SETTLEMENT AND GENERAL RELEASE AGREEMENT



        THIS SETTLEMENT AND GENERAL RELEASE AGREEMENT (the "Agreement")
is made and entered into as of the 15th day of January, 2001 by and between Mark
E. Leininger ("MEL"),  an individual  residing at 27 Liberty Street,  Ridgewood,
New Jersey 07450, and Vizacom Inc., a Delaware  corporation (the "Company",  and
together with MEL, the "Parties").  The Parties  acknowledge  that the terms and
conditions of this Agreement have been voluntarily agreed to and that such terms
are final and binding.

        WHEREAS, MEL has been a director of the Company and has been employed by
the Company as President and Chief Executive Officer; and

        WHEREAS, the Company desires to accept MEL's resignation as an employee,
officer and director of the Company; and

        WHEREAS,  the Parties now desire to settle fully and finally  claims MEL
may have  against  the  Company  and  that the  Company  may have  against  MEL,
including,  but not limited to, any matters  arising out of his employment  with
the Company and his separation therefrom.

        NOW,  THEREFORE,  in  consideration  of the premises and mutual promises
herein contained, it is agreed as follows:

        1.    Non-Admission of Liability or Wrongdoing.
              ----------------------------------------

        This Agreement  shall not be construed in any way as an admission by the
Parties  that either of them has acted  wrongfully  with respect to the other or
any other person or that any one of them has any rights  whatsoever  against the
other.

        2.    Resignation.
              -----------

        MEL  hereby  resigns  as  an  officer  (President  and  Chief  Executive
Officer),  employee  and  director of the  Company  and all direct and  indirect
subsidiaries of the Company. From and after the date hereof until April 15, 2001
(the "Consulting  Period"),  MEL shall perform consulting  services on behalf of
the  Company at  reasonable  times and upon  reasonable  notice  relating to the
disposition  of  assets  by  the  Company,   the  transition  of  executive  and
administrative  tasks  previously  performed  by MEL and any  activities  of the
Company  which MEL was involved in during his  employment  by the  Company.  MEL
agrees to return to the Company all assets,  equipment  or other items which are
owned by the  Company  not later  than the date on which the  Consulting  Period
terminates, except that the Company shall transfer to MEL upon conclusion of the
Consulting  Period the Compaq Armada laptop computer and the cellular  telephone
utilized and in the  possession of MEL on the date hereof.  Upon such  transfer,
MEL shall have all rights and title to such  property  and shall be  responsible
for any charges incurred in connection with the use thereof.

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         3.   Consideration to MEL.
              --------------------

         (a)  The Company shall pay MEL $10,500 per month, payable semi-monthly,
from the date hereof through the date on which the Consulting Period terminates,
pro rated for any partial month.

         (b)  The  Company  shall  pay  to  MEL  his  unpaid reasonable expenses
incurred  in  the  normal  course  of  the  fulfillment  of  his  duties  as  an
officer and director of the Company and as a consultant to the Company  pursuant
to Section 2 hereof  (provided that, in connection with expenses  incurred while
acting as a  consultant,  all  expenses  in excess of $200 shall be  approved in
advance  by  the  President  of the  Company),  including  but  not  limited  to
reasonable  travel  and  business  expenses  incurred  through  the date of this
Agreement,  upon submission of customary  documentation relating thereto, but in
any event no later than 21 days after presentment of such documentation.

         (c)  The  Company  shall  issue to MEL 300,000 shares (the "Shares") of
common stock, par value $.001 per share, of the Company, constituting payment in
full of any and all amounts  which are or may be due from the Company to MEL for
any and all  accrued  and  unpaid  vacation,  sick  and  personal  days or other
employee benefits, as well as severance.  In connection with such issuance,  MEL
shall execute an investment  representation  letter dated the date hereof in the
form of  Exhibit  A  hereto.  The  Company  shall  deliver  to MEL  certificates
evidencing  the  ownership  of such  Shares no later than 20 days after the date
hereof.  The Company  shall  register  the Shares in its  currently  pending S-3
Registration Statement.

         (d) The  Company  shall  pay to MEL  five  percent  (5%)  of the  gross
proceeds,  if any, received from Wexford Holdings Inc., or any affiliate thereof
("Wexford"),  or from Serif  management,  or from any other  third party MEL may
hereafter  introduce to the Company, in connection with the sale (the "Sale") by
the  Company of all of the issued and  outstanding  capital  stock of any one or
more of the following subsidiaries of the Company: Serif (Europe) Limited, Serif
Inc., Serif GmbH, Dialog 24 Limited,  Dialog 24 Inc.,  Visualcities.com Inc. and
Junction 15 Limited (including  interMETHODS Limited). The payments to MEL under
this Paragraph 3(d) shall be made as follows: (i) MEL shall be paid five percent
(5%) of the gross  proceeds  received  by the Company in the same ratio of cash,
equity or debt  received  by the  Company at or prior to the closing of the Sale
(the  "Closing")  at the Closing and (ii) MEL shall be paid five percent (5%) of
the gross proceeds  received by the Company  thereafter  within five (5) days of
receipt of such payment(s) by the Company; provided,  however, that MEL shall be
paid ten percent (10%) of any portion of the gross  proceeds paid to the Company
in excess of $2 million and shall also be  entitled to 10% of any equity  issued
by Wexford to the Company in connection  with the Sale. The Company shall pay to
MEL five percent (5%) of the gross  proceeds of any equity or debt financing MEL
shall hereafter introduce to the Company; provided, that no such amount shall be
payable in connection  with any  transaction  with any of the Company's  current
stockholders  or  investors.  To the extent any secured  creditor of the Company
requires payment of the sales proceeds to it then any payment to MEL pursuant to
this paragraph shall be made from other Company funds.

         (e) The Company  shall  continue to make all  payments  with respect to
health insurance for MEL's benefit comparable to that coverage made available to
the Company's executive

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officers  through the  earlier  of  (i)  December  31, 2001 or (ii) such time as
MEL is employed or retained on a substantially full-time basis.

         (f)  All  stock  options  granted  to  MEL  by  the  Company  shall  be
non-terminable  and shall be  exercisable  according to their terms  through the
expiration date thereof.

         (g) The  Company  shall  pay to MEL  within  five  (5) days of the date
hereof all salary payable to MEL and accrued through the date hereof.

         4.   Complete Release.
              ----------------

         (a) As a  material  inducement  to  the  Company  to  enter  into  this
Agreement,   MEL  hereby  waives,  releases  and  discharges  the  Company,  its
subsidiaries and their respective officers, directors, stockholders,  employees,
agents, attorneys, subsidiaries,  servants, successors, insurers, affiliates and
their successors and assigns, from any and all manner of action,  claims, liens,
demands,  liabilities,  causes of action, charges,  complaints, suits (judicial,
administrative or otherwise), damages, debts, obligations of any nature, past or
present,  known or unknown,  whether in law or in equity,  whether  founded upon
contract  (expressed  or  implied),   tort  (including,   but  not  limited  to,
defamation),  statute or regulation (State, Federal or local), common law and/or
any other theory or basis,  from the  beginning of the world to the date hereof,
including,  but not limited to, any claim that MEL has asserted,  now asserts or
could have  asserted,  but not including any claim for the  enforcement  of this
Agreement.  This includes,  but is not limited to, claims arising under Federal,
State or local laws  prohibiting  employment or other  discrimination  or claims
growing out of any legal  restrictions on the Company's  rights to terminate its
employees, including without limitation any claim arising under Title VII of the
United   States   Code  or  under   any  age  or  gender   discrimination   law.
Notwithstanding anything else contained in this Agreement, this Agreement is not
intended to release any rights MEL has with respect to  participation in company
sponsored  stock  option  plans,  or any  rights  MEL  has to  seek  and  obtain
indemnification  and/or  defense from the Company in the event that any claim is
asserted against MEL by a third party.

         (b) As a material  inducement to MEL to enter into this Agreement,  the
Company and its  subsidiaries  hereby  irrevocably and  unconditionally  waives,
releases and discharges  MEL, his agents and attorneys,  successors and assigns,
from any and all manner of action, claims, liens, demands,  liabilities,  causes
of action, charges, complaints,  suits (judicial,  administrative or otherwise),
damages, debts,  obligations of any nature, past or present, known or unknown to
the  Company,  whether  in law  or in  equity,  whether  founded  upon  contract
(expressed  or  implied),  tort  (including,  but not limited  to,  defamation),
statute or  regulation  (State,  Federal or local),  common law and/or any other
theory or basis, from the beginning of the world to the date hereof, arising out
of his employment and position as an officer and director,  and the  resignation
therefrom or the termination thereof,  including,  but not limited to, any claim
that the  Company has  asserted,  now  asserts or could have  asserted,  but not
including any (i) claims for the  enforcement of this Agreement and (ii) action,
claims,  liens, demands,  liabilities,  causes of action,  charges,  complaints,
suits  (judicial,  administrative  or  otherwise),  damages,  debts,  demands or
obligations of any other nature which  directly arise out of or directly  relate
to any willful  misconduct,  gross  negligence or fraud committed by MEL, or any
violation by MEL of Section 13(d) or 16 of the Securities  Exchange Act of 1934,
as  amended,  unless  such  actions  were taken in good faith with a  reasonable
belief that such actions were in the best interests of the Company.

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<PAGE>

         (c) It is  understood  and  agreed  by the  Parties  that the facts and
respective  assumptions of law in  contemplation of which this Agreement is made
may  hereafter  prove  to be  other  than or  different  from  those  facts  and
assumptions  now  known,  made  or  believed  by them to be  true.  The  Parties
expressly  accept  and  assume  the risk of the facts and  assumptions  to be so
different,  and agree that all terms of this agreement  shall be in all respects
effective and not subject to termination or reclusion by any such  difference in
facts or assumptions of law.

         5.   Acknowledgments.
              ---------------

         MEL acknowledges that:

         (a)  He  has  had  a full twenty-one (21) days within which to consider
this Agreement before executing it;

         (b)  He  has carefully read and fully understands all of the provisions
of this Agreement;

         (c) He is,  through  this  Agreement,  releasing  the  Company  and its
affiliates  from any and all claims he or she may have  against  any of them and
being released from certain potential liabilities by the Company;

         (d)  He  knowingly and voluntarily agrees to all of the terms set forth
in this Agreement;

         (e)  He  knowingly  and  voluntarily intends to be legally bound by the
same;

         (f) He was  advised  and hereby is advised in writing to  consider  the
terms of this  Agreement and consult with an attorney of his or her choice prior
to executing this Agreement;

         (g) He has a full  seven  (7)  days  following  the  execution  of this
Agreement to revoke this Agreement and has been and hereby is advised in writing
that  this  Agreement  shall  not  become  effective  or  enforceable  until the
revocation period has expired; and

         (h)  He understands  that rights or claims under the Age Discrimination
in Employment Act of 1967 (29 U.S.C.  621 et seq.) that may arise after the date
of this Agreement is executed are not waived.

         6.   Non-Disclosure.
              --------------

         MEL shall not disclose or deliver to any other party any trade  secrets
or confidential or proprietary  information  gained through  employment with the
Company,  except in connection  with the  performance of his  consulting  duties
hereunder.  This  includes,  but is not  limited to,  proprietary  technologies,
patents,   patent   applications,   software   programs  and  tools,   financial
information,  business  plans,  systems,  files,  algorithms,  file  structures,
customer  lists,   supplier  lists,   internal  program   structures,   options,
documentation and data developed by the Company or any subsidiary,  affiliate or

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<PAGE>

division  thereof.  MEL agrees  that any breach of this  Section 6 may cause the
Company  substantial and irreparable  damages that would not be quantifiable and
therefore,  in the event of any such breach,  in addition to other remedies that
may be available,  the Company shall have the right to seek specific performance
and other injunctive and equitable relief.

         7.   Non-Disparagement.
              -----------------

         The Parties  mutually agree not to publish,  communicate or disseminate
any negative  information  relating to the other Party,  including the Company's
divisions,  affiliates,  subsidiaries,  products  or  services,  or any of their
officers, directors or employees, or any information regarding this Agreement to
the  public,  the media,  suppliers,  vendors and other  industry  participants,
except  that  they may  disclose  its  contents  to their  respective  financial
advisors,  accountants  and attorneys and as required by law, rule or regulation
adopted pursuant to law, court order or decree,  or in connection with testimony
given or documents subpoenaed in a judicial or administrative proceeding.

         8.   No Representations.
              ------------------

         The Parties represent that in signing this Agreement,  they do not rely
on nor have they relied on any  representation or statement not specifically set
forth in this  Agreement  by any of the  releasees  or by any of the  releasees'
agents, representatives or attorneys with regard to the subject matter, basis or
effect of this Agreement or otherwise.

         9.   Successors.
              ----------

         This  Agreement  shall be binding  upon and inure to the benefit of the
Parties  and  their  respective  administrators,   representatives,   executors,
successors and assigns, by reason of merger,  consolidation,  and/or purchase or
acquisition of substantially all of the Company's assets or otherwise.

         10.  Governing Law.
              -------------

         This  agreement is made and entered into in this State of New York, and
shall in all respects be  interpreted,  enforced and governed  under the laws of
the State of New York.

         11.  Arbitration.
              -----------

         (a) Any dispute arising between the Parties,  including but not limited
to those  pertaining  to the  formation,  validity,  interpretation,  effect  or
alleged  breach of this  Agreement  ("Arbitrable  Dispute") will be submitted to
arbitration in New York, New York, before an experienced  employment  arbitrator
and  selected  in  accordance  with  the  rules  of  the  American   Arbitration
Association  labor tribunal.  Each party shall pay the fees of their  respective
attorneys, the expenses of their witnesses and any other expenses connected with
presenting their claim.  Other costs of the  arbitration,  including the fees of
the  arbitrator,   cost  of  any  record  or  transcript  of  the   arbitration,
administrative  fees,  and other  fees and costs  shall be borne  equally by the
Parties.

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<PAGE>


         (b) Should any party to this  Agreement  hereafter  institute any legal
action or administrative  proceedings  against another party with respect to any
claim  waived by this  Agreement or pursue any other  Arbitrable  Dispute by any
method other than said  arbitration,  the responding  party shall be entitled to
recover from the initiating  party all damages,  costs,  expenses and attorneys'
fees incurred as a result of such action.

         12.  Proper Construction.
              -------------------

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

         (b) As used in this Agreement, the term "or" shall be deemed to include
the term  "and/or" and the singular or plural  number shall be deemed to include
the other whenever the context so indicates or requires;

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

         13.  Severability.
              ------------

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

         14.  Entire Agreement.
              ----------------

         This Agreement sets forth the entire agreement between the Parties, and
fully  supersedes  any and all prior  agreements or  understandings  between the
Parties pertaining to the subject matter hereof. All other contracts, agreements
or  understandings  between the Parties are null and void.  Without limiting the
foregoing,  any and all employment  agreements,  including all amendment  and/or
addendums  thereto,  shall be  terminated  and of no  further  force or  effect,
whether or not such agreements state that the same, or portions thereof,  are to
survive termination.

         15.  Non-Solicitation and Non-Interference.
              -------------------------------------

         For  a period  of  twelve (12) months after the date of this Agreement,
MEL shall not:

         (a) for his own  account  or for the  account  of any  other  person or
entity,  directly  or  indirectly  interfere  with the  Company's  or any of its
affiliates' or subsidiaries' relationship with any of its suppliers,  customers,
accounts, brokers, representatives or agents; or

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<PAGE>

         (b)   employ  or  otherwise  engage,  or  solicit,  entice or induce on
behalf of himself or any other person or entity,  directly  or  indirectly,  the
services, retention or employment of any employees of the Company or its
subsidiaries.

         16.  Counterparts.
              ------------

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

         17.  Further Assurances.
              ------------------

         From and after the date  hereof,  the  parties  hereto  shall  take all
actions,  including the execution  and delivery of all  documents,  necessary to
effectuate the terms hereof.

         18.  Survival.
              --------

         All  obligations  of the Parties as set forth herein shall  survive the
execution and delivery hereof.

         19.  Indemnification.
              ---------------

         MEL will be  indemnified  and  provided  defense  by the  Company  with
respect to any claims asserted against MEL as provided in the Company's  by-laws
in effect on the date hereof, and the indemnification  agreement dated September
20, 1995 between MEL and the Company from and after the date of this Agreement.

        PLEASE READ CAREFULLY.  THIS SETTLEMENT AND GENERAL RELEASE
AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

Dated:  New York, New York         Dated:  New York, New York
        January 15, 2001                   January 15, 2001


VIZACOM INC.


By:     /s/ Vincent DiSpigno                    /s/ Mark E. Leininger
    --------------------------------        -------------------------------
    Name:  Vincent DiSpigno                 Mark E. Leininger
    Title: President