VDC COMMUNICATIONS INC
EX-10.64
<DOCUMENT>
<TYPE>EX-10.64
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>EX-10.64
<TEXT>


The following Form of Promissory  Note was executed by Rare  Telephony,  Inc. in
the  following  amounts  on the  following  dates  to  document  loans  from VDC
Communications, Inc. to Rare Telephony, Inc.:

<TABLE>
<CAPTION>

Date                                 Amount
----                                 ------

<S>                                 <C>
September 14, 2000                  $50,000

September 18, 2000                  $50,000

September 21, 2000                  $50,000

September 25, 2000                  $25,000

September 26, 2000                  $25,000

September 27, 2000                  $50,000

October 10, 2000                    $10,000

October 17, 2000                    $85,000

October 24, 2000                    $40,000

October 25, 2000                    $40,000

November 2, 2000                    $30,000

November 7, 2000                    $15,000

November 10, 2000                   $35,000
</TABLE>

                             FORM OF PROMISSORY NOTE
                             -----------------------
$
 -------------                                                            , 2000
                                                          ----------------
                                                          Greenwich, Connecticut

FOR VALUE RECEIVED, the undersigned RARE TELEPHONY, INC., a Delaware corporation
(f/k/a Voice & Data Communications (Latin America), Inc.) ("Maker"), promises to
pay to the order of VDC Communications, Inc., a Delaware corporation ("Holder"),
which term shall  include any  subsequent  holder of this Note, at 75 Holly Hill
Lane,  Greenwich,  CT 06830 (or at such other place as Holder shall designate in
writing)  in  lawful  money of the  United  States  of  America,  the  aggregate
principal sum of           Thousand  Dollars ($         ), with interest thereon
                 ---------                     ---------
at the rate (the "Interest Rate") described below.

                                       1
<PAGE>

         1.   Interest Rate.  The Interest Rate shall be eight percent  (8%)
              -------------
              per annum.

         2.   Outstanding Principal Balance.  All references to the "Outstanding
              -----------------------------
              Principal  Balance" shall mean the amount of              Thousand
                                                           ------------
              Dollars  ($         ),  less  any  principal  repaid.
                         ---------
         3.   Payments.  This Note shall be payable in full on                 ,
              --------                                         ---------------
              2001 (the "Maturity Date") when the entire  Outstanding  Principal
              Balance,  and any accrued but unpaid  interest,  shall be  due and
              payable.

         4.   Application  of  Payments.  All  payments  on this  Note  shall be
              -------------------------
              applied first to the payment of accrued and unpaid  interest,  and
              then to the reduction of the Outstanding Principal Balance.

         5.   Prepayment  Right.  Maker  shall  have the  right to prepay at any
              ------------------
              time, in whole or in part, the Outstanding  Principal  Balance  of
              this Note, without premium or penalty.

         6.   Accelerated Maturity. Notwithstanding anything in this Note to the
              --------------------
              contrary  and  irrespective  of  the  Maturity  Date,  the  entire
              Outstanding  Principal  Balance and accrued  interest shall become
              immediately  due and  payable  upon the  earliest  to occur of the
              following (the "Accelerated  Maturity Date"):  (a) the sale of all
              or  substantially  all of the  assets of the  Maker or the  common
              stock of the Maker to a third  party;  or (b) the  issuance of the
              securities of Maker on the public market.

         7.   Modifications. From time to time, without affecting the obligation
              -------------
              of Maker to pay the  Outstanding  Principal  Balance or to observe
              the covenants of Maker contained herein, and without giving notice
              to or obtaining the consent of Maker, Holder may, at the option of
              Holder,  extend the time for payment of the Outstanding  Principal
              Balance  or any  part  thereof,  reduce  the  payments  hereunder,
              release any person liable hereunder, accept a renewal or extension
              of this Note,  join in any extension or  subordination  agreement,
              release any security given herefor,  take or release security,  or
              agree in writing  with Maker to modify  the  Interest  Rate or any
              other provision of this Note.

         8.   Events  of  Default.  Time  is of the  essence  hereof.  Upon  the
              -------------------
              occurrence  of  any  of  the  following  events  (the  "Events  of
              Default"), payment of the entire Outstanding Principal Balance and
              accrued  interest of this Note shall, at the option of the Holder,
              be accelerated  and shall be immediately  due and payable  without
              notice or demand:

                  (a) Failure of Maker to pay the  Outstanding Principal Balance
                      and accrued  interest in full on  the Maturity Date or the
                      Accelerated Maturity Date; or
                  (b) All or the majority of the value of the assets of Maker is
                      seized or levied upon by writ of attachment,  garnishment,

                                       2
<PAGE>
                      execution  or  otherwise,  and such seizure or levy is not
                      released within thirty (30) calendar days thereafter; or
                  (c) Maker executes a general assignment for the benefit of its
                      creditors,  convenes any meeting of its creditors, becomes
                      insolvent,  admits in writings its insolvency or inability
                      to pay its debts,  or is unable to pay or is generally not
                      paying its debts as they become due; or
                  (d) A  receiver,  trustee, custodian or agent is appointed  to
                      take  possession  of all  or any  substantial  portion  of
                      Maker's assets; or
                  (e) Any case or proceeding is  voluntarily  commenced by Maker
                      under any provision of the federal  Bankruptcy Code or any
                      other   federal   or  state   law   relating   to   debtor
                      rehabilitation,  insolvency,  bankruptcy,  liquidation  or
                      reorganization,   or  any  such  case  or   proceeding  is
                      involuntarily  commenced  against  Maker and not dismissed
                      within thirty (30) calendar days thereafter; or
                  (f) Any representation made by Maker in this Note or in any of
                      the other  documents  delivered in  connection  therewith,
                      shall  have  been  untrue  or  incorrect  in any  material
                      respect when made.

         9.   Default Rate. In the event that Maker fails to pay the Outstanding
              ------------
              Principal Balance and all accrued interest in full on the Maturity
              Date  or the  Accelerated  Maturity  Date,  the  amount  past  due
              (including any acceleration of the Outstanding Principal Balance),
              and unpaid  shall  bear  interest  at an annual  rate equal to the
              lesser of (i) fifteen  percent  (15%),  or (ii) the maximum amount
              permitted by law (the "Default  Rate"),  computed from the date on
              which said amount was due and payable until paid.  The charging or
              collecting  of interest at the Default Rate shall not limit any of
              Holder's other rights or remedies under this Note.

         10.  Governing Law. Maker, and each endorser and cosigner of this Note,
              -------------
              acknowledges  and agrees that this Note is made and is intended to
              be  paid  and  performed  in the  State  of  Connecticut  and  the
              provisions hereof will be construed in accordance with the laws of
              the State of  Connecticut  and, to the extent that federal law may
              preempt the  applicability of state laws,  federal law. Maker, and
              each  endorser and  cosigner of this Note further  agree that upon
              the  occurrence of an Event of Default,  this Note may be enforced
              in  any  court  of   competent   jurisdiction   in  the  State  of
              Connecticut, and they do hereby submit to the jurisdiction of such
              courts regardless of their residence.

         11.  Remedies  Cumulative:  Waiver.  The remedies of Holder as provided
              -----------------------------
              herein  shall be  cumulative  and  concurrent,  and may be pursued
              singularly,  successively  or together,  in the sole discretion of
              Holder,  and may be exercised as often as occasion  therefor shall
              arise.  No act of  omission  or  commission  of Holder,  including
              specifically  any  failure  to  exercise  any  right,   remedy  or
              recourse,  shall be deemed to be a waiver or  release of the same;
              such  waiver or  release  to be  affected  only  through a written
              document   executed   by  Holder  and  then  only  to  the  extent
              specifically  recited therein.  Without limiting the generality of

                                       3
<PAGE>

              the preceding  sentence,  acceptance by Holder of any payment with
              knowledge of the  occurrence of an Event of Default by Maker shall
              not be deemed a waiver of such Event of Default, and acceptance by
              Holder of any  payment in an amount  less than the amount then due
              hereunder  shall be an acceptance on account only and shall not in
              any way affect the existence of an Event of Default  hereunder.  A
              waiver or release  with  reference  to any one event  shall not be
              construed  as  continuing,  as a bar to, or as a waiver or release
              of, any  subsequent  right,  remedy or recourse as to a subsequent
              event.

         12.  No Usury  Intended.  All  agreements  between Maker and Holder are
              ------------------
              expressly  limited so that in no contingency or event  whatsoever,
              whether by reason of: error of fact or law; payment, prepayment or
              advancement of the proceeds  hereof;  acceleration  of maturity of
              the Outstanding Principal Balance, or otherwise,  shall the amount
              paid  or  agreed  to  be  paid  to  Holder  hereof  for  the  use,
              forbearance  or retention  of the money to be advanced  hereunder,
              including  any charges  collected or made in  connection  with the
              indebtedness  evidenced  by this  Note  which  may be  treated  as
              interest under  applicable  law, if any,  exceed the maximum legal
              limit  (if any  such  limit is  applicable)  under  United  States
              federal law or state law (to the extent not  preempted  by federal
              law, if any), now or hereafter  governing the interest  payable in
              connection  with  such  agreements.  If,  from  any  circumstances
              whatsoever,  fulfillment  of any  provision  hereof  at  the  time
              performance  of  such   provision   shall  be  due  shall  involve
              transcending  the limit of  validity  (if any)  prescribed  by law
              which  a court  of  competent  jurisdiction  may  deem  applicable
              hereto,  then ipso facto,  the obligation to be fulfilled shall be
              reduced  to  the  limit  of  such   validity,   and  if  from  any
              circumstances,  Holder  shall ever  receive as  interest an amount
              which would  exceed the maximum  legal limit (if any such limit is
              applicable),  such amount which would be excessive  interest shall
              be applied to the reduction of the Outstanding  Principal  Balance
              due hereunder and not to the payment of interest or, if necessary,
              rebated  to  Maker.  This  provision  shall  control  every  other
              provision of all agreements between Maker and Holder.

         13.  Guaranty.  Not applicable.
              --------

         14.  Purpose of Loan.  Maker  certifies that the loan evidenced by this
              ---------------
              Note is  obtained for business or commercial purposes and that the
              proceeds  thereof  shall  not  be   used  for  personal,   family,
              household, or  agricultural purposes.

         15.  Miscellaneous Provisions.
              ------------------------

              (a) Maker,  and each endorser and cosigner of this Note  expressly
                  grants to Holder  the right to  release or to agree not to sue
                  any other person, or to suspend the right to enforce this Note
                  against  such  other  person or to  otherwise  discharge  such
                  person;  and Maker, and each endorser and cosigner agrees that
                  the  exercise  of such rights by Holder will have no effect on
                  this  liability of any other person,  primarily or secondarily
                  liable  hereunder.  Maker,  and each  endorser and cosigner of

                                       4
<PAGE>

                  this Note  waives,  to the fullest  extent  permitted  by law,
                  demand for payment,  presentment for payment,  protest, notice
                  of protest, notice of dishonor,  notice of nonpayment,  notice
                  of acceleration of maturity, diligence in taking any action to
                  collect sums owing hereunder, any duty or obligation of Holder
                  to effect,  protect,  perfect,  retain or enforce any security
                  for  the  payment  of  this  Note or to  proceed  against  any
                  collateral before otherwise enforcing this Note, and the right
                  to plead as a defense to the  payment  hereof  any  statute of
                  limitations.

              (b) This Note and each payment of principal and interest hereunder
                  shall be paid when due without deduction or setoff of any kind
                  or nature whatsoever.

              (c) Maker  agrees to  reimburse  Holder for all costs,  including,
                  without limitation,  reasonable  attorneys' fees (including an
                  allocable  portion of  in-house  counsel  fees),  incurred  to
                  collect  this  Note  if  this  Note  is  not  paid  when  due,
                  including,  but not limited to,  attorneys' fees (including an
                  allocable  portion  of  in-house  counsel  fees)  incurred  in
                  connection  with any bankruptcy  proceedings  instituted by or
                  against Maker (including relief from stay litigation).

              (d) If any  provision  hereof is for any reason and to any extent,
                  invalid or  unenforceable,  then neither the  remainder of the
                  document  in  which  such  provision  is  contained,  nor  the
                  application  of the  provision to other  persons,  entities or
                  circumstances shall be affected thereby,  but instead shall be
                  enforceable to the maximum extent permitted by law.

              (e) This Note shall be a joint and  several  obligation  of Maker,
                  and of all endorsers and cosigners hereof and shall be binding
                  upon   them   and    their    respective    heirs,    personal
                  representatives, successors and assigns.

              (f) This Note may not be modified or amended orally, but only by a
                  modification  or  amendment  in  writing  signed by Holder and
                  Maker.

              (g) When the context and  construction so require,  all words used
                  in the  singular  herein  shall be deemed to have been used in
                  the plural and the  masculine  shall  include the feminine and
                  neuter and vice versa.  The word "person" as used herein shall
                  include   any   individual,    company,   firm,   association,
                  partnership,  corporation,  trust or other legal entity of any
                  kind whatsoever.

              (h) The headings of the  paragraphs  and sections of this Note are
                  for  convenience or reference only, are not to be considered a
                  part hereof and shall not limit or otherwise affect any of the
                  terms hereof.

              (i) In the event that at any time any  payment  received by Holder
                  hereunder  shall  be  deemed  by  final  order  of a court  of
                  competent  jurisdiction to have been a voidable  preference or
                  fraudulent  conveyance under the bankruptcy or insolvency laws

                                       5
<PAGE>

                  of the United States,  or shall  otherwise be deemed to be due
                  to any party other than Holder,  then, in any such event,  the
                  obligation to make such payment shall survive any cancellation
                  of this Note and/or  return  thereof to Maker and shall not be
                  discharged  or satisfied by any prior payment  thereof  and/or
                  cancellation  of this  Note,  but  shall  remain  a valid  and
                  binding  obligation  enforceable in accordance  with the terms
                  and  provisions  hereof,  and the amount of such payment shall
                  bear  interest at the Default Rate from the date of such final
                  order until repaid hereunder.

              (j) Maker  understands and agrees that Holder has no obligation to
                  loan additional  funds to Maker or its  subsidiaries  and that
                  any future loans made to Maker by Holder,  if any, shall be in
                  the sole discretion of Holder.

         IN WITNESS  WHEREOF Maker has executed this  Promissory  Note as of the
day and year first above written.

                                       "Maker"

                                       RARE TELEPHONY,  INC. (f/k/a Voice & Data
                                       Communications (Latin America), Inc.)

                                       By:
                                          --------------------------------------


                                       Its:
                                           -------------------------------------

                                       6
</TEXT>
</DOCUMENT>
