GUARANTY


THIS GUARANTY is executed as of February 22, 2000, by VDC Communications, Inc. a
Delaware  corporation  ("Guarantor")  to and for the  benefit  of CISCO  SYSTEMS
CAPITAL CORPORATION, a Nevada corporation ("Lessor").

WHEREAS  Guarantor  desires  that  VDC  Telecommunications,   Inc.,  a  Delaware
corporation  ("Lessee"),  pursuant  to a Master  Agreement  to  Lease  Equipment
("Master  Agreement"),  dated as of February 22, 2000 between Lessor and Lessee,
enter into one or more  leases of personal  property in the form of  Schedule(s)
thereto (collectively, the "Lease"); and

WHEREAS as a condition to entering into the Lease,  Lessor requires that all the
obligations of Lessee under the Lease be guaranteed by Guarantor;

NOW,  THEREFORE,  in order to induce  Lessor to enter into the Lease,  Guarantor
hereby agrees as follows:

1.     Guarantor  does hereby  acknowledge  that it is fully aware of  the terms
       and   conditions   of  the    Lease  and   does  hereby  irrevocably  and
       unconditionally guarantee, as primary obligor and not as a surety merely,
       without offset or deduction,  the due and  punctual  payment  when due by
       Lessee of all Rent (as defined in the Lease)  which may from time to time
       become due and payable in accordance  with the terms of the Lease and the
       performance by Lessee of all  of  its  other  obligations under the Lease
       (the payment of Rent and  each  other  obligation  of  Lessee  guaranteed
       hereby being hereinafter referred to as an "Obligation" and  collectively
       as the "Obligations"). Guarantor does hereby agree that in the event that
       Lessee fails to perform  any  Obligation  for any reason,  Guarantor will
       perform or otherwise provide  for and bring about  promptly  when due the
       performance  of  each such Obligation.  This Guaranty  of the Obligations
       shall constitute a  guaranty  of  payment  and  performance  and  not  of
       collection.  Guarantor specifically agrees that it shall not be necessary
       or required, and that  Guarantor  shall not be entitled to require,  that
       Lessor (a) file suit or proceed  to obtain or assert a claim for personal
       judgment against Lessee or any other person for any  Obligation, (b) make
       any effort at collection or other enforcement of any  Obligation  from or
       against Lessee or any  other  person,  (c)  foreclose  against or seek to
       realize  upon any security now or hereafter  existing for any  Obligation
       or upon any  balance of any  deposit  account or  credit  on the books of
       Lessor or any other person  in favor of  Lessee or any other  person, (d)
       exercise or assert any other right or remedy to whic  Lessor is or may be
       entitled in connection  with  any  Obligation  or any  security  or other
       guaranty therefor, or (e) assert or file any claim  against the assets of
       Lessee  or any other guarantor of other person liable for any Obligation,
       or any part thereof, before or as a condition of enforcing the  liability
       of Guarantor under this Guaranty or requiring payment or  performance  of
       any Obligation by Guarantor hereunder, or at any time thereafter.

2.     Guarantor  waives  notice of the  acceptance  of this Guaranty and of the
       performance  or  nonperformance  by Lessee,  presentment to or demand for
       payment or other  performance  from Lessee or any other person and notice
       of  nonpayment  or  failure  to  perform  on  the  part  of  Lessee.  The
       obligations of Guarantor  hereunder  shall be absolute and  unconditional
       and shall remain in full force and effect and shall not be subject to any
       reduction, limitation, impairment or termination for any reason.

3.     No right,  power or remedy herein conferred upon or reserved to Lessor is
       intended to be exclusive of any other right,  power or remedy or remedies
       and each and every  right,  power and remedy of Lessor  pursuant  to this
       Guaranty now or  hereafter  existing at law or in equity or by statute or
       otherwise  shall,  to the extent  permitted  by law,  be  cumulative  and
       concurrent and shall be in addition to each other right,  power or remedy
       pursuant to this  Guaranty,  and the exercise by Lessor of anyone or more
       of such rights, powers or remedies shall not preclude the simultaneous or
       later  exercise  by Lessor  of any or all such  other  rights,  powers or
       remedies.

4.     No failure or delay by Lessor to insist  upon the strict  performance  of
       any  term,  condition,  covenant  or  agreement  of this  Guaranty  or to
       exercise any right, power or remedy hereunder or consequent upon a breach
       hereof shall constitute a waiver of any such term,  condition,  covenant,
       agreement,  right,  power or remedy or of any such  breach,  or  preclude
       Lessor from exercising any such right,  power or remedy at any later time
       or times.

5.     In case  any one or more of the  provisions  contained  in this  Guaranty
       should be invalid, illegal or unenforceable in any respect, the validity,
       legality and enforceability of the remaining  provisions contained herein
       shall not in any way be affected or impaired thereby.

6.     This Guaranty (a)  constitutes the entire  agreement,  and supersedes all
       prior agreements and understandings, both written and oral, among Lessee,
       Lessor and Guarantor with respect to the subject  matter hereof,  (b) may
       be  executed  in several  counterparts,  each of which shall be deemed an
       original,  but all of which  together  shall  constitute one and the same
       instrument,  and (c) shall be binding upon  Guarantor and its  successors
       and assigns  and shall inure to the benefit of, and shall be  enforceable
       by, Lessor and its successors and assigns.

7.     Unless otherwise specifically provided herein, all notices, instructions,
       requests and other  communications  required or permitted hereunder shall
       be in writing and shall become  effective when received or if mailed when
       deposited  in the United  States mail,  postage  prepaid,  registered  or
       certified mail,  return receipt  requested.  Notices shall be directed to
       Lessor at its address  set forth in the Lease,  and to  Guarantor  at its
       address set forth below,  or at such other address as such party may from
       time to time furnish to the other by notice similarly given.

8.     This Guaranty shall be governed by, and construed in accordance with, the
       laws of the State of California.


IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed as of
the date first hereinabove set forth.



                                        VDC Communications, Inc., Guarantor
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                                        By: /s/ Frederick A. Moran
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                                            (Authorized Signature)

                                        Title: Chairman & C.E.O.
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                                        Dated: 2/22/00
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                                        Address: 75 Holly Hill Lane
                                                --------------------------------
                                                 Greenwich, CT
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                                                                       06830
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                                        Telephone:
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