VDC COMMUNICATIONS, INC.


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                          Securities Purchase Agreement


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                             Shares of Common Stock
                               at $2.00 per Share


         --------------------------------------------------------------



                                 April 26, 2000


<PAGE>


CONFIDENTIAL
------------

                          SECURITIES PURCHASE AGREEMENT

         THIS SECURITIES  PURCHASE AGREEMENT (the "Agreement" or the "Securities
Purchase  Agreement") is entered into as of the 26th day of April,  2000, by and
between  VDC  Communications,   Inc.,  a  Delaware  corporation  ("VDC"  or  the
"Company"),  and the investor  whose name  appears at the end of this  Agreement
("Purchaser" or "Subscriber").

                                R E C I T A L S:
                                ----------------

         The  Company  wishes  to  obtain  additional  working  capital  and the
Purchaser  desires to provide  such working  capital to the Company  through the
purchase of certain shares of the Company's  common stock,  $.0001 par value per
share (the "Common Stock"), being privately offered by the Company.

         NOW,  THEREFORE,  in  consideration  of the  premises  hereof  and  the
agreements set forth herein below,  the parties hereto,  intending to be legally
bound, hereby agree as follows:

         1.       Sale and Purchase of Shares.
                  ----------------------------

                  Subject to the terms and conditions hereof, the Company agrees
to issue and sell, and the Purchaser agrees to purchase that number of shares of
Common  Stock  (the  "Shares")  identified  on the  signature  page  hereof at a
purchase price of $2.00 per share.  The total purchase price is set forth on the
signature page hereof (the "Purchase Price"). The Purchase Price is payable upon
subscription  in cash,  check or wire  transfer.  If paying by check,  the check
should  be made  payable  to "VDC  Communications,  Inc." and  delivered  to VDC
Communications, Inc. at 75 Holly Hill Lane, Greenwich, Connecticut, 06830.

                  No broker,  investment banker or any other person will receive
from the Company any compensation as a broker,  finder,  adviser or in any other
capacity in connection with the purchase of the Shares hereunder.

         2.       Description of the Shares.
                  --------------------------

                  (a)      Restricted   Securities.    The  Shares   shall    be
"restricted securities" as that term is defined under Rule 144 of the Securities
Act of 1933, as amended (the "Act"),  and may not be offered for sale or sold or
otherwise  transferred  in a transaction  which would  constitute a sale thereof
within the meaning of the Act unless (i) such security has been  registered  for
sale under the Act and registered or qualified under applicable state securities
laws relating to the offer and sale of securities;  or (ii)  exemptions from the
registration  requirements  of the  Act and the  registration  or  qualification
requirements  of all such state  securities  laws are  available and the Company
shall  have  received  an opinion of  counsel  that the  proposed  sale or other
disposition of such securities may be effected  without  registration  under the
Act and would not result in any  violation of any  applicable  state  securities
laws relating to the  registration or qualification of securities for sale, such
counsel and such opinion to be satisfactory to the Company.

                                       2
<PAGE>

                  (b)      Voting Rights; Dividends.  Holders of Common Stock of
the Company have equal rights to receive  dividends when, as, and if declared by
the Board of  Directors  out of funds  legally  available  therefor.  Holders of
Common  Stock of the Company  have one vote for each share held of record and do
not have cumulative voting rights.

                  (c)      Liquidation;  Redemption.  Holders of Common Stock of
the Company are entitled upon liquidation of the Company to share ratably in the
net assets available for distribution,  subject to the rights, if any of holders
of any preferred stock of the Company then  outstanding.  Shares of Common Stock
of the Company are not redeemable and have no preemptive or similar rights.  All
outstanding   shares  of  Common  Stock  of  the  Company  are  fully  paid  and
nonassessable.

                  (d)      Restriction Upon Resale. The Subscriber hereby agrees
that the Shares  shall be  subject  to  restrictions  upon the  transfer,  sale,
encumbrance or other disposition of the Shares. See "Understanding of Investment
Risks" and "Registration Rights".

         3.       Shares Offered in a Private Placement Transaction.
                  --------------------------------------------------

                  The Shares offered by this Securities  Purchase  Agreement are
being offered as a non-public offering pursuant to Section 4(2) and Regulation D
of the Act ("Regulation D").

         4.       Binding Effect of Securities Purchase Agreement; The Closing.
                  -------------------------------------------------------------

                  This Securities Purchase Agreement shall not be binding on the
Company  unless and until an  authorized  executive  officer of the  Company has
evidenced  acceptance thereof by executing the signature page at the end hereof.
The Company may accept or reject this Securities  Purchase Agreement in its sole
discretion if the Purchaser does not meet the suitability  standards established
herein,  or  for  any  other  reason.  A  closing  (the  "Closing")  will  occur
contemporaneously with the execution of this Agreement by all parties hereto.

         5.       Representations and Warranties of the Purchaser. The Purchaser
                  ------------------------------------------------
represents and warrants to the Company as follows:

                  (a)      Accredited Investor. The Purchaser has such knowledge
and  experience  in business and  financial  matters such that the  Purchaser is
capable of  evaluating  the  merits  and risks of  purchasing  the  Shares.  The
Purchaser is either an "accredited investor" as that term is defined in Rule 501
of Regulation D of the Act or a "qualified  institutional buyer" as that term is
defined  in  Rule  144A  of the  Act,  and  represents  that  he  satisfies  the
suitability standards identified in Section 10 hereof;

                  (b)      Loss of Investment.  The  Purchaser('s)  (i)  overall
commitment   to   investments   which  are  not   readily   marketable   is  not
disproportionate to his net worth; (ii) investment in the Company will not cause

                                       3
<PAGE>

such overall  commitment to become excessive;  (iii) can afford to bear the loss
of his  entire  investment  in the  Company;  and  (iv)  has  adequate  means of
providing for his current needs and personal  contingencies  and has no need for
liquidity in his investment in the Company;

                  (c)      Special  Suitability.   The  Purchaser  satisfies any
special  suitability or other applicable  requirements of his state of residence
and/or the state in which the  transaction  by which the  Shares  are  purchased
occurs;

                  (d)      Investment Intent. The Purchaser hereby  acknowledges
that the Purchaser  has been advised that this offering has not been  registered
with, or reviewed by, the Securities  and Exchange  Commission  ("SEC")  because
this offering is intended to be a non-public  offering  pursuant to Section 4(2)
and  Regulation  D of the Act. The  Purchaser  represents  that the  Purchaser's
Shares are being  purchased for the Purchaser's own account and not on behalf of
any other  person,  for  investment  purposes  only and not with a view  towards
distribution or resale to others.  The Purchaser  agrees that the Purchaser will
not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any
portion of the Shares unless they are registered  under the Act or unless in the
opinion  of counsel an  exemption  from such  registration  is  available,  such
counsel  and such  opinion to be  satisfactory  to the  Company.  The  Purchaser
understands  that the Shares have not been registered under the Act by reason of
a claimed exemption under the provisions of the Act which depends, in part, upon
the Purchaser's investment intention;

                  (e)      State Securities Laws. The Purchaser understands that
no securities  administrator  of any state has made any finding or determination
relating to the fairness of this investment and that no securities administrator
of any state has  recommended  or endorsed,  or will  recommend or endorse,  the
offering of the Shares;

                  (f)      Authority; Power;  No   Conflict.    The   execution,
delivery and performance by the Purchaser of the Agreement are within the powers
of the Purchaser, have been duly authorized and will not constitute or result in
a breach or default under, or conflict with, any order,  ruling or regulation of
any court or other tribunal or of any governmental  commission or agency, or any
agreement or other  undertaking,  to which the  Purchaser is a party or by which
the  Purchaser is bound,  and, if the Purchaser is not an  individual,  will not
violate any  provision  of the charter  documents,  Bylaws,  indenture of trust,
operating agreement, or partnership agreement, as applicable,  of the Purchaser.
The signatures of the Purchaser on the Agreement are genuine, and the signatory,
if the Purchaser is an individual,  has legal competence and capacity to execute
the same, or, if the Purchaser is not an individual, the signatory has been duly
authorized to execute the same; and the Agreement  constitutes the legal,  valid
and binding  obligations  of the Purchaser,  enforceable in accordance  with its
terms;

                  (g)      No General Solicitation.  The Purchaser  acknowledges
that no general  solicitation or general advertising  (including  communications
published in any  newspaper,  magazine or other  broadcast) has been received by
him and  that no  public  solicitation  or  advertisement  with  respect  to the
offering of the Shares has been made to him;

                                       4
<PAGE>

                  (h)      Advice of Tax and Legal Advisors.  The  Purchaser has
relied solely upon the advice of his own tax and legal  advisors with respect to
the tax and other legal aspects of this investment;

                  (i)      Broker Fees.  The  Purchaser  is  not  aware that any
person,  and has been advised that no person,  will receive from the Company any
compensation as a broker, finder, adviser or in any other capacity in connection
with the purchase of the Shares;

                  (j)      Access to  Information.  Purchaser  has had access to
all material and relevant  information  concerning the Company,  its management,
financial  condition,   capitalization,   market  information,   properties  and
prospects  necessary to enable Purchaser to make an informed investment decision
with respect to its  investment in the Shares.  Purchaser has carefully read and
reviewed,  and is familiar with and understands the contents thereof and hereof,
including,  without  limitation,  the risk factors referenced in this Agreement.
See "Understanding of Investment Risks." Purchaser  acknowledges that it has had
the  opportunity  to ask questions of and receive  answers  from,  and to obtain
additional information from, representatives of the Company concerning the terms
and  conditions  of the  acquisition  of the Shares and the present and proposed
business and financial condition of the Company,  and has had all such questions
answered to its satisfaction and has been supplied all information requested;

                  (k)      Review of Reports. The Purchaser acknowledges that it
has been provided  with an  opportunity  to review:  (i) a copy of the Company's
Annual Report on Form 10-K for the year ended June 30, 1999;  (ii) a copy of the
Company's  Quarterly  Reports on Form 10-Q for the quarters ended  September 30,
1999 and December 31, 1999; (iii) a copy of the Company's  Amendment Number 1 to
Registration  Statement  on Form S-1 (SEC File Number  333-80107);  and (iv) all
other  recent  reports  filed by the Company  with the  Securities  and Exchange
Commission  under  the  Securities  Exchange  Act  of  1934  (collectively,  the
"Reports").

                  (l)      Understanding the Nature of Securities. The Purchaser
understands and acknowledges that:

                           (i)      The Shares have not  been  registered  under
the Act or any state  securities  laws and are being issued and sold in reliance
upon certain exemptions contained in the Act;

                           (ii)     The Shares  are  "restricted  securities" as
that term is defined in Rule 144 promulgated under the Act;

                           (iii)    The Shares cannot  be  sold  or  transferred
without  registration  under the Act and applicable  state  securities  laws, or
unless the Company  receives an opinion of counsel  reasonably  acceptable to it
(as to both counsel and the opinion) that such  registration  is not  necessary;
and

                                       5
<PAGE>

                           (iv)     The Shares and any  certificates  issued  in
replacement  therefor shall bear the following  legend, in addition to any other
legend required by law or otherwise:

                           "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE
          NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
          "ACT"),  OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY
          NOT BE SOLD,  TRANSFERRED  OR OTHERWISE  DISPOSED OF IN THE ABSENCE OF
          REGISTRATION,  OR THE  AVAILABILITY  OF EXEMPTION  FROM  REGISTRATION,
          UNDER THE ACT and any applicable  state  securities  laws, BASED ON AN
          OPINION LETTER OF COUNSEL SATISFACTORY TO THE COMPANY."

                  (m)      Information Provided. The Purchaser has, on or before
the date of the Closing, been afforded the opportunity to review and is familiar
with the Reports and has based his decision to invest solely on the  information
contained therein,  and the information  contained within this Agreement and the
associated  exhibits and  schedules,  and has not been furnished with and is not
relying upon any other  literature,  prospectus or other  information  except as
included in the Reports or this Agreement.

         6.       Indemnification.  The  Purchaser  shall  indemnify  and   hold
                  ----------------
harmless the Company and the Company's  officers,  directors and employees  from
and against any and all loss, damage or liability  (including  attorneys' fees),
due to, or  arising  out of, a breach or  inaccuracy  of any  representation  or
warranty contained in Section 5.

         7.       Understanding  of Investment  Risks.  Any  investment  in  the
                  ------------------------------------
Shares  should  not be made by a  Purchaser  who  cannot  afford the loss of his
entire Purchase Price. The Purchaser acknowledges that the Shares offered hereby
have not been approved or disapproved by the Securities and Exchange Commission,
or any  state  securities  commissions,  nor has  the  Securities  and  Exchange
Commission  or any state  securities  commission  passed  upon the  adequacy  or
accuracy of this Securities  Purchase Agreement or any exhibit hereto.  Prior to
making an investment in the Shares,  the Purchaser has fully  considered,  among
other things,  the financial and other  information  set forth in the Reports as
well as the risk  factors  enumerated  in the  Company's  Amendment  Number 1 to
Registration Statement on Form S-1 (SEC File Number 333-80107), and acknowledges
that  such  information  has been  considered  prior to making  this  investment
decision.

         8.       Registration Rights.  The Company shall  advise the  Purchaser
                  --------------------
by written  notice  prior to the filing of a  registration  statement  under the
Securities Act (excluding registration on Forms S-8, S-4, or any successor forms
thereto),  covering securities of the Company to be offered and sold (whether by
the  Company or any  stockholder  thereof)  and shall,  upon the  request of the
Purchaser  given at least  five (5)  business  days  prior to the filing of such
registration  statement,   include  in  any  such  registration  statement  such
information  as may be  required  to  permit  an  offering  of the  Shares.  The
Purchaser shall promptly furnish such information as may be reasonably requested
by the Company in order to include  such Shares in the  registration  statement.

                                       6
<PAGE>

Notwithstanding  the  foregoing,  the  Company  may  withdraw  any  registration
statement referred to in this section without thereby incurring liability to the
holders of the Shares.

         With regard to the above registration rights, the Company shall pay for
all registration and filing fees,  printing expenses,  fees and disbursements of
counsel and independent  public  accountants  for the Company,  "blue sky" fees,
fees of the National  Association of Securities Dealers,  Inc. fees and expenses
of  listing  shares  of the  Shares  on any  securities  exchange  or  automated
quotation  system on which the Company's  shares are listed and fees of transfer
agents  and  registrars.  With  regard to the  above  registration  rights,  the
Purchaser  shall be  responsible  for all  underwriting  discounts  and  selling
commissions   applicable  to  the  sale  of  Shares  and  all   accountable   or
non-accountable  expenses  paid to any  underwriter  in  respect  of the sale of
Shares.

         The  Company's  obligation  to register the Shares  extends only to the
inclusion  of the Shares in a  registration  statement  which  covers the public
resale  thereof.  In all events,  the Company shall have no  obligation:  (i) to
assist or  cooperate  in the offering or  disposition  of such  Shares;  (ii) to
obtain a commitment from an underwriter  relative to the sale of such Shares; or
(iii) to include such Shares within an underwritten offering of the Company. The
Company shall assume no  responsibility  for the manner of sale, timing of sale,
or sales price relating to the resale of the Shares.

         9.  Representations  and Warranties of the Company.  The Company hereby
             -----------------------------------------------
represents and warrants to Purchaser as follows:

                  (a)      Organization and Standing of the Company. The Company
is a duly organized and validly existing  corporation in good standing under the
laws of the State of Delaware with  adequate  power and authority to conduct the
business in which it is now engaged and has the corporate power and authority to
enter into this Agreement,  and is duly qualified and licensed to do business as
a foreign  corporation in such other  jurisdictions as is necessary to enable it
to  carry on its  business,  except  where  failure  to do so  would  not have a
material adverse effect on its business;

                  (b)      Corporate  Power  and  Authority.  The  execution and
delivery of this Agreement and the  transactions  contemplated  hereby have been
duly authorized by the Board of Directors of the Company. No other corporate act
or  proceeding  on the  part of the  Company  is  necessary  to  authorize  this
Agreement.  When  duly  executed  and  delivered  by the  parties  hereto,  this
Agreement will constitute a valid and legally binding  obligation of the Company
enforceable   against  it  in  accordance   with  its  terms,   except  as  such
enforceability  may  be  limited  by  (i)  bankruptcy,  insolvency,  moratorium,
reorganization or other similar laws and legal and equitable principles limiting
or affecting the rights of creditors  generally;  and/or (ii) general principles
of equity, regardless of whether considered in a proceeding in equity or at law.


         10.      IMPORTANT CONSIDERATIONS:  SUITABILITY STANDARDS - WHO  SHOULD
                  --------------------------------------------------------------
INVEST.
-------

                                       7
<PAGE>

                  INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK AND IS
SUITABLE ONLY FOR PERSONS OF  SUBSTANTIAL  FINANCIAL  RESOURCES WHO HAVE NO NEED
FOR LIQUIDITY IN THEIR INVESTMENT.

                  A  substantial  number of state  securities  commissions  have
established  investor  suitability  standards  for the  marketing  within  their
respective  jurisdictions of restricted  securities.  Some have also established
minimum  dollar  levels for  purchases  in their  states.  The reasons for these
standards  appear  to be,  among  others,  the  relative  lack of  liquidity  of
securities  of such  programs as  compared  with other  securities  investments.
Investment in the Shares involves a high degree of risk and is suitable only for
persons of substantial  financial  means who have no need for liquidity in their
investments.

                  The  Company  has  adopted as a general  investor  suitability
standard the requirement  that each Subscriber for Shares  represents in writing
that the  Subscriber:  (a) is acquiring the Shares for investment and not with a
view to resale or  distribution;  (b) can bear the  economic  risk of losing his
entire  investment;  (c) his overall  commitment  to  investments  which are not
readily marketable is not  disproportionate  to his net worth, and an investment
in the Shares will not cause such overall  commitment to become  excessive;  (d)
has adequate means of providing for his current needs and personal contingencies
and  has no need  for  liquidity  in  this  investment  in the  Shares;  (e) has
evaluated all the risks of investment in the Company; and (f) has such knowledge
and experience in financial and business  matters as to be capable of evaluating
the  merits  and risks of  investing  in the  Company  or is  relying on his own
purchaser representative in making an investment decision.

                  In addition,  all of the  Subscribers  for Shares must be: (1)
extremely  sophisticated  investors with substantial net worth and experience in
making investments of this nature; and (2) "accredited investors," as defined in
Rule  501 of  Regulation  D under  the  Act,  by  meeting  any of the  following
conditions:

                  (i)      he  or  she  has  an  individual  income in excess of
$200,000  in each of the two most recent  years or joint  income with his or her
spouse in excess of $300,000 in each of those  years,  and he or she  reasonably
expects an income in excess of the aforesaid levels in the current year, or

                  (ii)     he or she has an  individual  net  worth,  or a joint
net worth with his or her spouse, at the time of his or her purchase,  in excess
of $1,000,000 (net worth for these purposes includes homes, home furnishings and
automobiles), or

                  (iii)    he  or she otherwise satisfies the Company that he or
she is an accredited investor, as defined in Rule 501 under the Act.

                  Other  categories of investors  included within the definition
of accredited investor include the following:  certain institutional  investors,
including  certain  banks,  whether  acting  in their  individual  or  fiduciary
capacities;   certain  insurance  companies;   federally  registered  investment
companies;  business  development  companies  (as defined  under the  Investment

                                       8
<PAGE>

Company Act of 1940); Small Business Investment  Companies licensed by the Small
Business  Administration;  certain  employee  benefit  plans;  private  business
development  companies (as defined in the Investment  Advisers Act of 1940); tax
exempt  organizations  (as defined in Section  501(c)(3) of the Internal Revenue
Code)  with  total  assets in excess of  $5,000,000;  entities  in which all the
equity owners are accredited investors; and certain affiliates of the Company.

                  A partnership Subscriber, which satisfies the requirements set
forth in clauses (a) through (f) above shall satisfy the  suitability  standards
if it is an  accredited  investor by reason of clause (iii) above,  or if all of
its partners are accredited investors.  A corporate subscriber,  which satisfies
the  requirements  set forth in clauses (a) through (f) above shall  satisfy the
investor  suitability  standards  if it is an  accredited  investor by reason of
clause (iii) above,  or if all of its  shareholders  are  accredited  investors.
Corporate subscribers must have net worth of at least three (3) times the amount
of their investment in the Shares.

                  The suitability  standards referred to above represent minimum
suitability requirements for prospective purchasers and the satisfaction of such
standards by a prospective  purchaser does not necessarily  mean that the Shares
are a suitable investment for such purchaser.  The Company may, in circumstances
it deems  appropriate,  modify  such  requirements.  The Company may also reject
subscriptions   for  whatever  reasons,   in  its  sole  discretion,   it  deems
appropriate.

                  Securities Purchase Agreements may not necessarily be accepted
in the order in which  received.  Purchasers who are residents of certain states
may be required to meet certain additional suitability standards.

                  THE  ACCEPTANCE  OF A  SUBSCRIPTION  FOR SHARES BY THE COMPANY
DOES NOT  CONSTITUTE A  DETERMINATION  BY THE COMPANY THAT AN  INVESTMENT IN THE
SHARES IS SUITABLE FOR A PROSPECTIVE  INVESTOR.  THE FINAL  DETERMINATION OF THE
SUITABILITY OF INVESTMENT IN THE SHARES MUST BE MADE BY THE PROSPECTIVE INVESTOR
AND HIS OR HER ADVISERS.


         11.      State Law Considerations.
                  -------------------------

                  (a)      For Residents of All States.

                  IN MAKING AN INVESTMENT  DECISION INVESTORS MUST RELY ON THEIR
OWN  EXAMINATION  OF THE  ISSUER'S  SECURITIES  AND THE  TERMS OF THE  OFFERING,
INCLUDING  THE  MERITS  AND  RISKS  INVOLVED.  THESE  SECURITIES  HAVE  NOT BEEN
RECOMMENDED  BY  ANY  FEDERAL  OR  STATE  SECURITIES  COMMISSION  OR  REGULATORY
AUTHORITY.  FURTHERMORE,  THE  FOREGOING  AUTHORITIES  HAVE  NOT  CONFIRMED  THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

                                       9
<PAGE>

         THESE  SECURITIES ARE SUBJECT TO  RESTRICTIONS ON  TRANSFERABILITY  AND
RESALE  AND MAY NOT BE  TRANSFERRED  OR  RESOLD  EXCEPT AS  PERMITTED  UNDER THE
SECURITIES  ACT,  AND  THE  APPLICABLE  STATES  SECURITIES  LAWS,   PURSUANT  TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.

         THE INVESTOR MUST RELY ON THE INVESTOR'S OWN  EXAMINATION OF THE PERSON
OR ENTITY  CREATING THE SECURITIES AND THE TERMS OF THE OFFERING,  INCLUDING THE
MERITS AND RISKS INVOLVED, IN MAKING AN INVESTMENT DECISION ON THESE SECURITIES.

         12.      Notices.    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 facsimile (with written confirmation of receipt), provided
that a copy is mailed by certified mail, return receipt requested (provided that
facsimile  notice shall be deemed  received on the next business day if received
after 5:00 p.m. Eastern Standard Time), or (c) on the next business day, if sent
by a  nationally  recognized  overnight  delivery  service,  in each case to the
appropriate  addresses and  facsimile  numbers set forth below (or to such other
addresses and facsimile  numbers as a party may designate by notice to the other
parties):

                  If to the Company:

                           VDC Communications, Inc.
                           75 Holly Hill Lane
                           Greenwich, CT   06830
                           Attention:  Frederick A. Moran
                                       Chairman & C.E.O.
                           Facsimile:  (203) 552-0908


                  with a copy to:

                           VDC Communications, Inc.
                           75 Holly Hill Lane
                           Greenwich, CT   06830
                           Attention:  Louis D. Frost, Esq.
                                       VDC Corporate Counsel
                           Facsimile:  (203) 552-0908


                                       10
<PAGE>

                  If to Purchaser:

                  to the  address set forth at the end of this  Agreement  or to
such other  addresses as may be specified in  accordance  herewith  from time to
time.

         13.      Survival of  Representations  and Warranties.  Representations
                  ---------------------------------------------
and warranties contained herein shall survive the execution and delivery of this
Agreement.

         14.      Parties in Interest.  All  the  terms  and  provisions of this
                  --------------------
Agreement  shall be binding upon and inure to the benefit of and be  enforceable
by the  respective  successors  and  permitted  assigns of the  parties  hereto,
provided that this  Agreement  and the  interests  herein may not be assigned by
either party without the express written consent of the other party.

         15.      Governing Law.  This  Agreement  shall  be  governed  by   and
                  --------------
construed in accordance with the laws of the State of Connecticut without regard
to the principles of conflict of laws.

         16.      Arbitration.  All  controversies  arising out of or related to
                  ------------
this Agreement shall be determined by binding  arbitration  applying the laws of
the State of Connecticut. Any arbitration between the parties shall be conducted
at the Company's  offices in Greenwich,  Connecticut,  or at such other location
designated  by the Company,  before the American  Arbitration  Association  (the
"AAA").  The decision of the  arbitrator(s)  shall be final and binding upon the
parties  and  judgment  may be  obtained  thereon by either  party in a court of
competent  jurisdiction.  Each  party  shall  bear  the  cost of  preparing  and
presenting  its own case.  The cost of the  arbitration,  including the fees and
expenses of the  arbitrator(s),  shall be shared  equally by the parties  hereto
unless the award otherwise provides. Nothing in this section will prevent either
party from resorting to judicial  proceedings if interim injunctive relief under
the  laws of the  State of  Connecticut  from a court is  necessary  to  prevent
serious and  irreparable  injury to one of the parties,  and the parties  hereto
agree that the state  courts in  Stamford,  Connecticut  and the  United  States
District Court in the District of Connecticut in Bridgeport,  Connecticut  shall
have exclusive subject matter and in personam  jurisdiction over the parties for
purposes of obtaining interim injunctive relief.

         17.      Sections  and Other  Headings.  The section and other headings
                  ------------------------------
contained in this Agreement are for the  convenience  of reference  only, and do
not constitute part of this Agreement or otherwise  affect any of the provisions
hereof.

         18.      Pronouns.  Whenever the context of this Agreement may require,
                  ---------
any pronoun will include the corresponding masculine,  feminine and neuter form,
and the singular form of nouns and pronouns will include the plural.

         19.      Counterpart  Signatures.   This  Agreement  may be executed in
                  ------------------------
multiple  counterparts  each of  which  shall  be an  original  but all of which
together shall constitute one and the same  instrument.  This Agreement may also
be executed and delivered by exchange of facsimile copies showing the signatures

                                       11
<PAGE>

of the parties,  and those  signatures need not be affixed to the same copy. The
facsimile   copies  showing  the  signatures  of  the  parties  will  constitute
originally signed copies of the Agreement requiring no further execution.

         20.      Severability.   If  any  provision of  this Agreement shall be
                  -------------
invalid   or   unenforceable   in   any   jurisdiction,   such   invalidity   or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder of this Agreement or the validity or  enforceability of this Agreement
in any other jurisdiction.

         21.      Entire   Agreement;   Amendments.    This  Agreement  and  the
                  ---------------------------------
instruments  referenced  herein contain the entire  understanding of the parties
with  respect  to  the  matters  covered  herein  and  therein  and,  except  as
specifically set forth herein or therein,  neither the Company nor the Purchaser
make any representation,  warranty, covenant or undertaking with respect to such
matters.  No provision of this  Agreement may be waived or amended other than by
an instrument in writing signed by the party to be charged with enforcement.

         22.      Construction.  This Agreement and any related instruments will
                  -------------
not be  construed  more  strictly  against  one party then  against the other by
virtue of the fact that drafts may have been  prepared by counsel for one of the
parties, it being recognized that this Agreement and any related instruments are
the product of  negotiations  between the  parties  and that both  parties  have
contributed  to  the  final  preparation  of  this  Agreement  and  all  related
instruments.

         23.      Agreement Read and Understood. Both parties hereto acknowledge
                  ------------------------------
that they have had an  opportunity  to consult with an attorney,  and such other
experts  or  consultants  as they deem  necessary  or  prudent,  regarding  this
Agreement and that they, or their  designated  agents,  have read and understand
this Agreement.

         24.      United States Dollars.  All dollar amounts stated herein refer
                  ----------------------
to and are payable solely in United States Dollars.

         IN WITNESS  WHEREOF,  intending to be legally bound, the parties hereto
have caused this Agreement to be signed.


                                        Purchaser:    Frederick  A.  Moran   and
                                        Joan Moran, joint tenants


540,000 Shares/$1,080,000.00
----------------------------
Number and dollar amount                /s/ Frederick A. Moran
of Shares purchased -                   ----------------------------------------
Purchase Price                          Frederick A. Moran

                                        /s/ Joan Moran
                                        ----------------------------------------
                                        Joan Moran



                                       12
<PAGE>

                                        Address/Residence of Purchaser:

                                        25 Doubling Road
                                        ----------------------------------------
                                        Greenwich, CT  06830
                                        ----------------------------------------

                                        Social Security No.:
                                                            --------------------
                                                              Frederick A. Moran


                                                            --------------------
                                                              Joan Moran


                                             Accredited Investor Certification
                                             ---------------------------------
                                             (Place  initials on the appropriate
                                             line(s))

                           (i)      I am a natural  person who  had   individual
-----             income  of  more than  $200,000 in each of the most recent two
                  years or joint  income  with  my  spouse in excess of $300,000
                  in each of the most recent two years  and   reasonably  expect
                  to  reach  that  same  income  level  for  the   current  year
                  ("income",  for  purposes  hereof,   should   be  computed  as
                  follows:  individual  adjusted  gross  income, as reported (or
                  to be reported) on a federal income tax  return,  increased by
                  (1) any  deduction of long-term  capital  gains  under Section
                  1202 of the Internal Revenue Code of 1986  (the  "Code"),  (2)
                  any deduction for depletion under Section 611  et  seq. of the
                  Code,  (3) any exclusion  for  interest  under  Section 103 of
                  the Code and (4) any losses  of  a partnership  as reported on
                  Schedule E of Form 1040); or

                           (ii)     I am a  natural  person whose individual net
-----             worth (i.e.,  total assets in excess  of  total  liabilities),
                  or  joint  net  worth  with my  spouse,  will at the  time  of
                  purchase of the Shares be in excess of $1,000,000; or

                           (iii)    The  Purchaser is an investor satisfying the
-----             requirements  of  Section 501(a)(1),  (2) or (3) of Regulation
                  D promulgated  under  the  Securities  Act, which includes but
                  is not limited to, a   self-directed   employee  benefit  plan
                  where  investment   decisions  are made solely by persons  who
                  are   "accredited    investors"   as  otherwise   defined   in
                  Regulation D; or

                           (iv)     The Purchaser is a "qualified  institutional
-----             buyer"  as  that  term  is  defined  in  Rule  144A   of   the
                  Securities Act; or

                           (v)      The Purchaser is a trust,  which  trust  has
-----             total  assets in excess of  $5,000,000,  which  is  not formed
                  for the  specific  purpose of acquiring   the  Shares  offered
                  hereby and whose  purchase is  directed   by  a  sophisticated
                  person as described in Rule  506(b)(ii)  of  Regulation  D and
                  who has such  knowledge  and  experience   in   financial  and
                  business  matters that he is capable of evaluating  the  risks
                  and merits of an investment in the Shares; or

                                       13
<PAGE>

                           (vi)     I am a director or executive officer of  the
-----             Company; or

                           (vii)    The  Purchaser  is an entity  (other  than a
-----             trust) in which all of the equity owners meet the requirements
                  of at least one of the above subparagraphs.


                                                 Agreed and Accepted by

                                                 VDC COMMUNICATIONS, INC.



                                                 By:      /s/ Frederick A. Moran
                                                    ----------------------------
                                                      Frederick A. Moran
                                                      Chairman & C.E.O.


                                                 Dated:  April 26, 2000
                                                       -------------------------



                                       14