FINANCIAL ADVISORY AND INVESTMENT BANKING AGREEMENT


          This  Agreement  ("Agreement")  is made and entered into as of the 2nd
day  of  January,   2001  between  Salomon  Grey  Financial   Corporation   (the
"Consultant"),  with its principal  executive office at 5430 LBJ Freeway,  Suite
1626,  Dallas,  Texas  75240 and  Vizacom  Inc.,  a  Delaware  corporation  (the
"Company"),  with its principal executive office at 300 Frank W. Burr Blvd., 7th
floor, Teaneck, New Jersey 07666.

                                   WITNESSETH:

     WHEREAS,  the Consultant is engaged in the business of providing  financial
advisory advice and investment banking services; and

          WHEREAS,  the Company is desirous of retaining the  Consultant for the
purpose of obtaining financial advisory advice and investment banking services.

                                 NOW THEREFORE:

          In consideration of the mutual promises made herein and for other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the parties hereto agree as follows:

          1.   Term.   This Agreement shall commence on January 2, 2001 and
continue for a term of one (1) year; provided,  that the Company shall have
the right to terminate this Agreement upon notice to Consultant at any time.

          2. Services.  (a) The Company  hereby engages  Consultant for the term
specified in Paragraph 1 hereof to render such financial advisory and investment
banking services and advice to the Company as the Company may request. The
Company acknowledges the Consultant's ability to relate information regarding
the Company's activities is directly related to the activities of the Company
and the information provided by Company to Consultant. Consultant's duties may
include, but will not necessarily be limited to, providing recommendations
concerning the following financial and related matters:

          (1)  Rendering advice with regard to internal operations, including:

               (i)    the formation of corporate goals and their implementation;
               (ii)   the Company's financial structure and its divisions or
                      subsidiaries;
               (iii)  securing, when and if necessary and possible, additional
                      financing through banks and/or insurance companies; and
               (iv)   corporate organization and personnel; and

<PAGE>


          (2)  Rendering  advice  and/or   providing   investment
               banking  services with regard to any of the  following  corporate
               finance and other matters:

               (i)    changes in the capitalization of the Company;
               (ii)   changes in the Company's corporate structure;
               (iii)  redistribution of shareholdings of the Company's stock;
               (iv)   offerings of securities in public and private
                      transactions;
               (v)    alternative uses of corporate assets;
               (vi)   sales of stock by insiders pursuant to Rule 144 or
                      otherwise;
               (vii)  structure and use of debt;
               (viii) the acquisition of and/or merger with other  companies,
                      the sale of the Company itself, or any of its assets,
                      subsidiaries  or affiliates,  or similar type of
                      transaction; and
               (ix)   corporate communications and relations with stockholders.

          (b) Consultant will have no obligation whatsoever to provide to or for
the benefit of the Company any securities analysts' reports or any market
making activities.

          3.   Compensation.

          In  consideration  of  the  services  to  be  provided  by  Consultant
hereunder, the Company shall pay to Consultant a total of $300,000, payable in
equal monthly installments of $25,000 on the last day of each calendar month
during the term hereof. The Company, at its option, may elect to pay all, but
not less than all, of such amount in shares of common stock, par value $.001 per
share ("Common Stock"), of the Company and warrants ("Warrants") to purchase
Common Stock, as follows: Upon execution and delivery of this Agreement, the
Company shall issue to Consultant 450,000 shares (the "Shares") of Common Stock
and Warrants to purchase 600,000 shares of Common Stock. Of the Shares, 200,000
shall be deposited into escrow with Kaufman & Moomjian, LLC, as escrow agent
(the "Escrow Agent") pursuant to the terms of an escrow agreement ("Escrow
Agreement") of even date herewith among the Company, the Consultant and the
Escrow Agent. The Escrow Agent shall release to Consultant 75,000 Shares on
February 15, 2001, 75,000 Shares on June 30, 2001, and 50,000 shares on December
31, 2001, in each case in accordance with the terms and conditions of the Escrow
Agreement and so long as this Agreement remains in effect. Of the Warrants,
200,000 shall have an exercise price of $.25 and be in the form of Exhibit A
hereto, 100,000 shall have an exercise price of $.50 and be in the form of
Exhibit B hereto, 100,000 shall have an exercise price of $1.00 and be in the
form of Exhibit C hereto, and 200,000 shall have an exercise price of $1.00 and
be in the form of Exhibit D hereto. Of the Warrants, those issued in the form of
Exhibits B, C and D shall be placed in escrow with the Escrow Agent pursuant to
the Escrow Agreement. The Warrants issued in the form of Exhibit B shall be
released by the Escrow Agent to Consultant on February 15, 2001, the Warrants
issued in the form of Exhibit C shall be released by the Escrow Agent to
Consultant on June 30, 2001, and the Warrants issued in the form of Exhibit D
shall be released by the Escrow Agent to Consultant on December 31, 2001, in
each case in accordance with the terms and conditions of the Escrow Agreement
and so long as this Agreement remains in effect.

                                      -2-

<PAGE>

     The Company shall use its commercially reasonable best efforts to
register the Shares and the shares of Common Stock to be issued upon exercise of
the Warrants (the "Warrant Shares") in a Registration Statement on Form S-3 for
resale by Consultant.

          4. Expenses.  In addition to the fees payable  hereunder,  the Company
shall reimburse Consultant for all reasonable travel and out-of-pocket expenses
incurred in connection with the services performed by Consultant pursuant to
this Agreement, promptly after submission to the Company of appropriate evidence
of such expenditures. All such expenditures in excess of $200 will be submitted
to the Company for approval in advance.

          5.   Representations and Warranties.  Consultant hereby represents,
warrants and acknowledges to and covenants and agrees with the Company as
follows:

          (a) Investment Intent. Consultant is acquiring the Shares and Warrants
and will acquire the Warrant Shares, for its own account, for investment only
and not with a view to, or for sale in connection with, a distribution thereof
or any part thereof, within the meaning of the Securities Act, and the rules and
regulations promulgated thereunder, or any applicable state securities or
blue-sky laws;

               (b)  Investor Status.  Consultant is an accredited investor as
such term is defined under Rule 501 of Regulation D promulgated pursuant to the
Securities Act ("Regulation D");

               (c) Intent to Transfer.  Consultant  is not a party to or subject
to or bound by any contract, undertaking, agreement or arrangement with any
person to sell, transfer or pledge the Shares, Warrants or Warrant Shares or any
part thereof to any person, and has no present intention to enter into such a
contract, undertaking, agreement or arrangement;

               (d)  Offering Exempt from Registration; Company's Reliance.

                    (i) The Company has advised  Consultant  that the Shares,
               Warrants and Warrant Shares have not been registered under  the
               Securities  Act or under the laws of any state on the
               basis that the issuance thereof is exempt from such registration;

                    (ii)   The   Company's    reliance   on   the availability
               of such  exemption  is,  in  part,  based  upon the accuracy  and
               truthfulness  of   Consultant's   representations contained
               herein;

                    (iii)   As  a   result   of   such   lack  of registration,
               none of the Shares, Warrants or Warrant Shares may be  resold
               or  otherwise  transferred  or  disposed  of  without
               registration pursuant to or an  exemption therefrom available
               under the Securities Act and such state securities laws; and

                    (iv) In furtherance of the provisions of this paragraph (d),
               all of

                                      -3-
<PAGE>


               the certificate(s)  representing the Shares and Warrant
               Shares shall bear a restrictive legend  substantially in the
               following form:

               "THE  SHARES  OF  COMMON  STOCK   REPRESENTED  BY  THIS
          CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
          AS AMENDED.  THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT  PURPOSES
          AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD,
          ASSIGNED,  PLEDGED, HYPOTHECATED OR OTHERWISE  TRANSFERRED WITHOUT AN
          EFFECTIVE  REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES
          ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR AN
          OPINION OF COUNSEL  SATISFACTORY TO THE ISSUER OF THESE SHARES TO THE
          EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND SUCH STATE
          SECURITIES LAWS;"

          the certificates representing the Warrants shall bear a legend
substantially in the following form:

               "NEITHER  THE  WARRANTS  REPRESENTED  BY  THIS  WARRANT
          CERTIFICATE  NOR THE SHARES OF COMMON STOCK OR ANY OTHER SECURITIES
          ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAVE BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED.  SUCH WARRANTS HAVE BEEN ACQUIRED,
          AND ANY SHARES OF COMMON STOCK OR ANY OTHER SECURITIES  ISSUABLE UPON
          EXERCISE OF SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED, FOR INVESTMENT
          PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE
          SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT
          AN EFFECTIVE REGISTRATION  STATEMENT FOR SUCH  WARRANTS  AND/OR SUCH
          SHARES OR OTHER SECURITIES UNDER THE SECURITIES  ACT OF 1933,  AS
          AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
          SATISFACTORY TO THE ISSUER OF SUCH WARRANTS AND SUCH SHARES OR OTHER
          SECURITIES TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH
          ACT AND SUCH STATE SECURITIES LAWS;"

          the stock  certificates  subject  to escrow  shall  also bear a legend
substantially in the following form:

               "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
          TO THE TERMS OF AN ESCROW  AGREEMENT  DATED AS OF JANUARY 2, 2001
          AMONG THE COMPANY,  SALOMON GREY

                                      -4-

<PAGE>

          FINANCIAL CORPORATION AND KAUFMAN & MOOMJIAN, LLC, AS ESCROW AGENT;"

          and the certificates representing the Warrants subject to escrow shall
also bear a legend substantially in the following form:

               "THE WARRANTS  REPRESENTED BY THIS WARRANT  CERTIFICATE
          ARE SUBJECT TO THE TERMS OF AN ESCROW AGREEMENT DATED AS OF JANUARY
          2, 2001 AMONG THE COMPANY, SALOMON GREY FINANCIAL CORPORATION AND
          KAUFMAN & MOOMJIAN, LLC, AS ESCROW AGENT."

               (e)  Sophistication  of Consultant.  Consultant has evaluated the
merits and risks of acquiring the Shares, Warrants and Warrant Shares and has
such knowledge and experience in financial and business matters that the
undersigned is capable of evaluating the merits and risks of such acquisition,
is aware of and has considered the financial risks and financial hazards of
acquiring the Shares, Warrants and Warrant Shares, and is able to bear the
economic risk of acquiring the Shares, Warrants and Warrant Shares, including
the possibility of a complete loss with respect thereto;

               (f)  Access to  Information.  Consultant  has had  access to such
information regarding the business and finances of the Company, the receipt and
careful reading of which is hereby acknowledged by Consultant, and has been
provided the opportunity to discuss with the Company's management the business,
affairs and financial condition of the Company and such other matters with
respect to the Company as would concern a reasonable person considering the
transactions contemplated by this Agreement and/or concerned with the operations
of the Company including, without limitation, pursuant to a meeting and/or
discussions with management of the Company;

               (g)  No Guarantees.  It never has been represented, guaranteed or
warranted to Consultant by the Company, or any of its officers, directors,
agents, representatives or employees, or any other person, expressly or by
implication, that:

                    (i)  Any gain will be realized by the undersigned from
               Consultant's investment in the Shares, Warrants or Warrant
               Shares;

                    (ii) There will be any  approximate  or exact length of time
               that  Consultant  will be  required to remain as a holder of
               Shares, Warrants or Warrant Shares; or

                     (iii)     The past performance or experience on the part of
               the Company, its predecessors or of any other person, will in
               any way indicate any future results of the Company;

               (h) No Other Representations, Warranties, Covenants or Agreements

                                      -5-
<PAGE>


of the Company. Except as set forth in this Agreement, the Company has not made
any representation, warranty, covenant or agreement with respect to the matters
contained herein, and Consultant has not and will not rely on any
representation, warranty, covenant or agreement except as set forth in this
Agreement;

               (i) High Degree of Investment Risk. The investment in the Shares,
Warrants and Warrant Shares involves a high degree of risk and may result in a
loss of the entire amount invested; there is no assurance that the Company's
operations will be profitable in the future; and there is no assurance that a
public market for shares of Common Stock will continue to exist;

               (j) State of Principal Place of Business. The address set forth
herein is Consultant's true and correct principal place of business, and
Consultant has no present intention of relocating its principal place of
business to any other country, state or jurisdiction;

               (k)  No Purchaser Representative.  Consultant has not authorized
any person or institution to act as the undersigned's "purchaser
representative" (as such term is defined in Rule 501 of Regulation D) in
connection with Consultant's investment in Shares, Warrants or Warrant Shares;
and

               (l)  No General Solicitation.  Consultant has not received any
general solicitation or general advertising regarding the purchase of any
of the Shares, Warrants or Warrant Shares.

          6. Company Information. The Company acknowledges that all opinions and
advice (written or oral) given by Consultant to the Company in connection with
Consultant's engagement are intended solely for the benefit and use of the
Company (including its officers and directors) in considering the transaction to
which they relate, and the Company agrees that no person or entity other than
the Company (including its officers and directors) shall be entitled to make use
of or rely upon the advice of Consultant to be given hereunder, and no such
opinion or advice shall be used for any manner or for any purpose, nor may the
Company make any public references to Consultant, or use the Consultant's name
in any annual reports or any other reports or releases of the Company, without
Consultant's prior written consent. The Company recognizes and confirms that, in
advising the Company hereunder, Consultant will use and rely on data, material
and other information furnished to Consultant by the Company, without
independently verifying the accuracy, completeness or veracity of same.

          7.  Confidentiality.  Consultant  will, and will direct its directors,
officers, employees, representatives, agents and advisors ("Representatives")
to, hold in confidence and not use or disclose any confidential information of
the Company. Notwithstanding the foregoing, Consultant shall not be required to
maintain confidentiality with respect to information (i) which is or becomes
part of the public domain not due to the breach of this Agreement by Consultant,
(ii) of which it had independent knowledge prior to disclosure; (iii) which
comes into the possession of Consultant in the normal and routine course of its
own business from and through independent non-confidential sources; or (iv)
which is required to be disclosed by Consultant by

                                      -6-
<PAGE>


laws, rules or regulators. If Consultant is requested or required to
disclose any confidential information supplied to it by the Company, Consultant
shall, unless prohibited by law, promptly notify the Company of such request(s)
so that the Company may seek an appropriate protective order. In addition,
Consultant acknowledges that it is aware, and that it will advise its
Representatives who receive confidential information, that the United States
securities laws prohibit any person who has material, non-public information
from purchasing or selling securities of the Company (and options, warrants and
rights relating thereto) and from communicating such information to any other
person under circumstances in which it is reasonably foreseeable that such
person (including, without limitation, any of your Representatives) is likely to
purchase or sell such securities.

          8. Other Consulting Clients.  The Company acknowledges that Consultant
or its affiliates are in the business of providing services and consulting
advice to others. Nothing herein contained shall be construed to limit or
restrict Consultant in conducting such business with others, or in rendering
such advice to others, provided that Consultant shall not take any action, to
the best of its knowledge and belief, that would be contrary to the interests of
the Company.

          9.  Indemnification.  (a) The  Company  agrees to  indemnify  and hold
harmless Consultant, its employees, directors, officers, agents, representatives
and controlling persons from and against any and all losses, claims, damages,
liabilities, suits, actions, proceedings, costs and expenses (collectively,
"Damages"), including, without limitation, reasonable attorney fees and
expenses, as and when incurred, if such Damages were directly caused by,
relating to, based upon or arising out of the rendering by Consultant of
services pursuant to this Agreement, so long as Consultant shall not have
engaged in illegal, intentional or willful misconduct, or shall have acted
grossly negligently, in connection with the services provided which form the
basis of the claim for indemnification. This paragraph shall survive the
termination of this Agreement.

          (b) The Consultant  agrees to indemnify and hold harmless the Company,
its employees, directors, officers, agents, representatives and controlling
persons from and against any and all Damages, including, without limitation,
reasonable attorney fees and expenses, as and when incurred, if such Damages
were directly caused by, relating to, based upon or arising out of the rendering
by Consultant of services pursuant to this Agreement, if Consultant shall have
engaged in illegal, intentional or willful misconduct, or shall have acted
grossly negligently, in connection with the services provided which form the
basis of the claim for indemnification. This paragraph shall survive the
termination of this Agreement.

          10.  Independent  Contractor.  Consultant  shall  perform its services
hereunder as an independent contractor and not as an employee or agent of the
Company or any affiliate thereof. Consultant shall have no authority to act for,
represent or bind the Company or any affiliate thereof in any manner, except as
may be expressly agreed to by the Company in writing from time to time.

          11. Arbitration. In the event of any dispute under this Agreement,
then and in

                                      -7-
<PAGE>

such event, each party agrees that the same shall be submitted to
the American Arbitration association ("AAA") in the City of New York or nearest
city, for its decision and determination in accordance with its rules and
regulations then in effect. Each of the parties agrees that the decision and/or
award made by the AAA may be entered as judgment of the Courts of the State of
New York, and shall be enforceable as such.

          12.  Notices.  Any  notice  to be given by  either  party to the other
hereunder shall be sufficient if in writing and sent by (a) nationally
recognized overnight courier, (b) facsimile transmission electronically
confirmed, (c) hand delivery against receipt, (d) registered or certified mail,
return receipt requested, in each case addressed to such party at the address
specified on the first page of this Agreement or such other address as either
party may have given to the other in writing.

          13.  Miscellaneous.  This Agreement  constitutes the entire  agreement
between the parties with respect to the subject matter hereof. No provision of
this Agreement may be amended, modified or waived, except in writing signed by
both parties. This Agreement shall be binding upon and inure to the benefit of
each of the parties and their respective successors, legal representatives and
assigns. This Agreement shall not be assigned by either party without the
written consent of the other party. This Agreement may be executed in
counterparts. This Agreement shall be construed and enforced in accordance with
the laws of the State of New York, without giving effect to conflict of laws.

                                      -8-

<PAGE>


          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be duly executed on the day of the year first above written.

                                   VIZACOM INC.


                                   By:        /s/ Alan Schoenbart
                                      -----------------------------
                                      Name:   Alan Schoenbart
                                      Title:  CFO



                                   SALOMON GREY FINANCIAL
                                   CORPORATION


                                   By:        /s/ Paul Koupas
                                      -----------------------------
                                      Name:  Paul Koupas
                                      Title: CEO

<PAGE>

                                   Exhibit A
                                   ---------

          NEITHER THE WARRANTS  REPRESENTED BY THIS WARRANT CERTIFICATE
          NOR  THE  SHARES  OF  COMMON  STOCK  OR  ANY OTHER SECURITIES
          ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAVE BEEN  REGISTERED
          UNDER THE SECURITIES  ACT OF 1933, AS AMENDED.  SUCH WARRANTS
          HAVE  BEEN  ACQUIRED,  AND  ANY SHARES OF COMMON STOCK OR ANY
          OTHER SECURITIES  ISSUABLE  UPON  EXERCISE  OF SUCH  WARRANTS
          ARE  REQUIRED TO BE  ACQUIRED,  FOR  INVESTMENT  PURPOSES AND
          NOT WITH A VIEW TO DISTRIBUTION OR RESALE,  AND  MAY  NOT  BE
          SOLD,    ASSIGNED,   PLEDGED,   HYPOTHECATED   OR   OTHERWISE
          TRANSFERRED  WITHOUT AN EFFECTIVE  REGISTRATION STATEMENT FOR
          SUCH WARRANTS  AND/OR SUCH SHARES OR OTHER  SECURITIES  UNDER
          THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE  STATE
          SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY  TO THE
          ISSUER  OF  SUCH WARRANTS AND SUCH SHARES OR OTHER SECURITIES
          TO THE EFFECT THAT  REGISTRATION  IS  NOT REQUIRED UNDER SUCH
          ACT AND SUCH STATE SECURITIES LAWS.

                    VOID AFTER 5:00 P.M. ON DECEMBER 31, 2003

                                  VIZACOM INC.
                               WARRANT CERTIFICATE

                     200,000 COMMON STOCK PURCHASE WARRANTS

                                                             Teaneck, New Jersey
Warrant Certificate No. SGFC-1                                   January 2, 2001

          THIS IS TO CERTIFY THAT,  for value  received,  Salomon Grey Financial
Corporation or registered assigns (the  "Warrantholder")  permitted by the terms
of this Warrant  Certificate,  is the  registered  owner of the number of Common
Stock  Purchase  Warrants  (each,  a "Warrant")  set forth  above,  each Warrant
entitling   the  owner  thereof  to  purchase  from  Vizacom  Inc.,  a  Delaware
corporation (the "Company"), at any time on or prior to 5:00 P.M., New York City
time, on December 31, 2003 (the "Expiration Time"), one duly authorized, validly
issued,  fully paid and  nonassessable  share (each,  a "Warrant  Share") of the
common stock, par value $.001 per share ("Common Stock"),  of the Company,  at a
price of $.25 per share (the  "Exercise  Price"),  all  subject to the terms and
conditions  contained herein.  The number of Warrants  evidenced by this Warrant
Certificate  (and the number and kind of securities  which may be purchased upon
exercise  hereof) set forth above,  and the  Exercise  Price per share set forth
above, are as of the date hereof.

          As provided  herein,  the  Exercise  Price and the number of shares of
Common Stock or other securities which may be purchased upon the exercise of the
Warrants  evidenced  by this  Warrant  Certificate  are,  upon the  happening of
certain events, subject to modification and adjustment.

                                      -1-
<PAGE>

          This Warrant  Certificate,  together  with any warrant  certificate(s)
issued in replacement or substitution hereof (as provided for herein) evidencing
all or  part  of the  Warrants  evidenced  hereby,  are  sometimes  collectively
referred to herein as the "Warrant Certificates."

          The rights of the registered holder of this Warrant  Certificate shall
be subject to the following further terms and conditions:

1.   EXERCISE OF WARRANTS.
     --------------------

          (a) The Warrants may be exercised, in whole or in part, on or prior to
the Expiration Time by surrendering this Warrant Certificate,  with the purchase
form  provided  for  herein  duly  executed  by  the  Warrantholder  or  by  the
Warrantholder's duly authorized attorney-in-fact, at the principal office of the
Company,  presently  located  at  Glenpointe  Centre  East,  300  Frank W.  Burr
Boulevard - 7th Floor,  Teaneck,  New Jersey  07666,  or at such other office or
agency in the United States as the Company may designate by notice in writing to
the  Warrantholder  (in either event,  the "Company  Offices"),  accompanied  by
payment in full,  either in the form of cash,  bank cashier's check or certified
check  payable to the order of the  Company,  of the Exercise  Price  payable in
respect of the Warrants being  exercised.  If fewer than all of the Warrants are
exercised,  the Company shall,  upon each exercise prior to the Expiration Time,
execute and deliver to the Warrantholder a new Warrant  Certificate (dated as of
the date hereof) evidencing the balance of the Warrants that remain exercisable.

          (b) Notwithstanding Section 1(a) above, the Warrants may be exercised,
in whole or in part, on a "cashless"  basis, by stating in the attached exercise
purchase  form  provided  herein  such  intention  and the  maximum  number (the
"Maximum  Number")  of shares  of Common  Stock  the  Warrantholder  desires  to
purchase (and lose the right to purchase) in  consideration  of  cancellation of
Warrants in payment for such exercise.  The number of shares of Common Stock the
Warrantholder  shall  receive  upon such  exercise  shall  equal the  difference
between the Maximum Number and the quotient that is obtained when the product of
the Maximum  Number and the then current  Exercise  Price is divided by the then
current Market Price per share (as hereinafter defined).

          (c)  On the  date  of  exercise  of the  Warrants,  the  Warrantholder
exercising  same  shall be deemed to have  become  the  holder of record for all
purposes of the Warrant Shares to which the exercise relates.

          (d) As soon as  practicable  after the  exercise of all or part of the
Warrants  evidenced by this  Warrant  Certificate,  the Company,  at its expense
(including  the payment by it of any applicable  issue taxes),  will cause to be
issued  in the name of and  delivered  to the  Warrantholder  a  certificate  or
certificates  evidencing the number of duly  authorized,  validly issued,  fully
paid and  nonassessable  Warrant  Shares  to which  the  Warrantholder  shall be
entitled upon such exercise.

          (e) No certificates for fractional Warrant Shares shall be issued upon
the exercise of any of the Warrants  but, in lieu  thereof,  the Company  shall,
upon exercise of all the Warrants,  round up any fractional Warrant Share to the
nearest whole share of Common Stock.

                                      -2-
<PAGE>

2.   ISSUANCE OF COMMON STOCK; RESERVATION OF SHARES.
     -----------------------------------------------

          (a) The Company covenants and agrees that all Warrant Shares which may
be issued upon the exercise of all or part of the Warrants  will,  upon issuance
in  accordance  with  the  terms  hereof,  be  validly  issued,  fully  paid and
nonassessable  and free from all taxes,  liens and charges  with  respect to the
issue thereof.

          (b) The  Company  further  covenants  and agrees that if any shares of
Common Stock to be reserved  for the purpose of the  issuance of Warrant  Shares
upon the exercise of Warrants  require  registration  with,  or approval of, any
governmental  authority under any federal or state law before such shares may be
validly issued or delivered  upon  exercise,  then the Company will promptly use
its best efforts to effect such  registration  or obtain such  approval,  as the
case may be.

3.   ADJUSTMENTS OF EXERCISE PRICE, NUMBER AND CHARACTER OF WARRANT SHARES, AND
     --------------------------------------------------------------------------
     NUMBER OF WARRANTS.
     ------------------

          The Exercise  Price and the number and kind of securities  purchasable
upon the exercise of each Warrant  shall be subject to  adjustment  from time to
time upon the happening of the events enumerated in this Section 3.

          (a)  STOCK  DIVIDENDS,  SUBDIVISIONS  AND  COMBINATIONS.  In  case the
Company shall at any time on or before the Expiration Time:

               (i)   pay a dividend in shares of Common  Stock or other stock of
the  Company or make a  distribution  in shares  of  Common  Stock or such other
stock to holders of all its outstanding shares of Common Stock;

               (ii)  subdivide or  reclassify  the  outstanding shares of Common
Stock into a greater number of shares;

               (iii) combine  the  outstanding  shares  of  Common  Stock into a
smaller number of shares of Common Stock; or

               (iv)  issue  by  reclassification  of  its shares of Common Stock
     other  securities of the Company  (including any such  reclassification  in
     connection  with a  consolidation  or merger in which  the  Company  is the
     continuing corporation),

then the number and kind of Warrant  Shares  purchasable  upon  exercise of each
Warrant  outstanding  immediately  prior  thereto  shall be adjusted so that the
Warrantholder  shall be  entitled  to  receive  the kind and number of shares of
Common Stock or other  securities of the Company which the  Warrantholder  would
have owned or have been  entitled to receive  after the  happening of any of the
events described above had such Warrant been exercised in full immediately prior
to the  earlier of the  happening  of such  event or any record  date in respect
thereto.  In the  event  of any  adjustment  of the  number  of  Warrant  Shares
purchasable upon the exercise of each then outstanding Warrants pursuant to this
Paragraph 3(a), the Exercise Price shall be adjusted to be the amount  resulting
from

                                      -3-
<PAGE>

dividing  the  number  of  shares  of Common Stock (including  fractional shares
of Common Stock) covered by such Warrant  immediately after such adjustment into
the total amount payable upon exercise of such Warrant in full immediately prior
to such  adjustment.  An adjustment  made pursuant to this  Paragraph 3(a) shall
become effective  immediately after the effective date of such event retroactive
to  the  record  date  for  any  such  event.  Such  adjustment  shall  be  made
successively whenever any event listed above shall occur.

          (b) EXTRAORDINARY  DIVIDENDS. In case the Company shall at any time on
or before the  Expiration  Time fix a record  date for the  issuance  of rights,
options,  or warrants to all holders of its outstanding  shares of Common Stock,
entitling them (for a period  expiring within 45 days after such record date) to
subscribe for or purchase shares of Common Stock (or securities exchangeable for
or convertible into shares of Common Stock) at a price per share of Common Stock
(or having an  exchange  or  conversion  price per share of Common  Stock,  with
respect to a security  exchangeable  for or  convertible  into  shares of Common
Stock)  which is lower than the current  Market  Price per share of Common Stock
(as defined in  Paragraph  3(d) below) on such record  date,  then the  Exercise
Price shall be adjusted by multiplying the Exercise Price in effect  immediately
prior to such record date by a fraction, of which (i) the numerator shall be the
number of shares of Common Stock outstanding on such record date plus the number
of shares of Common Stock which the aggregate offering price of the total number
of shares of Common Stock so to be offered (or the aggregate initial exchange or
conversion price of the exchangeable or convertible securities so to be offered)
would  purchase at such current Market Price and (ii) the  denominator  shall be
the number of shares of Common  Stock  outstanding  on such record date plus the
number of additional  shares of Common Stock to be offered for  subscription  or
purchase (or into which the  exchangeable  or  convertible  securities  so to be
offered are initially exchangeable or convertible). Such adjustment shall become
effective at the close of business on such record date;  however,  to the extent
that shares of Common Stock (or securities  exchangeable for or convertible into
shares of Common Stock) are not delivered  after the  expiration of such rights,
options,  or warrants,  the Exercise  Price shall be  readjusted  (but only with
respect to Warrants exercised after such expiration) to the Exercise Price which
would  then be in effect  had the  adjustments  made upon the  issuance  of such
rights,  options,  or warrants  been made upon the basis of delivery of only the
number of shares of Common Stock (or securities  exchangeable for or convertible
into shares of Common Stock) actually issued. In case any subscription price may
be paid in a  consideration  part or all of which  shall be in a form other than
cash,  the value of such  consideration  shall be as determined in good faith by
the Board of  Directors  of the  Company and shall be  described  in a statement
mailed to the  Warrantholder.  Shares of Common  Stock  owned by or held for the
account of the Company  shall not be deemed  outstanding  for the purpose of any
such computation.

          (c) EXTRAORDINARY DISTRIBUTIONS. In case the Company shall at any time
after the original date of issuance of the Warrants distribute to all holders of
its shares of Common Stock (including any such  distribution  made in connection
with  a  consolidation   or  merger  in  which  the  Company  is  the  surviving
corporation)  evidences of its indebtedness or assets  (excluding cash dividends
and  distributions  payable out of consolidated  net income or earned surplus in
accordance with Delaware law and dividends or distributions payable in shares of
stock  described in  Paragraph  3(a) above) or rights,  options,  or warrants or
exchangeable or convertible  securities containing the right to subscribe for or
purchase shares of Common Stock (or securities  exchangeable  for or

                                      -4-
<PAGE>


convertible  into  shares  of  Common  Stock),  then the Exercise Price shall be
adjusted by multiplying  the Exercise Price in effect  immediately  prior to the
record  date for such  distribution  by a fraction,  of which (i) the  numerator
shall be the  current  Market  Price per share of Common  Stock (as  defined  in
Paragraph  3(d)) on such record date,  less the fair market value (as determined
by the  Board  of  Directors  of  the  Company,  whose  determination  shall  be
conclusive,  and described in a notice to the  Warrantholders) of the portion of
the evidences of  indebtedness or assets so to be distributed or of such rights,
options  or  warrants  applicable  to one  share of  Common  Stock  and (ii) the
denominator  shall be such current Market Price per share of Common Stock.  Such
adjustment  shall be made  whenever  any such  distribution  is made,  and shall
become effective on the date of distribution  retroactive to the record date for
such transaction.

          (d) CURRENT MARKET PRICE DEFINED.  For the purpose of any  computation
under  Paragraphs  1(b), 3(b) and/or 3(c), the current Market Price per share of
Common Stock at any date shall be deemed to be the average  daily  Closing Price
of the shares of Common Stock for twenty consecutive  trading days ending within
fifteen days before the date in question. The term "Closing Price" of the shares
of Common  Stock for a day or days shall mean (i) if the shares of Common  Stock
are listed or admitted for trading on a national securities  exchange,  the last
reported  sales price regular way, or, in case no such reported sale takes place
on such day or days,  the average of the  reported  closing bid and asked prices
regular way, in either case on the  principal  national  securities  exchange on
which the shares of the Common Stock are listed or admitted for trading, or (ii)
if the  shares of Common  Stock are not  listed or  admitted  for  trading  on a
national  securities  exchange,  (A) the last  transaction  price for the Common
Stock on The Nasdaq Stock  Market  ("Nasdaq")  or, in the case no such  reported
transaction takes place on such day or days, the average of the reported closing
bid and asked prices  thereof  quoted on Nasdaq,  or (B) if the shares of Common
Stock are not quoted on Nasdaq,  the average of the closing bid and asked prices
of the Common Stock as quoted on the Over-The-Counter  Bulletin Board maintained
by the National Association of Securities Dealers,  Inc. (the "Bulletin Board"),
or (C) if the  shares of  Common  Stock  are not  quoted  on  Nasdaq  nor on the
Bulletin  Board,  the average of the closing bid and asked  prices of the common
stock in the over-the-counter  market, as reported by  Pinksheets.com,  Inc., or
an equivalent  generally  accepted  reporting  service,  or (iii) if on any such
trading  day or days the  shares  of  Common  Stock  are not  quoted by any such
organization, the fair market value of the shares of Common Stock on such day or
days,  as  determined  in good faith by the Board of  Directors  of the Company,
shall be used.

          (e) MINIMUM ADJUSTMENT.  Except as hereinafter provided, no adjustment
of the Exercise Price hereunder  shall be made if such  adjustment  results in a
change of the  Exercise  Price then in effect of less than five cents ($.05) per
share.  Any  adjustment of less than five cents ($.05) per share of any Exercise
Price  shall be carried  forward  and shall be made at the time of and  together
with any subsequent adjustment which, together with adjustment or adjustments so
carried forward,  amounts to five cents ($.05) per share or more. However,  upon
exercise  of this  Warrant  Certificate,  the Company  shall make all  necessary
adjustments (to the nearest cent) not theretofore  made to the Exercise Price up
to and  including  the  effective  date upon which this Warrant  Certificate  is
exercised.

          (f)  NOTICE OF  ADJUSTMENTS.  Whenever  the  Exercise  Price  shall be
adjusted  pursuant  to this  Section 3, the  Company  shall  promptly  deliver a
certificate  signed  by the  President

                                      -5-
<PAGE>



or  a  Vice  President  and  by  the Chief  Financial  Officer,  Treasurer or an
Assistant  Treasurer or the Secretary or an Assistant  Secretary of the Company,
setting forth, in reasonable  detail,  the event  requiring the adjustment,  the
amount of the  adjustment,  the method by which such  adjustment  was calculated
(including  a  description  of the basis on which the Board of  Directors of the
Company made any determination  hereunder),  by first class mail postage prepaid
to each Warrantholder.

          (g) CAPITAL  REORGANIZATIONS AND OTHER  RECLASSIFICATIONS.  In case of
any capital  reorganization of the Company,  or of any  reclassification  of the
shares  of  Common  Stock  (other  than  a   reclassification,   subdivision  or
combination of shares of Common Stock referred to in Paragraph 3(a)), or in case
of the  consolidation of the Company with, or the merger of the Company with, or
merger of the Company into, any other corporation (other than a reclassification
of the shares of Common Stock referred to in Paragraph  3(a) or a  consolidation
or  merger  which  does not  result  in any  reclassification  or  change of the
outstanding  shares of Common Stock) or of the sale of the properties and assets
of the Company as, or substantially  as, an entirety to any other corporation or
entity, each Warrant shall, after such capital reorganization,  reclassification
of shares of Common Stock, consolidation,  merger, or sale, be exercisable, upon
the terms and conditions  specified in this Warrant  Certificate,  for the kind,
amount  and  number of shares or other  securities,  assets,  or cash to which a
holder of the number of shares of Common Stock  purchasable (at the time of such
capital   reorganization,   reclassification   of  shares   of   Common   Stock,
consolidation,  merger or sale) upon  exercise of such  Warrant  would have been
entitled to receive upon such capital reorganization, reclassification of shares
of Common  Stock,  consolidation,  merger,  or sale;  and in any such  case,  if
necessary, the provisions set forth in this Section 3 with respect to the rights
and interests thereafter of the Warrantholder shall be appropriately adjusted so
as to be applicable,  as nearly  equivalent as possible,  to any shares or other
securities,  assets,  or cash  thereafter  deliverable  on the  exercise  of the
Warrants. The Company shall not effect any such consolidation,  merger, or sale,
unless prior to or  simultaneously  with the consummation  thereof the successor
corporation  or  entity  (if  other  than  the  Company)   resulting  from  such
consolidation  or merger or the corporation or entity  purchasing such assets or
other appropriate corporation or entity shall assume, by written instrument, the
obligation to deliver to the Warrantholder such shares,  securities,  assets, or
cash as, in  accordance  with the  foregoing  provisions,  such  holders  may be
entitled to purchase and the other  obligations  hereunder.  The  subdivision or
combination of shares of Common Stock at any time  outstanding into a greater or
lesser  number of shares  shall  not be deemed to be a  reclassification  of the
shares of Common Stock for purposes of this Paragraph 3(e).

          (h) ADJUSTMENTS TO OTHER SECURITIES. In the event that at any time, as
a result of an  adjustment  made  pursuant to this Section 3, the  Warrantholder
shall become  entitled to purchase any shares or securities of the Company other
than the shares of Common Stock,  thereafter  the number of such other shares or
securities so  purchasable  upon exercise of each Warrant and the exercise price
for such shares or securities  shall be subject to adjustment  from time to time
in a manner and on terms as nearly equivalent as possible to the provisions with
respect to the shares of Common Stock  contained in Paragraphs 3(a) through (e),
inclusive.

          (i)   DEFERRAL   OF   ISSUANCE   OF   ADDITIONAL   SHARES  IN  CERTAIN
CIRCUMSTANCES.  In any  case in  which  this  Section  3 shall  require  that an
adjustment  in the  Exercise  Price be made  effective as of a record date for a
specified  event,  the Company may elect to defer until the  occurrence  of such

                                      -6-
<PAGE>



event issuing to the  Warrantholder  exercised after such record date the shares
of Common Stock, if any,  issuable upon such exercise over and above the Warrant
Shares,  if any,  issuable upon such exercise on the basis of the Exercise Price
in effect prior to such adjustment;  provided,  however,  that the Company shall
deliver as soon as  practicable  to such holder a due bill or other  appropriate
instrument  provided by the Company  evidencing  such holder's  right to receive
such  additional  shares  of  Common  Stock  upon the  occurrence  of the  event
requiring such adjustment.

4.   DEFINITION OF COMMON STOCK.
     --------------------------

          The Common Stock  issuable upon exercise of the Warrants  shall be the
Common Stock as constituted  on the date hereof except as otherwise  provided in
Section 3.

5.   REPLACEMENT OF SECURITIES.
     -------------------------

          If this  Warrant  Certificate  shall be  lost,  stolen,  mutilated  or
destroyed,  the Company shall, on such terms as to indemnity or otherwise as the
Company may in its discretion reasonably impose, issue a new certificate of like
tenor or date  representing  in the  aggregate  the right to  subscribe  for and
purchase  the number of shares of Common Stock which may be  subscribed  for and
purchased  hereunder.  Any such new  certificate  shall  constitute  an original
contractual  obligation  of the  Company,  whether  or not the  allegedly  lost,
stolen,  mutilated  or  destroyed  Warrant  Certificate  shall  be at  any  time
enforceable by anyone.

6.   REGISTRATION.
     ------------

          This Warrant  Certificate,  as well as all other warrant  certificates
representing  Warrants  shall be numbered and shall be  registered in a register
(the "Warrant  Register")  maintained at the Company Offices as they are issued.
The Warrant  Register shall list the name,  address and Social Security or other
Federal Identification Number, if any, of all Warrantholders.  The Company shall
be entitled to treat the  Warrantholder  as set forth in the Warrant Register as
the owner in fact of the  Warrants  as set forth  therein for all  purposes  and
shall not be bound to recognize  any  equitable or other claim to or interest in
such Warrants on the part of any other  person,  and shall not be liable for any
registration  of transfer of Warrants that are registered or to be registered in
the name of a  fiduciary  or the  nominee of a  fiduciary  unless  made with the
actual  knowledge that a fiduciary or nominee is committing a breach of trust in
requesting such  registration of transfer,  or with such knowledge of such facts
that its participation therein amounts to bad faith.

7.   TRANSFER.
     --------

     NEITHER THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE SHARES
OF COMMON STOCK OR ANY OTHER SECURITIES  ISSUABLE UPON EXERCISE OF SUCH WARRANTS
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH WARRANTS
HAVE BEEN  ACQUIRED,  AND ANY  SHARES OF  COMMON  STOCK OR ANY OTHER  SECURITIES
ISSUABLE  UPON  EXERCISE  OF SUCH  WARRANTS  ARE  REQUIRED TO BE  ACQUIRED,  FOR
INVESTMENT  PURPOSES AND NOT WITH A

                                      -7-
<PAGE>


VIEW  TO  DISTRIBUTION   OR  RESALE,   AND MAY NOT BE SOLD,  ASSIGNED,  PLEDGED,
HYPOTHECATED  OR  OTHERWISE   TRANSFERRED  WITHOUT  AN  EFFECTIVE   REGISTRATION
STATEMENT FOR SUCH  WARRANTS  AND/OR SUCH SHARES OR OTHER  SECURITIES  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  AND APPLICABLE  STATE SECURITIES LAWS OR AN
OPINION OF COUNSEL  SATISFACTORY  TO THE ISSUER OF SUCH WARRANTS AND SUCH SHARES
OR OTHER  SECURITIES TO THE EFFECT THAT  REGISTRATION IS NOT REQUIRED UNDER SUCH
ACT AND SUCH STATE SECURITIES LAWS.

8.   EXCHANGE OF WARRANT CERTIFICATES.
     --------------------------------

          This Warrant  Certificate may be exchanged for another  certificate or
certificates  entitling the  Warrantholder  thereof to purchase a like aggregate
number of Warrant Shares as this Warrant Certificate entitles such Warrantholder
to purchase.  A Warrantholder  desiring to so exchange this Warrant  Certificate
shall make such request in writing delivered to the Company, and shall surrender
this Warrant  Certificate  therewith.  Thereupon,  the Company shall execute and
deliver to the person entitled thereto a new certificate or certificates, as the
case may be, as so requested.

9.   NOTICES.
     -------

          All notices and other communications hereunder shall be in writing and
shall be  deemed  given  when  delivered  in  person,  against  written  receipt
therefor, or two days after being sent, by registered or certified mail, postage
prepaid, return receipt requested, and, if to the Warrantholder, at such address
as is shown on the Warrant  Register or as may otherwise may have been furnished
to the Company in writing in accordance with this Section 9 by the Warrantholder
and,  if to the  Company,  at the Company  Offices or such other  address as the
Company shall give notice thereof to the  Warrantholder  in accordance with this
Section 9.

10.  MISCELLANEOUS.
     -------------

          This Warrant  Certificate and any term hereof may be changed,  waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.  This  certificate  is deemed to have been delivered in the State of New
York and shall be construed and enforced in accordance  with and governed by the
laws of such State,  without  regard to its  conflicts of laws  principles.  The
headings in this Warrant  Certificate  are for purposes of reference  only,  and
shall not limit or otherwise affect any of the terms hereof.

                                      -8-

<PAGE>


11.  EXPIRATION.
     ----------

          Unless as hereinafter  provided,  the right to exercise these Warrants
shall expire at the Expiration Time.


Dated: January 2, 2001


                                  VIZACOM INC.


                                       By:
                                           -----------------------------------
                                           Name:
                                           Title:

                                      -9-

<PAGE>


                                  EXERCISE FORM



                                                Dated:               ,
                                                      ---------------  ----


TO: VIZACOM INC.:

Complete if paying Exercise Price in cash or by check
-----------------------------------------------------

          The  undersigned  hereby  irrevocably  elects to  exercise  the within
Warrant, to the extent of purchasing  _________________  shares of Common Stock,
and hereby makes  payment of  $_____________  in payment of the actual  Exercise
Price thereof.


Complete if paying Exercise Price through cashless exercise
-----------------------------------------------------------

          The  undersigned  hereby  irrevocably  elects to  exercise  the within
Warrant,  and  elects  to pay the  Exercise  Price by means of  cancellation  of
Warrants.  The Maximum Number of shares of Common Stock the undersigned  desires
to purchase (and lose the right to purchase) is         .
                                                --------


                               ------------------


                     INSTRUCTIONS FOR REGISTRATION OF STOCK

                 Name:
                       ---------------------------------------------------------
                              (Please type or print in block letters)
             Taxpayer
       Identification
               Number:
                      ----------------------------------------------------------


              Address:
                      ----------------------------------------------------------

                      ----------------------------------------------------------

                      ----------------------------------------------------------


                               ------------------


            Signature:
                      ----------------------------------------------------------
                       (Signature  must conform in all respects to the name of
                        the  Warrantholder  as set forth on the face of this
                                       Warrant Certificate.)

                                      -10-

<PAGE>


                                 ASSIGNMENT FORM


                     FOR VALUE RECEIVED,
                                         ---------------------------------------
                                         (Please type or print in block letters)

hereby sells, assigns and transfers unto:

                 Name:
                       ---------------------------------------------------------
                              (Please type or print in block letters)
             Taxpayer
       Identification
               Number:
                      ----------------------------------------------------------


              Address:
                      ----------------------------------------------------------

                      ----------------------------------------------------------

                      ----------------------------------------------------------

this  Warrant   Certificate  and  the  Warrants   represented  by  this  Warrant
Certificate  to  the  extent  of  ________________   Warrants  and  does  hereby
irrevocably constitute and appoint ___________________________ Attorney-in-Fact,
to transfer the same on the books of the Company with full power of substitution
in the premises.

           Dated:
                  ---------------------------


       Signature:
                  --------------------------------------------------------------
                   (Signature must conform in all respects to the name of the
                    Warrantholder  as set forth on the face of this Warrant
                                        Certificate.)


                                      -11-
<PAGE>

                                   Exhibit B
                                   ---------

          NEITHER THE WARRANTS  REPRESENTED BY THIS WARRANT CERTIFICATE
          NOR  THE  SHARES  OF  COMMON  STOCK  OR  ANY OTHER SECURITIES
          ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAVE BEEN  REGISTERED
          UNDER THE SECURITIES  ACT OF 1933, AS AMENDED.  SUCH WARRANTS
          HAVE  BEEN  ACQUIRED,  AND  ANY SHARES OF COMMON STOCK OR ANY
          OTHER SECURITIES  ISSUABLE  UPON  EXERCISE  OF SUCH  WARRANTS
          ARE  REQUIRED TO BE  ACQUIRED,  FOR  INVESTMENT  PURPOSES AND
          NOT WITH A VIEW TO DISTRIBUTION OR RESALE,  AND  MAY  NOT  BE
          SOLD,    ASSIGNED,   PLEDGED,   HYPOTHECATED   OR   OTHERWISE
          TRANSFERRED  WITHOUT AN EFFECTIVE  REGISTRATION STATEMENT FOR
          SUCH WARRANTS  AND/OR SUCH SHARES OR OTHER  SECURITIES  UNDER
          THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE  STATE
          SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY  TO THE
          ISSUER  OF  SUCH WARRANTS AND SUCH SHARES OR OTHER SECURITIES
          TO THE EFFECT THAT  REGISTRATION  IS  NOT REQUIRED UNDER SUCH
          ACT AND SUCH STATE SECURITIES LAWS.

          THE  WARRANTS  REPRESENTED  BY  THIS WARRANT CERTIFICATE  ARE
          SUBJECT  TO  THE  TERMS  OF AN ESCROW  AGREEMENT  DATED AS OF
          JANUARY 2, 2001  AMONG  THE  COMPANY, SALOMON GREY  FINANCIAL
          CORPORATION AND KAUFMAN & MOOMJIAN, LLC, AS ESCROW AGENT

                    VOID AFTER 5:00 P.M. ON DECEMBER 31, 2003

                                  VIZACOM INC.
                               WARRANT CERTIFICATE

                     100,000 COMMON STOCK PURCHASE WARRANTS

                                                             Teaneck, New Jersey
Warrant Certificate No. SGFC-2                                   January 2, 2001

          THIS IS TO CERTIFY THAT,  for value  received,  Salomon Grey Financial
Corporation or registered assigns (the  "Warrantholder")  permitted by the terms
of this Warrant  Certificate,  is the  registered  owner of the number of Common
Stock  Purchase  Warrants  (each,  a "Warrant")  set forth  above,  each Warrant
entitling   the  owner  thereof  to  purchase  from  Vizacom  Inc.,  a  Delaware
corporation (the "Company"), at any time on or after February 15, 2001 and on or
prior to 5:00 P.M.,  New York City time,  on December 31, 2003 (the  "Expiration
Time"), one duly authorized,  validly issued, fully paid and nonassessable share
(each,  a  "Warrant  Share")  of the  common  stock,  par value  $.001 per share
("Common  Stock"),  of the Company,  at a price of $.50 per share (the "Exercise
Price"), all subject to the terms and conditions contained herein. The number of
Warrants  evidenced  by this  Warrant  Certificate  (and the  number and kind of
securities which may

                                      -1-
<PAGE>




be  purchased upon exercise  hereof) set forth above, and the Exercise Price per
share set forth above, are as of the date hereof.

          As provided  herein,  the  Exercise  Price and the number of shares of
Common Stock or other securities which may be purchased upon the exercise of the
Warrants  evidenced  by this  Warrant  Certificate  are,  upon the  happening of
certain events, subject to modification and adjustment.

          This Warrant  Certificate,  together  with any warrant  certificate(s)
issued in replacement or substitution hereof (as provided for herein) evidencing
all or  part  of the  Warrants  evidenced  hereby,  are  sometimes  collectively
referred to herein as the "Warrant Certificates."

          The rights of the registered holder of this Warrant  Certificate shall
be subject to the following further terms and conditions:

1.   EXERCISE OF WARRANTS.
     --------------------

          (a) The Warrants may be  exercised,  in whole or in part,  on or after
February 15, 2001 and on or prior to the Expiration  Time by  surrendering  this
Warrant Certificate, with the purchase form provided for herein duly executed by
the Warrantholder or by the Warrantholder's duly authorized attorney-in-fact, at
the principal  office of the Company,  presently  located at  Glenpointe  Centre
East, 300 Frank W. Burr Boulevard - 7th Floor,  Teaneck, New Jersey 07666, or at
such other office or agency in the United States as the Company may designate by
notice in writing to the Warrantholder (in either event, the "Company Offices"),
accompanied by payment in full, either in the form of cash, bank cashier's check
or certified  check payable to the order of the Company,  of the Exercise  Price
payable in respect of the  Warrants  being  exercised.  If fewer than all of the
Warrants are  exercised,  the Company  shall,  upon each  exercise  prior to the
Expiration  Time,  execute  and  deliver  to  the  Warrantholder  a new  Warrant
Certificate (dated as of the date hereof) evidencing the balance of the Warrants
that remain exercisable.

          (b) Notwithstanding Section 1(a) above, the Warrants may be exercised,
in whole or in part, on a "cashless"  basis, by stating in the attached exercise
purchase  form  provided  herein  such  intention  and the  maximum  number (the
"Maximum  Number")  of shares  of Common  Stock  the  Warrantholder  desires  to
purchase (and lose the right to purchase) in  consideration  of  cancellation of
Warrants in payment for such exercise.  The number of shares of Common Stock the
Warrantholder  shall  receive  upon such  exercise  shall  equal the  difference
between the Maximum Number and the quotient that is obtained when the product of
the Maximum  Number and the then current  Exercise  Price is divided by the then
current Market Price per share (as hereinafter defined).

          (c)  On the  date  of  exercise  of the  Warrants,  the  Warrantholder
exercising  same  shall be deemed to have  become  the  holder of record for all
purposes of the Warrant Shares to which the exercise relates.

          (d) As soon as  practicable  after the  exercise of all or part of the
Warrants  evidenced by this  Warrant  Certificate,  the Company,  at its expense
(including  the payment by it of

                                      -2-
<PAGE>


any   applicable  issue  taxes),  will  cause  to  be  issued in the name of and
delivered to the  Warrantholder  a certificate  or  certificates  evidencing the
number of duly authorized,  validly issued, fully paid and nonassessable Warrant
Shares to which the Warrantholder shall be entitled upon such exercise.

          (e) No certificates for fractional Warrant Shares shall be issued upon
the exercise of any of the Warrants  but, in lieu  thereof,  the Company  shall,
upon exercise of all the Warrants,  round up any fractional Warrant Share to the
nearest whole share of Common Stock.

2.   ISSUANCE OF COMMON STOCK; RESERVATION OF SHARES.
     -----------------------------------------------

          (a) The Company covenants and agrees that all Warrant Shares which may
be issued upon the exercise of all or part of the Warrants  will,  upon issuance
in  accordance  with  the  terms  hereof,  be  validly  issued,  fully  paid and
nonassessable  and free from all taxes,  liens and charges  with  respect to the
issue thereof.

          (b) The  Company  further  covenants  and agrees that if any shares of
Common Stock to be reserved  for the purpose of the  issuance of Warrant  Shares
upon the exercise of Warrants  require  registration  with,  or approval of, any
governmental  authority under any federal or state law before such shares may be
validly issued or delivered  upon  exercise,  then the Company will promptly use
its best efforts to effect such  registration  or obtain such  approval,  as the
case may be.

3.   ADJUSTMENTS OF EXERCISE  PRICE, NUMBER AND CHARACTER OF WARRANT SHARES, AND
     ---------------------------------------------------------------------------
     NUMBER OF WARRANTS.
     ------------------

          The Exercise  Price and the number and kind of securities  purchasable
upon the exercise of each Warrant  shall be subject to  adjustment  from time to
time upon the happening of the events enumerated in this Section 3.

          (a)  STOCK  DIVIDENDS,  SUBDIVISIONS  AND  COMBINATIONS.  In  case the
Company shall at any time on or before the Expiration Time:

               (i)   pay a dividend in  shares  of  Common  Stock or other stock
     of the  Company or make a  distribution  in shares of Common  Stock or such
     other stock to holders of all its outstanding shares of Common Stock;

               (ii)  subdivide  or  reclassify  the outstanding shares of Common
     Stock into a greater number of shares;

               (iii) combine  the  outstanding  shares  of  Common  Stock into a
     smaller number of shares of Common Stock; or

               (iv)  issue by  reclassification  of  its  shares of Common Stock
     other  securities of the Company  (including any such  reclassification  in
     connection  with a  consolidation  or merger in which  the  Company  is the
     continuing corporation),

                                      -3-
<PAGE>


then the number and kind of Warrant  Shares  purchasable  upon  exercise of each
Warrant  outstanding  immediately  prior  thereto  shall be adjusted so that the
Warrantholder  shall be  entitled  to  receive  the kind and number of shares of
Common Stock or other  securities of the Company which the  Warrantholder  would
have owned or have been  entitled to receive  after the  happening of any of the
events described above had such Warrant been exercised in full immediately prior
to the  earlier of the  happening  of such  event or any record  date in respect
thereto.  In the  event  of any  adjustment  of the  number  of  Warrant  Shares
purchasable upon the exercise of each then outstanding Warrants pursuant to this
Paragraph 3(a), the Exercise Price shall be adjusted to be the amount  resulting
from dividing the number of shares of Common Stock (including  fractional shares
of Common Stock) covered by such Warrant  immediately after such adjustment into
the total amount payable upon exercise of such Warrant in full immediately prior
to such  adjustment.  An adjustment  made pursuant to this  Paragraph 3(a) shall
become effective  immediately after the effective date of such event retroactive
to  the  record  date  for  any  such  event.  Such  adjustment  shall  be  made
successively whenever any event listed above shall occur.

          (b) EXTRAORDINARY  DIVIDENDS. In case the Company shall at any time on
or before the  Expiration  Time fix a record  date for the  issuance  of rights,
options,  or warrants to all holders of its outstanding  shares of Common Stock,
entitling them (for a period  expiring within 45 days after such record date) to
subscribe for or purchase shares of Common Stock (or securities exchangeable for
or convertible into shares of Common Stock) at a price per share of Common Stock
(or having an  exchange  or  conversion  price per share of Common  Stock,  with
respect to a security  exchangeable  for or  convertible  into  shares of Common
Stock)  which is lower than the current  Market  Price per share of Common Stock
(as defined in  Paragraph  3(d) below) on such record  date,  then the  Exercise
Price shall be adjusted by multiplying the Exercise Price in effect  immediately
prior to such record date by a fraction, of which (i) the numerator shall be the
number of shares of Common Stock outstanding on such record date plus the number
of shares of Common Stock which the aggregate offering price of the total number
of shares of Common Stock so to be offered (or the aggregate initial exchange or
conversion price of the exchangeable or convertible securities so to be offered)
would  purchase at such current Market Price and (ii) the  denominator  shall be
the number of shares of Common  Stock  outstanding  on such record date plus the
number of additional  shares of Common Stock to be offered for  subscription  or
purchase (or into which the  exchangeable  or  convertible  securities  so to be
offered are initially exchangeable or convertible). Such adjustment shall become
effective at the close of business on such record date;  however,  to the extent
that shares of Common Stock (or securities  exchangeable for or convertible into
shares of Common Stock) are not delivered  after the  expiration of such rights,
options,  or warrants,  the Exercise  Price shall be  readjusted  (but only with
respect to Warrants exercised after such expiration) to the Exercise Price which
would  then be in effect  had the  adjustments  made upon the  issuance  of such
rights,  options,  or warrants  been made upon the basis of delivery of only the
number of shares of Common Stock (or securities  exchangeable for or convertible
into shares of Common Stock) actually issued. In case any subscription price may
be paid in a  consideration  part or all of which  shall be in a form other than
cash,  the value of such  consideration  shall be as determined in good faith by
the Board of  Directors  of the  Company and shall be  described  in a statement
mailed to the  Warrantholder.  Shares of Common  Stock  owned by or held for the
account of the Company  shall not be deemed  outstanding  for the purpose of any
such computation.

                                      -4-
<PAGE>


          (c) EXTRAORDINARY DISTRIBUTIONS. In case the Company shall at any time
after the original date of issuance of the Warrants distribute to all holders of
its shares of Common Stock (including any such  distribution  made in connection
with  a  consolidation   or  merger  in  which  the  Company  is  the  surviving
corporation)  evidences of its indebtedness or assets  (excluding cash dividends
and  distributions  payable out of consolidated  net income or earned surplus in
accordance with Delaware law and dividends or distributions payable in shares of
stock  described in  Paragraph  3(a) above) or rights,  options,  or warrants or
exchangeable or convertible  securities containing the right to subscribe for or
purchase shares of Common Stock (or securities  exchangeable  for or convertible
into  shares of Common  Stock),  then the  Exercise  Price  shall be adjusted by
multiplying  the Exercise Price in effect  immediately  prior to the record date
for such  distribution  by a fraction,  of which (i) the numerator  shall be the
current Market Price per share of Common Stock (as defined in Paragraph 3(d)) on
such record  date,  less the fair market  value (as  determined  by the Board of
Directors of the Company, whose determination shall be conclusive, and described
in a  notice  to  the  Warrantholders)  of  the  portion  of  the  evidences  of
indebtedness  or assets  so to be  distributed  or of such  rights,  options  or
warrants  applicable to one share of Common Stock and (ii) the denominator shall
be such current Market Price per share of Common Stock. Such adjustment shall be
made whenever any such  distribution is made, and shall become  effective on the
date of distribution retroactive to the record date for such transaction.

          (d) CURRENT MARKET PRICE DEFINED.  For the purpose of any  computation
under  Paragraphs  1(b), 3(b) and/or 3(c), the current Market Price per share of
Common Stock at any date shall be deemed to be the average  daily  Closing Price
of the shares of Common Stock for twenty consecutive  trading days ending within
fifteen days before the date in question. The term "Closing Price" of the shares
of Common  Stock for a day or days shall mean (i) if the shares of Common  Stock
are listed or admitted for trading on a national securities  exchange,  the last
reported  sales price regular way, or, in case no such reported sale takes place
on such day or days,  the average of the  reported  closing bid and asked prices
regular way, in either case on the  principal  national  securities  exchange on
which the shares of the Common Stock are listed or admitted for trading, or (ii)
if the  shares of Common  Stock are not  listed or  admitted  for  trading  on a
national  securities  exchange,  (A) the last  transaction  price for the Common
Stock on The Nasdaq Stock  Market  ("Nasdaq")  or, in the case no such  reported
transaction takes place on such day or days, the average of the reported closing
bid and asked prices  thereof  quoted on Nasdaq,  or (B) if the shares of Common
Stock are not quoted on Nasdaq,  the average of the closing bid and asked prices
of the Common Stock as quoted on the Over-The-Counter  Bulletin Board maintained
by the National Association of Securities Dealers,  Inc. (the "Bulletin Board"),
or (C) if the  shares of  Common  Stock  are not  quoted  on  Nasdaq  nor on the
Bulletin  Board,  the average of the closing bid and asked  prices of the common
stock in the over-the-counter market,  as reported by  Pinksheets.com,  Inc., or
an equivalent  generally  accepted  reporting  service,  or (iii) if on any such
trading  day or days the  shares  of  Common  Stock  are not  quoted by any such
organization, the fair market value of the shares of Common Stock on such day or
days,  as  determined  in good faith by the Board of  Directors  of the Company,
shall be used.

          (e) MINIMUM ADJUSTMENT.  Except as hereinafter provided, no adjustment
of the Exercise Price hereunder  shall be made if such  adjustment  results in a
change of the  Exercise  Price then in effect of less than five cents ($.05) per
share.  Any  adjustment of less than five cents ($.05) per share of any Exercise
Price  shall be carried  forward  and shall be made at the time of and  together

                                      -5-
<PAGE>


with any subsequent adjustment which, together with adjustment or adjustments so
carried forward,  amounts to five cents ($.05) per share or more. However,  upon
exercise  of this  Warrant  Certificate,  the Company  shall make all  necessary
adjustments (to the nearest cent) not theretofore  made to the Exercise Price up
to and  including  the  effective  date upon which this Warrant  Certificate  is
exercised.

          (f)  NOTICE OF  ADJUSTMENTS.  Whenever  the  Exercise  Price  shall be
adjusted  pursuant  to this  Section 3, the  Company  shall  promptly  deliver a
certificate  signed  by the  President  or a  Vice  President  and by the  Chief
Financial  Officer,  Treasurer or an Assistant  Treasurer or the Secretary or an
Assistant  Secretary of the Company,  setting forth, in reasonable  detail,  the
event  requiring the  adjustment,  the amount of the  adjustment,  the method by
which such  adjustment was  calculated  (including a description of the basis on
which the Board of Directors of the Company made any  determination  hereunder),
by first class mail postage prepaid to each Warrantholder.

          (g) CAPITAL  REORGANIZATIONS AND OTHER  RECLASSIFICATIONS.  In case of
any capital  reorganization of the Company,  or of any  reclassification  of the
shares  of  Common  Stock  (other  than  a   reclassification,   subdivision  or
combination of shares of Common Stock referred to in Paragraph 3(a)), or in case
of the  consolidation of the Company with, or the merger of the Company with, or
merger of the Company into, any other corporation (other than a reclassification
of the shares of Common Stock referred to in Paragraph  3(a) or a  consolidation
or  merger  which  does not  result  in any  reclassification  or  change of the
outstanding  shares of Common Stock) or of the sale of the properties and assets
of the Company as, or substantially  as, an entirety to any other corporation or
entity, each Warrant shall, after such capital reorganization,  reclassification
of shares of Common Stock, consolidation,  merger, or sale, be exercisable, upon
the terms and conditions  specified in this Warrant  Certificate,  for the kind,
amount  and  number of shares or other  securities,  assets,  or cash to which a
holder of the number of shares of Common Stock  purchasable (at the time of such
capital   reorganization,   reclassification   of  shares   of   Common   Stock,
consolidation,  merger or sale) upon  exercise of such  Warrant  would have been
entitled to receive upon such capital reorganization, reclassification of shares
of Common  Stock,  consolidation,  merger,  or sale;  and in any such  case,  if
necessary, the provisions set forth in this Section 3 with respect to the rights
and interests thereafter of the Warrantholder shall be appropriately adjusted so
as to be applicable,  as nearly  equivalent as possible,  to any shares or other
securities,  assets,  or cash  thereafter  deliverable  on the  exercise  of the
Warrants. The Company shall not effect any such consolidation,  merger, or sale,
unless prior to or  simultaneously  with the consummation  thereof the successor
corporation  or  entity  (if  other  than  the  Company)   resulting  from  such
consolidation  or merger or the corporation or entity  purchasing such assets or
other appropriate corporation or entity shall assume, by written instrument, the
obligation to deliver to the Warrantholder such shares,  securities,  assets, or
cash as, in  accordance  with the  foregoing  provisions,  such  holders  may be
entitled to purchase and the other  obligations  hereunder.  The  subdivision or
combination of shares of Common Stock at any time  outstanding into a greater or
lesser  number of shares  shall  not be deemed to be a  reclassification  of the
shares of Common Stock for purposes of this Paragraph 3(e).

          (h) ADJUSTMENTS TO OTHER SECURITIES. In the event that at any time, as
a result of an  adjustment  made  pursuant to this Section 3, the  Warrantholder
shall become  entitled to purchase any shares or securities of the Company other
than the shares of Common Stock,  thereafter  the

                                      -6-
<PAGE>


number  of  such  other  shares  or securities so  purchasable  upon exercise of
each  Warrant  and the  exercise  price for such shares or  securities  shall be
subject  to  adjustment  from  time to time in a manner  and on terms as  nearly
equivalent  as possible to the  provisions  with respect to the shares of Common
Stock contained in Paragraphs 3(a) through (e), inclusive.

          (i)   DEFERRAL   OF   ISSUANCE   OF   ADDITIONAL   SHARES  IN  CERTAIN
CIRCUMSTANCES.  In any  case in  which  this  Section  3 shall  require  that an
adjustment  in the  Exercise  Price be made  effective as of a record date for a
specified  event,  the Company may elect to defer until the  occurrence  of such
event issuing to the  Warrantholder  exercised after such record date the shares
of Common Stock, if any,  issuable upon such exercise over and above the Warrant
Shares,  if any,  issuable upon such exercise on the basis of the Exercise Price
in effect prior to such adjustment;  provided,  however,  that the Company shall
deliver as soon as  practicable  to such holder a due bill or other  appropriate
instrument  provided by the Company  evidencing  such holder's  right to receive
such  additional  shares  of  Common  Stock  upon the  occurrence  of the  event
requiring such adjustment.

4.   DEFINITION OF COMMON STOCK.
     --------------------------

          The Common Stock  issuable upon exercise of the Warrants  shall be the
Common Stock as constituted  on the date hereof except as otherwise  provided in
Section 3.

5.   REPLACEMENT OF SECURITIES.
     -------------------------

          If this  Warrant  Certificate  shall be  lost,  stolen,  mutilated  or
destroyed,  the Company shall, on such terms as to indemnity or otherwise as the
Company may in its discretion reasonably impose, issue a new certificate of like
tenor or date  representing  in the  aggregate  the right to  subscribe  for and
purchase  the number of shares of Common Stock which may be  subscribed  for and
purchased  hereunder.  Any such new  certificate  shall  constitute  an original
contractual  obligation  of the  Company,  whether  or not the  allegedly  lost,
stolen,  mutilated  or  destroyed  Warrant  Certificate  shall  be at  any  time
enforceable by anyone.

6.   REGISTRATION.
     ------------

          This Warrant  Certificate,  as well as all other warrant  certificates
representing  Warrants  shall be numbered and shall be  registered in a register
(the "Warrant  Register")  maintained at the Company Offices as they are issued.
The Warrant  Register shall list the name,  address and Social Security or other
Federal Identification Number, if any, of all Warrantholders.  The Company shall
be entitled to treat the  Warrantholder  as set forth in the Warrant Register as
the owner in fact of the  Warrants  as set forth  therein for all  purposes  and
shall not be bound to recognize  any  equitable or other claim to or interest in
such Warrants on the part of any other  person,  and shall not be liable for any
registration  of transfer of Warrants that are registered or to be registered in
the name of a  fiduciary  or the  nominee of a  fiduciary  unless  made with the
actual  knowledge that a fiduciary or nominee is committing a breach of trust in
requesting such  registration of transfer,  or with such knowledge of such facts
that its participation therein amounts to bad faith.

                                      -7-
<PAGE>


7.   TRANSFER.
     --------

     NEITHER THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE SHARES
OF COMMON STOCK OR ANY OTHER SECURITIES  ISSUABLE UPON EXERCISE OF SUCH WARRANTS
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH WARRANTS
HAVE BEEN  ACQUIRED,  AND ANY  SHARES OF  COMMON  STOCK OR ANY OTHER  SECURITIES
ISSUABLE  UPON  EXERCISE  OF SUCH  WARRANTS  ARE  REQUIRED TO BE  ACQUIRED,  FOR
INVESTMENT  PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE,  AND MAY NOT
BE SOLD,  ASSIGNED,  PLEDGED,  HYPOTHECATED OR OTHERWISE  TRANSFERRED WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES OR OTHER
SECURITIES  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND APPLICABLE  STATE
SECURITIES  LAWS OR AN  OPINION OF  COUNSEL  SATISFACTORY  TO THE ISSUER OF SUCH
WARRANTS AND SUCH SHARES OR OTHER SECURITIES TO THE EFFECT THAT  REGISTRATION IS
NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS.

8.   EXCHANGE OF WARRANT CERTIFICATES.
     --------------------------------

          This Warrant  Certificate may be exchanged for another  certificate or
certificates  entitling the  Warrantholder  thereof to purchase a like aggregate
number of Warrant Shares as this Warrant Certificate entitles such Warrantholder
to purchase.  A Warrantholder  desiring to so exchange this Warrant  Certificate
shall make such request in writing delivered to the Company, and shall surrender
this Warrant  Certificate  therewith.  Thereupon,  the Company shall execute and
deliver to the person entitled thereto a new certificate or certificates, as the
case may be, as so requested.

9.   NOTICES.
     -------

          All notices and other communications hereunder shall be in writing and
shall be  deemed  given  when  delivered  in  person,  against  written  receipt
therefor, or two days after being sent, by registered or certified mail, postage
prepaid, return receipt requested, and, if to the Warrantholder, at such address
as is shown on the Warrant  Register or as may otherwise may have been furnished
to the Company in writing in accordance with this Section 9 by the Warrantholder
and,  if to the  Company,  at the Company  Offices or such other  address as the
Company shall give notice thereof to the  Warrantholder  in accordance with this
Section 9.

10.  MISCELLANEOUS.
     -------------

          This Warrant  Certificate and any term hereof may be changed,  waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.  This  certificate  is deemed to have been delivered in the State of New
York and shall be construed and enforced in accordance  with and governed by the
laws of such State,  without  regard to its  conflicts of laws  principles.  The
headings in this Warrant  Certificate  are for purposes of reference  only,  and
shall not limit or otherwise affect any of the terms hereof.

                                      -8-
<PAGE>


11.  EXPIRATION.
     ----------

          Unless as hereinafter  provided,  the right to exercise these Warrants
shall expire at the Expiration Time.


Dated: January 2, 2001



                                                      VIZACOM INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                      -9-

<PAGE>


                                  EXERCISE FORM



                                                Dated:               ,
                                                      ---------------  ----


TO: VIZACOM INC.:

Complete if paying Exercise Price in cash or by check
-----------------------------------------------------

          The  undersigned  hereby  irrevocably  elects to  exercise  the within
Warrant, to the extent of purchasing  _________________  shares of Common Stock,
and hereby makes  payment of  $_____________  in payment of the actual  Exercise
Price thereof.


Complete if paying Exercise Price through cashless exercise
-----------------------------------------------------------

          The  undersigned  hereby  irrevocably  elects to  exercise  the within
Warrant,  and  elects  to pay the  Exercise  Price by means of  cancellation  of
Warrants.  The Maximum Number of shares of Common Stock the undersigned  desires
to purchase (and lose the right to purchase) is         .
                                                --------


                               ------------------


                     INSTRUCTIONS FOR REGISTRATION OF STOCK

                 Name:
                       ---------------------------------------------------------
                              (Please type or print in block letters)
             Taxpayer
       Identification
               Number:
                      ----------------------------------------------------------


              Address:
                      ----------------------------------------------------------

                      ----------------------------------------------------------

                      ----------------------------------------------------------


                               ------------------


            Signature:
                      ----------------------------------------------------------
                       (Signature  must conform in all respects to the name of
                        the  Warrantholder  as set forth on the face of this
                                       Warrant Certificate.)

                                      -10-

<PAGE>


                                 ASSIGNMENT FORM


                     FOR VALUE RECEIVED,
                                         ---------------------------------------
                                         (Please type or print in block letters)

hereby sells, assigns and transfers unto:

                 Name:
                       ---------------------------------------------------------
                              (Please type or print in block letters)
             Taxpayer
       Identification
               Number:
                      ----------------------------------------------------------


              Address:
                      ----------------------------------------------------------

                      ----------------------------------------------------------

                      ----------------------------------------------------------

this  Warrant   Certificate  and  the  Warrants   represented  by  this  Warrant
Certificate  to  the  extent  of  ________________   Warrants  and  does  hereby
irrevocably constitute and appoint ___________________________ Attorney-in-Fact,
to transfer the same on the books of the Company with full power of substitution
in the premises.

           Dated:
                  ---------------------------


       Signature:
                  --------------------------------------------------------------
                   (Signature must conform in all respects to the name of the
                    Warrantholder  as set forth on the face of this Warrant
                                        Certificate.)


                                      -11-
<PAGE>
                                   Exhibit C
                                   ---------

          NEITHER THE WARRANTS  REPRESENTED BY THIS WARRANT CERTIFICATE
          NOR  THE  SHARES  OF  COMMON  STOCK  OR  ANY OTHER SECURITIES
          ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAVE BEEN  REGISTERED
          UNDER THE SECURITIES  ACT OF 1933, AS AMENDED.  SUCH WARRANTS
          HAVE  BEEN  ACQUIRED,  AND  ANY SHARES OF COMMON STOCK OR ANY
          OTHER SECURITIES  ISSUABLE  UPON  EXERCISE  OF SUCH  WARRANTS
          ARE  REQUIRED TO BE  ACQUIRED,  FOR  INVESTMENT  PURPOSES AND
          NOT WITH A VIEW TO DISTRIBUTION OR RESALE,  AND  MAY  NOT  BE
          SOLD,    ASSIGNED,   PLEDGED,   HYPOTHECATED   OR   OTHERWISE
          TRANSFERRED  WITHOUT AN EFFECTIVE  REGISTRATION STATEMENT FOR
          SUCH WARRANTS  AND/OR SUCH SHARES OR OTHER  SECURITIES  UNDER
          THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE  STATE
          SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY  TO THE
          ISSUER  OF  SUCH WARRANTS AND SUCH SHARES OR OTHER SECURITIES
          TO THE EFFECT THAT  REGISTRATION  IS  NOT REQUIRED UNDER SUCH
          ACT AND SUCH STATE SECURITIES LAWS.

          THE  WARRANTS  REPRESENTED  BY THIS WARRANT  CERTIFICATE  ARE
          SUBJECT  TO  THE TERMS OF AN ESCROW  AGREEMENT  DATED  AS  OF
          JANUARY 2, 2001  AMONG  THE  COMPANY,  SALOMON GREY FINANCIAL
          CORPORATION AND KAUFMAN & MOOMJIAN, LLC, AS ESCROW AGENT

                    VOID AFTER 5:00 P.M. ON DECEMBER 31, 2003

                                  VIZACOM INC.
                               WARRANT CERTIFICATE

                     100,000 COMMON STOCK PURCHASE WARRANTS

                                                             Teaneck, New Jersey
Warrant Certificate No. SGFC-3                                   January 2, 2001

          THIS IS TO CERTIFY THAT,  for value  received,  Salomon Grey Financial
Corporation or registered assigns (the  "Warrantholder")  permitted by the terms
of this Warrant  Certificate,  is the  registered  owner of the number of Common
Stock  Purchase  Warrants  (each,  a "Warrant")  set forth  above,  each Warrant
entitling   the  owner  thereof  to  purchase  from  Vizacom  Inc.,  a  Delaware
corporation  (the  "Company"),  at any time on or after June 30,  2001 and on or
prior to 5:00 P.M.,  New York City time,  on December 31, 2003 (the  "Expiration
Time"), one duly authorized,  validly issued, fully paid and nonassessable share
(each,  a  "Warrant  Share")  of the  common  stock,  par value  $.001 per share
("Common Stock"),  of the Company,  at a price of $1.00 per share (the "Exercise
Price"), all subject to the terms and conditions contained herein. The number of
Warrants  evidenced  by this  Warrant  Certificate  (and the  number and kind of
securities

                                      -1-
<PAGE>

which  may  be  purchased  upon  exercise  hereof)  set  forth  above,  and  the
Exercise Price per share set forth above, are as of the date hereof.

          As provided  herein,  the  Exercise  Price and the number of shares of
Common Stock or other securities which may be purchased upon the exercise of the
Warrants  evidenced  by this  Warrant  Certificate  are,  upon the  happening of
certain events, subject to modification and adjustment.

          This Warrant  Certificate,  together  with any warrant  certificate(s)
issued in replacement or substitution hereof (as provided for herein) evidencing
all or  part  of the  Warrants  evidenced  hereby,  are  sometimes  collectively
referred to herein as the "Warrant Certificates."

          The rights of the registered holder of this Warrant  Certificate shall
be subject to the following further terms and conditions:

1.   EXERCISE OF WARRANTS.
     --------------------

          (a) The Warrants may be  exercised,  in whole or in part,  on or after
June  30,  2001  and on or prior to the  Expiration  Time by  surrendering  this
Warrant Certificate, with the purchase form provided for herein duly executed by
the Warrantholder or by the Warrantholder's duly authorized attorney-in-fact, at
the principal  office of the Company,  presently  located at  Glenpointe  Centre
East, 300 Frank W. Burr Boulevard - 7th Floor,  Teaneck, New Jersey 07666, or at
such other office or agency in the United States as the Company may designate by
notice in writing to the Warrantholder (in either event, the "Company Offices"),
accompanied by payment in full, either in the form of cash, bank cashier's check
or certified  check payable to the order of the Company,  of the Exercise  Price
payable in respect of the  Warrants  being  exercised.  If fewer than all of the
Warrants are  exercised,  the Company  shall,  upon each  exercise  prior to the
Expiration  Time,  execute  and  deliver  to  the  Warrantholder  a new  Warrant
Certificate (dated as of the date hereof) evidencing the balance of the Warrants
that remain exercisable.

          (b)  On the  date  of  exercise  of the  Warrants,  the  Warrantholder
exercising  same  shall be deemed to have  become  the  holder of record for all
purposes of the Warrant Shares to which the exercise relates.

          (c) As soon as  practicable  after the  exercise of all or part of the
Warrants  evidenced by this  Warrant  Certificate,  the Company,  at its expense
(including  the payment by it of any applicable  issue taxes),  will cause to be
issued  in the name of and  delivered  to the  Warrantholder  a  certificate  or
certificates  evidencing the number of duly  authorized,  validly issued,  fully
paid and  nonassessable  Warrant  Shares  to which  the  Warrantholder  shall be
entitled upon such exercise.

          (d) No certificates for fractional Warrant Shares shall be issued upon
the exercise of any of the Warrants  but, in lieu  thereof,  the Company  shall,
upon exercise of all the Warrants,  round up any fractional Warrant Share to the
nearest whole share of Common Stock.

                                      -2-
<PAGE>


2.   ISSUANCE OF COMMON STOCK; RESERVATION OF SHARES.
     -----------------------------------------------

          (a) The Company covenants and agrees that all Warrant Shares which may
be issued upon the exercise of all or part of the Warrants  will,  upon issuance
in  accordance  with  the  terms  hereof,  be  validly  issued,  fully  paid and
nonassessable  and free from all taxes,  liens and charges  with  respect to the
issue thereof.

          (b) The  Company  further  covenants  and agrees that if any shares of
Common Stock to be reserved  for the purpose of the  issuance of Warrant  Shares
upon the exercise of Warrants  require  registration  with,  or approval of, any
governmental  authority under any federal or state law before such shares may be
validly issued or delivered  upon  exercise,  then the Company will promptly use
its best efforts to effect such  registration  or obtain such  approval,  as the
case may be.

3.   ADJUSTMENTS OF EXERCISE PRICE, NUMBER AND CHARACTER OF WARRANT SHARES,  AND
     ---------------------------------------------------------------------------
     NUMBER OF WARRANTS.
     ------------------

          The Exercise  Price and the number and kind of securities  purchasable
upon the exercise of each Warrant  shall be subject to  adjustment  from time to
time upon the happening of the events enumerated in this Section 3.

          (a)  STOCK  DIVIDENDS,  SUBDIVISIONS  A ND COMBINATIONS.  In  case the
Company shall at any time on or before the Expiration Time:

              (i)   pay  a  dividend  in  shares of Common  Stock or other stock
     of the  Company or make a  distribution  in shares of Common  Stock or such
     other stock to holders of all its outstanding shares of Common Stock;

              (ii)  subdivide or  reclassify  the  outstanding  shares of Common
     Stock into a greater number of shares;

              (iii) combine  the  outstanding  shares  of  Common  Stock  into a
     smaller number of shares of Common Stock; or

              (iv)  issue  by  reclassification  of  its  shares of Common Stock
     other  securities of the Company  (including any such  reclassification  in
     connection  with a  consolidation  or merger in which  the  Company  is the
     continuing corporation),

then the number and kind of Warrant  Shares  purchasable  upon  exercise of each
Warrant  outstanding  immediately  prior  thereto  shall be adjusted so that the
Warrantholder  shall be  entitled  to  receive  the kind and number of shares of
Common Stock or other  securities of the Company which the  Warrantholder  would
have owned or have been  entitled to receive  after the  happening of any of the
events described above had such Warrant been exercised in full immediately prior
to the  earlier of the  happening  of such  event or any record  date in respect
thereto.  In the  event  of any  adjustment  of the  number  of  Warrant  Shares
purchasable upon the exercise of each then outstanding Warrants pursuant to this
Paragraph 3(a), the Exercise Price shall be adjusted to be the amount  resulting
from

                                      -3-
<PAGE>


dividing  the  number  of  shares  of Common Stock (including  fractional shares
of Common Stock) covered by such Warrant  immediately after such adjustment into
the total amount payable upon exercise of such Warrant in full immediately prior
to such  adjustment.  An adjustment  made pursuant to this  Paragraph 3(a) shall
become effective  immediately after the effective date of such event retroactive
to  the  record  date  for  any  such  event.  Such  adjustment  shall  be  made
successively whenever any event listed above shall occur.

          (b) EXTRAORDINARY  DIVIDENDS. In case the Company shall at any time on
or before the  Expiration  Time fix a record  date for the  issuance  of rights,
options,  or warrants to all holders of its outstanding  shares of Common Stock,
entitling them (for a period  expiring within 45 days after such record date) to
subscribe for or purchase shares of Common Stock (or securities exchangeable for
or convertible into shares of Common Stock) at a price per share of Common Stock
(or having an  exchange  or  conversion  price per share of Common  Stock,  with
respect to a security  exchangeable  for or  convertible  into  shares of Common
Stock)  which is lower than the current  Market  Price per share of Common Stock
(as defined in  Paragraph  3(d) below) on such record  date,  then the  Exercise
Price shall be adjusted by multiplying the Exercise Price in effect  immediately
prior to such record date by a fraction, of which (i) the numerator shall be the
number of shares of Common Stock outstanding on such record date plus the number
of shares of Common Stock which the aggregate offering price of the total number
of shares of Common Stock so to be offered (or the aggregate initial exchange or
conversion price of the exchangeable or convertible securities so to be offered)
would  purchase at such current Market Price and (ii) the  denominator  shall be
the number of shares of Common  Stock  outstanding  on such record date plus the
number of additional  shares of Common Stock to be offered for  subscription  or
purchase (or into which the  exchangeable  or  convertible  securities  so to be
offered are initially exchangeable or convertible). Such adjustment shall become
effective at the close of business on such record date;  however,  to the extent
that shares of Common Stock (or securities  exchangeable for or convertible into
shares of Common Stock) are not delivered  after the  expiration of such rights,
options,  or warrants,  the Exercise  Price shall be  readjusted  (but only with
respect to Warrants exercised after such expiration) to the Exercise Price which
would  then be in effect  had the  adjustments  made upon the  issuance  of such
rights,  options,  or warrants  been made upon the basis of delivery of only the
number of shares of Common Stock (or securities  exchangeable for or convertible
into shares of Common Stock) actually issued. In case any subscription price may
be paid in a  consideration  part or all of which  shall be in a form other than
cash,  the value of such  consideration  shall be as determined in good faith by
the Board of  Directors  of the  Company and shall be  described  in a statement
mailed to the  Warrantholder.  Shares of Common  Stock  owned by or held for the
account of the Company  shall not be deemed  outstanding  for the purpose of any
such computation.

          (c) EXTRAORDINARY DISTRIBUTIONS. In case the Company shall at any time
after the original date of issuance of the Warrants distribute to all holders of
its shares of Common Stock (including any such  distribution  made in connection
with  a  consolidation   or  merger  in  which  the  Company  is  the  surviving
corporation)  evidences of its indebtedness or assets  (excluding cash dividends
and  distributions  payable out of consolidated  net income or earned surplus in
accordance with Delaware law and dividends or distributions payable in shares of
stock  described in  Paragraph  3(a) above) or rights,  options,  or warrants or
exchangeable or convertible  securities containing the right to subscribe for or
purchase shares of Common Stock (or securities  exchangeable  for or

                                      -4-
<PAGE>


convertible  into  shares  of  Common Stock),  then  the Exercise Price shall be
adjusted by multiplying  the Exercise Price in effect  immediately  prior to the
record  date for such  distribution  by a fraction,  of which (i) the  numerator
shall be the  current  Market  Price per share of Common  Stock (as  defined  in
Paragraph  3(d)) on such record date,  less the fair market value (as determined
by the  Board  of  Directors  of  the  Company,  whose  determination  shall  be
conclusive,  and described in a notice to the  Warrantholders) of the portion of
the evidences of  indebtedness or assets so to be distributed or of such rights,
options  or  warrants  applicable  to one  share of  Common  Stock  and (ii) the
denominator  shall be such current Market Price per share of Common Stock.  Such
adjustment  shall be made  whenever  any such  distribution  is made,  and shall
become effective on the date of distribution  retroactive to the record date for
such transaction.

          (d) CURRENT MARKET PRICE DEFINED.  For the purpose of any  computation
under  Paragraphs 3(b) and/or 3(c), the current Market Price per share of Common
Stock at any date shall be deemed to be the average  daily  Closing Price of the
shares of Common Stock for twenty consecutive trading days ending within fifteen
days  before the date in  question.  The term  "Closing  Price" of the shares of
Common  Stock for a day or days shall mean (i) if the shares of Common Stock are
listed or  admitted  for  trading on a national  securities  exchange,  the last
reported  sales price regular way, or, in case no such reported sale takes place
on such day or days,  the average of the  reported  closing bid and asked prices
regular way, in either case on the  principal  national  securities  exchange on
which the shares of the Common Stock are listed or admitted for trading, or (ii)
if the  shares of Common  Stock are not  listed or  admitted  for  trading  on a
national  securities  exchange,  (A) the last  transaction  price for the Common
Stock on The Nasdaq Stock  Market  ("Nasdaq")  or, in the case no such  reported
transaction takes place on such day or days, the average of the reported closing
bid and asked prices  thereof  quoted on Nasdaq,  or (B) if the shares of Common
Stock are not quoted on Nasdaq,  the average of the closing bid and asked prices
of the Common Stock as quoted on the Over-The-Counter  Bulletin Board maintained
by the National Association of Securities Dealers,  Inc. (the "Bulletin Board"),
or (C) if the  shares of  Common  Stock  are not  quoted  on  Nasdaq  nor on the
Bulletin  Board,  the average of the closing bid and asked  prices of the common
stock in the over-the-counter market, as reported by  Pinksheets.com,  Inc., or
an equivalent  generally  accepted  reporting  service,  or (iii) if on any such
trading  day or days the  shares  of  Common  Stock  are not  quoted by any such
organization, the fair market value of the shares of Common Stock on such day or
days,  as  determined  in good faith by the Board of  Directors  of the Company,
shall be used.

          (e) MINIMUM ADJUSTMENT.  Except as hereinafter provided, no adjustment
of the Exercise Price hereunder  shall be made if such  adjustment  results in a
change of the  Exercise  Price then in effect of less than five cents ($.05) per
share.  Any  adjustment of less than five cents ($.05) per share of any Exercise
Price  shall be carried  forward  and shall be made at the time of and  together
with any subsequent adjustment which, together with adjustment or adjustments so
carried forward,  amounts to five cents ($.05) per share or more. However,  upon
exercise  of this  Warrant  Certificate,  the Company  shall make all  necessary
adjustments (to the nearest cent) not theretofore  made to the Exercise Price up
to and  including  the  effective  date upon which this Warrant  Certificate  is
exercised.

          (f)  NOTICE OF  ADJUSTMENTS.  Whenever  the  Exercise  Price  shall be
adjusted  pursuant  to this  Section 3, the  Company  shall  promptly  deliver a
certificate  signed  by the  President

                                      -5-
<PAGE>


or  a  Vice  President  and  by  the Chief  Financial  Officer,  Treasurer or an
Assistant  Treasurer or the Secretary or an Assistant  Secretary of the Company,
setting forth, in reasonable  detail,  the event  requiring the adjustment,  the
amount of the  adjustment,  the method by which such  adjustment  was calculated
(including  a  description  of the basis on which the Board of  Directors of the
Company made any determination  hereunder),  by first class mail postage prepaid
to each Warrantholder.

          (g) CAPITAL  REORGANIZATIONS AND OTHER  RECLASSIFICATIONS.  In case of
any capital  reorganization of the Company,  or of any  reclassification  of the
shares  of  Common  Stock  (other  than  a   reclassification,   subdivision  or
combination of shares of Common Stock referred to in Paragraph 3(a)), or in case
of the  consolidation of the Company with, or the merger of the Company with, or
merger of the Company into, any other corporation (other than a reclassification
of the shares of Common Stock referred to in Paragraph  3(a) or a  consolidation
or  merger  which  does not  result  in any  reclassification  or  change of the
outstanding  shares of Common Stock) or of the sale of the properties and assets
of the Company as, or substantially  as, an entirety to any other corporation or
entity, each Warrant shall, after such capital reorganization,  reclassification
of shares of Common Stock, consolidation,  merger, or sale, be exercisable, upon
the terms and conditions  specified in this Warrant  Certificate,  for the kind,
amount  and  number of shares or other  securities,  assets,  or cash to which a
holder of the number of shares of Common Stock  purchasable (at the time of such
capital   reorganization,   reclassification   of  shares   of   Common   Stock,
consolidation,  merger or sale) upon  exercise of such  Warrant  would have been
entitled to receive upon such capital reorganization, reclassification of shares
of Common  Stock,  consolidation,  merger,  or sale;  and in any such  case,  if
necessary, the provisions set forth in this Section 3 with respect to the rights
and interests thereafter of the Warrantholder shall be appropriately adjusted so
as to be applicable,  as nearly  equivalent as possible,  to any shares or other
securities,  assets,  or cash  thereafter  deliverable  on the  exercise  of the
Warrants. The Company shall not effect any such consolidation,  merger, or sale,
unless prior to or  simultaneously  with the consummation  thereof the successor
corporation  or  entity  (if  other  than  the  Company)   resulting  from  such
consolidation  or merger or the corporation or entity  purchasing such assets or
other appropriate corporation or entity shall assume, by written instrument, the
obligation to deliver to the Warrantholder such shares,  securities,  assets, or
cash as, in  accordance  with the  foregoing  provisions,  such  holders  may be
entitled to purchase and the other  obligations  hereunder.  The  subdivision or
combination of shares of Common Stock at any time  outstanding into a greater or
lesser  number of shares  shall  not be deemed to be a  reclassification  of the
shares of Common Stock for purposes of this Paragraph 3(e).

          (h) ADJUSTMENTS TO OTHER SECURITIES. In the event that at any time, as
a result of an  adjustment  made  pursuant to this Section 3, the  Warrantholder
shall become  entitled to purchase any shares or securities of the Company other
than the shares of Common Stock,  thereafter  the number of such other shares or
securities so  purchasable  upon exercise of each Warrant and the exercise price
for such shares or securities  shall be subject to adjustment  from time to time
in a manner and on terms as nearly equivalent as possible to the provisions with
respect to the shares of Common Stock  contained in Paragraphs 3(a) through (e),
inclusive.

          (i)   DEFERRAL   OF   ISSUANCE   OF   ADDITIONAL   SHARES  IN  CERTAIN
CIRCUMSTANCES.  In any  case in  which  this  Section  3 shall  require  that an
adjustment  in the  Exercise  Price be made  effective as of a record date for a
specified  event,  the Company may elect to defer until the  occurrence  of such

                                      -6-
<PAGE>

event issuing to the  Warrantholder  exercised after such record date the shares
of Common Stock, if any,  issuable upon such exercise over and above the Warrant
Shares,  if any,  issuable upon such exercise on the basis of the Exercise Price
in effect prior to such adjustment;  provided,  however,  that the Company shall
deliver as soon as  practicable  to such holder a due bill or other  appropriate
instrument  provided by the Company  evidencing  such holder's  right to receive
such  additional  shares  of  Common  Stock  upon the  occurrence  of the  event
requiring such adjustment.

4.   DEFINITION OF COMMON STOCK.
     --------------------------

          The Common Stock  issuable upon exercise of the Warrants  shall be the
Common Stock as constituted  on the date hereof except as otherwise  provided in
Section 3.

5.   REPLACEMENT OF SECURITIES.
     -------------------------

          If this  Warrant  Certificate  shall be  lost,  stolen,  mutilated  or
destroyed,  the Company shall, on such terms as to indemnity or otherwise as the
Company may in its discretion reasonably impose, issue a new certificate of like
tenor or date  representing  in the  aggregate  the right to  subscribe  for and
purchase  the number of shares of Common Stock which may be  subscribed  for and
purchased  hereunder.  Any such new  certificate  shall  constitute  an original
contractual  obligation  of the  Company,  whether  or not the  allegedly  lost,
stolen,  mutilated  or  destroyed  Warrant  Certificate  shall  be at  any  time
enforceable by anyone.

6.   REGISTRATION.
     ------------

          This Warrant  Certificate,  as well as all other warrant  certificates
representing  Warrants  shall be numbered and shall be  registered in a register
(the "Warrant  Register")  maintained at the Company Offices as they are issued.
The Warrant  Register shall list the name,  address and Social Security or other
Federal Identification Number, if any, of all Warrantholders.  The Company shall
be entitled to treat the  Warrantholder  as set forth in the Warrant Register as
the owner in fact of the  Warrants  as set forth  therein for all  purposes  and
shall not be bound to recognize  any  equitable or other claim to or interest in
such Warrants on the part of any other  person,  and shall not be liable for any
registration  of transfer of Warrants that are registered or to be registered in
the name of a  fiduciary  or the  nominee of a  fiduciary  unless  made with the
actual  knowledge that a fiduciary or nominee is committing a breach of trust in
requesting such  registration of transfer,  or with such knowledge of such facts
that its participation therein amounts to bad faith.

7.   TRANSFER.
     --------

     NEITHER THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE SHARES
OF COMMON STOCK OR ANY OTHER SECURITIES  ISSUABLE UPON EXERCISE OF SUCH WARRANTS
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH WARRANTS
HAVE BEEN  ACQUIRED,  AND ANY  SHARES OF  COMMON  STOCK OR ANY OTHER  SECURITIES
ISSUABLE  UPON  EXERCISE  OF SUCH  WARRANTS  ARE  REQUIRED TO BE  ACQUIRED,  FOR
INVESTMENT  PURPOSES AND NOT WITH A

                                      -7-
<PAGE>



VIEW  TO  DISTRIBUTION   OR  RESALE,  AND  MAY NOT BE SOLD,  ASSIGNED,  PLEDGED,
HYPOTHECATED  OR  OTHERWISE   TRANSFERRED  WITHOUT  AN  EFFECTIVE   REGISTRATION
STATEMENT FOR SUCH  WARRANTS  AND/OR SUCH SHARES OR OTHER  SECURITIES  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  AND APPLICABLE  STATE SECURITIES LAWS OR AN
OPINION OF COUNSEL  SATISFACTORY  TO THE ISSUER OF SUCH WARRANTS AND SUCH SHARES
OR OTHER  SECURITIES TO THE EFFECT THAT  REGISTRATION IS NOT REQUIRED UNDER SUCH
ACT AND SUCH STATE SECURITIES LAWS.

8.   EXCHANGE OF WARRANT CERTIFICATES.
     --------------------------------

          This Warrant  Certificate may be exchanged for another  certificate or
certificates  entitling the  Warrantholder  thereof to purchase a like aggregate
number of Warrant Shares as this Warrant Certificate entitles such Warrantholder
to purchase.  A Warrantholder  desiring to so exchange this Warrant  Certificate
shall make such request in writing delivered to the Company, and shall surrender
this Warrant  Certificate  therewith.  Thereupon,  the Company shall execute and
deliver to the person entitled thereto a new certificate or certificates, as the
case may be, as so requested.

9.   NOTICES.
     -------

          All notices and other communications hereunder shall be in writing and
shall be  deemed  given  when  delivered  in  person,  against  written  receipt
therefor, or two days after being sent, by registered or certified mail, postage
prepaid, return receipt requested, and, if to the Warrantholder, at such address
as is shown on the Warrant  Register or as may otherwise may have been furnished
to the Company in writing in accordance with this Section 9 by the Warrantholder
and,  if to the  Company,  at the Company  Offices or such other  address as the
Company shall give notice thereof to the  Warrantholder  in accordance with this
Section 9.

10.  MISCELLANEOUS.
     -------------

          This Warrant  Certificate and any term hereof may be changed,  waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.  This  certificate  is deemed to have been delivered in the State of New
York and shall be construed and enforced in accordance  with and governed by the
laws of such State,  without  regard to its  conflicts of laws  principles.  The
headings in this Warrant  Certificate  are for purposes of reference  only,  and
shall not limit or otherwise affect any of the terms hereof.

                                      -8-
<PAGE>



11.  EXPIRATION.
     ----------

          Unless as hereinafter  provided,  the right to exercise these Warrants
shall expire at the Expiration Time.


Dated: January 2, 2001



                                                       VIZACOM INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                      -9-
<PAGE>




                                  EXERCISE FORM



                                                Dated:               ,
                                                      ---------------  ----


TO: VIZACOM INC.:

Complete if paying Exercise Price in cash or by check
-----------------------------------------------------

          The  undersigned  hereby  irrevocably  elects to  exercise  the within
Warrant, to the extent of purchasing  _________________  shares of Common Stock,
and hereby makes  payment of  $_____________  in payment of the actual  Exercise
Price thereof.


Complete if paying Exercise Price through cashless exercise
-----------------------------------------------------------

          The  undersigned  hereby  irrevocably  elects to  exercise  the within
Warrant,  and  elects  to pay the  Exercise  Price by means of  cancellation  of
Warrants.  The Maximum Number of shares of Common Stock the undersigned  desires
to purchase (and lose the right to purchase) is         .
                                                --------


                               ------------------


                     INSTRUCTIONS FOR REGISTRATION OF STOCK

                 Name:
                       ---------------------------------------------------------
                              (Please type or print in block letters)
             Taxpayer
       Identification
               Number:
                      ----------------------------------------------------------


              Address:
                      ----------------------------------------------------------

                      ----------------------------------------------------------

                      ----------------------------------------------------------


                               ------------------


            Signature:
                      ----------------------------------------------------------
                       (Signature  must conform in all respects to the name of
                        the  Warrantholder  as set forth on the face of this
                                       Warrant Certificate.)

                                      -10-

<PAGE>


                                 ASSIGNMENT FORM


                     FOR VALUE RECEIVED,
                                         ---------------------------------------
                                         (Please type or print in block letters)

hereby sells, assigns and transfers unto:

                 Name:
                       ---------------------------------------------------------
                              (Please type or print in block letters)
             Taxpayer
       Identification
               Number:
                      ----------------------------------------------------------


              Address:
                      ----------------------------------------------------------

                      ----------------------------------------------------------

                      ----------------------------------------------------------

this  Warrant   Certificate  and  the  Warrants   represented  by  this  Warrant
Certificate  to  the  extent  of  ________________   Warrants  and  does  hereby
irrevocably constitute and appoint ___________________________ Attorney-in-Fact,
to transfer the same on the books of the Company with full power of substitution
in the premises.

           Dated:
                  ---------------------------


       Signature:
                  --------------------------------------------------------------
                   (Signature must conform in all respects to the name of the
                    Warrantholder  as set forth on the face of this Warrant
                                        Certificate.)


                                      -11-
<PAGE>

                                   Exhibit D
                                   ---------

          NEITHER THE WARRANTS  REPRESENTED BY THIS WARRANT CERTIFICATE
          NOR  THE  SHARES  OF  COMMON  STOCK  OR  ANY OTHER SECURITIES
          ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAVE BEEN  REGISTERED
          UNDER THE SECURITIES  ACT OF 1933, AS AMENDED.  SUCH WARRANTS
          HAVE  BEEN  ACQUIRED,  AND  ANY SHARES OF COMMON STOCK OR ANY
          OTHER SECURITIES  ISSUABLE  UPON  EXERCISE  OF SUCH  WARRANTS
          ARE  REQUIRED TO BE  ACQUIRED,  FOR  INVESTMENT  PURPOSES AND
          NOT WITH A VIEW TO DISTRIBUTION OR RESALE,  AND  MAY  NOT  BE
          SOLD,    ASSIGNED,   PLEDGED,   HYPOTHECATED   OR   OTHERWISE
          TRANSFERRED  WITHOUT AN EFFECTIVE  REGISTRATION STATEMENT FOR
          SUCH WARRANTS  AND/OR SUCH SHARES OR OTHER  SECURITIES  UNDER
          THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE  STATE
          SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY  TO THE
          ISSUER  OF  SUCH WARRANTS AND SUCH SHARES OR OTHER SECURITIES
          TO THE EFFECT THAT  REGISTRATION  IS  NOT REQUIRED UNDER SUCH
          ACT AND SUCH STATE SECURITIES LAWS.

          THE   WARRANTS  REPRESENTED  BY THIS WARRANT CERTIFICATE  ARE
          SUBJECT TO THE TERMS OF  AN  ESCROW  AGREEMENT  DATED  AS  OF
          JANUARY 2, 2001 AMONG  THE  COMPANY, SALOMON  GREY  FINANCIAL
          CORPORATION AND KAUFMAN & MOOMJIAN, LLC, AS ESCROW AGENT

                    VOID AFTER 5:00 P.M. ON DECEMBER 31, 2003

                                  VIZACOM INC.
                               WARRANT CERTIFICATE

                     200,000 COMMON STOCK PURCHASE WARRANTS

                                                             Teaneck, New Jersey
Warrant Certificate No. SGFC-4                                   January 2, 2001

          THIS IS TO CERTIFY THAT,  for value  received,  Salomon Grey Financial
Corporation or registered assigns (the  "Warrantholder")  permitted by the terms
of this Warrant  Certificate,  is the  registered  owner of the number of Common
Stock  Purchase  Warrants  (each,  a "Warrant")  set forth  above,  each Warrant
entitling   the  owner  thereof  to  purchase  from  Vizacom  Inc.,  a  Delaware
corporation (the "Company"), at any time on or after December 31, 2001 and on or
prior to 5:00 P.M.,  New York City time,  on December 31, 2003 (the  "Expiration
Time"), one duly authorized,  validly issued, fully paid and nonassessable share
(each,  a  "Warrant  Share")  of the  common  stock,  par value  $.001 per share
("Common Stock"),  of the Company,  at a price of $1.00 per share (the "Exercise
Price"), all subject to the terms and conditions contained herein. The number of
Warrants  evidenced  by this  Warrant  Certificate  (and the  number and kind of
securities

                                      -1-
<PAGE>


which  may  be  purchased  upon  exercise  hereof)  set  forth  above,  and  the
Exercise Price per share set forth above, are as of the date hereof.

          As provided  herein,  the  Exercise  Price and the number of shares of
Common Stock or other securities which may be purchased upon the exercise of the
Warrants  evidenced  by this  Warrant  Certificate  are,  upon the  happening of
certain events, subject to modification and adjustment.

          This Warrant  Certificate,  together  with any warrant  certificate(s)
issued in replacement or substitution hereof (as provided for herein) evidencing
all or  part  of the  Warrants  evidenced  hereby,  are  sometimes  collectively
referred to herein as the "Warrant Certificates."

          The rights of the registered holder of this Warrant  Certificate shall
be subject to the following further terms and conditions:

1.   EXERCISE OF WARRANTS.
     --------------------

          (a) The Warrants may be  exercised,  in whole or in part,  on or after
December 31, 2001 and on or prior to the Expiration  Time by  surrendering  this
Warrant Certificate, with the purchase form provided for herein duly executed by
the Warrantholder or by the Warrantholder's duly authorized attorney-in-fact, at
the principal  office of the Company,  presently  located at  Glenpointe  Centre
East, 300 Frank W. Burr Boulevard - 7th Floor,  Teaneck, New Jersey 07666, or at
such other office or agency in the United States as the Company may designate by
notice in writing to the Warrantholder (in either event, the "Company Offices"),
accompanied by payment in full, either in the form of cash, bank cashier's check
or certified  check payable to the order of the Company,  of the Exercise  Price
payable in respect of the  Warrants  being  exercised.  If fewer than all of the
Warrants are  exercised,  the Company  shall,  upon each  exercise  prior to the
Expiration  Time,  execute  and  deliver  to  the  Warrantholder  a new  Warrant
Certificate (dated as of the date hereof) evidencing the balance of the Warrants
that remain exercisable.

          (b)  On the  date  of  exercise  of the  Warrants,  the  Warrantholder
exercising  same  shall be deemed to have  become  the  holder of record for all
purposes of the Warrant Shares to which the exercise relates.

          (c) As soon as  practicable  after the  exercise of all or part of the
Warrants  evidenced by this  Warrant  Certificate,  the Company,  at its expense
(including  the payment by it of any applicable  issue taxes),  will cause to be
issued  in the name of and  delivered  to the  Warrantholder  a  certificate  or
certificates  evidencing the number of duly  authorized,  validly issued,  fully
paid and  nonassessable  Warrant  Shares  to which  the  Warrantholder  shall be
entitled upon such exercise.

          (d) No certificates for fractional Warrant Shares shall be issued upon
the exercise of any of the Warrants  but, in lieu  thereof,  the Company  shall,
upon exercise of all the Warrants,  round up any fractional Warrant Share to the
nearest whole share of Common Stock.

                                      -2-
<PAGE>


2.   ISSUANCE OF COMMON STOCK; RESERVATION OF SHARES.
     -----------------------------------------------

          (a) The Company covenants and agrees that all Warrant Shares which may
be issued upon the exercise of all or part of the Warrants  will,  upon issuance
in  accordance  with  the  terms  hereof,  be  validly  issued,  fully  paid and
nonassessable  and free from all taxes,  liens and charges  with  respect to the
issue thereof.

          (b) The  Company  further  covenants  and agrees that if any shares of
Common Stock to be reserved  for the purpose of the  issuance of Warrant  Shares
upon the exercise of Warrants  require  registration  with,  or approval of, any
governmental  authority under any federal or state law before such shares may be
validly issued or delivered  upon  exercise,  then the Company will promptly use
its best efforts to effect such  registration  or obtain such  approval,  as the
case may be.

3.   ADJUSTMENTS OF EXERCISE PRICE, NUMBER AND CHARACTER OF WARRANT SHARES,  AND
     ---------------------------------------------------------------------------
     NUMBER OF WARRANTS.
     ------------------

          The Exercise  Price and the number and kind of securities  purchasable
upon the exercise of each Warrant  shall be subject to  adjustment  from time to
time upon the happening of the events enumerated in this Section 3.

          (a)  Stock  Dividends,  Subdivisions  and  Combinations.  In  case the
Company shall at any time on or before the Expiration Time:

               (i)   pay  a  dividend  in shares of Common  Stock or other stock
     of the  Company or make a  distribution  in shares of Common  Stock or such
     other stock to holders of all its outstanding shares of Common Stock;

               (ii)  subdivide  or  reclassify the outstanding shares of  Common
     Stock into a greater number of shares;

               (iii) combine the outstanding shares of Common Stock into a
     smaller number of shares of Common Stock; or

               (iv)  issue  by  reclassification  of  its shares of Common Stock
     other  securities of the Company  (including any such  reclassification  in
     connection  with a  consolidation  or merger in which  the  Company  is the
     continuing corporation),

then the number and kind of Warrant  Shares  purchasable  upon  exercise of each
Warrant  outstanding  immediately  prior  thereto  shall be adjusted so that the
Warrantholder  shall be  entitled  to  receive  the kind and number of shares of
Common Stock or other  securities of the Company which the  Warrantholder  would
have owned or have been  entitled to receive  after the  happening of any of the
events described above had such Warrant been exercised in full immediately prior
to the  earlier of the  happening  of such  event or any record  date in respect
thereto.  In the  event  of any  adjustment  of the  number  of  Warrant  Shares
purchasable upon the exercise of each then outstanding Warrants pursuant to this
Paragraph 3(a), the Exercise Price shall be adjusted to be the amount  resulting
from

                                      -3-
<PAGE>

dividing  the  number  of  shares  of Common Stock (including  fractional shares
of Common Stock) covered by such Warrant  immediately after such adjustment into
the total amount payable upon exercise of such Warrant in full immediately prior
to such  adjustment.  An adjustment  made pursuant to this  Paragraph 3(a) shall
become effective  immediately after the effective date of such event retroactive
to  the  record  date  for  any  such  event.  Such  adjustment  shall  be  made
successively whenever any event listed above shall occur.

          (b) EXTRAORDINARY  DIVIDENDS. In case the Company shall at any time on
or before the  Expiration  Time fix a record  date for the  issuance  of rights,
options,  or warrants to all holders of its outstanding  shares of Common Stock,
entitling them (for a period  expiring within 45 days after such record date) to
subscribe for or purchase shares of Common Stock (or securities exchangeable for
or convertible into shares of Common Stock) at a price per share of Common Stock
(or having an  exchange  or  conversion  price per share of Common  Stock,  with
respect to a security  exchangeable  for or  convertible  into  shares of Common
Stock)  which is lower than the current  Market  Price per share of Common Stock
(as defined in  Paragraph  3(d) below) on such record  date,  then the  Exercise
Price shall be adjusted by multiplying the Exercise Price in effect  immediately
prior to such record date by a fraction, of which (i) the numerator shall be the
number of shares of Common Stock outstanding on such record date plus the number
of shares of Common Stock which the aggregate offering price of the total number
of shares of Common Stock so to be offered (or the aggregate initial exchange or
conversion price of the exchangeable or convertible securities so to be offered)
would  purchase at such current Market Price and (ii) the  denominator  shall be
the number of shares of Common  Stock  outstanding  on such record date plus the
number of additional  shares of Common Stock to be offered for  subscription  or
purchase (or into which the  exchangeable  or  convertible  securities  so to be
offered are initially exchangeable or convertible). Such adjustment shall become
effective at the close of business on such record date;  however,  to the extent
that shares of Common Stock (or securities  exchangeable for or convertible into
shares of Common Stock) are not delivered  after the  expiration of such rights,
options,  or warrants,  the Exercise  Price shall be  readjusted  (but only with
respect to Warrants exercised after such expiration) to the Exercise Price which
would  then be in effect  had the  adjustments  made upon the  issuance  of such
rights,  options,  or warrants  been made upon the basis of delivery of only the
number of shares of Common Stock (or securities  exchangeable for or convertible
into shares of Common Stock) actually issued. In case any subscription price may
be paid in a  consideration  part or all of which  shall be in a form other than
cash,  the value of such  consideration  shall be as determined in good faith by
the Board of  Directors  of the  Company and shall be  described  in a statement
mailed to the  Warrantholder.  Shares of Common  Stock  owned by or held for the
account of the Company  shall not be deemed  outstanding  for the purpose of any
such computation.

          (c) EXTRAORDINARY DISTRIBUTIONS. In case the Company shall at any time
after the original date of issuance of the Warrants distribute to all holders of
its shares of Common Stock (including any such  distribution  made in connection
with  a  consolidation   or  merger  in  which  the  Company  is  the  surviving
corporation)  evidences of its indebtedness or assets  (excluding cash dividends
and  distributions  payable out of consolidated  net income or earned surplus in
accordance with Delaware law and dividends or distributions payable in shares of
stock  described in  Paragraph  3(a) above) or rights,  options,  or warrants or
exchangeable or convertible  securities containing the right to subscribe for or
purchase shares of Common Stock (or securities  exchangeable  for or

                                      -4-
<PAGE>



convertible  into  shares  of  Common Stock),  then  the Exercise Price shall be
adjusted by multiplying  the Exercise Price in effect  immediately  prior to the
record  date for such  distribution  by a fraction,  of which (i) the  numerator
shall be the  current  Market  Price per share of Common  Stock (as  defined  in
Paragraph  3(d)) on such record date,  less the fair market value (as determined
by the  Board  of  Directors  of  the  Company,  whose  determination  shall  be
conclusive,  and described in a notice to the  Warrantholders) of the portion of
the evidences of  indebtedness or assets so to be distributed or of such rights,
options  or  warrants  applicable  to one  share of  Common  Stock  and (ii) the
denominator  shall be such current Market Price per share of Common Stock.  Such
adjustment  shall be made  whenever  any such  distribution  is made,  and shall
become effective on the date of distribution  retroactive to the record date for
such transaction.

          (d) CURRENT MARKET PRICE DEFINED.  For the purpose of any  computation
under  Paragraphs 3(b) and/or 3(c), the current Market Price per share of Common
Stock at any date shall be deemed to be the average  daily  Closing Price of the
shares of Common Stock for twenty consecutive trading days ending within fifteen
days  before the date in  question.  The term  "Closing  Price" of the shares of
Common  Stock for a day or days shall mean (i) if the shares of Common Stock are
listed or  admitted  for  trading on a national  securities  exchange,  the last
reported  sales price regular way, or, in case no such reported sale takes place
on such day or days,  the average of the  reported  closing bid and asked prices
regular way, in either case on the  principal  national  securities  exchange on
which the shares of the Common Stock are listed or admitted for trading, or (ii)
if the  shares of Common  Stock are not  listed or  admitted  for  trading  on a
national  securities  exchange,  (A) the last  transaction  price for the Common
Stock on The Nasdaq Stock  Market  ("Nasdaq")  or, in the case no such  reported
transaction takes place on such day or days, the average of the reported closing
bid and asked prices  thereof  quoted on Nasdaq,  or (B) if the shares of Common
Stock are not quoted on Nasdaq,  the average of the closing bid and asked prices
of the Common Stock as quoted on the Over-The-Counter  Bulletin Board maintained
by the National Association of Securities Dealers,  Inc. (the "Bulletin Board"),
or (C) if the  shares of  Common  Stock  are not  quoted  on  Nasdaq  nor on the
Bulletin  Board,  the average of the closing bid and asked  prices of the common
stock in the over-the-counter  market, as reported by  Pinksheets.com,  Inc., or
an equivalent  generally  accepted  reporting  service,  or (iii) if on any such
trading  day or days the  shares  of  Common  Stock  are not  quoted by any such
organization, the fair market value of the shares of Common Stock on such day or
days,  as  determined  in good faith by the Board of  Directors  of the Company,
shall be used.

          (e) MINIMUM ADJUSTMENT.  Except as hereinafter provided, no adjustment
of the Exercise Price hereunder  shall be made if such  adjustment  results in a
change of the  Exercise  Price then in effect of less than five cents ($.05) per
share.  Any  adjustment of less than five cents ($.05) per share of any Exercise
Price  shall be carried  forward  and shall be made at the time of and  together
with any subsequent adjustment which, together with adjustment or adjustments so
carried forward,  amounts to five cents ($.05) per share or more. However,  upon
exercise  of this  Warrant  Certificate,  the Company  shall make all  necessary
adjustments (to the nearest cent) not theretofore  made to the Exercise Price up
to and  including  the  effective  date upon which this Warrant  Certificate  is
exercised.

          (f)  NOTICE OF  ADJUSTMENTS.  Whenever  the  Exercise  Price  shall be
adjusted  pursuant  to this  Section 3, the  Company  shall  promptly  deliver a
certificate  signed  by the  President

                                      -5-
<PAGE>

or  a  Vice  President  and  by  the Chief  Financial  Officer,  Treasurer or an
Assistant  Treasurer or the Secretary or an Assistant  Secretary of the Company,
setting forth, in reasonable  detail,  the event  requiring the adjustment,  the
amount of the  adjustment,  the method by which such  adjustment  was calculated
(including  a  description  of the basis on which the Board of  Directors of the
Company made any determination  hereunder),  by first class mail postage prepaid
to each Warrantholder.

          (g) CAPITAL  REORGANIZATIONS AND OTHER  RECLASSIFICATIONS.  In case of
any capital  reorganization of the Company,  or of any  reclassification  of the
shares  of  Common  Stock  (other  than  a   reclassification,   subdivision  or
combination of shares of Common Stock referred to in Paragraph 3(a)), or in case
of the  consolidation of the Company with, or the merger of the Company with, or
merger of the Company into, any other corporation (other than a reclassification
of the shares of Common Stock referred to in Paragraph  3(a) or a  consolidation
or  merger  which  does not  result  in any  reclassification  or  change of the
outstanding  shares of Common Stock) or of the sale of the properties and assets
of the Company as, or substantially  as, an entirety to any other corporation or
entity, each Warrant shall, after such capital reorganization,  reclassification
of shares of Common Stock, consolidation,  merger, or sale, be exercisable, upon
the terms and conditions  specified in this Warrant  Certificate,  for the kind,
amount  and  number of shares or other  securities,  assets,  or cash to which a
holder of the number of shares of Common Stock  purchasable (at the time of such
capital   reorganization,   reclassification   of  shares   of   Common   Stock,
consolidation,  merger or sale) upon  exercise of such  Warrant  would have been
entitled to receive upon such capital reorganization, reclassification of shares
of Common  Stock,  consolidation,  merger,  or sale;  and in any such  case,  if
necessary, the provisions set forth in this Section 3 with respect to the rights
and interests thereafter of the Warrantholder shall be appropriately adjusted so
as to be applicable,  as nearly  equivalent as possible,  to any shares or other
securities,  assets,  or cash  thereafter  deliverable  on the  exercise  of the
Warrants. The Company shall not effect any such consolidation,  merger, or sale,
unless prior to or  simultaneously  with the consummation  thereof the successor
corporation  or  entity  (if  other  than  the  Company)   resulting  from  such
consolidation  or merger or the corporation or entity  purchasing such assets or
other appropriate corporation or entity shall assume, by written instrument, the
obligation to deliver to the Warrantholder such shares,  securities,  assets, or
cash as, in  accordance  with the  foregoing  provisions,  such  holders  may be
entitled to purchase and the other  obligations  hereunder.  The  subdivision or
combination of shares of Common Stock at any time  outstanding into a greater or
lesser  number of shares  shall  not be deemed to be a  reclassification  of the
shares of Common Stock for purposes of this Paragraph 3(e).

          (h) ADJUSTMENTS TO OTHER SECURITIES. In the event that at any time, as
a result of an  adjustment  made  pursuant to this Section 3, the  Warrantholder
shall become  entitled to purchase any shares or securities of the Company other
than the shares of Common Stock,  thereafter  the number of such other shares or
securities so  purchasable  upon exercise of each Warrant and the exercise price
for such shares or securities  shall be subject to adjustment  from time to time
in a manner and on terms as nearly equivalent as possible to the provisions with
respect to the shares of Common Stock  contained in Paragraphs 3(a) through (e),
inclusive.

          (i)   DEFERRAL   OF   ISSUANCE   OF   ADDITIONAL   SHARES  IN  CERTAIN
CIRCUMSTANCES.  In any  case in  which  this  Section  3 shall  require  that an
adjustment  in the  Exercise  Price be made  effective as of a record date for a
specified  event,  the Company may elect to defer until the  occurrence  of such

                                      -6-
<PAGE>


event issuing to the  Warrantholder  exercised after such record date the shares
of Common Stock, if any,  issuable upon such exercise over and above the Warrant
Shares,  if any,  issuable upon such exercise on the basis of the Exercise Price
in effect prior to such adjustment;  provided,  however,  that the Company shall
deliver as soon as  practicable  to such holder a due bill or other  appropriate
instrument  provided by the Company  evidencing  such holder's  right to receive
such  additional  shares  of  Common  Stock  upon the  occurrence  of the  event
requiring such adjustment.

4.   DEFINITION OF COMMON STOCK.
     --------------------------

          The Common Stock  issuable upon exercise of the Warrants  shall be the
Common Stock as constituted  on the date hereof except as otherwise  provided in
Section 3.

5.   REPLACEMENT OF SECURITIES.
     -------------------------

          If this  Warrant  Certificate  shall be  lost,  stolen,  mutilated  or
destroyed,  the Company shall, on such terms as to indemnity or otherwise as the
Company may in its discretion reasonably impose, issue a new certificate of like
tenor or date  representing  in the  aggregate  the right to  subscribe  for and
purchase  the number of shares of Common Stock which may be  subscribed  for and
purchased  hereunder.  Any such new  certificate  shall  constitute  an original
contractual  obligation  of the  Company,  whether  or not the  allegedly  lost,
stolen,  mutilated  or  destroyed  Warrant  Certificate  shall  be at  any  time
enforceable by anyone.

6.   REGISTRATION.
     ------------

          This Warrant  Certificate,  as well as all other warrant  certificates
representing  Warrants  shall be numbered and shall be  registered in a register
(the "Warrant  Register")  maintained at the Company Offices as they are issued.
The Warrant  Register shall list the name,  address and Social Security or other
Federal Identification Number, if any, of all Warrantholders.  The Company shall
be entitled to treat the  Warrantholder  as set forth in the Warrant Register as
the owner in fact of the  Warrants  as set forth  therein for all  purposes  and
shall not be bound to recognize  any  equitable or other claim to or interest in
such Warrants on the part of any other  person,  and shall not be liable for any
registration  of transfer of Warrants that are registered or to be registered in
the name of a  fiduciary  or the  nominee of a  fiduciary  unless  made with the
actual  knowledge that a fiduciary or nominee is committing a breach of trust in
requesting such  registration of transfer,  or with such knowledge of such facts
that its participation therein amounts to bad faith.

7.   TRANSFER.
     --------

     NEITHER THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE SHARES
OF COMMON STOCK OR ANY OTHER SECURITIES  ISSUABLE UPON EXERCISE OF SUCH WARRANTS
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH WARRANTS
HAVE BEEN  ACQUIRED,  AND ANY  SHARES OF  COMMON  STOCK OR ANY OTHER  SECURITIES
ISSUABLE  UPON  EXERCISE  OF SUCH  WARRANTS  ARE  REQUIRED TO BE  ACQUIRED,  FOR
INVESTMENT  PURPOSES AND NOT WITH A

                                      -7-
<PAGE>

VIEW  TO  DISTRIBUTION  OR  RESALE,  AND  MAY  NOT BE SOLD,  ASSIGNED,  PLEDGED,
HYPOTHECATED  OR  OTHERWISE   TRANSFERRED  WITHOUT  AN  EFFECTIVE   REGISTRATION
STATEMENT FOR SUCH  WARRANTS  AND/OR SUCH SHARES OR OTHER  SECURITIES  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  AND APPLICABLE  STATE SECURITIES LAWS OR AN
OPINION OF COUNSEL  SATISFACTORY  TO THE ISSUER OF SUCH WARRANTS AND SUCH SHARES
OR OTHER  SECURITIES TO THE EFFECT THAT  REGISTRATION IS NOT REQUIRED UNDER SUCH
ACT AND SUCH STATE SECURITIES LAWS.

8.   EXCHANGE OF WARRANT CERTIFICATES.
     --------------------------------

          This Warrant  Certificate may be exchanged for another  certificate or
certificates  entitling the  Warrantholder  thereof to purchase a like aggregate
number of Warrant Shares as this Warrant Certificate entitles such Warrantholder
to purchase.  A Warrantholder  desiring to so exchange this Warrant  Certificate
shall make such request in writing delivered to the Company, and shall surrender
this Warrant  Certificate  therewith.  Thereupon,  the Company shall execute and
deliver to the person entitled thereto a new certificate or certificates, as the
case may be, as so requested.

9.   NOTICES.
     -------

          All notices and other communications hereunder shall be in writing and
shall be  deemed  given  when  delivered  in  person,  against  written  receipt
therefor, or two days after being sent, by registered or certified mail, postage
prepaid, return receipt requested, and, if to the Warrantholder, at such address
as is shown on the Warrant  Register or as may otherwise may have been furnished
to the Company in writing in accordance with this Section 9 by the Warrantholder
and,  if to the  Company,  at the Company  Offices or such other  address as the
Company shall give notice thereof to the  Warrantholder  in accordance with this
Section 9.

10.  MISCELLANEOUS.
     -------------

          This Warrant  Certificate and any term hereof may be changed,  waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.  This  certificate  is deemed to have been delivered in the State of New
York and shall be construed and enforced in accordance  with and governed by the
laws of such State,  without  regard to its  conflicts of laws  principles.  The
headings in this Warrant  Certificate  are for purposes of reference  only,  and
shall not limit or otherwise affect any of the terms hereof.

                                      -8-
<PAGE>



11.  EXPIRATION.
     ----------

          Unless as hereinafter  provided,  the right to exercise these Warrants
shall expire at the Expiration Time.


Dated: January 2, 2001



                                                       VIZACOM INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                      -9-

<PAGE>


                                  EXERCISE FORM



                                                Dated:               ,
                                                      ---------------  ----


TO: VIZACOM INC.:

Complete if paying Exercise Price in cash or by check
-----------------------------------------------------

          The  undersigned  hereby  irrevocably  elects to  exercise  the within
Warrant, to the extent of purchasing  _________________  shares of Common Stock,
and hereby makes  payment of  $_____________  in payment of the actual  Exercise
Price thereof.


Complete if paying Exercise Price through cashless exercise
-----------------------------------------------------------

          The  undersigned  hereby  irrevocably  elects to  exercise  the within
Warrant,  and  elects  to pay the  Exercise  Price by means of  cancellation  of
Warrants.  The Maximum Number of shares of Common Stock the undersigned  desires
to purchase (and lose the right to purchase) is         .
                                                --------


                               ------------------


                     INSTRUCTIONS FOR REGISTRATION OF STOCK

                 Name:
                       ---------------------------------------------------------
                              (Please type or print in block letters)
             Taxpayer
       Identification
               Number:
                      ----------------------------------------------------------


              Address:
                      ----------------------------------------------------------

                      ----------------------------------------------------------

                      ----------------------------------------------------------


                               ------------------


            Signature:
                      ----------------------------------------------------------
                       (Signature  must conform in all respects to the name of
                        the  Warrantholder  as set forth on the face of this
                                       Warrant Certificate.)

                                      -10-

<PAGE>


                                 ASSIGNMENT FORM


                     FOR VALUE RECEIVED,
                                         ---------------------------------------
                                         (Please type or print in block letters)

hereby sells, assigns and transfers unto:

                 Name:
                       ---------------------------------------------------------
                              (Please type or print in block letters)
             Taxpayer
       Identification
               Number:
                      ----------------------------------------------------------


              Address:
                      ----------------------------------------------------------

                      ----------------------------------------------------------

                      ----------------------------------------------------------

this  Warrant   Certificate  and  the  Warrants   represented  by  this  Warrant
Certificate  to  the  extent  of  ________________   Warrants  and  does  hereby
irrevocably constitute and appoint ___________________________ Attorney-in-Fact,
to transfer the same on the books of the Company with full power of substitution
in the premises.

           Dated:
                  ---------------------------


       Signature:
                  --------------------------------------------------------------
                   (Signature must conform in all respects to the name of the
                    Warrantholder  as set forth on the face of this Warrant
                                        Certificate.)


                                      -11-