AMENDMENT TO EMPLOYMENT AGREEMENT


     THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is dated as of the
14th day of  November,  2000 (the  "Date of this  Amendment"),  by and among VDC
COMMUNICATIONS, INC., a Delaware corporation (successor to VDC Corporation Ltd.,
a Bermuda company) (the "Company") and Frederick A. Moran (the "Executive").


                                   WITNESSETH:

     WHEREAS, the Company and the Executive entered into an Employment Agreement
(the "Original Employment Agreement") dated as of March 3, 1998;

     WHEREAS, the Company and the Executive have amended the Original Employment
Agreement  (the  Original  Employment  Agreement  as amended is the  "Employment
Agreement"); and

     WHEREAS,  the parties wish to further amend the Employment Agreement as set
forth herein.

     NOW  THEREFORE,  for and in  consideration  of TEN  DOLLARS  ($10.00),  the
premises and the mutual covenants and agreements set forth in this Amendment and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties agree
as follows:

     1. The following  provision is hereby added to Section 1 of the  Employment
Agreement:

     f. The principal place of employment (the "Employment  Place") of Executive
shall be within a fifty-five (55) mile radius of Greenwich,  Connecticut or such
other location as is consented to in writing by the Executive.  It is,  however,
distinctly  understood and agreed that Executive may be required,  in connection
with the  performance  of his  duties,  to work  from  time to time (for up to 2
months a calendar year) at other locations  designated by the Company's Board of
Directors. When required to travel to and/or spend time at such other locations,
Executive's   reasonable  traveling  and  temporary  living  expenses  shall  be
reimbursed to him by the Company.

     2. The following  provision is hereby added to Section 2 of the  Employment
Agreement:

     d. If a Change in Control  Event (as  defined in the  Company's  1998 Stock
Incentive Plan, as amended,  as it exists on the Date of this Amendment)  occurs
after the Date of this Amendment,  then at any time thereafter upon fifteen (15)
calendar  days of a written  request  to the  Company  from the  Executive,  the
Company shall prepare,  at the Company's  expense,  execute,  and deliver to the
Executive for his execution,  an amendment to all of the Executive's outstanding
Company stock option agreements (the "Option  Amendment").  The Option Amendment
shall provide that the Company shall promptly take all action necessary,  at the
Company's expense,  to extend the  post-employment  termination option period of
the Executive's then vested Company stock options for two years from the date of
the termination of the Executive's employment with the Company.  Notwithstanding
any other  provision of this  Agreement,  the Executive  shall have the right to
demand the Option  Amendment for up to sixty (60) calendar days from the date of
the  termination of the Executive's  employment with the Company.  The Executive
shall not have the right to make the demand  referenced  in this Section 2.e. at
any time after the  termination  of the  Executive's  employment  for "cause" as
provided for in Section 5.a.

     3. The following  provision is hereby added to Section 5 of the  Employment
Agreement:

     f. Termination by Executive.  At any time, the Executive may terminate this
Agreement  by giving at least  sixty  (60)  days'  prior  written  notice to the
Company.

     4. The following  provision is hereby added to Section 5 of the  Employment
Agreement:

     g.  Constructive  Termination.  If a Change in Control Event (as defined in
the Company's 1998 Stock Incentive Plan, as amended, as it exists on the Date of
this Amendment) occurs after the Date of this Amendment,  and if, after the Date
of this  Amendment,  the Company  changes the  Executive's  Place of  Employment
(without the Executive's  prior written  consent) or  substantially  changes the
Executive's  duties (without the Executive's  prior written  consent),  then the
employment of the Executive, as his option, exercisable by written notice to the
Company at any time  within  ninety  (90)  calendar  days from the change of the
Executive's  Place of Employment or change in the Executive's  duties,  shall be
deemed to have been constructively terminated (a "Constructive  Termination") by
the  Company  hereunder,  as of the  date  of  the  Executive's  notice.  Upon a
Constructive Termination,  the Company shall pay to the Executive: (i) an amount
equal to the  Executive's  Base Salary  accrued  through the  effective  date of
Constructive  Termination  at the rate in  effect  at the  time of  termination,
payable at the time such payment is due;  (ii) a lump sum payment at the time of
Constructive  Termination  equal  to one  year's  Base  Salary,  payable  on the
effective date of Constructive Termination;  and (iii) any expense reimbursement
amounts  previously  approved by the Company in writing,  accrued to the date of
Constructive Termination.

     5. The following  provision is hereby added to Section 5 of the  Employment
Agreement:

     h. Opportunity to Resign or Declare Constructive  Termination.  If a Change
in Control  Event (as defined in the  Company's  1998 Stock  Incentive  Plan, as
amended,  as it exists on the Date of this  Amendment)  occurs after the Date of
this  Amendment,  and if, after the Date of this Amendment the Company  provides
the Executive  with written notice of the facts and  circumstances  constituting
the basis for a for "cause" termination,  then prior to the cure period provided
for in Section 5.a.  beginning,  the Executive shall have ten (10) calendar days
(the "Declaration Period") within which to either give notice of resignation (as
provided for in Section 5.f.) or to provide notice of  Constructive  Termination
(as provided for in Section 5.g.).  If the Executive gives notice of resignation
or  notice  of  Constructive  Termination,  and the  Executive's  employment  is
accordingly  terminated,  then the notice of  termination  with "cause" shall be
without  force or effect.  However,  if the  Executive  has not given  notice of
resignation or notice of Constructive Termination during the Declaration Period,
then at the end of the  Declaration  Period  the  cure  period  provided  for in
Section 5.a. shall commence.

     6. ARBITRATION PROVISION.  Section 10 of the Employment Agreement is hereby
amended to provide:

     All controversies  which may arise between the parties  including,  but not
limited  to,  those  arising  out of or  related  to  this  Agreement  shall  be
determined by binding arbitration applying the laws of the State of Delaware and
the rules of the American Arbitration  Association  applicable to the Commercial
Panel,  except  that there  shall only be one (1)  arbitrator.  Any  arbitration
between the parties  shall be conducted at the  Company's  offices in Greenwich,
Connecticut,  or at such other location in Greenwich,  Connecticut designated by
the Company.  The decision of the arbitrator 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, 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 Delaware  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.

     7. MISCELLANEOUS.

     (a) Scope of  Amendment.  Other than as  modified  by this  Amendment,  the
Employment Agreement shall remain in full force and effect.

     (b) Governing Law. This Amendment will be governed by the laws of the State
of Delaware without regard to conflict of law principles.

     (c)   Counterparts.   This  Amendment  may  be  executed  in  one  or  more
counterparts,  each of which will be deemed to be an original of this  Amendment
and all of which, when taken together,  will be deemed to constitute one and the
same Amendment.

     (d) Facsimile Signature.  This Amendment, and the counterparts thereof, may
be executed by facsimile signature.

     (e) Rule of Construction.  No rule of construction regarding interpretation
against the drafting party shall apply to the interpretation of this Amendment.

     (f) Amendment 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 Amendment and
that they, or their designated agents, have read and understand this Amendment.

     (g)  Modifications.  This Amendment may be modified only by an agreement by
the parties in writing.

     IN WITNESS WHEREOF,  the parties have executed and delivered this Amendment
as of the date first above written.

Attest:                                              VDC COMMUNICATIONS, INC.

/s/ Louis D. Frost                                   By:/s/ Clayton F. Moran
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                                                              Clayton F. Moran
                                                         Chief Financial Officer
Witness:

/s/ Edwin B. Read                           /s/ Frederick A. Moran
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                                                     Frederick A. Moran