EXHIBIT 10.3


                    AGREEMENT OF SUBORDINATION AND ASSIGNMENT


     In order to induce  THE CHASE  MANHATTAN  BANK  (herein  after  called  the
"Bank"), from time to time to extend credit or other financial accommodations to
Vizacom, Inc. (the "Debtor") or to others upon the Debtor's  obligations,  or to
acquire  obligations,  (direct or  indirect)  of the  Debtor,  or to have become
obligated to the Bank in any manner,  and in consideration  of advances,  loans,
discounts,  extensions of credit or renewals heretofore or hereafter of notes or
other  instruments  for payment of money and any  security  agreements  relative
thereto,  or conditional  contracts of sale, chattel mortgages,  leases or other
liens or security  agreements  heretofore or hereafter made by the Debtor, or an
interest   or   participation   therein,   and  for  other  good  and   valuable
consideration,  Vincent  DiSpigno (the  "Creditor"),  and who, if two or more in
number,  shall be jointly and severally bound hereunder,  hereby agrees that all
claims  and  demands,  and all  interest  accrued or that may  hereafter  accrue
thereon which the Creditor now has or may hereafter have or acquire  against the
Debtor (the "Claims") are  subordinated to the prior payment and satisfaction in
full of all  Obligations (as hereafter  defined) and are not to be payable,  and
that no  payment  on  account  thereof,  nor any  security  therefore,  shall be
received,  accepted or retained by the Creditor  unless and until the Debtor has
paid and satisfied in full all of its  obligations  and  liabilities to the Bank
(including  all  interest  accrued  or to accrue  thereon up to the date of full
payment  thereof) of every kind and nature  whatsoever,  whether  represented by
negotiable instruments or other writings,  whether direct or indirect,  absolute
or contingent, due or not due, secured or unsecured, original, renewed, modified
or extended, now in existence or hereafter incurred,  originally contracted with
the Bank, or with another or others and assigned or  transferred to or otherwise
acquired  by the Bank or in which  the Bank may  acquire  a  participation,  and
whether  contracted by the Debtor alone or jointly and/or severally with another
or others  (all of which are  hereinafter  referred  to as  "Obligations").  The
Debtor  agrees not to make payment of, or give any  security  for, the Claims to
the Creditor.  Until a default in Obligations,  or any of them, or until written
notice  from the Bank to the  Debtor,  the Debtor may pay and the  Creditor  may
receive, accept and retain, interest on the Claims.

     The  Creditor  waives  any  and  all  notice  of  the  acceptance  of  this
subordination  and of the creation or accrual of any the  Obligations  or of any
renewals or extensions thereof from time to time, or of the reliance of the Bank
upon this agreement.

     The Creditor  hereby  consents  that the  liability of the Debtor or of any
party for or upon the Obligations,  may, from time to time, in whole or in part,
be renewed, extended, modified, accelerated, compromised, settled or released by
the Bank and that any  collateral  security and liens for the  Obligations  may,
from  time to time,  in  whole  or in part,  be  exchanged,  sold,  released  or
surrendered  by the Bank, as it may deem  advisable,  all without  impairing the
subordination  contained  in this  agreement or any notice to or assent from the
Creditor.

<PAGE>


Exhibit 10.3


     The Creditor does further hereby  transfer and assign all right,  title and
interest  in and to, and grant a security  interest  in, the Claims to the Bank,
together with any collateral security at any time held or received therefore, as
collateral  security  for  the  Obligations.  The  Creditor  hereby  irrevocably
authorizes  and empowers the Bank in the  Creditor's  place and stead to demand,
sue for,  collect,  compromise,  receive (by way of dividends or otherwise)  and
take any and all legal  proceedings  for the  recovery  on account of the Claims
and,  regardless of the amount of the  Obligations  and whether or not a default
exists,  to file proofs of claim for the full  amount of the Claims  against the
Debtor or the Debtor's  property in any  statutory or  non-statutory  proceeding
affecting  the  Debtor or Claims  or any other  proceeding  and to vote the full
amount of the Claims:  (a) for or against any proposal or resolution;  (b) for a
trustee or trustees or for a Committee of Creditors;  or (c) for the  acceptance
or rejection of any proposed arrangement, plan of reorganization,  wage earners'
plan,  composition,  settlement  or extension  and to receive and  collect,  for
application  on  account  of  the  Obligations   (including   interest  accruing
subsequent  to the date of filing by or against  the Debtor of a petition  under
any provisions of the federal bankruptcy laws or any state insolvency laws), any
and all payments or distributions  and give acquittance  therefor in the name of
the Bank or the  Creditor.  Should any  payment or  distribution  or  collateral
security or proceeds of any collateral  security be received or collected by the
Creditor for or on account of the Claims,  prior to the  satisfaction of all the
Obligations,  The Creditor will forthwith  deliver same to the Bank in precisely
the form received (except for the Creditor's  endorsement where necessary),  for
application on account of the  Obligations,  and the Creditor agrees that, until
so  delivered,  same shall be deemed  received by the  Creditor as agent for the
Bank and shall be held in trust by the Creditor as property of the Bank.  In the
event of the failure of the Creditor to endorse any  instrument  for the payment
of money so received by the Creditor  payable to the Creditor's  order, the Bank
or any  officer  or  employee  thereof  is hereby  irrevocably  constituted  and
appointed  attorney in fact for the  Creditor,  with full power to make any such
endorsement and with full power of substitution.

     The  Creditor  represents  and  warrants  to the Bank that the  Creditor is
solvent and has not granted any security interest in nor made any prior transfer
or assignment of the Claims and the Creditor will not grant a security  interest
therein or make any transfer or assignment  thereof  (except to the Bank) unless
and until the Debtor has paid and satisfied the Obligations.

     The Creditor and the Debtor  represent to the Bank that the Debtor now owes
the Creditor the principal sum of $ 147,560 on the Claims without  counterclaim,
defense  or  offset  and  that  the  indebtedness  is  not  represented  by  any
instruments or other writings,  except such  instruments or other  writings,  if
any, as have been endorsed  and/or assigned and delivered by the Creditor to the
Bank simultaneously  with the execution of this agreement.  The Creditor and the
Debtor further agree that at no time hereafter will any part of the indebtedness
be represented by any instruments or other writings,  except such instruments or
other  writings,  if any, as the Bank shall request to be executed and delivered
to the Bank, or, if payable to the Creditor,  shall be endorsed  and/or assigned
by the  Creditor and  delivered to the Bank.  In the event that any Claim is not
evidenced by a negotiable  instrument,  the Creditor  hereby agrees that it will
obtain an  instrument  or document from the Debtor  evidencing  such claim.  The
Creditor further agrees that in the event the Debtor shall at any time hereafter
become  otherwise  indebted to the  Creditor,  contingently  or  otherwise,  the
Creditor  will require such  indebtedness  to be evidenced by an  instrument  or
document  signed by the Debtor,  and the Creditor will  immediately  assign,  or
endorse without recourse, and deliver to the Bank each and every such instrument
or document, or, at the request of the Bank, in the alternative,  will cause any
such  instrument or document to indicate  that it is subject to this  agreement,
and any such instrument or document shall thereupon

                                       2

<PAGE>


constitute a Claim to which the provisions of this  agreement  shall also apply.
In the  event  that such  indebtedness  is not  evidenced  by an  instrument  or
document, it shall nevertheless be deemed subordinated and assigned by virtue of
this  agreement.  In the event of the failure to endorse any such  instrument or
other  writing  evidencing  such Claim,  the Creditor  farther  agrees that,  if
payable to the Creditor or to the Creditor's  order,  the Bank or any officer or
employee  thereof is hereby  irrevocably  constituted and appointed  attorney in
fact for the Creditor with full power to make any such endorsement.

     The Creditor and the Debtor agree that if, after the satisfaction of all of
the  Obligations  and prior to the  termination of this agreement as hereinafter
provided,  the Debtor  thereafter  becomes  liable to the Bank on account of any
additional Obligations,  the Bank may presume that the Claims have not been paid
or reduced,  nor has the  Creditor  received  any  security  therefor,  and this
agreement of subordination  and assignment  shall thereupon  become  immediately
effective  with respect to any Claims then in existence  or  thereafter  created
without the necessity of any further act, agreement or writing by or between the
Creditor or the Debtor or the Bank,  the intent  being that this be a continuing
agreement of  subordination  and assignment.  Additionally,  should the Creditor
have received any payment or security on account of the Claims at any time after
the  satisfaction  by  the  Debtor  of all of the  Obligations  and  before  the
termination of this agreement as hereinafter provided,  the Creditor will notify
the Bank,  in writing,  of the receipt  thereof.  In the event that the Creditor
fails so to notify the Bank and additional  Obligations are thereafter  created,
the  Creditor  agrees that if a default  occurs  with  respect to the payment or
performance  of any of the terms of such  additional  Obligations,  the Creditor
will immediately pay to the Bank an amount equivalent to any such payment or the
value of such security received.

     This agreement shall continue in full force and effect  notwithstanding the
death or incapacity of the Creditor (or if it be a partnership,  the dissolution
thereof or increase,  decrease or change in the  partners)  and shall be binding
upon the Creditor or the  Creditor's  estate and the  personal  representatives,
heirs  and  successors  of the  Creditor  and the  Bank may  continue  to act in
reliance  upon this  agreement  until actual  receipt by the Bank, at the office
where the Debtor's account shall then be maintained,  of written notice from the
Creditor,   or,  in  the  event  of  the  Creditor's   death,   from  the  legal
representative or representatives of such deceased Creditor,  of the termination
of this  agreement.  The Creditor or the  Creditor's  estate shall  nevertheless
remain bound  hereunder  with respect to  Obligations  of the Debtor  created or
arising  theretofore,  and with respect to such  Obligations  and any  renewals,
extensions or liabilities  arising out of same, this agreement shall continue in
full force and effect and the Bank shall have all of the rights herein  provided
for as if no such termination had occurred.

     The Debtor hereby agrees that it will render to the Bank upon demand,  from
time to time, a statement of the account of the Creditor  with the Debtor,  that
the Bank shall have  access,  from time to time,  to its books in order that the
Bank may make  full and free  examination  of the state of the  accounts  of the
Creditor  with the Debtor  (with the right to make copies  thereof)  and that it
will duly comply with and perform  each and every term of this  agreement on its
part  required to be  performed.  The Debtor and the  Creditor  agree that their
books and records  will  appropriately  show that the Claims are subject to this
agreement of subordination and assignment.

     In  the  event  of a  breach  by  either  Debtor  or  the  Creditor  in the
performance of any of the terms of this agreement, all of the Obligations shall,
without notice or demand, become

                                       3

<PAGE>


immediately  due and payable.  Upon the happening of any such event,  and at any
time  thereafter,  the Bank shall  have,  in  addition  to all other  rights and
remedies,  the remedies of a secured party under the New York Uniform Commercial
Code as in effect from time to time.

     The Bank, the Creditor and the Debtor,  in any  litigation  (whether or not
arising out of or relating to the Claims or any of the matters contained in this
agreement) in which the Bank and the Creditor and/or the Debtor shall be adverse
parties,  WAIVE TRIAL BY JURY and the Creditor and the Debtor in addition  waive
the right to interpose any defense based upon any Statute of  Limitations or any
claim of laches and any set-off or  counterclaim  of any nature or  description.
The  Creditor  and the Debtor  agree that  whenever an  attorney  (who may be an
employee  of the Bank) is used to  collect  or  enforce  Claims  or to  enforce,
declare or adjudicate any rights or obligations under this agreement, whether by
suit or by any other  means  whatsoever,  reasonable  attorneys'  fees  shall be
payable by each The Creditor or the Debtor  against  whom this  agreement or any
obligation or right hereunder is sought to be enforced, declared or adjudicated.

     The term  "Bank"  as used  throughout  this  agreement  shall be  deemed to
include  The  Chase  Manhattan  Bank  and  all  its  branches,  departments  and
divisions, any individual, partnership or corporation acting as nominee or agent
for the  Bank,  any  corporation,  the  stock of  which  is owned or  controlled
directly  or  indirectly  by  The  Chase  Manhattan  Bank,  and  any  endorsees,
successors or assignees of the Bank. The term "Debtor" or the term "Creditor" as
used  throughout  this agreement  shall include the  individual or  individuals,
association,  partnership or corporation  named herein as Debtor or Creditor and
(a)  any  successor  individual  or  individuals,  association,  partnership  or
corporation  to which  all or  substantially  all of the  business  or assets of
either of them shall have been transferred,  (b) in case of a partnership Debtor
or Creditor, any general or limited partnership which shall have been created by
reason of, or continued after, dissolution,  the admission of any new partner or
partners therein, or the death,  resignation or other withdrawal of any partner,
and (c) in the case of a corporate Debtor or the Creditor, any other corporation
into or with which  either the Debtor or the  Creditor  shall have been  merged,
consolidated, reorganized or absorbed.

     No  waiver  shall be  deemed  to be made by the  Bank of any of its  rights
hereunder unless same shall be in writing,  and each waiver,  if any, shall be a
waiver  only with  respect to the  specific  instance  involved,  nor shall same
establish a course of conduct.

     This agreement may not be changed orally and no executory  agreement  shall
be  effective  to change or modify or to  discharge,  in whole or in part,  this
agreement  unless such  executory  agreement  is in writing and is signed by the
Bank.

     The  Creditor  hereby  authorizes  the  Bank to  sign  and  file  financing
statements  at any time with respect to any Claims  without the signature of the
Creditor.  The Creditor will,  however, at any time on request of the Bank, sign
financing  statements,  trust receipts,  security agreements or other agreements
with respect to any of the Claims. Upon the Creditor's failure to do so the Bank
is  authorized  as the agent of the  Creditor to sign any such  instrument.  The
Creditor  agrees to pay all filing fees and to reimburse  the Bank for all costs
and expenses of any kind incurred in any way in connection with the Claims.

     Any  notice  to the Bank  shall  be  deemed  effective  only if sent to and
received  at the branch,  division  or  department  of the Bank  conducting  the
transaction or transactions hereunder.  Any notice to the Creditor or the Debtor
shall be deemed sufficient if sent to the Creditor or the


                                       4
<PAGE>


EXHIBIT 10.3


Debtor at the last known address of the Creditor or the Debtor,  as the case may
be, appearing on the records of the Bank.

     Any provision hereof which may prove  unenforceable under any law shall not
affect the  validity of any other  provision  hereof.  This  agreement  shall be
binding upon the undersigned  and the heirs,  executors,  administrators,  legal
representatives, successors and assigns of the undersigned and shall be governed
by and construed in accordance with the laws of the State of New York.

     The Bank is hereby  authorized to fill in any blank space in this agreement
and to date  this  agreement  as of the date  when  the  loan,  credit  or other
financial  accommodation  is made or extended  and to correct any patent  errors
therein.

     Notwithstanding  the  foregoing,   the  Creditor's   obligations  shall  be
terminated and this  agreement  shall be of no further force and effect upon the
later to occur of (i)  repayment in full by PWR Systems,  Inc. of principal  and
accrued interest under its promissory note dated April 13, 2001 in the amount of
$600,000 (and any  refinancing(s)  thereof)  payable to The Chase Manhattan Bank
and (ii) December 31, 2001.

     IN WITNESS WHEREOF, each of the undersigned has caused this agreement to be
duly executed this 13th day of April, 2001.

        Vizacom, Inc. (L.S.)      Vincent DiSpigno /S/Vincent DiSpigno  (L.S.)
              Debtor                          Individual Creditor

By: /S/Vincent DiSpigno Pres      16 Amboy Lane, Lake grove NY
      (Member of Firm)                   (Office) Address

By:
(Member of Firm)                         (Office)

3512 Veteran Mem Hwy, Bohemia NY 11716
               Address


                                       5