ESCROW AGREEMENT
                                ----------------

     AGREEMENT  ("Agreement"),  made as of the 2nd day of January,  2001, by and
among Salomon Grey Financial Corporation ("Consultant"),  with an office at 5430
LBJ  Freeway,  Suite  1626,  Dallas,  Texas  75240,  Vizacom  Inc.,  a  Delaware
corporation  with an  office  at  Glenpointe  Center  East,  300  Frank W.  Burr
Boulevard,  7th Floor,  Teaneck,  New Jersey 07666 (the "Company",  and together
with  Consultant,  the  "Parties")  and  Kaufman  &  Moomjian,  LLC,  a New York
professional  limited  liability  company,  with offices at 50 Charles Lindbergh
Boulevard, Mitchel Field, New York 11553 (the "Escrow Agent").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  the Parties  desire to establish an escrow with the Escrow Agent,
and the  Escrow  Agent is  willing  to  establish  such  escrow on the terms and
subject to the conditions hereinafter set forth; and

     WHEREAS,  under  Section  3 of the Agreement,  dated as of January 2, 2001,
between Consultant and the Company (the "Consulting Agreement"), the Company has
elected to pay Consultant in shares of common stock,  par value $.001 per share,
of the Company (the "Common  Stock"),  certain of which shares are to be held in
escrow hereunder.

     NOW,  THEREFORE,  in consideration of the mutual covenants,  conditions and
promises herein contained, the parties hereto hereby agree as follows:

     1.   Establishment of the Escrow Fund.
          ---------------------------------

          1.1 (a) The Escrow Agent shall hold in escrow on behalf of the Parties
those certain stock  certificate nos.  ___________ and warrant  certificate nos.
SGFC-2,  SGFC-3  and  SGFC-4  (the  "Escrow  Fund"),  issued by the  Company  to
Consultant,  representing the ownership by Consultant of an aggregate of 200,000
shares (the "Shares") of Common Stock and 400,000  warrants  ("Warrants"),  each
Warrant to purchase one share  Common  Stock,  and shall  release such Shares to
Consultant as follows, unless it shall have received a notice of cancellation of
the Consulting Agreement from the Company prior to any such release of Shares:

          Date                     Number of Shares to be Released
          ----                     -------------------------------
          February 15, 2001        75,000
          June 30, 2001            75,000
          December 31, 2001        50,000

In addition,  on each such date listed above,  the Escrow Agent shall release to
Consultant those Warrants which become exercisable on such date, unless it shall
have received a notice of  cancellation  of the  Consulting  Agreement  from the
Company prior to any such release of Warrants.

          (b) This Agreement  shall  terminate as of January 1, 2002. Any Shares
and Warrants  remaining in the Escrow Fund on such date shall be released by the
Escrow  Agent to the  Company for  cancellation.  If the Escrow  Agent  receives
notice of termination of the Consulting

<PAGE>



Agreement  from  the  Company, any  Shares  and Warrants remaining in the Escrow
Fund as of such time shall be  released  by the Escrow  Agent to the Company for
cancellation.

          1.2 The Escrow  Agent agrees to hold and dispose of the Escrow Fund in
accordance with the terms of this Escrow Agreement.

          1.3  All   dividends  and  other   distributions   (whether  of  cash,
securities,  or other property) upon or in respect of any of the Escrow Fund and
all property receivable in substitution or exchange therefor shall be included
with and constitute part of the Escrow Fund.

          1.4  All  Shares  included  in the  Escrow  Fund  shall  be  voted  in
accordance with the instructions of Consultant.

     2.   No Liability Upon Disbursement from the Escrow Fund.
          ---------------------------------------------------

          2.1 Upon  disbursement  of the Escrow  Fund  pursuant  to the terms of
Section 1, the Escrow Agent shall be relieved of any and all further obligations
and released from any and all liability  under this  Agreement.  It is expressly
agreed and  understood  that in no event shall the aggregate  amount of payments
made by the Escrow Agent exceed the amount of the Escrow Fund.

     3.   Rights, Duties and Responsibilities of Escrow Agent.
          ---------------------------------------------------

     It is understood  and agreed that the duties of the Escrow Agent are purely
ministerial in nature, and that:

          3.1 The Escrow  Agent shall not be  responsible  for or be required to
enforce any of the terms or conditions of this Agreement or any other  agreement
in connection with the transaction contemplated hereunder.

          3.2 The  Escrow  Agent  shall be under  no duty or  responsibility  to
accept any additional  deposit into the Escrow Fund or enforce collection of any
check delivered to it hereunder.

          3.3. The Escrow Agent is authorized  to perform only such duties,  and
shall have no duties or  responsibilities  other than, as specifically set forth
herein. The Escrow Agent shall be under no liability to the other parties hereto
or to anyone  else by reason of any  failure on the part of any party  hereto or
any maker,  guarantor,  endorser or other signatory of any document or any other
person to perform such person's obligations under any such document.  Except for
amendments  to  this  Escrow  Agreement   referred  to  below,  and  except  for
instructions  given to the Escrow Agent  relating to the Escrow Fund, the Escrow
Agent shall not be obligated to recognize any  agreement  between any and all of
the persons referred to herein,  notwithstanding  that references thereto may be
made herein and whether or not it has knowledge thereof.

          3.4. The Escrow Agent shall be entitled to rely upon the accuracy, act
in  reliance  upon the  contents,  and assume the  genuineness,  of any  notice,
instruction, certificate, signature, instrument or other document which is given
to the Escrow Agent  pursuant to this  Agreement

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<PAGE>


without  the   Escrow   Agent   being   obligated   to  undertake  any action or
investigation  to verify the truth or accuracy  thereof.  The Escrow Agent shall
not be obligated to make any inquiry as to the authority, capacity, existence or
identity of any person  purporting to give any such notice or instructions or to
execute any such  certificate,  instrument or other  document.  The Escrow Agent
shall  have no  responsibility  with  respect to the use or  application  of any
documents delivered by the Escrow Agent pursuant to the provisions hereof.

          3.5. In the event that the Escrow  Agent shall be  uncertain as to its
duties or rights  hereunder or shall  receive  instructions  with respect to the
Escrow  Account or the Escrow  Fund  which,  in its sole  determination,  are in
conflict either with other instructions  received by it or with any provision of
this  Agreement,  then,  in such event,  it shall be entitled to hold the Escrow
Fund, or a portion  thereof,  in its  possession  pending the resolution of such
uncertainty  to the Escrow  Agent's sole  satisfaction,  by final  judgment of a
court or courts of competent jurisdiction or otherwise;  or the Escrow Agent, at
its sole  option,  may  deposit  the  Escrow  Fund (and any other  amounts  that
thereafter  may become part of the Fund) with the Clerk of a court of  competent
jurisdiction  in a proceeding to which all parties in interest are joined.  Upon
the deposit by the Escrow  Agent of the Escrow Fund with the Clerk of any court,
the Escrow  Agent  shall be  relieved  of any and all  further  obligations  and
released from any and all liability hereunder.

          3.6.  Any dispute  which may arise  between  the  parties  hereto with
respect to (a) the delivery,  maintenance or release of the Escrow Fund, (b) the
facts upon which the Escrow Agent's determinations  hereunder are based, (c) the
duties of the Escrow Agent hereunder and (d) any other  questions  arising under
this Escrow Agreement,  shall be settled either by (i) a joint written notice of
the Parties providing instructions to the Escrow Agent therein, or (ii) by entry
of a final order, decree or judgment by a court of competent jurisdiction in the
State of New York (the time for appeal  therefrom  having  expired and no appeal
having been perfected).

          3.7.  The Escrow  Agent  shall not be liable  for any action  taken or
omitted  hereunder,  or for  the  misconduct  of any of its  members,  partners,
employees,  agents or attorneys  appointed by it,  except in the case of willful
misconduct.  The Escrow  Agent shall be entitled to consult  with counsel of its
own choosing,  including  itself,  and shall not be liable for any action taken,
suffered or omitted by it in  accordance  with the advice of such  counsel.  The
Escrow  Agent may rely  conclusively  and shall be  protected in acting upon any
order,  notice,  demand,  certificate,  opinion or advice of counsel  (including
counsel  chosen by the Escrow  Agent),  statement,  instrument,  report or other
paper  or  document  (not  only as to its due  execution  and the  validity  and
effectiveness of its provisions,  but also as to the truth and  acceptability of
any information therein contained),  which is believed by the Escrow Agent to be
genuine  and to be signed or  presented  by the proper  person or  persons.  The
Escrow  Agent  shall  not be bound  by any  notice  or  demand,  or any  waiver,
modification,  termination or rescission of this Escrow  Agreement or any of the
terms  thereof,  unless  evidenced  by a writing  delivered  to the Escrow Agent
signed by the proper party or parties and, if the duties or rights of the Escrow
Agent are affected, unless it shall give its prior written consent thereto.

          3.8.  The Escrow  Agent  shall have no  responsibility  at any time to
ascertain  whether or not any security interest exists in the Escrow Fund or any
part thereof or to file any

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<PAGE>


financing   statement   under   the   Uniform   Commercial  Code or any  similar
regulatory or reporting agency or body used to perfect a security  interest with
respect to the Escrow Fund or any part thereof.

          3.9. The Escrow Agent shall have the right to assume in the absence of
written  notice to the contrary from the proper person or persons that a fact or
an event by  reason  of which an  action  would or might be taken by the  Escrow
Agent does not exist or has not  occurred,  without  incurring  liability to the
other parties  hereto or to anyone else for any action taken or omitted,  or any
action suffered by it to be taken or omitted,  in good faith and in the exercise
of its own best judgement, in reliance upon such assumption.

          3.10 The Parties  acknowledge  and agree that Kaufman & Moomjian,  LLC
("K&M")  may  act  as the  Escrow  Agent  hereunder,  notwithstanding  that  K&M
simultaneously  represents  the Company.  In the event of any claim,  dispute or
litigation  concerning the Escrow  Agreement,  K&M shall  nevertheless  have the
unqualified  right to represent  the Company and its  officers and  directors in
respect of any such claim,  dispute or  litigation,  notwithstanding  that it is
acting as Escrow Agent hereunder.

     4.  Resignation.  The Escrow  Agent may resign for any reason upon  written
notice to the  Parties  specifying  a date  (not  less than five days  after the
giving of such  notice)  when such  resignation  shall take  effect.  Should the
Escrow Agent resign as herein  provided,  it shall not be required to accept any
deposit  into,  make any  disbursement  from or otherwise  dispose of the Escrow
Fund,  but its only duty  shall be to hold the  Escrow  Fund for a period of not
more  than  five  (5)  business  days  following  the  effective  date  of  such
resignation,  at which  time (a) if a  successor  escrow  agent  shall have been
appointed and written  notice  thereof  (including  the name and address of such
successor escrow agent) shall have been given to the resigning Escrow Agent, the
Escrow Agent shall be authorized  to pay over to the successor  escrow agent the
Escrow Fund, less any portion thereof previously  distributed in accordance with
this  Agreement;  or (b) if the  resigning  Escrow Agent shall not have received
written  notice  signed by the Company and a successor  escrow  agent,  then the
resigning  Escrow Agent shall be authorized to promptly return the amount in the
Escrow Fund to the Company,  and the resigning  Escrow Agent shall be authorized
to notify the Company,  in writing,  of its liquidation and  distribution of the
Escrow Fund;  whereupon,  in either case,  the Escrow Agent shall be relieved of
all further  obligations  and  released  from any and all  liability  under this
Agreement.  Without  limiting the provisions of Section 6 hereof,  the resigning
Escrow Agent shall be entitled to be  reimbursed  by the Parties and the Parties
shall be liable for any expenses  incurred in connection with the Escrow Agent's
resignation,  the  transfer  of the  Fund to a  successor  escrow  agent  or the
distribution of the Fund pursuant to this Section 4.

     5.   Representations and Warranties.  The  Parties  each represent, warrant
and covenant to the Escrow Agent that:

          5.1 No  party  other  than  the  parties  hereto  and the  prospective
purchasers have, or shall have, any lien, claim,  pledge or security interest in
the Escrow Fund or any part thereof.

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<PAGE>

          5.2 No financing  statement  under the Uniform  Commercial  Code is on
file in any jurisdiction  claiming a security interest in or describing (whether
specifically or generally) the Escrow Fund or any part thereof.

     6. Fees and  Expenses.  The Escrow  Agent shall be  entitled to  reasonable
compensation  for  its  services  hereunder  and  shall  be  reimbursed  for any
reasonable expenses,  disbursements and advancements (including, but not limited
to,  reasonable  attorneys'  fees and  expenses)  incurred  or made by it in the
performance of its duties hereunder, at its customary rates.

     7.   Indemnification and Contribution.

          7.1 The Parties (the  "Indemnitors")  jointly and  severally  agree to
indemnify  the Escrow Agent and its  members,  partners,  employees,  agents and
associates  (jointly and severally  the  "Indemnitees")  against,  and hold them
harmless of and from,  any and all loss,  liability,  cost,  damage and expense,
including, without limitation, reasonable attorneys' fees, which the Indemnitees
may suffer or incur by reason of any action, claim or proceeding brought against
the  Indemnitees  arising out of or relating in any way to this  Agreement,  any
transaction to which this Agreement relates, or the services of the Escrow Agent
hereunder,  unless such action, claim or proceeding is the result of the willful
misconduct or gross negligence of the Indemnitees.  For the purposes hereof, the
term  "expense or loss" shall include all amounts paid or payable to satisfy any
claim, demand or liability,  or in settlement of any claim, demand, action, suit
or proceeding  settled with the express written consent of the Escrow Agent, and
all costs and expenses,  including,  but not limited to, reasonable counsel fees
and  disbursements,  paid or incurred in investigating or defending  against any
such claim, demand, action, suit or proceeding.

          7.2  If  the  indemnification  provided  for  in  this  Section  7  is
applicable, but for any reason is held to be unavailable,  the Indemnitors shall
contribute  such amounts as are just and  equitable to pay, or to reimburse  the
Indemnitees  for,  the  aggregate  of any and all  losses,  liabilities,  costs,
damages and expenses,  including counsel fees and expenses, actually incurred by
the  Indemnitees  as a result of or in connection  with,  and any amount paid in
settlement of, any action, claim or proceeding arising out of or relating in any
way to any actions or omissions of the Indemnitors.

          7.3  Any  Indemnitee   which  proposes  to  assert  the  right  to  be
indemnified   under  this  Section  7,  promptly  after  receipt  of  notice  of
commencement  of any action,  suit or  proceeding  against  such  Indemnitee  in
respect of which a claim is to be made against any Indemnitor under this Section
7, will notify the  Indemnitors  of the  commencement  of such  action,  suit or
proceeding;  provided,  that  failure  to give  notice  shall  not  relieve  the
Indemnitors  from any liability which they may have to any Indemnitee  otherwise
than under this Section 7. In case any such action,  suit or proceeding shall be
brought  against  any  Indemnitee  and it shall  notify the  Indemnitors  of the
commencement thereof, the Indemnitor shall be entitled to participate in and, to
the extent that it shall wish, to assume the defense thereof,  including without
limitation by selecting counsel to defend such action, suit or proceeding, which
counsel  shall be reasonably  satisfactory  to the  Indemnitee,  at the cost and
expense of the Indemnitors.  The Indemnitee shall nevertheless have the right to
employ its counsel in any such action,  and in such event, the fees and expenses
of such counsel  shall be at

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<PAGE>


the   expense  of  the  Indemnitee.  If  the  Indemnitee  shall  have  concluded
reasonably  that there may be a conflict of interest among the  Indemnitors  and
the   Indemnitee   in  the  conduct  of  the  defense  of  such   action,   then
notwithstanding anything contained herein to the contrary, the Indemnitors shall
not have the  right to  direct  the  defense  of such  action  on  behalf of the
Indemnitee.

          7.4 The provisions of this Section 7 shall survive any  termination of
this Agreement,  whether by disbursement of the Fund,  resignation of the Escrow
Agent or otherwise.

     8. Further Assurances. The Parties, jointly and severally, agree to do such
further acts and things and to execute and deliver such statements, assignments,
agreements,  instruments  and other  documents  as the Escrow Agent from time to
time reasonably may request in connection with the administration,  maintenance,
enforcement  or  adjudication  of this Agreement in order (a) to give the Escrow
Agent  confirmation  and  assurance  of  the  Escrow  Agent's  rights,   powers,
privileges,  remedies and interests under this Agreement and applicable law, (b)
to better enable the Escrow Agent to exercise any such right,  power,  privilege
or  remedy,  or (c) to  otherwise  effectuate  the  purpose  and the  terms  and
provisions  of this  Agreement,  each  in  such  form  and  substance  as may be
acceptable to the Escrow Agent.

     9. Cumulative  Rights.  The rights and remedies granted to the Escrow Agent
in this Agreement are  cumulative and not exclusive,  and are in addition to any
and all other rights and remedies  granted and  permitted  under and pursuant to
law.

     10. No Waiver.  The failure of any of the signatories hereto to enforce any
provision  hereof  on any  occasion  shall  not be  deemed to be a waiver of any
preceding or succeeding breach of such provision or any other provision.

     11. Entire  Agreement;  Amendment.  This Agreement  constitutes  the entire
agreement  and  understanding  of  the  signatories  hereto  and  no  amendment,
modification  or  waiver  of any  provision  herein  shall be  effective  unless
consented  thereto in writing by the  parties  hereto.  This  Agreement  and the
agreements  referred to herein are intended by the parties as a final expression
of their agreements and are intended to be a complete and exclusive statement of
the  agreements  and  understandings  of the  parties  hereto in  respect of the
subject  matter  contained  herein  and  therein.  There  are  no  restrictions,
promises,  representations,  warranties  or  undertakings,  with  respect to the
subject  matter  hereof,  other than those set forth or  referred  to herein and
therein.  This Agreement and the agreements referred to herein are supersede all
prior  agreements  and  understandings  between the parties with respect to such
subject matters.

     12.  Governing  Law. This  Agreement  shall be construed,  interpreted  and
enforced  in  accordance  with and shall be governed by the laws of the State of
New York without regard to the principles of conflicts of laws.

     13. Binding  Effect.  This Agreement shall bind and inure to the benefit of
the parties hereto, their successors and assigns.

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<PAGE>


     14. Assignment and Delegation of Duties. This Agreement may not be assigned
by the parties hereto.

     15. Paragraph  Headings.  The paragraph  headings herein have been inserted
for convenience of reference only, and shall in no way modify or restrict any of
the terms or provisions hereof.

     16. Notices. Any notice or other communication under the provisions of this
Agreement shall be in writing,  and shall be effective when delivered in person,
by nationally  recognized  overnight courier service, by facsimile  transmission
electronically  confirmed  during normal  business hours, or mailed by certified
mail, return receipt  requested,  to the Parties at their respective address set
forth herein and if to the Company,  with a copy to Kaufman & Moomjian,  LLC, 50
Charles  Lindbergh  Boulevard,   Suite  206,  Mitchel  Field,  New  York  11553,
Attention:  Neil M.  Kaufman,  Esq.,  or to any new  address  of which any party
hereto  shall  have  informed  the  others by the giving of notice in the manner
provided herein.

     17. Unenforceability;  Severability.  If any provision of this Agreement is
found to be void or unenforceable by a court of competent jurisdiction, then the
remaining provisions of this Agreement shall, nevertheless,  be binding upon the
parties with the same force and effect as though the unenforceable part had been
severed and deleted.

     18. No Third Party Rights. The representations,  warranties and other terms
and  provisions of this  Agreement are for the exclusive  benefit of the parties
hereto,  and no other person shall have any right or claim  against any party by
reason of any of those  terms and  provisions  or be  entitled to enforce any of
those terms and provisions against any party.

     19.  Counterparts.  This Agreement may be executed in counterparts,  all of
which shall be deemed to be duplicate originals.

     20. Definitions.  The words "hereof," "herein" and "hereunder" and words of
similar  import when used in this  Agreement  shall refer to this Agreement as a
whole and not to any particular provision of this Agreement; the term "or" shall
be deemed to include  the term  "and/or;"  singular  or plural  tenses  shall be
deemed to include the  opposite  whenever  the context so indicates or requires;
and  article,  section,  subsection,  paragraph,  clause,  schedule  and exhibit
references are to this Agreement unless otherwise specified.

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<PAGE>


     IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the
day and 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


                                        KAUFMAN & MOOMJIAN, LLC,
                                             as Escrow Agent

                                        By:   /s/ Neil M. Kaufman
                                           ------------------------------------
                                           Neil M. Kaufman, Member

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