Exhibit 10.1


                             REIMBURSEMENT AGREEMENT

This Reimbursement Agreement, dated as of May 23, 2002 (the "Agreement"),  is by
and between PWR SYSTEMS,  INC., a  corporation  organized  under the laws of the
State of Delaware,  and currently  having an address at 3512  Veterans  Memorial
Highway,   Bohemia,   New  York  11716  ("PWR")  and  TRAUTMAN   WASSERMAN  8701
OPPORTUNITIES  FUND LP, a limited  partnership,  organized under the laws of the
State of Delaware,  and  currently  having an address at 500 Fifth  Avenue,  New
York, New York ("8701 Fund").

In order to induce  8701 Fund to provide  collateral  (the  "Collateral")  for a
letter of credit in the amount of  $150,000  through  CitiBank  (the  "Bank") in
favor  of IBM (the  "Letter  of  Credit")  for a period  of 13  months  from the
inception  date  of  the  Letter  of  Credit,  PWR  has  agreed  to  absolutely,
unconditionally  and  irrevocably  reimburse  8701 Fund for any Letter of Credit
Advance (as defined below), all upon the terms and provisions and subject to the
conditions  hereinafter  set  forth.   Accordingly,   in  consideration  of  the
foregoing,  and the mutual  covenants and agreements  hereinafter set forth, and
other good and  valuable  consideration  (the  receipt and  adequacy of which is
hereby acknowledged by PWR), the parties hereto agree as follows:

     Section 1.  Reimbursement  Obligations.  (a) Each  amount paid by 8701 Fund
pursuant  to the Letter of Credit or  otherwise  in  respect  of the  obligation
thereby  secured (a "Letter of Credit  Advance")  shall be repaid by PWR to 8701
Fund (the  "Obligation")  on the same day payment is made by 8701 Fund (it being
understood that any amount provided by 8701 Fund as collateral for the Letter of
Credit which is paid to or drawn upon by Bank, shall be deemed a payment by 8701
Fund). If a Letter of Credit Advance is not so repaid (without,  however, in any
way consenting to such non-payment),  (i) such Letter of Credit Advance shall be
repayable ON DEMAND,  pursuant to the terms and  provisions  of this  Agreement,
(ii) PWR shall instruct it Parent Company Vizacom,  Inc. and Vizacom Inc agrees,
to  immediately  issue such number of shares of common stock equal to the Letter
of Credit Advance  divided by $.65 (subject to appropriate  adjustment for stock
splits, combinations, reclassifications and similar events), (iii) the resulting
default  shall not be deemed or construed  to have been cured until  payment has
been duly made.

          (b) PWR shall pay  timely  all Bank  imposed  expenses  related to the
Letter of Credit and the Collateral. PWR shall pay to 8701 Fund all Bank imposed
expenses related to the issuance and maintenance of the Collateral and which are
paid to Bank by 8701 Fund,  if any.  PWR also shall pay to 8701 Fund any fees or
other charges of any other issuer or any participant,  correspondent, confirming
bank,  custodian  or  designee  of 8701  Fund and which are paid to Bank by 8701
Fund,  if any.  PWR  shall  pay on each of the  quarterly  anniversaries  of the
issuance of the Letter of Credit,  in arrears,  a fee  respecting the collateral
(the "Collateral  Fee") for the quarter then ended (computed on the basis of the
actual  number of days in such  quarter and a year of 360 days) equal to (i) six
percent  (6%) per annum of the  unadvanced  face amount of the Letter of Credit,
plus  (ii) 15% per  annum of the  amount  of any  unreimbursed  Letter of Credit
Advances,  with such amounts being determined as of the business day immediately
preceding the quarterly payment date.


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          (c) The  Obligation  shall not  otherwise be deemed to have been fully
paid or  satisfied  until any and all Letter of Credit  Advances,  are repaid by
PWR.

          (d) IBM Payment obligation - PWR unconditionally agrees to pay all IBM
invoices in a timely fashion subject to credit terms provided by IBM. PWR agrees
to instruct Keltic  Financial (or such other  institution  that may be providing
receivebles  or any other type of credit),  to satisfy any IBM  invoices  due or
past due prior to disbursing any funds to PWR.

     Section 1A. Warrants.  In further  consideration of the accommodation  made
hereby by 8701 Fund,  Vizacom is  issuing  simultaneously  herewith a warrant to
purchase  50,000 of Vizacom  common stock,  at a price of $.90 per share,  for a
three year period. The form of warrant is attached hereto as Appendix A.

     Section 2. Consent to  Jurisdiction,  Etc.  PWR hereby  consents and agrees
that the  Supreme  Court of the State of New York for the County of New York and
the United  States  District  Court for the  Southern  District of New York each
shall have  personal  jurisdiction  and proper venue with respect to any dispute
between PWR and 8701 Fund; provided that the foregoing consent shall not deprive
8701  Fund of the  right in its  sole and  absolute  discretion  to  voluntarily
commence or  participate  in any action,  suit or  proceeding in any other court
having jurisdiction and venue over PWR.

     Section 3. Notices.  Except as otherwise  expressly  provided,  any notice,
request,  demand or other communication  permitted or required to be given under
this Agreement shall be in writing,  shall be sent by one of the following means
to the  addressee  at the address  set forth above (or at such other  address as
shall be  designated  hereunder  by  notice  to the other  parties  and  persons
receiving   copies,   effective  upon  actual   receipt)  and  shall  be  deemed
conclusively to have been given: (a) on the first business day following the day
timely  deposited  with  Federal  Express  (or  other  equivalent   national  or
international overnight courier) or United States Express Mail, with the cost of
delivery prepaid or for the account of the sender; (b) on the fifth business day
following  the day duly sent by  certified  or  registered  United  States mail,
postage  prepaid and return receipt  requested;  or (c) when otherwise  actually
received by the  addressee  on a business  day (or on the next  business  day if
received after the close of normal business hours or on any  non-business  day),
including (without  limitation) any telecopy.  Refusal to accept delivery of any
item shall be deemed to be receipt of such item by the refusing  party.  Notices
also may be given by telephone  to the extent and for the  purposes  provided in
this Agreement.

     Section 4.  Severability.  In the event that any term or  provision of this
Agreement  shall be finally  determined to be  superseded,  invalid,  illegal or
otherwise  unenforceable  pursuant to applicable law by a governmental authority
having  jurisdiction and venue, that determination shall not impair or otherwise
affect the validity,  legality or enforceability (a) by or before that authority
of the remaining terms and provisions of this Agreement, which shall be enforced
as if the unenforceable term or provision were deleted,  or (b) by or before any
other authority of any of the terms and provisions of this Agreement.

     Section  5. No Waiver by  Action,  Cumulative  Rights,  Etc.  Any waiver or
consent  respecting  this  Agreement  shall be effective  only if in writing and
signed by 8701 Fund and then only in the specific  instance and for the specific
purpose for which given.  No waiver or consent


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shall be deemed  (regardless  of frequency  given) to be a further or continuing
waiver or consent.  The failure or delay of 8701 Fund to require performance of,
or to exercise 8701 Fund's rights with respect to, any term or provision of this
Agreement  shall in no way affect 8701  Fund's  right at a later time to enforce
any such term or  provision.  No  notice  to or demand on PWR in any case  shall
entitle   such   party  to  any  other  or  further   notice  or   demand.   All
representations,  warranties  and  covenants  of PWR in this  Agreement  and all
rights, powers, privileges, remedies and other interests of 8701 Fund under this
Agreement are cumulative and not alternatives.

     Section 6. Successors and Assigns,  Assignment and Intended  Beneficiaries.
Whenever in this Agreement  reference is made to any party, such reference shall
be deemed to include the successors, assigns, heirs and legal representatives of
such  party,  and,  without  limiting  the  generality  of  the  foregoing,  all
representations, warranties, covenants and other agreements made by or on behalf
of PWR in this  Agreement  shall  inure to the benefit of the  participants  and
other  successors  and assigns of 8701 Fund;  provided,  however,  that  nothing
herein  shall be deemed to authorize or permit PWR to assign any of PWR's rights
or  obligations  under this  Agreement  to any other  person  (whether or not an
affiliate of PWR), and PWR covenants and agrees that PWR shall not make any such
assignment.

     Section 7. Waiver of Jury Trial.  In any action,  suit or proceeding in any
jurisdiction  brought by 8701 Fund against PWR, or vice versa, PWR and 8701 Fund
each hereby irrevocably and expressly waives trial by jury.

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     Section 8. Governing Law, Amendments, Etc. This Agreement has been made (or
shall be deemed to have been made) and has been  delivered  and accepted by 8701
Fund in the City, County and State of New York. This Agreement shall be governed
by and construed in accordance  with the applicable laws pertaining in the State
of New York  (other  than those  conflict  of law rules that would  defer to the
substantive laws of another jurisdiction). This Agreement may have been executed
in two or more  counterpart  copies of the entire document or of signature pages
to the  document,  each of which  may have been  executed  by one or more of the
parties  thereto,  but all of which,  when taken  together,  shall  constitute a
single agreement binding upon all of the parties thereto.  The section and other
headings  contained in this Agreement are for reference  purposes only and shall
not affect the  meaning or  interpretation  of this  Agreement.  This  Agreement
contains  the  entire   agreement  of  the  parties  and   supersede  all  other
representations,  warranties, agreements and understandings,  oral or otherwise,
among the parties with respect to the matters contained herein and therein.

IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  and  delivered  this
Agreement as of the date first written above.

                               PWR SYSTEMS, INC.

                               By:  /s/ Alan Schoenbart
                                    --------------------
                                    Alan Schoenbart, CFO





                               VIZACOM, INC.

                               By:  /s/ Alan Schoenbart
                                    ---------------------
                                    Alan Schoenbart, CFO





                               TRAUTMAN WASSERMAN 8701 OPPORTUNITIES FUND L.P.

                               By:  /s/ James L. Palmer
                                    ---------------------
                                      General Partner


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