The following Form of Incentive Stock Option Agreement was entered into with the
following executive officers:

<TABLE>
<CAPTION>

Name / Optionee            Number of Shares Underlying Options

<S>                        <C>
Clayton F. Moran           10,000

Charles W. Mulloy          10,000

Edwin B. Read              10,000

Peter Zagres               10,000

</TABLE>

                                                                        --------
                                                                        Optionee



                            VDC COMMUNICATIONS, INC.
                            ------------------------

                    FORM OF INCENTIVE STOCK OPTION AGREEMENT
                       UNDER THE VDC COMMUNICATIONS, INC.
               1998 STOCK INCENTIVE PLAN, AS AMENDED (the "Plan")
                  This Agreement is made as of March 24, 2000 (the "Grant Date")
by  and  between  VDC   Communications,   Inc.,  a  Delaware   corporation  (the
"Corporation") and (the "Optionee").

                  WHEREAS,  Optionee is an employee of the Corporation or one of
its  subsidiaries  and the  Corporation  considers it desirable  and in its best
interest that Optionee be given an inducement to acquire a proprietary  interest
in the  Corporation and an incentive to advance the interests of the Corporation
by granting  the  Optionee an option to purchase  shares of common  stock of the
Corporation (the "Common Stock");

                  NOW,  THEREFORE,  the parties hereto,  intending to be legally
bound,  hereby agree that as of the Grant Date,  the  Corporation  hereby grants
Optionee an option to purchase from it, upon the terms and  conditions set forth
in the Plan (a copy of which is attached hereto) and this Agreement, that number
of shares of the authorized and unissued  Common Stock of the  Corporation as is
set forth on Schedule A hereto.

                  1.       Terms of Stock Option.  The option to purchase Common
Stock  granted  herein is subject to the terms,  conditions,  and  covenants set
forth in the Plan as well as the following:

<PAGE>

                           (a)      This option  shall  constitute  an Incentive
                                    Stock  Option  which is  intended to qualify
                                    under  Section 422 of the  Internal  Revenue
                                    Code of 1986, as amended;

                           (b)      The per share  exercise price for the shares
                                    subject  to this  option  shall be  slightly
                                    higher  than 100% of the Fair  Market  Value
                                    (as defined in the Plan) of the Common Stock
                                    on the Grant Date,  which  exercise price is
                                    set forth on Schedule A hereto;

                           (c)      This option  shall vest in  accordance  with
                                    the vesting schedule set forth on Schedule A
                                    hereto; and

                           (d)      No portion of this  option may be  exercised
                                    more  than ten  (10)  years  from the  Grant
                                    Date.

                  2.       Payment  of  Exercise  Price.    The  option  may  be
exercised,  in part or in whole,  only by  written  request  to the  Corporation
accompanied by payment of the exercise price in full either: (i) in cash for the
shares  with  respect  to  which  it is  exercised;  (ii) by  delivering  to the
Corporation   a  notice  of  exercise  with  an   irrevocable   direction  to  a
broker-dealer  registered under the Securities Exchange Act of 1934, as amended,
to sell a  sufficient  portion  of the  shares  and  deliver  the sale  proceeds
directly to the Corporation to pay the exercise  price;  (iii) in the discretion
of  the  Plan  Administrator,   through  the  delivery  to  the  Corporation  of
previously-owned  shares of Common Stock  having an aggregate  Fair Market Value
equal to the option exercise price of the shares being purchased pursuant to the
exercise of the Option; provided, however, that shares of Common Stock delivered
in payment of the option  price must have been held by the Optionee for at least
six (6)  months in order to be  utilized  to pay the option  price;  (iv) in the
discretion  of the Plan  Administrator,  through an  election  to have shares of
Common Stock  otherwise  issuable to the  Optionee  withheld to pay the exercise
price  of such  Option;  or (v) in the  discretion  of the  Plan  Administrator,
through any combination of the payment procedures set forth in Subsections (i) -
(iv) of this paragraph.

                  3.       Miscellaneous.

                           (a)      This  Agreement and the options  represented
                                    hereby may not be assigned or transferred in
                                    any manner  except by will or by the laws of
                                    descent  and  distribution  or pursuant to a
                                    domestic relations order.

                           (b)      This   Agreement   will  be   governed   and
                                    interpreted  in accordance  with the laws of
                                    the  State  of   Connecticut,   and  may  be
                                    executed in more than one counterpart,  each
                                    of  which  shall   constitute   an  original
                                    document.

                                       2
<PAGE>

                           (c)      No   alterations,   amendments,  changes  or
                                    additions to this  Agreement will be binding
                                    upon  either  the  Corporation  or  Optionee
                                    unless reduced to writing and signed by both
                                    parties.

                           (d)      All  controversies or claims arising out  of
                                    this  Agreement   shall   be  determined  by
                                    binding   arbitration,   conducted   at  the
                                    Corporation's    offices    in    Greenwich,
                                    Connecticut,  or   at  such  other  location
                                    designated   by  the   Corporation,   before
                                    the American Arbitration Association.

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

                           (f)      If any  provision of this  Agreement is held
                                    to  be  invalid,  the  remaining  provisions
                                    shall remain in full force and effect.


         In witness whereof,  the parties have executed this Agreement as of the
Grant Date.


                                                  CORPORATION:

                                                  VDC COMMUNICATIONS, INC.


                                                  By:
                                                     ---------------------------
                                                         Frederick A. Moran
                                                         Chief Executive Officer


                                                  OPTIONEE:


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

                                       3
<PAGE>

                                                                        --------
                                                                        Optionee


                                   Schedule A



1.       Grant Date:  March 24, 2000

2.       Number of Shares of Common Stock covered by the Option: 10,000

3.       Exercise  Price  (slightly  higher  than 100% of Fair  Market  Value of
         Common  Stock on the Grant  Date):  $3.50

4.       The Option is vested in full as of the Grant Date.






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