The  following  Form of Amendment to Securities  Purchase  Agreement was entered
into with the following individuals and entities in July 2000 as follows:



Individual / Entity             Shares Purchased             Purchase Price ($)
------------------------------- ---------------------------- ----------------------------
                                                       
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
------------------------------- ---------------------------- ----------------------------




                              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.



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:

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