DATED               31st March 2001
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                                (1) VIZACOM INC.



                               (2) GW 313 LIMITED








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                           SHARE ACQUISITION AGREEMENT

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                                 Gateley Wareing
                                Cumberland House
                                   35 Park Row
                                   Nottingham
                                     NG1 6EE

                               Tel: 0115 988 6035
                               Fax: 0115 988 6135
                             DX: 15491, Nottingham 2

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DATE:                                                            31st March 2001

PARTIES:

(1)  VIZACOM  INC. a  corporation  incorporated  in the state of Delaware  whose
     principal place of business is situated at 3512 Veterans' Memorial Highway,
     Bohemia, New York, 11716 United States of America.

(2)  GW 313 LIMITED, a company incorporated in England (company number: 4180821)
     whose registered office is at Windsor House, 3 Temple Row,  Birmingham,  B2
     5JR.

RECITALS:

(A)  The Vendor owns the Shares.

(B)  The  Purchaser  has  agreed  to  purchase  the  Shares on the terms of this
     Agreement.

NOW IT IS HEREBY AGREED as follows:-

1.   DEFINITIONS

     In this Agreement and the Schedules the following definitions will apply:-

     "ACCOUNTS"                 means the audited  financial  statements  of the
                                Company for the year ended on the Accounts Date;

     "ACCOUNTS DATE"            means 31 December 2000;

     "AFFILIATE"                means  in  relation  to any body  corporate, any
                                holding company  or  subsidiary  undertaking
                                from  time to time of such body  corporate  or
                                any  subsidiary  undertaking  from time to time
                                of the holding company of such body corporate;

     "AGREED FORM"              means in a form  agreed  between  the  parties
                                and for the purposes of identification
                                initialled  by or on behalf of the Vendor and
                                the Purchaser;

     "BAA AGREEMENT"            means  the  Bill  of  Sale,   Assignment   and
                                Assumption Agreement  in  the  Agreed  Form  to
                                be  entered  into  on Completion  by and between
                                the Vendor the Company and the Subsidiaries
                                concerning certain assets and liabilities

     "BUSINESS DAY"             means  any day  (other  than a  Saturday, Sunday
                                or public holiday)   on  which  banks  in  the
                                City of London are generally open for business;

     "COMPANY"                  means  Serif  (Europe)  Limited  (company number

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                                2117968) further  details of which are set out
                                in part 1 of Schedule 1;

     "COMPLETION"               means completion of this Agreement in accordance
                                with Clause 5;

     "CONNECTED PERSON"         has the same  meaning as in  Section  839 of the
                                Income and Corporation Taxes Act 1988;

     "DIALOG 24"                means  Dialog 24  Limited (company  no. 3910833)
                                being a wholly owned  subsidiary of the Company
                                further details of which are set out in Part III
                                of Schedule 1;

     "DISCLOSURE LETTER"        means  the  letter  of the  same  date  of  this
                                Agreement (including the 'agreed bundle' defined
                                therein) delivered by the Vendor to the
                                Purchaser  which  contains  certain disclosures
                                against the Warranties;

     "INTELLECTUAL PROPERTY
         RIGHTS"                means  patents,  trade  marks,  service  marks,
                                registered designs,  trade or  business  names,
                                know-how,  copyright, design rights and other
                                intellectual  property  rights (or any
                                applications for any of such rights);

     "INTER-COMPANY DEBT        means the  aggregate  indebtedness  of the
                                Company and the Subsidiaries to the Vendor on
                                the date of this Agreement;

     "NEGATIVE PLEDGES"         means the negative  pledges to be issued by the
                                Company and Serif Inc. to the Vendor in the
                                Agreed Form;

     "NEWCO SECURITY DOCUMENTS" means the  guarantee and charge over shares to
                                be issued by the Purchaser to the Vendor in the
                                Agreed Form;

     "OPTION LETTER"            means the option  letter in the Agreed Form to
                                be issued on Completion  by  the  Vendor  to
                                certain  employees  of the Company  and Serif
                                Inc  extending  for the 12 month  period
                                following Completion the latest option exercise
                                date of certain stock options held by such
                                employees in respect of common stock of the
                                Vendor;

     "PRODUCTS"                 means  the  graphics   software  products  of
                                the  Company identified in Schedule 2;

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     "PROMISSORY NOTE"          means  the  promissory  note  in the  principal
                                amount  of $987,500 in the Agreed Form to be
                                issued on  Completion  by Serif Inc to the
                                Vendor.

     "PURCHASE PRICE"           means  the  consideration  for  the  Shares  as
                                set  out in clause 4.1;

     "PURCHASER"                means GW 313 Limited, company number 3180821;

     "PURCHASER'S SOLICITORS"   means  Gateley  Wareing of Cumberland  House,
                                35 Park Row, Nottingham, NG1 6EE;

     "RECOGNISED INVESTMENT
         EXCHANGE"              has the same  meaning as in Section  207 of the
                                Financial Services Act 1986;

     "RELEVANT DIRECTORS"       means David  Southgate, Gary Bates, James Bryce
                                and Peter Beedham being certain directors of the
                                Purchaser;

     "SERIF INC."               means Serif Inc., being a wholly owned
                                subsidiary  of the Company  further details of
                                which are set out in Part II of Schedule 1;

     "SERIF GMBH"               means Serif GmbH a company  incorporated in
                                Germany being a wholly owned  subsidiary of the
                                Company  further details of which are set out in
                                Part IV of Schedule 1;

     "SHARES"                   means the 188,620 deferred  ordinary shares of
                                BP1 each, the 2,327,903  ordinary shares of $1
                                each, the 188,620 ordinary shares of $0.0001
                                each the 21,460  deferred 8%  preference
                                shares of BP1 each and the  21,460 8% preference
                                shares of $0.0001, in each case in the capital
                                of the Company;

     "SOFTWARE LICENCE"         means  the  software  licence  in  the  Agreed
                                Form  to be granted by Software  Publishing
                                Corporation to the Company on  Completion  in
                                respect of  Harvard  Graphics  and other
                                Software  Publishing   Corporation  software
                                products  and including  non-compete  covenants
                                by  Software  Publishing Corporation;

     "SUBSIDIARIES"             means Dialog 24, Serif Inc. and Serif GmbH;

     "TAXATION OR TAX"          means all forms of tax, charge,  rate, impost,

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                                duty, levy, liability or sum payable or formerly
                                payable in respect of income, profits,
                                distributions,  gains, receipts turnover,
                                payroll or  documents,  the  holding or
                                occupation  of any land or interest in land or
                                otherwise  at the  instance of any revenue,
                                customs,  excise,  central  state or local or
                                municipal  government  or  other  authority  of
                                the  United Kingdom,  the United States of
                                America or elsewhere and all penalties  charges
                                and interest  relating to any  liability
                                for or loss of relief from any of the foregoing;

     "VENDOR"                   means Vizacom Inc.;

     "VENDOR'S SOLICITORS"      means Edwards Geldard of 44 The Ropewalk,
                                Nottingham,  NG1 5EL;

     "Warranties"               means the warranties set out in Schedule 3;

2.   INTERPRETATION

2.1  The  headings  and table of contents in this  Agreement  are  inserted  for
     convenience only and shall not affect its  interpretation  or construction.

2.2  References in this Agreement to Clauses and Schedules are, unless otherwise
     stated,  references  to the  Clauses of and  Schedules  to this  Agreement.
     References to paragraphs  are  references to the paragraphs of Schedules to
     this Agreement.

2.3  The Schedules form part of this Agreement and shall have the same force and
     effect as if expressly set out in the body of this Agreement.

2.4  Words and expressions  defined in the Companies Act 1985 shall, unless they
     are otherwise defined in this Agreement or the context otherwise  requires,
     bear the same meaning in this Agreement.

2.5  References  to  statutes   shall   include  any   statutory   modification,
     re-enactment  or  extension  of such  statute and any orders,  regulations,
     instruments or other subordinate  legislation made pursuant to such statute
     (in each case) on or before the date of this Agreement.

2.6  References in this Agreement to:-

     2.6.1   the singular shall include the plural and vice versa; and

     2.6.2   "persons" shall include bodies corporate,  unincorporated
             associations and partnerships.

3. SALE OF THE SHARES

3.1  The Vendor agrees to sell and the  Purchaser  agrees to buy the Shares free
     from all liens, charges and encumbrances.

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3.2  The Shares are sold by the Vendor with full title guarantee.

4.  CONSIDERATION

4.1  The  consideration  for the sale and  purchase  of the Shares  shall be the
     payment by the  Purchaser to the Vendor of the sum of US $100 to be paid in
     cash on Completion.

4.2  On Completion, the Purchaser shall also procure the repayment by Serif Inc.
     to the Vendor in cash of US $150,000 of the Inter-Company Debt.

4.3  The  Purchaser  shall  procure  that  Serif  Inc.  complies  fully with the
     provisions of the Promissory Note.

4.4  Save as set out in the Promissory  Note,  the balance of the  Inter-Company
     Debt shall have been  capitalised  by the Vendor prior to  Completion.  The
     Vendor  accordingly  acknowledges that neither the Vendor nor any Affiliate
     of the Vendor has any claim  against the Company or Serif Inc.  save as set
     out in the Promissory Note or the BAA Agreement or the Software Licence.

4.5  Unless  otherwise  stated,  the Vendor  authorises the Purchaser to pay all
     sums due under this Agreement to the Vendor's  Solicitors.  The receipt for
     any moneys due under this Agreement by the Vendor's  Solicitors will give a
     full and valid discharge to the Purchaser.

4.6  Until the Promissory Note is repaid in full, the Vendor shall be entitled:-

     4.6.1  if the Company is late in making at least one monthly payment  under
            the Promissory  Note or in providing the information  required under
            clause  4.6.2  below,  to  examine the accounting   records  of  the
            Purchaser, the Company and Serif Inc, to the same extent as a
            director of an English  company;  this right not to be exercised
            more than once in any given year;

     4.6.2  to receive monthly management  accounts  including a balance  sheet,
            profit and loss account  and cash flow  statement  in respect of the
            Company and Serif  Inc. no later  than 15 days  after the end of the
            month in question.

5.   COMPLETION

5.1  The Purchaser  shall not be required to complete the purchase of the Shares
     unless all of the Shares  are  transferred  at the same time and all of the
     Vendor's obligations pursuant to Clauses 5.2 and 5.3 are satisfied in full.
     Subject to this, the sale and purchase is to be  completed  at the  offices
     of the  Purchaser's  Solicitors  immediately following exchange of this
     aAgreement. On Completion:-

5.2  The Vendor shall deliver to the Purchaser:

     5.2.1  duly executed transfers of the Shares in favour of the Purchaser (or
            as it may direct) together with the share certificates for the
            Shares;

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     5.2.2  the common seal (if any), certificate of incorporation  and
            certificate of  incorporation  on change of name of the
            Company and Serif Inc and  Dialog24  Limited  together  with the
            statutory books and minute books of those companies;

     5.2.3  the written resignations in the Agreed Form of Alan Schoenbart,  and
            Neil Kaufman as  directors and  secretary  of the  Company.  and the
            Subsidiaries

     5.2.4  the written resignations  in the  Agreed  Form of  Ernst & Young  as
            auditors of the Company and Dialog 24 Limited;

     5.2.5  the BAA Agreement duly executed by the Vendor;

     5.2.6  the   Software   Licence  duly   executed  by  Software   Publishing
            Corporation;

     5.2.7  the Option Letter duly executed by the Vendor;

5.3  The Vendor and the Purchaser  will then procure that a board meeting of the
     Company and the  Subsidiaries are held at which:-

     5.3.1  such persons as the Purchaser may nominate are appointed as director
            and secretary;

     5.3.2  BDO Stoy Hayward are appointed as auditors;

     5.3.3  all bank  mandates  and authorities are amended in such terms as the
            Purchaser may require; and

     5.3.4  in respect of the board meeting relating to the Company the
            transfers referred to in Clause  5.2.1 are approved for registration
            (subject only to stamping);

5.4  The Purchaser will then:-

     5.4.1  pay or procure the payment of the amounts referred to in clauses 4.1
            and 4.2 to the Vendor's Solicitors  by  means of  banker's  draft or
            telegraphic transfer;

     5.4.2  deliver to the Vendor the Software Licence, the Promissory  Note and
            the BAA Agreement duly executed by the Company and its Subsidiaries;
            and

     5.4.3  deliver to the Vendor the Newco Security Documents  duly executed by
            the Purchaser and the Negative  Pledges duly executed by the Company
            and Serif Inc.

5.5  Title to the Shares will pass to the Purchaser upon Completion.

6.   WARRANTIES OF THE VENDOR

6.1  The Vendor  warrants to the Purchaser in the terms set out in Schedule 3 as
     at Completion.

6.2  The Warranties are given subject to:-

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     6.2.1  those matters which are fairly disclosed in the  Disclosure  Letter;
            and

     6.2.2  any matters of which the Purchaser is aware on or before the date of
            this Agreement. For this purpose, the knowledge of the Purchaser
            shall be anything of which any Relevant  Director is actually aware
            or would have been aware if he had made  enquiries of employees and
            advisers of the Company into the subject matter of the Warranty.

6.3  The Vendor warrants to the Purchaser that the information  contained in the
     Disclosure Letter:

     6.3.1  is true and  accurate in all material  respects;  and

     6.3.2  does not omit  anything which would  make such  information  untrue,
            incorrect or misleading in any material respect.

6.4  Each of the Warranties gives rise to a separate and independent obligation;
     the  interpretation  of  each of the  Warranties  is not to be  limited  by
     reference to any other Warranty or the provisions of this Agreement.

6.5  All  Warranties  which  relate  to the  knowledge,  information,  belief or
     awareness of the Vendor are given by it only based on the actual knowledge,
     information and belief of the current officers of the Vendor.

6.6  Any payment required to be made by the Vendor pursuant to the Warranties is
     to be paid in cash.

6.7  No claim may be made against the Vendor for breach of the Warranties (other
     than the  Warranties  relating to Taxation)  unless notice is served on the
     Vendor within two years of Completion. Such notice shall provide sufficient
     information  to enable the Vendor to  identify  the  subject  matter of the
     claim and, where  practicable,  an estimate of the amount of the claim.

6.8  No claim may be made  against  the  Vendor  for  breach  of the  Warranties
     relating to Taxation  unless  notice is served on the Vendor within 7 years
     of Completion.  Such notice shall provide sufficient  information to enable
     the  Vendor  to  identify  the  subject  matter  of the  claim  and,  where
     practicable, an estimate of the amount of the claim.

6.9  The Vendor shall not be liable for any breach of the Warranties  unless the
     amount  claimed by the  Purchaser  in respect of such  breach or claim when
     aggregated  with all other claims for breach of the  Warranties  exceeds US
     $25,000 in which case the Vendor will be liable only for the excess  amount
     of such claims.

6.10 The aggregate liability of the Vendor for all claims made for breach of the
     Warranties shall not exceed US $400,000.

6.11 No claim may be made by the Purchaser  for breach of the  Warranties to the
     extent to which the claim is covered by  insurance or relates to any matter
     provided for or included as a liability or disclosed in the Accounts or the
     Financial  Statements  (as  defined in

                                       7
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     Schedule 3) or to the extent that a claim arises as a result of any change
     of law  occurring  after the date of this Agreement.

6.12 Any claim made by the  Purchaser  for breach of the  Warranties  shall take
     into account the extent to which the Purchaser has previously  recovered or
     recovers  compensation from a third party in relation to the subject matter
     of the claim.  The  Purchaser  shall use its best  endeavours  to prosecute
     efficiently any such claims for recovery from third parties.

6.13 No claim may be made under the  Warranties to the extent that the Purchaser
     has previously made a claim and received  compensation under the Warranties
     in respect of the same breach or subject matter.

6.14 The Vendor shall not be liable under the Warranties in respect of any claim
     based upon information provided to the Vendor or its advisers by any of the
     Relevant Directors.

6.15 The  Purchaser  shall not be  entitled  to set-off  any  amounts due by the
     Purchaser or the Company or Serif Inc. to the Vendor  pursuant to the terms
     of this  Agreement or the  Promissory  Note against the amount of any claim
     under the Warranties.

7.   WARRANTIES OF THE PURCHASER

7.1  The Purchaser warrants to the Vendor that:-

     7.1.1  the Purchaser is duly incorporated and validly existing under the
            laws of the United Kingdom and has full corporate power to enter
            into and complete this Agreement and the Newco  Security  Documents
            and the Company and Serif Inc.  have full  corporate  power and
            authority  to enter into and complete the Promissory Note, the
            Software Licence, the Negative Pledges and the BAA Agreement;

     7.1.2  the execution and delivery by the Purchaser of this Agreement and of
            the Newco Security Documents,  the performance by the Purchaser of
            its obligations under this Agreement, and the execution by the
            Company and Serif Inc. of the Promissory Note, the Software Licence,
            the Negative Pledges and the BAA Agreement, has been duly and
            validly authorised by the board of directors of the relevant
            company;

     7.1.3  this Agreement has been duly and validly executed by the Purchaser
            and constitutes,  and upon the execution and delivery by the
            Purchaser and (as the case may be) the Company of the Newco Security
            Documents,  the Negative  Pledges,  Promissory  Note, the Software
            Licence and the BAA  Agreement,  this Agreement and such other
            documents  will  contribute legal,  valid  and  binding  obligations
            of (as the  case may be) the Purchaser or the Company or Serif Inc.
            enforceable in accordance with its terms; and

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<PAGE>

     7.1.4  the execution  and delivery by the Purchaser of this  Agreement and
            of the Newco  Security  Documents  and the  execution  by the
            Company and Serif Inc. of the Promissory Note, the Software
            Licences, the Negative Pledges and the BAA  Agreement  together with
            the  performance  by the Purchaser or (as the case may be) the
            Company of its obligations under this  Agreement or under such other
            documents,  does not and will not conflict with or result in a
            violation of any of the provisions of the constitutional  documents
            for the time being of the  Purchaser or (as the case may be) the
            Company

7.2  The maximum  aggregate  liability of the Purchaser in respect of all or any
     claims  made by the  Vendor for  breach of the  warranties  set out in this
     clause 7 shall be limited to and shall not exceed $400,000.

8.   RESTRICTIONS ON THE VENDOR

8.1  For the  purpose  of  assuring  to the  Purchaser  the full  benefit of the
     goodwill and business of the Company and in  consideration of the agreement
     of the Purchaser to purchase the Shares on the terms of this Agreement, the
     Vendor hereby agrees and undertakes with and represents and warrants to the
     Purchaser and its successors in title as separate agreements, undertakings,
     representations  and warranties that except insofar as it may be authorised
     to do so by the  Purchaser in writing,  the Vendor shall not and the Vendor
     shall procure that any Affiliate of the Vendor shall not:-

     8.1.1  for the period of two years after Completion  be either  directly or
            indirectly  interested or engaged in any manner or capacity
            whatsoever in the development or sale or in any other company or
            business (except as the holder of not more than 5% in  aggregate  of
            the  issued  share capital of a company  where such shares are for
            the time being  listed or dealt with on any Recognised  Investment
            Exchange) which is engaged in  the  development  or  sale  of  any
            graphics   software  products ("Competing Products") which are
            competitive with any of the Products;

     8.1.2  for the period of two years  after  Completion, directly sell to any
            person any Competing Products or procure  orders from or do business
            with any  person, firm or company  which has at any time  during the
            period  of 12 months prior  to the  date  of this  Agreement  been a
            customer of or  done  business  with  the  Company  or  any  of  the
            Subsidiaries provided that this shall not prohibit the  procuring of
            any order or commissions  or the doing of  business  which in no way
            concerns a Competing  Product.

8.2  The Vendor  acknowledges  that the restrictions  contained in this clause 8
     are  reasonable  in all the  circumstances  but in the event  that any such
     restriction  shall  be found  to be void  but  would be valid if some  part
     thereof  was  deleted or the period or

                                       9
<PAGE>

     area of  application  reduced,  such restrictions shall apply with such
     modification as may be necessary to make it valid and effective.

8.3  The Vendor acknowledges and agrees that the Purchaser,  the Company and the
     Subsidiaries  shall be entitled to implement any convergence  marketing (as
     such term is defined in promotional literature of the Vendor) program which
     it deems appropriate  without any claims,  liabilities,  royalties or other
     payments  to the  Vendor in  respect  thereof,  so long as no  Intellectual
     Property Right of the Vendor or any of its Affiliates is used in connection
     therewith..  The Vendor  expressly  waives any rights  which it may have to
     receive any royalties or payments in relation thereto.]

9.   NAME AND GOODWILL

     The Vendor  undertakes to the Purchaser  that it will not at any time after
     Completion use the name "Serif"  (whether as a corporate or trading name or
     otherwise) or any other name which is identical to or liable to be confused
     with such name.

10.  ANNOUNCEMENTS

     Save  as may be  required  by law  or  the  regulations  of any  Recognised
     Investment Exchange,  no announcement  relating to the sale and purchase of
     the Shares shall be made by either party without the prior written  consent
     of the other party.

11.  FURTHER ASSURANCE

11.1 The Vendor and the  Purchaser  shall each do and execute  all such  further
     acts,  things,  deeds  and  documents  as may be  necessary  or  reasonably
     requested by the other to give effect to the terms of this Agreement and to
     vest in the Purchaser title to the Shares.

11.2 The Purchaser  shall use its best  endeavours to procure that the employees
     of the Company and the Subsidiaries shall co-operate as reasonably required
     (including  reasonable  payment for expenses  incurred)  with regard to the
     litigation  or  potential  litigation  between  the  Vendor  and the former
     shareholders of respectively  Junction 15 Limited and Intermethods  Limited
     and in any way  concerning  all or any of the  liabilities  assumed  by the
     Vendor pursuant to the BAA Agreement.

11.3 The Vendor shall use its best  endeavours  to procure that the employees of
     the  Vendor and its  Affiliates  shall  cooperate  as  reasonably  required
     (including  reasonable payment for expenses incurred) in any way concerning
     the assets to be  transferred  or  liabilities to be assumed by the Company
     and the Subsidiaries pursuant to the BAA Agreement.

11.4 Each of the parties  shall  deliver to the other any  documents  or records
     held by it  relating  exclusively  to the  affairs  of that  other  or that
     other's Affiliates upon written request.

12.  NOTICES

12.1 Any notice  required  to be given  pursuant to this  Agreement  shall be in
     writing signed by, or on behalf of, the person issuing the notice.  Notices
     may be served by personal

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<PAGE>


     delivery,  recognised  overnight courier service, recorded  delivery post
     or facsimile  transmission:-

     12.1.1 in the case of the Vendor,  to the address set out at the  beginning
            of this Agreement or the principal business address of the Vendor
            from time to time with a copy to Kaufman & Moomjian of 50 Charles
            Lindbergh Boulevard, Mitchel Field, New York 11553, United States of
            America for the  attention  of  Neil  Kaufman;  and

     12.1.2 in the case of the Purchaser,  to its registered office for the time
            being.

12.2 Notices served in accordance  with Clause 12.1 shall be deemed to have been
     received:-

     12.2.1 if delivered  personally or by recognised  overnight courier,,  upon
            delivery (unless such  delivery  takes place on a day which is not a
            Business Day or after 5.00p.m. on a Business Day, in which case
            notice will be deemed to have been received at 10.00a.m. on the next
            Business Day);

     12.2.2 if served by recorded delivery post, at the close of business on the
            Business Day following the date of delivery; and

     12.2.3 if served by facsimile  transmission,  upon receipt of  confirmation
            that the notice has been transmitted (unless such transmission takes
            place on a day  which is not a  Business  Day or after 5.00p.m. on a
            Business  Day,  in which  case  notice  will be  deemed to have been
            received at 10.00a.m. on the next Business Day).

12.3 In  proving  service  by post it will be  necessary  only to prove that the
     notice was properly  stamped,  addressed and posted.  In proving service by
     recognised  overnight courier,  it will be necessary only to prove that the
     notice was property  addressed and  delivered to the overnight  courier


13.  ASSIGNMENT

     No part,  shall be entitled to assign this  Agreement (or benefit or burden
     of any part or parts of it) without the prior written  consent of the other
     party.

14.  COUNTERPARTS

     This  Agreement  may be executed  in one or more parts,  each of which when
     executed shall be an original.  All counterparts  together shall constitute
     one and the same agreement.

15.  ENTIRE AGREEMENT AND VARIATIONS

15.1 This Agreement  (together with the documents referred to in this Agreement)
     constitutes  the entire  agreement  between the parties with respect to all
     matters referred to in it. [The Purchaser  irrevocably and  unconditionally
     waives any right it may have to claim damages for any misrepresentation not
     contained in this Agreement or breach of any

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<PAGE>

     warranty not contained in this Agreement unless such representation or
     warranty was made fraudulently.

15.2 No variations to this Agreement  shall be effective  unless made in writing
     and signed by all the parties.

16.  COSTS

16.1 Each party shall bear the costs of its own financial  accountancy and legal
     advice in relation to this Agreement.

16.2 Stamp duties,  documentary  taxes,  property  transfer  taxes and any other
     taxes  fees or  charges  which  may be  payable  on or in  respect  of this
     Agreement and any other document which should be brought into existence for
     the purpose of giving effect hereto or on or in respect of any  transaction
     or transfer of property  pursuant hereto shall save as otherwise  expressly
     agreed be performed by the party which would  usually and  customarily  pay
     the same which (for the avoidance of doubt) means the Purchaser in the case
     of any stamp duty on the transfer of the Shares pursuant to this Agreement.

17.  SURVIVAL OF CERTAIN PROVISIONS

     This  Agreement  shall remain in full force and effect after  Completion in
     respect of any matters,  covenants or conditions  which shall not have been
     fulfilled or performed prior to Completion and the Warranties and all other
     obligations  given or undertaken  shall (except for any  obligations  fully
     performed)  continue in full force and effect  notwithstanding  Completion.

18.  WAIVERS

     No omission to exercise or delay in  exercising on the part of any party to
     this  Agreement  any right,  power or remedy  provided by law or under this
     Agreement shall  constitute a waiver of such right,  power or remedy or any
     other  right,  power or remedy or impair  such right,  power or remedy.  No
     single  or  partial  exercise  of any such  right,  power or  remedy  shall
     preclude or impair any other or further exercise thereof or the exercise of
     any other right, power or remedy provided by law or under this Agreement.

19.  GOVERNING LAW

     This  Agreement  shall be  governed by and  construed  in  accordance  with
     English law. The parties agree to submit to the non-exclusive  jurisdiction
     of the  English  Courts as regards any claim or matter  arising  under this
     Agreement.

IN WITNESS of which the parties have executed this Agreement on the date set out
above.

                                       12
<PAGE>

                                   SCHEDULE 1

                   DETAILS OF THE COMPANY AND THE SUBSIDIARIES

                                     PART I

SERIF (EUROPE) LIMITED

NAME:                                   Serif (Europe) Limited

REGISTERED OFFICE:                      Unit 12 Wilford Industrial Estate,
                                        Nottingham, NG11 7EP

COMPANY NUMBER:                         2117968

DATE OF INCORPORATION:                  1 April 1987

AUTHORISED SHARE CAPITAL:               188,620  Deferred  Ordinary  Shares of
                                        BP1 each,  2,327,903  Ordinary  Shares
                                        of $1 each,  188,620  Ordinary  Shares
                                        of $0.0001 each,  21,460  Deferrred 8%
                                        Preference Shares of BP1 each and 21,460
                                        8p Preference Shares of $0.0001 each

ISSUED SHARE CAPITAL:                   The Shares

DIRECTORS:                              Gary Bates, David Southgate, Vincent
                                        DiSpigno, Neil Kaufman and
                                        Alan Schoenbart

SHAREHOLDER:                            Vizacom Inc.

CHARGES/MORTGAGES:                      Mortgage  Debenture dated 9 October 1989
                                        and Charge over Credit Balances dated 11
                                        October 1994 in favour of National
                                        Westminster Bank plc


                                     PART II

NAME:                                   Serif Inc

REGISTERED OFFICE:                      n/a

COMPANY NUMBER:                         n/a

DATE OF INCORPORATION:                  28 January 1988

AUTHORISED SHARE CAPITAL:               1,000 Shares of Common Stock, no par
                                        value

ISSUED SHARE CAPITAL:                   121.405

DIRECTORS:                              Vincent DiSpigno and Neil Kaufman

SHAREHOLDER:                            Serif (Europe) Limited


                                       13

<PAGE>


CHARGES/MORTGAGES:                      See Disclosure Letter

                                    PART III

DIALOG 24 LIMITED

NAME:                                   Dialog24 Limited

REGISTERED OFFICE:                      Unit 12, Wilford Industrial Estate,
                                        Nottingham, NG11 7EP

COMPANY NUMBER:                         3910833

DATE OF INCORPORATION:                  20 January 2000

AUTHORISED SHARE CAPITAL:               BP1,000 divided into 1,000 Ordinary
                                        Shares of BP2 divided into 2 Ordinary
                                        Shares of BP1 each

ISSUED SHARE CAPITAL:

DIRECTORS:                              Gary Bates, David Southgate, Vincent
                                        DiSpigno, Neil Kaufman and Alan
                                        Schoenbart

SHAREHOLDER:                            Serif (Europe) Limited

CHARGES/MORTGAGES:                      None.

                                     PART IV

SERIF GMBH

NAME:                                   Serif GmbH

REGISTERED OFFICE:                      Handelsregister Aachen

COMPANY NUMBER:                         HRB 8054

DATE OF INCORPORATION:                  14 January 1999

AUTHORISED SHARE CAPITAL:               25,000 Euros

ISSUED SHARE CAPITAL:                   25,000 Euros

DIRECTORS:                              David Charles Southgate

SHAREHOLDER:                            Serif (Europe) Limited

CHARGES/MORTGAGES:                      None

                                       14
<PAGE>



                                   SCHEDULE 2

                         The Graphics Software Products





1.      PagePlus                        Desk top publishing range

2.      DrawPlus                        Graphics and illustration range

3.      PhotoPlus                       Digital image editing range

4.      3DPlus                          Three dimensional graphic editing range

5.      WebPlus                         Website authoring range

6.      Clip art and stock photograph collections



                                       15
<PAGE>

                                   SCHEDULE 3

                                   WARRANTIES
1.   INTERPRETATION

     In this Schedule 3, the following expressions shall have the following
     meanings:-

     "COMPANY"                       notwithstanding the definition contained
                                     in  clause  1,  the  Company  and  each
                                     of the Subsidiaries as if the Warranties
                                     were set out in full in respect  of each
                                     such  company save as expressly stated
                                     otherwise in this Schedule;

     "CONTRACT"                      any agreement, arrangement or
                                     understanding whether legally binding
                                     or not.

2.   CAPACITY

     The  execution  and delivery of and  performance  by the Vendor of its
     obligations  pursuant to this  Agreement  will not conflict  with,  or
     result in a breach of:-

2.1  any contract or arrangement to which the Vendor is a party or subject; or

2.2  any order, judgement,  ordinance,  regulation or other restriction relating
     to the Vendor  imposed by a regulatory  body or court  having  jurisdiction
     over it.

3.   THE SHARES

3.1  The Shares  comprise  the entire  issued  share  capital of Serif  (Europe)
     Limited.  So far as the Vendor is aware,  no other  person has been granted
     any right or  option to  subscribe  for any  share or loan  capital  in the
     Company whether exercisable now or at any time in the future.

3.2  There are no rights of  pre-emption  over or  restrictions  relating to the
     sale of the Shares  which might  operate to restrict the sale of the Shares
     to the Purchaser.

3.3  The  information  contained  in  Schedule 1 with  respect to Serif Inc.  is
     complete  and  accurate in all  respects.

4.   THE ACCOUNTS AND FINANCIAL STATEMENTS

     Attached  hereto  as  Schedule  4  are  the  unaudited  internal  financial
     statements of Serif Inc. (the "Financial Statements") for the calendar year
     ended December 31, 2000.

     4.1  For the relevant periods, the Financial Statements: (1) present fairly
          the financial  position of Serif Inc. at such dates and the results of
          operations  and cash flows for the  respective  periods  ended on such
          dates;   and  (2)  were  prepared  on  a  basis  consistent  with  the
          consolidated  financial statements of Vendor (which have been prepared
          in  accordance  with  United  States  generally

                                       16
<PAGE>


          accepted   accounting   principles   ("GAAP")),   subject   to  normal
          adjustments  and do not  contain  footnotes  that would be required by
          GAAP. The Financial  Statements  are in accordance  with the books and
          records maintained by Serif Inc.

     4.2  As at December 31, 2000, Serif Inc. had no liabilities, commitments or
          obligations of any nature,  not shown and  adequately  provided for in
          the  Financial  Statements as of such date or in the Schedules to this
          Agreement.

5    TAXATION

5.1  SERIF INC.

     (a)  True and correct copies of Serif Inc.'s New Hampshire state income tax
          returns  (unitary  filing) for the years ended  December  31, 1998 and
          1999,  have  been  delivered  to  Buyer.  All tax  returns  (including
          information  returns)  required by any jurisdiction to have been filed
          by or with respect to Serif Inc.  have been timely  filed,  except for
          returns with respect to which  extensions have been granted,  and each
          such return is true, correct and complete.

     (b)  Except as set forth in  Schedule 4, all  liabilities  of Serif Inc. to
          any  jurisdiction  for  taxes of  every  kind  and  nature,  including
          interest  thereon and penalties  with respect  thereto,  (collectively
          "Taxes")  relating to any period  prior to 31 December  2000 have been
          timely  paid by Serif Inc.  or are  accrued  and  provided  for in the
          Financial  Statements  for the period ended  December  31,  2000.  Any
          liability for Taxes incurred by Serif Inc. since December 31, 2000 was
          incurred in the ordinary course of business.

     (c)  Neither the  Internal  Revenue  Service nor any state,  local or other
          taxing  authority  has  proposed  any  additional  taxes,  interest or
          penalties  with  respect to Serif Inc. or any of their  operations  or
          business;   there  are  no  pending  or   threatened   tax  claims  or
          assessments;  and there are no pending or threatened tax  examinations
          by any taxing authorities.

     (d)  Serif Inc. has not given any waivers of rights (which are currently in
          effect) under  applicable  statutes of limitations with respect to the
          federal  income tax returns for any fiscal  year.  Serif Inc.  has not
          consented to the application of Section 341(f) of the Code.

     (e)  Since  August 31,  1996,  Serif Inc.  has been a "C"  corporation,  as
          defined in Section 1361(a) of the Code.

                                       17
<PAGE>

5.2  Serif  Inc has  available  net  operating  loss  carryforwards  of at least
     $6,300,000  for U.S.  Federal  income tax purposes,  after giving effect to
     projected losses in 2000.

5.3  SERIF (EUROPE) LIMITED

     The Vendor has not received any notice,  claim or  correspondence  from any
     Taxation  authority  with regard to the Taxation  affairs of Serif (Europe)
     Limited which has not been copied to the Relevant Directors.

6.   EVENTS SINCE THE ACCOUNTS DATE

6.1  Since the Accounts Date to the knowledge of the Vendor:-

     6.1.1 Serif Inc. has  carried on its  business  in the  ordinary  and usual
           course without any material interruption or alteration in the nature,
           scope or manner of its operation except pursuant to the  transactions
           contemplated by this Agreement;

     6.1.2 Serif Inc. has not disposed of any assets or assumed any  liabilities
           otherwise than in the ordinary and normal course of carrying on its
           business;

7.   LITIGATION

7.1  So far as the Vendor is aware, Serif Inc. is not at present engaged whether
     as  plaintiff,  defendant  or  otherwise  in  any  material  legal  action,
     proceedings or arbitration in connection with its business or otherwise.

7.2  So far as the Vendor is aware,  there is no material  claim,  legal action,
     litigation,  arbitration or prosecution,  pending, current or threatened by
     or against Serif Inc. or to which Serif Inc. is or may become a party or in
     respect of which Serif Inc. is or may become  vicariously  liable or liable
     to indemnify any party concerned.

8.   CONTRACTUAL COMMITMENTS

     Neither the Vendor nor any Affiliate of the Vendor (other than the Company)
     nor any of their respective officers or employees has committed the Company
     to any Contract of which the Relevant Directors are not actually aware save
     to the extent disclosed in the Disclosure Letter.

9.   TITLE

     So far as the Vendor is aware, Serif Inc. is the legal and beneficial owner
     of all of the assets used by it in its  business and none of its assets are
     subject to any leasing,  hire purchase,  contract hire, rental, credit sale
     or similar  agreement or arrangement or any lien,  charge or encumbrance or
     other  third  party  right  save to the  extent  set out in the  Disclosure
     Letter.

                                       18
<PAGE>

10.  INTELLECTUAL PROPERTY

10.1 Neither the Vendor nor any Affiliate of the Vendor (other than the Company)
     has any  interest or right in the  Intellectual  Property  Rights which are
     owned by or used in the  business  of the  Company  save  for  Intellectual
     Property Rights licensed pursuant to the Software License.

10.2 No  notice  has  been  given  by a  third  party  to Neil  Kaufman  or Alan
     Schoenbart  to the effect  that the  processes  employed  in the  products,
     computer  software  and  services  dealt  in by the  Company  infringe  any
     Intellectual  Property  Rights  (whether  registered  or not) vested in any
     other party.

10.3 Neither the Vendor nor any Affiliate of the Vendor (other than the Company)
     has transferred any of the Intellectual Property Rights owned by or used in
     the business of the Company.

11.  INSOLVENCY

11.1 No resolutions have been passed and so far as the Vendor is aware, no order
     has  been  made  or  any  other  proceeding  commenced  in  respect  of the
     insolvency of Serif Inc.

11.2 So far as the Vendor is aware,  no  distress,  execution  or other  process
     which remains undischarged has been levied on the assets of Serif Inc.




EXECUTED as a DEED by                )
VIZACOM INC. acting by:-             )  /s/ Vincent DiSpigno
                                     )
                                        /s/ Neil M. Kaufman




EXECUTED as a DEED by GW 313 LIMITED )
acting by:-                          )
                                     )            Director     /s/ Gary Bates
                                     )                      --------------------
                                     )
                                     )    Director/Secretary /s/ David Southgate
                                                            --------------------


                                       19