VDC COMMUNICATIONS INC, SC 13D/A, 2000-05-01

VDC COMMUNICATIONS INC
SC 13D/A, 2000-05-01
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

VDC Communications, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)

Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)

91821B 10 1
- --------------------------------------------------------------------------------
(CUSIP Number)

Frederick A. Moran
VDC Communications, Inc.
75 Holly Hill Lane
Greenwich, CT 06830
(203) 869-5100
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

April 26, 2000
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.204.13d-7 for other
parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.

<PAGE>

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CUSIP No. 91821B 10 1 Page 2 of 10 Pages
- --------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Frederick A. Moran
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See
Instructions)

(a)
(b) X
- --------------------------------------------------------------------------------
3. SEC Use Only

- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions)

PF, OO
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)

X
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization

U.S.A.
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares Bene-
ficially by 310,375 (1)
Owned by Each -----------------------------------------------------------
Reporting 8. Shared Voting Power
Person With
971,463
----------------------------------------------------------
9. Sole Dispositive Power

310,375 (1)
----------------------------------------------------------
10. Shared Dispositive Power

971,463
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person

4,068,960 (2)
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)

- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)

18.3% (3)
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)

(1) Includes stock options to purchase 60,000 shares of VDC Communications,
Inc. ("Issuer") common stock, par value $.0001 per share ("Common Stock") held
by Frederick A. Moran ("Mr. Moran"), individually and vested as of April 2000.

(2) Includes stock options to purchase 64,500 shares of Issuer Common
Stock which are vested as of April 2000. The 4,068,960 shares are owned by the
following individuals and entities in the following amounts: Frederick A. Moran
(125,000 shares plus options to purchase 60,000 shares); Joan Moran (options to
purchase 4,500 shares); Frederick A. Moran and Joan Moran (930,083 shares);
Frederick A. Moran and Anne Moran (41,380 shares); the Moran Equity Fund, Inc.

<PAGE>
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CUSIP No. 91821B 10 1 Page 3 of 10 Pages
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(938 shares); the Luke F. Moran Trust (1,328,660 shares); the Kent F. Moran
Trust (1,328,810 shares); Luke F. Moran (22,102 shares); Kent F. Moran (15,671
shares); the Frederick A. Moran, IRA (85,998 shares); the Frederick Moran Trust
(90 shares); the Anne Moran Trust (125 shares); the Luke Moran IRA (333 shares);
the Kent Moran IRA (333 shares); the Joan Moran IRA (248 shares); Anne Moran
(63,643 shares); and the Anne Moran IRA (61,046 shares).

This Statement assumes that all shares referenced in the preceding
paragraph are beneficially owned by Mr. Moran due to his family relationship and
family association with the individuals and entities in the preceding paragraph
and therefore the possibility that Mr. Moran is part of a "group" for the
purposes of Section 13(d)(3) of the Act and Rule 13d-5(b)(1) thereunder.
However, it is important to note, as referenced in Items 7 through 10 of the
cover page, that Mr. Moran has voting and dispositive power over a very limited
number of shares. The filing of this Statement shall not be construed as an
admission that Mr. Moran is, for purposes of Section 13(d), or 13(g) of the Act,
the beneficial owner of any securities covered by the Statement. The filing of
this Statement shall not be construed as an admission that Mr. Moran is part of
any "group" for the purposes of Section 13(d)(3) of the Act and Rule 13d-5(b)(1)
thereunder. Moreover, Mr. Moran specifically disclaims that he is part of any
such group. This disclaimer is based, in part, on the fact that there is neither
an agreement, either orally or in writing, among the Moran individuals or Moran
entities that Mr. Moran is associated with, nor is there a common plan or goal
among such individuals and entities that would give rise to a "group."

(3) Based upon 21,655,632 shares of Issuer Common Stock outstanding as of
April 26, 2000 plus 64,500 shares of Issuer Common Stock underlying stock
options plus 540,000 shares of Issuer Common Stock purchased by Mr. Moran and
Joan Moran in a private placement on April 26, 2000, but not yet issued.

This Amendment No. 1 (the "Amendment No. 1" or "Statement") amends
the Schedule 13D, dated December 17, 1999 (the "Schedule 13D") filed by Mr.
Moran. Except as specifically amended hereby, the Schedule 13D remains in full
force and effect.

Defined terms herein shall have the meaning specified in the Schedule
13D, except as provided herein.

Item 3 of the Schedule 13D is amended hereby in its entirety to read:

Item 3. Source and Amount of Funds or Other Consideration

On April 26, 2000, Mr. Moran and his wife, Joan Moran, jointly
purchased 540,000 shares of Issuer Common Stock for $1,080,000 (the "Private
Placement"). The source of this purchase price was the personal funds of Mr.
Moran and Joan Moran.

The following paragraphs detail certain prior transactions that
resulted in the acquisition of Issuer securities, certain of which are reflected
in this Statement.

On May 5, 1999, Mr. Moran and his wife, Joan Moran, jointly purchased
280,000 shares of Issuer Common Stock for $840,000. The source of this purchase
price was the personal funds of Mr. Moran and Joan Moran. Also on May 5, 1999,
the Kent F. Moran Trust purchased 24,160 shares of Issuer Common Stock for
$72,480. The source of this purchase price was the Trust's funds. Also on May 5,
1999, the Luke F. Moran Trust purchased 24,010 shares of Issuer Common Stock for
$72,030. The source of this purchase price was the Trust's funds. The
above-referenced acquisitions were part of an overall private placement
conducted by the Issuer in May 1999 (the "May 1999 Private Placement") in which
the Issuer sold 1,265,947 shares of Common Stock in a non-public offering exempt
from registration pursuant to Section 4(2), and Rule 506 of Regulation D of the
Securities Act of 1933 as follows:

<PAGE>
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CUSIP No. 91821B 10 1 Page 4 of 10 Pages
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<TABLE>
<CAPTION>
Shareholder Number of Shares Consideration ($) Warrants(1)
----------- ---------------- ----------------- --------

<S> <C> <C> <C>
Adase Partners, L.P. 60,000 162,000.00 6,000

Alnilam Partners, LP 2,185 (2)

Dean Brizel and Jeanne Brizel 20,000 54,000.00 2,000

Stephen Buell 20,000 54,000.00 2,000

Capital Opportunity Partners One, LP 20,000 54,000.00 2,000

Arthur Cooper and Joanie Cooper 40,000 108,000.00 4,000

Mark Eshman & Jill Eshman trustees for the 20,000 54,000.00 2,000
Eshman Living Trust dated 9/24/90

Jeffrey Feingold and Barbara Feingold 20,000 54,000.00 2,000

Fred Fraenkel 20,000 54,000.00 2,000

Torunn Garin 60,000 162,000.00 6,000

Henry D. Jacobs Jr. 37,037 99,999.90 3,703

Frederick A. Moran and Joan B. Moran 280,000 840,000.00 -

Kent F. Moran Trust 24,160 72,480.00 -

Luke F. Moran Trust 24,010 72,030.00 -

Ernst Von Olnhausen 10,000 27,000.00 1,000

Paradigm Group, LLC 370,370 999,999.00 64,814 (3)

PGP I Investors, LLC 185,185 499,999.50 18,518

Santa Fe Capital Group (NM), Inc. 3,000 (2)

Scott Schenker and Randi Schenker 20,000 54,000.00 2,000

Michael Weissman 10,000 27,000.00 1,000

Robert Vicas 20,000 54,000.00 2,000
------------------ ------------------- ------------

Total 1,265,947 121,035
</TABLE>

(1) The warrants have an exercise price of $6.00 per share and expire
three years from the date of grant (May, 2002).

(2) In consideration for investment banking services rendered in connection
with private placement.

(3) Includes warrant to purchase 27,777 shares granted in consideration for
consulting services rendered in connection with private placement.

In December 1998, Anne Moran, the Anne Moran IRA, Mr. Moran and Anne
Moran, the Frederick A. Moran, IRA, the Joan Moran, IRA, Kent Moran, Luke Moran
and the Moran Equity Fund, Inc. purchased shares of Issuer Common Stock in a
non-public offering exempt from registration pursuant to Section 4(2) and Rule
506 of Regulation D of the Act as set forth below (the "December Private
Placement"). For the individuals and entity referenced in this paragraph,
certain other information required by this Item 3 is set forth in the table
below.

<PAGE>
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CUSIP No. 91821B 10 1 Page 5 of 10 Pages
- --------------------------------------------------------------------------------

Shareholder Number of Shares Purchase Price ($) Source of Funds
- ----------- ---------------- ------------------ ---------------
<S> <C> <C> <C>
Anne Moran 35,310 127,998.75 Personal funds of Anne Moran
Anne Moran, IRA 49,379 178,998.87 Personal funds of Anne Moran
Frederick A. Moran & 41,380 150,002.50 Personal funds of Mr. Moran and
Anne Moran Anne Moran
Frederick A. Moran, IRA 331 1,199.875 Personal funds of Mr. Moran
Frederick W. Moran 100,000 362,500 N/A
Joan Moran, IRA 248 899 Personal funds of Joan Moran
Kent Moran 8,221 29,801.13 Personal funds of Kent Moran
Luke Moran 9,352 33,901 Personal funds of Luke Moran
Moran Equity Fund, Inc. 938 3,400.25 Working capital
---
TOTAL 245,159

</TABLE>

In May 1998, Anne Moran, the Anne Moran Trust, the Anne Moran, IRA, the
Moran Equity Fund, Inc., the Frederick A. Moran, IRA, Frederick A. Moran and
Joan B. Moran, the Frederick A. Moran Trust, Kent Moran, the Kent Moran, IRA,
Luke Moran, and the Luke Moran IRA purchased shares of Issuer Common Stock in a
non-public offering exempt from registration pursuant to Section 4(2) and Rule
506 of Regulation D of the Act as set forth below (the "May Private Placement").
For the individuals and entities referenced in this paragraph, certain other
information required by this Item 3 is set forth in the table below.

Shareholder Number of Shares Purchase Price ($) Source of Funds
- ----------- ---------------- ------------------ ---------------

<S> <C> <C> <C>
Lancer Offshore, Inc. 150,000 900,000 N/A
Lancer Voyager Fund 25,000 150,000 N/A
Anne Moran 39,333 235,998 Personal funds of Anne Moran
Anne Moran Trust 250 1,500 Trust funds
Anne Moran, IRA 11,667 70,002 Personal funds of Anne Moran
Moran Equity Fund, Inc. 27,000 162,000 Working capital
Frederick A. Moran, IRA 85,667 514,002 Personal funds of Mr. Moran
Frederick A. Moran 23,667 142,002 Personal funds of Mr. Moran and
& Joan B. Moran Joan Moran
Frederick A. Moran Trust 180 1,080 Trust funds
Frederick W. Moran 100,000 600,000 N/A
Kent Moran 10,000 60,000 Personal funds of Kent Moran
Kent Moran, IRA 333 1,998 Personal funds of Kent Moran
Luke Moran 10,000 60,000 Personal funds of Luke Moran
Luke Moran, IRA 333 1,998 Personal funds of Luke Moran
Alan B. Snyder 100,000 600,000 N/A
-------
TOTAL 583,430

</TABLE>

Pursuant to the terms of an Amended and Restated Agreement and Plan of
Merger, by and among VDC Corporation Ltd. ("VDC"), a Bermuda company, the Issuer
(then known as VDC (Delaware), Inc.), Sky King Communications, Inc., a
Connecticut corporation ("Sky King") and the Sky King shareholders (the "Merger
Agreement"), as further amended by an Amendment to the Merger Agreement, dated
March 6, 1998 (the "Amendment"), Sky King merged with and into the Issuer (the
"Merger"). In exchange for their shares of Sky King common stock, Sky King
shareholders were issued shares of preferred stock of the Issuer ("Preferred
Stock"). As part of the Merger: (1) Mr. Moran and Joan Moran were jointly issued
82,670 shares of Preferred Stock; (2) Luke Moran was issued 1,304,650 shares of
Preferred Stock; and (3) Kent Moran was issued 1,304,650 shares of Preferred
Stock. In accordance with the terms of the Merger Agreement, all shares of
Preferred Stock, including those shares held by Mr. Moran and Joan Moran,
jointly, Kent Moran and Luke Moran, were converted into shares of Issuer Common
Stock upon the merger of VDC with and into the Issuer on November 6, 1998.

References to, and descriptions of, the Merger Agreement and the
Amendment as set forth in this Item 3 are qualified in their entirety by
reference to the copies of the Merger Agreement and the Amendment, included as
Exhibits 4 and 5 to the Schedule 13D, respectively, and are incorporated in this
Item 3 where such references and descriptions appear.

<PAGE>
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CUSIP No. 91821B 10 1 Page 6 of 10 Pages
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Item 4 of the Schedule 13D is amended hereby in its entirety to read:

Item 4. Purpose of the Transaction

The securities acquired by Frederick A. Moran and Joan Moran, Frederick
A. Moran and Anne Moran, the Moran Equity Fund, Inc., the Luke F. Moran Trust,
the Kent F. Moran Trust, Luke F. Moran, Kent F. Moran, the Frederick A. Moran,
IRA, the Frederick Moran Trust, the Anne Moran Trust, the Luke Moran IRA, the
Kent Moran IRA, the Joan Moran IRA, Anne Moran, and the Anne Moran, IRA, as
documented above in Item 3, were acquired for investment purposes. It should be
noted, however, that the shares acquired by Mr. Moran and Joan Moran, Luke Moran
and Kent Moran in the Merger were acquired in a transaction pursuant to which
Sky King management, including Mr. Moran, assumed management control of VDC.
That is, despite the fact that the shares acquired by such individuals were
acquired for investment purposes, the shares were acquired as part of a
transaction that specifically contemplated a change in management.

Except as set forth below, Mr. Moran does not have any present plans or
proposals which relate to, or would result in: (a) an acquisition by any person
of additional securities of the Issuer, or the disposition of securities of the
Issuer; (b) an extraordinary transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of the assets of the Issuer or any of its
subsidiaries; (d) any change in the present Board of Directors (the "Board") or
management of the Issuer; (e) any material change in the present capitalization
or dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) any changes in the Issuer's charter,
bylaws, or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person; (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to the
Act; or (j) any action similar to those enumerated above.

In his capacity as a shareholder of the Issuer, Mr. Moran does not
have any present plans or proposals which relate to, or would result in
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D. Mr. Moran reserves the right to acquire, sell or transfer securities of the
Issuer to the extent he deems advisable in light of market conditions and other
factors.

As an Officer and Director of the Issuer, Mr. Moran has influence over
the corporate activities of the Issuer, including as may relate to transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Mr. Moran
reserves the right to formulate and implement purposes, plans, or proposals
regarding the Issuer or its securities to the extent he deems advisable in light
of his position as Chief Executive Officer, Chairman of the Board and Director
of the Issuer.

As previously announced by the Issuer, the Issuer has come to an
agreement to acquire a privately owned U.S. retail long distance carrier. Mr.
Moran, in his capacity as an Officer of the Issuer, has been and will continue
to be involved in said acquisition, regardless of its end result. As previously
announced, the Issuer has commenced development of a Voice Over Internet
Protocol business. Mr. Moran, in his capacity as an Officer of the Issuer, has
been and will continue to be involved in the development of this business. The
Company had been underway with a private placement. In light of Mr. Moran's
completing the Private Placement, the Company may (or may not) cancel that
undertaking. The statements made in this paragraph speak only as of the date
made. To the fullest extent permitted by law, Mr. Moran disclaims any obligation
to update any of these statements to reflect any change in Mr. Moran's
expectations with regard thereto or any change in events, conditions,
circumstances or assumptions underlying such statements.

Item 5 of the Schedule 13D is amended hereby in its entirety to read:

Item 5. Interest in Securities of the Issuer

(a) As of the date of the filing of this Statement, Mr. Moran is
the beneficial owner of 4,068,960 shares of Issuer Common Stock (see Footnote 1
below)(which includes stock options to purchase 64,500 shares of Issuer Common

<PAGE>
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CUSIP No. 91821B 10 1 Page 7 of 10 Pages
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Stock which are vested as of April 2000) which constitutes 18.3% of the issued
and outstanding shares of Issuer Common Stock (based upon 21,655,632 shares of
Issuer Common Stock outstanding as of April 26, 2000 plus 64,500 shares of
Issuer Common Stock underlying stock options plus 540,000 shares of Issuer
Common Stock purchased by Mr. Moran and Joan Moran in a private placement on
April 26, 2000, but not yet issued).

(b) As of the date of filing this Statement, Mr. Moran had sole
dispositive and voting power with respect to 310,375 shares of Issuer Common
Stock (including options to purchase 60,000 shares of Issuer Common Stock held
by Mr. Moran, individually, and vested as of April 2000) and shared dispositive
and voting power with respect to 971,463 shares of Issuer Common Stock. The
following sets forth information with regards to each person with whom the power
to vote or to direct the vote or to dispose or to direct the disposition of
shares is shared:

(i) Joan B. Moran.

(a) Joan B. Moran is one of the individuals with
whom Mr. Moran shares the power to vote or to direct the vote or to dispose or
direct the disposition of shares.

(b-c) Mrs. Moran's principal occupation is
administrative and human resources assistant at the Issuer. Mrs. Moran's
business address and the address of the Issuer is 75 Holly Hill Lane, Greenwich,
Connecticut 06830.

(d) During the last five years, Mrs. Moran has
not been convicted in any criminal proceedings.

(e) During the last five years, Mrs. Moran
has not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction, as a result of which she was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.

(f) Mrs. Moran is a citizen of the United States
of America.

(ii) Anne Moran.

(a) Anne Moran is one of the individuals with
whom Mr. Moran shares the power to vote or to direct the vote or to dispose or
direct the disposition of shares.

(b-c) Mrs. Moran is not currently employed. Mrs.
Moran's residence address is 25 Doubling Road, Greenwich, Connecticut 06830.

(d) During the last five years Mrs. Moran has
not been convicted in any criminal proceedings.

(f) Mrs. Moran is a citizen of the United States
of America.

(c) Except for the transactions described in Item 3 above,
Mr. Moran has not effected any transactions in the securities of the Issuer
during the past sixty (60) days.

<PAGE>
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CUSIP No. 91821B 10 1 Page 8 of 10 Pages
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(d) The 4,068,960 shares referenced in Item 5(a) are owned by the
following individuals and entities in the following amounts: Frederick A. Moran
(125,000 share plus options to purchase 60,000 shares); Joan Moran (options to
purchase 4,500 shares); Frederick A. Moran and Joan Moran (930,083 shares);
Frederick A. Moran and Anne Moran (41,380 shares); the Moran Equity Fund, Inc.
(938 shares); the Luke F. Moran Trust (1,328,660 shares); the Kent F. Moran
Trust (1,328,810 shares); Luke F. Moran (22,102 shares); Kent F. Moran (15,671
shares); the Frederick A. Moran, IRA (85,998 shares); the Frederick Moran Trust
(90 shares); the Anne Moran Trust (125 shares); the Luke Moran IRA (333 shares);
the Kent Moran IRA (333 shares); the Joan Moran IRA (248 shares); Anne Moran
(63,643 shares); and the Anne Moran IRA (61,046 shares). Each of these
individuals and entities has either the sole, or shares, the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, securities the beneficial ownership of which is attributed to them. The Kent
F. Moran Trust and the Luke F. Moran Trust each separately owns more than five
percent of the outstanding shares of Common Stock of the Issuer.

This Statement assumes that all shares referenced in the
preceding paragraph are beneficially owned by Mr. Moran due to his family
relationship and family association with the individuals and entities in the
preceding paragraph and therefore the possibility that Mr. Moran is part of a
"group" for the purposes of Section 13(d)(3) of the Act and Rule 13d-5(b)(1)
thereunder. However, it is important to note, as referenced in Item 5(b), that
Mr. Moran has voting and dispositive power over a very limited number of shares.
The filing of this Statement shall not be construed as an admission that Mr.
Moran is, for purposes of Section 13(d), or 13(g) of the Act, the beneficial
owner of any securities covered by the Statement. The filing of this Statement
shall not be construed as an admission that Mr. Moran is part of any "group" for
the purposes of Section 13(d)(3) of the Act and Rule 13d-5(b)(1) thereunder.
Moreover, Mr. Moran specifically disclaims that he is part of any such group.
This disclaimer is based, in part, on the fact that there is neither an
agreement, either orally or in writing, among the Moran individuals or Moran
entities that Mr. Moran is associated with, nor is there a common plan or goal
among such individuals and entities that would give rise to a "group."

Pursuant to the terms of a Settlement, Release and Discharge
Agreement, dated November 19, 1998 by and among the Issuer, Dr. James C.
Roberts, and Mr. Moran, Dr. Roberts transferred 125,000 shares of Issuer Common
Stock to Mr. Moran, personally, and authorized Mr. Moran to sell said shares in
order to satisfy certain indebtedness Dr. Roberts had to Mr. Moran and his wife,
Mr. Moran, the Issuer, and a third-party landlord. According to the Agreement,
the proceeds from the sale of said shares will go to pay off Dr. Roberts'
indebtedness to the following individuals and entities in the following order:
(1) Mr. Moran and his wife; (2) Mr. Moran; (3) the Issuer; and (4) a third-party
landlord.

(e) Not applicable.

(1) The 4,068,960 shares are owned by the following individuals and
entities in the following amounts: Frederick A. Moran (125,000 share plus
options to purchase 60,000 shares); Joan Moran (options to purchase 4,500
shares); Frederick A. Moran and Joan Moran (930,083 shares); Frederick A. Moran
and Anne Moran (41,380 shares); the Moran Equity Fund, Inc. (938 shares); the
Luke F. Moran Trust (1,328,660 shares); the Kent F. Moran Trust (1,328,810
shares); Luke F. Moran (22,102 shares); Kent F. Moran (15,671 shares); the
Frederick A. Moran, IRA (85,998 shares); the Frederick Moran Trust (90 shares);
the Anne Moran Trust (125 shares); the Luke Moran IRA (333 shares); the Kent
Moran IRA (333 shares); the Joan Moran IRA (248 shares); Anne Moran (63,643
shares); and the Anne Moran IRA (61,046 shares).

<PAGE>
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CUSIP No. 91821B 10 1 Page 9 of 10 Pages
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purposes of Section 13(d), or 13(g) of the Act, the beneficial owner of any
securities covered by the Statement. The filing of this Statement shall not be
construed as an admission that Mr. Moran is part of any "group" for the purposes
of Section 13(d)(3) of the Act and Rule 13d-5(b)(1) thereunder. Moreover, Mr.
Moran specifically disclaims that he is part of any such group. This disclaimer
is based, in part, on the fact that there is neither an agreement, either orally
or in writing, among the Moran individuals or Moran entities that Mr. Moran is
associated with, nor is there a common plan or goal among such individuals and
entities that would give rise to a "group."

Item 6 of the Schedule 13D is amended hereby in its entirety to read:

Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to
Securities Holder

The information set forth in Item 3 is hereby incorporated by
reference.

Mr. Moran, together with his wife Joan Moran, has entered into a
Securities Purchase Agreement with Issuer dated April 26, 2000 pursuant to which
Mr. Moran and Joan Moran purchased 540,000 shares of Issuer common stock for
$1,080,000. This agreement contains piggy back registration rights with all
registration expenses to be paid by the Issuer.

Mr. Moran has entered into an Incentive Stock Option Agreement with
Issuer, dated March 24, 2000, representing an option to purchase 20,000 shares
of Common Stock. The option exercise price is $3.79 per share. The option is
fully vested. The option expires five years from the date of grant.

On November 4, 1999, Mr. Moran signed a Certificate of Selling Security
Holders which provided, among other things, that to the extent he sold shares of
his included in a Registration Statement on Form S-1 (the "Registration
Statement"), he would comply with the Plan of Distribution contained in the
Registration Statement.

A Form of Securities Purchase Agreement for the May 1999 Private
Placement, the December Private Placement, and the May Private Placement are
attached to the Schedule 13D as Exhibits 1, 2 and 3, respectively. All such
Securities Purchase Agreements contained registration rights providing that the
Issuer would use reasonable best efforts or best efforts to file a registration
statement within a certain number of days of closing in which the shares subject
to the Securities Purchase Agreement were included (subject to standard and
customary underwriter scale-back provisions and other restrictions) with all
registration expenses to be paid by the Issuer. Copies of the Merger Agreement
and the Amendment are attached to the Schedule 13D as Exhibit 4 and 5,
respectively.

Mr. Moran has entered into an Incentive Stock Option Agreement with
Issuer, dated October 1, 1999, representing an option to purchase 200,000 shares
of Common Stock. The option exercise price is $1.38 per share. The option vests
20% per year over five years commencing on the first anniversary of the date of
grant. The option expires five years from the date of grant.

Mr. Moran has entered into an Incentive Stock Option Agreement with the
Issuer, dated November 30, 1999, representing an option to purchase 450,000
shares of Common Stock. The option exercise price is $1.03125 per share. The
option vests 20% per year over five years commencing on the first anniversary of
the date of grant. The option expires five years from the date of grant.

In connection with a personal loan made by Mr. Moran and his wife to
Edwin B. Read and Mary K. Read, Mr. Read, an Issuer employee, has agreed to
pledge his Issuer stock options as collateral to guarantee the repayment of the
loan. This agreement is documented in a Contractual Short Term Loan Agreement by
and between Edwin B. Read and Mary Karen Read and Frederick A. Moran and Joan
Moran, dated June 25, 1998.

<PAGE>
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CUSIP No. 91821B 10 1 Page 10 of 10 Pages
- --------------------------------------------------------------------------------

Pursuant to the terms of Settlement, Release and Discharge Agreement,
dated November 19, 1998 by and among the Issuer, Dr. James C. Roberts, and Mr.
Moran, Dr. Roberts transferred 125,000 shares of Issuer Common Stock to Mr.
Moran, personally, and authorized Mr. Moran to sell said shares in order to
satisfy certain indebtedness Dr. Roberts had to Mr. Moran and his wife, Mr.
Moran, the Issuer, and a third-party landlord. According to the Agreement, the
proceeds from the sale of said shares will go to pay off Dr. Roberts'
indebtedness to the following individuals and entities in the following order:
(1) Mr. Moran and his wife; (2) Mr. Moran; (3) the Issuer; and (4) a third-party
landlord. The Agreement further provides that to the extent more than 25,000
shares remain after satisfying the foregoing indebtedness, Mr. Moran will retain
shares in excess of 25,000 for his personal ownership with the remaining 25,000
being surrendered to the Company for cancellation. Finally, the Agreement
provides that to the extent 25,000 or fewer shares remain after satisfying the
foregoing indebtedness, Mr. Moran will surrender all such remaining shares to
the Company for cancellation.

The descriptions of the above contracts and agreements do not purport
to be complete and are qualified in their entirety by reference to the
appropriate complete contract or agreement attached as an Exhibit to the
Schedule 13D or the Amendment No. 1. Such Exhibits are incorporated in this Item
6 in their entirety to supplement the appropriate reference or description
above.

Item 7. Material to Be Filed as Exhibits to Amendment No. 1 to the Schedule 13D

10. Certificate of Selling Security Holders dated November 4, 1999.

11. Incentive Stock Option Agreement by and between VDC Communications,
Inc. and Frederick A. Moran, dated March 24, 2000.

12. Securities Purchase Agreement by and between VDC Communications, Inc.
and Frederick A. Moran and Joan Moran, joint tenants, dated April 26,
2000.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.

May 1, 2000
- --------------------------------------------------------------------------------
Date

/s/Frederick A. Moran
- --------------------------------------------------------------------------------
Signature

Frederick A. Moran
- --------------------------------------------------------------------------------
Name/Title

Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)

EXHIBIT 10

CERTIFICATE

SELLING SECURITY HOLDERS

The Undersigned, being a Selling Security Holder identified in the
Preliminary Prospectus of VDC Communications, Inc. (the "Company") dated June 7,
1999 (the "Preliminary Prospectus"), does hereby provide the following
representations to the Company in connection with the public distribution of
securities covered by the Prospectus:

1) The Undersigned is or may be offering shares of Common Stock
for sale for his, her, or its own account, and not for the account of the
Company. The Company will not receive any proceeds from the sale of the shares
of Common Stock by the Undersigned;

2) The Undersigned has received the Section of the Preliminary
Prospectus entitled "Selling Security Holders" and finds the same, as it
pertains to the Undersigned, to be accurate;

3) The Undersigned agrees:

(a) not to effect any offers or sales of Common Stock
other than as specified in the Preliminary Prospectus, particularly, the "Plan
of Distribution" section thereof;

(b) to inform the Company of any sale of Common Stock
at least one business day prior to such sale;

(c) the Undersigned will engage in no distribution of
shares and other market making or other activities in violation of the Rules
under the Securities Exchange Act of 1934; and

(d) the Undersigned is aware that public sales of
securities covered by the Prospectus may only be made in accordance with Rule
10(a) (3) of the Securities Act of 1933, as amended.

SELLING SECURITY HOLDER:

/s/ Frederick A. Moran
----------------------
Frederick A. Moran

11/04/99
----------------------
Date

The above certificate was also executed by the following individuals
and entities on or about November 1999: Frederick A. Moran and Joan Moran,
Frederick A. Moran and Anne Moran, the Moran Equity Fund, Inc., the Luke F.
Moran Trust, the Kent F. Moran Trust, Luke F. Moran, Kent F. Moran, the
Frederick A. Moran, IRA, the Frederick Moran Trust, the Anne Moran Trust, the
Luke Moran IRA, the Kent Moran IRA, the Joan Moran IRA, Anne Moran, and the Anne
Moran, IRA.

EXHIBIT 11

2000-OP12
Frederick A. Moran
Optionee

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

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 Frederick A. Moran (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:

(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
more than 110% 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;

(d) No portion of this option may be exercised
more than five (5) years from the Grant
Date.

1
<PAGE>

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.

(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.

2
<PAGE>

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

VDC COMMUNICATIONS, INC.

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

OPTIONEE

/s/ Frederick A. Moran
--------------------------------
Frederick A. Moran

3
<PAGE>

Frederick A. Moran
Optionee

Schedule A

1. Grant Date: March 24, 2000

2. Number of Shares of Common Stock covered by the Option: 20,000

3. Exercise Price (slightly more than 110% of Fair Market Value of Common
Stock on the Grant Date): $3.79

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

EXHIBIT 12

VDC COMMUNICATIONS, INC.

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

Securities Purchase Agreement

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

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