The following Form of Amendment to Securities Purchase Agreement was entered
into with the following individuals and entities in July 2000 as follows:
<TABLE>
<CAPTION>
Individual / Entity Shares Purchased Purchase Price ($)
------------------------------- ---------------------------- ----------------------------
<S> <C> <C>
Alan B. Snyder 375,000 375,000
------------------------------- ---------------------------- ----------------------------
Alan B. Snyder, IRA 125,000 125,000
------------------------------- ---------------------------- ----------------------------
O.T. Finance, SA 54,375 54,375
------------------------------- ---------------------------- ----------------------------
Merl Trust 43,125 43,125
------------------------------- ---------------------------- ----------------------------
The Lucien I. Levy Revocable 17,500 17,500
Living Trust
------------------------------- ---------------------------- ----------------------------
The Elvire Levy Revocable 10,000 10,000
Living Trust
------------------------------- ---------------------------- ----------------------------
</TABLE>
FORM OF AMENDMENT TO
SECURITIES PURCHASE AGREEMENT
THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (the "Amendment"), is
made and entered into as of July 17, 2000, by and among VDC COMMUNICATIONS,
INC., a Delaware corporation ("VDC") and .
RECITALS:
WHEREAS, the parties hereto have entered into a Securities Purchase
Agreement, dated June 28, 2000 (the "Purchase Agreement");
WHEREAS, the parties hereto desire to amend the Purchase Agreement in
the manner set forth herein effective as of the date hereof; and
WHEREAS, any capitalized term used but not defined herein shall have
the meaning ascribed to such term in the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree that the Purchase Agreement is hereby amended as follows:
1. The Purchase Agreement is hereby amended to provide that the price per
share is $1.00. Additionally, the last sentence of Section 1 of the Purchase
Agreement is amended to read: "If the Santa Fe Fee is paid to Santa Fe, fifty
percent (50%) of the Santa Fe Fee shall be paid to Santa Fe in shares of Company
Common Stock valued at $1.00 per share."
2. The signature page of the Purchase Agreement is hereby amended to
provide for the purchase of Shares at $1.00 per share for a total Purchase Price
of $ .
3. Except as otherwise set forth herein, the terms of the Purchase
Agreement shall remain in full force and effect.
<PAGE>
4. 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.
IN WITNESS WHEREOF, the parties have signed this Amendment as of the
date first written above.
VDC COMMUNICATIONS, INC.
By:
-----------------------------------
Frederick A. Moran
Chairman & CEO
Purchaser:
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