Vdc Communications Inc Watch

from 8-K 1 page Plan of reorganization, merger, acquisition or similar

from 8-K 1 page Plan of reorganization, merger, acquisition or similar

from 8-K ~5 pages Plan of reorganization, merger, acquisition or similar

from 8-K ~50 pages Plan of reorganization, merger, acquisition or similar

from S-1 1 page Certificate of Merger Vdc Corporation Ltd. Into Vdc Communications, Inc. the Undersigned Corporation Organized and Existing Under and by Virtue of the General Corporation Law of the State of Delaware, Does Hereby Certify: First: That the Name and State/Country of Incorporation of Each of the Constituent Corporations of the Merger Is as Follows: Name State/Country of Incorporation Vdc Corporation Ltd. Bermuda Vdc Communications, Inc. Delaware Second:that an Agreement of Merger Between the Parties to the Merger Has Been Approved, Adopted, Certified, Executed and Acknowledged by Each of the Constituent Corporations in Accordance With the Requirements of Section 253 of the General Corporation Law of the State of Delaware. Third: That the Surviving Corporation of the Merger Is Vdc Communications, Inc. Fourth:that the Certificate of Incorporation of Vdc Communications, Inc., a Delaware Corporation, the Surviving Corporation, Shall Be the Certificate of Incorporation of the Surviving Corporation. Fifth: That the Executed Agreement of Merger Is on File at the Principal Place of Business of the Surviving Corporation. the Address of the Principal Place of Business of the Surviving Corporation Is 75 Holly Hill Lane, Greenwich, Ct 06830. Sixth: That a Copy of the Agreement of Merger Will Be Furnished by the Surviving Corporation, on Request and Without Cost to Any Stockholder of Any Constituent Corporation. Seventh: The Authorized Capital Stock for Vdc Corporation Ltd. Is 50,000,000 Shares of Common Stock at $2.00 Par Value Per Share. in Witness Whereof, Vdc Communications, Inc. Has Caused the Certificate to Be Signed by Frederick A. Moran, Its Authorized Officer, This 5th Day of November, 1998. Vdc Communications, Inc. By: /S/ Frederick A. Moran Frederick A. Moran, President

from 8-K 1 page Assignment the Undersigned Hereby Assigns and Transfers Warrant No. 19 (The "Warrant") to Purchase Shares of Common Stock, Par Value $.01 Per Share, of Metromedia Asia Corporation (N/K/a Metromedia China Corporation) ("MCC") to Vdc Corporation Ltd. Whose Federal Tax Identification Number Is 061510832 and Whose Principal Executive Offices Are Located at 27 Doubling Road, Greenwich, Connecticut 06830, and Irrevocably Appoints Hadley E. Feldman as Agent to Transfer This Warrant on the Books of MCC. Such Agent May Substitute Another to Act for Such Agent. Portacom Wireless, Inc. Date: June 8, 1998 By: /S/ Michael A. Richard Michael A. Richard, Chief Executive Officer

from 8-K 1 page Plan of reorganization, merger, acquisition or similar

from 8-K ~10 pages Closing Escrow Agreement

from 8-K ~20 pages Memorandum of Understanding

from 8-K ~20 pages Asset Purchase Agreement

from 8-K 1 page Certificate of Merger of Sky King Communications, Inc. Into Vdc (Delaware), Inc. the Undersigned Corporation Organized and Existing Under and by Virtue of the General Corporation Law of the State of Delaware, Does Hereby Certify: First: That the Name and State of Incorporation of Each of the Constituent Corporations of the Merger Is as Follows: Name State of Incorporation Vdc (Delaware), Inc. Delaware Sky King Communications, Inc. Connecticut Second: That an Amended and Restated Agreement and Plan of Merger Between the Parties to the Merger Has Been Approved, Adopted, Certified, Executed and Acknowledged by Each of the Constituent Corporations in Accordance With the Requirements of Section 252 of the General Corporation Law of the State of Delaware. Third: That the Surviving Corporation of the Merger Is Vdc (Delaware), Inc. Fourth: Article 1 of the Certificate of Incorporation of the Surviving Corporation Shall Be Amended to Read as Follows: "1. the Name of the Corporation Is Sky King Communications, Inc." Fifth: That the Executed Amended and Restated Agreement and Plan of Merger Is on File at the Principal Place of Business of the Surviving Corporation. the Address of the Principal Place of Business of the Surviving Corporation Is 25 Doubling Road, Greenwich, Ct 06830. Sixth: That a Copy of the Amended and Restated Agreement and Plan of Merger Will Be Furnished by the Surviving Corporation, on Request and Without Cost to Any Stockholder of Any Constituent Corporation. Seventh: The Authorized Capital Stock for Sky Communications, Inc. Is 2,000 Shares of Common Stock, $1.00 Par Value Per Share. Eighth: The Merger Shall Become Effective Upon the Filing of This Certificate of Merger With the State of Delaware. <page> in Witness Whereof, Vdc (Delaware), Inc. Has Caused the Certificate to Be Signed by Andrew Panzo, Its Authorized Officer, This 5th Day of March, 1998. Vdc (Delaware), Inc. By: /S/ Andrew Panzo Andrew Panzo, President - 2

from 8-K ~5 pages Amendment to Amended Restatement Agreement

from 8-K ~50 pages Agreement and Plan of Merger