AGREEMENT
                                    ---------

           THIS  AGREEMENT  (the  "Agreement"),  is made and entered  into as of
April 20, 2000 by and among VDC  Communications,  Inc.,  a Delaware  corporation
("Lender")  and RARE  TELEPHONY,  INC.  (f/k/a  WASHOE  TECHNOLOGY  CORPORATION)
("Rare") AND CASH BACK REBATES LD.COM,  INC. ("Cash Back") a Nevada and Delaware
corporation,  respectively  (Rare and Cash Back collectively  referred to as the
"Borrower").

                              W I T N E S S E T H:
                              --------------------

           WHEREAS, Borrower wishes Lender to lend Borrower funds; and

           WHEREAS, as a strict condition precedent to Lender lending said funds
to Borrower, Lender is requiring the execution of this Agreement.

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

                                    ARTICLE I

                                   LOAN FUNDS

           1.1    The Lender shall lend TWO HUNDRED THOUSAND  DOLLARS AND NO/100
($200,000.00)  to  Borrower  on  the  terms  and  conditions  set  forth  in the
Promissory Note attached hereto as Exhibit "A" (the "Loan").

                                   ARTICLE II

              REPRESENTATIONS AND WARRANTIES OF RARE AND CASH BACK

           Rare and Cash Back hereby each represent and warrant that:

           2.1    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. It 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

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condition  or its  ability  to perform  its  obligations  hereunder.  It has the
individual,  corporate,  or company  power and  authority to execute and deliver
this  Agreement  and  to  perform  its  obligations  hereunder  and,  if it 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 its legal, valid, and binding obligation.

           2.2    Neither  the  execution,  delivery,  and  performance  of this
Agreement nor the consummation by it 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 it or any of its wholly owned  subsidiaries,  (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 it or any of its  wholly  owned  subsidiaries  if it is a
corporation or company,  or of any material  agreement or instrument to which it
or any of its wholly owned  subsidiaries is a party or by which it or any of its
wholly  owned  subsidiaries  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 it or any of its wholly owned  subsidiaries is a party or by
which it or any of its wholly  owned  subsidiaries  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 it or any of its wholly owned subsidiaries.

           2.3    It is not in violation of any applicable law, or of any order,
writ,  injunction or decree of any court or any governmental  authority.  It has
all the licenses,  permits, consents,  approvals and rights necessary to operate
its business.

           2.4    In deciding to enter into this Agreement, it has not relied on
any statements,  representations,  promises or undertaking or inducements except
as set forth in this Agreement.

           2.5    To the best of its knowledge (said  knowledge  to include  the
knowledge of its agents and  employees)  if Rare and the Lender  consummate  the
transaction  evidenced by the letter of intent (the "Letter") attached hereto as
Exhibit "B" (the "Transaction"):

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                  (a)    The creditors of Borrower shall  forgive  approximately
$570,000 in debt, so that at the closing of the Transaction,  the Borrower shall
not have more than $300,000 in outstanding indebtedness; and

                  (b)    Network Consulting Services, Inc. shall continue to pay
on all  equipment  leases  outstanding  as of the  date  of this  Agreement  for
equipment used by Borrower in its business (the "Equipment") throughout the term
of said leases and, at the end of said leases, assuming Borrower has paid either
the $1 or FMV end of lease  payment,  shall  ensure that title to the  Equipment
passes to the Borrower.

           2.6    As of April 19, 2000, Rare and Cash Back have not individually
or  jointly  executed  promissory  notes or  similar  instruments  resulting  in
outstanding indebtedness in excess of $870,000.

                                   ARTICLE III

                                  BREAK UP FEE

           3.1    In consideration of Lender's willingness to make  the  Loan to
Borrower and Lender's  willingness to forego interest on principal amount of the
Loan (other than default interest) and in full recognition that Lender would not
make the Loan to Borrower  without the  agreement  contained in this  paragraph,
Rare and Cash Back agree that if Rare does not consummate the  Transaction  with
Lender  on the terms set forth in the  Letter  (as the same may be  modified  as
mutually agreed by Rare and Lender) after Lender has completed its due diligence
on  the   Transaction   and  received   board  approval  for  a  transaction  on
substantially  the terms set forth in the  Letter  within 3 months of said board
approval,  then (to  compensate  Lender for the loss of a benefit of the bargain
(and not as a penalty))  Rare and Cash Back shall  immediately  upon demand from
Lender  jointly  and  severally  pay to  Lender  a sum of  TWO  MILLION  DOLLARS
($2,000,000) in cash or cash equivalent (the "Fee").  The parties agree, in this
regard,  that the Fee is reasonable and the damages  associated  with failure to
consummate the Transaction are difficult to estimate.

                                   ARTICLE IV

                                  MISCELLANEOUS

           4.1    The parties shall, at their own costs and expense and  without
further   consideration,   execute  and  deliver  such  further   documents  and

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<PAGE>

instruments  and shall take such other actions as may be reasonably  required or
appropriate to carry out the intent and purposes of this Agreement.

           4.2    This  Agreement shall be in all respects governed by  the laws
of the State of New Jersey in the United States of America.

           4.3    By  signing  this  agreement,  the  parties  hereto  agree and
acknowledge  that they have read this  Agreement,  understand it, and sign it of
their own free will.

           4.4    All notices, consents, waivers, and other communications under
this  Agreement  must be in  writing  and will be deemed to have been duly given
when (a) delivered by hand (with written  confirmation of receipt),  (b) sent by
telecopier  (with  written  confirmation  of receipt),  provided  that a copy is
mailed by registered mail, return receipt requested, or (c) when received by the
addressee, if sent by an overnight delivery service.

           4.5    The  captions  or  headings  of  the  paragraphs   or    other
subdivision hereof are inserted only as a matter of convenience or for reference
and shall have no effect on the meaning of the provisions hereof.

           4.6    The  invalidity  or  unenforceability  of  any  term  of  this
Agreement shall not affect the validity or  enforeceability of this Agreement or
any of its other  terms;  in the event that any court or  arbitrator  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 or arbitrator
as little as possible to make the paragraph or 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.

           4.7    The recitals to this Agreement  shall be deemed a part of this
Agreement.

           4.8    No rule of construction requiring interpretation  against  the
drafting party shall apply to the interpretation of this Agreement.

           4.9    Unless otherwise specified,   all  money  references  in  this
Agreement and all Exhibits thereto are in United States currency.

           4.10   Time is of the essence of this Agreement.

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<PAGE>

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


ATTEST:                                    "RARE"

                                           RARE TELEPHONY, INC.
/s/ Debra A. Santa Lucia
------------------------
Signature                                  By:       /s/ Thomas J. Vrabel
                                              ----------------------------------
                                                     Thomas J. Vrabel
Debra A. Santa Lucia                                 President
------------------------
Print Name


ATTEST:                                    "CASH BACK"

                                           CASH BACK REBATES LD.COM, INC.
/s/ Debra A. Santa Lucia
------------------------
Signature                                  By:       /s/ Thomas J. Vrabel
                                              ----------------------------------
                                                     Thomas J. Vrabel
Debra A. Santa Lucia                                 President
------------------------
Print Name


ATTEST:                                    "LENDER"

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

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