UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

|X|          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2002

|_|         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the transition period from _______to________

                         Commission file number: 1-14076

                                  VIZACOM INC.
        (Exact name of small business issuer as specified in its charter)

               Delaware                                    22-3270045
     (State or other jurisdiction                         (IRS Employer
   of incorporation or organization)                  Identification Number)

                         3512 Veterans Memorial Highway
                             Bohemia, New York 11716

                    (Address of principal executive offices)

                                 (631) 981-5500
                           (Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 7,171,442 shares of Common Stock, as
of October 31, 2002.

Transitional Small Business Disclosure Format (check one): Yes |_|   No |X|

<PAGE>

                                  VIZACOM INC.

                                TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION

<TABLE>
<CAPTION>
Item                                                                                                Pages
                                                                                                    -----
<S>                                                                                                  <C>
Item 1. Financial Statements:

Condensed Consolidated Balance Sheets as of September 30, 2002 (Unaudited) and December 31, 2001      3

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended
     September 30, 2002 and 2001 (Unaudited)                                                          4

Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficiency)
     for the Nine Months Ended September 30, 2002 (Unaudited)                                         5

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
     September 30, 2002 and 2001 (Unaudited)                                                          6

Notes to Condensed Consolidated Financial Statements                                                 7-20

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations       21-28

PART II - OTHER INFORMATION                                                                          29-32

SIGNATURES                                                                                           33

CERTIFICATION OF CHIEF EXECUTIVE OFFICER                                                             34

CERTIFICATION OF CHIEF FINANCIAL OFFICER                                                             35
</TABLE>


                                       2
<PAGE>

                                  VIZACOM INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                                September 30,     December 31,
                                                                                                    2002              2001
                                                                                                ------------      ------------
ASSETS                                                                                           (Unaudited)
<S>                                                                                             <C>               <C>
Current assets:
       Cash                                                                                     $     92,110      $    289,603
       Receivables
               Trade, less allowances of $68,850 and $125,000                                        275,323           981,237
               Notes                                                                                 384,734           429,218
       Inventories                                                                                    37,642           190,730
       Prepaid expenses and other current assets                                                     174,245           259,322
                                                                                                ------------      ------------
               Total current assets                                                                  964,054         2,150,110
Property and equipment, net                                                                          103,612           175,080
Goodwill, net of accumulated amortization of $1,083,368 at December 31, 2001                              --         3,589,590
Other intangible assets, net of accumulated amortization of $1,661,700 at December 31, 2001               --         1,873,631
Note receivable, long term                                                                                --           263,443
Deferred consulting costs                                                                             88,167           665,031
Restricted assets                                                                                    197,026           206,460
Other assets                                                                                          43,158            50,027
                                                                                                ------------      ------------
               Total assets                                                                     $  1,396,017      $  8,973,372
                                                                                                ============      ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
       Bank note payable                                                                        $    904,172      $  1,214,172
       Inventory financing payable                                                                   138,184                --
       Note payable to law firm                                                                      464,342           464,342
       Bridge loan payable                                                                           150,000                --
       Other current debt                                                                             61,470           267,733
       Related party notes and other payables                                                        847,440           311,791
       Accounts payable                                                                            1,786,343         2,143,446
       Accrued liabilities                                                                         1,499,837         1,612,856
       Common stock, 85,434 shares subject to put option                                              61,086                --
                                                                                                ------------      ------------
               Total current liabilities                                                           5,912,874         6,014,340
Convertible notes                                                                                         --           150,420
                                                                                                ------------      ------------
               Total liabilities                                                                   5,912,874         6,164,760
                                                                                                ------------      ------------

Commitments and contingencies

Stockholders' equity (deficiency):
       Common stock, par value $.001 per share,
          60,000,000 shares authorized, 7,086,318 and 4,750,008 shares issued                          7,086             4,750
       Additional paid-in capital                                                                 78,131,447        76,711,803
       Accumulated deficit                                                                       (82,541,299)      (73,768,836)
       Accumulated other comprehensive loss                                                         (103,696)         (106,210)
       Treasury stock, 310 shares, at cost                                                           (10,395)          (10,395)
       Common stock cancelable                                                                            --           (22,500)
                                                                                                ------------      ------------
               Total stockholders' equity (deficiency)                                            (4,516,857)        2,808,612
                                                                                                ------------      ------------
               Total liabilities and stockholders' equity (deficiency)                          $  1,396,017      $  8,973,372
                                                                                                ============      ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>

                                  VIZACOM INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                            Three Months Ended Sept.30,        Nine Months Ended Sept. 30,
                                                           ----------------------------      ------------------------------
                                                               2002             2001             2002               2001
                                                           -----------      -----------      ------------      ------------
<S>                                                        <C>              <C>              <C>               <C>
Net sales
       Hardware                                            $   621,784      $ 1,477,153      $  2,952,478      $  9,065,999
       Service                                                  98,957          435,621           299,950         1,583,810
                                                           -----------      -----------      ------------      ------------
                                                               720,741        1,912,774         3,252,428        10,649,809
                                                           -----------      -----------      ------------      ------------

Cost of sales
       Hardware                                                507,097        1,222,285         2,527,103         8,003,769
       Service                                                  77,735          268,039           234,925         1,009,674
                                                           -----------      -----------      ------------      ------------
                                                               584,832        1,490,324         2,762,028         9,013,443
                                                           -----------      -----------      ------------      ------------

Gross profit                                                   135,909          422,450           490,400         1,636,366

Selling, general and administrative expenses                   771,209        1,074,696         2,878,724         3,607,678
Amortization of goodwill                                            --           84,207                --           252,620
Amortization of other intangibles                               18,108          237,386           205,841           712,157
Depreciation and amortization                                   73,414          321,656           693,559           843,310
Impairment losses                                              660,789               --         5,607,379                --
Restructuring expenses                                              --               --                --           187,584
Realized loss on marketable securities                              --               --                --            85,226
Other (income) expense, net                                     (8,364)          47,438          (122,640)          153,989
                                                           -----------      -----------      ------------      ------------
                                                             1,515,156        1,765,383         9,262,863         5,842,564

       Loss from continuing operations                      (1,379,247)      (1,342,933)       (8,772,463)       (4,206,198)

Discontinued operations:
       Income from operations of discontinued
          businesses                                                --               --                --           139,384
       Gain on sale of discontinued operations                      --               --                --         1,473,337
                                                           -----------      -----------      ------------      ------------
       Income from discontinued operations                          --               --                --         1,612,721

       Net loss                                            $(1,379,247)     $(1,342,933)     $ (8,772,463)     $ (2,593,477)
                                                           ===========      ===========      ============      ============

Net income (loss) per common share:
        Continuing operations                              $     (0.19)     $     (0.64)     $      (1.44)     $      (2.17)
        Discontinued operations                            $        --      $        --      $         --      $       0.83
                                                           -----------      -----------      ------------      ------------

        Net loss per common share -  basic and diluted     $     (0.19)     $     (0.64)     $      (1.44)     $      (1.34)
                                                           ===========      ===========      ============      ============
        Weighted average number of common shares
          outstanding - basic and diluted                    7,246,832        2,093,307         6,110,639         1,940,993
                                                           ===========      ===========      ============      ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>

                                  VIZACOM INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                              Common Stock           Additional
                                                       ----------------------         Paid-In          Accumulated
                                                         Shares         Amount        Capital            Deficit
                                                       ----------      -------      ------------      ------------
<S>                                                     <C>            <C>          <C>               <C>
Balance at December 31, 2001                            4,750,008      $ 4,750      $ 76,711,803      $(73,768,836)
Currency translation adjustment                                             --                --                --
Net loss                                                       --           --                --        (8,772,463)
                                                                                                      ------------
Total comprehensive loss                                       --           --                --        (8,772,463)
                                                                                                      ------------
Sale of common stock in private placements, net         1,490,066        1,490           759,290                --
Common stock issued in connection with:
   Convertible notes                                      240,760          241           135,234                --
   Settlement of Community Towers, LLC lawsuit
      For settlement obligation *                         170,976          171           138,743                --
   Settlement of liabilities                              178,794          178           140,400                --
   Satisfaction of bridge loans                           285,714          286           199,714                --
Warrants issued in connection with debt financings             --           --            68,733                --
Common stock cancelled                                    (30,000)         (30)          (22,470)               --
                                                       ----------      -------      ------------      ------------
Balance at September 30, 2002                           7,086,318      $ 7,086      $ 78,131,447      $(82,541,299)
                                                       ==========      =======      ============      ============

<CAPTION>
                                                         Accumulated                                    Total
                                                            Other                       Common       Stockholders'
                                                        Comprehensive     Treasury       Stock          Equity
                                                             Loss           Stock     Cancellable    (Deficiency)
                                                           ---------      --------      --------      -----------
<S>                                                        <C>            <C>           <C>           <C>
Balance at December 31, 2001                               $(106,210)     $(10,395)     $(22,500)     $ 2,808,612
Currency translation adjustment                                2,514
Net loss                                                          --            --            --               --
                                                           ---------
Total comprehensive loss                                       2,514            --            --       (8,769,949)
                                                           ---------
Sale of common stock in private placements, net                   --            --            --          760,780
Common stock issued in connection with:
   Convertible notes                                              --            --            --          135,475
   Settlement of Community Towers, LLC lawsuit
      For settlement obligation *                                 --            --            --          138,914
   Settlement of liabilities                                      --            --            --          140,578
   Satisfaction of bridge loans                                   --            --            --          200,000
Warrants issued in connection with debt financings                --            --            --           68,733
Common stock cancelled                                            --            --        22,500               --
                                                           ---------      --------      --------      -----------
Balance at September 30, 2002                              $(103,696)     $(10,395)     $     --      $(4,516,857)
                                                           =========      ========      ========      ===========
</TABLE>

*     Not reflected on this statement are 85,434 shares subject to a put option
      included in current liabilities and 96,154 shares pledged against a
      $75,000 cash payment required by the settlement. See Note 7.

See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>

                                  VIZACOM INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          Nine Months Ended Sept. 30,
                                                                          ----------------------------
                                                                              2002            2001
                                                                          -----------      -----------
<S>                                                                       <C>              <C>
Operating activities:
Loss from continuing operations                                           $(8,772,463)     $(4,206,198)
Adjustments to reconcile loss from continuing operations
   to net cash used in operating activities:
   Depreciation and amortization                                              899,400        1,831,940
   Impairment losses                                                        5,607,379               --
   Provision for doubtful accounts                                            112,684          279,688
   Warrants issued for debt financing and charged to interest expense          62,704               --
   Realized loss on marketable securities                                          --           85,226
   Realized loss on sale of property and equipment                                 --              891
   Warrants and stock options issued for services                                  --          239,811
   Changes in assets and liabilities, net of effects of disposition:
      Receivables                                                             669,729        1,655,639
      Inventories                                                             108,033           81,061
      Prepaid expenses and other current assets                                 8,577          (83,457)
      Accounts payable                                                       (216,524)        (293,116)
      Accrued liabilities                                                     (27,850)        (291,959)
      Related party payables                                                  185,649               --
                                                                          -----------      -----------
             Net cash used in continuing operations                        (1,362,682)        (700,474)
             Net cash provided by discontinued operations                          --          287,221
                                                                          -----------      -----------
             Net cash used in operating activities                         (1,362,682)        (413,253)
                                                                          -----------      -----------

Investing activities:
Purchase of property and equipment                                                 --           (2,217)
Net proceeds from sale of property and equipment                                   --            1,350
Proceeds from note receivable                                                 307,928          184,217
Decrease (increase) in other assets                                            12,898          (21,989)
Decrease in restricted assets                                                   9,434           89,838
Disposition of business, net of cash disposed                                      --         (387,767)
                                                                          -----------      -----------
             Net cash provided by (used in) continuing operations             330,260         (136,568)
             Net cash used in discontinued operations                              --         (209,646)
                                                                          -----------      -----------
             Net cash provided by (used in) investing activities              330,260         (346,214)
                                                                          -----------      -----------

Financing activities:
Proceeds from sale of common stock - net                                      760,780          269,315
Expenses related to conversion of notes to common stock                       (14,945)              --
Proceeds from inventory financing facility, net                               138,184               --
Payment of bank notes payable                                                (310,000)              --
Proceeds of bridge loan                                                       350,000          250,000
Payment of related party notes                                                (25,000)        (266,614)
Payment of other current debt                                                 (66,432)        (151,357)
                                                                          -----------      -----------
             Net cash provided by continuing operations                       832,587          101,344
             Net cash used in discontinued operations                              --          (43,998)
                                                                          -----------      -----------
             Net cash provided by financing activities                        832,587           57,346
                                                                          -----------      -----------

Effect of exchange rate changes on cash                                         2,342           49,341
                                                                          -----------      -----------

Decrease in cash                                                             (197,493)        (652,780)
Cash:
             Beginning of period                                              289,603          843,836
                                                                          -----------      -----------
             End of period                                                $    92,110      $   191,056
                                                                          ===========      ===========

Supplemental disclosure of cash flow information:
Cash paid during the period for:
  Interest
      Continuing operations                                               $    66,645      $   119,689
                                                                          ===========      ===========
      Discontinued operations                                             $        --      $     5,730
                                                                          ===========      ===========
  Income taxes
      Continuing operations                                               $        --      $        --
                                                                          ===========      ===========
      Discontinued operations                                             $        --      $        --
                                                                          ===========      ===========
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       6
<PAGE>

                                  VIZACOM INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.    Summary of Significant Accounting Policies

      Basis of Presentation

      The accompanying unaudited condensed consolidated financial statements of
      Vizacom Inc. and its wholly owned subsidiaries have been prepared in
      accordance with generally accepted accounting principles for interim
      financial statements and with the instructions to Form 10-QSB and Item 310
      of Regulation S-B. Accordingly, they do not include all of the information
      and footnotes required by accounting principles generally accepted in the
      United States of America for complete financial statements. In the opinion
      of management, all adjustments (consisting of normal recurring accruals)
      considered necessary for a fair presentation have been included. Operating
      results for the nine-month period ended September 30, 2002 are not
      necessarily indicative of the results that may be expected for the year
      ending December 31, 2002. For further information, refer to the
      consolidated financial statements and footnotes thereto included in the
      Company's Annual Report on Form 10-KSB for the year ended December 31,
      2001. The condensed consolidated balance sheet as of December 31, 2001 has
      been derived from the Company's audited consolidated balance sheet as of
      that date.

      Goodwill

      In accordance with Statement of Financial Accounting Standards No. 142,
      "Goodwill and Other Intangibles" (SFAS 142) the Company no longer
      amortizes goodwill as of January 1, 2002. The Company conducts impairment
      analyses at least annually using one or more of the asset impairment tests
      described in SFAS 142.

      Warrants offered with Debt instruments

      Warrants issued in connection with debt instruments are capitalized and
      charged to interest expense over the life of the related debt.

      Recent Accounting Pronouncements

      In June 2001, the Financial Accounting Standards Board ("FASB") issued
      Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
      Combinations" and No. 142, "Goodwill and Other Intangible Assets." SFAS
      No. 141 supersedes Accounting Principles Board ("APB") Opinion 16
      "Business Combinations" and SFAS No. 38 "Accounting for Pre-acquisition
      Contingencies," and eliminates the pooling-of-interests method of
      accounting for business combinations except for qualifying business
      combinations that were initiated prior to July 1, 2001. SFAS No. 141 also
      includes new criteria to recognize intangible assets separately from
      goodwill. The requirements of SFAS 141 are effective for any business
      combination accounted for by the purchase method that is completed after
      June 30, 2001 (i.e., the acquisition date is July 1, 2001 or after). The
      Company applied this statement in its acquisition of SpaceLogix Inc. in
      December 2001.


                                       7
<PAGE>

                                  VIZACOM INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.    Summary of Significant Accounting Policies (continued)

      SFAS No. 142, supersedes APB Opinion No. 17, "Intangible Assets," and
      states that goodwill and intangible assets with indefinite lives are no
      longer amortized but are reviewed for impairment annually, or more
      frequently if impairment indicators arise. Separable intangible assets
      that are not deemed to have an indefinite life will continue to be
      amortized over their useful lives. The discontinuing of amortization
      provisions under SFAS No. 142 of goodwill and indefinite lived intangible
      assets apply to assets acquired after June 30, 2001. In addition, the
      impairment provisions of SFAS 142 apply to assets acquired prior to July
      1, 2001 upon adoption of SFAS 142. The Company adopted this statement as
      of January 1, 2002. Under the transitional goodwill impairment test,
      goodwill in each reporting unit must be tested for impairment as of
      January 1, 2002. The Company had six months to complete the first step of
      the transitional goodwill impairment test but the amounts used to perform
      the test must be those at January 1, 2002. Had the carrying amount of the
      net assets of the reporting unit (including goodwill) exceeded the fair
      value of that reporting unit, then the second step of the transitional
      goodwill impairment test must be completed as soon as possible, but not
      later than December 31, 2002. The second step of the transitional goodwill
      impairment test measures the amount of impairment loss by measuring the
      implied fair value of the goodwill against its carrying value. An
      impairment loss recognized as a result of a transitional goodwill
      impairment test would be recognized as the effect of a change in
      accounting principle. Although a transitional impairment loss for goodwill
      may be measured in other than the first interim reporting period, it shall
      be recognized in the first interim period irrespective of the period in
      which it was measured. Therefore, a transitional goodwill impairment loss,
      which is measured in any period other than the first interim reporting
      period would require the amendment of previously filed interim period
      financial statements. There was no impairment of goodwill upon adoption by
      the Company of SFAS 142.

      In October 2001, the FASB issued SFAS No. 144, "Accounting for the
      Impairment or Disposal of Long-Lived Assets ("SFAS No. 144"), which
      supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
      Assets and for Long-Lived Assets to be disposed of." The primary objective
      of SFAS No. 144 was to develop one accounting model based on the framework
      established in SFAS No. 121 for long-lived assets to be disposed of by
      sale, and to address significant implementation issues. The provisions of
      this statement were effective for the Company for the fiscal year
      beginning January 1, 2002.

      In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
      Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
      Technical Corrections." Among other provisions, SFAS 145 rescinds SFAS 4
      "Reporting Gains and Losses from Extinguishment of Debt." Accordingly,
      gains or losses from extinguishment of debt shall not be reported as
      extraordinary items unless the extinguishment qualifies as an
      extraordinary item under the criteria of Accounting Principles Board
      ("APB") Opinion No. 30, "Reporting the Results of Operations-Reporting the
      Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
      and Infrequently Occurring Events and Transactions." Gains or losses from
      extinguishment of debt that do not meet the criteria of APB 30 should be
      reclassified to income from continuing operations in all prior periods
      presented. The provisions of SFAS 145 will be effective in 2003 for the
      Company.

      Reclassifications

      Certain reclassifications have been made to the 2001 amounts to conform
      with the 2002 presentation.


                                       8
<PAGE>

                                  VIZACOM INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

2.    Liquidity and Business Risks

      As more fully described in Note 6, on May 30, 2002 the Company entered
      into an agreement with JPMorgan Chase Bank ("JPMC") whereby it extended
      the due date for the $904,172 note due the bank at September 30, 2002
      until September 2003. On June 12, 2002, the Company's PWR subsidiary
      entered into a wholesale financing agreement with IBM Credit Corporation
      (`IBM Credit") which provided for a $150,000 line of credit which it can
      utilize for inventory financing. On October 1, 2002 the Company completed
      the sale of certain non-strategic assets to the President and Fellows of
      Harvard College for which it will receive $420,000 in gross proceeds
      before related expenses. Under its previous May 30, 2002 agreement with
      JPMC the bank will receive $400,000 of these proceeds to reduce the
      balance on the outstanding note described above.

      The Company has negotiated with Keltic Financial Partners, LP ("Keltic")
      for up to a $2,500,000 line of credit facility. The completion of the
      financing is wholly dependent upon the Company raising external financing
      sufficient to reduce the trade obligations of its PWR subsidiary and
      improve the overall balance sheet fundamentals of the subsidiary to the
      satisfaction of Keltic. Availability under the line is expected to be
      determined as a percentage of borrowings against eligible, as defined,
      trade receivables. Those receivables are currently pledged to JPMC, which
      has agreed to subordinate those receivables upon the satisfaction of
      certain conditions. Based on current receivable balances at October 31,
      2002 the Company would initially receive approximately $100,000 from
      Keltic, after consideration of associated fees. This amount will be
      utilized solely for the outstanding debts and working capital of PWR.
      While the Company believes it will succeed in completing its negotiation
      of the $2,500,000 line of credit facility with Keltic, no assurance can be
      given that it will be successful in this endeavor, and if unsuccessful it
      may impair the Company's ability to continue its operations.

      On April 15, 2002, the Company defaulted on its Note for legal services to
      its former legal counsel and chairman in the amount of $464,342 at
      September 30, 2002. Accordingly this note is reflected as a current
      liability. Management is currently pursuing a settlement.

      On October 1, 2002 the Company received a formal notice of default with
      respect to $102,766 of amounts due under the settlement agreement with
      Community Towers, LLC ("CT, LLC"). Management has pursued discussions to
      resolve this matter.

      Through September 30, 2002 the Company's placement agent, Trautman
      Wasserman, has placed or arranged in excess of $1,600,000 in debt and
      equity financing.

      The accompanying financial statements have been prepared assuming that the
      Company will continue as a going concern. The Company has experienced
      recurring net losses since its inception, and had a working capital
      deficiency of $4,948,820 at September 30, 2002. The Company believes that
      over the next twelve months it will need to raise at least an additional
      $2,000,000 to $3,000,000 to meet its currently anticipated liquidity and
      capital expenditure requirements. Management intends to seek additional
      financing through a variety of methods. There can be no assurance that the
      Company will be successful in completing any such financing, or that the
      terms of any such financing will be beneficial to the Company or its
      stockholders. The financial statements do not include any adjustments that
      might result from the outcome of this uncertainty.


                                       9
<PAGE>

                                  VIZACOM INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

3.    Loss per Share

      Basic loss per share is computed based upon the weighted average number of
      common shares outstanding during each period presented. Stock options and
      warrants did not have an effect on the computation of diluted earnings per
      share in the three and nine-month periods ended September 30, 2002 and
      2001 since they were anti-dilutive.

4.    Impairment of Goodwill and Other Intangibles

      During the third quarter of 2002, the Company recorded an impairment loss
      of $660,789. This consisted of the remaining value of other intangibles at
      its PWR subsidiary totaling $310,789 at September 30, 2002, and contingent
      consideration of $350,000 based on the financial performance of PWR, as
      described in Note 8. Previously during the second quarter of 2002, the
      Company recorded an impairment loss of $4,946,590. This impairment loss
      consisted of the full amount of the goodwill associated with the purchase
      of SpaceLogix, Inc, or $3,589,590, and a $1,357,000 write-off against the
      value of other intangibles at PWR at June 30, 2002.

      The Company tested the goodwill acquired in the December 28, 2001
      SpaceLogix acquisition for impairment upon the adoption of SFAS 142 as of
      January 1, 2002, and concluded that, under the transitional goodwill
      impairment test, no impairment had occurred at that date. However, as a
      result of a significant adverse change in the business climate in the
      telecom industry in the second quarter of 2002 upon which SpaceLogix's
      business plan was dependent, management concluded that circumstances had
      changed to the point that it was more likely than not that the fair value
      of the SpaceLogix reporting unit had been reduced below its carrying
      amount, and therefore tested its goodwill for impairment again as of June
      30, 2002.

      Management concluded that its ability to recover its investment within a
      reasonable period of time was extremely doubtful as a result of: (i) the
      severe falloff in the telecom sector characterized by many business
      failures, and exemplified by the Company's report in its 8K dated March 6,
      2002 of a solutions provider relationship with a major telecommunications
      company that recently filed for Chapter 11; (ii) SpaceLogix's failure to
      generate revenues of any significance during the previous six-months; and
      (iii) the absence of firm commitments for future revenues. The Company
      therefore wrote-off its investment and recorded a $3,589,590 impairment
      loss at June 30, 2002.

      The Company's analysis of other intangibles at June 30, 2002 was based on
      projected cash flows of its PWR operating unit and a determination based
      upon then current assumptions with regard to attaining sufficient
      financing and the Company's assessment of the business environment. Based
      on this analysis utilizing a zero salvage value and a 10% discount rate,
      the Company recorded a $1,357,000 impairment loss. Additionally the
      Company determined to write-off the balance of other intangibles at PWR at
      September 30, 2002 of $310,789 as a result of a continued decline in
      sales, losses of key salespeople and the continued uncertainty as to the
      Company's ability to complete its financing plans.


                                       10
<PAGE>

                                  VIZACOM INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

5.    Statements of Cash Flows

      Supplemental disclosure of non-cash financing and investing activities for
      the nine-months ended September 30, 2002 and 2001 is set forth below:

<TABLE>
<CAPTION>
                                                                                   2002          2001
                                                                                 ---------     --------
<S>                                                                              <C>           <C>
         Convertible note exchanged for common stock                             $ 150,420     $     --
                                                                                 =========     ========
         Issuance of common stock in satisfaction of bridge loans                $ 200,000     $     --
                                                                                 =========     ========
         Warrants capitalized and recorded as debt discounts                     $  68,733     $     --
                                                                                 =========     ========
         Common stock cancelled                                                  $ (22,500)    $     --
                                                                                 =========     ========
         Common stock in connection with legal settlement                        $ 138,914     $     --
                                                                                 =========     ========
         Issuance of common stock in settlement of trade liabilities             $ 140,578     $132,718
                                                                                 =========     ========
         Issuance of common stock and warrants for deferred consulting costs     $      --     $215,178
                                                                                 =========     ========
         Transfer of prepaid licenses to inventory                               $      --     $131,606
                                                                                 =========     ========
         Note receivable for business disposition                                $      --     $987,500
                                                                                 =========     ========
</TABLE>

6.    Debt

      Convertible Notes: On January 2, 2002 the holders exercised their rights
      to convert the outstanding convertible notes payable with accrued interest
      at a price of $.625 per share. The Company issued an aggregate of 240,760
      shares of its common stock to the holders. Trautman Wasserman, as
      placement agent, will receive a five-year warrant to purchase 24,076
      shares of common stock at an exercise price of $1.00 per share, as well as
      a $15,000 commission.

      Note Payable to Law Firm: On April 15, 2002, the Company defaulted on the
      note payable to its former law firm for legal services rendered in the
      amount of $464,342 at June 30, 2002. The Company received a formal notice
      of default on May 1, 2002. Management of the Company is currently pursuing
      a settlement of this amount.

      Bridge Loans: On April 1, 2002 the Company received a $150,000 bridge loan
      from an individual investor which was due July 31, 2002, subject to
      prepayment upon completion of certain financing. The loan bears interest
      at 12.5% per annum and the Company issued a three-year warrant to purchase
      50,000 shares of its common stock at an exercise price of $.90 per share.
      The warrant was valued at $19,584 utilizing a Black Scholes model with the
      following assumptions: 90% volatility, two-year term, a risk-free rate of
      1.70%, and no dividends. On July 31, 2002, in consideration of a
      three-year warrant to purchase 20,000 shares of its common stock at an
      exercise price of $.90 per share, the noteholder agreed to a sixty-day
      extension until September 30, 2002. The warrant was valued at $9,468
      utilizing a Black Scholes model with the following assumptions: 90%
      volatility, two-year term, a risk-free rate of 1.66%, and no dividends. On
      October 1, 2002, this investor agreed to a sixty-day extension until
      December 31, 2002. See Note 10. Trautman Wasserman, as placement agent,
      will receive a $15,000 placement fee.

      On May 9, 2002 the Company received a $100,000 bridge loan from an
      individual investor which was due July 31, 2002, subject to prepayment
      upon completion of certain financing. The loan was non-interest bearing
      and the Company issued a three-year warrant to purchase 37,500 shares of
      its common stock at an exercise price of $.90 per share. The warrant was
      valued at $5,742 utilizing a Black Scholes model with the following
      assumptions: 90% volatility, two-year term, a risk-free rate of 1.70%, and
      no dividends. Trautman Wasserman, as placement agent, will receive a
      $10,000 placement fee. On June 28, 2002 Trautman Wasserman 8701
      Opportunities Fund LP assumed this bridge loan obligation in exchange for
      shares of the Company's common stock. See Note 7. The Company received a
      release from the noteholder.


                                       11
<PAGE>

                                  VIZACOM INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

6.    Debt (continued)

      On May 14, 2002 the Company received two $25,000 bridge loans from two
      individual investors which were due July 31, 2002, subject to prepayment
      upon completion of certain financing. The loans were non-interest bearing
      and the Company issued a five-year warrant to each investor to purchase
      9,375 shares of its common stock at an exercise price of $.75 per share.
      Each warrant was valued at $950 utilizing a Black Scholes model with the
      following assumptions: 90% volatility, two-year term, a risk-free rate of
      1.70%, and no dividends. Trautman Wasserman, as placement agent, will
      receive a $5,000 placement fee. On June 28, 2002 Trautman Wasserman 8701
      Opportunities Fund LP assumed these bridge loan obligations in exchange
      for shares of the Company's common stock. See Note 7. The Company received
      a release from the noteholders.

      On May 23, 2002 the Company received a $50,000 bridge loan from an
      individual investor which was due August 31, 2002, subject to prepayment
      upon completion of certain financing. The loan was non-interest bearing
      and the Company issued a five-year warrant to purchase 18,750 shares of
      its common stock at an exercise price of $.75 per share. The warrant was
      valued at $1,145 utilizing a Black Scholes model with the following
      assumptions: 90% volatility, two-year term, a risk-free rate of 1.70%, and
      no dividends. Trautman Wasserman, as placement agent, will receive a
      $5,000 placement fee. On June 28, 2002 Trautman Wasserman 8701
      Opportunities Fund LP assumed this bridge loan obligation in exchange for
      shares of the Company's common stock. See Note 7. The Company received a
      release from the noteholder.

      Line of Credit, Letter of Credit, and Reimbursement Agreement: On May 23,
      2002, pursuant to a Reimbursement Agreement, Trautman Wasserman 8701
      Opportunities Fund LP agreed to deposit $150,000 at the Company's bank.
      The purpose of the $150,000 deposit was to secure an irrevocable letter of
      credit in favor of IBM Credit for the June 12, 2002 Agreement for
      Wholesale Financing between IBM Credit Corporation and PWR which provides
      a line of credit in a similar amount. The line of credit provides PWR with
      a revolving thirty-day interest free inventory financing floor plan
      arrangement. At September 30, 2002 the outstanding balance under this line
      of credit was $138.184. The reimbursement arrangement with the 8701 Fund
      provides for monthly interest of 6% per annum, and a default rate of 15%
      per annum on any letter of credit advances made by 8701 Fund on behalf of
      PWR to IBM Credit. Additionally, in the event of default, the 8701 Fund
      will be entitled to penalty shares of the Company's common stock at a
      share price of $.65 for the amount of any letter of credit advances made
      as a result of PWR not making its payments when due to IBM Credit. The
      8701 Fund also received a five-year warrant to purchase 50,000 shares of
      common stock at $1.00. The warrant was valued at $8,710 utilizing a Black
      Scholes model with the following assumptions: 90% volatility, two-year
      term, a risk-free rate of 2.35%, and no dividends. The Company is
      amortizing the warrant to interest expense over the 13-month term of the
      Reimbursement Agreement.

      Modification of Promissory Note: On May 30, 2002 the Company's PWR
      subsidiary entered into an agreement to modify the promissory note dated
      November 20, 2001 between PWR and JPMC in the original principal amount of
      $1,214,000 and agreed to extend the terms thereof. The balance of the note
      at September 30, 2002 was $904,172. Under the terms of the modification
      the Company will make a partial principal prepayment of $400,000
      contemporaneously with the planned sale of the Company's Harvard
      trademarks. See Note 10. Additionally the Company agreed to direct all
      payments it receives from its note receivable from its former Serif
      subsidiary to JPMC. Under the modification JPMC will receive the following
      principal payments, inclusive of the Serif payments: $40,000 monthly for
      the period July 2002 through September 2002, then an average of
      approximately of $48,680 monthly through August 2003, with any unpaid
      balance due September 2003. The interest rate will remain at prime plus
      one-half percent. In connection with this modification JPMC agreed that
      contemporaneously with the receipt of the Harvard payment, JPMC would
      release their lien on the Harvard Trademarks and on the assets of PWR.


                                       12
<PAGE>

                                  VIZACOM INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

7.    Stockholders' Equity

      Private Placements: The Company issued 1,490,066 shares of its common
      stock valued at $760,780, in connection with five separate private
      placements as follows: (a) On February 14, 2002 the Company sold 76,923
      shares of its common stock to an accredited investor at a price of $.65
      per share, for which it received $50,000. Trautman Wasserman, as placement
      agent, will receive a commission of $5,000 and a five-year warrant to
      purchase 7,692 shares of common stock at an exercise price of $1.00 per
      share; (b) On February 26, 2002 the Company sold 38,461 shares of its
      common stock to an accredited investor at a price of $.65 per share, for
      which it received aggregate gross proceeds of $25,000. Trautman Wasserman,
      as placement agent, will receive a commission of $2,500 and a five-year
      warrant to purchase 3,846 shares of the Company stock at an exercise price
      of $1.00 per share; (c) In connection with a March 22, 2002 subscription
      agreement, on March 28, 2002 the Company sold 615,385 shares at a price of
      $.65 per share, and issued a five-year warrant commencing November 1, 2002
      to purchase 184,615 shares of its common stock at an exercise price of
      $1.00 per share, to an accredited entity, for which it received aggregate
      gross proceeds of $400,000. On the same date, the Company sold 153,846
      shares of its common stock at a price of $.65 per share, and issued a
      five-year warrant commencing November 1, 2002 to purchase 46,154 shares of
      its common stock at an exercise price of $1.00 per share, to an accredited
      entity, for which it received $100,000. With respect to this $500,000
      aggregate financing transaction, the placement agent, Trautman Wasserman,
      will receive $50,000 as well as a five-year warrant to purchase 76,923
      shares of the Company's common stock at an exercise price of $1.00 per
      share commencing November 1, 2002; (d) During April 1 through June 30,
      2002, the Company sold 536,221 shares of the Company's common stock at a
      price of $.65 per share, for which it received aggregate gross proceeds of
      $348,544. Trautman Wasserman, as placement agent, will receive $34,854 as
      well as a five-year warrant to purchase 53,622 shares of the Company's
      common stock at an exercise price of $1.00 per share commencing November
      1, 2002; (e) On June 24, 2002 the Company sold 69,230 shares of the
      Company's common stock at a price of $.65 per share, for which it received
      aggregate gross proceeds of $45,000. Trautman Wasserman, as placement
      agent, will receive $4,500 as well as a five-year warrant to purchase
      6,923 shares of the Company's common stock at an exercise price of $1.00
      per share commencing November 1, 2002. The Company also recorded legal and
      listing fees aggregating $110,910 in connection with the above
      transactions.

      Bridge Satisfaction: On June 28, 2002 the Company entered into an
      agreement with Trautman Wasserman 8701 Opportunities Fund LP whereby the
      latter subscribed for $200,000 of common stock or 285,714 shares of the
      Company's common stock at a price of $.70 per share. The consideration for
      the subscription was the assumption of $200,000 of the Company's
      outstanding bridge notes of May 9, May 14, and May 23, 2002 described in
      Note 6, for which the Company received releases from the noteholders.


                                       13
<PAGE>

                                  VIZACOM INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

7.    Stockholders' Equity (continued)

      Community Towers, LLC ("CT, LLC") Settlement: On April 18, 2002 the
      Company issued 256,410 shares of common stock valued at $200,000 in
      connection with a legal settlement agreement between CT, LLC and Software
      Publishing Corporation ("SPC"), a subsidiary of Vizacom Inc. As part of
      the settlement the Company agreed to register these shares by June 30,
      2002, and agreed to cause a registration statement for the resale of these
      shares to become effective by September 30, 2002. The Company was unable
      to meet these conditions. The plaintiff may sell up to 16.66% of the
      256,410 common shares, or 42,717 common shares, on a quarterly basis
      starting October 1, 2002. The Company agreed that should the registration
      not be effective by September 30, 2002, CT, LLC would have a put option
      whereby during the quarters beginning October 1, 2002 and January 1, 2003
      the Company may be required to purchase 16.66% each quarter, of the
      plaintiffs' shares, at the aforementioned dates at the market price of
      such shares at the beginning of each quarter, but not greater than $.78
      per share. The Company reflects the shares subject to the put option, or
      85,434 shares valued at $61,086 (representing the aggregate value of
      42,717 common shares at $.65 market value on October 1, 2002, or $27,766,
      and 42,717 shares at $.78 per share representing January 1, 2003, or
      $33,320, potential obligation), as a current liability in the accompanying
      balance sheet under the caption: Common stock subject to put option. The
      Company also pledged to CT, LLC an additional 96,154 shares of common
      stock valued at $75,000 representing part of the cash settlement. The
      pledged shares will be returned to the Company when SPC pays the $75,000.
      The Company had sixty days to pay the $75,000, which it did not, and will
      pay 2% a month interest on the unpaid balance until paid. As described in
      Note 9 the Company has received a formal notice of default with respect to
      its settlement obligations aggregating $102,766.

      Settlement of Liabilities: The Company issued 178,794 shares of its common
      stock, valued at $140,578 in connection with liability settlement
      agreements as follows: (a) On June 17, 2002 the Company entered into
      agreements with certain outside legal counsel and a former chief executive
      to satisfy outstanding liabilities to them. Under their respective
      agreements, 81,250 shares valued at $65,000 and 71,094 shares valued at
      $56,875 were issued, respectively. These agreements contain both lockup
      and value guarantee provisions; (b) In August and September 2002 the
      Company agreed to issue 26,450 shares to settle various outstanding legal
      bills with certain law firms. The value of these shares was $18,703.

      Common Stock Cancelled: On February 12, 2002 the Company received back
      30,000 shares of common stock it had issued in November 2001 to an
      investor relations consultant due to inability to perform under their
      agreement. The value of these shares was $22,500.

      Rights Agreement Amendment: In March 1998, the Company authorized 100,000
      shares of Junior Participating Preferred Stock, Series A, par value $.001
      per share. The Junior Preferred Stock has preferential voting, dividend
      and liquidation rights over the Common Stock. On March 31, 1998, the
      Company declared a dividend distribution, payable April 30, 1998, of one
      Preferred Share Purchase Right ("Right") on each share of Common Stock.
      Each Right, when exercisable, entitles the registered holder thereof to
      purchase from the Company one one-thousandth of a share of Junior
      Preferred Stock at a price of $1.00 per one one-thousandth of a share
      (subject to adjustment). The one one-thousandth of a share is intended to
      be the functional equivalent of one share of the Common Stock. The Rights
      will not be exercisable or transferable apart from the Common Stock until
      an Acquiring Person, as defined in the Rights Agreement, dated as of March
      31, 1998, between the Company and American Stock Transfer & Trust Company,
      without the prior consent of the Company's Board of Directors, acquires
      20% or more of the voting power of the Common Stock or announces a tender
      offer that would result in 20% ownership. The Company is entitled to
      redeem the Rights, at $.001 per Right, any time before a 20% position has
      been acquired or in connection with certain transactions thereafter
      announced. Under certain circumstances, including the acquisition of 20%
      of the Common Stock, each Right not owned by a potential Acquiring Person
      will entitle its holder to purchase, at the Right's then-current exercise
      price, shares of Junior


                                       14
<PAGE>

                                  VIZACOM INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

7.    Stockholders' Equity (continued)

      Preferred Stock having a market value of twice the Right's exercise price.
      Holders of a Right will be entitled to buy stock of an Acquiring Person at
      a similar discount if, after the acquisition of 20% or more of the
      Company's voting power, the Company is involved in a merger or other
      business combination transaction with another person in which its common
      shares are changed or converted, or the Company sells 50% or more of its
      assets or earning power to another person. The Rights expire on April 20,
      2008.

      On June 27, 2002 the Company entered into an Amendment to the Rights
      Agreement between the Company and American Stock Transfer & Trust Company
      whereby the price to redeem a right was changed from $.001 per right to
      $.0001 per right. Additionally the Company agreed to exclude Trautman
      Wasserman, its principals, affiliates, and associates, as parties whose
      acquisition of Company securities would trigger the issuance of rights
      under the Rights Agreement.

8.    Related Party Transactions

      Related party notes and other payables consist of:

                                                    September 30,   December 31,
                                                         2002           2001
                                                    -------------   ------------
      Notes to officers, 6.3%                          $301,090       $311,791
      Contingent consideration payable to officers      350,000       $     --
      Due to investment banking firm                    169,965             --
      Note to chairman, 10%                              26,385             --
                                                       --------       --------
                                                       $847,440       $311,791
                                                       ========       ========

      Note to officers, 6.3%: These notes were to the former selling
      shareholders of PWR, who are currently officers and directors of the
      Company and PWR. Under an amended employment agreement dated August 23,
      2002 the notes to officers become due on December 15, 2002. See Note 9.

      Contingent Consideration based on Financial Performance: On July 2, 2002
      the Board of Directors of the Company approved the payment, subject to
      stockholder approval, of $350,000, payable in 353,536 shares of our common
      stock to the former selling shareholders of PWR, Vincent DiSpigno and
      David Salav, who are executive officers of the Company and PWR. This
      represents the third and final year of contingent consideration resulting
      from a determination that they had satisfied the earn-out provisions of
      the March 27, 2000 PWR Merger Agreement. The Company's determination was
      based on its failure to provide an adequate amount of available working
      capital as called for by the Merger Agreement. In view of the impairment
      losses already recognized, this purchase price adjustment, normally
      recorded as additional goodwill, was charged to operations as an
      additional impairment loss.

      Due to investment banking firm: Trautman Wasserman, the Company's
      placement agent and investment advisor, considered a related party based
      on their aggregate equity holdings in excess of 10% of the Company's
      outstanding stock as of September 30, 2002, as well as having two
      principals on the Company's Board of Directors, one of whom is Chairman,
      will receive placement fees of $146,851 and five-year warrants to purchase
      a total of 173,082 shares of our common stock at $1.00 per share in
      connection with the various equity placements it conducted on behalf of
      the Company in the nine-months ended September 30, 2002. Trautman
      Wasserman also will receive $81,000 as investment advisory fees through
      September 30, 2002. At September 30, 2002, the Company had $169,965 in
      related party payables due to Trautman Wasserman.


                                       15
<PAGE>

                                  VIZACOM INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

8.    Related Party Transactions (continued)

      Note to chairman, 10%: On March 15, 2002, the Company received $25,000 in
      a short-term loan from a principal of Trautman Wasserman who became a
      director of the Company on July 17, 2002, and became chairman of the
      Company on September 13, 2002. The note has a 10% interest rate and the
      Company issued a warrant to this principal to purchase 7,500 shares of
      common stock at an exercise price of $1.00 per share. The note is due
      January 15, 2003. The warrant was valued at $4,800 utilizing a Black
      Scholes model with the following assumptions: 90% volatility, five-year
      term, a risk-free rate of 4.74%, and no dividends.

      Event of Reversion: Under an agreement concluded in conjunction with the
      SpaceLogix merger, the former selling shareholders of PWR, who are
      currently officers of the Company, had agreed to reduce their salaries to
      $125,000 each on October 1, 2001, in exchange for an incentive bonus
      arrangement. The agreement provided for an event of reversion should PWR
      not receive $1,000,000 of working capital by March 31, 2002, which did not
      occur. As such the incentive bonus agreement became null and void and the
      Company became obligated under the pre-existing controlling merger and
      employment agreements which provide to each officer $200,000 in annual
      salaries, a $25,000 bonus, and an earn-out based on certain income targets
      and working capital requirements. Therefore, as of March 31, 2002, the
      Company owed such executives back wages aggregating $75,000 since October
      1, 2002. Such amounts are included in accrued liabilities at September 30,
      2002. Under an amended employment agreement dated August 23, 2002 the
      $75,000 becomes due on December 15, 2002. See Note 9.

      Reimbursement Agreement: On May 23, 2002 Trautman Wasserman 8701
      Opportunities Fund LP and the Company's PWR subsidiary entered into a
      Reimbursement Agreement whereby 8701 Fund would provide collateral for a
      letter of credit in the amount of $150,000 in favor of a financing
      institution for a period of 13 months from the inception date of the
      Letter of Credit. The terms of the Reimbursement Agreement are more fully
      described in Note 6.

      Bridge Satisfaction: On June 28, 2002 the Company entered into a
      subscription agreement with Trautman Wasserman 8701 Opportunities Fund LP
      whereby the latter subscribed for $200,000 or 285,714 shares of the
      Company's common stock at a price of $.70 per share. The consideration for
      the subscription was for the 8701 Fund to assume responsibility for
      $200,000 of the Company's outstanding bridge notes for which the Company
      received releases from the noteholders.

      Resignation of Chairman of the Board and Corporate Legal Counsel: On
      February 14, 2002 the Company accepted the resignation of its chairman of
      the board who is a principal of the law firm which was the corporate legal
      counsel. In effecting this resignation, this person also resigned as
      director, secretary, corporate legal counsel, and as officer and director
      of any direct or indirect subsidiaries of the Company. The corporate law
      firm also resigned at the same time. For the nine-month period ended
      September 30, 2002, this law firm submitted bills for legal services
      totaling $104,777.

9.    Commitments and Contingencies

      Community Towers, LLC vs. Software Publishing Corporation: In the fourth
      quarter of 1998, an action was commenced against Software Publishing
      Corporation ("SPC"), a subsidiary of the Company, in California in which
      plaintiff sought $300,000 plus interest and attorneys' fees for SPC's
      alleged violation of a lease for office space located in San Jose,
      California. This was the location at which SPC had its principal place of
      business and at which the Company had its principal executive offices
      during the period of January 1997 through January 1998. On April 10, 2002
      this matter was settled as described in Note 7.


                                       16
<PAGE>

                                  VIZACOM INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

9.    Commitments and Contingencies (continued)

      Litigation (cont.)

      On October 1, 2002, the Company received a formal notice of default from
      Community Towers, LLC in the amount of $102,766. Under the terms of the
      original settlement with CT, LLC reached in April 2002 (see Note 7) the
      Company was to pay $75,000 in June 2002 and register 256,410 shares of its
      common stock valued at $.78, or $200,000, no later than June 30, 2002. The
      Company was unable to meet these conditions. Additionally the Company
      pledged 96,154 shares of its common stock as collateral against the
      $75,000 payment due in June 2002.The agreement provided that if the
      256,410 common shares were not registered by September 30, 2002, then CT,
      LLC would have the ability to put 16.66% of the 256,410 common shares, or
      42,717 common shares, to the Company on a quarterly basis beginning
      October 1, 2002, at the lesser of the then market price, or $.78. The
      Agreement provided this put option to CT, LLC for a maximum of two
      quarters, or 85,434 shares in the aggregate (33.32% of 256,410 shares).
      The price of the common stock on October 1, 2002 was $.65. Therefore the
      formal notice of default encompassed the $75,000 payment amount and the
      October 1, 2002 put for $27,766, or $102,766 in the aggregate. Such
      amounts are reflected in the balance sheet captions accrued liabilities
      and common stock subject to put option, respectively, in the accompanying
      September 30, 2002 balance sheet. The Company is in discussions with CT,
      LLC to resolve this matter.

      Ian Charles Norris McCalla and Paul John Simpson and vs. Vizacom Inc. and
      Jeffrey Raymond White vs. Vizacom Inc.: On February 2, 2001, Junction 15
      ("J15") and interMETHODS ("IML'), the Company's two UK subsidiaries
      entered into creditors voluntary liquidation in the UK. Insolvency
      Practitioners from KPMG in the UK were appointed to be their liquidators.
      Prior to the liquidation of J15, the employment of two of its executives
      was terminated. In April 2001, these two executives commenced proceedings
      against the Company claiming compensation for loss of office and obtained
      an order from the High Court of Justice, freezing the Company's assets in
      the UK up to a value of (pound)362,000 (approximately $517,000). At the
      same time, a shareholder in IML issued proceedings claiming approximately
      $100,000 due to him under a deferred payment agreement. The $150,000 of
      cash that the Company received upon the completion of the sale of the
      Company's Serif subsidiary in March 2001 is being held in escrow by the
      Company's lawyers in the UK, and, with the Company's other assets held in
      the United Kingdom, are included in restricted assets in the accompanying
      balance sheet. The Company issued a defense and counterclaim in both sets
      of proceedings. The Company contends that two executives from J15 were
      dismissed for cause, and that all three claimants are liable in damages
      for breaches of warranties and breach of their duties of care in respect
      of the purchase of the two subsidiaries. The Company intends to vigorously
      defend these proceedings unless an acceptable settlement can be reached.
      The Company has been advised by its UK legal counsel that the injunction
      will not affect its ability to receive and utilize the monthly payments
      from Serif Inc. pursuant to the promissory note because Serif Inc. is
      domiciled in the US. An agreement in principle has been negotiated in this
      matter and final terms are currently being drafted. The proposed agreement
      would provide for a lifting of the freezing order against the Company's
      United Kingdom assets, payment of $125,000 from currently restricted
      assets, issuance of 150,000 shares of common stock subject to certain
      lockup provisions, release of pre-existing shares issued in connections
      with the Company's acquisitions of J15 and IML, and forfeiture by the
      Company of an $104,175 obligation due to Jeffrey Raymond White in
      connection with the IML acquisition.

      Robert Blum vs. Renaissance Multimedia, Inc.: This matter was brought in
      March of 2001 against Renaissance Multimedia Inc. and its former president
      in which the plaintiff alleges discriminatory hiring practices and seeks
      an undisclosed sum of compensatory damages, attorney fees and punitive
      damages. Discovery has been completed and a trial date has been set for
      January 2003. The Company believes this action is without merit and
      intends to vigorously defend this action.


                                       17
<PAGE>

                                  VIZACOM INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

9.    Commitments and Contingencies (continued)

      Litigation (cont.)

      Waiting Room Solutions vs. Vizy Interactive, Inc.: This matter was brought
      in May 2001 against Vizy Interactive Inc. in which the plaintiff is
      seeking $250,000 alleging breach of contract in connection with the design
      of a software solution system. The Company has asserted a counterclaim for
      the sum of $158,150 due and outstanding under the contract. The plaintiff
      had paid the Company $143,000 under the contract. Partial discovery has
      been conducted. The Company believes this action is without merit and
      intends to vigorously defend this action.

      Information Leasing Corporation vs. Renaissance Multimedia, Inc.: This
      matter was brought in March 2002 against Renaissance Multimedia Inc. and
      its former president in which the plaintiff seeks $75,000 plus attorneys'
      fees alleging breach of an installment payment agreement and security
      agreement for certain software and related services. This matter has been
      disputed prior to the acquisition of Renaissance, and the Company has an
      obligation to indemnify the former president of this subsidiary since he
      personally guaranteed the installment payment agreement. The installment
      payment arrangement relates to a certain software product intended for
      developing complex e-commerce solutions and an associated support
      arrangement. Renaissance was unable to utilize the product and was not
      provided with the appropriate level of aftermarket support. The plaintiff
      has filed a motion for summary judgment which will be heard in December
      2002. The Company believes this action is without merit and intends to
      vigorously defend this action.

      Other Litigation: In addition to the aforementioned litigation, the
      Company has other litigation matters in progress in the ordinary course of
      business. Management believes that all pending litigation of the Company
      will be resolved without a further material effect on the Company's
      financial position, results of operations or cash flows.

      Other

      Employment Termination Agreement: Shortly after the SpaceLogix merger on
      December 31, 2001, the President of SpaceLogix resigned. The Company is
      still working out details of settling his employment agreement. On January
      30, 2002 the Company entered into a termination agreement with an
      executive of SpaceLogix. Under the agreement, the Company terminated his
      May 1, 2001 employment agreement with SpaceLogix and agreed to give the
      executive 15,371 shares of common stock of the 61,481 shares originally
      due to him under the SpaceLogix merger agreement, reimbursement of
      expenses of up to $5,000, back wages, and an additional $1,500. The
      parties signed mutual releases.

      Amendment of Executive Employment Agreements: On August 23, 2002, the
      Company and David Salav, a Vice President of the Company and President of
      PWR; and Vincent DiSpigno, the President and Chief Executive of the
      Company and Chief Executive of PWR entered into Amendment No. 2 of their
      March 27, 2000 Executive Employment Agreements., as previously amended
      September 28, 2001. The amendment causes each of their respective
      employment agreements, as amended to be extended for three years from the
      date of the amendment and successive one-year periods unless a sixty-day
      notice is provided by either the party to the agreement or the Company.
      Each executive will continue to receive compensation of $200,000 per
      annum. Additionally each executive will receive a grant of options to
      purchase 300,000 shares of common stock. In addition during each year of
      the term the Company shall grant the Employee options to purchase 35,000
      shares of the Company's common stock. The parties also agreed to extend
      the due dates of the notes and accrued salaries due these parties until
      December 15, 2002.


                                       18
<PAGE>

                                  VIZACOM INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

9.    Commitments and Contingencies (continued)

      Other (cont.)

      Appointment / Resignations of Directors and Officers: On July 17, 2002,
      Douglas Greenwood, a principal of Trautman Wasserman, the Company's
      placement agent and investment advisor, was elected by the Board of
      Directors to serve as a director in Class II and serve until the annual
      meeting in 2004. On September 13, 2002 the Board of Directors accepted the
      resignation of Paul Block as executive vice president of marketing and
      administration of the Company as well as other officer posts within the
      various corporate subsidiary structure. On the same date Douglas Greenwood
      replaced Vincent DiSpigno as chairman of the Company. On September 30,
      2002 the Board of Directors accepted the resignation of Paul Block as a
      director of the Company and its various subsidiaries, as well as accepting
      the resignation of David Buckel as a director of the Company. Mark
      Barbera, another principal of Trautman Wasserman, was elected to serve as
      a director in Class I and serve until the annual meeting in 2003.

      2000 Equity Incentive Plan: On June 27, 2002 the Board of Directors
      adopted a proposal to amend the plan to increase underlying equity from
      2,000,000 to 3,000,000 shares, subject to shareholder approval.

10.   Subsequent Events

      Sale of Non-Strategic Asset: On October 1, 2002 the Company entered into
      an Agreement for the sale of certain trademarks containing or consisting
      of the term "HARVARD" owned by its Software Publishing Corporation
      subsidiary ("SPC") to the President and Fellows of Harvard College for
      $420,000, before associated fees. The Company received an initial deposit
      and will receive the balance of the funds upon the completion of the
      transfer of all of the worldwide trademarks to the aforementioned party.
      Under a previous agreement dated May 30, 2002 with JPMC, $400,000 of the
      proceeds from the sale of the trademarks will be sent to JPMC to pay down
      the $904,172 bank note payable at September 30, 2002.

      In connection with the negotiations for the aforementioned sale, SPC
      entered into a Settlement Agreement dated October 1, 2002 with Serif
      Holdings Limited, Serif (Europe) Limited, and Serif Inc. (collectively
      referred to as "Serif"). Serif was the former subsidiary which the Company
      sold to its former management on March 31, 2001 and to which the Company
      licensed SPC products under the 2001 Software Licensing Agreement. Under
      the Settlement Agreement Serif assigned any rights it may have acquired in
      the HARVARD trademarks as a licensee of SPC. Serif also represented that
      it does not have any rights, title or interest in the trademarks, has not
      registered any trademarks, and did not grant any rights in the trademarks
      to any third parties. In consideration of the assignment and foregoing
      representations, as well as others, the Company agreed to reduction in the
      note receivable from Serif by $30,000 and also agreed to terminate the
      2001 Software Licensing Agreement.

      Effective October 1, 2002, SPC and Serif entered into a new Software
      Licensing Agreement ("SLA") for the period October 1, 2002 to September
      30, 2007, with provision for automatic one-year renewals, giving Serif
      exclusive worldwide rights to sell SPC software. The SLA also gives Serif
      the exclusive right to amend the source code of the products SPC licenses
      to them and the amendments become the property of Serif. The SLA allows
      either party to terminate with sixty days written notice. Under the SLA
      the Company will receive royalties paid quarterly equivalent to 4% of net
      receipts, as defined. Effective the same date, The President and Fellows
      of Harvard College entered into a license agreement with Serif for certain
      Harvard-formative trademarks for the same period.


                                       19
<PAGE>

                                  VIZACOM INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

10.   Subsequent Events (continued)

      Bridge Loan Extension: On October 1, 2002, the Company and the noteholder
      of the $150,000 bridge loan agreed to extend the bridge loan until
      December 1, 2002 in exchange for a warrant to purchase 70,000 shares of
      the Company's common stock at an exercise price of $.25. The warrant was
      valued at $32,550 utilizing a Black Scholes model with the following
      assumptions: 90% volatility, two-year term, a risk-free rate of 1.91%, and
      no dividends. Additionally, the Company cancelled two previous warrants
      issued in 2002 to purchase an aggregate 70,000 shares at higher exercise
      prices.

      Kaufman & Moomjian, LLC, and Neil M. Kaufman v. Vizacom Inc., Vincent
      DiSpigno, David N. Salav, Francis X. Murphy.. On November 12, 2002 the
      Company received a summons and verified complaint issued in the Supreme
      Court of the State of New York, County of Nassau against the Company and
      certain of its officers and directors. The complaint has multiple
      overlapping claims arising from allegations of unpaid legal fees and
      certain indemnification claims. The total damages claimed are estimated to
      approximate $2,000,000.

      Management has recorded trade and other obligations and a note for legal
      services to this firm and therefore has acknowledged its obligations to
      this firm. The Company believes that the litigation is frivolous for the
      most part, and intends to contest it vigorously. Management is pursuing
      settlement discussions in this matter to avoid protracted litigation.


                                       20
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Forward Looking Statements

Statements contained in this Quarterly Report on Form 10-QSB include
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Forward-looking statements involve
known and unknown risks, uncertainties and other factors which could cause our
actual results, performance and achievements, whether expressed or implied by
such forward-looking statements, not to occur or be realized. Such
forward-looking statements generally are based upon our best estimates of future
results, performance or achievement, based upon current conditions and the most
recent results of operations. Forward-looking statements may be identified by
the use of forward-looking terminology such as "may," "will," "expect,"
"believe," "estimate," "anticipate," "continue" or similar terms, variations of
those terms or the negative of those terms. Forward-looking statements may
differ from actual future results due to, but not limited to, any of the
following possibilities:

      o     Our ability to obtain new financing on favorable terms;

      o     Our ability to effectively manage our growth, including the
            integration of newly acquired operations, and otherwise monitor our
            operations, costs, regulatory compliance, and service quality;

      o     Our ability to expand through attractively priced acquisitions;

      o     Our ability to identify future markets and successfully expand
            existing ones;

      o     Our ability to maintain our valued industry partner and vendor
            relationships and attract new industry partners and vendors;

      o     Our ability to maintain our client relationships and attract new
            clients;

      o     Our ability to attract and retain qualified personnel;

      o     The market acceptance and amount of sales of our products and
            services;

      o     The effects of greater than anticipated competition requiring new
            pricing, marketing strategies or new product offerings and the risk
            that we will not respond on a timely or profitable basis;

      o     Business and consumer trends, and economic conditions;

      o     The effects of more general factors, including changes in economic
            conditions, changes in the capital markets, and changes in
            accounting practices and practices adopted or as required in
            generally accepted accounting principles.

You should carefully consider such risks, uncertainties and other information,
disclosures and discussions which contain cautionary statements identifying
important factors that could cause actual results to differ materially from
those provided in the forward-looking statements. Readers should carefully
review the risk factors described in other documents we have filed from time to
time with the Securities and Exchange Commission, most recently in our Form
10-KSB for the year ended December 31, 2001. We undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.


                                       21
<PAGE>

Results of Operations

The following discussion and analysis provides information, which we believe, is
relevant to an assessment and understanding of our results of operations and
financial condition. This discussion should be read in conjunction with the
financial statements and notes thereto.

Critical Accounting Policies:

Our condensed consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America.
Certain accounting policies have a significant impact on amounts reported in the
financial statements. A summary of those significant accounting policies can be
found in Note 1 to our financial statements included in our 2001 Annual Report
on Form 10-KSB. New accounting policies adopted by us during the nine months
ended September 30, 2002 are described in Note 1 to the condensed consolidated
financial statements herein.

Among the most significant judgments made by management in the preparation of
the our financial statements are the determination of the valuation of goodwill
and other intangibles, and of the extent of impairment, if any, in the carrying
values of these assets. Based upon management's assessments of future prospects
for certain of its businesses, we wrote off a total of $5,607,379 of goodwill
and other intangibles to impairment losses during the nine months ended
September 30, 2002.

Quarter Ended September 30, 2002 compared to Quarter Ended September 30, 2001.

Net Sales. Net sales decreased in the quarter ended September 30, 2002 ("2002
third quarter") by $1,192,033, or 62%, to $720,741 from $1,912,774 in the
corresponding 2001 quarter. Hardware sales declined $855,369, or 58%, to
$621,784 in the 2002 third quarter from $1,477,153 in the corresponding 2001
quarter. This decline is mainly attributable to PWR's inability to process sales
orders due to a lack of available working capital. Service sales decreased
$336,664, or 77%, to $98,957 in the 2002 third quarter from $435,621 in the
corresponding 2001 quarter. The 2002 third quarter includes no service sales
from Vizy NY which reported sales of $231,336 in the corresponding 2001 quarter.

Gross Profit. Gross profit decreased by $286,541, or 68%, to $135,909 in the
2002 third quarter, from $422,450 in the corresponding 2001 quarter. Hardware
gross profit decreased by $140,181, or 55%, to $114,687 in the 2002 third
quarter from $254,868 in the corresponding 2001 quarter. The decrease in gross
profit was attributable to lower hardware sales. Hardware gross margin was 18%
in the 2002 third quarter, fairly consistent with 17% in the corresponding 2001
quarter. Service gross profit decreased by $146,360, or 87%, to $21,222 in the
2002 third quarter from $167,582 in the corresponding 2001 quarter. Service
gross margin decreased to 22% in the 2002 third quarter from 38% in the
corresponding 2001 quarter. The decline in service gross profits and margins is
related to the absence of service sales from Vizy NY.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses ("SG&A") decreased by $303,487, or 28%, to $771,209 in
the 2002 third quarter from $1,074,696 in the corresponding 2001 quarter.
$174,123, or the majority of the decline was attributable to our decision to
outsource and eliminate the production staff at Vizy NY as well as its president
in late November 2001. This decline was partially offset by our newly acquired
subsidiary, SpaceLogix which incurred SG&A of $63,948 in the 2002 third quarter,
primarily consisting of sales salaries and related selling expenses.
Commensurate with our decline in sales, PWR SG&A declined by $237,644 due to
lower selling expenses such as salaries, commissions, bad debts, and freight
out. Corporate overhead increased $44,332 primarily due to increased insurance
and consulting fees.

Amortization of Goodwill. In accordance with Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangibles" (SFAS 142), as of January 1,
2002 we no longer amortize goodwill.

Amortization of Other Intangibles. Amortization of other intangibles decreased
$219,278, or 92%, to $18,108 in the 2002 third quarter from $237,386 in the
corresponding 2001 quarter. The decline in the amortization was a result of the
impairment charge for the full amount of Vizy NY's intangibles in late November
2001 and impairment reductions in PWR's intangibles, also in the fourth quarter
of 2001, as well as in June 2002.


                                       22
<PAGE>

Depreciation and amortization. Depreciation and amortization decreased by
$248,242 or 77%, to $73,414 in the 2002 third quarter from $321,656 in the
corresponding 2001 quarter. This decrease was related to certain deferred
consulting fees whose future benefit was considered to have expired and for
which we accelerated the amortization in the quarter ended June 2002.

Impairment Loss. We recorded an impairment loss of $660,789, of which $310,789
represented the remaining value of other intangibles at our PWR subsidiary as a
result of a continued decline in sales, losses of key salespeople and the
continued uncertainty as to our ability to complete PWR's financing plans. The
balance of $350,000 represented contingent consideration based on the financial
performance of PWR; in view of the impairment losses already recognized, this
purchase price adjustment, normally recorded as additional goodwill, was charged
to operations as an additional impairment loss.

Other (income) expense, net. We reported interest and other income of ($8,364)
in the 2002 third quarter compared to interest and other expense of $47,438 in
the corresponding 2001 quarter. The 2002 third quarter reflects $11,445 and
$11,286 of interest and royalty income, respectively related to the sale of our
Serif Europe software subsidiary in March 2001, offset by certain interest
expenses. The corresponding 2001 quarter included $47,813 of amortized debt
issuance expense incurred in connection with a line of credit which expired in
2001.

Nine-Months Ended September 30, 2002 compared to Nine-Months Ended September 30,
2001.

Net Sales. Net sales decreased in the nine-months ended September 30, 2002
("2002 nine-month period") by $7,397,381, or 69%, to $3,252,428 from $10,649,809
in the corresponding 2001 period. Hardware sales declined $6,113,521, or 67%, to
$2,952,478 in the 2002 nine-month period from $9,065,999 in the corresponding
2001 period. This decline is mainly attributable to PWR's inability to process
sales orders due to a lack of available working capital. Service sales decreased
$1,283,860, or 81%, to $299,950 in the 2002 nine-month period from $1,583,810 in
the corresponding 2001 period. The 2002 nine-month period includes no service
sales from Vizy NY which reported sales of $1,203,736 in the corresponding 2001
period.

Gross Profit. Gross profit decreased by $1,145,966, or 70%, to $490,400 in the
2002 nine-month period, from $1,636,366 in the corresponding 2001 period.
Hardware gross profit decreased by $636,855, or 60%, to $425,375 in the 2002
nine-month period from $1,062,230 in the corresponding 2001 period. The decrease
in gross profit was attributable to lower hardware sales. Hardware gross margin
increased to 14% in the 2002 nine-month period from 12% in the corresponding
2001 period. The increased hardware margin was due to a focus on higher margin
goods in the product mix. Service gross profit decreased by $509,111, or 89%, to
$65,025 in the 2002 nine-month period from $574,136 in the corresponding 2001
period. Service gross margin decreased to 22% in the 2002 nine-month period from
36% in the corresponding 2001 period. The decline in service gross profits and
margins is related to the absence of service sales from Vizy NY.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses ("SG&A") decreased by $728,954, or 20%, to $2,878,724 in
the 2002 nine-month period from $3,607,678 in the corresponding 2001 period.
$707,260, or the majority of the decline was attributable to our decision to
outsource and eliminate the production staff at Vizy NY as well as its president
in late November 2001. This decline was partially offset by our newly acquired
subsidiary, SpaceLogix which incurred SG&A of $398,278 in the 2002 nine-month
period, primarily consisting of sales salaries and related selling expenses.
Commensurate with our decline in sales, PWR SG&A declined by $424,662 due to
lower selling expenses such as salaries, commissions, bad debts, and freight out
during the same period.

Amortization of Goodwill. In accordance with Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangibles" (SFAS 142), as of January 1,
2002 we no longer amortize goodwill.

Amortization of Other Intangibles. Amortization of other intangibles decreased
$506,316, or 71%, to $205,841 in the 2002 nine-month period from $712,157 in the
corresponding 2001 period. The decline in the amortization was a result of the
impairment charge for the full amount of Vizy NY's intangibles in late November
2001 and impairment reductions in PWR's intangibles, also in the fourth quarter
of 2001, as well as in June 2002.


                                       23
<PAGE>

Depreciation and amortization. Depreciation and amortization decreased $149,751
or 18%, to $693,559 in the 2002 nine-month period from $843,310 in the
corresponding 2001 period. This decrease was related to certain deferred
consulting fees whose future benefit was considered to have expired and for
which we had accelerated the amortization in the quarter ended June 2002.

Impairment Loss. For the 2002 nine-month period we recorded impairment losses
totaling $5,607,379 comprised of a $310,789 write-off against the remaining
value of other intangibles at PWR in the 2002 third quarter, contingent
consideration of $350,000 based on the financial performance of PWR, and
$4,946,590 in the 2002 six-month period representing the full amount of the
SpaceLogix Inc. goodwill, or $3,589,590, and a $1,357,000 write-off against the
value of other intangibles at PWR. We tested the goodwill acquired in the
December 28, 2001 SpaceLogix acquisition for impairment upon the adoption of
SFAS 142 as of January 1, 2002, and concluded that, under the transitional
goodwill impairment test, no impairment had occurred at that date. However, as a
result of a significant adverse change in the business climate in the telecom
industry in the third quarter of 2002 upon which SpaceLogix's business plan was
dependent, management concluded that circumstances had changed to the point that
it was more likely than not that the fair value of the SpaceLogix reporting unit
had been reduced below its carrying amount, and therefore tested its goodwill
for impairment again as of June 30, 2002.

We concluded that our ability to recover our investment within a reasonable
period of time was extremely doubtful as a result of: (i) the severe falloff in
the telecom sector characterized by many business failures, and exemplified by
our report in our 8K dated March 6, 2002 of a solutions provider relationship
with a major telecommunications company that recently filed for Chapter 11; (ii)
SpaceLogix's failure to generate revenues of any significance during the
previous six-months; and (iii) the absence of firm commitments for future
revenues. We therefore wrote-off our investment and recorded a $3,589,590
impairment loss at June 30, 2002.

Our analysis of other intangibles at June 30, 2002 was based on projected cash
flows of our operating unit and a determination based upon then current
assumptions with regard to attaining sufficient financing and our assessment of
the business environment. Based on this analysis, utilizing a zero salvage value
and a 10% discount rate, we recorded a $1,357,000 impairment loss for PWR at
June 30, 2002. We recorded an additional impairment loss of $310,789 at
September 30, 2002, representing the remaining value of other intangibles at our
PWR subsidiary, as a result of a continued decline in sales, losses of key
salespeople and the continued uncertainty as to our ability to complete PWR's
financing plans. In view of the impairment losses already recognized, this
purchase price adjustment of $350,000, normally recorded as additional goodwill,
was charged to operations as an additional impairment loss.

Other (income) expense, net. We reported interest and other income of ($122,640)
in the 2002 nine-month period compared to interest and other expense of $153,989
in the corresponding 2001 period. The 2002 nine-month period reflects $94,044 of
other income related to an insurance reimbursement for business interruption
relative to the events of September 11, 2001. The 2001 nine-month period
included $143,442 of amortized debt issuance expense incurred in connection with
a line of credit which expired in 2001.

Liquidity and Capital Resources

Working Capital Deficiency:

We have experienced recurring net losses since our inception, and had a working
capital deficiency of $4,948,820 at September 30, 2002. The increase of
$1,084,590, from our working capital deficiency of $3,864,230 at December 31,
2001, is principally a result of losses in the 2002 nine-month period.

For some time our principal source of liquidity has been from external equity
and other financings rather than our operations. Our operating ability, and
therefore our ability to generate cash to cover our operating burden, is
inextricably tied to having a certain base level of funding availability either
in debt or equity, or a combination of both.

Trautman Wasserman, our placement agent, has placed or arranged in excess of
$1,600,000 in debt and equity financing for us through September 30, 2002.


                                       24
<PAGE>

On May 30, 2002 JPMorgan Chase Bank ("JPMC") agreed to modify the terms of the
note due this bank of which $904,172 was outstanding at September 30, 2002, and
extend the term thereof to our PWR subsidiary. We agreed to make monthly
installments to JPMC through September 15th 2003 until the loan amount is
completely satisfied.

On June 12, 2002, PWR entered into a wholesale financing agreement with IBM
Credit Corporation for a $150,000 line of credit. The agreement provides for a
revolving thirty-day interest free financing inventory floor plan arrangement.

On October 1, 2002 we completed the sale of certain trademarks containing or
consisting of the term "HARVARD" owned by our Software Publishing Corporation
subsidiary to the President and Fellows of Harvard College for $420,000 before
associated fees. We received an initial deposit and will receive the balance of
the funds upon the completion of the transfer of all of the trademarks to the
aforementioned party. Under a previous agreement dated May 30, 2002 with JPMC,
$400,000 of the proceeds received will be utilized to pay down the $904,172 bank
note payable at September 30, 2002.

We have negotiated with Keltic Financial Partners, LP ("Keltic") for up to a
$2,500,000 line of credit facility. The completion of the financing is wholly
dependent upon the Company raising external financing sufficient to reduce the
trade obligations of its PWR subsidiary and improve the overall balance sheet
fundamentals of the subsidiary to the satisfaction of Keltic. Availability under
the line is expected to be determined as a percentage of borrowings against
eligible, as defined, trade receivables. Those receivables are currently pledged
to JPMC, which has preliminarily agreed to subordinate those receivables upon
the satisfaction of certain conditions. Based on current receivable balances at
October 31, 2002 the Company would initially receive approximately $100,000 from
Keltic, after consideration of associated fees. This amount will be utilized
solely for the outstanding debts and working capital of PWR. While we believe we
will succeed in completing negotiation of the $2,500,000 line of credit facility
with Keltic, no assurance can be given that we will be successful in this
endeavor, and if unsuccessful it will impair our ability to continue our
operations.

We believe that over the next twelve months we will need to raise at least an
additional $2,000,000 to $3,000,000 to meet our currently anticipated liquidity
and capital expenditure requirements. We intend to seek additional financing
through a variety of methods. Additionally the longer it takes for us to raise
the money necessary to provide our operation with a sufficient base of working
capital to generate a return the greater our needs become. Therefore, we
estimate that each additional quarter in which funding is absent can result in
an additional $200,000 or more in funding requirements. We believe we have taken
significant strides over the past year to reduce our operating burden in the
face of constrained capital markets and difficult economic times but nonetheless
need additional minimum operating capital to allow our operations to become the
principal source of liquidity. We believe the completion of the aforementioned
Keltic facility combined with additional funding initiatives, will enable us to
reach our goals. We also believe that our relationship with our placement agent,
Trautman Wasserman, will be beneficial, considering that with their assistance
we have completed in the first nine months of 2002 more equity funding than in
all of 2001.

We intend to utilize our available funds in 2002 to finance the working capital
requirements of our PWR and SpaceLogix subsidiaries in our information
technology product and service solutions business. Our cash requirements,
however, may change depending upon numerous factors, including, without
limitation, the cost of integrating our businesses, as well as increased
personnel costs, inventory and accounts receivable arising from the sale and
shipment of new or additional products, and other expansion of our business.
There can be no assurance that we will be successful in attaining our sales or
strategic goals, or that attaining such goals will have the desired effect on
our cash resources.

There can be no assurances that we will be successful in concluding any of our
funding initiatives on terms acceptable to us, or at all. The financial
statements do not include any adjustments that that might result from the
outcome of this uncertainty.

Our cash and cash equivalents decreased by $197,493 to $92,110 at September 30,
2002 from $289,603 at December 31, 2001.


                                       25
<PAGE>

Operating activities

During the 2002 nine-month period, net cash used in operating activities
increased to $1,362,682 from $700,474 in the corresponding 2001 period. The
increase was principally a result of the loss during the 2002 nine-month period.

Investing activities

Cash provided by investing activities in the 2002 nine-month period was $330,260
compared to cash used of $136,568 in the corresponding 2001 period. We sold our
Serif Europe operations on March 31, 2001. Proceeds from the related note
receivable was $307,928 in the 2002 nine-month period compared to $184,217 in
the corresponding 2001 period. The corresponding 2001 period also reflected
$387,767 of net cash disposed with this business sale.

Financing activities

Cash provided by financing activities increased to $832,587 in the 2002
nine-month period from $101,344 in the corresponding 2001 period. In the 2002
nine-month period, we received $760,780 from the sale of our common stock,
$350,000 from a series of bridge loans, and $138,184 from our new inventory
financing facility. This compared to $269,315 of proceeds from the sale of
common stock in the corresponding 2001 period.

Note payable to former law firm

We are obligated on a promissory note in the amount of $464,342 to our former
law firm, Kaufman & Moomjian, LLC for legal services rendered. On April 15,
2002, we defaulted on this note and the entire amount is due and payable. On May
1, 2002 we received a formal notice of default from the law firm. We are
currently in the process of pursuing a settlement with this former law firm.

On November 12, 2002 we received a summons and verified complaint in the matter
of Kaufman & Moomjian, LLC, and Neil M. Kaufman v. Vizacom Inc., Vincent
DiSpigno, David N. Salav, Francis X. Murphy issued in the Supreme Court of the
State of New York, County of Nassau against us and certain of our officers and
directors. The complaint has multiple overlapping claims arising from
allegations of unpaid legal fees and certain indemnification claims. The total
damages claimed are estimated to approximate $2,000,000.

Management has recorded trade and other obligations and a note for legal
services to this firm and therefore has acknowledged its obligations to this
firm. We believe that the litigation is frivolous for the most part, and we
intend to contest it vigorously. Management is pursuing settlement discussions
in this matter to avoid protracted litigation.

Settlement with Community Towers, LLC

On October 1, 2002, we received a formal notice of default in connection with
past due settlement obligations aggregating $102,766. Management has pursued
discussions to resolve the matter.

Foreign currency risk

Our foreign exchange exposure and gains and losses have been substantially
reduced given the divestiture of our international operations.

Seasonality

We believe that our information technology product and solutions business is not
characterized by significant fluctuations, though the fourth quarter of each
year may be our period of strongest financial performance as corporations
attempt to meet their budget allocations.

Inflation

We believe that inflation has generally not had a material impact on our
operations.


                                       26
<PAGE>

Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" and
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141supersedes
Accounting Principles Board ("APB") Opinion 16 "Business Combinations" and SFAS
No. 38 "Accounting for Pre-acquisition Contingencies," and eliminates the
pooling-of-interests method of accounting for business combinations except for
qualifying business combinations that were initiated prior to July 1, 2001. SFAS
No. 141 also includes new criteria to recognize intangible assets separately
from goodwill. The requirements of SFAS 141 are effective for any business
combination accounted for by the purchase method that is completed after June
30, 2001 (i.e., the acquisition date is July 1, 2001 or after). We applied the
criteria under this statement in regard to our acquisition of SpaceLogix Inc. in
December 2001.

SFAS No. 142, supersedes APB Opinion No. 17, "Intangible Assets," and states
that goodwill and intangible assets with indefinite lives are no longer
amortized but are reviewed for impairment annually, or more frequently if
impairment indicators arise. Separable intangible assets that are not deemed to
have an indefinite life will continue to be amortized over their useful lives.
The discontinuing of amortization provisions under SFAS No. 142 of goodwill and
indefinite lived intangible assets apply to assets acquired after June 30, 2001.
In addition, the impairment provisions of SFAS 142 apply to assets acquired
prior to July 1, 2001 upon adoption of SFAS 142. We adopted this statement as of
January 1, 2002. Under the transitional goodwill impairment test, goodwill in
each reporting unit must be tested for impairment as of January 1, 2002. We had
six months to complete the first step of the transitional goodwill impairment
test but the amounts used to perform the test must be those at January 1, 2002.
Had the carrying amount of the net assets of the reporting unit (including
goodwill) exceeded the fair value of that reporting unit, then the second step
of the transitional goodwill impairment test must be completed as soon as
possible, but not later than December 31, 2002. The second step of the
transitional goodwill impairment test measures the amount of impairment loss by
measuring the implied fair value of the goodwill against its carrying value. An
impairment loss recognized as a result of a transitional goodwill impairment
test would be recognized as the effect of a change in accounting principle.
Although a transitional impairment loss for goodwill may be measured in other
than the first interim reporting period, it shall be recognized in the first
interim period irrespective of the period in which it was measured. Therefore, a
transitional goodwill impairment loss, which is measured in any period other
than the first interim reporting period would require the amendment of
previously filed interim period financial statements. There was no impairment of
goodwill upon adoption of SFAS 142.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets ("SFAS No. 144"), which supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be disposed of." The primary objective of SFAS No. 144 is to develop one
accounting model based on the framework established in SFAS No. 121 for
long-lived assets to be disposed of by sale, and to address significant
implementation issues. The provisions of this statement were effective for our
fiscal year beginning January 1, 2002.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
Among other provisions, SFAS 145 rescinds SFAS 4 "Reporting Gains and Losses
from Extinguishment of Debt." Accordingly, gains or losses from extinguishment
of debt shall not be reported as extraordinary items unless the extinguishment
qualifies as an extraordinary item under the criteria of Accounting Principles
Board ("APB") Opinion No. 30, "Reporting the Results of Operations--Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions." Gains or losses from
extinguishment of debt that do not meet the criteria of APB 30 should be
reclassified to income from continuing operations in all prior periods
presented. The provisions of SFAS 145 will be effective in 2003 for us.


                                       27
<PAGE>

Item 3. Controls and Procedures

Evaluation of disclosure controls and procedures

Within 90 days prior to the date of this report (the Evaluation Date), our
President and Chief Executive Officer and Senior Vice President and Chief
Financial Officer, carried out an evaluation of the effectiveness of the
Company's "disclosure controls and procedures" (as defined in the Securities
Exchange Act of 1934 Rules 13a-14(c) and 15(d)-14(c)). Based on that evaluation,
these officers have concluded that as of the Evaluation Date, the Company's
disclosure controls and procedures were adequate and designed to ensure that
material information relating to the Company and the Company's consolidated
subsidiaries would be made known to them by others within those entities.

Changes in internal controls

There were no significant changes in the Company's internal controls, or to the
Company's knowledge, in other factors that could significantly affect the
Company's disclosure controls and procedures subsequent to the Evaluation Date.


                                       28
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

      Kaufman & Moomjian, LLC, and Neil M. Kaufman v. Vizacom Inc., Vincent
      DiSpigno, David N. Salav, Francis X. Murphy. On November 12, 2002 we
      received a summons and verified complaint issued in the Supreme Court of
      the State of New York, County of Nassau against us and certain of our
      officers and directors. The complaint has multiple overlapping claims
      arising from allegations of unpaid legal fees and certain indemnification
      claims. The total damages claimed are estimated to approximate $2,000,000.

      Management has recorded trade and other obligations, and a note for legal
      services to this firm and therefore has acknowledged its obligations to
      this firm. We believe that the litigation is frivolous for the most part,
      and we intend to contest it vigorously. Management is pursuing settlement
      discussions in this matter to avoid protracted litigation.

      Community Towers, LLC vs. Software Publishing Corporation: In the fourth
      quarter of 1998, an action was commenced against Software Publishing
      Corporation ("SPC"), a subsidiary of the Company, in California in which
      Community Towers, LLC ("CT, LLC") sought $300,000 plus interest and
      attorneys' fees for SPC's alleged violation of a lease for office space
      located in San Jose, California. This was the location at which SPC had
      its principal place of business and at which we had our principal
      executive offices during the period of January 1997 through January 1998.

      On October 1, 2002, we received a formal notice of default from CT, LLC in
      the amount of $102,766. Under the terms of the original settlement with
      CT, LLC reached in April 2002 we were to pay $75,000 in June 2002 and
      register 256,410 shares of our common stock valued at $.78, or $200,000,
      no later than June 30, 2002. We were unable to meet these conditions.
      Additionally we pledged 96,154 shares of our common stock as collateral
      against the $75,000 payment due in June 2002. The agreement provided that
      if the 256,410 common shares were not registered by September 30, 2002,
      then CT, LLC would have the ability to put 16.66% of the 256,410 common
      shares, or 42,717 common shares, to us on a quarterly basis beginning
      October 1, 2002, at the lesser of the then market price, or $.78. The
      Agreement provided this put option to CT, LLC for a maximum of two
      quarters, or 85,434 shares in the aggregate (33.32% of 256,410 shares).
      The price of the common stock on October 1, 2002 was $.65. Therefore the
      formal notice of default encompassed the $75,000 payment amount and the
      October 1, 2002 put for $27,766, or $102,766 in the aggregate. Such
      amounts are reflected in the balance sheet captions accrued liabilities
      and common stock subject to put option, respectively, in the accompanying
      September 30, 2002 balance sheet. We are in discussions with CT, LLC to
      resolve this matter.

      Ian Charles Norris McCalla and Paul John Simpson and vs. Vizacom Inc. and
      Jeffrey Raymond White vs. Vizacom Inc.: On February 2, 2001, Junction 15
      ("J15") and interMETHODS ("IML'), two of our UK subsidiaries entered into
      creditors voluntary liquidation in the UK. Insolvency Practitioners from
      KPMG in the UK were appointed to be their liquidators. Prior to the
      liquidation of J15, the employment of two of its executives was
      terminated. In April 2001, these two executives commenced proceedings
      against us claiming compensation for loss of office and obtained an order
      from the High Court of Justice, freezing our assets in the UK up to a
      value of (pound)362,000 (approximately $517,000). At the same time, a
      shareholder in IML issued proceedings claiming approximately $100,000 due
      to him under a deferred payment agreement. $150,000 of cash that we
      received upon the completion of the sale of the our Serif subsidiary in
      March 2001 is being held in escrow by the our lawyers in the UK, and, with
      our other assets held in the United Kingdom, are included in restricted
      assets in the accompanying balance sheet. We issued a defense and
      counterclaim in both sets of proceedings. We contend that two executives
      from J15 were dismissed for cause, and that all three claimants are liable
      in damages for breaches of warranties and breach of their duties of care
      in respect of the purchase of the two subsidiaries. We intend to
      vigorously defend these proceedings unless an acceptable settlement can be
      reached. We have been advised by our UK legal counsel that the injunction
      will not affect our ability to receive and utilize the monthly payments
      from Serif Inc. pursuant to the promissory note because Serif Inc. is
      domiciled in the US. An agreement in principle has been negotiated in this
      matter and final terms are currently being drafted. The proposed agreement
      would provide for a lifting of the freezing order against our United
      Kingdom assets, payment of $125,000 from currently restricted assets,
      issuance of 150,000 shares of common stock subject to certain lockup


                                       29
<PAGE>

      provisions, release of pre-existing shares issued in connections with the
      our acquisitions of IML and J15, and forfeiture by us of an $104,175
      obligation due to Jeffrey Raymond White in connection with the IML
      acquisition.

      Robert Blum vs. Renaissance Multimedia, Inc.: This matter was brought in
      March of 2001 in the Supreme Court of New York, New York against our
      subsidiary Renaissance Multimedia Inc. and its former president in which
      the plaintiff alleges discriminatory hiring practices and seeks an
      undisclosed sum of compensatory damages, attorney fees and punitive
      damages. Discovery has been completed and a trial date has been set for
      January 2003. We believe this action is without merit and intend to
      vigorously defend this action.

      Information Leasing Corporation vs. Renaissance Multimedia, Inc.: This
      matter brought in the March 2002 in the Supreme Court of New York, New
      York against our subsidiary Renaissance Multimedia Inc. and its former
      president in which the plaintiff seeks $75,000 plus attorneys' fees
      alleging breach of an installment payment agreement and security agreement
      for certain software and related services. This matter has been disputed
      prior to the acquisition of Renaissance, and we have an obligation to
      indemnify the former president of this subsidiary since he personally
      guaranteed the installment payment agreement. The installment payment
      arrangement relates to a certain software product intended for developing
      complex e-commerce solutions and an associated support arrangement.
      Renaissance was unable to utilize the product and was not provided with
      the appropriate level of aftermarket support. The plaintiff has filed a
      motion for summary judgment which will be heard in December 2002. We
      believe this action is without merit and intend to vigorously defend this
      action.

Item 2. Changes in Securities and Use of Proceeds.

      On April 1, 2002 we received a $150,000 bridge loan from Brian Dow, an
      individual accredited investor, which was due July 31, 2002, subject to
      prepayment upon completion of certain financing. The loan bears interest
      at 12.5% per annum and we will issue a three-year warrant to purchase
      50,000 shares of our common stock at an exercise price of $.90 per share.
      On July 31, 2002, in consideration of a sixty-day extension, we issued a
      three-year warrant to purchase 20,000 shares of our common stock at an
      exercise price of $.90 per share; the note holder agreed to extend the due
      date of the note to September 30, 2002. On October 1, 2002, in
      consideration of a ninety-day extension until December 31, 2002, we issued
      a five-year warrant to purchase 70,000 shares of our common stock at a
      price of $.25, and cancelled the previous two warrants. Trautman
      Wasserman, as placement agent, will receive a $15,000 placement fee. The
      issuance of the warrants and note were private transactions exempt from
      registration pursuant to Section 4(2) of the Securities Act.

Item 3. Defaults Upon Senior Securities.

      We are obligated on a promissory note in the amount of $464,342 to our
      former law firm, Kaufman & Moomjian, LLC for legal services rendered. On
      April 15, 2002, we defaulted on this note and the entire amount is due and
      payable. On May 1, 2002 we received a formal notice of default from the
      law firm. We are currently in the process of pursuing a settlement with
      this former law firm.

      On November 12, 2002 we received a summons and verified complaint in the
      matter of Kaufman & Moomjian, LLC, and Neil M. Kaufman v. Vizacom Inc.,
      Vincent DiSpigno, David N. Salav, Francis X. Murphy issued in the Supreme
      Court of the State of New York, County of Nassau against us and certain of
      our officers and directors. The complaint has multiple overlapping claims
      arising from allegations of unpaid legal fees and certain indemnification
      claims. The total damages claimed are estimated to approximate $2,000,000.

      Management has recorded trade and other obligations and a note for legal
      services to this firm and therefore has acknowledged its obligations to
      this firm. We believe that the litigation is frivolous for the most part,
      and we intend to contest it vigorously. Management is pursuing settlement
      discussions in this matter to avoid protracted litigation.


                                       30
<PAGE>

      We are obligated on a settlement agreement in the amount of $102,766 plus
      accrued interest to Community Towers LLC. On October 1, 2002 we received a
      formal notice of default from Community Towers, LLC. We are currently
      pursuing discussions to resolve this matter.

Item 4. Submission of Matters to a Vote of Security Holders.

      None

Item 5. Other Information.

      On July 17, 2002, Douglas Greenwood, a principal of Trautman Wasserman,
      our placement agent and investment advisor, was elected by the Board of
      Directors to serve as a director in Class II and serve until the annual
      meeting in 2004. On September 13, 2002 the Board of Directors accepted the
      resignation of Paul Block as executive vice president of marketing and
      administration of the Company as well as other officer posts within the
      various corporate subsidiary structure. On the same date Douglas Greenwood
      replaced Vincent DiSpigno as chairman of the Company. On September 30,
      2002 the Board of Directors accepted the resignation of Paul Block as a
      director of the Company and its various subsidiaries, as well as accepting
      the resignation of David Buckel as a director of the Company. Mark
      Barbera, another principal of Trautman Wasserman, was elected to serve as
      a director in Class I and serve until the annual meeting in 2003.

Item 6. Exhibits and Reports on Form 8-K.

      (a.)    Exhibits.

              Set forth below are all exhibits to this Quarterly Report on Form
              10-QSB.

      Number   Description
      ------   -----------

      3.1     Amendment to By-Laws of Vizacom Inc. dated December 27, 2001.
              (Incorporated by reference to Exhibit 3.1 to the Company's
              Quarterly Report on Form 10-QSB for the period ended March 31,
              2002 (Commission File No. 1-14076), filed with the Commission on
              May 14, 2002.)

      3.2     Amendment to By-Laws of Vizacom Inc. dated June 26, 2002.
              (Incorporated by reference to Exhibit 3.1 to the Company's
              Quarterly Report on Form 10-QSB for the period ended June 30, 2002
              (Commission File No. 1-14076), filed with the Commission on August
              15, 2002.)

      3.3     Amendment to Rights Agreement dated June 27, 2002. (Incorporated
              by reference to Exhibit 3.1 to the Company's Quarterly Report on
              Form 10-QSB for the period ended June 30, 2002 (Commission File
              No. 1-14076), filed with the Commission on August 15, 2002.)

      10.1    Reimbursement Agreement dated May 23, 2002 between PWR Systems,
              Inc, and Trautman Wasserman 8701 Opportunities Fund LP.
              (Incorporated by reference to Exhibit 3.1 to the Company's
              Quarterly Report on Form 10-QSB for the period ended June 30, 2002
              (Commission File No. 1-14076), filed with the Commission on August
              15, 2002.)

      10.2(i) Letter regarding modification of JPMorgan Promissory Note.
              (Incorporated by reference to Exhibit 3.1 to the Company's
              Quarterly Report on Form 10-QSB for the period ended June 30, 2002
              (Commission File No. 1-14076), filed with the Commission on August
              15, 2002.)

      10.2(ii) Modification of JPMorgan Promissory Note dated May 30, 2002.
              (Incorporated by reference to Exhibit 3.1 to the Company's
              Quarterly Report on Form 10-QSB for the period ended June 30, 2002
              (Commission File No. 1-14076), filed with the Commission on August
              15, 2002.)

      10.3    Agreement for Wholesale Financing dated June 12, 2002 between IBM
              Credit Corporation and PWR Systems, Inc. (Incorporated by
              reference to Exhibit 3.1 to the Company's Quarterly Report


                                       31
<PAGE>

              on Form 10-QSB for the period ended June 30, 2002 (Commission File
              No. 1-14076), filed with the Commission on August 15, 2002.)

      10.4    Lease amendment letter dated June 27, 2002 between Spacely, LLC
              and PWR Systems. (Incorporated by reference to Exhibit 3.1 to the
              Company's Quarterly Report on Form 10-QSB for the period ended
              June 30, 2002 (Commission File No. 1-14076), filed with the
              Commission on August 15, 2002.)

      10.5    Amendment No. 2 dated August 23, 2002 to Executive Employment
              Agreement dated March 27, 2000 among Vizacom Inc, PWR Systems, and
              Vincent DiSpigno.

      10.6    Amendment No. 2 dated August 23, 2002 to Executive Employment
              Agreement dated March 27, 2000 among Vizacom Inc, PWR Systems, and
              David Salav.

      10.7    Agreement between Harvard and Vizacom effective October 1, 2002.

      10.8    Settlement Agreement between Software Publishing Corporation and
              Serif effective October 1, 2002.

      10.9    Software License Agreement between Software Licensing Corporation
              and Serif effective October 1, 2002.

      99.1    Certification of Chief Executive Officer pursuant to Section 906
              of the Sarbanes-Oxley Act of 2002.

      99.2    Certification of Chief Financial Officer pursuant to Section 906
              of the Sarbanes-Oxley Act of 2002.

      (b.)    Reports on Form 8-K

              We filed on Form 8-K on July 25, 2002 under Item 5 "Other Events"
              regarding the disclosure of a press release announcing the
              appointment of Douglas Greenwood to the Board of Directors and the
              rescheduling of our 2002 Annual Meeting of Stockholders.

              We filed on Form 8-K on September 9, 2002 under Item 5 "Other
              Events" regarding the disclosure in a press release announcing
              that our shares were delisted from the Nasdaq SmallCap Market on
              September 6, 2002 because the trading price of our shares did not
              meet the requirements of the minimum $1.00 bid price and because
              our stockholders' equity fell below $2,500,000 at June 30, 2002.
              Our shares now trade on the OTC Bulletin Board under the symbol
              VIZY.OB.


                                       32
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                       VIZACOM, INC.


Dated: November 14, 2002                  By:       /s/ Vincent DiSpigno
                                             -----------------------------------

                                                     Vincent DiSpigno
                                                 Chief Executive Officer,
                                                       and President
                                               (Principal Executive Officer)


Dated: November 14, 2002                  By:      /s/ Alan W. Schoenbart
                                             -----------------------------------
                                                      Alan W. Schoenbart
                                             Senior Vice President - Finance and
                                                  Administration, Treasurer
                                                 and Chief Financial Officer
                                                (Principal Financial Officer)


                                       33
<PAGE>

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Vincent DiSpigno, certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of Vizacom Inc.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

            a)    designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

            b)    evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

            c)    presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent function):

            a)    all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

            b)    any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.


Date: November 14, 2002                             /s/ Vincent DiSpigno
                                                    --------------------
                                                    Vincent DiSpigno
                                                    Chief Executive Officer


                                       34
<PAGE>

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Alan W. Schoenbart, certify that:

      1.    I have reviewed this quarterly report on Form 10-QSB of Vizacom
            Inc.;

      2.    Based on my knowledge, this quarterly report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this quarterly report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this quarterly report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the registrant as of, and for, the periods presented
            in this quarterly report;

      4.    The registrant's other certifying officers and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
            and we have:

                  d)    designed such disclosure controls and procedures to
                        ensure that material information relating to the
                        registrant, including its consolidated subsidiaries, is
                        made known to us by others within those entities,
                        particularly during the period in which this quarterly
                        report is being prepared;

                  e)    evaluated the effectiveness of the registrant's
                        disclosure controls and procedures as of a date within
                        90 days prior to the filing date of this quarterly
                        report (the "Evaluation Date"); and

                  f)    presented in this quarterly report our conclusions about
                        the effectiveness of the disclosure controls and
                        procedures based on our evaluation as of the Evaluation
                        Date;

      5.    The registrant's other certifying officers and I have disclosed,
            based on our most recent evaluation, to the registrant's auditors
            and the audit committee of registrant's board of directors (or
            persons performing the equivalent function):

                  c)    all significant deficiencies in the design or operation
                        of internal controls which could adversely affect the
                        registrant's ability to record, process, summarize and
                        report financial data and have identified for the
                        registrant's auditors any material weaknesses in
                        internal controls; and

                  d)    any fraud, whether or not material, that involves
                        management or other employees who have a significant
                        role in the registrant's internal controls; and

      6.    The registrant's other certifying officers and I have indicated in
            this quarterly report whether or not there were significant changes
            in internal controls or in other factors that could significantly
            affect internal controls subsequent to the date of our most recent
            evaluation, including any corrective actions with regard to
            significant deficiencies and material weaknesses.


Date: November 14, 2002                        /s/ Alan W. Schoenbart
                                               ----------------------
                                               Alan W. Schoenbart
                                               Chief Financial Officer


                                       35
<PAGE>

                                  VIZACOM INC.
                                INDEX TO EXHIBITS

Number      Description

3.2         Amendment to By-Laws of Vizacom Inc. dated December 27, 2001.
            (Incorporated by reference to Exhibit 3.1 to the Company's Quarterly
            Report on Form 10-QSB for the period ended March 31, 2002
            (Commission File No. 1-14076), filed with the Commission on May 14,
            2002.)

3.2         Amendment to By-Laws of Vizacom Inc. dated June 26, 2002.
            (Incorporated by reference to Exhibit 3.1 to the Company's Quarterly
            Report on Form 10-QSB for the period ended June 30, 2002 (Commission
            File No. 1-14076), filed with the Commission on August 15, 2002.)

3.3         Amendment to Rights Agreement dated June 27, 2002. (Incorporated by
            reference to Exhibit 3.1 to the Company's Quarterly Report on Form
            10-QSB for the period ended June 30, 2002 (Commission File No.
            1-14076), filed with the Commission on August 15, 2002.)

10.2        Reimbursement Agreement dated May 23, 2002 between PWR Systems, Inc,
            and Trautman Wasserman 8701 Opportunities Fund LP. (Incorporated by
            reference to Exhibit 3.1 to the Company's Quarterly Report on Form
            10-QSB for the period ended June 30, 2002 (Commission File No.
            1-14076), filed with the Commission on August 15, 2002.)

10.2(i)     Letter regarding modification of JPMorgan Promissory Note.
            (Incorporated by reference to Exhibit 3.1 to the Company's Quarterly
            Report on Form 10-QSB for the period ended June 30, 2002 (Commission
            File No. 1-14076), filed with the Commission on August 15, 2002.)

10.2(ii)    Modification of JPMorgan Promissory Note dated May 30, 2002.
            (Incorporated by reference to Exhibit 3.1 to the Company's Quarterly
            Report on Form 10-QSB for the period ended June 30, 2002 (Commission
            File No. 1-14076), filed with the Commission on August 15, 2002.

10.3        Agreement for Wholesale Financing dated June 12, 2002 between IBM
            Credit Corporation and PWR Systems, Inc. (Incorporated by reference
            to Exhibit 3.1 to the Company's Quarterly Report on Form 10-QSB for
            the period ended June 30, 2002 (Commission File No. 1-14076), filed
            with the Commission on August 15, 2002.)

10.4        Lease amendment letter dated June 27, 2002 between Spacely, LLC and
            PWR Systems. (Incorporated by reference to Exhibit 3.1 to the
            Company's Quarterly Report on Form 10-QSB for the period ended June
            30, 2002 (Commission File No. 1-14076), filed with the Commission on
            August 15, 2002.)

10.5        Amendment No. 2 dated August 23, 2002 to Executive Employment
            Agreement dated March 27, 2000 among Vizacom Inc, PWR Systems, and
            Vincent DiSpigno.

10.6        Amendment No. 2 dated August 23, 2002 to Executive Employment
            Agreement dated March 27, 2000 among Vizacom Inc, PWR Systems, and
            David Salav.

10.7        Agreement between Harvard and Vizacom effective October 1, 2002.

10.8        Settlement Agreement between Software Publishing Corporation and
            Serif effective October 1, 2002.

10.9        Software License Agreement between Software Licensing Corporation
            and Serif effective October 1, 2002.

99.1        Certification of Chief Executive Officer Pursuant to Section 906 of
            the Sarbanes-Oxley Act of 2002.

99.2        Certification of Chief Executive Officer Pursuant to Section 906 of
            the Sarbanes-Oxley Act of 2002.


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