VDC COMMUNICATIONS, INC.
                               75 HOLLY HILL LANE
                          GREENWICH, CONNECTICUT 06830
--------------------------------------------------------------------------------

TEL:   203-869-5100                                           FREDERICK A. MORAN
FAX:   203-552-0908                                           CHAIRMAN & C.E.O.
HTTP://www.vdccorp.com SM
                                  April 7, 2000


                            CONFIDENTIAL & NON-PUBLIC

VIA FACSIMILE NO. (973) 779-7903
--------------------------------

Mr. Thomas J. Vrabel
President
Rare Telephony, Inc. (formerly known as Washoe Technology Corp.)
657 Main Avenue, Suite 301
P.O. Box 9101
Passaic, NJ  07055-9101

Dear Tom:

On behalf of VDC Communications, Inc. ("VDC"), I hereby propose that VDC acquire
Rare Telephony,  Inc. ("RTI") including Cash Back Rebates LD.com, Inc., Free dot
Calling.com,   Inc.  and  its  other   subsidiaries/affiliates  in  a  tax  free
share-for-share acquisition, whereby upon execution of the transaction, VDC will
compensate  RTI's  shareholders  with a total of 1,632,653 VDC common shares for
one hundred percent ownership of RTI, its subsidiaries and affiliates.

Additional terms of the transaction follow:

RTI's shareholders would retain ownership of their VDC shares for at least three
full years  following the closing (i.e.,  they would be subject to a contractual
lock-up).  All RTI  executives  who VDC  chooses to do so would sign  employment
agreements,  which would contain non-compete agreements, and remain with RTI for
at least three full years,  receiving the same salary and  compensation  package
currently paid to them by RTI,  unless VDC should decide in its sole  discretion
to  increase  their  salaries.  To  the  extent  said  executives  breach  their
employment  agreements or fail to serve as employees for three years, they would
forfeit a portion  of their  shares on a sliding  scale  basis as  follows:  50%
during the first one year period following the closing,  33.3% during the second
one year  period  following  the  closing,  20% during the third one year period
following the closing.

The  shares  will  vest and can be sold by their  owner in  accordance  with the
following  schedule:  one third after one full year  following  the closing,  an
additional one third after two full years  following the closing,  an additional
one third after three full years  following the closing.  For  executives  whose

<PAGE>
Mr. Thomas J. Vrabel
April 7, 2000
Page 2

employment has terminated or who have violated their employment  agreement prior
to the end of the  three  year  period,  the  above  vesting  and  right to sell
schedule  will apply to their  unforfeited  shares  considered  as if they never
owned the forfeited shares. Other RTI employees and significant employees of its
subsidiaries and affiliates that VDC chooses not to employ will sign non-compete
agreements  lasting for at least one year. Peter Salzano  ("P.S."),  currently a
consultant  to RTI,  would  continue to function in that  capacity  for at least
three full years,  receiving the same  compensation  package paid him to date by
RTI. P.S. would sign a non-compete  agreement that would last for at least three
years. In addition,  he would provide VDC with an exclusive  irrevocable license
to utilize his patent pending  technology  which Free dot  Calling.com  plans to
employ in its business.  In return, VDC would pay P.S. $100,000 upon VDC, RTI or
any other VDC  affiliates or  subsidiaries  obtaining two hundred fifty thousand
(250,000) customers through the employment of the patent pending technology, and
if at any time thereafter  through the use of this technology the above entities
have in excess of five  hundred  thousand  (500,000)  then  current  and  active
customers,  VDC would pay to P.S.  25(cent) for each paid customer bill relating
to a particular  month if the average paid customer bill exceeds $25.00 for that
month,  20(cent) for each paid customer  bill relating to a particular  month if
the average paid  customer bill is $20.00 or more for that month but is not more
than $25.00, 15(cent) for each paid customer bill relating to a particular month
if the average paid customer  bill is $15.00 or more for that month,  but is not
more than $20,  10(cent) for each paid  customer  bill  relating to a particular
month if the average paid customer bill is $10.00 or more for that month, but is
not more  than  $15.00,  5(cent)  per bill if the  average  paid  customer  bill
relating to a particular  month is $5.00 or more for that month, but is not more
than  $10.00,  and zero if the average  customer  bill  relating to a particular
month is less than $5.00 for that month.  These  payments would be calculated at
the end of each  calendar  month and paid within 15 days  thereafter,  either in
cash or VDC common stock,  whichever P.S. chooses at the time,  provided however
P.S. will be entitled to no more than one stock  distribution every 6 months. If
the above  mentioned  pending patent is denied by the U.S.  government's  patent
office, the terms herein will remain unaltered.

RTI, its affiliates and subsidiaries, will reduce their existing debt to a total
of no more than  $300,000,  $200,000 of which shall bear an interest rate of 15%
and  $100,000 of which  shall bear an interest  rate of 8%. The term of the debt
will be three  years.  Should  VDC or RTI chose to repay  the debt  prior to the
existing payment  schedule,  they will have the right to do so without incurring
any prepayment penalty.

Once VDC has completed the  acquisition of RTI, it is  anticipated  that VDC may
need  to  fund  RTI up to  $200,000  per  month  for up to  five  months  as RTI
establishes its customer base. In the first two months of this period, RTI could
need modestly more than  $200,000,  while in the latter three months,  it should
require substantially less than $200,000. In addition,  within 60 days following
the closing,  RTI will hire a web site  developer to build a robust web site for
Free dot  Calling.com  to build a web site  capable of handling up to  1,000,000
inquiries per month.  VDC will provide up to $250,000 to fund this  undertaking.
If and when this undertaking has seven hundred and fifty thousand  ($750,000) or
more paying  customers,  VDC will invest an  additional  $250,000 to improve the
capability of the business'  web site and other  equipment to handle  additional
customers so long as the business has generated reasonable profitability.

<PAGE>
Mr. Thomas J. Vrabel
April 7, 2000
Page 3

VDC must complete its due diligence of RTI by Wednesday, April 19, 2000. At that
point, if VDC decides the investigation has produced  satisfactory  results, the
parties will seek to complete

the necessary  documentation  and close the  transaction as soon as possible and
RTI may request and VDC shall provide a bridge loan of up to $200,000 with an 8%
interest rate. This loan will be fully collateralized and personally  guaranteed
by the executives of RTI, its affiliates and  subsidiaries and repaid within six
months should the parties fail to close the  transaction.  If the transaction is
completed,  this funding  will  constitute  the first  payment of the first five
months funding discussed in the prior paragraph.

This offer is conditional upon VDC's completing a due diligence investigation of
RTI resulting in satisfactory findings in VDC's sole discretion, the approval of
VDC's Board of Directors,  and the execution of formal documents satisfactory to
VDC's counsel.

To compensate VDC for the substantial  expenditures of time, effort, and expense
to be undertaken by VDC in connection with its due diligence,  RTI, on behalf of
itself and its  officers,  directors  and  affiliates  agrees  that it shall not
between the date of this letter and the conclusion of VDC's due diligence, enter
into or conduct any discussions with any other prospective purchaser relating to
the stock or assets that are the subject of this letter.

Finally, RTI, on behalf of its officers,  directors,  and affiliates,  agrees to
keep the terms of this letter and all discussions to date strictly confidential.

The terms of this letter supersede all prior letters, discussions,  arrangements
and understandings relating to the subject matter hereof.

If you are in  agreement  to these  terms,  please so signify by  affixing  your
signature where indicated below.

                                                  Very truly yours,
                                                  /s/ Frederick A. Moran
                                                  ----------------------
                                                  Frederick A. Moran
                                                  Chairman & C.E.O.

FAM/lg

Accepted and agreed to as of
the  7  day of April, 2000
    ---

Rare Telephony, Inc. (formerly known as Washoe Technology Corp.)
Cash Back Rebates LD.com Inc.
Free dot Calling.com, Inc.

By:      /s/ Thomas J. Vrabel
   --------------------------
         Thomas J. Vrabel
         President