AGREEMENT

           READ CAREFULLY BEFORE SIGNING / CONTAINS RELEASE OF CLAIMS

         FOR AND IN  CONSIDERATION  OF the  sum of One  Hundred  Fifty  Thousand
Dollars  ($150,000.00),  the receipt of which is hereby  acknowledged  and other
good and valuable  consideration,  VDC  COMMUNICATIONS,  INC. ("VDC"),  MASATEPE
COMMUNICATIONS,  U.S.A, L.L.C. ("Lessee"), General Electric Capital Corporation,
acting  through  its  unincorporated   division  Newbridge  Financial  Services,
("Lessor"),  NEWBRIDGE NETWORKS CORPORATION  ("Vendor"),  and NEWBRIDGE NETWORKS
INC.  ("Newbridge"),  on behalf of  themselves  and  their  servants,  officers,
directors, shareholders, members, managers, agents, attorneys,  representatives,
subsidiaries,  affiliates, divisions, units, parent corporations,  predecessors,
successors, and assigns, hereby:

         REMISE,  RELEASE,  AND FOREVER  DISCHARGE each other,  their  servants,
officers,  directors,   shareholders,   members,  managers,  agents,  attorneys,
representatives,    subsidiaries,    affiliates,    divisions,   units,   parent
corporations, predecessors, successors, assigns and all other persons, insurers,
firms and  corporations  whomsoever,  of and from any and all  actions,  claims,
demands,  and  suits,  known  and  unknown,  which  each of them now have or may
hereafter  have  against  each  other  or the  other  individuals  and  entities
referenced  in this  paragraph  arising out of, or in any way related to, Master
Lease  Agreement No. 6785940 by and between Lessee  (identified in said document
as  "Masatepe  Communications  USA  L.L.C.")  and Lessor and all  schedules  and
exhibits thereto including, without limitation, Schedules 6785940-001 (sometimes
identified   as   "6785940.001"),    6785940-002    (sometimes   identified   as
"6785940.002")  and  6785940-003  thereto   (collectively,   the  "Lease"),  the
equipment and associated items,  software, and licenses referenced in the Lease,
including all additions,  alterations,  and modifications thereto (collectively,
the   "Equipment"),   services   rendered  in  connection   with  the  Equipment
(collectively,  the "Services"),  a Corporate  Guaranty to the Lease executed by
VDC  with  VDC  Corporation  Ltd.  referenced  as  Guarantor  at the  top of the
Corporate Guaranty (the "Guaranty"), or any Vendor, Lessor, or Newbridge service
agreement including,  without limitation,  any Talizman Network Support Services
Agreement  and all invoices  associated  therewith  (collectively,  the "Service
Agreements").  Nothing  contained  in the  foregoing  release  shall  operate to
discharge any party of its obligations under this Agreement.

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<PAGE>

         As further  consideration for this Agreement,  the parties warrant that
no promise or agreement not herein  expressed has been made to each other;  that
in executing this  Agreement,  the parties are not relying upon any statement or
representation,  other than those appearing in this Agreement, made by the other
party or parties hereby released or said party's or parties' agents, insurers or
servants concerning the nature, extent or duration of the damages, or concerning
any other thing or matter, but are relying solely upon their own judgment;  that
the above  mentioned sum and other  consideration  is received by the parties in
full  settlement  and  satisfaction  of all the  aforesaid  claims  and  demands
whatsoever;  that each party is legally competent to execute this Agreement; and
that before signing and sealing this Agreement,  the parties have fully informed
themselves of its contents and meaning and have executed it with full  knowledge
thereof.

         As further  consideration  for this  Agreement,  Vendor  represents and
warrants that prior to the execution of this Agreement  there were no agreements
between  Vendor and either  Lessee or VDC.  As  further  consideration  for this
Agreement,  Vendor  represents and warrants that, other than the obligations set
forth in this  Agreement,  there are no  obligations or liabilities of Lessee or
VDC to Vendor that are not released by this Agreement.  Vendor acknowledges that
Lessee and VDC are relying  upon these  representations  in  entering  into this
Agreement.

         As further  consideration for this Agreement,  Newbridge represents and
warrants that prior to the execution of this Agreement  there were no agreements
between  Newbridge and either Lessee or VDC. As further  consideration  for this
Agreement,  Newbridge  represents and warrants that,  other than the obligations
set forth in this  Agreement,  there are no obligations or liabilities of Lessee
or VDC  to  Newbridge  that  are  not  released  by  this  Agreement.  Newbridge
acknowledges  that  Lessee and VDC are  relying  upon these  representations  in
entering into this Agreement.

         As further  consideration  for this  Agreement,  Lessor  represents and
warrants that prior to the execution of this Agreement, there were no agreements
between  Newbridge  Financial  Services and either  Lessee or VDC other than the
Lease and the Guaranty.  As further  consideration  for this  Agreement,  Lessor

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<PAGE>

represents  and  warrants  that,  other than the  obligations  set forth in this
Agreement, there are no obligations or liabilities of Lessee or VDC to Newbridge
Financial  Services  that  are  not  released  by  this  Agreement.  As  further
consideration  for this  Agreement,  Lessor  represents  and warrants that it is
authorized  to act on behalf of, and this  Agreement  is binding  up,  Newbridge
Financial  Services.  Lessor  acknowledges  that Lessee and VDC are relying upon
these representations in entering into this Agreement.

         As further  consideration of the aforesaid  payment and the exchange of
other  consideration  referenced in this Agreement,  Lessor, on behalf of itself
and its divisions and units, Vendor, and Newbridge hereby sell, transfer, convey
and assign to Lessee all of their rights,  titles and interests in and to all of
the Equipment.  Lessor, Vendor, and Newbridge 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 Lessee may  reasonably  request in
order more effectively to sell, assign, convey,  transfer,  reduce to possession
and record  title to the  Equipment.  Lessor,  Vendor,  and  Newbridge  agree to
cooperate  with  Lessee in all  reasonable  respects  to  assure  to Lessee  the
continued title to and possession of the Equipment.

         The parties  understand that the payment of the aforesaid sum by Lessee
and the exchange of other consideration hereunder is in settlement of a disputed
claim,  and that the said  payment and  exchange of  consideration  is not to be
construed  as an admission  of  liability  upon the part of the persons,  firms,
insurers or corporations hereby released by whom liability is expressly denied.

         This paragraph is not intended to limit or qualify any other  paragraph
in this Agreement.  This paragraph adds to and supplements the other  paragraphs
in this  Agreement.  In further  consideration  of the  consideration  exchanged
hereunder,  Lessor, Vendor, Newbridge, and their respective servants,  officers,
directors, shareholders, members, managers, agents, attorneys,  representatives,
subsidiaries,  affiliates, divisions, units, parent corporations,  predecessors,
successors,  assigns are HEREBY AND FOREVER RELEASED AND DISCHARGED from any and
all  liability  to  Lessee  and VDC for any and all  actions  arising  under  or
pursuant to the Lease, the Equipment,  the Services, the Guaranty or the Service
Agreements.  Also, in further  consideration  of the  aforesaid  payment and the

                                       3
<PAGE>

exchange of other consideration,  Lessee, and its servants, officers, directors,
shareholders,    members,   managers,   agents,   attorneys,    representatives,
subsidiaries,  affiliates, divisions, units, parent corporations,  predecessors,
successors,  and assigns are HEREBY AND FOREVER RELEASED AND DISCHARGED from any
and all  liability  to Lessor,  Vendor,  and  Newbridge  for any and all actions
arising  under or  pursuant  to the Lease,  the  Equipment,  the  Services,  the
Guaranty,  or  the  Service  Agreements.  In  consideration  of  Thirty  Dollars
($30.00),  the  receipt  of  which  is  hereby  acknowledged,   and  in  further
consideration of the consideration  exchanged  hereunder,  VDC and its servants,
officers,  directors,   shareholders,   members,  managers,  agents,  attorneys,
representatives,    subsidiaries,    affiliates,    divisions,   units,   parent
corporations,  predecessors,  successors,  and  assigns  are HEREBY AND  FOREVER
RELEASED  AND  DISCHARGED  from any and all  liability  to Lessor,  Vendor,  and
Newbridge for any and all actions  arising  under or pursuant to the Lease,  the
Equipment,  the  Services,  the  Guaranty,  or the Service  Agreements.  Nothing
contained in the foregoing  releases shall operate to discharge any party of its
obligations under this Agreement.

         Lessor  shall  indemnify  and  hold  harmless  Lessee,  VDC  and  their
respective  servants,  officers,  directors,  shareholders,  members,  managers,
agents, attorneys, representatives,  subsidiaries, affiliates, divisions, units,
parent corporations,  predecessors,  successors, and assigns (collectively,  the
"Masatepe Parties") from and against all damages, expenses, costs and attorneys'
fees which the  Masatepe  Parties may suffer or incur by reason of any breach of
this Agreement by the Lessor or the inaccuracy of any representation made by the
Lessor in this Agreement.

         Vendor shall indemnify and hold harmless the Masatepe  Parties from and
against all  damages,  expenses,  costs and  attorneys'  fees which the Masatepe
Parties  may  suffer or incur by reason of any breach of this  Agreement  by the
Vendor  or the  inaccuracy  of any  representation  made by the  Vendor  in this
Agreement.

         Newbridge shall  indemnify and hold harmless the Masatepe  Parties from
and against all damages,  expenses, costs and attorneys' fees which the Masatepe
Parties  may  suffer  or incur by  reason of any  breach  of this  Agreement  by
Newbridge  or the  inaccuracy  of any  representation  made by Newbridge in this
Agreement.

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<PAGE>

         Lessee shall indemnify and hold harmless Lessor, Vendor, Newbridge, and
their respective servants, officers, directors, shareholders, members, managers,
agents, attorneys, representatives,  subsidiaries, affiliates, divisions, units,
parent corporations,  predecessors,  successors, and assigns (collectively,  the
"Newbridge  Parties")  from  and  against  all  damages,   expenses,  costs  and
attorneys' fees which the Newbridge Parties may suffer or incur by reason of any
breach of this Agreement by Lessee or the inaccuracy of any representation  made
by the Lessee in this Agreement.

         VDC shall  indemnify and hold  harmless the Newbridge  Parties from and
against all damages,  expenses,  costs and  attorneys'  fees which the Newbridge
Parties may suffer or incur by reason of any breach of this  Agreement by VDC or
the inaccuracy of any representation made by VDC in this Agreement.

         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  determines  that any  provision  of this
Agreement is invalid or  unenforceable,  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 said  paragraph or
section  shall  be  revised  by the  court as  little  as  possible  to make the
paragraph or section enforceable. If the court 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,  unless the effect would be to
vitiate the parties' fundamental purposes of entering into this Agreement.

         The undersigned  understand,  agree and warrant that this Agreement may
be  pleaded  as a complete  bar and  defense to any action or other  proceedings
released by this Agreement.  The undersigned  further acknowledge that they have
on consideration  hereunder read the contents of this Agreement and it will have
the effect of barring any future claims,  demands,  or causes of action released
by this  Agreement,  and it is with  this  understanding  that  the  undersigned
execute this Agreement.

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<PAGE>

                            MASATEPE COMMUNICATIONS, U.S.A., L.L.C.

                            By:  VDC  Communications,  Inc.,  its
                                 Managing Member

                                 By:  /s/Frederick A. Moran
                                    --------------------------------------------
                                      Frederick A. Moran
                                      Chairman & CEO


                            VDC COMMUNICATIONS, INC.

                            By:  /s/Frederick A. Moran
                               -------------------------------------------------
                                 Frederick A. Moran
                                 Chairman & CEO


                            GENERAL  ELECTRIC  CAPITAL  CORPORATION,
                            (d/b/a  Newbridge  Financial  Services)

                            By:  /s/LW Middleton
                               -------------------------------------------------
                                 Signature

                            LW Middleton
                            ----------------------------------------------------
                            Print Name

                            Vice President TFS
                            ----------------------------------------------------
                            Title


                            NEWBRIDGE NETWORKS CORPORATION


                            By:  /s/D. McCarthy
                               -------------------------------------------------
                                 Signature

                            D. McCarthy
                            ----------------------------------------------------
                            Print Name

                            VP Finance and Treasurer
                            ----------------------------------------------------
                            Title

                                       6
<PAGE>

                            NEWBRIDGE NETWORKS INC.


                            By:  /s/Peter Nadeau
                               -------------------------------------------------
                                 Signature

                            Peter Nadeau
                            ----------------------------------------------------
                            Print Name

                            Secretary
                            ----------------------------------------------------
                            Title

                                       7
<PAGE>


STATE OF CONNECTICUT)
COUNTY OF FAIRFIELD )

         Before me,  Jeanne Bauge  O'Malley,  a Notary Public of said County and
State,  personally  appeared  Frederick  A.  Moran,  with  whom I am  personally
acquainted  (or proved to me on the basis of  satisfactory  evidence),  and who,
upon oath, acknowledged self to be Chairman and CEO of VDC Communications, Inc.,
the Managing Member of MASATEPE  COMMUNICATIONS  U.S.A., L.L.C. the within named
bargainor,  a limited liability company, and that as such executed the foregoing
instrument for the purposes therein contained.

         Witness  my   hand  and  seal,  at  Office  in  Greenwich,  this   10th
day of March, 2000.




                                  /s/Jeanne Bauge O'Malley
                                  ----------------------------------------------
                                  Notary Public


My Commission Expires:     Apr. 30, 2004
                           -------------


STATE OF CONNECTICUT)
COUNTY OF FAIRFIELD )

         Before me,  Jeanne Bauge  O'Malley,  a Notary Public of said County and
State,  personally  appeared  Frederick  A.  Moran,  with  whom I am  personally
acquainted  (or proved to me on the basis of  satisfactory  evidence),  and who,
upon oath, acknowledged self to be Chairman and CEO of VDC Communications, Inc.,
the  within  named  bargainor,  a  corporation,  and that as such  executed  the
foregoing instrument for the purposes therein contained.

         Witness  my hand and seal,  at Office  in  Greenwich,  this 10th day of
March, 2000.


                                  /s/Jeanne Bauge O'Malley
                                  ----------------------------------------------
                                  Notary Public

My Commission Expires:     Apr. 30, 2004
                           -------------

                                       8
<PAGE>


STATE OF TENNESSEE         )
COUNTY OF WILLIAMSON       )

         Before me, Margaret E. Danka, a Notary Public of said County and State,
personally  appeared Lawrence W. Middleton with whom I am personally  acquainted
(or proved to me on the basis of  satisfactory  evidence),  and who,  upon oath,
acknowledged   self  to  be  Vice  President  of  TELECOM   FINANCIAL   SERVICES
Corporation, (d/b/a Newbridge Financial Services), the within named bargainor, a
corporation,  and  that  he  as  such  Vice  President  executed  the  foregoing
instrument  for the  purposes  therein  contained,  by  signing  the name of the
corporation by himself as Vice President.

         Witness  my hand and  seal,  at Office  in  Nashville,  this 8th day of
March, 2000.



                                  /s/Margaret E. Danka
                                  ----------------------------------------------
                                  Notary  Public  at Large Qualified in Davidson
                                  County

My Commission Expires:     1/31/2004
                           ---------



PROV OF ONTARIO   )
CITY OF KANATA    )

         Before me,  Michael Gill  Stewart,  a Notary  Public of said County and
State,  personally  appeared Doug McCarthy with whom I am personally  acquainted
(or proved to me on the basis of  satisfactory  evidence),  and who,  upon oath,
acknowledged  self  to  be  VP  Finance  and  Treasurer  of  NEWBRIDGE  NETWORKS
CORPORATION  the within  named  bargainor,  a  corporation,  and that as such he
executed the foregoing instrument for the purposes therein contained, by signing
the name of the corporation by himself as VP Finance and Treasurer.

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<PAGE>

         Witness my hand and seal,  at Office in Kanata,  this 6th day of March,
2000.


                                  /s/Michael Gill Stewart
                                  ----------------------------------------------
                                  Notary Public

My Commission Expires:     n/a
                           ---



PROV OF ONTARIO   )
CITY OF KANATA    )

         Before me,  Michael Gill  Stewart,  a Notary  Public of said County and
State, personally appeared Peter Nadeau with whom I am personally acquainted (or
proved  to me on the  basis  of  satisfactory  evidence),  and who,  upon  oath,
acknowledged  self to be Secretary of NEWBRIDGE  NETWORKS  INC. the within named
bargainor,  a corporation,  and that as such Peter Nadeau executed the foregoing
instrument  for the  purposes  therein  contained,  by  signing  the name of the
corporation by himself as Secretary.

         Witness my hand and seal,  at Office in Kanata,  this 6th day of March,
2000.


                                  /s/Michael Gill Stewart
                                  ----------------------------------------------
                                  Notary Public

My Commission Expires:     n/a
                           ---

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