  part to be  performed  (including
material breach of the  representations and warranties of Section 16), (vi) such
conduct as results or as is likely to result in damage to the  reputation of the
Company,  or any of the  subsidiaries  or affiliates  of the Company,  (vii) the
theft,  misuse,  or wrongful  disclosure of  confidential  customer  information
(including,  without limitation, bank account or credit card numbers); or (viii)
if Employee declines to follow any significant  instruction adopted by the Board
of Directors of the Company or given by the Company's Chief Executive Officer or
President,  and communicated to Employee, the Company may at any time thereafter
terminate  Employee's  employment  hereunder by written notice to him, effective
immediately and the date of the notice shall be the  termination  date. Any such
termination shall be deemed to be termination for "cause",  for purposes of this
Agreement,  the Escrow  Agreement,  and all other  documents  referencing  a for
"cause" termination in this Agreement.

         Upon  the  early  termination  of  Employee's   employment  under  this
Agreement by the Company for "cause," the Company shall pay to Employee : (i) an
amount equal to Employee 's Base Salary  accrued  through the effective  date of
termination  at the rate in effect at the time of  termination,  payable  at the
time such payment is due; and (ii) any expense  reimbursement amounts accrued to
the effective date of termination, payable on the effective date of termination.
Upon payment of such amounts,  the Company  shall have no further  obligation to
Employee under this  Agreement,  and Employee shall have no further rights under
this Agreement.  Upon the early termination of Employee 's employment under this
Agreement by the Company for "cause," a percentage  of the Shares  issued in the
name of the Employee in connection with the Merger (the "Employee Shares") shall
be forfeited and  surrendered  to VDC for  cancellation  as set forth in Section
5(e).

                                       3
<PAGE>

         (b)      Termination  by  Company  without  "Cause".   At any time, the
                  -------------------------------------------
Company may terminate  this Agreement for any reason or no reason other than for
"cause" upon five (5) calendar  days written  notice to the  Employee.  Upon the
early  termination  of the Employee 's  employment  under this  Agreement by the
Company  "without  cause," the Company shall pay to the Employee : (i) an amount
equal to the  Employee 's Base Salary  accrued  through  the  effective  date of
termination  at the rate in effect at the time of  termination,  payable  at the
time such payment is due; and (ii) any expense  reimbursement amounts accrued to
the effective date of termination, payable on the effective date of termination.
Upon payment of such amounts,  the Company  shall have no further  obligation to
Employee under this  Agreement,  and Employee shall have no further rights under
this Agreement.

         (c)      Death of Employee.    This   Agreement   shall   automatically
                  ------------------
terminate  upon  the  death of  Employee.  Upon the  early  termination  of this
Agreement as a result of death, the Company shall pay the Employee's estate: (i)
an amount equal to the  Employee 's Base Salary  accrued  through the  effective
date of termination at the rate in effect at the effective date of  termination,
payable at the time such  payment  is due;  and (ii) any  expense  reimbursement
amounts accrued to the effective date of  termination,  payable on the effective
date of  termination.  Upon payment of such  amounts,  the Company shall have no
further obligation to Employee under this Agreement,  and Employee shall have no
further rights under this Agreement.

         (d)      Termination  by  Employee.   At any time after the  six  month
                  --------------------------
anniversary  of the date of this  Agreement,  the  Employee may  terminate  this
Agreement by giving at least thirty (30) calendar  days' prior written notice to
the Company.  Upon the early  termination  of Employee 's employment  under this
Agreement by the Employee pursuant to this Section, a percentage of the Employee
Shares shall be forfeited and  surrendered to VDC for  cancellation as set forth
in Section 5(e).

         (e)      Forfeiture of Shares.   IF  THE  EMPLOYEE  IS  TERMINATED  FOR
                  ---------------------
"CAUSE"  (PURSUANT  TO SECTION  5(A).),  RESIGNS  FROM  EMPLOYMENT  (PURSUANT TO
SECTION  5(D)),  OR BREACHES A MATERIAL TERM OF THIS  AGREEMENT  (ANY SUCH EVENT
CONSTITUTING  A "DEFAULT  EVENT"),  THEN THE  EMPLOYEE  SHALL  FORFEIT (AND SAID
SHARES  SHALL  BE  SURRENDERED  TO VDC FOR  CANCELLATION)  A  PERCENTAGE  OF THE
EMPLOYEE SHARES AS FOLLOWS: (A) 50% IF THE DEFAULT EVENT OCCURS WITHIN THE FIRST
ONE YEAR PERIOD  FOLLOWING  THE  EFFECTIVE  TIME;  (B) 33% IF THE DEFAULT  EVENT
OCCURS WITHIN THE SECOND ONE YEAR PERIOD  FOLLOWING THE EFFECTIVE  TIME; AND (C)
20% IF THE DEFAULT EVENT OCCURS  WITHIN THE THIRD ONE YEAR PERIOD  FOLLOWING THE
EFFECTIVE TIME. TO THE EXTENT THERE ARE NOT ENOUGH EMPLOYEE SHARES BEING HELD IN
ESCROW PURSUANT TO THE ESCROW  AGREEMENT TO COVER THE FORFEITURES  ABOVE,  THEN,
WITHIN FIVE (5) CALENDAR DAYS OF RECEIVING NOTICE OF THIS FACT FROM THE COMPANY,
THE EMPLOYEE  SHALL DELIVER  ADDITIONAL  VDC SHARES TO VDC FOR  CANCELLATION  TO
COVER ANY SUCH DEFICIENCY.  FOR PURPOSES OF THE PERCENTAGE  CALCULATIONS  ABOVE,
ALL FRACTIONS SHALL BE ROUNDED UP. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE
FORFEITURE OF SHARES IN ACCORDANCE WITH THIS SECTION IS IN ADDITION TO ANY OTHER
REMEDIES WHICH THE COMPANY MAY HAVE AT LAW, IN EQUITY, OR OTHERWISE.

6.       Covenant Not to Compete.
         ------------------------

                                       4
<PAGE>

         (a)      The  Employee  recognizes  and  acknowledges:  (i)  that   the
execution of this Agreement containing the following Covenant Not to Compete was
a condition  precedent  to the  closing of the Merger and the Company  would not
have  consummated  said Merger  without  the same;  and (ii) that the Company is
placing its  confidence  and trust in the  Employee.  The Employee ,  therefore,
covenants and agrees that during the Applicable  Non-Compete  Period (as defined
below), the Employee shall not, either directly or indirectly, without the prior
written  consent  of the  Board  of  Directors:  (i)  engage  in or carry on any
business  which is  similar to or is in  competition  with the  Business  of the
Company (as such term is used and defined below); (ii) be or become an employee,
agent,  consultant,  representative,  director or officer of any  person,  firm,
corporation,  association  or other entity which is engaged in or is carrying on
any  business  which is similar to or in  competition  with the  Business of the
Company;  or (iii) solicit for  employment or employ any person  employed by the
Company (or its subsidiaries) at any time during the 12-month period immediately
preceding such solicitation or employment.

         (b)      As used  in this Agreement, the term "Business of the Company"
shall  include all  material  business  activities  in which the Company and its
subsidiaries   are  engaged  now  which   includes,   but  is  not  limited  to,
international   and  domestic   (i.e.  in  the  United   States)  long  distance
telecommunications services.

         (c)      Employee hereby recognizes and acknowledges  that the existing
Business of the  Company  extends  throughout  the United  States and  therefore
agrees that the  covenants  not to compete  contained in this Section 6 shall be
applicable in and  throughout  the United  States,  as well as  throughout  such
additional  areas,  states  or  countries  in which the  Company  may be (or has
prepared  written plans to be) doing  business as of the date of  termination of
the Employee 's employment  hereunder.  Employee further warrants and represents
that,  because of his varied  skill and  abilities,  he does not need to compete
with the  Business of the Company and that this  Agreement  will not prevent him
from earning a livelihood and acknowledges  that the  restrictions  contained in
this Section 6 constitute reasonable protections for the Company.

         (d)      As used  in this Section 6,  "Applicable  Non-Compete  Period"
shall mean all periods of employment  hereunder and that period of two (2) years
following the termination of Employee 's employment hereunder.

7.       Trade  Secrets  and  Confidential   Information.   Employee  recognizes
         ------------------------------------------------
and  acknowledges  that  certain  information  including,   without  limitation,
information  pertaining to the financial condition of the Company,  its systems,
methods of doing  business,  agreements  with  customers  or  suppliers or other
aspects of the Business of the Company or which is sufficiently secret to derive
economic  value  from not being  disclosed  or  customer  confidential  personal
information  (including,  without  limitation,  credit card and banking  account
data) ("Confidential  Information") may be made available or otherwise come into
the  possession  of the Employee by reason of his  employment  with the Company.
Accordingly,  the  Employee  agrees  that he will not at any time  disclose  any
Confidential Information to any person, firm, corporation,  association or other
entity  for  any  reason  or  purpose  whatsoever  or make  use to his  personal
advantage  or  to  the  advantage  of  any  third  party,  of  any  Confidential
Information,  without the prior written  consent of the Board of Directors.  The
Employee  shall,  upon  termination  of  employment,  return to the  Company all
documents which reflect  Confidential  Information  (including  copies thereof).
Notwithstanding  anything  heretofore  stated in this Section 7, the Employee 's

                                       5
<PAGE>

obligations under this Section 7 shall not, after termination of the Employee 's
employment  with the Company,  apply to information  which has become  generally
available to the public  without any action or omission of the Employee  (except
that any  Confidential  Information  which is disclosed to any third party by an
employee or  representative  of the Company who is not  authorized  to make such
disclosure  shall be  deemed  to  remain  confidential  and  protectable  by the
Employee under this Section 7).

8.       Severability.   The  invalidity  or  unenforceability  of any  term  of
         -------------
this Agreement shall not affect the validity or enforceability of this Agreement
or any of its other terms; in the event that any court or arbitrator  determines
that the time period and/or scope of any paragraph or section of this  Agreement
is  unenforceably  long or broad,  as the case may be, then,  and in either such
event,  neither the enforceability nor the validity of said paragraph or section
as a whole or the Agreement as a whole shall be affected.  Rather,  the scope of
the section shall be revised by the court or arbitrator as little as possible to
make the section  enforceable.  If the court or arbitrator  will not revise said
paragraph  or section,  then this  Agreement  shall be  construed  as though the
invalid or unenforceable term(s) were not included herein

9.       Breach.   The  Employee  hereby   recognizes  and   acknowledges   that
         -------
irreparable  injury or damage  shall  result  to the  Company  in the event of a
breach or  threatened  breach by the Employee of any of the terms of  provisions
Section 6 or 7  hereunder,  and the Employee  therefore  agrees that the Company
shall be entitled to an injunction  (without posting bond) restraining  Employee
from engaging in any activity  constituting  such breach or  threatened  breach.
Nothing  contained  herein shall be construed  as  prohibiting  the Company from
pursuing  any other  remedies  available  to the Company at law,  in equity,  or
otherwise for breach or threatened  breach of this Agreement,  including but not
limited to, the recovery of damages from the Employee and, if the Employee is an
employee of the Company,  the  termination of his employment with the Company in
accordance with the terms and provisions of this Agreement.

10.      Arbitration
         -----------

         (a)      Arbitration  Disclosures.  (i)  arbitration  is usually  final
                  -------------------------
and binding on the parties and subject to only very  limited  review by a court;
(ii) the parties are waiving their right to litigate in court,  including  their
right to a jury trial; (iii) Pre-arbitration discovery is generally more limited
and  different  from court  proceedings;  (iv) any party's right to appeal or to
seek modification of rulings by arbitrators is strictly limited; and (v) a panel
of arbitrators  might include an arbitrator  who is or was  affiliated  with the
telecommunications industry.

         (b)      Arbitration.   All  controversies  or claims arising out of or
                  ------------
relating to this  Agreement,  or arising  out of or  relating to the  employment
contemplated herein, or the termination thereof,  shall be determined by binding
arbitration  applying  the laws of the State of New  Jersey and the rules of the
American Arbitration Association applicable to the Commercial Panel, except that
there shall only be one (1) arbitrator.  The  arbitration  shall be conducted at
Acquiror's  offices  in  Greenwich,  Connecticut,  or  at  such  other  location
designated  by  Acquiror.  The  decision  of the  arbitrator  shall be final and
binding upon the parties,  shall include  written  findings of law and fact, 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 (except as
provided for in Section 4 of the Escrow Agreement). The cost of the arbitration,

                                       6
<PAGE>

including the fees and expenses of the  arbitrator,  shall be shared  equally by
the parties thereto unless the award otherwise  provides (except as provided for
in Section 4 of the Escrow  Agreement).  Nothing  herein shall  preclude a party
from seeking  injunctive  relief to restrain any breach or threatened  breach of
the 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.

11.      Remedies Cumulative.   Except  as  otherwise expressly provided herein,
         --------------------
each of the rights and remedies of the parties set forth in this Agreement shall
be  cumulative  with all other  such  rights and  remedies,  as well as with all
rights and remedies of the parties otherwise available at law or in equity.

12.      Counterparts.  This Agreement may be executed in multiple  counterparts
         -------------
each of which shall be an original but all of which  together  shall  constitute
one and the same  instrument.  This Agreement may also be executed and delivered
by exchange of facsimile copies showing the signatures of the parties, and those
signatures  need not be affixed to the same copy.  The facsimile  copies showing
the signatures of the parties will  constitute  originally  signed copies of the
Agreement requiring no further execution.

13.      Waiver.  The failure of either party at any  time or  times to  require
         -------
performance  of any  provision  hereof shall in no manner  affect the right at a
later time to enforce the same. To be effective, any waiver must be contained in
a written  instrument signed by the party waiving  compliance by the other party
of the term or covenant as  specified.  The waiver by either party of the breach
of any term or covenant  contained herein,  whether by conduct or otherwise,  in
any one or more instances, shall not be deemed to be, or construed as, a further
or continuing  waiver of any such breach, or a waiver of the breach of any other
term or covenant contained in this Agreement.

14.      Governing Law.   This  Agreement  shall  be governed by the laws of the
         --------------
State of New Jersey without regard to principles of conflict of laws.

15.      Complete  Agreement.   This  Agreement  constitutes  the  complete  and
         --------------------
exclusive  agreement  between the parties hereto which supersedes all proposals,
oral and written, and all other  communications  between the parties relating to
the subject  matter  contained  herein.  Without  limiting  the  foregoing,  the
Agreement  supersedes  and renders null and void any  employment  or  consulting
agreement the Employee had with Rare  Telephony or its  subsidiaries  (or all of
their  predecessors) prior to the Merger.  Notwithstanding  the foregoing,  this
Agreement shall not supersede the Merger  Agreement or the Schedules or Exhibits
thereto or the Escrow  Agreement.  No change or  modification  of this Agreement
shall be valid or  binding  unless  the same is in  writing  and  signed  by the
parties hereto.

16.      Warranties.   The  Employee  represents, warrants, covenants and agrees
         -----------
that:

         (a)      The Employee has a right to enter into  this  Agreement,  that
he is not a party to any agreement or understanding whether or not written which
would  prohibit  or  restrict  his  performance  of his  obligations  under this

                                       7
<PAGE>

Agreement  and  that  he  will  not use in the  performance  of his  obligations
hereunder  any  proprietary  information  of any other party which he is legally
prohibited from using; and

         (b)      The  Employee  has  had  an  opportunity  to  consult  with an
attorney,  and such  other  experts or  consultants  as he deemed  necessary  or
prudent, regarding this Agreement and the Employee has read and understands this
Agreement.

Each representation and warranty of Employee shall survive the execution of this
Agreement and shall continue  throughout the Employment Period. The right to any
remedy based on such  representations and warranties will not be affected by any
investigation  conducted with respect to, or any knowledge  acquired (or capable
of being  acquired)  at any time,  whether  before or after  the  execution  and
delivery of this  Agreement,  with respect to the accuracy or  inaccuracy  of or
compliance with, any such representation or warranty.

17.      Notice.   All notices,  requests,  instructions,   consents  and  other
         -------
communications  to be given pursuant to this  Agreement  shall be in writing and
shall be deemed received (i) on the same day if delivered in person, by same-day
courier or by telegraph,  telex or facsimile  transmission  (receipt  confirmed)
(provided that telegraph,  telex or facsimile notice shall be deemed received on
the next business day if received after 5:00 p.m. Eastern  Standard Time),  (ii)
on the next day if delivered by overnight mail or courier,  or (iii) on the date
indicated on the return  receipt,  or if there is no such receipt,  on the third
calendar day (excluding  Sundays) if delivered by certified or registered  mail,
postage  prepaid.  If notice is being  given under both this  Agreement  and the
Escrow  Agreement to the Employee,  then notice may be given to the Employee for
purposes of both such  agreements  at the address  given for the Employee in the
Escrow Agreement.

18.      Assignment. This Agreement shall inure to the benefit of and be binding
         -----------
upon the Company, its successors and assigns. This Agreement may not be assigned
by the Employee without the prior written consent of the Company. This Agreement
may be  assigned  by the  Company and the  execution  of this  Agreement  by the
Employee shall be deemed a consent to such assignment.

19.      Material Provisions;  Survival of Certain Terms. The following sections
         ------------------------------------------------
(including all subsections thereto) of the Agreement,  without limitation, shall
be deemed  material:  Section 1,  Section 5,  Section 6,  Section 7, Section 10,
Section 14, and Section 21. The terms and provisions contained in this Agreement
that by their sense and context are intended to survive the  termination of this
Agreement shall so survive the termination of this Agreement; including, without
limitation, Section 5, Section 6, Section 7, Section 10, Section 14, and Section
21.

20.      Payment  Offsets.  The  Company  shall  be entitled  to deduct from any
         -----------------
payment due to Employee under this Agreement any payments or amounts owed to the
Company or any of its affiliates from the Employee.

21.      Statement.  Within  ten  (10)  calendar  days  of  receipt of a written
         ----------
request from the Board of Directors, the Employee shall provide the President of
the Company with a statement  (sworn  before a Notary  Public and signed by said
Notary Public) that, as of the date of said statement, the Employee has complied

                                       8
<PAGE>

with all material terms of this  Agreement.  This provision shall expire two (2)
years following the termination of this Agreement.

22.      Rule of Construction; Pronouns.  No  rule  of  construction   requiring
         -------------------------------
interpretation  against the drafting party shall apply to the  interpretation of
this  Agreement.  To the  extent  the  terms of this  Agreement  and the  Escrow
Agreement  conflict,  the terms of this  Agreement  shall  govern.  Whenever the
context  of  this   Agreement   may  require,   any  pronoun  will  include  the
corresponding  masculine,  feminine  and neuter form,  and the singular  form of
nouns and pronouns will include the plural.

23.      Recitals.  The  recitals  to  this  Agreement  constitute  part of this
         ---------
Agreement.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.



ATTEST:                           Voice & Data Communications
                                  (Latin America), Inc.

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


---------------------------
Print Name




WITNESS:                          EMPLOYEE :


---------------------------       ----------------------------------------------
Signature


---------------------------
Print Name




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                                   EXHIBIT "A"



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