SECURITY AGREEMENT


         THIS  SECURITY  AGREEMENT  is dated April 20, 2000 and is made  between
Network  Consulting  Group,  Inc.  ("Grantor")  and  VDC  Communications,   Inc.
("Secured Party").

                                WITNESSETH THAT:

         WHEREAS,  concurrently  herewith,  Rare Telephony,  Inc. (f/k/a/ Washoe
Technology  Corporation) and Cash Back Rebates LD.com,  Inc.  ("Borrower")  have
executed a certain  Promissory Note (the "Note") in the stated  principal amount
of Two Hundred Thousand Dollars ($200,000) in favor of the Secured Party.

         WHEREAS, also concurrently  herewith,  Grantor has executed in favor of
Secured Party a certain Guaranty  Agreement (the  "Guaranty")  pursuant to which
Grantor has guaranteed the indebtedness of Borrower,  to Secured Party under the
Note.

         WHEREAS,  It is the purpose and intent of the parties  hereto to secure
the Grantor's  guaranty to Secured Party by offering certain security  according
to the terms and conditions set forth herein.

         NOW,  THEREFORE,  intending  to be legally  bound  hereby and for value
received, the parties hereto covenant and agree as follows:

         1.       Definitions.  In  addition  to  the  words  and  terms defined
                  ------------
elsewhere in this Security  Agreement,  the following words and terms shall have
the  following  meanings,  respectively,  unless the context  otherwise  clearly
requires:

                  (a)      "Code"  shall  mean the  Uniform  Commercial  Code of
each  state as  enacted  and in  effect on the date  hereof  in each  applicable
jurisdiction, and as the same may subsequently be amended from time to time.

                  (b)      "Collateral" shall  mean,  all  of  Grantor's  right,
title and interest in, to and under the following  described  property,  whether
now owned or hereafter  acquired (words and terms defined in the Code shall have
the same meanings when used herein):

         (A)      Any  and  all  accounts, accounts receivable,  reimbursements,
notes,  contracts,   contract  rights,  chattel  paper,  cash,  checks,  drafts,
documents,  instruments,  all right of Grantor; all deposit accounts of Grantor,
including, without limitation, security deposit accounts of Grantor's customers,
all funds held therein and all certificates  and instruments,  if any, from time
to time representing or evidencing such deposit accounts;

         (B)      Any and all  customer  lists,  all  documents  containing  the
names,  addresses,  telephone numbers, and other information regarding Grantor's


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customers,  subscribers,  tapes, programs,  printouts, disks, and other material
and  documents  relating to the  recording,  billing or  analyzing of any of the
foregoing, and any other right to payment;

         (C)      Any  and  all  contract  and  lease rights,  including network
contracts,  customer  contracts  and letters of  authorization  authorizing  the
furnishing by Grantor of services, and billing and collection contracts, whether
evidenced  by a document or  otherwise;  in each case with respect to all of the
foregoing  only to the extent  that the grant by Grantor of a security  interest
pursuant to this Agreement in its right,  title and interest in such contract or
document is not prohibited by the terms of such contract or document without the
consent of any other  party  thereto  and would not give any other party to such
contract or document the right to terminate its obligations thereunder (it being
understood that the foregoing shall not be deemed to obligate  Grantor to obtain
any such consents);

         (D)      Any and all accounts, customer  bases,  goodwill  or  accounts
receivable arising from services rendered by Grantor to an end user prior to the
sale,  assignment,  or transfer  of such  account  (collectively,  the "End User
Accounts") to any company;  and rights in and to any of the receivables,  debts,
and other  amounts  payable to Grantor  by and other  company,  and all cash and
non-cash proceeds of the foregoing;

         (E)      Any and all of Grantor's right,  title and  interest,  whether
now owned or hereafter  acquired,  in and to all  equipment in all of its forms,
wherever located, now or hereafter existing,  all fixtures and all parts thereof
and all  accessions  thereto (any and all such  equipment,  fixtures,  parts and
accessions being the "Equipment");

         (F)      Any and all of Grantor's right,  title and  interest,  whether
now owner or hereafter  acquired,  in and to all  inventory in all of its forms,
wherever located,  now or hereafter existing  (including but not limited to, (i)
all raw  materials  and work in process  therefore,  finished  goods thereof and
materials used or consumer in the manufacture or production thereof,  (ii) goods
in which Grantor has an interest in all or a joint or other interest or right of
any kind (including,  without limitation, goods in which Grantor has an interest
or right as consignee)  and (iii) goods that are returned to or  repossessed  by
Grantor),  and  all  accessions  thereto  and  products  thereof  and  documents
therefore (any and all such inventory,  accessions, products and documents being
the "Inventory"),

         (G)      Any and all records and  documents  relating to any and all of
the foregoing including, without limitation,  records of accounts whether in the
form of writing, microfilm, microfiche, tape or electronic media;

         (H)      Any and all general intangibles,  as  defined  in the  Uniform
Commercial Code, and including,  without limitation,  (i) all leases under which
Grantor now or in the future leases and or obtains a right to occupy or use real

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or personal  property,  (ii) all of Grantor's  other contract  rights,  whenever
acquired,  (iii) customer lists, causes in action,  claims (including claims for
indemnification),  books, records,  patents and patent applications,  copyrights
and copyrights applications,  trademarks,  trade names,  tradestyles,  trademark
applications,  blueprints,  drawings, designs and plans, trade secrets, methods,
processes,  contract, licenses, license agreements,  formulae, tax and any other
types of refunds, deposits, returned and unearned insurance premiums, rights and
claims under insurance policies, and computer information, software, records and
data, whenever acquired,  and (iv) all licenses,  permits and approvals of third
parties or  governmental  authorities  necessary  for, or used in the operation,
maintenance,  use of occupancy of, Grantor's businesses or properties,  wherever
located and whenever  acquired (any or all of the foregoing being referred to as
"General Intangibles"); and

         (I)      All products and proceeds (cash  and  non-cash)  of all of the
foregoing, including, without limitation, all interest, dividends, cash, drafts,
rights to receive payment in money or kind,  instruments and other property from
time to time received,  receivable or otherwise  distributed in respect of or in
exchange for any or all of then existing Collateral;  and increases  accessions,
renewals,  replacements and  substitutions of all of the foregoing,  and, to the
extent not otherwise included,  all (i) payments under insurance (whether or not
the Secured  Party is the loss payee  thereof),  or any  indemnity,  warranty or
guaranty,  payable by reason of loss or damage to or  otherwise  with respect to
any of the foregoing Collateral and (ii) cash.

                  (c)      "Secured   Indebtedness"    shall    mean   (i)   all
obligations,  whether of principal,  interest,  fees, expenses or otherwise,  of
Grantor to Secured Party, whether now existing or hereafter incurred,  under the
Note or this  document  as any of the  same may  from  time to time be  amended,
modified  or  supplemented,  together  with  any and all  extensions,  renewals,
refinancings  or  refundings  thereof in whole or in part by the Secured  Party,
(ii) all out-of-pocket costs,  expenses and disbursements,  including reasonable
attorneys'  fees  and  legal  expenses,  incurred  by the  Secured  Party in the
collection of any of the obligations referred to in subclause 1(c)(i) above; and
(iii) any  advances  made,  subsequent  to an Event of  Default,  by the Secured
Party, for the reasonable maintenance,  preservation,  protection or enforcement
of, or realization  upon, the Collateral,  including  advances for taxes and the
like and  reasonable  expenses  incurred  to sell or  otherwise  realize  on, or
prepare for sale or other realization on, any of the Collateral.


         2.       Assignment and Grant  of  Security Interests.  As security for
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the due and punctual  payment and  performance  of the Secured  Indebtedness  in
full,  Grantor  hereby  agrees  that the Secured  Party shall have,  and Grantor
hereby grants to and creates in favor of the Secured  Party,  for the benefit of
the Secured Party, to secure all of the Secured Indebtedness, a continuing first
priority  security  interest  (or,  alternatively,  as high a priority  security

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interest  as is  permitted  by  law)  in and to  Grantor's  Collateral.  Without
limiting the  generality of Section 4 below,  Grantor  further  agrees that with
respect to each item of  Collateral  as to which (i) the  creation  of valid and
enforceable  security interests is not governed  exclusively by the Code or (ii)
the perfection of valid and  enforceable  security  interests  therein under the
Code cannot be accomplished by the Secured Party taking possession thereof or by
the filing in  appropriate  locations of appropriate  Code financing  statements
executed by the Grantor,  Grantor will at its expense execute and deliver to the
Secured Party such documents,  agreements,  notices, assignments and instruments
and take such  further  actions as may be  reasonably  requested  by the Secured
Party from time to time for the purpose of creating a valid and perfected  first
priority lien (or,  alternatively,  as high a priority  security  interest as is
permitted  by law) on such item,  enforceable  against the Grantor and all third
parties to secure the Secured Indebtedness.

         3.       Representations and Warranties.  Grantor  represents, warrants
                  -------------------------------
and covenants to the Secured Party that:

                  (a)      Grantor is the legal and  beneficial owner and holder
of the  Collateral and Grantor has and will continue to have good and marketable
title to the Collateral  which Grantor  purports to own or which is reflected as
owned in its books and records.

                  (b)      The Grantor has received value from the Secured Party
for Grantor's grant of security interests hereunder and, except for the security
interests granted to and created in favor of the Secured Party hereunder, all of
the  Collateral is and will  continue to be free and clear of all liens,  except
any lien possessed by the Secured Party (the "Permitted Lien").

                  (c)      Grantor  has  full  power  to  enter  into,  execute,
deliver and carry out this  Security  Agreement  and to perform its  obligations
hereunder  and all such  actions  have been  duly  authorized  by all  necessary
proceedings  on its part.  This  Security  Agreement  has been duly and  validly
executed and  delivered by Grantor.  This  Security  Agreement  constitutes  the
legal,  valid and  binding  obligations  of Grantor,  enforceable  against it in
accordance  with its terms,  except to the  extent  that  enforceability  may be
limited by bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws affecting the enforceability of creditors' rights generally or limiting the
right of specific performance.

                  (d)      Neither the execution and delivery  of this  Security
Agreement nor compliance with the terms and provisions  hereof (i) will conflict
with or result in any  breach of the terms and  conditions  of the  articles  of
incorporation,  bylaws or  equivalent  documents of Grantor or of any law or any
material  agreement or  instrument to which Grantor is a party or by which it is
bound or to which it is subject, (ii) will constitute a default under any of the
documents  referred  to in  clause  3(d)(i)  above or (iii)  will  result in the


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<PAGE>

creation or enforcement of any lien (other than the Permitted  Lien)  whatsoever
upon any Collateral (now or hereafter acquired) of Grantor.

         4.       Further Assurances.  Grantor will,  from  time to time, at its
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expense,  faithfully preserve and protect the Secured Party's security interests
in the Collateral as continuing first priority perfected security interests (or,
alternatively, as high a priority security interest as is permitted by law), and
will do all such other acts and things and will,  upon  request  therefor by the
Secured Party,  execute,  deliver,  file and record all such other documents and
instruments,  including  financing  statements,  security  agreements,  pledges,
assignments,  documents and powers of attorney  with respect to the  Collateral,
and pay all filing fees and taxes  related  thereto as the Secured  Party in its
reasonable discretion may deem necessary or advisable from time to time in order
to preserve, perfect or protect any security interest granted or purported to be
granted hereby or to enable the Secured Party to exercise and enforce its rights
and remedies  hereunder with respect to any of the Collateral.  Without limiting
the  generality of the  foregoing,  to the extent Article 9 of the Code does not
govern the creation and/or perfection of the security  interests  intended to be
created hereunder,  Grantor agrees to execute and deliver such further documents
and  instruments  and do such further acts as the Secured Party may from time to
time require.

         5.       Covenants.  Grantor covenants and agrees that, (a) it will not
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sell, assign or otherwise dispose of any portion of the Collateral;  (b) it will
obtain and maintain sole and exclusive possession of its Collateral; (c) it will
keep  materially   accurate  and  complete  books  and  records  concerning  the
Collateral  (d) it will promptly  furnish to the Secured Party such  information
and documents  relating to the  Collateral  as the Secured Party may  reasonably
request in order to confirm the status of the Secured Party's security interests
in such Collateral; (e) it will not take or omit to take any actions, the taking
or the  omission  of which  might  result in a material  adverse  alteration  or
impairment of the Collateral or in a violation of this Security  Agreement;  and
(f) it will execute and deliver to the Secured Party and record such supplements
to this  Security  Agreement  and  additional  assignments  as the Secured Party
reasonably  may request to evidence  and confirm the security  interests  herein
contained.

         6.       Preservation   of  Security   Interests.  Grantor assumes full
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responsibility  for taking and hereby agrees to take any and all necessary steps
to preserve and defend the Secured Party's right,  title and security  interests
in and to the  Collateral  against  the claims and demands of all  persons.  The
Secured Party shall be deemed to have exercised  reasonable  care in the custody
and  preservation of the Collateral in the Secured Party's  possession if, prior
to the existence of an Event of Default, the Secured Party takes such action for
that purpose as such Grantor shall reasonably request in writing,  provided that
such requested action will not, in the judgment of the Secured Party, impair the
security  interests  in the  Collateral  created  hereby or the Secured  Party's
rights in, or the value of, such  Collateral,  and  provided  further  that such

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<PAGE>

written  request is received by the Secured Party in  sufficient  time to permit
the Secured Party to take the requested action.

         7.       Secured Party's  Rights  with  Respect to the  Collateral.  At
                  ----------------------------------------------------------
any time and from time to time,  whether or not an Event of  Default  shall have
occurred,  and without  notice to or consent of the Grantor,  the Secured  Party
may, at its option,  do any or all of the  following:  (a) do anything which the
Grantor is required but fails to do  hereunder,  and in  particular  the Secured
Party may,  if the  Grantor  fails to do so,  (i) insure or take any  reasonable
steps to protect the Collateral, (ii) pay any or all taxes, levies, expenses and
costs arising with respect to the  Collateral,  or (iii) pay any or all premiums
payable  on any  policy of  insurance  required  to be  obtained  or  maintained
hereunder, and add any amounts paid under this Section 7 to the principal amount
of the  Note,  and  other  liabilities  of  Grantor  secured  by  this  Security
Agreement;  (b) inspect the Collateral at any  reasonable  time; and (c) pay any
amounts the  Secured  Party  reasonably  elects to pay or advance  hereunder  on
account  of  insurance,  taxes  or  other  costs,  fees or  charges  arising  in
connection  with the  Collateral,  either directly to the payee(s) of such cost,
fee or  charge,  directly  to the  Grantor,  or to such  payee(s)  and  Grantor,
jointly.

         8.       Remedies  on  Default.  If  there  shall  have occurred and be
                  ----------------------
continuing  an Event of Default  under the terms of the Note,  then the  Secured
Party shall have such rights and remedies with respect to the  Collateral or any
part thereof and the proceeds thereof as are provided by the Code and such other
rights and remedies  with respect  thereto which it may have at law or in equity
or under this Security Agreement,  including to the extent not inconsistent with
the provisions of the Code or any other  applicable  law, the right to take over
and collect the  Collateral  which  consists of amounts  owing to Grantor to the
extent not  prohibited by  applicable  law. To this end, the Secured Party shall
have the right to (a) transfer all or any part of any of the Collateral into the
Secured  Party's name or into the name of its nominee or nominees and thereafter
receive all cash, stock and other dividends or distributions  paid or payable in
respect  thereof,  and otherwise act with respect  thereto as the absolute owner
thereof;  (b) notify the obligors on any of the Collateral,  whether accounts or
otherwise, to make payment thereon directly to the Secured Party, whether or not
the Grantor was theretofore making collections  thereon; (c) take control of and
manage the  Collateral;  (d) apply to the payment of the  Secured  Indebtedness,
whether it be due and payable or not, any moneys,  including  cash dividends and
income from the Collateral,  now or hereafter in the hands of the Secured Party,
on deposit or  otherwise,  belonging to Grantor,  in  accordance  with Section 9
hereof;  (e) endorse the name of the Grantor upon any checks or other  evidences
of payment or any document or  instrument  that may come into the  possession of
the Secured Party as proceeds of or relating to such Grantor's  Collateral;  (f)
demand,  sue for, collect,  compromise and give acquittances for the Collateral;
(g) prosecute, defend or compromise any action, claim or proceeding with respect
to the Collateral;  and (h) take such other action as the Secured Party may deem
appropriate,  including  extending  or  modifying  the terms of  payment  of the

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<PAGE>

debtors of Grantor.  In addition,  upon the  occurrence  of an Event of Default,
Grantor,  at the request of the Secured Party, shall assemble all or any portion
of the  Grantor's  Collateral  at such  locations  as the  Secured  Party  shall
designate which are reasonably  convenient to Grantor, and the Secured Party may
sell, assign,  give an option or options to purchase or otherwise dispose of all
or any part of the  Collateral  at any public or  private  sale at such place or
places  and at such time or times and upon such  terms,  whether  for cash or on
credit,  and in such manner,  as the Secured Party may determine,  and apply the
proceeds so received in accordance with Section 9 hereof. Written notice of sale
mailed by certified mail, return receipt requested, to the Grantor, at least ten
(10) calendar days prior to such sale shall be deemed reasonable notice.

                  In the event of a breach by Grantor in the  performance of any
of the terms of this Security  Agreement,  the Secured Party may demand specific
performance  of this  Security  Agreement  and seek  injunctive  relief  and may
exercise any other remedy,  available at law or in equity,  it being  recognized
that the  remedies  of the  Secured  Party at law may not fully  compensate  the
Secured Party for the damages it may suffer in the event of a breach hereof.

         9.       Application of Proceeds.  The proceeds of the Collateral shall
                  ------------------------
be applied to Secured  Indebtedness.  Grantor shall be liable for any deficiency
if the  proceeds  of any sale,  assignment,  giving of an option or  options  to
purchase or other  disposition  of the  Collateral  is  insufficient  to pay all
amounts to which the Secured Party is entitled.

         10.      Attorneys-in-Fact.  After  an  Event  of  Default the  Grantor
                  ------------------
hereby  irrevocably  appoints the Secured  Party,  its  officers,  employees and
agents, or any of them, as  attorneys-in-fact,  with full power of substitution,
for  Grantor for the purpose of carrying  out the  provisions  of this  Security
Agreement and taking any action and executing,  delivering, filing and recording
any  instruments  which the Secured  Party may deem  necessary  or  advisable to
accomplish the purposes hereof, which power of attorney being given for security
is coupled with an interest and  irrevocable.  The Grantor  hereby  ratifies and
confirms and agrees to ratify and confirm all action taken by the Secured Party,
its officers, employees or agents pursuant to the foregoing power of attorney.

         11.      Indemnity and Expenses.
                  -----------------------

                  (a)      The Grantor unconditionally agrees  to indemnify  the
Secured  Party from and  against  any and all  claims,  losses  and  liabilities
arising out of or resulting from this Security Agreement (including  enforcement
of this Security Agreement), except claims, losses or liabilities resulting from
the gross negligence or willful misconduct of the Secured Party.

                  (b)      The Grantor unconditionally agrees upon demand to pay
to the  Secured  Party  the  amount  of any and  all  reasonable  and  necessary
out-of-pocket costs, expenses and disbursements,  including fees and expenses of

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its  counsel,  which the  Secured  Party may  incur in  connection  with (i) the
administration of this Security Agreement, (ii) the custody,  preservation,  use
or operation of, or the sale of, collection from, or other realization upon, the
Collateral,  (iii)  the  exercise  or  enforcement  of any of the  rights of the
Secured Party hereunder or (iv) the failure by the Grantor to perform or observe
any of the provisions hereof.

         12.      Security Interest Absolute;  Waiver of Notices.  All rights of
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the  Secured  Party  hereunder,   all  security  interests  hereunder,  and  all
obligations  of the  Grantor  hereunder  shall be  absolute  and  unconditional,
irrespective of: (a) any lack of validity the Note or any of the other documents
delivered in connection  therewith  ("Other  Documents");  (b) any change in the
time,  manner or place or payment of, or in any other term of, all or any of the
Secured  Indebtedness  or any other amendment or waiver of or any consent to any
departure from the Note or any of the Other Documents; (c) any exchange, release
or non-perfection of any other Collateral;  or (d) any other  circumstance which
might  otherwise  constitute  a defense  available  to, or a  discharge  of, any
Grantor  or any  third  party  mortgagors,  pledgors  or  grantors  of  security
interests.  Grantor  waives any and all notice with respect to acceptance by the
Secured Party of this Security  Agreement,  the provisions of the Note or any of
the Other Documents or any other note,  instrument or agreement  relating to the
Secured   Indebtedness,   and  any  default  in  connection   with  the  Secured
Indebtedness.  Grantor  waives any  presentment,  demand,  notice of dishonor or
nonpayment,  protest,  notice of  protest  and any  other  notice of any kind in
connection with the Secured Indebtedness.

         13.      Termination.  Upon payment in full of the Secured Indebtedness
                  ------------
and termination of the Note,  this Security  Agreement shall terminate and be of
no further force and effect,  and the Secured Party,  at the Grantor's  expense,
shall  thereupon  promptly  return to  Grantor  the  Collateral  and such  other
documents  delivered by Grantor  hereunder as may then be in the Secured Party's
possession. Upon any such termination,  the Secured Party will, at the Grantor's
expense, execute and deliver to the Grantor such documents as that Grantor shall
reasonably request to evidence such termination.

         14.      Modifications, Amendments and Waivers.  Any and all agreements
                  --------------------------------------
amending or changing any provision of this  Security  Agreement or the rights of
any of the Secured Party or the Grantor,  and any and all waivers or consents to
Events of Default or other  departures  from the due  performance of the Grantor
hereunder shall be made only pursuant to the provisions of the Note.

         15.      No Implied Waivers; Cumulative Remedies.  No course of dealing
                  ----------------------------------------
and no  failure  or delay on the part of the  Secured  Party in  exercising  any
right, remedy, power or privilege hereunder shall operate as a waiver thereof or
of any other right,  remedy,  power or privilege of the Secured Party hereunder;
and no single or partial exercise of any such right,  remedy, power or privilege
shall  preclude  any other or further  exercise  thereof or the  exercise of any
other right, remedy, power or privilege.  The rights and remedies of the Secured

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<PAGE>

Party under this  Security  Agreement  are  cumulative  and not exclusive of any
rights or remedies which it may otherwise have.

         16.      Notices.  Unless  otherwise  provided  in this Agreement,  all
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notices are required or permitted to be given pursuant to this  Agreement  shall
be in writing,  and shall be delivered either personally,  by overnight delivery
service or by U.S. certified or registered mail, postage prepaid, return-receipt
requested  and  addressed  to the parties at their  respective  addresses as the
appear  below their  signatures  hereon.  Notices may also be given by facsimile
transmission to the facsimile  telephone numbers which appear below the parties'
respective signatures hereon,  provided that either (a) receipt of the facsimile
transmission is acknowledged in writing by the receiving  party,  which may also
be by a  facsimile  transmission  is  acknowledged  in writing by the  receiving
party,  which may also be by  facsimile  transmission,  or (b) the  transmitting
party obtains a written confirmation from its own facsimile machine showing that
the entire  transmission was transmitted to the receiving party. The parties may
also change their addresses or facsimile  telephone numbers for notice by giving
notice of such change in accordance with this section. Notices sent by overnight
delivery service shall be deemed received on the business day following the date
of deposit with the delivery  service.  Mailed notices shall be deemed  received
upon the earlier of the date of  delivery  shown on the  return-receipt,  or the
second  business  day  after  the date of  mailing.  Notices  sent by  facsimile
transmission  shall be deemed served on the date of transmission,  provided that
all such notices are sent during regular  business hours,  otherwise on the next
business day.

         17.      Severability.
                  -------------

                  (a)      Grantor agrees that the provisions  of this  Security
Agreement are severable,  and in an action or proceeding  involving any state or
federal  bankruptcy,  insolvency  or other law affecting the rights of creditors
generally:

                           (i)      if any clause or  provision  shall  be  held
invalid  or  unenforceable  in whole or in part in any  jurisdiction,  then such
invalidity or  unenforceability  shall affect only such clause or provision,  or
part  thereof,  in such  jurisdiction  and shall not in any manner  affect  such
clause or provision in any other jurisdiction,  or any other clause or provision
in this Agreement in any jurisdiction;

                           (ii)     if this Security Agreement would  be held or
determined to be void,  invalid or unenforceable on account of the amount of the
aggregate   liability  of  Grantor   under  this   Security   Agreement,   then,
notwithstanding  any other provision of this Security Agreement to the contrary,
the aggregate amount of such liability shall,  without any further action by the
Secured Party, Grantor or any other person, be automatically limited and reduced
to the highest  amount  which is valid and  enforceable  as  determined  in such
action or proceeding.

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<PAGE>

                           (iii)    If  the  grant  of  any  security   interest
hereunder by Grantor is held or determined to be void, invalid or unenforceable,
in whole or in part,  such holding or  determination  shall not impair or affect
the validity  and  enforceability  of any clause or provision  not so held to be
void, invalid or unenforceable.

         18.      Governing  Law.  This Security  Agreement  shall be deemed  to
                  ---------------
be a  contract  under  the  laws of New  Jersey  and for all  purposes  shall be
governed  by and  construed  in  accordance  with such  internal  laws,  without
reference to its  conflicts of law  principles,  except as required by mandatory
provisions  of law and except to the extent that the validity or  perfection  of
security  interests  hereunder,  or  remedies  hereunder  with  respect  to  the
Collateral,  is governed by the laws of a jurisdiction other than the law of New
Jersey.

         19.      Successors  and  Assigns.   This Security  Agreement  shall be
                  -------------------------
freely  assignable and  transferable by the Secured Party in connection with the
assignment  or transfer  of the Secured  Indebtedness;  provided,  however,  the
duties and obligations of the Grantor may not be delegated or transferred by the
Grantor,  without  the  written  consent of the  Secured  Party.  The rights and
privileges  of the Secured Party shall inure to their benefit and the benefit of
its  respective  successors  and assigns and the duties and  obligations  of the
Grantor shall bind the Grantor and its respective successors and assigns.

         20.      Counterparts.  This  Security Agreement may be executed in any
                  -------------
number  of  counterparts  and  by  the  different  parties  hereto  on  separate
counterparts,  each of which, when so executed and delivered, shall be deemed an
original,  but all  such  counterparts  shall  constitute  but one and the  same
instrument.

         21.      Consent  to  Jurisdiction;  Waiver of Jury Trial.  The Grantor
                  -------------------------------------------------
hereby irrevocably  consents to the exclusive  jurisdiction of the courts of New
Jersey and waives  personal  service of any and all process upon it and consents
that all such  service  of  process  be made by  certified  or  registered  mail
directed  to the  Grantor at the  addresses  set forth below and service so made
shall be deemed to be completed upon actual receipt thereof.  The Grantor waives
any objection to jurisdiction and venue of any action  instituted  against it as
provided  herein  and  agrees  not to  assert  any  defense  based  on  lack  of
jurisdiction or venue, AND THE SECURED PARTY WAIVES TRIAL BY JURY IN ANY ACTION,
SUIT,  PROCEEDING OR COUNTERCLAIM WITH RESPECT TO THIS SECURITY AGREEMENT TO THE
FULL EXTENT PERMITTED BY LAW.

         22.      Interpretation.    No   rule   of   construction     requiring
                  ---------------
interpretation  against the drafting party shall apply to the  interpretation of
this Agreement. Additionally, nothwithstanding any other term in this Agreement,
this  Agreement  is meant to augment  and  supplement  the  rights and  benefits
conferred  upon Secured Party in other security  agreements  executed by Grantor

                                       10
<PAGE>

for the  benefit  of the  Secured  Party  and shall  not be  interpreted  to the
contrary.

         WITNESS  the due  execution  hereof as of the day and year first above
written.



ATTEST:                                     "GRANTOR"


/s/ Debra Santa Lucia                       NETWORK CONSULTING GROUP, INC.
---------------------
Signature


                                            By:   /s/ Peter J. Salzano President
                                               ---------------------------------
Debra Santa Lucia                                     Peter J. Salzano
-----------------                                     President
Print Name



                                            101 Route 46E
                                            Pine Brook, NJ 07058
                                            Facsimile No. (973) 882-8520
                                                         -----------------------





ATTEST:                                     "SECURED PARTY"


/s/ Louis D. Frost                          VDC COMMUNICATIONS, INC.
------------------
Signature


                                            By:  /s/ Frederick A. Moran
                                               ---------------------------------
Louis D. Frost                                       Frederick A. Moran
--------------                                       Chief Executive Officer
Print Name

                                            75 Holly Hill Lane
                                            Greenwich, CT  06830
                                            Facsimile No. (203) 552-0908
                                                         -----------------------



                                       11