DATED          31st March 2001
                         ------------------------------







                               (1) GW 313 LIMITED



                                (2) VIZACOM INC.











                               CHARGE OVER SHARES
           AS SECURITY IN RESPECT OF CERTAIN OBLIGATIONS OF SERIF INC.









                                 Edwards Geldard
                                 44 The Ropewalk
                                   Nottingham
                                     NG1 5EL

                               Tel: 0115 840 4499
                               Fax: 0115 840 4500
                                    DX: 10010
                                  REF: MJR/JAH

<PAGE>


THIS CHARGE is dated                          31st March 2001 and made between:-


(1)  GW 313 LIMITED a company  incorporated in England  (company number 4180821)
     whose  registered  office is at Windsor House, 3 Temple Row,  Birmingham B2
     5JR ("the Chargor"); and


(2)  VIZACOM  INC. a  corporation  incorporated  in the State of Delaware  whose
     principal place of business is situated at 3912 Veterans' Memorial Highway,
     Bohemia, New York, 11716, United States of America ("the Chargee").

WITNESSES as follows:-

1.   COVENANT TO PAY


     1.1  The Chargor  covenants with the Chargee that it will on demand pay and
          discharge  to the  Chargee  all  monies  obligations  and  liabilities
          whether  principal  interest or otherwise which are or may at any time
          in the  future be due for  payment or  discharge  by Serif Inc.  ("the
          Company") to the Chargee  under or in respect of the  Promissory  Note
          whether actual or contingent and whether alone severally or jointly as
          principal  guarantor surety or otherwise and in whatever name or style
          and  whether on any  current or other  account or in any other  manner
          together  with  interest  charges and other  expenses so that interest
          shall be calculated  and compounded as may be agreed from time to time
          between the  parties  or, if not agreed,  at an annual rate equal to 4
          per cent per annum  above the base rate from time to time of  National
          Westminster  Bank  plc as well  after as  before  any  demand  made or
          judgement  obtained.  For the  purposes  of this  Charge  the  term or
          expression  Promissory  Note,  shall have the same meaning ascribed to
          that term in the Share Acquisition Agreement executed and completed on
          even date by the Chargee and the Chargor.

2.   CHARGE

     2.1  The Chargor  with  full title guarantee and as continuing security for
          the  payment and discharge  of all monies obligations and  liabilities
          hereby covenanted to be paid or discharged by the Chargor charges   to
          the  Chargee  the  Chargor's shares  in  the  capital  of Serif Europe
          Limited  and  all  stock shares  warrants or other  securities  rights
          dividends interest  or other  property  whether of a capital or income
          nature  accruing  offered  issued  or  deriving  at any time by way of
          dividend bonus redemption  exchange purchase substitution   conversion
          consolidation  subdivision preference option or otherwise attributable
          to any of  such  shares  or any of the  derivative  assets  previously
          described  with the intent  that the  security  so  constituted  shall
          extend to all  beneficial  interest  of the Chargor in such shares and
          derivative  assets and to any proceeds of sale or other realisation of
          such shares or derivative assets

3.   DEPOSIT OF TITLE DOCUMENTS AND FURTHER ASSURANCE

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     3.1  The Chargor  shall on the execution  of this Charge  deposit  with the
          Chargee all stock or share certificates or other documents of title to
          or representing the property charged by this Charge together with such
          duly executed  transfers or  assignments in favour of the Chargee with
          the name of the transferee  date and  consideration  left blank as the
          Chargee  may  require  to enable  the  Chargee to vest the same in the
          Chargee  or its  nominees  at any time  after  this  Charge has become
          enforceable  and  to the  intent  that  the  Chargee  may at any  time
          thereafter  without notice  present such transfers or assignments  for
          registration

     3.2  The  Chargor  shall subject to clause 3.3 upon the accrual offer issue
          or  receipt  of  any  derivative  assets  as referred to in clause 2.1
          deliver or pay to the  Chargee  or  procure the delivery or payment to
          the Chargee of  all  such derivative assets  or  the  stock  or  share
          certificates  or other  documents  of title  to or  representing  them
          together with such duly executed transfers or assignments in favour of
          the Chargee  with the name of the  transferee  date and  consideration
          left blank as the  Chargee  may  require to enable the Chargee to vest
          the same in the Chargee or its  nominees at any time after this Charge
          has become  enforceable  and to the intent that the Chargee may at any
          time  thereafter  without notice present such transfers or assignments
          for registration

     3.3  Until such time as this  Charge  has become  enforceable  the  Chargee
          will:-

          3.3.1  hold all dividends interest and other income  deriving from and
                 received by them in respect  of any  property  charged  by this
                 Charge  for  the  account  of  the  Chargor  and  will pay such
                 dividends interest and other income to the Chargor on  request;
                 and

          3.3.2  exercise all voting and other rights and powers attached to the
                 property charged by this Charge as the Chargor may from time to
                 time in writing  reasonably direct provided that such direction
                 does  not  adversely affect the property charged by this Charge
                 and is not otherwise inconsistent with this Charge

     3.4  Without  prejudice  to  anything  else  contained  in this  Charge the
          Chargor shall at anytime at the request of the Chargee but at the cost
          of the Chargor  promptly  sign seal  execute  deliver and do all deeds
          instruments transfers renunciations proxies notices documents acts and
          things in such form as the Chargee  may from time to time  require for
          creating  perfecting  or  protecting  the  security  over the property
          charged  by this  Charge  or any  part of it or for  facilitating  its
          realisation

4.   REPRESENTATIONS WARRANTIES AND COVENANTS BY THE CHARGOR

     4.1  The Chargor  represents  and  warrants  to the Chargee and  undertakes
          that:-
<PAGE>

          4.1.1 he is and will be the sole absolute and beneficial owner and the
                registered holder of all of the property  charged by this Charge
                free from  encumbrances  with full title guarantee  and will not
                create  or  attempt  create or  permit to arise or  subsist  any
                encumbrance other than this Charge on or over the said property;
                and

          4.1.2 he has not sold or otherwise  disposed  of or  agreed to sell or
                otherwise dispose of or granted or agreed to grant any option in
                respect of all or any of his right title and  interest in and to
                the  property  charged by this Charge or any part of it and will
                not  do  any of the foregoing at any time during the subsistence
                of this Charge

     4.2  The Chargor shall not do or cause or permit  anything to be done which
          may adversely  affect the security  created or purported to be created
          by this Charge or which is a  variation  or  abrogation  of the rights
          attaching to or  conferred by all or any part of the property  charged
          by this Charge  without the prior  written  consent of the Chargee and
          shall take such action as the Chargee may in its discretion  direct in
          relation  to  any  proposed  compromise   arrangement   reorganisation
          conversation repayment offer or scheme of arrangement affecting all or
          any part of the property charged by this Charge

5.   RIGHTS OF THE CHARGEE

     5.1  The Chargee may at its discretion  at any time after  this  Charge has
          become  enforceable  (in the  name of the  Chargor  or  otherwise  and
          without any consent or authority on the part of the Chargor)  exercise
          the following  rights and powers in respect of the property charged by
          this Charge:-

          5.1.1 any  voting  rights  and  any  powers  or  rights  which  may be
                exercised  by  the  person  or  persons  in  whose name or names
                property  charged by this Charge is registered; and

          5.1.2 all the powers  given to  trustees by Sections 10 (3) and (4) of
                the  Trustee  Act 1925 (as amended by Section 9 of the  Trustees
                Investments  Act  1961) in respect  of  securities  or  property
                subject to a trust

     5.2  The  powers  conferred  on  the  Chargee  by this Charge are solely to
          protect its interest in the property  charged by this Charge and shall
          not impose any duty on the Chargee to exercise  any such  powers.  The
          Chargee  shall not be liable to account as mortgagee in  possession in
          respect of all or any of the property charged by this Charge and shall
          not be liable  for any loss upon  realisation  or for any  failure  to
          present any interest  coupon or any bond or stock drawn for  repayment
          or for any  failure  to pay any call or  instalment  or to accept  any
          offer or to notify the  Chargor of any such  matter or for any failure
          to ensure  that the  correct  amounts (if any) are paid or received in
          respect of the  charged  property  or for any other loss of any nature
          whatsoever in connection with the charged property
<PAGE>

6.   ENFORCEMENT

     6.1 This Charge shall become enforceable:-

          6.1.1 if any of the monies obligations and liabilities secured by this
                Charge  shall  not  be  paid  or  discharged by the  Chargor  in
                accordance with clause 1; or

          6.1.2 if  the  Chargor  or  the  Company  shall  be  in  breach of any
                provision of this Charge or of any  agreement or other  document
                containing  any  terms and  conditions  of or applicable  to the
                monies  obligations  and  liabilities secured by this Charge and
                such  breach,  if  capable  of remedy,  is not  remedied  to the
                reasonable  satisfaction of the  Chargee  within  30 days of the
                Chargor's knowledge of the breach

     6.2  Sections 93 and 103 of the Law of Property Act 1925 shall not apply to
          this Charge and the statutory power of sale and all other powers under
          that or any other Act as varied or extended by this Charge shall arise
          on and be  exercisable  at any time  after  the  Chargees  shall  have
          demanded  the payment or discharge by the Chargor of all or any of the
          monies obligations and liabilities secured by this Charge

7.   POWER OF SALE

     7.1  At any time after the security constituted  by this  Charge has become
          enforceable  the  Chargee may  without  further  notice to the Chargor
          exercise  the power to sell or  otherwise  dispose of the whole or any
          part of the charged property, in such manner and on such terms and for
          such consideration  (whether payable immediately or by instalments) as
          the Chargee  shall in its  absolute  discretion  think fit and without
          liability for loss whatsoever, and may (without prejudice to any right
          which they may have under any other  provision of this  Charge)  treat
          such part of the  charged  property as consists of money as if it were
          the proceeds of such a sale or other  disposal  and the Chargee  shall
          after the  payment  of any  claims  having  priority  to the  security
          created by this Charge  apply the proceeds in paying the costs of sale
          or other  disposal  and in or  towards  the  discharge  of the  monies
          obligations  and  liabilities  secured by this Charge in such order as
          the Chargee in its absolute  discretion  think fit and the surplus (if
          any) of such proceeds shall be paid to the person or persons  entitled
          to it

8.   PROTECTION OF THIRD PARTIES

     8.1  No purchaser mortgagee  or other person dealing with the Chargee shall
          be concerned to enquire whether the monies obligations and liabilities
          secured by this Charge have become  payable or whether any power which
          the  Chargee is  purporting  to  exercise  has become  exercisable  or
          whether any money is due under this Charge or as to the application of
          any money paid raised or borrowed or as to the propriety or regularity
          of any sale by or other dealing with the Chargee.  All the  protection
          to purchasers contained in Sections 104 and 107 of the Law of Property

<PAGE>


          Act 1925 shall apply to any person purchasing from or dealing with the
          Chargee as if the monies  obligations and liabilities  secured by this
          Charge had become due and the statutory  powers of sale in relation to
          the charged property had arisen on the date of this Charge

9.   POWER OF ATTORNEY

     9.1  The  Chargor  by  way  of  security  irrevocably  appoints the Chargee
          jointly and  severally to be the attorney of the Chargor  (with powers
          of  substitution  and  delegation)  for the Chargor and in its name or
          otherwise  and on its  behalf  and as its  act and  deed to sign  seal
          execute  deliver  perfect  and  do  all  deeds  instruments  transfers
          renunciations  proxies  notices  documents  acts and things  which the
          Chargor  may  or  ought  to do  under  the  covenants  and  provisions
          contained  in this Charge and  generally in its name and on its behalf
          to  exercise  all or any of the  powers  authorities  and  discretions
          conferred  by or pursuant to this Charge or by the Law of Property Act
          1925 on the Chargee and to execute and deliver and  otherwise  perfect
          any deed  assurance  agreement  instrument  or act which they may deem
          proper in the  exercise  of all or any of the  powers  authorities  or
          discretions conferred on the Chargee pursuant to this Charge

10.  MISCELLANEOUS

     10.1 The  Chargee  may  without  discharging  or  in  anyway  affecting the
          security  created by this  Charge or any remedy of the  Chargee  grant
          time or other  indulgence or abstain from  exercising or enforcing any
          remedies  securities  guarantees or other rights which they may now or
          in the  future  have  from or  against  the  Chargor  and may make any
          arrangement  variation or release  with any person or persons  without
          prejudice  either to this Charge or the  liability  of the Chargor for
          the monies obligations and liabilities secured by this Charge

     10.2 The Chargee shall have a full and unfettered right to assign the whole
          or any part of the  benefit  of this  Charge and the  expression  "the
          Chargee"  shall  include  its  successors  and assigns and the Chargee
          shall be  entitled  to  disclose  any  information  to any  actual  or
          prospective assignee successor or participant

     10.3 Any demand or notice under this Charge may be served personally on the
          Chargor or may be sent by post  facsimile  or may be  delivered to the
          last known  residential  address  of the  Chargor.  If such  demand or
          notice is sent by post it shall be deemed to have been received on the
          day  following  the day on which it was posted and shall be  effective
          notwithstanding  that  it was not in fact  delivered  or was  returned
          undelivered.  If sent by  facsimile  it shall be  deemed  to have been
          received (whether or not actually received) at the time of dispatch as
          stated on the facsimile transmission slip

     10.4 This Charge shall be governed by and construed in accordance  with the
          laws  of  England  and  the  Chargor  irrevocably  submits  to the non
          exclusive jurisdiction of the English Courts

<PAGE>


        IN WITNESS whereof the Chargor and the Chargee have executed this Charge
as a Deed

<PAGE>


EXECUTED as a DEED by
GW 313 LIMITED
acting by:



        Director   /s/ James Bryce



        Secretary/Second Secretary   /s/ David Southgate





EXECUTED as a DEED by                           /s/ Vincent DiSpigno
VIZACOM INC.
in accordance with its constitution and         /s/ Neil M. Kaufman
the laws of the State of Delaware