Exhibit 10.2(ii)

                                                              As of May 30, 2002


                               MODIFICATION NO. 1
                               ------------------

              The  Promissory  Note dated  November 20, 2001 (the "Note") of PWR
SYSTEMS,  INC. (the "Borrower") to which this Modification No. 1 is attached and
evidencing an installment loan in the original principal amount of $1,214,171.88
made by JPMORGAN CHASE BANK (the "Bank") to the Borrower (of which the principal
amount  of  $1,104,171.88  is  presently  outstanding),  is hereby  modified  as
follows:

         1.    to extend the dates for payment by deleting  the first  paragraph
of the Note and substituting the following therefor:

                      "For value received,  the  undersigned  hereby promises to
                      pay to the order of JPMORGAN CHASE BANK  (hereinafter  the
                      "Bank") at its offices at 1 Chase Manhattan Plaza, Special
                      Loan, Floor 21, Attention:  Richard  Grabelsky,  New York,
                      New York 10081, ONE MILLION TWO HUNDRED FOURTEEN  THOUSAND
                      ONE HUNDRED  SEVENTY  ONE  DOLLARS AND EIGHTY  EIGHT CENTS
                      ($1,214,171.88)   (of  which  the   principal   amount  of
                      $1,104,171.88  is  presently  outstanding),   as  follows:
                      $40,000  on each of March  1,  2002  and  April  1,  2002,
                      $30,000  on May 1,  2002,  $40,000  on June 1,  2002,  and
                      followed by fifteen (15)  installments  in accordance with
                      the following schedule (the Bank hereby  acknowledges that
                      the  Borrower has duly paid all  installments  due through
                      and including June 1, 2002):

                      (1)      $40,000.00 on July 15, 2002
                      (2)      $40,000.00 on August 15, 2002
                      (3)      $40,000.00 on September 15, 2002
                      (4)      $48,680.00 on October 15, 2002
                      (5)      $48,680.00 on November 15, 2002
                      (6)      $58,680.00 on December 15, 2002
                      (7)      $48,680.00 on January 15, 2003
                      (8)      $48,680.00 on February 15, 2003
                      (9)      $48,680.00 on March 15, 2003
                      (10)     $48,680.00 on April 15, 2003
                      (11)     $38,680.00 on May 15, 2003
                      (12)     $48,680.00 on June 15, 2003
                      (13)     $48,680.00 on July 15, 2003
                      (14)     $48,680.00 on August 15, 2003
                      (15)     Balance on September 15, 2003"

         2.    to  modify  the  fourth  paragraph  of the  Note  by  adding  the
following  phrase after the word  "Liabilities"  and before the semicolon (;) in
the first line thereof:

               ", which default continues uncured for a period of ten (10) days"

         3.    to  modify  the  fourth  paragraph  of the  Note  by  adding  the
following phrase after the word  "Liabilities)"  and before the semicolon (;) in
the fourth line thereof:


<PAGE>


                ",  provided,  that,  a  default  under or with  respect  to any
                indebtedness to any or all of: (a) Kaufman & Moomjian,  LLC, (b)
                Community  Towers  LLC  ("Towers")   pursuant  to  that  certain
                Settlement  Agreement  dated April 9, 2002 between  Vizacom Inc.
                and Towers, or (c) David N. Salav or Vincent DiSpigno, shall not
                be a default under this Note" ---

         The parties  acknowledge that the Note remains  outstanding and, except
as modified  herein,  the Note remains in full force and effect,  and the terms,
provisions  and  conditions  of the Note are  expressly  incorporated  herein by
reference.

                                             PWR SYSTEMS, INC.

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


                                             JPMORGAN CHASE BANK

                                             By:/s/ Richard Grabelsky
                                                ---------------------
                                                 Vice President

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