VIZACOM INC.
                             Glenpointe Center East
                          300 Frank W. Burr Boulevard
                           Teaneck, New Jersey 07666
                              Tel: (201) 928-1001
                           Facsimile: (201) 928-1003


                                 June 16, 2000

                        RELEASE AND SEPARATION AGREEMENT
                        --------------------------------

Dear Mr. Schulman:

This letter sets forth our proposed  agreement  regarding your  separation  from
employment with Vizacom Inc. (the "Company"),  which would,  among other things,
provides you with  additional  monetary  benefits in return for your release of,
and promise not to sue on, any claims you may have  against the Company  arising
out of that  employment,  including  any  claims  you might  have  under the Age
Discrimination  in  Employment  Act ("ADEA"),  29 U.S.C.  621 et seq. You should
consider the terms of this agreement  carefully,  including  obtaining review by
your own attorney.  You will have at least until July 7, 2000 to decide  whether
to accept this agreement.  To indicate your acceptance of our proposal, you need
only sign and date this document, have it witnessed, and return it to me.

1.   Separation.  By  mutual  agreement,  your  employment with the Company will
     end effective June 16, 2000 (the "Separation  Date").  Effective such date,
     you will be deemed to have resigned as an Executive  Vice  President of the
     Company  and  of  any  subsidiary  of  the  Company.  Under  the  Company's
     established policies, you are not entitled to receive any severance benefit
     but you will be reimbursed for all legitimate business expenses incurred by
     you  prior  to  the  Separation  Date  upon   presentation  of  appropriate
     documentation therefor. However, by this letter the Company is offering you
     a special separation allowance.

2.   Special   Separation   Allowance.  In  return  for  you  entering  into the
     agreement  set forth in this  letter,  you will be provided  with a special
     allowance  ("Special  Allowance").  The Special  Allowance will provide you
     with a payment equal to your base salary  ($225,000 per annum),  payable in
     accordance with the Company's normal payroll practice,  for the period (the
     "Separation Period") equal to the shorter of: (a) six months following your
     Separation  Date;  or (b)  until a bona fide  offer to you of a  comparable
     position   (i.e.   Vice  President  or  higher)   in    either   the    New
     York  Metropolitan  area  or  California  or  a  position  (whether  as   a
     consultant   or   employee) at   a  comparable salary;  or  (c)  until your
     acceptance,  or the commencement,  of  your  performance of any duties with
     respect  to  any employment or consulting position with any third party. In
     addition,  during  the  Separation  Period,  the Company will (i) except as
     provided below, pay you  a monthly  stipend of  $1,250.00 to be used to pay
     the rent on your New York City  apartment;  and  (ii)  continue health care
     coverage for you under the Company's plans, subject to applicable

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     employee  contributions.  Further,  in  the event that after the Separation
     Period, you do  not  have  a  new  job  or  your  new job is not in the New
     York  City  Metropolitan  area,  then  the Company  agrees  to pay the base
     rent of your current  apartment  located at 160 West 66th Street, Apt. 33J,
     New  York,  NY, 10023, until March 23, 2001, the end of the initial  lease,
     which  rent is $4,650 per month.  You hereby agree to use your best efforts
     to  mitigate  the  above  obligation  (i.e.  sublet or be released from the
     apartment) and provide  to  the  Company  full  use of the apartment in the
     event that you vacate it.  Notwithstanding the foregoing, in the event that
     you  decide  to  return  permanently  to California prior to the end of the
     Separation Period, then the Company hereby agrees to (x) pay your base rent
     on your  apartment from  the  date  of your leaving; provided that you have
     given  the  landlord  two   weeks  notice  with  respect  to  vacating  the
     apartment;  and provided further,  that such obligation shall  not commence
     until  the first day of the next rental  period after the date hereof,  and
     once  this  obligation begins,  the monthly stipend referred to above shall
     not  be  paid  by  the Company to you; (y) provide  you  with a coach class
     airline  ticket  back to California; and (z) pay to  ship  your  automobile
     back  to California, upon  receipt  of  appropriate  documentation  showing
     the  costs  for the foregoing.

     In consideration for the foregoing Special  Allowance,  you hereby agree to
     the following  terms:  (a) any stock options  either granted or promised to
     you  by  the  Company  are  terminated   immediately   and  are  no  longer
     exercisable;  (b) no  past or  future  bonus  payments  will be paid by the
     Company to you; (c) no additional  relocation allowance will be paid by the
     Company to you; (d) you will  promptly  return to the Company any assets of
     the  Company  in your  possession;  (e) you will use your best  efforts  to
     obtain a new position as soon as possible  with as high a title and as high
     a compensation as possible; and (f) until you find a new position, you will
     make  yourself  available as a consultant  to the Company for up to one day
     per week for no additional  compensation.  In addition, in consideration of
     the payment of the Special Allowance,  you hereby agree not to solicit, any
     customer or client of the Company, its subsidiaries or its affiliates,  and
     you agree not to solicit for  employment,  or hire,  any  employees  of the
     Company or any of its subsidiaries or affiliates,  for a period of one year
     after the  Separation  Date.  Further,  you shall supply the Company within
     five (5) business days of the date hereof,  with a list of all companies or
     businesses you contacted on behalf of the Company as potential  acquisition
     or partnering candidates, and you agree not to attempt to acquire on behalf
     of yourself or any entity any such companies or businesses.

3.   Acceptance  of  Special  Allowance.  As  indicated by your signature below,
     you have  decided to accept the  Company's  offer of the Special  Allowance
     described  above. By your signature  below,  you  acknowledge  that you are
     agreeing to the terms set forth in this letter in return for the  Company's
     promise to provide you with money and/or benefits provided herein.

4.   General Release.  The  Special  Allowance  is being given to you and hereby
     is accepted by you in full and final release and  settlement of any and all
     claims, charges,  actions, liens, demands,  liabilities,  causes of action,
     complaints, suits (judicial,  administrative or otherwise); damages, debts,
     demands and  obligations of any nature,  whether past or present,  known or
     unknown,  whether in law or equity,  which you had or may now or


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     hereafter have against the Company,  its subsidiaries  and affiliates,  its
     officers, directors,  and stockholders,  or anyone employed by any of them,
     or acting on  their behalf; and their successors and assigns (the "Released
     Parties") from the  beginning  of the  world to the date  hereof, including
     but  not  limited  to any  discrimination  claim based on age,  sex,  race,
     religion, color, national origin, disability, marital status, appearance or
     sexual orientation under federal, state  or  local law, rule or regulation,
     and/or  any  claim  for  wrongful termination,  defamation,  and any  other
     claim, whether in tort, contract or otherwise.

     You will be receiving a separate  letter which  explains  your rights under
     the Consolidated  Omnibus Budget  Reconciliation  Act (COBRA) as regards to
     your health insurance coverage.

5.   ADEA Release.  The  Special  Allowance  being given to you is also accepted
     by you in full and final release and  settlement of any and all claims that
     you may have under the ADEA connected with your employment with the Company
     (or  your  separation  therefrom)  arising  on or  before  the date of your
     acceptance of this agreement that is indicated below.

6.   Waiver  of  California  Civil  Code Section 1542.  You acknowledge that you
     have been advised of California  Civil  Code  Section  1542, which reads as
     follows:

          A general  release does not extend to claims  which the creditor
          does not know or suspect to  exist  in  his favor at the time of
          executing  the  release,  which  if  known  by  him   must  have
          materially  affected  his settlement with the debtor.

     You agree that you are waiving the  provisions  of Civil Code  Section 1542
     and this waiver is an essential part of this agreement.

7.   Promise  Not  To  Sue On Claims  Released.  The Special  Allowance is being
     given to you in  return  for your  promise  not to  initiate  any  court or
     judicial-type proceeding against the Company or any affiliate that involves
     any claim that you have released in  paragraphs 4 and 5 of this  agreement.
     If a court or arbitrator  determines that you have violated this release by
     suing  the  Company  or any  of its  affiliates,  officers,  directors,  or
     employees,  you  hereby  agree  that you will pay all costs and  expense of
     defending  against  the  suit  incurred  by the  Company.  Nothing  in this
     paragraph  shall be  construed  to  prevent  you from  participating  in an
     investigation or proceeding  conducted by the Equal Employment  Opportunity
     Commission.  However,  you waive your right to any monetary recovery should
     any claims on your behalf arising out of or related to your employment with
     and/or separation from employment with the Company.

8.   Consultation  With  an  Attorney.  By your signature below, you acknowledge
     that you have been advised to consult  your own attorney  prior to entering
     into this agreement and that you were afforded sufficient time to undertake
     such consultation.

9.   Future Employment.   You  will  not,  now or at any time in the future seek
     employment with the Released Parties or any one of them.
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10.  References. The Company agrees that, in  response  to any request submitted
     to it  for  references  regarding  your  employment  with the Company, such
     references shall be provided in accordance with Section 12 hereof.

11.  Unemployment.    The  Company   will  not  contest  your  eligibility   for
     unemployment insurance benefits  at the end of the Separation Period if you
     have not found other employment.

12.  Non-Disparagement.   Neither   party   to   this   Agreement   shall   make
     disparagements about or in any other way attempt to disparage or impair the
     reputation  or good  name of the  other  party,  the  Company's  divisions,
     affiliates,  subsidiaries,  parents, publications or any of their officers,
     directors or employees.

13.  Confidential Information.   You  hereby  covenant and agree that during the
     course of your employment with the Company, you came into contact with, and
     had  access  to,  certain  trade  secrets or  confidential  or  proprietary
     information that is the property of the Company. Such information includes,
     but is not limited to,  proprietary  technologies,  software  programs  and
     tools, financial information,  systems files, algorithms,  file structures,
     customer lists,  supplier lists,  internal  program  structures,  marketing
     plans,  specific  strategic  undertakings,  decisions  and plans for future
     business and other  development,  all of which  information you acknowledge
     and agree is highly  confidential  and not generally  known or available to
     the  public.  You agree that you have not and will not  utilize or disclose
     any of the above  described  confidential  information  to any person(s) or
     entities for any reason or purpose whatsoever. You agree that any breach of
     this Section 13 will cause the Company  substantial and irreparable damages
     that  would not be  quantifiable  and  therefore,  in the event of any such
     breach,  in addition to other  remedies that may be available;  the Company
     shall have the right to seek specific  performance and other injunctive and
     equitable relief.

14.  Nondisclosure  Obligation.   You  acknowledge  and  agree that the terms of
     this Release and Separation  Agreement are to remain  confidential and that
     you will not discuss with any person(s)  including past, present and future
     employees  of the  Company,  the terms or  conditions  of this  Release and
     Separation  Agreement  except as may be required by law, rule or regulation
     adopted pursuant to law, court or administrative  order or decree, in or in
     connection  with testimony  given or documents  subpoenaed in a judicial or
     administrative  proceeding.  Should you be called in to testify and divulge
     the terms of this  release,  you agree to assist  the  Company in seeking a
     confidentiality order in the form sought by the Company.

15.  Non-Admission of  Liability  or  Wrongdoing.   This  agreement shall not be
     construed  in any way as an admission by the Company or you that either has
     acted  wrongfully  with  respect to each other or any other  person or that
     either has any rights whatsoever against the other.

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<PAGE>

16.  Period  of  Consideration.  By  your  signature below, you acknowledge that
     the  Company  complied  with the ADEA by  giving  you a period  of at least
     twenty-one  (21) days from the date that this  agreement was first provided
     to you to  consider  and to  decide  whether  to  accept  it.  You  further
     acknowledge  that no  representative  of the Company ever stated or implied
     that you had less than twenty-one (21) days to consider this agreement. You
     also  acknowledge  that,  to the extent  you decide to sign this  agreement
     prior to the  expiration  of the full  twenty-one  (21)  day  period,  such
     decision  was knowing and  voluntary on your part and was in no way coerced
     by the Company.  To the extent any changes were made in this agreement as a
     result of  negotiations  taking  place  after the date this  agreement  was
     provided  to you,  you and the  Company  agree that such  changes,  whether
     material or not,  did not  restart the running of the period of  twenty-one
     (21) days to consider this agreement required by the ADEA.

17.  Entire   Agreement.   This   agreement   sets  forth the  entire  agreement
     between you and the Company relating to your employment with the Company or
     your separation therefrom. By your signature below, you acknowledge that in
     entering into this agreement you have not relied upon representation,  oral
     or written, not set forth in this agreement.

18.  Right  to  Revoke  Agreement.  This  agreement will not become effective or
     enforceable for a period of seven (7) days from the date of your acceptance
     of the agreement  indicated below.  During this seven day period,  you have
     the right to change your decision to accept the Special  Allowance that has
     been  offered to you and to revoke  this  agreement.  During this seven day
     period,  you will not  receive  any monies or  benefits  which you would be
     entitled to solely as a result of this agreement.

19.  Governing Law;   Arbitration.  You  acknowledge  that  you were employed in
     the State of New Jersey and that this  agreement  shall be  governed by and
     construed  in  accordance  with  the  laws  of the  State  of  New  Jersey,
     regardless of applicable  conflicts of law principles.  Any dispute between
     the  parties,  including  but  not  limited  to  those  pertaining  to  the
     information,  validity,  interpretation,  effect or alleged  breach of this
     agreement  ("Arbitration  Dispute")  will be  submitted to  arbitration  in
     northern  New  Jersey  before  an  experienced  employment  arbitrator  and
     selected  in  accordance  with  the  rules  of  the  American   Arbitration
     Association  labor  tribunal.  Each  party  shall  pay the  fees  of  their
     respective  attorneys,  the  expenses  of  their  witnesses  and any  other
     expenses  connected  with  presenting  their  claim.  Other  costs  of  the
     arbitration,  including  fees  of the  arbitrator,  cost of any  record  or
     transcript  of the  arbitration,  administrative  fees,  and other fees and
     costs shall be borne equally by the parties.

20.  Changes  After  the  Date  Hereof.   It  is  understood  and  agreed by all
     parties  hereto  that  the  facts  and  respective  assumptions  of  law in
     contemplation  of which this  agreement is made may  hereafter  prove to be
     other than or different from those facts and assumptions now known, made or
     believed by them to be true. Each of the parties hereto  expressly  accepts
     and assumes the risk of the facts and  assumptions to be so different,  and
     the parties hereto agree that all terms of this  agreement  shall be in all
     respects  effective and not subject to termination or reclusion by any such
     difference in facts or assumptions of law.

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<PAGE>

21.  Successors and Assigns.  This agreement  shall be binding upon and inure to
     the  benefit  of  the  parties  hereto and their respective administrators,
     representatives, executors, successors and assigns.

22.  Proper Construction.  (a) The language of all parts of this agreement shall
     in all cases be construed as a whole according to its fair meaning, and not
     strictly for or against any of the parties; and


     (b)  The  paragraph   headings  used  in this agreement are intended solely
          for  convenience  of  reference  and  shall  not in any  other  manner
          amplify,  limit, modify, or otherwise be used in the interpretation of
          any of the provisions hereof.

23.  Severability.  Should  any  of the provisions of this agreement be declared
     or be  determined  to be illegal or invalid,  the validity of the remaining
     parts,  terms or provisions  shall not be affected thereby and said illegal
     or invalid  part,  term or provision  shall be deemed not be a part of this
     agreement.

24.  Counterparts.   This  agreement  may  be  executed  in  counterparts.  Each
     counterpart shall be deemed an original, and when  taken  together with the
     other signed counterpart, shall constitute one fully executed agreement.


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     If the above agreement is acceptable to you,  please sign, date, and return
the original to me.



                                          Very Truly Yours,

                                          VIZACOM INC.

                                      By:  /s/ Mark E. Leininger
                                          ---------------------------------
                                          Mark E. Leininger
                                          President and CEO


I have  read the above  Release  and  Separation  Agreement,  and I  understand,
accept, and voluntarily and knowingly agree to the terms and acknowledgements it
contains.

June 19, 2000                           /s/ Rand Schulman
--------------------------              ------------------------------
Date                                    Rand Schulman

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