REGISTRATION RIGHTS AGREEMENT


     REGISTRATION  RIGHTS  AGREEMENT,  dated as of October 11th,  2000,  between
Vizacom  Inc.,  a  Delaware   corporation   (the  "Company")  and  each  of  the
stockholders  of the  Company  set  forth  on the  signature  page  hereto  (the
"Stockholders").

     WHEREAS,  this  Agreement has been entered into in connection  with a Share
Purchase  Agreement  dated as of October 11th 2000 (the  "Purchase  Agreement"),
among the Company and each of the Seller Stockholders set forth on the signature
page thereto.

     NOW, THEREFORE, it is agreed as follows:

     1. Defined  Terms.  Each of the  following  terms shall have the  following
meanings  (such  definitions to be applicable to both the plural and singular of
the terms defined):

          (a) Registerable Securities.  The term "Registerable Securities" shall
     mean any of the  shares of  Capital  Stock of the  Company,  including  any
     shares of Common Stock or other securities  received in connection with any
     stock split,  stock  dividend,  merger,  reorganization,  recapitalization,
     reclassification  or other distribution  payable or issuable upon shares of
     Common Stock. For the purposes of this Agreement,  securities will cease to
     be  Registerable  Securities  when (A) a registration  statement  under the
     Securities  Act covering  such  Registerable  Securities  has been declared
     effective and such  registration  statement has been effective for nine (9)
     months after the expiration of the period  specified in section 2(d) of the
     Lock-up  Agreements of even date  herewith  between the Company and each of
     Stockholders,  (B) such  Registerable  Securities  are  distributed  to the
     public  pursuant to the Securities Act or pursuant to an exemption from the
     registration requirements of the Securities Act, including, but not limited
     to, Rules 144 and 144A  promulgated  under the Securities  Act, or (C) such
     Registerable Securities have been otherwise transferred and the Company, in
     accordance  with  applicable  law  and   regulations,   has  delivered  new
     certificates or other evidences of ownership for such securities  which are
     not subject to any stop transfer order or other restriction on transfer.

          (b)  Rightsholders.   The  term  "Rightsholders"   shall  include  the
     undersigned,  all  successors  and  assigns  of the  undersigned,  and  all
     transferees of Registerable  Securities  where such transfer  affirmatively
     includes  the  transfer  and  assignment  of the  rights of the  transferor
     Rightsholder   under  this  Agreement  with  respect  to  the   transferred
     Registerable Securities.

          (c) The words "hereof,"  "herein" and "hereunder" and words of similar
     import when used in this Agreement shall refer to this Agreement as a whole
     and not to any  particular  provision of this  Agreement,  and  subsection,
     paragraph,  clause,  schedule and exhibit  references are to this Agreement
     unless otherwise specified.

          (d) Capitalized terms used herein but not otherwise defined shall have
     the meanings given to them in the Purchase Agreement.

<PAGE>

     2. Piggy-Back Registration.

          (a) If,  at any time on or after the  Closing  Date and on or prior to
     three  years  from  the  Closing  Date,  the  Company  proposes  to  file a
     registration statement under the Securities Act with respect to an offering
     by the Company or any other party of any class of equity  security  similar
     to any  Registerable  Securities  (other than a  registration  statement in
     connection  with an underwritten  public  offering of the Company's  common
     stock or a registration  statement on Form S-4 or S-8 or any successor form
     or a  registration  statement  filed solely in connection  with an exchange
     offer,  a business  combination  transaction  or an offering of  securities
     solely to the existing stockholders or employees of the Company),  then the
     Company, on each such occasion, shall give written notice (each, a "Company
     Piggy-Back  Notice") of such  proposed  filing to all of the  Rightsholders
     owning  Registerable  Securities  at least 20 days  before the  anticipated
     filing date of such  registration  statement,  and such Company  Piggy-Back
     Notice  also  shall  be  required  to  offer  to  such   Rightsholders  the
     opportunity to register such aggregate number of Registerable Securities as
     each such Rightsholder may request.  Each such Rightsholder  shall have the
     right,  exercisable for the 10 days immediately following the giving of the
     Company Piggy-Back  Notice, to request,  by written notice (each, a "Holder
     Notice")  to the  Company,  the  inclusion  of all  or any  portion  of the
     Registerable   Securities  of  such   Rightsholders  in  such  registration
     statement.  The Company shall use reasonable  efforts to cause the managing
     underwriter(s) of a proposed  underwritten offering to permit the inclusion
     of the Registerable Securities which were the subject of all Holder Notices
     in such  underwritten  offering  on the same  terms and  conditions  as any
     similar  securities  of  the  Company  included  therein.   Notwithstanding
     anything to the contrary  contained in this Paragraph 2(a), if the managing
     underwriter(s) of such underwritten  offering or any proposed  underwritten
     offering  delivers a written opinion to the  Rightsholders  of Registerable
     Securities  which were the  subject of all  Holder  Notices  that the total
     amount and kind of securities  which they, the Company and any other person
     intend to include in such offering is such as to  materially  and adversely
     affect the success of such  offering,  then the amount of  securities to be
     offered for the accounts of such  Rightsholders  and persons other than the
     Company  shall be  eliminated  or reduced  pro rata (based on the amount of
     securities  owned by such  Rightsholders  and  other  persons  which  carry
     registration  rights) to the extent necessary to reduce the total amount of
     securities  to be included in such  offering to the amount  recommended  by
     such managing underwriter(s) in its written opinion.

          (b) Number of Piggy-Back  Registrations;  Expenses. The obligations of
     the Company  under this Section 2 shall be  unlimited  with respect to each
     Rightsholder.  Subject to the  provisions of Section 4 hereof,  the Company
     will pay all  Registration  Expenses in connection with any registration of
     Registerable  Securities  effected  pursuant  to this  Section  2,  but the
     Company  shall not be  responsible  for the  payment  of any  underwriter's
     discount, commission or selling concession in connection therewith.

          (c)    Withdrawal   or   Suspension   of    Registration    Statement.
     Notwithstanding  anything  contained to the contrary in this Section 2, the
     Company shall have the absolute  right,  whether before or after the giving
     of a Company Piggy-Back Notice or Holder Notice, to determine not to file a
     registration  statement to which the Rightsholders  shall have the right to
     include their  Registerable  Securities therein pursuant to this Section 2,
     to withdraw such registration statement or to delay or suspend pursuing the
     effectiveness  of such  registration  statement  for up to 180 days, if the
     board of  directors  of the Company  reasonably  determines  such action or
     inaction to be in the best  interests of the Company or required by law. In
     the event of such a determination  after the giving of a Company Piggy-Back
     Notice,  the  Company  shall  give  notice  of  such  determination  to all
     Rightsholders  and,  thereupon,  (i) in the case of a determination  not to
     register or to withdraw such registration  statement,  the Company shall be
     relieved of its  obligation  under this  Section 2 to  register  any of the
     Registerable  Securities in connection with such  registration  and (ii) in
     the case of a determination to delay the registration, the Company shall be
     permitted to delay or suspend the  registration of Registerable  Securities
     pursuant  to this  Section  2 for  the  same  period  as the  delay  in the
     registration of such other securities.  No registration effected under this
     Section 2 shall  relieve  the  Company  of its  obligation  to  effect  any
     registration  upon demand  otherwise  granted to a  Rightsholder  under any
     other agreement with the Company.

<PAGE>


3. Registration Procedures.

          (a)  Obligations of the Company.  The Company will, in connection with
     any  registration  pursuant  to  Section  2  hereof,  as  expeditiously  as
     possible:

               (i) prepare and file with the Commission a registration statement
          under  the  Securities  Act  on any  appropriate  form  chosen  by the
          Company, in its sole discretion, which shall be available for the sale
          of all  Registerable  Securities to be included for sale in accordance
          with the intended  method(s) of distribution  thereof set forth in all
          applicable  Holder Notices,  and use its commercially  reasonable best
          efforts to cause such  registration  statement to become  effective as
          soon  thereafter as reasonably  practicable  but in no event more than
          100 days after  receipt of such notices or requests;  provided,  that,
          (A)  after  such  filing,   the  Company   shall,   as  diligently  as
          practicable,  provide to each such Rightsholders such number of copies
          of such registration statement, each amendment and supplement thereto,
          the prospectus included in such registration statement (including each
          preliminary   prospectus),   all   exhibits   thereto  and   documents
          incorporated  by  reference  therein and such other  documents as such
          Rightsholder  may  reasonably  request  in  order  to  facilitate  the
          disposition of the Registerable  Securities owned by such Rightsholder
          and included in such  registration  statement;  (B) the Company  shall
          modify or amend  the  registration  statement  as it  relates  to such
          Rightsholder as reasonably  requested by such Rightsholder on a timely
          basis, and shall reasonably consider other changes to the registration
          statement  (but not  including  any exhibit or  document  incorporated
          therein by reference)  reasonably  requested by such Rightsholder on a
          timely basis,  in light of the  requirements of the Securities Act and
          any other applicable laws and regulations; and (C) that the obligation
          of  the  Company  to  effect  such  registration   and/or  cause  such
          registration  statement to become effective,  may be postponed for (x)
          such  period  of time when the  financial  statements  of the  Company
          required  to be  included  in  such  registration  statement  are  not
          available (due solely to the fact that such financial  statements have
          not been prepared in the regular course of business of the Company) or
          (y) any other bona fide corporate purpose,  but then only for a period
          not to exceed 120 days;

<PAGE>

               (ii) prepare and file with the  Commission  such  amendments  and
          post-effective  amendments  to a  registration  statement  as  may  be
          necessary to keep such registration statement effective for up to nine
          months;  and cause the related  prospectus to be  supplemented  by any
          required prospectus supplement,  and as so supplemented to be filed to
          the  extent  required  pursuant  to Rule  424  promulgated  under  the
          Securities Act, during such nine-month  period;  and otherwise  comply
          with  the  provisions  of  the  Securities  Act  with  respect  to the
          disposition   of  all   Registerable   Securities   covered   by  such
          registration statement during the applicable period in accordance with
          the intended method(s) of disposition of such Registerable  Securities
          set forth in such registration statement,  prospectus or supplement to
          such prospectus;

               (iii) notify the Rightsholders whose Registerable  Securities are
          included   in   such   registration   statement   and   the   managing
          underwriter(s),  if any,  of an  underwritten  offering  of any of the
          Registerable Securities included in such registration  statement,  and
          confirm  such  advice  in  writing,  (A)  when  a  prospectus  or  any
          prospectus supplement or post-effective amendment has been filed, and,
          with  respect  to  a  registration  statement  or  any  post-effective
          amendment,  when the same has become effective,  (B) of any request by
          the  Commission  for  amendments  or  supplements  to  a  registration
          statement or related prospectus or for additional information,  (C) of
          the  issuance  by the  Commission  of any stop  order  suspending  the
          effectiveness  of a  registration  statement or the  initiation of any
          proceedings for that purpose,  (D) if at any time the  representations
          and warranties of the Company  contemplated by clause (A) of Paragraph
          3(a)(x) hereof cease to be true and correct, (E) of the receipt by the
          Company of any  notification  with  respect to the  suspension  of the
          qualification  of any of the  Registerable  Securities for sale in any
          jurisdiction  or the  initiation or  threatening of any proceeding for
          such  purpose  and (F) of the  happening  of any event which makes any
          statement made in the  registration  statement,  the prospectus or any
          document  incorporated  therein by reference  untrue or which requires
          the making of any changes in the registration  statement or prospectus
          so  that  such   registration   statement,   prospectus   or  document
          incorporated  by  reference  will not contain any untrue  statement of
          material fact or omit to state any material fact required to be stated
          therein or necessary to make the statements therein not misleading;

               (iv) make  reasonable  efforts  to obtain the  withdrawal  of any
          order suspending the effectiveness of such  registration  statement at
          the  earliest  possible  moment  and to  prevent  the entry of such an
          order;

               (v)  use   reasonable   efforts  to   register   or  qualify  the
          Registerable  Securities included in such registration statement under
          such other  securities or blue sky laws of such  jurisdictions  as any
          Rightsholder  whose  Registrable   Securities  are  included  in  such
          registration  statement  reasonably requests in writing and do any and
          all other acts and  things  which may be  necessary  or  advisable  to
          enable  such  Rightsholder  to  consummate  the  disposition  in  such
          jurisdictions  of such  Registerable  Securities;  provided,  that the
          Company  will not be required to (A) qualify  generally to do business
          in any  jurisdiction  where it would  not  otherwise  be  required  to
          qualify but for this Paragraph 3(a)(v), (B) subject itself to taxation
          in any such jurisdiction or (C) take any action which would subject it
          to general service of process in any such jurisdiction; (vi) cooperate
          with the Rightsholder  whose  Registerable  Securities are included in
          such registration statement and the managing  underwriter(s),  if any,
          to  facilitate  the timely  preparation  and delivery of  certificates
          representing  Registerable  Securities  to  be  sold  thereunder,  not
          bearing  any  restrictive   legends,   and  enable  such  Registerable
          Securities to be in such denominations and registered in such names as
          such  Rightsholder  or  any  managing  underwriter(s)  may  reasonably
          request at least two business  days prior to any sale of  Registerable
          Securities;

<PAGE>

               (vii) comply with all  applicable  rules and  regulations  of the
          Commission  and  promptly  make  generally  available  to its security
          holders  an  earnings  statement  covering  a period of twelve  months
          commencing,  (A) in an underwritten offering, at the end of any fiscal
          quarter in which  Registerable  Securities are sold to underwriter(s),
          or (B) in a  non-underwritten  offering,  with the first  month of the
          Company's  first fiscal quarter  beginning after the effective date of
          such  registration  statement,  which earnings  statement in each case
          shall satisfy the provisions of Section 11(a) of the Securities Act;

               (viii)  enter  into  such  customary  agreements   (including  an
          underwriting  agreement  in  customary  form) and take all such  other
          actions reasonably  requested by the Rightsholders  holding a majority
          of the Registerable Securities included in such registration statement
          or the managing underwriter(s) in order to expedite and facilitate the
          disposition of such  Registerable  Securities and in such  connection,
          whether or not an  underwriting  agreement is entered into and whether
          or not the registration is an underwritten registration, (A) make such
          representations  and warranties,  if any, to any  underwriter(s)  with
          respect  to  the  registration  statement,  prospectus  and  documents
          incorporated by reference, if any, in form, substance and scope as are
          customarily  made  by  issuers  to   underwriter(s)   in  underwritten
          offerings  and  confirm  the same if and when  requested,  (B)  obtain
          opinions of counsel to the Company and updates  thereof  addressed  to
          each such  underwriter(s),  if any,  with respect to the  registration
          statement, prospectus and documents incorporated by reference, if any,
          covering  the matters  customarily  covered in opinions  requested  in
          underwritten  offerings  and such other  matters as may be  reasonably
          requested by such Rightsholders and underwriter(s), (C) obtain a "cold
          comfort"  letter and updates  thereof from the  Company's  independent
          certified public accountants addressed to the underwriter(s),  if any,
          which letters shall be in customary form and cover matters of the type
          customarily  covered  in "cold  comfort"  letters  by  accountants  in
          connection with underwritten offerings, and (D) deliver such documents
          and  certificates  as  may be  reasonably  requested  by the  managing
          underwriter(s),  if any, to  evidence  compliance  with any  customary
          conditions contained in the underwriting  agreement or other agreement
          entered  into  by the  Company;  each  such  action  required  by this
          Paragraph   3(a)(x)   shall  be  done  at  each  closing   under  such
          underwriting  or similar  agreement  or as and to the extent  required
          thereunder; and

<PAGE>

               (ix)  if   requested   by  the  holders  of  a  majority  of  the
          Registerable Securities included in such registration  statement,  use
          its best  efforts  to cause  all  Registerable  Securities  which  are
          included  in such  registration  statement  to be  listed,  subject to
          notice of issuance, by the date of the first sale of such Registerable
          Securities pursuant to such registration statement, on each securities
          exchange,  if any,  on  which  securities  similar  to the  Registered
          Securities are listed.

          (b) Obligations of Rightsholders.  In connection with any registration
     of Registerable Securities of a Rightsholder pursuant to Section 2 hereof:

               (i)  The  Company  may  require  that  each  Rightsholder   whose
          Registerable  Securities are included in such  registration  statement
          furnish to the Company such information  regarding the distribution of
          such Registerable  Securities and such Rightsholder as the Company may
          from time to time reasonably request in writing; and

               (ii) Each  Rightsholder,  upon  receipt  of any  notice  from the
          Company of the happening of any event of the kind described in clauses
          (B), (C), (E) and (F) of Paragraph  3(a)(iii) hereof,  shall forthwith
          discontinue  disposition of  Registerable  Securities  pursuant to the
          registration  statement  covering such  Registerable  Securities until
          such  Rightsholder's  receipt  of the  copies of the  supplemented  or
          amended prospectus  contemplated by clause (A) of Paragraph  3(a)(iii)
          hereof,  or  until  such  Rightsholder  is  advised  in  writing  (the
          "Advice") by the Company that the use of the applicable prospectus may
          be resumed,  and until such  Rightsholder  has received  copies of any
          additional or supplemental filings which are incorporated by reference
          in or to be attached to or included with such  prospectus,  and, if so
          directed by the Company, such Rightsholder will deliver to the Company
          (at the expense of the Company) all copies,  other than permanent file
          copies then in the  possession  of such  Rightsholder,  of the current
          prospectus  covering  such  Registerable  Securities  at the  time  of
          receipt of such  notice;  the  Company  shall have the right to demand
          that such  Rightsholder  or other holder  verify its  agreement to the
          provisions  of this  Paragraph  3(b)(ii)  in any Holder  Notice of the
          Rightsholder or in a separate document executed by the Rightsholder.

     4.  Registration  Expenses.  All expenses incident to the performance of or
compliance with this Agreement by the Company, including, without imitation, all
registration  and  filing  fees  of  the  Commission,  National  Association  of
Securities  Dealers,  Inc. and other  agencies,  fees and expenses of compliance
with securities or blue sky laws (including reasonable fees and disbursements of
counsel  in  connection  with  blue  sky   qualifications  of  the  Registerable
Securities),  rating  agency fees,  printing  expenses,  messenger  and delivery
expenses,  internal expenses  (including,  without limitation,  all salaries and
expenses of its officers and employees  performing legal or accounting  duties),
the fees and expenses  incurred in connection  with the listing,  if any, of the
Registerable Securities on any securities exchange and fees and disbursements of
counsel  for  the  Company  and  the  Company's   independent  certified  public
accountants  (including  the  expenses  of any special  audit or "cold  comfort"
letters required by or incidental to such performance),  Securities Act or other
liability  insurance (if the Company elects to obtain such insurance),  the fees
and expenses of any special  experts  retained by the Company in connection with
such  registration and the fees and expenses of any other person retained by the
Company  (but  not  including   any   underwriting   discounts  or   commissions
attributable  to the sale of  Registerable  Securities  or  other  out-of-pocket
expenses of the  Rightsholders,  or the agents who act on their  behalf,  unless
reimbursement  is  specifically  approved by the  Company)  will be borne by the
Company. All such expenses are herein referred to as "Registration Expenses."

<PAGE>

     5. Indemnification: Contribution.

          (a)  Indemnification  by the Company.  The Company agrees to indemnify
     and hold harmless,  to the full extent permitted by law, each Rightsholder,
     its officers and directors  and each person who controls such  Rightsholder
     (within the meaning of the  Securities  Act), if any, and any agent thereof
     against all losses, claims,  damages,  liabilities and expenses incurred by
     such party pursuant to any actual or threatened suit, action, proceeding or
     investigation   (including  reasonable  attorney's  fees  and  expenses  of
     investigation)  arising  out of or based upon any untrue or alleged  untrue
     statement  of a material  fact  contained  in any  registration  statement,
     prospectus or preliminary prospectus or any omission or alleged omission to
     state therein a material fact required to be stated therein or necessary to
     make the statements  therein (in the case of a prospectus,  in the light of
     the  circumstances  under  which  they were  made) not  misleading,  except
     insofar  as the same  arise  out of or are  based  upon,  any  such  untrue
     statement  or  omission  based  upon   information  with  respect  to  such
     Rightsholder  furnished  in  writing to the  Company  by such  Rightsholder
     expressly for use therein.

          (b)   Indemnification   by   Rightsholder.   In  connection  with  any
     registration statement in which a Rightsholder is participating,  each such
     Rightsholder  will be required  to furnish to the  Company in writing  such
     information  with respect to such  Rightsholder  as the Company  reasonably
     requests  for use in  connection  with any such  registration  statement or
     prospectus,  and each Rightsholder agrees to the extent it is such a holder
     of Registerable  Securities  included in such registration  statement,  and
     each  other  such  holder  of  Registerable  Securities  included  in  such
     Registration Statement will be required to agree, to indemnify, to the full
     extent  permitted by law, the Company,  the  directors  and officers of the
     Company and each person who controls the Company (within the meaning of the
     Securities Act) and any agent thereof, against any losses, claims, damages,
     liabilities and expenses (including reasonable attorney's fees and expenses
     of  investigation  incurred  by  such  party  pursuant  to  any  actual  or
     threatened  suit,  action,  proceeding or  investigation  arising out of or
     based upon any untrue or alleged untrue statement of a material fact or any
     omission or alleged  omission  of a material  fact  necessary,  to make the
     statements  therein  (in the  case of a  prospectus,  in the  light  of the
     circumstances under which they are made) not misleading, to the extent, but
     only to the extent,  that such untrue  statement  or omission is based upon
     information  relating to such  Rightsholder  or other  holder  furnished in
     writing to the Company expressly for use therein.

<PAGE>

          (c) Conduct of Indemnification Proceedings.  Promptly after receipt by
     an  indemnified  party  under  this  Section  5 of  written  notice  of the
     commencement of any action,  proceeding,  suit or  investigation  or threat
     thereof  made in  writing  for  which  such  indemnified  party  may  claim
     indemnification   or  contribution   pursuant  to  this   Agreement,   such
     indemnified  party shall notify in writing the  indemnifying  party of such
     commencement  or threat;  but the  omission  so to notify the  indemnifying
     party shall not relieve the indemnifying party from any liability which the
     indemnifying party may have to any indemnified party (i) hereunder,  unless
     the indemnifying party is actually  prejudiced  thereby,  or (ii) otherwise
     than under  this  Section 5. In case any such  action,  suit or  proceeding
     shall be brought against any indemnified  party, and the indemnified  party
     shall  notify  the  indemnifying  party of the  commencement  thereof,  the
     indemnifying  party  shall  be  entitled  to  participate  therein  and the
     indemnifying   party  shall  assume  the  defense  thereof,   with  counsel
     reasonably satisfactory to the indemnified party, and the obligation to pay
     all expenses relating  thereto.  The indemnified party shall have the right
     to employ  separate  counsel in any such action,  suit or proceeding and to
     participate  in the  defense  thereof,  but the fees and  expenses  of such
     counsel  shall be at the expense of such  indemnified  party unless (i) the
     indemnifying  party  has  agreed to pay such  fees and  expenses,  (ii) the
     indemnifying  party shall have failed to assume the defense of such action,
     suit or  proceeding or to employ  counsel  reasonably  satisfactory  to the
     indemnified  party therein or to pay all expenses relating thereto or (iii)
     the named parties to any such action or proceeding (including any impleaded
     parties) include both the indemnified party and the indemnifying  party and
     the indemnified  party shall have been advised by counsel that there may be
     one or more legal  defenses  available to the  indemnified  party which are
     different from or additional to those available to the  indemnifying  party
     and which may result in a conflict between the indemnifying  party and such
     indemnified  party (in which case, if the  indemnified  party  notifies the
     indemnifying  party in writing that the indemnified  party elects to employ
     separate counsel at the expense of the indemnifying party, the indemnifying
     party  shall not have the right to assume  the  defense  of such  action or
     proceeding  on  behalf  of the  indemnified  party;  it  being  understood,
     however,  that the indemnifying party shall not, in connection with any one
     such action,  suit or proceeding or separate but  substantially  similar or
     related actions,  suits or proceedings in the same jurisdiction arising out
     of the same general  allegations or  circumstances,  be liable for the fees
     and  expenses of more than one  separate  firm of attorneys at any time for
     the  indemnified  party,  which firm shall be  designated in writing by the
     indemnified party).

          (d) Contribution.  If the indemnification provided for in this Section
     5 from  the  indemnifying  party is  unavailable  to an  indemnified  party
     hereunder  in  respect  of any  losses,  claims,  damages,  liabilities  or
     expenses  referred  to therein,  then the  indemnifying  party,  in lieu of
     indemnifying such indemnified party, shall contribute to the amount paid or
     payable  by such  indemnified  party as a result  of such  losses,  claims,
     damages,  liabilities or expenses (i) in such  proportion as is appropriate
     to reflect the relative benefits received by the indemnifying  party on the
     one hand and the  indemnified  party on the other or (ii) if the allocation
     provided by clause (i) above is not  permitted by  applicable  law, in such
     proportion  as is  appropriate  to reflect not only the  relative  benefits
     received  by the  indemnifying  party on the one  hand and the  indemnified
     party on the other but also the relative  fault of the  indemnifying  party
     and   indemnified   party,   as  well  as  any  other  relevant   equitable
     considerations.  The  relative  fault of such  indemnifying  party  and the
     indemnified  parties  shall be  determined  by  reference  to,  among other
     things,  whether any action in  question,  including  any untrue or alleged
     untrue  statement  of a material  fact or omission  or alleged  omission to
     state a material fact, has been made by, or relates to information supplied
     by,  such  indemnifying  party or  indemnified  parties,  and the  parties'
     relative  intent,  knowledge,  access to  information  and  opportunity  to
     correct or prevent such action.  The amount paid or payable by a party as a
     result of the losses, claims, damages. liabilities and expenses referred to
     above shall be deemed to include,  subject to the  limitation  set forth in
     Section 5(e),  any legal or other fees or expenses  reasonably  incurred by
     such party in connection with any investigation or proceeding.

<PAGE>

          The parties  hereto  agree that it would not be just and  equitable if
     contribution  pursuant to this Paragraph  5(d) were  determined by pro rata
     allocation  or by any other method of  allocation  which does not take into
     account the equitable considerations referred to in clauses (i) and (ii) of
     the  immediately  preceding  paragraph.  No  person  guilty  of  fraudulent
     misrepresentation  (within the meaning of Section  11(f) of the  Securities
     Act) shall be entitled to  contribution  from any person who was not guilty
     of such fraudulent misrepresentation.

          (e)  Limitation.  Anything to the  contrary  contained in this Section
     5(e) or in Section 6 notwithstanding,  no holder of Registerable Securities
     shall be liable for indemnification and contribution  payments  aggregating
     an amount  in  excess of the  maximum  amount  received  by such  holder in
     connection with any sale of Registerable Securities as contemplated herein.

     6.  Participation  in  Underwritten   Registration.   No  Rightsholder  may
participate in any underwritten  registration hereunder unless such Rightsholder
(i) agrees to sell such  Rightsholder's  securities on the basis provided in any
underwriting  arrangements approved by the persons entitled hereunder to approve
such  arrangements  and to comply with  Regulation  M under the Exchange Act and
(ii) completes and executes all  questionnaires,  appropriate and limited powers
of attorney, escrow agreements,  indemnities,  underwriting agreements and other
documents reasonably required under the terms of such underwriting  arrangement;
provided,  that all such  documents  shall be consistent  with the provisions of
Section 4 hereof.

     7.   Counterparts.   This   Agreement  may  be  executed  in  one  or  more
counterparts,  all of which shall be considered  one and the same  agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and  delivered  to the other  party,  it being  understood  that all
parties need not sign the same counterpart.

     8. Entire  Agreement . This Agreement and the documents and instruments and
other  agreements  among the parties  hereto as  contemplated  by or referred to
herein,  (a) constitute the entire  agreement  among the parties with respect to
the subject matter hereof and supersede all prior agreements and understandings,
both  written and oral,  among the parties  with  respect to the subject  matter
hereof and (b) are not  intended to confer  upon any other  person any rights or
remedies hereunder, except as set forth herein.

<PAGE>

     9.  Severability . In the event that any provision of this Agreement or the
application thereof, becomes or is declared by a court of competent jurisdiction
to be illegal,  void or  unenforceable,  the  remainder of this  Agreement  will
continue in full force and effect and the application of such provision to other
persons or  circumstances  will be  interpreted  so as  reasonably to effect the
intent of the parties hereto.  The parties further agree to replace such void or
unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve,  to the extent  possible,  the  economic,  business and other
purposes of such void or unenforceable provision.

     10.  Governing Law . This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of New York,  regardless of the laws that
might otherwise govern under applicable  principles of conflicts of law thereof.
Each of the parties hereto irrevocably consents to the exclusive jurisdiction of
any state or federal court within the State of New York, in connection  with any
matter based upon or arising out of this  Agreement or the matters  contemplated
herein,  agrees that process may be served upon them in any manner authorized by
the laws of the State of New York for such persons and waives and  covenants not
to  assert  or plead any  objection  which  they  might  otherwise  have to such
jurisdiction and such process.

     11. Rules of  Construction  . The parties  hereto agree that they have been
represented  by counsel during the  negotiation  and execution of this Agreement
and, therefore, waive the application of any law, regulation, holding or rule of
construction  providing that  ambiguities in an agreement or other document will
be construed against the party drafting such agreement or document.

     12.  Assignment . No party may assign  either this  Agreement or any of its
rights,  interests,  or obligations hereunder without the prior written approval
of the other parties.

     13.  Amendments  and Waivers.  Except as  otherwise  provided  herein,  the
provisions  of this  Agreement  may not be  amended,  modified  or  supplemented
without  the  written  consent  of  each  of  the  parties  hereto.  Any  of the
Stockholders or the Company may, by written notice to the others,  (i) waive any
of the  conditions  to its  obligations  hereunder  or  extend  the time for the
performance of any of the  obligations  or actions of the other,  (ii) waive any
inaccuracies in the  representations of the other contained in this Agreement or
in any documents  delivered  pursuant to this Agreement,  (iii) waive compliance
with any of the  covenants  of the other  contained in this  Agreement  and (iv)
waive or modify  performance of any of the  obligations of the other.  No action
taken  pursuant  to  this  Agreement,   including,   without   limitation,   any
investigation  by or on behalf of any  party,  shall be deemed to  constitute  a
waiver by the party taking such action or  compliance  with any  representation,
warranty,  condition or agreement contained herein.  Waiver of the breach of any
one or more  provisions of this Agreement shall not be deemed or construed to be
a waiver of other breaches or subsequent breaches of the same provisions.

<PAGE>

     14.   Notices.   All  notices,   demands,   requests,   demands  and  other
communications  required or  otherwise  given under this  Agreement  shall be in
writing  and shall be deemed to have been duly given if: (a)  delivered  by hand
against  written  receipt  therefor,  (b)  forwarded by a third party company or
governmental  entity  providing  delivery  services  in the  ordinary  course of
business  which  guarantees  delivery the following  business day, (c) mailed by
registered or certified mail, return receipt requested,  postage prepaid, or (d)
transmitted by facsimile transmission  electronically  confirmed for receipt, in
full,  by the other  party no later  than 5:00 pm,  local  time,  on the date of
transmission,  addressed  as follows  (i) If to the  Company,  to Vizacom  Inc.,
Glenpointe Center East 300 Frank W. Burr Boulevard,  Teaneck,  New Jersey 07666;
Attention:  President;  Facsimile:  (201)  928-1003:  with a copy to:  Kaufman &
Moomjian,  LLC; 50 Charles  Lindbergh  Boulevard - Suite 206; Mitchel Field, New
York 11553; Attention: Neil M. Kaufman, Esq.; Facsimile: (516) 222-5110 and (ii)
if to the  Stockholders,  to the  respective  address set forth on the signature
pages  hereof,  with a copy to Finers  Stephens  Innocent,  179  Great  Portland
Street,  London, W1N 6LS, attention Peter Jay; facsimilie 0207 344 5602 or (iii)
in the case of any of the parties  hereto,  at such other  address as such party
shall have furnished to each of the other parties hereto in accordance with this
Section 14. Each such notice,  demand,  request or other  communication shall be
deemed  given  (i) on the  date of such  delivery  by  hand,  (ii) on the  first
business  day  following  the date of such  delivery to the  overnight  delivery
service or facsimile  transmission  or (iii) three  business days following such
mailing.

     15.  Other  Remedies.  Except as  otherwise  provided  herein,  any and all
remedies herein expressly  conferred upon a party will be deemed cumulative with
and not exclusive of any other remedy conferred hereby, or by law or equity upon
such party,  and the exercise by a party of any one remedy will not preclude the
exercise of any other remedy.

     16.  Further  Assurances.  Each party hereto  covenants and agrees with all
other  parties  hereto to promptly  execute,  deliver,  file and/or  record such
agreements, instruments,  certificates and other documents and to do and perform
such other and further acts and things as any other party hereto may  reasonably
request or as may otherwise be necessary or proper to consummate and perfect the
transactions contemplated hereby.



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
signed by themselves or their duly authorized respective officers, all as of the
date first written above.

                VIZACOM INC.

By:             /s/ Mark E. Leininger
                ----------------------

                Mark E. Leininger
                President

<PAGE>


                 STOCKHOLDERS

                                  /s/ Jeffrey Raymond White
                                  -------------------------
                Name:               Jeffrey Raymond White
                Address:            50 Station Road
                                    Hampton
                                    Middlesex TW12 2DA


                                  /s/ Don Stewart
                                  -------------------------
                Name:               Don Stewart
                Address:            Flat 6
                                    3 - 4 Branham Gardens
                                    London SW5 0JQ


                                   /s/ Simon Stuart Forrest
                                  -------------------------
                Name:               Simon Stuart Forrest
                Address:            46 Crown Dale

                                    Upper Norwood
                                    London SE19 3NR