ESCROW AGREEMENT

         THIS  ESCROW  AGREEMENT  ("Agreement")  dated as of May 25, 2000 by and
among VDC COMMUNICATIONS,  INC., a Delaware  corporation  ("Acquiror"),  Voice &
Data Communications (Latin America), Inc., a Delaware corporation ("Sub"), those
individuals  and entities  whose names appear on the signature page hereof under
the heading "RARE  TELEPHONY  SHAREHOLDERS"  (collectively,  the "Rare Telephony
Shareholders") and Buchanan Ingersoll Professional Corporation,  as escrow agent
(the "Escrow Agent").

                                   BACKGROUND

         WHEREAS,  Acquiror,  Sub, Rare  Telephony,  Inc., a Nevada  corporation
("Rare  Telephony"),  and the Rare Telephony  Shareholders  have entered into an
Agreement  and Plan of  Merger  dated  May 25,  2000  (the  "Merger  Agreement")
pursuant  to which  Rare  Telephony  shall be merged  with and into the Sub (the
"Merger");

         WHEREAS, pursuant to the terms of the Merger Agreement, at the Closing,
and  effective  as of the  Effective  Time (as  defined  in  Section  19 below),
Acquiror  shall  deliver  the  Escrow  Shares,  which  are  part  of the  Merger
Consideration, to the Escrow Agent; and

         WHEREAS,  the  Escrow  Agent has  agreed to hold the  Escrow  Shares in
escrow in accordance with the terms and conditions contained herein.

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

         1.       Definitions, Other Agreements.

                  (a)      All capitalized terms used herein and  not  otherwise
defined herein shall have the respective  meanings assigned to such terms in the
Merger Agreement.

                  (b)      It is expressly understood and agreed  by the parties
hereto that all references in this Agreement to the Merger  Agreement and to any
exhibits to such Merger  Agreement are for the convenience of the parties hereto
other than the Escrow Agent,  and the Escrow Agent shall have no  obligations or
duties with respect  thereto  other than the  obligation  to refer to the Merger
Agreement for the purpose of determining the definitions of certain  capitalized
terms  used  herein  and  not  otherwise  defined  herein  or to  interpret  any
provisions of such other  agreements  referred to in this Agreement for purposes
of implementation hereof.

         2.       Appointment of Escrow Agent.

                  Buchanan Ingersoll Professional Corporation hereby accepts its
appointment  as Escrow Agent to serve in accordance  with the terms,  conditions
and  provisions  of this  Agreement.  The  acceptance by the Escrow Agent of its
duties under this  Agreement is subject to the terms and conditions set forth at
Section 7  hereafter,  which the parties to this  Agreement  hereby  agree shall

<PAGE>

govern  and  control  with  respect  to  the  rights,  duties,  liabilities  and
immunities of the Escrow Agent.

         3.       Establishment of Escrow Fund; Power of Attorney.

                  (a)      Pursuant to Section 2.2 of the Merger  Agreement, the
Acquiror  shall at the Closing  deposit with the Escrow Agent the Escrow  Shares
constituting  the escrow fund (the "Escrow  Fund").  The Escrow  Shares shall be
registered  on the  share  transfer  books of  Acquiror  in the name of the Rare
Telephony Shareholders, as provided for in the Merger Agreement, and such shares
shall be held by the Escrow Agent on behalf of Rare  Telephony  Shareholders  as
owner of the Escrow Shares comprising the Escrow Fund. If dividends are paid, or
a distribution  is made, by Acquiror with respect to the Escrow Shares,  in cash
or in property,  such dividends or distributions shall also be held as a part of
the Escrow Fund.  In the event of any stock splits,  recapitalizations  or other
adjustments to the capital stock of Acquiror,  the resulting number of shares or
other  securities  which the Escrow Shares  convert shall be held as part of the
Escrow Fund.

                  (b)      By  virtue  of  the  Rare   Telephony   Shareholders'
execution  of this  Escrow  Agreement,  the Rare  Telephony  Shareholders  have,
without any further  act,  consented  to: (i) the  establishment  of this escrow
pursuant to the Merger  Agreement in the manner set forth herein and (ii) all of
the other terms, conditions and limitations in this Agreement.

                  (c)      By  virtue  of  the  Rare   Telephony   Shareholders'
execution  of this Escrow  Agreement,  the Rare  Telephony  Shareholders  hereby
irrevocably  constitute  and appoint the Escrow  Agent the true and lawful agent
and  attorney-in-fact  of the Rare  Telephony  Shareholders  with respect to all
matters  arising  in  connection  with  this  Escrow  Agreement,  including  the
administration of the Escrow Fund and the subsequent  surrender and cancellation
of the Escrow  Shares  pursuant to  pursuant  to Sections 4 and 5 below.  To the
extent applicable,  the Rare Telephony Shareholders hereby waive the application
of 20 Pa. Stat. Ann. Section 5601 to the application of this power of attorney.

                  (d)      In the event the Escrow Fund includes  any cash (such
as the result of a dividend paid on the Escrow  Shares),  the Escrow Agent shall
invest  such cash in an  interest  bearing  money  market  account  (or  similar
account)  with a financial  institution  selected by the Escrow Agent located in
the  United  States of  America  and with  assets  of no less  that one  billion
dollars.   The  Escrow   Agent  may  retain  such  cash  in  a  single   account
notwithstanding  that the  amount of such cash is  greater  than  $100,000.  The
Escrow  Agent is not  required  to select  the  financial  institution  with the
highest  interest rate. Any interest earned shall be part of the Escrow Fund and
shall be treated  the same as the Other  Property  (as  defined in Section  4(e)
below) being held by the Escrow Agent.  The tax on the interest  earned shall be
the responsibility of the owner of the Escrow Shares which resulted in such cash
being held by the Escrow  Agent (and such owner shall  execute  any  appropriate
forms with respect to such tax).

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         4.       Operation and Administration of the Escrow Fund.

                  (a)      Indemnification Claims

                           (i)      To the extent  provided  herein  and in  the
Merger Agreement, the Escrow Fund shall be established and thereafter applied to
the payment of  indemnification  claims asserted by Acquiror or Sub on or before
the one year  anniversary  of the Effective  Time  ("Claims") for the benefit of
Acquiror or Sub as provided in Section 7.1(a) of the Merger  Agreement.  The use
of the Escrow Shares in  connection  with 7.1(a) of the Merger  Agreement  shall
serve  as  non-exclusive  sources  for  payment  of any  liability  of the  Rare
Telephony Shareholders to Acquiror and Sub under the Merger Agreement.

                           (ii)     For  purposes of  calculating the "value" of
the  Escrow  Shares  to be  applied  against  any  Claim,  such  value  shall be
determined based on the average closing price of Acquiror's common stock for the
ten (10) trading days  immediately  preceding  the date of the  Application  (as
defined below).

                           (iii)    Either Acquiror or Sub may make  application
to the  Escrow  Agent,  with a copy  to the  Rare  Telephony  Shareholders  (the
"Application"),  if it has  incurred or suffered  damages or losses  pursuant to
Section 7.1 of the Merger  Agreement.  The Application shall identify the amount
of the damages or losses  (the "Claim  Amount")  and shall  instruct  the Escrow
Agent to apply, subject to subparagraph (iv) below, the Claim Amount against the
"value" of the Escrow Shares in the manner set forth in Section  4(a)(ii)  above
by surrendering to Acquiror for cancellation  that number of Escrow Shares equal
in "value" to the Claim  Amount.  Notwithstanding  the  foregoing,  neither  the
Acquiror nor the Sub shall make an Application under this Section 4(a) until the
aggregate amount of the damages or losses incurred or suffered by either or both
combined exceeds $20,000.00 (the "Minimum Aggregate Liability Amount").  Subject
to the terms of this  Section  4(a),  the  Acquiror  or Sub shall be entitled to
apply the Claim  Amount  against the "value" of the Escrow  Shares in the manner
set forth in Section  4(a)(ii)  above only to the extent  that the Claim  Amount
exceeds the Minimum Aggregate Liability Amount. For clarification  purposes, the
Minimum Aggregate Liability Amount is not a "per incident" amount, but rather an
aggregate  threshold.  Once the  Minimum  Aggregate  Liability  Amount  has been
reached and is the  subject of an  Application,  any  subsequent  Claim  Amount,
regardless of how small,  may be the subject of an Application  and shall not be
subject to any kind of  deduction  or  threshold.  The maximum  number of Escrow
Shares that may be surrendered to Acquiror or Sub for  cancellation  pursuant to
this Section  4(a)(iii) is 244,898  Escrow  Shares.  In  connection  with Escrow
Shares  surrendered  pursuant to this Section 4(a),  said Escrow Shares shall be
surrendered  to Acquiror for  cancellation  on a pro rata basis among all of the
Rare Telephony  Shareholders  (i.e.  taking the same percentage of Escrow Shares
from each such shareholder);  provided,  however, to the extent a Rare Telephony
Shareholder  has  had all of his  Escrow  Shares  surrendered  to  Acquiror  for
cancellation  pursuant to Sections 4(b) or 4(c) below, then the Escrow Shares to
be surrendered  shall be surrendered to Acquiror for  cancellation on a pro rata
basis  among all of the Rare  Telephony  Shareholders  who have  shares  held in
escrow,  provided further,  however, to the extent a Rare Telephony  Shareholder
has had some,  but not all, of his Escrow  Shares  surrendered  to Acquiror  for

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cancellation  pursuant to Sections 4(b) or 4(c) below, then the number of Escrow
Shares to be surrendered by such shareholder to Acquiror for cancellation  shall
be  calculated  as though such  shareholder  had not  previously  had any of his
Escrow Shares cancelled,  unless the remaining Escrow Shares of such shareholder
are  less  than  his pro  rata  share  to be  cancelled  using  this  method  of
calculation,  in which event all of his Escrow Shares shall be cancelled and the
remaining  balance  to be  cancelled  shall be on a pro  rata  basis  among  the
remaining  Rare  Telephony  Shareholders  (in no  event  under  either  of these
provisos  is there  to be a  reduction  in the  total  number  of  shares  to be
surrendered for cancellation pursuant to this Section 4 (a)).

                           (iv)     Unless  the   Escrow  Agent   is   otherwise
informed in writing by the  representative  of the Rare  Telephony  Shareholders
referred to in Section  10(a) below within 20 calendar days from the date of the
Escrow  Agent's  receipt  of the  Application,  that all of the  Rare  Telephony
Shareholders,  in a sworn affidavit,  are disputing the basis for the Claim (and
said sworn  affidavit is provided to the Escrow Agent),  the Claim Amount or the
application  thereof  against the Escrow Fund, then the Escrow Agent shall apply
the Escrow Fund in the manner set forth in the Application and this Agreement.

                           (v)      If the  Escrow  Agent  is  notified  by  the
representative of the Rare Telephony  Shareholders  referred to in Section 10(a)
below  that all of the Rare  Telephony  Shareholders  contest  the basis for the
Claim,  the Claim  Amount or the  application  of the Claim  Amount  against the
Escrow Fund (in the manner set forth in Section  4(a)(iv)  above),  then, and in
that  event,  the  parties  thereto  shall  submit  the  issues  in  dispute  to
arbitration in accordance  with the provisions of Section 15. The Rare Telephony
Shareholders  hereby waive any objection (on the basis of an actual or perceived
conflict or interest) to Buchanan Ingersoll  Professional  Corporation providing
legal representation to Acquiror or Sub in any such arbitration.

                           (vi)     If the arbitration  results in a finding (or
settlement  between the parties) in support of the  Application  (which for this
purpose  shall  include any  finding,  conclusion  or  settlement  which  awards
Acquiror  at least 70% of the  Claim  Amount  (hereafter,  the  "Adjusted  Claim
Amount"));  then, and in that event,  there shall be added to the Adjusted Claim
Amount all expenses and costs of Acquiror in  connection  with the  arbitration,
including reasonable counsel fees.

                           (vii)    For  purposes  of   Section  4(a)  of   this
Agreement only, the term "all of the Rare Telephony Shareholders" means all Rare
Telephony  Shareholders  who have Escrow Shares being held in escrow  subject to
the terms of this Section 4(a).  For example,  if a Rare  Telephony  Shareholder
dies prior to the one year  anniversary  of the deposit of the Escrow Shares and
the  deceased  Rare  Telephony  Shareholder's  shares are  released  pursuant to
Section 5(b) or if a Rare Telephony Shareholder has had all of his Escrow Shares
surrendered to the Acquiror for  cancellation  pursuant to Section 4(b) or 4(c),
then for purposes of Section 4(a) of the  Agreement  only,  the term "all of the
Rare Telephony Shareholders" would exclude such Rare Telephony Shareholder.

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<PAGE>

                  (b)      Termination of  Employment  or  Services;  Breach  of
                           Contract

                           (i)      The  Rare Telephony Shareholders  listed  on
Schedule  4(b)(i) hereto and  incorporated  herein by reference  ("Hirees") have
entered into, or will be entering into, employment or consulting agreements with
Sub.  If a Hiree is  terminated  for  cause (as  defined  in his  employment  or
consulting  agreement),  resigns from such employment or service,  or breaches a
material  term  of  his  employment  or  consulting  contract  (any  such  event
constituting a "Default Event"),  then said Hiree shall forfeit (and said shares
shall be surrendered to Acquiror for cancellation) a percentage of the shares of
Acquiror Common Stock comprising the Merger  Consideration issued in the name of
Hiree 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. Attached hereto as Schedule 4(b)(i)II and incorporated herein by reference
is a list of the  Rare  Telephony  Shareholders  and the  number  of  shares  of
Acquiror Common Stock comprising the Merger  Consideration issued in the name of
each Rare Telephony Shareholder. The Escrow Agent shall be entitled to rely upon
this schedule for purposes of the administration of this Agreement. If a Default
Event occurs and the  defaulting  Hiree (the  "Defaulting  Hiree") does not have
enough  Escrow  Shares  to cover  the  number of  shares  the  Defaulting  Hiree
forfeited,  then the Escrow Agent shall  surrender to Acquiror for  cancellation
all of the Escrow Shares held in escrow in the name of the Defaulting  Hiree and
the  Defaulting  Hiree  shall  deliver  to the  Acquiror  an amount of shares of
Acquiror  Common Stock equal to such  shortfall.  For purposes of the percentage
calculations  above,  all  fractions  shall be rounded  up. The  forfeiture  and
surrendering  of shares  Acquiror Common Stock as provided for in this paragraph
shall serve as a non-exclusive remedy for Sub and Acquiror.

                           (ii)     Either Acquiror or Sub may file a  notice (a
"Default Notice") with the Escrow Agent, with a copy to the Defaulting Hiree, if
officers  of  Acquiror or Sub believe  that a Default  Event has  occurred.  The
Default Notice shall identify the Default Event(s) and shall instruct the Escrow
Agent to surrender to Acquiror for cancellation  that number of Escrow Shares to
be forfeited based upon the formula set forth in Section 4(b)(i).

                           (iii)    Unless the Escrow  Agent  receives  a  sworn
affidavit from the Defaulting Hiree within 20 calendar days from the date of the
Escrow  Agent's  receipt of the Default  Notice,  disputing the existence of the
Default Event(s),  the Escrow Agent shall surrender to Acquiror for cancellation
that number of Escrow Shares to be forfeited based upon the formula set forth in
Section 4(b)(i).

                           (iv)     If the Escrow Agent  is  notified  that  the
Defaulting  Hiree contests the existence of the Default  Event(s) (in the manner
set forth in Section  4(b)(iii)  above),  then,  and in that event,  the parties
thereto shall submit the issues in dispute to arbitration in accordance with the
provisions of Section 15. The  Defaulting  Hiree hereby waives any objection (on

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the basis of an actual or perceived  conflict or interest) to Buchanan Ingersoll
Professional  Corporation  providing legal  representation to Acquiror or Sub in
any such arbitration.

                           (v)      If the arbitration  results in a finding (or
settlement between the parties) in support of the Default Notice (which for this
purpose shall include any finding,  conclusion or settlement which provides that
at least one Default Event has occurred);  then,  and in that event,  within ten
(10)  calendar  days after  being  provided  with an invoice  from  counsel  for
Acquiror or Sub, as the case may be, or Acquiror or Sub,  the  Defaulting  Hiree
shall pay all  expenses  and costs of  Acquiror  or Sub,  as the case may be, in
connection with the arbitration, including reasonable counsel fees.

                  (c)      Network Consulting Group, Inc. Defaults

                           (i)      Pursuant  to an  Agreement  by  and  between
Network  Consulting  Group, Inc.  ("Network") and Rare Telephony,  dated May 25,
2000 (the "Network Agreement"), Network has agreed to make all payments due from
Network under the terms of, and otherwise perform all of its obligations  under,
the leases summarized on Exhibit "A" to the Network Agreement (the "Leases"). If
Network breaches any material term of the Network Agreement or of any one of the
Leases (and any such breach  remains  uncured  fifteen (15)  calendar days after
notice of such breach is given by Acquiror or the lessor,  or its agent, for any
Lease)  (each such breach and failure to cure  constituting  a "Network  Default
Event"),  then Network  shall forfeit (and said shares shall be  surrendered  to
Acquiror for  cancellation)  a percentage of the shares of Acquiror Common Stock
comprising  the Merger  Consideration  issued in the name of Network as follows:
(A) 30% if the Network  Default  Event  occurs  within the first one year period
following the Effective Time; (B) 18% if the Network Default Event occurs within
the second one year period  following  the  Effective  Time;  and (C) 10% if the
Network  Default  Event occurs  within the third one year period  following  the
Effective Time. Set forth on Schedule 4.2(b)(i)II is the number of shares of the
Acquiror Common Stock comprising the Merger  Consideration issued in the name of
Network.  The Escrow Agent shall be entitled to rely upon  Schedule  4.2(b)(i)II
for purposes of the  administration  of this Section 4(c). If a Network  Default
Event occurs and Network does not have enough  Escrow Shares to cover the number
of shares Network  forfeited,  then the Escrow Agent shall surrender to Acquiror
for  cancellation all of the Escrow Shares held in escrow in the name of Network
and Network shall surrender to Acquiror for  cancellation an amount of shares of
Acquiror  Common Stock equal to such  shortfall.  For purposes of the percentage
calculations  above,  all  fractions  shall be rounded  up. The  forfeiture  and
surrendering  of  shares  of  Acquiror  Common  Stock  as  provided  for in this
paragraph shall serve as a non-exclusive remedy for Sub and Acquiror.

                           (ii)     Either Acquiror or Sub  may  file  a  notice
(the  "Network  Notice")  with the  Escrow  Agent,  with a copy to  Network,  if
officers of Acquiror or Sub believe that a Network  Default  Event has occurred.
The Network  Notice  shall  identify  the  Network  Default  Event(s)  and shall
instruct the Escrow Agent to surrender to Acquiror for cancellation  that number
of Escrow  Shares to be  forfeited  based upon the  formula set forth in Section
4(c)(i).

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<PAGE>

                           (iii)    Unless the Escrow  Agent  receives  a  sworn
affidavit  from  Network  within 20  calendar  days from the date of the  Escrow
Agent's  receipt of the Network  Notice,  disputing the existence of the Network
Default Event(s),  the Escrow Agent shall surrender to Acquiror for cancellation
that number of Escrow Shares to be forfeited based upon the formula set forth in
Section 4(c)(i).

                           (iv)     If the Escrow Agent is notified that Network
contests the existence of the Network Default  Event(s) (in the manner set forth
in Section 4(c)(iii) above),  then, and in that event, the parties thereto shall
submit the issues in dispute to arbitration in accordance with the provisions of
Section 15.  Network  hereby  waives any objection (on the basis of an actual or
perceived conflict or interest) to Buchanan Ingersoll  Professional  Corporation
providing legal representation to Acquiror or Sub in any such arbitration.

                           (v)      If the arbitration  results in a finding (or
settlement between the parties) in support of the Network Notice (which for this
purpose shall include any finding,  conclusion or settlement which provides that
at least one  Network  Default  Event has  occurred);  then,  and in that event,
within ten (10) calendar days after being  provided with an invoice from counsel
for Acquiror or Sub, as the case may be, or Acquiror or Sub,  Network  shall pay
all  expenses  and costs of Acquiror  or Sub, as the case may be, in  connection
with the arbitration, including reasonable counsel fees.

                  (d)      The  shares of  Acquiror  Common  Stock  constituting
the Merger  Consideration is subject to the following  restrictions  upon resale
(the "Restrictions"):  34% of the holder's Acquiror Common Stock no earlier than
one (1) year  following  the Effective  Time; an additional  33% of the holder's
Acquiror  Common Stock no earlier  than two (2) years  following  the  Effective
Time;  and the  remaining 33% of the holder's  Acquiror  Common Stock no earlier
than three (3) years  following  the Effective  Time.  When shares are forfeited
and/or  surrendered  to  Acquiror  for  cancellation  pursuant to Section 4, the
Escrow Agent shall  surrender  first shares  which have the  Restriction  expire
three (3) years  following the  Effective  Time and second shares which have the
Restriction  expire two (2) years  following the Effective Time. For purposes of
the percentage  calculations above for years one and two, all fractions shall be
rounded up.

                  (e)      Notwithstanding  the other provisions of this Section
4 in the event that the Escrow  Fund  includes  cash or property  received  with
respect to the Escrow Shares  (collectively,  the "Other Property"),  such Other
Property shall be applied by the Escrow Agent as follows:

                           (i)      In the event the Escrow  Agent is  making  a
distribution  from the Escrow  Fund as a result of a Claim  pursuant  to Section
4(a)  above,  the Escrow  Agent shall first  deliver to the  Acquiror  the Other
Property  in an amount up to the Claim  Amount and then the balance of the Claim
Amount, if any, would be paid by the delivery of the Escrow Shares.

                           (ii)     In  the  event  any of the Other Property to
be  delivered to the  Acquiror  hereunder  is not cash,  the value of such Other
Property shall be determined as follows:

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                                    (A)  if  it is  shares  of  publicly  traded
                                    stock,  the  value  shall  be  based  on the
                                    average  closing price of such stock for the
                                    ten (10) trading days immediately  preceding
                                    the date of  Application or (B) if the Other
                                    Property  is  anything  else,  by the mutual
                                    decision  of  the   Acquiror  and  the  Rare
                                    Telephony  Shareholders  (if they are unable
                                    to  reach  such   determination,   then  any
                                    dispute shall be  determined by  arbitration
                                    pursuant to Section 15 below).

                           (iii)    If  a  percentage  of the  Escrow Shares are
being forfeited  pursuant to Section 4(b) or 4(c) above,  the Escrow Agent shall
deliver to the Acquiror the same  percentage of the Other Property being held in
escrow with respect to such Rare Telephony Shareholder or Network.

                  (f)      In  the  event  that  pursuant to  the  provisions of
Sections  4(a)(vi),  4(b)(v)  or 4(c)(v)  the  Acquiror  or Sub is owed  amounts
hereunder,  and such amounts are not paid within ten (10)  calendar  days of its
notifying the responsible party (the "Responsible Party") of the amount owed, it
may request the Escrow Agent pay such amounts by delivery to the Acquiror or the
Sub the  appropriate  amount of the Escrow  Fund being held with  respect to the
Responsible  Party by written  notice (a "Payment  Notice") to the Escrow  Agent
with a copy to the Responsible  Party. In the event the Responsible  Party fails
to provide the Escrow Agent with written  notification  of its  objection,  in a
sworn  affidavit,  within  twenty (20) calendar days from the date of the Escrow
Agent's  receipt of a Payment  Notice,  the Escrow  Agent shall apply the Escrow
Fund in the manner set forth in the Payment  Notice and this  Agreement.  In the
event the Escrow Agent receives  written  notice of a dispute,  then the parties
thereto  shall  submit  the  dispute  to  arbitration  in  accordance  with  the
provisions of Section 15. The Responsible  Party hereby waives any objection (on
the basis of an actual or perceived  conflict or interest) to Buchanan Ingersoll
Professional  Corporation  providing legal  representation to Acquiror or Sub in
any such arbitration.

         5.       Release of Escrow Shares; Termination.

                  (a)      Rare Telephony Shareholders Who Are Not Hirees (Other
Than Network  Consulting  Group,  Inc.). A list of Rare Telephony  Shareholders,
other than Network,  who are not Hirees is set forth on Schedule 5(a) hereto and
incorporated  herein by reference  (the  "Non-hiree  Shareholders").  The Escrow
Shares issued in the name of the Non-hiree Shareholders (the "Non-hiree Shares")
shall remain in escrow subject to application pursuant to Section 4 hereof until
the one  year  anniversary  of the  Effective  Time,  and on such  date any such
Non-hiree Shares remaining in the Escrow Fund shall be delivered and released to
the Non-hiree Shareholders.

                  (b)      Rare Telephony  Shareholders  Who Are Hirees.  All of
the Escrow  Shares issued in the name of the Hirees (the "Hiree  Shares")  shall
remain in escrow subject to  application  pursuant to Section 4 hereof until the
one year  anniversary  of the Effective  Time. On such date the Escrow Agent may
release Hiree Shares not needed to cover  potential  forfeitures as provided for
in Section 4(b) in the second and third years  following the Effective  Time. On

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the two year  anniversary  of the Effective  Time,  the Escrow Agent may release
Hiree  Shares not  needed to cover  potential  forfeitures  as  provided  for in
Section 4(b) in the third year  following the Effective  Time. On the three year
anniversary  of the Effective  Time,  the Escrow Agent may release to the Hirees
all Hiree Shares  remaining in the Escrow Fund. To the extent the  employment or
consultancy  of a Hiree is terminated  without cause by the Sub (i.e.  not under
any for "cause"  provision of the applicable  agreement) prior to the three year
anniversary of the Effective  Time, said Hiree's Shares shall continue to remain
in escrow, in accordance with the terms of this paragraph, subject to forfeiture
in  accordance  with Section  4(b).  In the event that a Hiree dies prior to the
three year  anniversary of the Effective  Time,  then said Hiree's Escrow Shares
(but only said  Hiree's  Escrow  Shares)  shall be released to the estate of the
deceased  Hiree if,  and only if,  the Escrow  Agent is  notified  in writing by
Acquiror that the following three conditions  precedent were satisfied:  (1) the
estate of the Hiree  provides  the  Acquiror's  counsel  with an original  death
certificate  for the  deceased  Hiree;  (2) the  President or CEO of the Sub (in
Acquiror's sole  discretion)  provides a sworn affidavit  confirming that to the
best of his  knowledge  the Hiree,  prior to his  death,  had not  violated  any
material term of his employment or consulting agreement with the Sub; and (3) in
the sixty (60) calendar days following the Hiree's  death,  counsel for Acquiror
is satisfied that Hiree,  prior to his death, had not violated any material term
of his employment or consulting agreement with the Sub.

                  (c)      Network Consulting Group,  Inc.   All  of  the Escrow
Shares  issued in the name of Network  (the  "Network  Shares")  shall remain in
escrow  subject to  application  pursuant to Section 4 hereof until the one year
anniversary  of the  Effective  Time.  On such date the Escrow Agent may release
Network  Shares not needed to cover  potential  forfeitures  as provided  for in
Section 4(c) in the second and third years  following the Effective Time. On the
two year anniversary of the Effective Time, the Escrow Agent may release Network
Shares not needed to cover potential forfeitures as provided for in Section 4(c)
in the third year following the Effective Time. On the three year anniversary of
the  Effective  Time,  the Escrow  Agent may  release to the Network all Network
Shares remaining in the Escrow Fund.

                  (d)      Notwithstanding  the  above,  the  Escrow  Agent  may
continue to retain in escrow, subject to the terms of this Agreement, any Escrow
Shares that upon Acquiror's or Sub's reasonable  estimate are subject to dispute
or arbitration in accordance with the terms of this Agreement.

                  (e)      In  the  event  the  Escrow  Fund  contains any Other
Property,  such Other Property  shall be released  pursuant to the provisions of
this  Section 5 at the same  time that the  Escrow  Shares to which  such  Other
Property relates to is released.

                  (f)      Once all of the Escrow Shares and any Other  Property
have been  either  released  to Acquiror  for  cancellation  or returned to Rare
Telephony Shareholders,  the provisions of this Escrow Agreement shall no longer
be of any force and effect  and this  Escrow  Agreement  shall be deemed to have
terminated, other than the provisions of Section 6 and 7(g) below.

                                       9
<PAGE>

         6.       Fees and Expenses of Escrow Agent.

                  The Escrow  Agent shall be entitled  to  reimbursement  of all
fees and  reasonable  out-of-pocket  expenses  incurred  by the Escrow  Agent in
connection with the performance of his functions hereunder, including reasonable
fees and  disbursements of the attorneys and paralegals of Escrow Agent at their
respective  regularly  hourly  rates  then in effect  and the fees  incurred  by
outside counsel pursuant to Section 7(d) below. The  responsibility  for payment
of reimbursements to the Escrow Agent shall be assumed by Acquiror.

         7.       Duties and Liabilities of the Escrow Agent.

                  (a)      The  Escrow Agent  shall act hereunder as  depository
only, and it shall not be responsible or liable in any manner whatsoever for any
determinations  regarding the  cancellation  and forfeiture of the Escrow Shares
pursuant to Section 4 hereof.  It is agreed that the duties and  obligations  of
the Escrow Agent are those herein specifically  provided and no other. Except as
otherwise  specifically  provided in this Agreement,  the Escrow Agent shall not
have any liability  under, nor duty to inquire into, the terms and provisions of
any agreement or instrument, other than this Agreement. The duties of the Escrow
Agent are  ministerial  in  nature,  and the  Escrow  Agent  shall not incur any
liability  whatsoever  other  than  for  its own  willful  misconduct  or  gross
negligence.  Without limiting the generality of the foregoing,  the Escrow Agent
shall not have any duty or responsibility (i) to enforce or cause to be enforced
any of the terms and  conditions  contained  in the Merger  Agreement or (ii) to
verify the accuracy or sufficiency  of any notice or other document  received by
it in connection with this Agreement.

                  (b)      The  Escrow  Agent  shall  not  incur  any  liability
for following the instructions  herein  contained or expressly  provided for, or
written  instructions  given by the parties  hereto.  The Escrow Agent shall not
have any responsibility for the genuineness or validity of any document or other
material  presented to or deposited  with it nor shall it have any liability for
any  action  taken,   suffered  or  omitted  in  accordance   with  any  written
instructions  or  certificates  given to it hereunder and believed by it in good
faith to be what it  purports  to be and to be  signed  by the  proper  party or
parties.

                  (c)      The Escrow Agent  shall not be  liable  for any error
of  judgment,  or for any act done or step taken or omitted by it in good faith,
or for any  mistake of fact or law, or for  anything  which it may do or refrain
from doing in connection with this Agreement, except its own gross negligence or
willful misconduct.

                  (d)      The Escrow Agent  may consult  with,  and  obtain the
advice of, legal  counsel  selected by it in the event of any question as to any
of the  provisions  hereof or its duties  hereunder,  and the Escrow Agent shall
incur no liability and shall be fully  protected for any action taken,  suffered
or omitted by it in good faith in accordance with the advice of such counsel and
shall be reimbursed for such fees and expenses pursuant to Section 6 above.

                                       10
<PAGE>

                  (e)      In the event that the Escrow Agent shall be uncertain
as to its duties or rights hereunder or shall have received instructions, claims
or demands from any party hereto which, in its reasonable opinion, conflict with
any of the provisions of this Agreement or with instructions,  claims or demands
of any other party hereto, the Escrow Agent shall refrain from taking any action
and its sole  obligation  shall be to keep  safely all  property  held in escrow
hereunder  until  it  shall  be  directed  otherwise  in  writing  by all of the
surviving parties hereto or, with respect to a dispute under Section 4 hereof by
all of the parties to such dispute,  or by a final order by a court of competent
jurisdiction or by a judgment or order of an arbitrator  pursuant to Section 15,
or exercises its rights under Section 7 hereof.

                  (f)      The  Escrow Agent  shall not be required to institute
legal  proceedings  of any kind and shall not be  required to initiate or defend
any legal  proceedings  which may be  instituted  against  it in  respect of the
subject  matter of this  Agreement,  provided that the Escrow Agent shall at all
times take such action as is  reasonably  necessary  to keep safely all property
held in  escrow  hereunder.  If the  Escrow  Agent  does  elect  to so act or is
required  to so act in  order  to  keep  safely  all  property  held  in  escrow
hereunder, the Escrow Agent will do so only to the extent that it is indemnified
to its reasonable  satisfaction  against the cost and expense of such defense or
initiation.

                  (g)      The  parties  hereto  (other  than the Escrow  Agent)
shall  jointly and severally  indemnify and hold the Escrow Agent  harmless from
and  against any and all  losses,  claims.  damages.  liabilities  and  expenses
(including,  without limitation,  reasonable  attorneys' fees and disbursements)
arising  out of or in  connection  with any act or failure to act (other than by
reason of any willful  misconduct or gross negligence) on the part of the Escrow
Agent in  connection  with any of the duties  required  to be  performed  by the
Escrow  Agent  hereunder.  The terms of this  Section  7(g)  shall  survive  the
termination  of this Agreement and, with respect to claims arising in connection
with the Escrow Agent's duties while acting as such, the  resignation or removal
of the Escrow Agent.

                  (h)      At  any  time that the Escrow  Agent so chooses,  the
Escrow Agent may resign from its duties hereunder by giving not less than thirty
(30)  calendar  days'  prior  written  notice  to  Acquiror,  Sub,  and the Rare
Telephony Shareholders.  Prior to the expiration of such thirty (30) day period,
Acquiror,  Sub, and the Rare Telephony  Shareholders shall designate,  by mutual
consent,  a  successor  escrow  agent;   provided,   that   notwithstanding  any
resignation date set forth in the Escrow Agent' notice,  such resignation  shall
not take effect until receipt by the Escrow Agent of an instrument duly executed
by a successor escrow agent evidencing its appointment as Escrow Agent hereunder
and  acceptance  of this  Agreement.  If no successor  escrow agent is appointed
within such thirty (30) day period, the Escrow Agent may deposit the Escrow Fund
with a court of  competent  jurisdiction  as  provided in Section  7(j)  hereof,
whereupon  the Escrow Agent shall be  discharged  of all duties and  obligations
hereunder.

                  (i)      The  Escrow  Agent  may  be  removed  at any  time by
agreement of Acquiror,  Sub, and the Rare Telephony  Shareholders  by giving not
less than thirty (30) calendar  days' prior written  notice to the Escrow Agent.
Prior to the expiration of such thirty (30) day period,  Acquiror,  Sub, and the

                                       11
<PAGE>

Rare Telephony  Shareholders  shall  designate,  by mutual consent,  a successor
escrow agent. If no successor  escrow agent is appointed within such thirty (30)
day period and accepts the Escrow Fund and agrees to be bound by this Agreement,
the  Escrow  Agent  may  deposit  the  Escrow  Fund  with a court  of  competent
jurisdiction  as provided in Section  7(j)  hereof,  whereupon  the Escrow Agent
shall be discharged of all duties and obligations hereunder.

                  (j)      Notwithstanding  anything herein to the contrary,  in
the event of any disagreement  between any of the parties to this Agreement,  or
between them and any other person,  resulting in adverse claims or demands being
made against the Escrow Fund,  or in the event the Escrow Agent in good faith is
in doubt as to what action it should  take  hereunder,  the Escrow  Agent may be
discharged of its duties and obligations hereunder upon its deposit, at any time
after ten (10)  calendar  days'  written  notice to Acquiror,  Sub, and the Rare
Telephony   Shareholders,   of  the  Escrow  Fund  with  a  court  of  competent
jurisdiction  located in the  Commonwealth of  Pennsylvania.  The parties hereto
hereby submit to the personal  jurisdiction of any such court, waive any and all
right to contest  the  jurisdiction  of such  court,  and  consent to service of
process by the method and addresses set forth in Section 10 hereof.

                  (k)      The parties  hereto  acknowledge  that  Escrow  Agent
has served, and may serve in the future, as counsel to the Acquiror, the Sub and
their  affiliates.  In any matter or dispute  arising among the parties  hereto,
including  out of the Merger  Agreement,  this  Agreement,  or any  document  in
connection  therewith,  any party hereto may confer with, and be represented by,
such  counsel  and  such  counsel  shall  not  be  disqualified  from  any  such
representation as a result of being the Escrow Agent hereunder. Without limiting
the generality of the foregoing,  Buchanan  Ingersoll  Professional  Corporation
acting as Escrow  Agent  hereunder  shall not  present a conflict of interest in
connection with any representation by it of any or all of the Acquiror,  the Sub
or any affiliate thereof including, without limitation, in any matter adverse to
any party hereto, any such conflict of interest being hereby expressly waived.

         8.       Amendment.

                  This  Agreement  may be amended,  modified or rescinded by and
upon written  notice to the Escrow  Agent given by  Acquiror,  Sub, and the Rare
Telephony   Shareholders;   provided  that  the  rights,  duties,   liabilities,
indemnities  and  immunities of the Escrow Agent  hereunder may not be adversely
affected at any time without the written consent of the Escrow Agent.

                                       12
<PAGE>

         9.       Voting  of  Escrow  Shares;   Rights  During  Escrow   Period;
                  Restriction on Transfer.

                  All  rights to vote the Escrow  Shares  while they are part of
the Escrow Fund shall be retained by the Escrow Agent, who shall vote the Escrow
Shares in  accordance  with the  written  instructions  of the  applicable  Rare
Telephony  Shareholder.  While retained in escrow  pursuant to the terms of this
Agreement,  except as otherwise provided,  the Rare Telephony Shareholders shall
have no right,  title or  interest  in and to the Escrow  Fund  until  otherwise
released  from  escrow  pursuant  to  the  terms  hereof.   The  Rare  Telephony
Shareholders  shall not have any right to transfer or assign their  interests in
the Escrow  Shares in the Escrow  Fund during such period of time as such Shares
remain a part of the Escrow Fund  unless  Acquiror  shall  first have  consented
thereto in writing and provided  that any such  transferee  shall deliver to the
Escrow Agent a duly signed stock power  covering  such Escrow Shares and written
confirmation,  satisfactory  to the  Escrow  Agent and the  Acquiror,  that such
transferee  agrees to become a party to and be bound by the  provisions  of this
Agreement,  and the Escrow Agent shall hold such  transferee's  shares and stock
powers in escrow subject to this Agreement.

         10.      Notices.

                  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,  to the party for whom intended to the following  addresses (or
to such other addresses and facsimile numbers as a party may designate by notice
to the other parties):

                  (a)      if to the Rare Telephony Shareholders, or any  one of
                           them, at:

                           Thomas J. Vrabel
                           Rare Telephony, Inc.
                           657 Main Street, Suite 301
                           P.O. Box 9101
                           Passaic, NJ  07055-9101
                           Facsimile No: (973) 779-7991

                  If a Default  Notice,  a copy to the  defaulting  Hiree at the
                  address  set  forth  on the  signature  page  hereto  (or such
                  subsequent  address  provided by such Hiree to the Acquiror or
                  Sub).

                  (b)      if to Acquiror or the Sub at:

                                       13
<PAGE>

                           Frederick A. Moran
                           VDC Communications, Inc.
                           75 Holly Hill Lane
                           Greenwich,  CT  06830
                           Facsimile: (203) 552-0908

                           with a copy to:

                           Louis D. Frost, Esq.
                           VDC Communications, Inc.
                           75 Holly Hill Lane
                           Greenwich,  CT  06830
                           Facsimile: (203) 552-0908

                  (c)      If to the Escrow Agent to:

                           Joseph P. Galda, Esq.
                           Buchanan Ingersoll Professional Corporation
                           Eleven Penn Center
                           1835 Market Street, 14th Floor
                           Philadelphia, Pennsylvania  19103
                           Facsimile No. (215) 665-8760

         11.      Parties in Interest.

         This Agreement  shall be binding upon and shall inure to the benefit of
the successors, heirs, personal representatives and permitted assigns of each of
the parties hereto.

         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.      Governing Law.

         This  Agreement  shall be governed by and construed and  interpreted in
accordance  with the laws of the State of New  Jersey  applicable  to  contracts
executed and to be performed entirely within said State; provided, however, that
the provisions of Section 7(j) shall be governed by the laws of the Commonwealth
of Pennsylvania.

                                       14
<PAGE>

         14.      Severability.

         In case any provision in this Agreement shall be held invalid,  illegal
or  unenforceable,  the validity,  legality and  enforceability of the remaining
provisions  hereof will not in any way be affected or impaired  thereby,  unless
the  provisions  held  invalid  shall  substantially  impair the benefits of the
remaining portions of this Agreement.

         15.      Arbitration.

         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 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
above).  The cost of the  arbitration,  including  the fees and  expenses of the
arbitrator,  shall be shared  equally by the  parties  thereto  unless the award
otherwise provides (except as provided in Section 4 above). 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.

         16.      Pronouns.

                  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.

         17.      Construction.

                  This Agreement 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 is the product of negotiations  among the parties and that the parties
have contributed to the final preparation of this Agreement.

         18.      Read and Understood.

                  Each party  acknowledges  that (i) it has carefully  read this
Agreement,  (ii) it has had the assistance of legal counsel of its choosing (and
such other  professionals and advisors as it has deemed necessary) in the review
and  execution  hereof,  (iii) the meaning  and effect of the various  terms and
provision  hereof have been fully  explained to it by such counsel,  (iv) it has
conducted such investigation,  review and analysis as it has deemed necessary to

                                       15
<PAGE>

understand the provisions of this  Agreement and the  transactions  contemplated
hereby, and (v) it has executed this Agreement of its own free will.

         19.      Effective Time.

                  This  Agreement  shall become  effective as of the  "Effective
Time" of the Merger (as defined in the Merger  Agreement).  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.


            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                       16
<PAGE>

         IN WITNESS  WHEREOF,  the  parties  hereto have duly caused this Escrow
Agreement to be executed as of the date first written above.

<TABLE>
<CAPTION>

<S>                                                          <C>
Attest:                                                      VDC COMMUNICATIONS, INC.


By: /s/ Louis D. Frost                                       By: /s/ Frederick A. Moran
   -------------------------------------                        --------------------------------------
                                                                   Frederick A. Moran
                                                                   Chief Executive Officer

Attest:                                                      VOICE & DATA COMMUNICATIONS
                                                             (LATIN AMERICA), INC.


By: /s/ Louis D. Frost                                       By: /s/ Frederick A. Moran
   -------------------------------------                        --------------------------------------
                                                                   Frederick A. Moran
                                                                   Chief Executive Officer

Witness                                                      RARE TELEPHONY SHAREHOLDERS:

/s/ Debra Santa Lucia                                        /s/ Thomas J. Vrabel
----------------------------------------                     -----------------------------------------
Name: Debra Santa Lucia                                      Signature
Address:____________________________                         Name: Thomas J. Vrabel
____________________________________                         Address:

                                                             Fax No:

Witness

/s/ Debra Santa Lucia                                        /s/ Peter Salzano
----------------------------------------                     -----------------------------------------
Name: Debra Santa Lucia_____________                         Signature
Address:____________________________                         Name: Peter J. Salzano
____________________________________                         Address:

                                                             Fax No:

Witness

/s/ Debra Santa Lucia                                        /s/ Armando Medina
----------------------------------------                     -----------------------------------------
Name: Debra Santa Lucia_____________                         Signature
Address:____________________________                         Name: Armando Medina
____________________________________                         Address:

                                                             Fax No:

                                       17
<PAGE>

Witness

/s/ Debra Santa Lucia                                        /s/ Christopher LeFebvre
----------------------------------------                     -----------------------------------------
Name: Debra Santa Lucia_____________                         Signature
Address:____________________________                         Name: Christopher LeFebvre
____________________________________                         Address:

                                                             Fax No: _____________________
Witness

/s/ Debra Santa Lucia                                        /s/ Arthur Scuttaro
----------------------------------------                     -----------------------------------------
Name: Debra Santa Lucia_____________                         Signature
Address:____________________________                         Name: Arthur Scuttaro
____________________________________                         Address:

                                                             Fax No: _____________________
Witness

/s/ Christian J. Peterson                                    /s/ Debra Santa Lucia
----------------------------------------                     -----------------------------------------
Name: Christian J. Peterson                                  Signature
Address:                                                     Name: Debra Santa Lucia
                                                             Address:

                                                             Fax No: _____________________
Witness

/s/ Debra Santa Lucia                                        /s/ Peter J. Salzano           ,President
----------------------------------------                     -----------------------------------------
Name: Debra Santa Lucia_____________                         Signature
Address:____________________________                         Name:  Network Consulting Group, Inc.
____________________________________                         Address:

                                                             Fax No:
Witness

/s/ Debra Santa Lucia                                        /s/ Robert Paterno
----------------------------------------                     -----------------------------------------
Name: Debra Santa Lucia_____________                         Signature
Address:____________________________                         Name: Robert Paterno
____________________________________                         Address:

                                                             Fax No: _____________________

                                       18
<PAGE>

Witness

/s/ Debra Santa Lucia                                        /s/ Paul Kaufman
----------------------------------------                     -----------------------------------------
Name: Debra Santa Lucia_____________                         Signature
Address:____________________________                         Name: Paul Kaufman
____________________________________                         Address:

                                                             Fax No:
Witness

/s/ Debra Santa Lucia                                        /s/ Richard Roccia
----------------------------------------                     -----------------------------------------
Name: Debra Santa Lucia_____________                         Signature
Address:____________________________                         Name: Richard Roccia
____________________________________                         Address:

                                                             Fax No:
Witness

/s/ Debra Santa Lucia                                        /s/ Timothy Grace
----------------------------------------                     -----------------------------------------
Name: Debra Santa Lucia_____________                         Signature
Address:____________________________                         Name:  Timothy Grace
____________________________________                         Address:

                                                             Fax No:
Witness

/s/ Debra Santa Lucia                                        /s/ Godwin Cruz
----------------------------------------                     -----------------------------------------
Name: Debra Santa Lucia_____________                         Signature
Address:____________________________                         Name:  Godwin Cruz
____________________________________                         Address:

                                                             Fax No:
Witness

/s/ Debra Santa Lucia                                        /s/ Alberto Roman
----------------------------------------                     -----------------------------------------
Name: Debra Santa Lucia_____________                         Signature
Address:____________________________                         Name:  Alberto Roman
____________________________________                         Address:

                                                             Fax No: _____________________

                                       19
<PAGE>

Witness

/s/ Debra Santa Lucia                                        /s/ Ivel Turner
----------------------------------------                     -----------------------------------------
Name: Debra Santa Lucia_____________                         Signature
Address:____________________________                         Name:  Ivel Turner
____________________________________                         Address:

                                                             Fax No:

Witness

/s/ Debra Santa Lucia                                        /s/ Williams Jean Charles
----------------------------------------                     -----------------------------------------
Name: Debra Santa Lucia_____________                         Signature
Address:____________________________                         Name:  Williams Jean Charles
____________________________________                         Address:

                                                             Fax No:

</TABLE>

                               ESCROW AGENT:

                               Buchanan Ingersoll Professional Corporation

                               By:      /s/ Joseph P. Galda
                                  ----------------------------------------------
                                        Joseph P. Galda, Shareholder



                                       20
<PAGE>


                                Schedule 4(b)(i)


Arthur Scuttaro
Armando Medina
Thomas J. Vrabel
Peter J. Salzano
Robert Paterno
Timothy Grace
Godwin Cruz
Christopher LeFebvre
Alberto Roman
Debra Santa Lucia
Ivel Turner
Williams Jean Charles




                                       21
<PAGE>


                               Schedule 4(b)(i) II
                               -------------------
<TABLE>
<CAPTION>

Rare Telephony Shareholder                                             Number of Shares
--------------------------                                             ----------------

<S>                                                                            <C>
Arthur Scuttaro                                                                 62,661

Armando Medina                                                                  62,661

Thomas Vrabel                                                                  503,306

Peter Salzano                                                                  125,167

Robert Paterno                                                                 239,943

Timothy Grace                                                                    6,204

Godwin Cruz                                                                      6,204

Christopher LeFebvre                                                            31,331

Alberto Roman                                                                    6,204

Debra Santa Lucia                                                               12,563

Ivel Turner                                                                      3,102

Williams Jean Charles                                                            3,102

Network Consulting Group, Inc.                                                 438,628

Paul Kaufman                                                                    24,972

Richard Roccia                                                                  24,972

</TABLE>


                                       22
<PAGE>



                                  Schedule 5(a)
                                  -------------

Paul Kaufman                  24,972 shares
Richard Roccia                24,972 shares


                                       23