NETWORK AGREEMENT
                                -----------------


         THIS  AGREEMENT is dated as of the 25th day of May,  2000, by and among
Network  Consulting  Group,  Inc.,  ("Network")  and  VDC  Communications,  Inc.
("VDC").

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

         WHEREAS,  pursuant to a Merger Agreement by and among VDC, Voice & Data
Communications (Latin America), Inc. (the "Sub"), 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 dated
May 25, 2000 (the "Merger  Agreement"),  Rare Telephony will be merging with and
into the Sub (the "Merger") for shares of common stock of VDC (the "Shares");

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

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

         WHEREAS,  attached  hereto as Exhibit  "A" and  incorporated  herein by
reference is a list of certain leases to which Network is a party ("Leases").

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration,  the receipt and
sufficiency of which are hereby acknowledged,  the parties hereto,  intending to
be legally bound, hereby agree as follows:

1.       Additional Payments.  VDC shall pay to Network TEN DOLLARS  AND  NO/100
         --------------------
($10.00).

2.       Performance Under Leases.
         -------------------------

         (a)      Network  shall make each and every payment  (other than end of
Lease fair  market  value or ONE DOLLAR AND NO/100  ($1.00)  payments)  due from
Network under the Leases.

         (b)      Network shall otherwise fully  perform all of its  agreements,
duties,  responsibilities,  obligations,  and covenants under each of the Leases
(other  than end of Lease fair  market  value or ONE  DOLLAR AND NO/100  ($1.00)
payments).

3.       End of Lease  Payments.  Within thirty (30) calendar days of the end of
         -----------------------
each Lease,  Network  shall  notify VDC in writing of the fact that the Lease is
about to end. Upon the payment of the end of Lease payment (i.e. the FMV payment
or the ONE DOLLAR AND NO/100 ($1.00)  payment) by VDC or one of its subsidiaries
or  affiliates  to either  Network or the lessor under the Lease,  in VDC's sole
discretion,  Network  shall  immediately  take any and all action  necessary  or
appropriate   (including,   without  limitation  the  execution  of  document(s)
requested  by VDC's  counsel) to transfer  all of Network's  right,  title,  and
interest in and to the equipment or property that is the subject of the Lease to

<PAGE>

VDC or one of its subsidiaries or affiliates,  as directed by VDC. Additionally,
at any  time  thereafter,  Network  shall  execute  and  deliver  or cause to be
executed and delivered such further  instruments  of conveyance,  assignment and
transfer  and  take  such  further  action  as VDC may  request  in  order  more
effectively to sell, assign, convey,  transfer,  reduce to possession and record
title to the  equipment  or property  that is the subject of the Lease.  Network
agrees to cooperate  with VDC in all respects to assure the  continued  title to
and  possession of such  equipment and property in VDC or the VDC  subsidiary or
affiliate of VDC's choosing.

4.       Certain Remedies for VDC in the Event of Default.  IF NETWORK  BREACHES
         -------------------------------------------------
ANY  MATERIAL  TERM OF THIS  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 VDC OR THE LESSOR,  OR ITS AGENT,  FOR ANY LEASE) (EACH SUCH BREACH AND
FAILURE TO CURE  CONSTITUTING A "NETWORK DEFAULT EVENT"),  NETWORK SHALL FORFEIT
SHARES  ISSUED IN ITS NAME  PURSUANT  TO THE MERGER AND  MERGER  AGREEMENT  (THE
"NETWORK  SHARES")  UPON THE  TERMS  AND  CONDITIONS  SET  FORTH  IN THE  ESCROW
AGREEMENT.  TO THE EXTENT  THERE ARE NOT  ENOUGH  NETWORK  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 VDC, NETWORK
SHALL DELIVER  ADDITIONAL VDC SHARES TO VDC FOR  CANCELLATION  TO COVER ANY SUCH
DEFICIENCY.  NETWORK  ACKNOWLEDGES AND AGREES THAT THE FORFEITURE OF THE NETWORK
SHARES IS IN  ADDITION  TO ANY  OTHER  REMEDIES  WHICH  VDC MAY HAVE AT LAW,  IN
EQUITY,  OR OTHERWISE.  WITHOUT  LIMITING THE GENERALITY OF THE  FOREGOING,  THE
PARTIES HEREBY AGREE THAT EVEN IN THE EVENT OF A NETWORK  DEFAULT EVENT PURSUANT
TO WHICH THE NETWORK  SHARES ARE FORFEITED IN  ACCORDANCE  WITH THE TERMS OF THE
ESCROW AGREEMENT,  NETWORK SHALL STILL BE OBLIGATED TO PAY AND PERFORM UNDER THE
LEASES AND VDC SHALL BE  ENTITLED  TO  RECOVER  MONETARY  DAMAGES  AND ALL OTHER
REMEDIES AVAILABLE AT LAW, EQUITY, OR OTHERWISE.

5.       Certain Representations and Warranties of Network.
         --------------------------------------------------

         (a)      Network represents and warrants to VDC as follows:

                  (1)      If  Network  is a  corporation  or a  company,  it is
duly organized or duly formed,  validly existing, and in good standing under the
laws of the jurisdiction of its incorporation or formation and has the corporate
or company  power and authority to own its property and carry on its business as
owned and carried on at the date hereof and as contemplated  hereby.  Network is
duly  licensed or qualified  to do business and in good  standing in each of the
jurisdictions  in which the failure to be so licensed or qualified  would have a
material adverse effect on its financial condition or its ability to perform its
obligations hereunder.  Network has the individual,  corporate, or company power
and  authority  to  execute  and  deliver  this  Agreement  and to  perform  its
obligations  hereunder  and the financial  resources to perform its  obligations
hereunder, if Network is a corporation or partnership, the execution,  delivery,
and  performance  of this  Agreement  has been duly  authorized by all necessary
corporate or partnership  action.  This Agreement  constitutes the legal, valid,
and binding obligation of Network.

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<PAGE>

                  (2)      Neither the execution,  delivery,  and performance of
this Agreement nor the consummation by Network of the transactions  contemplated
hereby  (i) will  conflict  with,  violate,  or result in a breach of any of the
terms,  conditions,   or  provisions  of  any  law,  regulation,   order,  writ,
injunction,  decree,  determination,  or award of any  court,  any  governmental
department,  board,  agency,  or  instrumentality,  domestic or foreign,  or any
arbitrator,  applicable to Network or any of its wholly owned  affiliates,  (ii)
will  conflict  with,  violate,  result in a breach of, or  constitute a default
under  any  of  the  terms,  conditions,   or  provisions  of  the  articles  of
incorporation,  bylaws,  or  company  agreement  of Network or any of its wholly
owned  affiliates  if Network is a  corporation  or company,  or of any material
agreement or instrument  to which Network or any of its wholly owned  affiliates
is a party or by which  Network or any of its wholly owned  affiliates is or may
be bound or to which any of its material properties or assets is subject,  (iii)
will conflict with,  violate,  result in a breach of, constitute a default under
(whether  with  notice  or lapse of time or  both),  accelerate  or  permit  the
acceleration  of the  performance  required  by,  give to  others  any  material
interests or rights,  or require any consent,  authorization,  or approval under
any indenture,  mortgage, lease agreement, or instrument to which Network or any
of its  wholly  owned  affiliates  is a party or by which  Network or any of its
wholly owned  affiliates is or may be bound, or (iv) will result in the creation
or  imposition  of any lien  upon any of the  material  properties  or assets of
Network or any of its wholly owned affiliates.

                  (3)      There  are  no  actions,   suits,   proceedings,   or
investigations  pending  or, to the  knowledge  of  Network or any of its wholly
owned affiliates,  threatened  against or affecting Network or any of its wholly
owned affiliates or any of their properties,  assets, or businesses in any court
or before or by any governmental department,  board, agency, or instrumentality,
domestic or foreign, or any arbitrator which could, if adversely determined (or,
in the case of an investigation  could lead to any action,  suit, or proceeding,
which if adversely determined could) reasonably be expected to materially impair
Network's  ability to perform its obligations  under this Agreement or to have a
material adverse effect on the consolidated  financial condition of Network; and
Network or any of its wholly owned  affiliates  has not  received any  currently
effective  notice  of any  default,  and  Network  or any  of its  wholly  owned
affiliates is not in default,  under any  applicable  order,  writ,  injunction,
decree,  permit,  determination,   or  award  of  any  court,  any  governmental
department,  board,  agency,  or  instrumentality,  domestic or foreign,  or any
arbitrator  which could  reasonably be expected to materially  impair  Network's
ability to perform its  obligations  under this  Agreement or to have a material
adverse effect on the consolidated financial condition of Network.

                  (4)      All parties to all of the Leases have  performed  all
obligations  required to be performed to date under such Leases, and no party is
in default or in arrears  under the terms  thereof,  and no condition  exists or
event has  occurred  which,  with the giving of notice or lapse of time or both,
would constitute a default thereunder.

                  (5)      Under  the  terms of each  Lease,  at the end of each
Lease, Network has the right to obtain free and clear title to the equipment and
property  that is the  subject of each  Lease  upon  payment of either an end of
Lease fair market value payment or ONE DOLLAR AND NO/100 ($1.00) payment.

                                       3
<PAGE>

                  (6)      Exhibit "A"  hereto is  a true and  accurate  summary
of the  leases  referenced  therein.  There are no leases to which  Network is a
party for equipment used by Rare Telephony  and/or its  subsidiaries  other than
those listed in Exhibit "A."

         (b)      Network shall indemnify, protect,  defend (with counsel chosen
by VDC) and hold harmless VDC, and its officers,  directors,  employees, agents,
representatives,    subsidiaries,    affiliates,    and   controlling   entities
(collectively,  "Indemnified  Persons")  for,  and will  pay to the  Indemnified
Persons the amount of, any loss, liability,  claim, damage,  expense (including,
without limitation, attorneys' fees and an allocable portion of in-house counsel
fees) or the diminution of value,  whether or not involving a third-party claim,
directly  or  indirectly  from or in  connection  with  any  inaccuracy  of,  or
associated  with,  any  representation  or  warranty  made  by  Network  in this
Agreement. The rights to indemnification  hereunder shall 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, warranty, or obligation.

6.       Guaranty.  The  performance  and  payments of  Network pursuant to this
         ---------
Agreement  and the Leases are  guaranteed  by a Guaranty  Agreement of even date
executed by Peter J. Salzano.

7.       Miscellaneous.
         --------------

         (a)      Except as otherwise provided in this Agreement  (or  otherwise
authorized by VDC in writing in advance), Network is not authorized to act as an
agent for, or legal representative of, VDC or its subsidiaries or affiliates and
Network  shall not have the  authority  to assume or create  any  obligation  on
behalf  of,  in the  name  of,  or  binding  upon  VDC or  its  subsidiaries  or
affiliates. This Agreement does not create a joint venture or partnership of any
kind between the parties.

         (b)      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.

         (c)      This Agreement shall be binding  upon and inure to the benefit
of the parties hereto and their respective heirs, successors and assigns.

         (d)      Network  shall  not  assign  this  Agreement   to   any  other
corporation,  firm or person  without the express and written  prior  consent of
VDC. VDC may assign this Agreement without Network's consent.

         (e)      This Agreement  may not be  amended  except  by an  instrument
in writing, executed by the parties.

                                       4
<PAGE>

         (f)      If any term or provision of this  Agreement  is  determined to
be illegal,  unenforceable,  or invalid in whole or in part for any reason by an
arbitrator or court of competent jurisdiction,  such illegal,  unenforceable, or
invalid  provisions or part(s) thereof shall be stricken from this Agreement and
such provision shall not affect the legality, enforceability, or validity of the
remainder of this section, then the stricken provision shall be replaced, to the
extent  possible,  with a legal,  enforceable,  and valid  provision  that is as
similar in tenor to the stricken provision as is legally possible.

         (g)      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.

         (h)      Each  right  and  remedy  granted  to VDC under this Agreement
shall be  cumulative  and in addition  to any other right or remedy  existing in
equity,  at law, by virtue of statute or otherwise,  and may be exercised by VDC
from time to time  concurrently or independently  and as often and in such order
as VDC may elect. Any failure or delay on the part of VDC in exercising any such
right or remedy shall not operate as a waiver thereof.

         (i)      The parties  acknowledge  that the  execution  and delivery of
this  Agreement was a material  inducement to VDC's  decision to consummate  the
Merger.

         (j)      The  recitals  to  this  Agreement  constitute  part  of  this
Agreement.

         (k)      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 party):

                  (a)      if to Network at:
                           Peter J. Salzano
                           Network Consulting Group, Inc.
                           101 Route 46E
                           Pine Brook, NJ  07058
                           Facsimile No: (973) 882-8520

                                       5
<PAGE>

                  (b)      if to VDC at:

                           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


         (l)      This  Agreement  shall  be  governed  by  and  construed   and
interpreted in accordance  with the laws of the State of Connecticut  applicable
to  contracts  executed  and to be  performed  entirely  within said State.  All
controversies  or claims arising out of or relating to this  Agreement  shall be
determined by binding arbitration applying the laws of the State of Connecticut.
The arbitration  shall be conducted at VDC's offices in Greenwich,  Connecticut,
or at such other  location  designated by VDC,  before the American  Arbitration
Association.  The decision of the arbitrator(s)  shall be final and binding upon
the  parties,  and  judgment  may be obtained  thereon in any court of competent
jurisdiction. Except as provided in Section 7(m), each party shall bear the cost
of preparing and  presenting  its own case.  Except as provided in Section 7(m),
the  cost  of  the   arbitration,   including  the  fees  and  expenses  of  the
arbitrator(s),  shall be shared  equally by the parties  hereto unless the award
otherwise  provides.   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.

         (m)      Network agrees unconditionally upon demand to pay or reimburse
VDC and to hold VDC harmless against liability for the payment of all reasonable
out-of-pocket  costs,  expenses and disbursements,  including but not limited to
fees and expenses of counsel, incurred by VDC in connection with the enforcement
of this  Agreement  or  collection  of amounts  due  hereunder  or the proof and
allowability of any claim arising under this Agreement.

         (n)      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  between  the  parties  and that the
parties have contributed to the final preparation of this Agreement.

         (o)      The following sections (including all subsections  thereto) of
the Agreement,  without limitation, shall be deemed material: Section 2, Section
3, Section 4, Section 5, Section 7(l), Section 7(m), and Section 7(p).

                                       6
<PAGE>

         (p)      Within ten (10) calendar days of receipt of a written  request
from VDC,  Network shall provide VDC with a statement (sworn to by the President
or CEO of Network  before a Notary  Public and signed by said Notary  Public and
said  President  or CEO) that,  as of the date of said  statement,  Network  has
complied with all material  terms of this  Agreement.  Network shall provide VDC
with a copy of any notice of default, breach, or late or missed payment received
by Network  for any Lease  within two (2)  calendar  days of receipt by Network.
Within ten (10) calendar days of receipt of a written request from VDC,  Network
shall provide VDC with such unaudited  financial or other  statements  regarding
the condition and operations of Network as VDC may from time to time  reasonably
request.

         (q)      Upon  Network's  failure  to  pay  any  amount  or perform any
obligation  under any Lease when due, VDC (or any subsidiary or affiliate of its
choosing) shall have the right,  but shall not be obligated,  to pay such sum or
perform such obligation, whereupon such sum or cost of such performance shall be
due from  Network and payable to VDC (or the  subsidiary  or  affiliate  thereof
performing),  with interest  thereon at fifteen percent (15%) per annum from the
date such payment or performance was made.

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

         (s)      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 at the closing of
the Merger.

         IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day
and year first above written.



ATTEST:                                     VDC:



                                       7
<PAGE>

/s/ Louis D. Frost                          VDC COMMUNICATIONS, INC.
------------------------------------
Signature
                                            By:    /s/ Frederick A. Moran
                                               ---------------------------------
Louis D. Frost                                     Frederick A. Moran
------------------------------------               Chief Executive Officer
Print Name



ATTEST:                                     NETWORK:

/s/ Debra Santa Lucia                       NETWORK CONSULTING GROUP, INC.
------------------------------------
Signature
                                            By:      /s/ Peter J. Salzano, Pres
                                               ---------------------------------
Debra Santa Lucia                                    Peter J. Salzano
------------------------------------                 President
Print Name




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