WAIVER

                                     WAIVER

     WAIVER (the "Waiver") dated as of June 8, 1998, by VDC CORPORATION LTD., a
Bermuda Corporation ("VDC").

                                    RECITALS

     WHEREAS, VDC and PORTACOM WIRELESS, INC., a Delaware corporation
("PortaCom"), are the parties to that certain Asset Purchase Agreement dated as
of March 23, 1998 (the "Asset Purchase Agreement"), as amended by two
Stipulations and Orders in Lieu of Objection, dated as of April 3, 1998 and
April 23, 1998, respectively, and the Escrow Agreement dated April __, 1998
among PortaCom, VDC, the Committee of Unsecured Creditors of PortaCom Wireless,
Inc. and Klehr, Harrison, Xxxxxx, Xxxxxxxxx & Xxxxxx LLP.

     WHEREAS, Section 8.10 of the Asset Purchase Agreement states that VDC's
obligations under the Asset Purchase Agreement are subject to the condition,
unless such condition is expressly waived in writing by VDC, that "[PortaCom]
shall have provided validly executed releases, waivers and/or settlement
agreements, satisfactory in form and substance to [VDC], evidencing agreements
for the satisfaction of substantially all indebtedness of, and claims against,
[PortaCom]."

     WHEREAS, Section 6.2(a) of the Asset Purchase Agreement states that "at or
prior to the Closing, Seller shall deliver to Buyer. . . in form and substance
satisfactory to Buyer, a written release by all of the parties to the
Termination Agreement agreeing to the release of the MAC Common Stock to the
Buyer."

     WHEREAS, Section 6.2(b) of the Asset Purchase Agreement states that "at or
prior to the Closing, Seller shall deliver to Buyer. . . in form and substance
satisfactory to Buyer, written evidence from MAC confirming that, as of the
Closing Date, no part of the Assets pledged as collateral under the Termination
Agreement has been sold, assigned, transferred or otherwise disposed of or
subject to any action for any of the foregoing (other than the transaction
contemplated in this Agreement), and that, as of the Closing Date, neither MAC
nor its parent corporation, Metromedia International Group, Inc., contemplates
taking any of the foregoing actions."

     WHEREAS, Section 3.3(a) of the Asset Purchase Agreement states that
"[PortaCom] will deliver a . . . Debt Schedule . . . identifying its
indebtedness as of the Closing Date".

     WHEREAS, VDC and PortaCom have mutually determined and agreed that the
aforementioned conditions set forth in Sections 3.3(a), 6.2(a), 6.2(b) and 8.10
of the Asset Purchase Agreement is no longer applicable to the closing of the
transactions contemplated by the Asset Purchase Agreement.





     NOW THEREFORE, VDC, intending to be legally bound hereby, hereby waives the
satisfaction of the conditions set forth in Sections 3.3(a), 6.2(a), 6.2(b) and
8.10 of the Asset Purchase Agreement as a condition to VDC's obligations under
the Asset Purchase Agreement.

     IN WITNESS WHEREOF, the undersigned has duly executed this Waiver as of the
date and year first written above.



                                            VDC CORPORATION LTD.


                                            By: /s/ Xxxxxxxxx X. Xxxxx
                                                -------------------------------
                                                Xxxxxxxxx X. Xxxxx,
                                                Chief Executive Officer