The following form of Amendment to Stock Option Agreements was entered into with
the following executive officers and directors as follows:
<TABLE>
<CAPTION>
Name Price Per Share
---- ---------------
<S> <C>
Frederick A. Moran $0.20625
Clayton F. Moran $0.1875
Edwin B. Read $0.1875
Dr. Hussein Elkholy $0.1875
James B. Dittman $0.1875
Dr. Leonard Hausman $0.1875
</TABLE>
FORM OF AMENDMENT TO STOCK OPTION AGREEMENTS
UNDER THE VDC COMMUNICATIONS, INC.
1998 STOCK INCENTIVE PLAN, AS AMENDED
This Amendment (the "Amendment") is made as of October 16,
2000, (the "Amendment Date") by and between VDC Communications, Inc., a Delaware
corporation (the "Corporation") and Frederick A. Moran (the "Optionee").
WHEREAS, the parties have entered into option agreements
representing stock options granted to the Optionee under the VDC Communications,
Inc. 1998 Stock Incentive Plan, as amended from time to time (the "Plan"); and
WHEREAS, the parties wish to amend certain of these option
agreements.
NOW, THEREFORE, the parties hereto, intending to be legally
bound, and for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, hereby agree as follows:
1. The per share exercise price set forth in Corporation
stock option agreements (collectively the "Amended Agreements") is
-------
hereby amended to be $ .
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2. Except as otherwise set forth herein, the terms of
the Amended Agreements shall remain in full force and effect.
3. This Amendment may be executed in two or more
counterparts and delivered via facsimile, each of which shall be deemed to be an
original, and all of which together shall be deemed to be one and the same
instrument.
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<PAGE>
IN WITNESS WHEREOF, the parties have signed this Amendment as of the
date first written above.
CORPORATION:
VDC COMMUNICATIONS, INC.
By:
-----------------------------------
Frederick A. Moran
Chief Executive Officer
OPTIONEE:
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