INDEPENDENT CONTRACTOR AGREEMENT
                        --------------------------------


         THIS  AGREEMENT is dated as of the 25th day of May,  2000, by and among
Peter J. Salzano, an adult individual  (hereinafter referred to as "Contractor")
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, as the same may be amended,
(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 o f  this  Agreement,  the  Contractor
was a contractor 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 recitals and mutual agreements
herein  contained  and other good and  valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed as follows:

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

         (a)      Subject  to  the  terms and conditions of this Agreement,  the
Company hereby  engages the  Contractor as an independent  contractor to perform
the  services  set  forth  herein,   and  the  Contractor  hereby  accepts  such
engagement.  The Company  hereby engages the Contractor to provide the following
services, among others, on a monthly basis to the Company and, at the request of
the  Company's  Board of Directors  (the "Board" or "Board of  Directors"),  its
subsidiaries, upon the terms and conditions herein:

                  (1)      Assist in debugging  the web site (the  "Free  Site")
for Free dot Calling.com, Inc. ("Free");

                  (2)      Provide editing, marketing  consulting,   design  and
implementation recommendations for the Free Site;

                  (3)      Ensure  that  the Free Site is  functioning  properly
from a customer acquisition and satisfaction standpoint;

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                  (4)      Review  the  work  performed  by outside  programmers
from a non-technical users standpoint to check all links;

                  (5)      Work with Company  staff  and  web  site  development
engineers to order corrections when approved by management;

                  (6)      Ensure   that   the   Free   Site  has  a  method  of
ascertaining  and  recording  how a customer at the Free Site was referred to or
became  aware of the Free Site in a  neutral  and  unbiased  manner so as not to
suggest or direct the customer to a particular answer; and

                  (7)      Once  the   Free  Site  is   operating  successfully,
Contractor  will  continue to work to improve the web site's  content and create
and maintain an attractive and "sticky" web site for customers.

         (b)      The Contractor  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  5(b)  below)  and are
available as of the Effective Time (as defined below) or become available to the
Contractor during the Engagement  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  Contractor  for  such  opportunities.   The
Contractor further agrees that any and all inventions, discoveries, developments
and  innovations  conceived  by the  Contractor  during  the  Engagement  Period
relative to the duties under this Agreement  shall be the exclusive  property of
the Company; and the Contractor hereby assigns all right, title, and interest in
the same to the Company.

         (c)      This engagement  shall  commence,  and  this  Agreement  shall
become  effective,  upon the Effective Time (as defined in the Merger Agreement)
and shall end on the third  anniversary  of the  Effective  Time,  unless sooner
terminated as provided  herein.  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.

         (d)      Contractor shall devote his best efforts,  energy and skill to
such engagement.

         (e)      Without  the  prior  written  permission  of  the   Board   of
Directors, the Contractor shall not enter into agreements,  execute instruments,
contractually  bind,  or  incur  expenses  on  behalf  of  the  Company  or  its
subsidiaries.  Without the prior  written  permission of the Board of Directors,
Contractor shall not represent to any individual or entity that he is an officer
or authorized representative of VDC or any subsidiary or affiliate thereof.

2.       Commission and Expense Reimbursement.
         -------------------------------------

         (a)      For the Contractor  duly rendering his services to the Company
and its subsidiaries pursuant to the terms of this Agreement,  the Company shall
pay to the  Contractor a  commission  on the terms and  conditions  set forth on
Exhibit "A" hereto and incorporated herein by reference (the  "Commission").  No
taxes  will be  deducted  from the  Contractor's  Commission.  At year end,  the
Company  will  file a 1099  Form  with the IRS  indicating  the  amount  paid to
Contractor during the year. The Company shall not be responsible for withholding
taxes  with  respect  to the  Contractor's  Commission  hereunder.  Because  the

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Contractor will be serving as an independent contractor, the Contractor shall be
solely  responsible  for  and  shall  indemnify  the  Company  and  all  of  its
subsidiaries and affiliates against all employment taxes, if any, including, but
not limited to social security taxes, unemployment taxes, and withholding taxes,
arising out of his service to the Company or its subsidiaries.

         (b)      The  Company  will  pay  or  reimburse   Contractor   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.  Contractor  shall keep  detailed and  accurate  records of expenses
incurred in  connection  with the  performance  of his  services  hereunder  and
reimbursement therefor.

3.       Certain  Benefits.   The  Contractor  shall  have  no claim against the
         ------------------
Company or its  subsidiaries  or affiliates  hereunder or otherwise for vacation
pay, sick leave,  retirement benefits,  social security,  worker's compensation,
health or disability  benefits,  unemployment  insurance  benefits,  or employee
benefits of any kind.

4.       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
Contractor  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 15),
(vi) such conduct as results or as is  reasonably  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 Contractor 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 in writing,  and  communicated  to Contractor in
writing,  the  Company  may  at  any  time  thereafter  terminate   Contractor's
engagement  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.

         Notwithstanding the foregoing,  in the event that the basis for the for
"cause"  termination is the reason set forth in subsection  (iv), (v), or (viii)
above,  then prior to the  termination,  Contractor shall first be given written
notice of the facts or circumstances  constituting the  determination of "cause"
and up to fifteen (15) calendar  days to cure,  rectify or reverse such facts or
circumstances.  If,  in the  sole  discretion  of the  Board of  Directors,  the
presence of the  Contractor  in the  Company's  offices  during this cure period
would  be  disruptive  to the  Company's  operations  or the  operations  of its
subsidiaries or would potentially  result in the  misappropriation  or misuse of
Confidential  Information (as defined below), then the opportunity to cure shall
take place outside of the Company's  offices.  If the Contractor is permitted in
the Company's  offices  during the cure period and the  Contractor  disrupts the
Company's operations or the operations of its subsidiaries or misappropriates or
misuses Confidential  Information then the cure period shall immediately end and
the  Company  may at  any  time  thereafter  terminate  Contractor's  engagement

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<PAGE>

hereunder by written notice to him,  effective  immediately  and the date of the
notice shall be the termination date.

         Upon the  early  termination  of  Contractor's  engagement  under  this
Agreement by the Company for "cause," the Company shall pay to  Contractor:  (i)
an amount equal to Contractor's Commission 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
Contractor  under this  Agreement,  and Contractor  shall have no further rights
under  this  Agreement.  To the  extent  the final  payments  referenced  in the
preceding  two sentences are offset as provided for in Section 19, said payments
shall be deemed to have been made for purposes of the preceding  two  sentences.
Upon the early  termination of Contractor's  engagement  under this Agreement by
the Company for  "cause," a percentage  of the Shares  issued in the name of the
Contractor  in connection  with the Merger (the  "Contractor  Shares")  shall be
forfeited and surrendered to VDC for cancellation as set forth in Section 4(e).

         (b)      Termination by Company without  "Cause".    At  any  time, the
                  ----------------------------------------
Company may  terminate  Contractor's  engagement  hereunder for any reason or no
reason other than for "cause" upon five (5) calendar days written  notice to the
Contractor. Upon the early termination of the Contractor's engagement under this
Agreement  by  the  Company  "without  cause,"  the  Company  shall  pay  to the
Contractor:  (i) an amount equal to the Contractor's  Commission 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.  To the extent the final payments  referenced
in the  preceding  sentence  are  offset as  provided  for in Section  19,  said
payments  shall be  deemed  to have  been  made for  purposes  of the  preceding
sentence.  Additionally,  as long as the Contractor  does not violate either the
terms and  conditions  of this  Agreement  that survive the  termination  of the
engagement (the "Surviving Terms"), including, without limitation, Section 4(e),
Section 5, Section 6, Section 9, and Section 20, or the terms and  conditions of
a Covenant Not to Compete in a License  Agreement by and between  Contractor and
Free (the "Email License"), Contractor shall continue to receive the Commission.
If Contractor  does violate any Surviving Term or the Covenant Not to Compete in
the  Email  License,  then  the  Company's  payment  of and  liability  for  the
Commission,  except  to  the  extent  earned  prior  to  such  violation,  shall
immediately  terminate forever and Contractor shall have no further rights under
this  Agreement.   Notwithstanding  the  foregoing,  if  Contractor  violates  a
Surviving Term in Section 5 or the Covenant Not to Compete in the Email License,
then the Commission shall only be forfeited if upon notice from the Company, the
Contractor  does not cease such  violation and cause such violation to be ceased
within sixty (60) calendar days of the notice from the Company. If Contractor is
able to cease such  violation and cause such violation to be ceased within sixty
(60)  calendar  days of the  notice  from the  Company,  then  Contractor  shall
continue to receive the Commission;  provided,  however,  that Contractor  shall
have forever  forfeited  all  Commissions  to which he would have been  entitled
during  the term of the  violation.  If  Contractor  is  unable  to  cease  such
violation and cause such  violation to be ceased within sixty (60) calendar days
of the notice from the Company,  then the Commission shall immediately terminate
forever  and  Contractor  shall have no  further  rights  under this  Agreement.
Notwithstanding  the forgoing,  the Company's  obligation to pay  Contractor the
Commission shall immediately terminate forever if: (1) VDC, the Company, or Free

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has  terminated  or shut down the Free Site for more than thirty  (30)  calendar
days; or (2) the Email License is terminated.

         (c)      Death of Contractor.   This  Agreement   shall   automatically
                  --------------------
terminate  upon the  death of  Contractor.  Upon the early  termination  of this
Agreement as a result of death, the Company shall pay the  Contractor's  estate:
(i) an amount equal to the Contractor's Commission 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.  Except as set forth below,  upon payment of such amounts,
the Company  shall have no further  obligation to Contractor or his estate under
this Agreement, and Contractor and his estate shall have no further rights under
this Agreement. To the extent the final payments referenced in the preceding two
sentences  are offset as  provided  for in Section 19,  said  payments  shall be
deemed to have been made for purposes of the  preceding  two  sentences.  In the
event that the Contractor dies during the term of the engagement hereunder, then
the Company shall pay the Commission to the Contractor's  estate for a period of
seven (7) years (or such shorter period of time that the  Commission  would have
otherwise been payable to Contractor under the terms of this Agreement) from the
date of his death if, and only if, the following three conditions  precedent are
satisfied:  (1) the estate of the Contractor provides the Company's counsel with
an original death  certificate for the  Contractor;  (2) the President or CEO of
the  Company  provides  a sworn  affidavit  confirming  that to the  best of his
knowledge the Contractor, prior to his death, had not violated any material term
of this  Agreement;  and (3) in the  sixty  (60)  calendar  days  following  the
Contractor's death, counsel for the Company is satisfied that Contractor,  prior
to his death, had not violated any material term of this Agreement.

         (d)      Termination by Contractor.  At any time after  the  six  month
                  --------------------------
anniversary  of the date of this  Agreement,  the  Contractor  may terminate his
engagement  under this  Agreement by giving at least thirty (30) calendar  days'
prior written notice to the Company.  Upon the early termination of Contractor's
engagement  under this  Agreement by the Company for "cause," the Company  shall
pay to  Contractor:  (i) an  amount  equal to  Contractor's  Commission  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  Contractor  under  this  Agreement,  and
Contractor shall have no further rights under this Agreement.  To the extent the
final payments  referenced in the preceding two sentences are offset as provided
for in Section 19, said payments  shall be deemed to have been made for purposes
of the preceding  two  sentences.  Upon the early  termination  of  Contractor's
engagement  under this Agreement by the Contractor  pursuant to this Section,  a
percentage of the  Contractor  Shares shall be forfeited and  surrendered to VDC
for cancellation as set forth in Section 4(e).

         (e)      Forfeiture of Shares.  IF THE  CONTRACTOR  IS  TERMINATED  FOR
                  ---------------------
"CAUSE" (PURSUANT TO SECTION 4(A).),  RESIGNS FROM THIS ENGAGEMENT  (PURSUANT TO
SECTION  4(D)),  OR BREACHES A MATERIAL TERM OF THIS  AGREEMENT  (ANY SUCH EVENT
CONSTITUTING A "DEFAULT  EVENT"),  THEN THE  CONTRACTOR  SHALL FORFEIT (AND SAID
SHARES  SHALL  BE  SURRENDERED  TO VDC FOR  CANCELLATION)  A  PERCENTAGE  OF THE
CONTRACTOR  SHARES AS FOLLOWS:  (A) 50% IF THE DEFAULT  EVENT OCCURS  WITHIN THE

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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  CONTRACTOR 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 CONTRACTOR  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 CONTRACTOR  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.

5.       Covenant Not to Compete.
         ------------------------

         (a)      The  Contractor  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 Contractor.  The Contractor,  therefore,
covenants and agrees that during the Applicable  Non-Compete  Period (as defined
below),  the Contractor  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;  (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;  or (iv) be or become a shareholder,
joint venturer, owner (in whole or in part), partner, or be or become associated
with  or  have  any  proprietary  or  financial  interest  in  or of  any  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.  Notwithstanding  the preceding sentence above, the following shall not
be deemed to violate this Section 5:

                           (i)      passive  equity  investments  by  Contractor
of  $10,000  or less in any entity or  affiliated  group of any entity  which is
engaged in or is carrying on any business  which is similar to or in competition
with the Business of the Company;

                           (ii)     passive equity  investments by Contractor in
excess of  $25,000  in any entity or  affiliated  group of any  entity  which is
engaged in or is carrying on any business  which is similar to or in competition
with  the  Business  of the  Company,  so long as and  only to the  extent  that
Contractor  has  obtained  the prior  written  consent of the Board to make such
investments; or

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<PAGE>

                           (iii) an equity  investment  by  Contractor  of up to
0.1% in any publicly  traded  company  which is engaged in or is carrying on any
business which is similar to or in competition with the Business of the Company.

         (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)      Contractor  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 5
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  Contractor's   engagement   hereunder.   Contractor  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 5 constitute reasonable protections for the Company.

         (d)      As used  in this Section 5,  "Applicable  Non-Compete  Period"
shall mean all periods of engagement  hereunder and that period of two (2) years
following the termination of Contractor's engagement hereunder.

6.       Trade  Secrets  and  Confidential  Information.  Contractor  recognizes
         -----------------------------------------------
and  acknowledges  that  certain  information  including,   without  limitation,
information  pertaining  to the financial  condition of the Company  (and/or its
affiliates  and/or its  subsidiaries),  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 Contractor by
reason of his engagement with the Company.  Accordingly,  the Contractor  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  Contractor  shall,  upon  termination  of his
engagement  hereunder,  return  to  the  Company  all  documents  which  reflect
Confidential  Information (including copies thereof).  Notwithstanding  anything
heretofore  stated in this Section 6, the  Contractor's  obligations  under this
Section 6 shall not, after  termination of the Contractor's  engagement with the
Company, apply to information which has become generally available to the public
without any action or omission of the Contractor  (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 Contractor under
this Section 6).

7.       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  of
competent  jurisdiction  determines  that the time  period  and/or  scope of any

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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 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.

8.       Breach.  The  Contractor  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 Contractor of any of the terms of provisions
Section 5 or 6 hereunder,  and the Contractor  therefore agrees that the Company
shall be entitled to an injunction (without posting bond) restraining Contractor
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 Contractor  and the  termination of
his engagement  with the Company in accordance  with the terms and provisions of
this Agreement.


9.       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  engagement
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
the  Company's  offices in  Greenwich,  Connecticut,  or at such other  location
designated  by the Company.  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,
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.

10.      Remedies Cumulative.   Except as  otherwise expressly  provided herein,
         --------------------
each of the rights and remedies of the parties set forth in this Agreement shall

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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.

11.      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.

12.      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.

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

14.      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  contractor  or  consulting
agreement the Contractor had with Rare Telephony or its  subsidiaries (or all of
their  predecessors)  prior to the  Merger  and a letter  agreement  among  VDC,
Contractor,   and  Network   Consulting   Group,   Inc.,  dated  May  17,  2000.
Notwithstanding the foregoing, this Agreement shall not supersede or render null
or void the Merger  Agreement or the Schedules or Exhibits  thereto,  the Escrow
Agreement, or the Email License.

15.      Warranties.  The  Contractor represents, warrants, covenants and agrees
         -----------
that:

         (a)      The  Contractor 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
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  Contractor  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 Contractor has read and  understands
this Agreement.

Each  representation  and warranty of Contractor  shall survive the execution of
this Agreement and shall continue  throughout  the term of this  Agreement.  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

                                       9
<PAGE>

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.

16.      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.

17.      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 Contractor without the written consent of the Company.  This Agreement may be
assigned by the Company and the  execution of this  Agreement by the  Contractor
shall be deemed a consent to such assignment.

18.      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 2, Section 4(e),  Section 5, Section 6,
Section 9,  Section 13, and Section 20. 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, the following sections (including all
subsections thereto): Section 4(e), Section 5, Section 6, Section 9, Section 13,
Section 20, and Section 21.

19.      Payment Offsets.   The  Company  shall  be  entitled to deduct from any
         ----------------
payment due to Contractor  under this  Agreement any payments or amounts owed to
the  Company  or any of  its  subsidiaries  or  affiliates  (including,  without
limitation, VDC) from the Contractor or Network Consulting Group, Inc.

20.      Statement.   Within  ten  (10)  calendar  days  of receipt of a written
         ----------
request from the Board of Directors,  the Contractor  shall provide the Board of
Directors with a statement  (sworn to by the  Contractor  before a Notary Public
and signed by said Notary  Public and the  Contractor)  that,  as of the date of
said  statement,  the  Contractor  has complied with all material  terms of this
Agreement.  This provision  shall expire two (2) years following the termination
of this Agreement.

21.      Limitation of Damages.   TO  THE  FULLEST  EXTENT PERMITTED BY LAW, THE
         ----------------------
COMPANY SHALL NOT BE LIABLE TO THE  CONTRACTOR OR ANY OTHER PERSON OR ENTITY FOR
ANY INDIRECT, SPECIAL, INCIDENTAL,  PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES,
INCLUDING WITHOUT LIMITATION LOSS OF REVENUE, LOSS OF CUSTOMERS OR CLIENTS, LOSS
OF GOODWILL OR LOSS OF PROFITS  ARISING IN ANY MANNER FROM THIS AGREEMENT OR THE
PERFORMANCE OR NON-PERFORMANCE OF OBLIGATIONS HEREUNDER, EVEN IF THE COMPANY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       10
<PAGE>

22.      Rule of Construction; Pronouns.  No  rule  of  construction   requiring
         -------------------------------
interpretation  against the drafting party shall apply to the  interpretation of
this Agreement.  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.

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


Clay Moran
---------------------------
Print Name


WITNESS:                          CONTRACTOR:


/s/ Louis D. Frost                /s/ Peter J. Salzano
---------------------------       ----------------------------------------------
Signature                         Peter J. Salzano


Louis D. Frost
---------------------------
Print Name



                                       11
<PAGE>

                                   EXHIBIT "A"



                                       12