Document #
4/10/00 12:55 PM













                                Commercial Pilot
                                    Agreement










TransNexus(R)
430 Tenth Street NW
Suite N204
Atlanta, GA 30318
USA
+1.404.872.4887
+1.404 872 9515 Fax
info@transnexus.com

   The information herein is the property of TransNexus, LLC. It is not to be
 distributed by the recipient to third parties without prior written Permission
           from TransNexus, LLC. Copyright 2000. All Rights reserved.

<PAGE>

http://www.transnexus.com





















   The information herein is the property of TransNexus, LLC. It is not to be
 distributed by the recipient to third parties without prior written Permission
           from TransNexus, LLC. Copyright 2000. All Rights reserved.

<PAGE>

                              TRANSNEXUS CLEARIPSM
                           COMMERCIAL PILOT AGREEMENT
                                     BETWEEN
                                TRANSNEXUS L.L.C.
                                       AND
                                   THE COMPANY

This Commercial  Pilot  Agreement  ("Agreement")  is by and between  TransNexus,
L.L.C.  , a business  entity  organized as a  Corporation  under the laws of the
State of Georgia,  with a registered address at 430 Tenth Street NW, Suite N204,
Atlanta,  GA,  30318  USA,  and  VDC  Telecommunications,  Inc.  (The  Company),
incorporated  in Delaware and located at address 75 Holly Hill Lane,  Greenwich,
CT 06830.

The Solution.  TransNexus is the owner of a Clearinghouse Solution identified as
"ClearIPSM".  ClearIPSM  is a complete  turnkey  solution  for  inter-IP  domain
traffic authorization,  billing, clearing and settlement. The ClearIPSM solution
provides a web user  interface  which is used for  provisioning  wholesale  rate
plans  for IP  devices,  enrolling  IP  devices  in the  clearinghouse  network,
managing the credit status of IP devices in the clearinghouse network,  managing
the status of  clearinghouse  customer  service  representatives,  clearinghouse
customers  and  TransNexus  customer  service   representatives.   In  addition,
ClearIPSM  Service Points on the IP network provide real time  authorization and
routing of IP traffic  among the IP domains of  clearinghouse  customers.  These
same service  points also collect the  resulting  usage records of authorized IP
transactions and forward those records to the TransNexus operations center where
inter-IP domain usage records are reconciled,  rated and settled among IP domain
operators using the clearinghouse  service.  As an Application Service Provider,
TransNexus  operates  the  ClearIPSM  Clearinghouse  solution  on  behalf of our
customers.

Technical  specifications.  The  following  devices are  currently  certified by
TransNexus as being compliant with the Open  Settlement  Protocol and TransNexus
requirements.  We expect that  additional  Cisco and Lucent VoIP devices will be
certified by TransNexus by the end of Q12000.

Cisco 2600 series
Cisco 3600 series
Cisco 5300 series
Lucent MVAM Platform

Proprietary property of TransNexus.  You understand and agree that the ClearIPSM
Service  contains  valuable,  confidential,  trade secret  information  owned by
TransNexus,  and you  recognize  the need for  TransNexus to ensure trade secret
protection of this property.

Confidentiality   agreement.   In  consideration  for  TransNexus   agreeing  to
facilitate this free 60-day trial of the ClearIPSM  Service,  THE COMPANY agrees
that any  information  related  to the  ClearIPSM  Service  shall be  considered
confidential  and  proprietary.  Accordingly,  THE COMPANY  agrees that it shall
treat  our  information  as  it  would  its  own  confidential  and  proprietary
information.  THE COMPANY agrees that it will not duplicate,  translate, modify,
copy,  printout,  disassemble,  decompile or otherwise tamper with the ClearIPSM
Service.   For  purposes  of  this  agreement,   the  information  includes  all
information related to the ClearIPSM Service, whether incorporated in a physical
medium or not, related to TransNexus'  business  operations,  including (but not
limited  to)  inventions,   products,  services,  personnel,  methods  of  doing
business,  research  and  development  activities,  know-how,  customers,  trade
secrets,  commercial  secrets,  computer programs or finances  (hereafter called
"the  Information"),  The  information  may include  information  which has been
submitted  to  TransNexus  by  third  parties,  and  which  TransNexus  has been
authorized  to  disclose,  subject to the security  measures or  confidentiality
agreements.  In such cases,  THE COMPANY  accepts that this  agreement  shall be
deemed also for the benefit of such a party and fully  binding  upon THE COMPANY
with respect to such Information.

Return of  property.  At the  termination  of the trial,  THE COMPANY  agrees to
return all  confidential  information  relating to ClearIPSM to TransNexus.  The
trial may be extended by the mutual  agreement of TransNexus  and THE COMPANY or

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upon written  notification  to TransNexus by THE COMPANY of its intent to pursue
commercial operations with TransNexus within 60 (sixty) days for the end date of
the trial.

License.  TransNexus  is granting to THE COMPANY only a limited,  non-exclusive,
nontransferable  license to use the ClearIPSM Service for a period not to exceed
60 days. THE COMPANY  acknowledges  and agrees that THE COMPANY will not use the
ClearIPSM  Service for any purpose that is illegal and it is responsible for all
taxes arising out of the ClearIPSM trial, except for TransNexus Corporate Income
Tax.

Termination.  THE  COMPANY may  terminate  this  Agreement  at any time prior to
expiration of the trial by returning all Confidential Information related to the
ClearIPSM  Service to  TransNexus.  TransNexus may terminate this Agreement upon
notice to THE  COMPANY.  Upon  termination,  THE COMPANY  agrees to  immediately
return  all  Confidential  Information  related  to  the  ClearIPSM  Service  to
TransNexus.  Your obligations to treat TransNexus  property as confidential,  as
set forth above shall survive the termination of this Agreement for a period not
to exceed three years. If not earlier terminated, this Agreement shall terminate
automatically upon the end of the 60-day period and following your return of all
Information.  Upon termination,  THE COMPANY agrees to remove from THE COMPANY's
equipment or computers any files related to ClearIPSM.

Trial  Implementation  Plan. Upon acceptance of this Agreement,  TransNexus will
submit a proposed Trial Implementation Plan defining the trial objectives,  work
schedule  and  mandatory  acceptance  testing for  completion  of the  ClearIPSM
Service  trial.  If THE COMPANY  desires to make  modifications  to the proposed
Trail  Implementation  Plan,  TransNexus  requests that the modifications to the
Trial  Implementation  Plan be submitted to TransNexus  within ten working days.
Once TransNexus and THE COMPANY have agreed on a Trial  Implementation Plan, the
ClearIPSM Service trial will begin on the agreed upon date and will continue for
a period of up to 60 days.

Press release. In consideration for TransNexus  permitting THE COMPANY the right
to use the ClearIPSM  Service for the free 60-day trial,  it is understood  that
TransNexus  has the right to announce  the THE  COMPANY's  participation  in the
trial to the general public by press release or in another  manner.  THE COMPANY
has the right to approve in  writing  any Press  Release  prior to  issuance  by
TransNexus, and THE COMPANY will not unreasonably withhold approval of release.

Limitation on  Warranties.  TransNexus  represents and warrants only that it has
the  requisite  right and legal  authority  to grant the license and provide the
Service and the Confidential Information as contemplated by this Agreement.

TRANSNEXUS  MAKES NO OTHER  WARRANTY,  EXPRESS OR IMPLIED,  WITH  RESPECT TO THE
PRODUCT OR ANY OTHER  CONFIDENTIAL  INFORMATION.  ALL OTHER WARRANTIES,  WHETHER
EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED,  INCLUDING,  WITHOUT LIMITATION,  THE
IMPLIED  WARRANTIES  OF  MERCHANTABILITY  AND FITNESS FOR A PARTICULAR  PURPOSE.
TRANSNEXUS'S  SOLE  LIABILITY  FOR  BREACH  OF THE  LIMITED  REPRESENTATION  AND
WARRANTY  ABOVE,  AND THE COMPANY's SOLE REMEDY FOR  TRANSNEXUS'S  BREACH OF THE
LIMITED  REPRESENTATION  AND  WARRANTY  ABOVE,  SHALL BE THAT  TRANSNEXUS  SHALL
INDEMNIFY AND HOLD THE COMPANY HARMLESS FROM AND AGAINST ANY LOSS, SUIT, DAMAGE,
CLAIM OR  DEFENSE  ARISING  OUT OF  BREACH  OF THE  LIMITED  REPRESENTATION  AND
WARRANTY, INCLUDING REASONABLE ATTORNEYS' FEES.

Support.    TransNexus    will   provide   support   via   email   to   you   at
support@transnexus.com, or via telephone 1 404 872 4887, ext. 230 from the hours
of 9:00 AM to 7:00 PM US EST.

No  assignment.  THE  COMPANY may not assign  this  Agreement  without the prior
written consent of TransNexus.

Final agreement.  Other than the  Confidentiality  Agreement between the parties
dated January 28, 2000,  this  agreement  terminates  and  supersedes  all prior
understandings or agreements on the subject matter hereof. This agreement may be
modified only by a further writing that is duly executed by both parties.

IN WITNESS OF THIS,  the Parties  intending  to be legally  bound  hereby,  have
executed this Agreement as per the respective dates specified below:

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TRANSNEXUS, L.L.C.                                   THE COMPANY


By: /s/ Jim Dalton                                   By:/s/ Frederick A. Moran
    -------------------------------                     ------------------------

Name:  Jim Dalton                                    Name: Frederick A. Moran
       ----------------------------                        ---------------------

Title: CEO                                           Title:Chairman & CEO
       ----------------------------                        ---------------------

Date: 27 Mar 2000                                    Date: 3/27/00
      -----------------------------                        ---------------------