U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-KSB

(Mark One)

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

      For the fiscal year ended: December 31, 2001

|_|   TRANSITION REPORT UNDER 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.
                 (Name of small business issuer in its charter)

           Delaware                                            22-3270045
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

     3512 Veterans Memorial Highway                              11716
            Bohemia, New York                                  (Zip Code)
(Address of principal executive offices)

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

Securities registered under Section 12(b) of the Exchange Act: Common stock, par
value $.001

Securities registered under Section 12(g) of the Exchange Act: None

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 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 |_|

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |X|

      State issuer's net revenues for its most recent fiscal year: $12,222,164

      The aggregate market value of the voting stock held by non-affiliates of
the registrant was $4,366,522, at March 31, 2002, based on the closing sale
price of the Common Stock on such date of $.82 per share, as reported by The
Nasdaq Stock Market, Inc.

      As of March 31, 2002, there were a total of 5,845,073 shares of the Common
Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE

<PAGE>

                   Index to the December 31, 2001 Form 10-KSB

                                                                            PAGE

                                     PART I

Item 1.  Description of Business............................................   3

Item 2.  Description of Property............................................  14

Item 3.  Legal Proceedings..................................................  14

Item 4.  Submission of Matters to a Vote of Security Holders................  16

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters...........  17

Item 6.  Management's Discussion and Analysis of Financial Condition
              And Results of Operations.....................................  19

Item 7.  Financial Statements...............................................  28

Item 8.  Changes in and Disagreements with Accountants on Accounting
              and Financial Disclosure......................................  28

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act.............  29

Item 10. Executive Compensation.............................................  30

Item 11. Security Ownership of Certain Beneficial Owners and Management.....  33

Item 12. Certain Relationships and Related Transactions.....................  34

Item 13. Exhibits and Reports on Form 8-K...................................  35

<PAGE>

                                     PART I

This annual report on Form 10-KSB contains forward-looking statements that are
subject to risks and uncertainties that could cause actual results to differ
materially from those expressed or implied in the statements. Further discussion
regarding forward-looking statements, including the factors which may cause
actual results to differ from such statements, is located in Item 6,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in this report. Throughout this Annual Report on Form 10-KSB, the
terms "we," "us," "our" and "our company" refer to Vizacom Inc. and, unless the
context indicates otherwise, our subsidiaries, Software Publishing Corporation,
Renaissance Multimedia, Inc., PWR Systems, Inc., and SpaceLogix, Inc and other
subsidiaries on a consolidated basis.

Item 1. Business Overview

We are a provider of information technology product and service solutions. We
define our product and service offerings as solutions to reflect the breadth of
expertise and technology that generally comprise our offerings. The term
solution also reflects our focus on helping client companies to utilize
technology to solve business problems and achieve specific business goals.
Through our companies, we provide solutions, which generally combine technical
and consulting services with the resale of third-party computer software and
hardware products. Our solutions may therefore be referred to as product and
service solutions.

Our product and service solutions aim to utilize information and computer
technologies to enable a company to improve efficiencies achieve business goals
and enhance its competitiveness in its market. We develop, sell, service and
provide our product and service solutions primarily to domestic companies and
medium-size businesses operating in several industries. Our solutions may be
divided into different areas of expertise, including:

o     Network and systems development and integration, to develop the network
      and systems that comprise the backbone of a company's technology
      operations;

o     Value-added computer product reselling solutions, to provide a business
      with the ability to purchase and integrate new technologies within its
      technology operations;

o     Managed hosting solutions, to physically maintain and optimize a client's
      servers and additional equipment comprising the backbone of its technology
      operations and systems connections; and

o     Professional data security solutions, to protect a company's data, network
      and systems from being impaired by unauthorized intrusions or catastrophic
      events.

We gained our competency in information technology product and service solutions
through the acquisitions of two companies: PWR Systems, Inc. ("PWR") in March
2000 and SpaceLogix, Inc. ("SpaceLogix") in December 2001. PWR develops,
provides, services and sells systems development and integration and value-added
computer and network reselling product solutions. SpaceLogix, Inc., develops,
provides, services and sells professional systems development, managed hosting
and data security product and service solutions. We also provided professional
internet development services, such as website graphic design and e-commerce
systems integration services, through our Renaissance Multimedia subsidiary.

We position our business in its market as a provider of a broad range of
information technology product and service solutions. In this way, we intend to
differentiate ourselves from those competitors whose specialized services and
products lack the comprehensiveness and range of capability we provide. We
believe that our acquisition of SpaceLogix better positions us for growth and
differentiation in the information technology marketplace. Through this
acquisition, we expect to increase our margins on product and service sales
relative to the margins experienced solely by PWR, and take advantage of
opportunities to jointly promote and sell products and services between the
client bases of PWR and SpaceLogix. We also believe that the additional solution
offerings of SpaceLogix complement and enhance the competitiveness of the
solutions we currently provide through PWR.


                                       3
<PAGE>

We also intend to further develop our strategic relationships with third-party
computer product manufacturers and service providers so as to access different
technologies that we may resell or otherwise provide to our clients in
connection with our solutions. Through our companies, we have developed
strategic relationships with several of the world's premiere product and service
companies. These strategic relationships, which may involve contractual
agreements, typically involve a mutual exchange of resources, time and expertise
between us and a third-party to facilitate access to products and services that
we may resell or license in connection with our offerings.

We believe that our business has several competitive advantages. We believe that
as information and related digital technologies become more complex and
interdependent, companies increasingly will demand the broad spectrum of related
solutions we offer. Our responsiveness to client needs and focus on delivering
customized solutions enables us to cultivate long lasting relationships with our
clients and strategic partners. Additionally, we believe that our list of
clients and strategic relationships gives us significant credibility that may
help us to solicit new client projects.

History of Business

We were formed as a CD-ROM publisher of educational and other content for
consumer markets in 1992. We completed an initial public offering in 1995. In
July 1996, we acquired the Serif Inc. and Serif (Europe) Limited (collectively,
"Serif"), and in December 1996, the Company acquired Software Publishing
Corporation, to become a provider, developer, manufacturer and marketer of
visual communications computer software products sold under the Harvard Graphics
and Serif trademarks for consumer and business markets. We operated direct
marketing and contact centers and a content and e-commerce website we formed in
1999 called VisualCities.com. Through these operations, we promoted, sold, and
distributed our software products as well as software, hardware and additional
products of third-party manufacturers.

As of December 31, 2000, we continued to develop and market our visual
communications products, to operate direct marketing and contact centers in the
U.S., U.K. and Germany, and to own VisualCities.com. We also continued to
operate our Vizy Interactive New York, Vizy Interactive London and PWR
operations.

In 2000, we transitioned our business to become a provider of professional
internet and technology solutions. This transition involved the acquisition of
Renaissance Multimedia, which proceeded to do business under the name Vizy
Interactive New York, and the acquisition of PWR, both of which operate in the
United States.. It also involved the acquisition of two web development service
firms, Junction 15 and interMETHODS, which operated in the U.K. The operations
of Junction 15 and interMETHODS were subsequently combined, and did business
under the name Vizy Interactive London.

In January 2001, pursuant to a restructuring initiative, we completed the
following; (i.) on January 9, 2001, we entered into an agreement with a German
company to purchase certain assets and assume certain liabilities of our Aachen,
Germany contact center operation, including the assumption of the remaining
lease obligations; (ii) on February 2, 2001, the Company placed Junction 15 and
interMETHODS into creditors voluntary liquidation in the United Kingdom. and
(iii) on March 31, 2001, we sold our visual communications operations to the
management of our Serif subsidiaries. These software and overseas operations are
reflected in discontinued operations.

In late November 2001, we reduced our expenses by terminating eight employees
associated within our Vizy Interactive New York operation. Vizy Interactive New
York had provided web development services in connection with our additional
technology product and service offerings. With the staff terminations, we moved
toward an outsourced model through which we may identify and procure the
services of third-party web development companies to fulfill the website
development requirements of our clients. Vizy Interactive New York's services
had included strategic consulting, to design a client's web site development
requirements, technology integration services, to integrate a client's web and
e-commerce technologies with legacy systems, and design services to graphically
depict a client's brand image for the internet. Vizy Interactive New York's
clients had included several established and dotcom start-up companies operating
in various industries.

In December 2001, we acquired SpaceLogix, Inc., a privately held company located
in New York City with its primary operational sales force located in New
England. We acquired SpaceLogix as part of a strategy to broaden our range of
product and service solutions we can provide to enhance our competitiveness in
our market. We also acquired SpaceLogix to generate a higher percentage of our
revenues from SpaceLogix' managed and data security services,


                                       4
<PAGE>

which generally have higher sales margins than the computer reselling and
systems integration services of PWR. Although these companies are expected to
continue to operate independent of each other in the near-term, we have begun to
promote the sharing of expertise by technical, management and sales staff
between PWR and SpaceLogix. PWR and SpaceLogix have also begun to jointly
promote and sell their products and services, including to each companies'
existing client base, with the goal of promoting greater revenue-generating
opportunities for both companies.

Industry Overview

The growth of information technologies over the past decade has created the
means by which businesses may harness computerized data to better understand and
serve their customers, suppliers and other constituents and promote efficiencies
across an enterprise. Yet, with this growth has emerged a need for a high degree
of expertise in information technologies that few businesses can provide for
themselves in-house.

As a consequence of the growing complexity of technology, companies are
increasingly adopting an outsourced service model by which they contract with
third-party providers of technology products and services to conceive, develop
and support technology initiatives. The outsourced model enables businesses to
reduce the costs associated with operating an in-house IT department and focus
on their primary business activities. Since the late 1990s, companies have grown
more sensitive to the financial costs associated with purchasing technology in
addition to realizing the benefits of retaining specialists with expertise in a
constantly evolving technology environment. As the market trends towards the
outsourcing service model, many more companies may be expected to require
specialists to develop, implement and support their managed network service and
co-location requirements.

Most information technology service providers concentrate on one or two areas of
service and expertise, such as consulting, value-added computer products
reselling or managed hosting services. As a result, few information technology
service providers are able to service most or all elements of a typical
business' technology initiatives. Companies seeking to develop or upgrade their
information technology systems often require the services of several vendors. In
many instances, one provider may concentrate on fulfilling a specific area of
service without necessarily integrating their activities with other providers.
Those service providers with comprehensive expertise and capability are often in
a better position to deliver solutions cost-effectively and more quickly than
several specialized providers can provide on a collaborative basis.

Additionally, we believe that one of the most rapid growing technology markets
is the market for data security products and services. Until recently, most
businesses did not view the protection of their data as critical to the success
of their operations. In recent years, however, growing concern about widely
publicized computer virus attacks, as well as legislation requiring businesses
to implement measures to protect consumer data, have prompted businesses to
reassess their compliance and solicit outside consulting support to strengthen
their existing security defenses.

Recent legislation that has prompted companies to implement data security
measures includes:

o     Health Insurance Portability & Accountability Act of 1996 ("HIPAA"). This
      Act requires U.S. Healthcare providers to comply with stringent privacy
      and security regulations. Final regulations for this Act were issued in
      December 2000 by the Department of Health and Human Services;

o     Gramm Leach Bliley Act ("GBLA"). This Act, which went into effect in
      November 2001, requires financial firms to protect and ensure the
      confidentiality of customer data.

o     Children's Online Privacy Protection Act of 1998 ("COPPA"). This Act,
      which went into effect in April 2000, requires website owners and web site
      operators to get permission from a child's legal guardian before
      collecting certain information about the child should the child be under
      the age of 13.

o     Freedom of Information Act ("FOIA") The proposed amendment to the FOIA
      would require the protection of data shared by the private sector with the
      US government;


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<PAGE>

Because certain of these laws, particularly the HIPAA and GLBA Acts, require
businesses to implement legislated security measures within a set period of
time, we expect many businesses will be compelled to retain the services of data
security service providers for the next several years.

We believe our information technology product and service solutions are highly
comprehensive and able to fulfill many of the primary technology requirements of
most businesses. We believe that many technology companies today provide
services that are more specialized than our own. We believe the
comprehensiveness of our approach will enable us to capitalize on trends in our
market by which companies increasingly require comprehensive service solutions
which we believe we provide better than our more specialized competitors.

About PWR Systems

PWR is a systems integration and value-added computer and network product
reseller company that specializes in developing, providing, servicing and
selling information technology products and service solutions. PWR has developed
a competitive presence in the market for multimedia technologies, provides its
product and service solutions primarily to entertainment, media, publishing and
advertising companies. PWR's primary product and service solutions include
systems design and development, systems integration, and value-added reselling
of computer software, hardware and network equipment. PWR has developed
strategic relationships with several top manufacturers of computer software,
hardware, and network technologies, including professional multimedia products.

PWR's Solutions

PWR's product and service solutions are intended to develop for a client a
technological operation that will enable the client to maximize efficiencies and
attain key business objectives. PWR's primary services include:

o     Systems planning and development, in which PWR designs and develops the
      technology components of a client's local or wide area network
      connectivity, back-end systems, or internet, intranet and extranet
      initiatives. A network may be characterized as involving technologies to
      store and maintain data, while a system involves the process by which data
      is accessed and utilized. Data may include computerized information on
      consumers, suppliers, employees, or any other information that is relevant
      to a business operation. PWR may also design, develop or optimize specific
      elements of a client's systems, such as enterprise and work group
      client/servers. PWR may also help a client to extend its network systems
      to incorporate interaction with trading partners, suppliers and vendors
      online;

o     Systems integration, in which PWR integrates the components of a client's
      technology infrastructure. These solutions may include integrating a new
      information technology system with the components of a prior, legacy
      network or combining systems, such as a product fulfillment system and an
      e-commerce system, that have historically operated independent of the
      other;

o     Value-added computer product reselling, in which PWR helps a client to
      locate, purchase, test, install and learn to employ a diverse range of
      computer products that will help the client meet its business and
      technology objectives. PWR typically provides its value-added reselling
      solutions in connection with its systems planning and development and
      systems integration services. PWR has developed a level of its expertise
      in reselling and servicing multimedia technologies that it believes gives
      it significant competitive advantage in its marketplace. PWR has developed
      client relationships with several of the world's leading advertisers,
      media, publishing and entertainment companies and additional companies
      which require multimedia technology products. Examples of multimedia
      technology products include professional video cameras, digital image
      editing software, and equipment required to build a TV film-production
      editing studio. PWR is a value-added reseller of software and hardware
      products manufactured by Apple Computer and additional well-known
      manufacturers of multimedia technologies.

The types of projects PWR would typically be engaged by a client to complete
include: developing a professional multimedia film production studio for an
advertising company so that it may offer professional television commercial
development services to its clients; developing a network that integrates a
company's administrative, PC-computer operations with the company's graphic arts
professionals using Apple Computer's Mac computers; and identifying and
integrating within a technology operation a new computer server to enhance the
capabilities of the client's network systems.


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<PAGE>

PWR uses a team-based approach to delivering its product and service solutions
to clients. A typical project involves an account manager, service manager, and
two or more technical engineers. PWR deploys its solutions through a process
that consists of several stages. PWR first consults with the client to identify
and clarify its immediate and long-term technology needs. PWR also assesses and
communicates to the client the strengths and limitations of its current
technology capabilities. PWR then helps the client to define its technology
requirements. PWR may prepare for the client a network topology schematic, which
graphically depicts the various components of the PWR's proposed solution, as
well as a work-flow analysis, which outlines the process by which the various
components of the client's new information technology infrastructure will
interact. Next, PWR will recommend products and services that it believes will
enable the client to best achieve its technology goals. Such product and service
offerings often include new software, hardware and network equipment, which PWR
is authorized to resell to its clients. Lastly, PWR will install, integrate,
test and optimize the software and hardware product equipment required of the
solution. If required, PWR may provide training services to a client's staff in
the use of new software and hardware products. Because the solutions PWR
delivers are highly complex and can involve several technologies, PWR's clients
often hire it for ongoing maintenance and consulting support. PWR's broad range
of solutions and commitment to client excellence often enables it to
successfully promote new services to a client once the original project is
complete.

PWR is an authorized dealer and/or reseller for a number of manufacturers of
high quality computer and network equipment, including Apple Computer, Cisco
Systems, Compaq Computer, IBM, Silicon Graphics, Sony, and Hewlett Packard. PWR
concentrates particularly in the resale of hardware and software products
manufactured by Apple Computer. PWR often purchases and installs a wide range of
computer hardware, software and network equipment in connection with the
solutions it provides. PWR has access to thousands of computer products,
including desktop and laptop computers, digital video editing software, and
network equipment, such as computer servers, switches and firewalls. As an
authorized dealer of many of the highest quality computer equipment
manufacturers, PWR has the experience and training to sell and service the
hardware equipment and any enhancements and upgrades customers may require.

PWR's broad range of expertise in dealing with many computer equipment products
allows it to deliver unique services that differentiate its from its
competitors. PWR's technical staff is highly experienced in Apple Mac OS, Linux,
SGI Irix, and is a Microsoft Certified Solutions Provider, as well as virtually
all major hardware and software manufacturers. This expertise allows PWR to
provide its clients with a customized, long-term technology plan and reduces the
expense and frustration clients would otherwise incur dealing with multiple
vendors. PWR believes its expertise in multiple product solutions also enables
it to create unique solutions that differentiate it from competitors. For
example, PWR's expertise in products made both for PC and Mac computers makes
its solutions particularly attractive to publishers, advertisers, entertainment
and new media companies that use PC systems for corporate administration and MAC
systems for creative media projects. PWR constantly evaluates new products on
the basis of price, performance, reliability, customer support, and stability of
the vendor.

PWR's sourcing network is intended to provide its clients with constrained and
allocated product delivery and avoid customer complaints of erratic delivery. We
are not dependent on a single purchasing or product source. However, while PWR
believes its sourcing network permits it to fill client orders on a timely
basis, the loss of any license or reseller agreement with a significant
manufacturer or the termination of a relationship with a significant source of
computer equipment could interrupt its business and have a material adverse
impact on us.

PWR's hardware sales include the warranty provided by the manufacturers of the
products sold, and PWR often can provide options on extended warranties and
service contracts available from manufacturers. PWR typically sells its
production a net 30-day basis. PWR maintains a limited inventory of hardware and
software products and typically purchases products from third-party vendors only
after receipt of a client order.


                                       7
<PAGE>

About SpaceLogix, Inc.

SpaceLogix, Inc., ("SpaceLogix") is a provider of professional systems
development and managed product and service solutions. SpaceLogix professional
systems development solutions help a company to design, build and integrate the
network and systems technologies that comprise the backbone of a company's
technology operations. SpaceLogix managed services involve housing, maintaining
and optimizing a company's web and information technology systems, either at a
client's data center facilities or at a site maintained by a third-party
provider of data center services. In connection with its systems development and
managed solutions, SpaceLogix also provides data security product and service
solutions. These solutions help to ensure that a company's technology operations
possess the necessary defenses and redundancies to protect against damage that
may be inflicted by a catastrophic event or criminal attack.

SpaceLogix intends to develop a leadership position in its markets by providing
a broad-range of customized, comprehensive product and service solutions
designed to meet each client's particular business requirements. SpaceLogix
develops its own product and service solutions or resells the service and
product solutions of its third-party vendors. SpaceLogix expects to continue to
establish strategic relationships with several providers of managed network,
security and co-location services to augment the range of customized solutions
it can provide to its clients.

SpaceLogix Solutions

SpaceLogix designs its service and product solutions to be flexible to
accommodate changing client requirements and the integration of new and improved
technologies. SpaceLogix's solutions may be divided into three areas of
expertise, which it typically integrates to provide a comprehensive solution for
a client. These three areas of expertise include systems development solutions,
managed hosting solutions and data security solutions.

o     Systems Development Solutions. SpaceLogix provides a complete and
      integrated range of product and service solutions to help design, develop
      and integrate the technology components of a client's local or wide area
      network connectivity, back-end systems, or internet, intranet and extranet
      initiatives. A network may generally be characterized as involving
      technology to store and maintain data, while a system involves the process
      by which data is accessed and utilized. Data may include computerized
      information on consumers, suppliers, employees, or any other information
      that is relevant to a business operation.

      SpaceLogix will consult with a customer to identify areas where it may use
      technology to improve its operations, conceptualize an appropriate
      solution for the client, and identify, procure and integrate into the
      client's existing networks and systems the necessary computer hardware,
      software and additional technology products to fulfill the solution. For
      example, SpaceLogix may help a company that requires a method of managing
      its human resources activities across a multi-office operation to design,
      service and integrate an enterprise-wide human resource software
      application and additional, supporting technologies within the client's
      existing systems. SpaceLogix may also develop a network for a client. Such
      a project typically requires the identification, procurement and
      integration of computer servers, switches, client server software and
      additional equipment to create a solution that may facilitate the most
      effective connections and transfers of data between the network and the
      client's various systems.

      In connection with its professional systems development solutions,
      SpaceLogix provides a range of integrated technical and consulting
      services to its clients. SpaceLogix may provide project management
      services to identify weaknesses in the skills of a client's technical
      staff, and provide one or more SpaceLogix personnel with the required
      expertise to augment the client's team. SpaceLogix may also provide
      consulting services, such as return-on-investment analysis, to assess the
      extent to which a company's computer software and hardware purchases have
      fulfilled the specific business objective for which they were installed.
      SpaceLogix may also provide data migration services through which it
      physically re-locates a client's network hardware, or moves data from one
      operating system to another, without interrupting the client's operations.
      Additional services include monitoring a client's compliance with license
      service agreements through which the client has the right to use a
      third-party's products and services, and training services to instruct the
      client's technical staff in the proper use of newly installed hardware and
      software products.


                                       8
<PAGE>

o     Managed Hosting Solutions. SpaceLogix's hosting product and service
      solutions involve providing and maintaining the physical facilities that
      comprises the backbone of a client's technology operation and connect it
      to the Internet and additional systems. SpaceLogix's hosting services may
      be divided into two key areas: managed services and co-location services.
      Managed services involve ongoing maintenance and service to optimize a
      client's data center capabilities. Specific services include testing,
      installing, reselling and replacing equipment, and supervising day-to-day
      operating activities for one or more functions of a client's data center
      site. Co-location services are designed to provide a client with the
      ability to replicate and manage its data center activities at a remote
      site for redundancy should operations at the primary site be impaired. For
      example, a redundant co-location site would enable a client to continue to
      operate if its primary data center operations were rendered inoperable by
      a catastrophic event. A client requiring SpaceLogix's managed product and
      service solutions therefore may also be inclined to utilize its
      co-location solutions.

      SpaceLogix does not lease, rent or otherwise operate its own data center
      facilities. SpaceLogix will advise a client to use a data center operated
      by one of its strategic partners or it may help the client to develop or
      optimize an alternative data center. In this way, SpaceLogix is able to
      concentrate on providing consulting and technology engineering services
      that typically experience higher margins than SpaceLogix would experience
      if it rented or owned its own data center operations. SpaceLogix has
      developed strategic relationships with top-tier data center service
      companies, including AT&T, WorldCom and Sprint. SpaceLogix intends to
      develop relationships with additional providers with first-class technical
      facilities. These facilities are commonly referred to in the industry as
      telco-grade level in reference to the sophisticated nature of their
      connectivity equipment. By forming relationships with several providers,
      SpaceLogix is able to provide its clients with carrier-neutral services by
      which it may recommend several providers to a client to implement the most
      appropriate and cost-effective solution. SpaceLogix identifies and forms
      relationships with data center service providers on the basis of their
      financial health and technological sophistication.

      SpaceLogix typically forms contractual agreements with its hosting
      partners. Terms are generally cover a 12-month period and provide to
      SpaceLogix approximately 8% of the revenue generated by a client account.
      SpaceLogix may also partner with the sales staff of its hosting partners
      to share sales leads and develop joint programs with its partners' sales
      and marketing staff to better promote SpaceLogix's portfolio of service
      and product solutions to potential clients.

      SpaceLogix has developed reseller agreements with Hewlett Packard, Cisco
      Systems, Nortel, Sitelite, ASAP, Witness Systems, Compaq, IBM and Sun
      Microsystems in order to be able to meet the varied requirements of
      technology solutions of its customers. Through these agreements, which are
      typically for a term of twelve months, SpaceLogix may identify, procure
      and resell to the client the software and hardware products manufactured
      by the third party. On occasion, the client may prefer to license
      third-party products. In these instances, SpaceLogix may help the client
      to form appropriate license agreements and manage compliance with
      agreement terms. SpaceLogix has also formed a relationship with Navistore,
      an equipment distributor, so as to be able to access and resell data
      storage products from leading manufacturers, such as EMC, IBM, Hitachi,
      Network Appliance and LSI Logic.

      We do not believe that the loss of any one of SpaceLogix' strategic
      relationships would have a material impact on our operations.

o     Data Security Solutions. SpaceLogix provides a variety of services to help
      a client to build, enhance and maintain technologies to protect its
      network and systems from being infiltrated or harmed by an unauthorized
      third party, catastrophic event or any other occurrence that may impair a
      company's technology operations. SpaceLogix typically provides these
      services in connection with its systems development and managed services.
      SpaceLogix's data security solutions specifically involve evaluating and
      testing a client's data security operations and installing and optimizing
      data security software and hardware solutions. Such software and hardware
      products may include encryption software, which scrambles data as it is
      transferred through a client's network to prevent it from being
      intercepted by intruders, and firewalls, which act as gatekeepers between
      a client's network and intruders attempting access through the Internet.
      Additional products include anti-virus software to detect and eliminate
      harmful computer applications that may enter the company's systems through
      the Internet. SpaceLogix may also provide services by which its engineers,
      with the client's permission, may attempt to infiltrate the client's data
      security defenses. SpaceLogix will then provide to the client a report
      detailing where its security defenses are weak, and what products and
      services the client may seek to purchase and install to improve its data
      security measures.


                                       9
<PAGE>

      SpaceLogix has also formed a service agreement with @stake, a leading and
      respected data security vendor whose services have been used by the U.S.
      government, through which it may provide data security solutions to
      supplement its own services. @stake has developed highly sophisticated
      tools to test both a company's data security defenses as well as its
      specific data security equipment. @stake may also provide forensic
      services to gather evidence for legal prosecution following an attack.

SpaceLogix uses a team-based approach to delivering its product and service
solutions to a client. Most solutions consist of a combination of products and
consulting and technical services. A typical project involves an account manager
and one or more technical engineers, including database administrators,
application engineers and additional staff trained in the systems technologies.
SpaceLogix deploys a typical client solution through a set process. First,
SpaceLogix consults with the client to identify and clarify its immediate and
long-term business goals and requirements. SpaceLogix then helps the client to
define how technology may help the client to fulfill those goals. SpaceLogix may
recommend that the client purchase or lease products to develop a solution, then
resell or otherwise procure the necessary products for the client. SpaceLogix
has developed informal and formal relationships with several computer products
manufacturers through which it may provide its clients with access to a range of
products. SpaceLogix may also facilitate the formation of license agreements
through which a client may license products from a third party. Products that
SpaceLogix may resell or otherwise provide include computer servers and related
hardware, enterprise software applications, client-server software applications,
and anti-virus software.

SpaceLogix's hardware sales typically include the warranty provided by the
manufacturers of the products sold, and SpaceLogix can often provide options on
extended warranties and service contracts available from manufacturers.
SpaceLogix typically sells its products on a net 30-day basis. SpaceLogix
maintains no inventory of hardware and software products and typically purchases
products from third-party vendors only after receipt of a client order.

SpaceLogix is capable of operating twenty-four hours a day, every day of the
year, in order to fulfill service requests, repair equipment and perform
additional technical consulting and engineering services for its clients.

Strategic Relationships

We believe that our strategic relationships with third-party computer product
and professional service providers are instrumental to our success. These
relationships are characterized as involving mutual investments of financial
resources, collaboration of ideas, sharing of expertise, and augmentation of
service and product capabilities. Other benefits we derive from our strategic
relationships include enhanced capability to distribute solutions, competitive
advantage, expanded range of offerings, greater name recognition in the
marketplace, and referrals to potential clients.

Vizacom, through its PWR and SpaceLogix companies, has formed relationships with
several premiere manufacturers of software, hardware and additional computer
equipment and services. PWR and SpaceLogix generally resell, or facilitate the
formation of agreements to license, third-party products to clients in
connection with their services. These relationships typically involve formal
contracts for a period of twelve months to resell or license a product
manufactured by the third party for a certain percentage of the revenue
generated through the transaction. Oftentimes, PWR or SpaceLogix may agree with
a partner to dedicate money and staff time to implement joint-marketing and
sales activities, including developing strategic marketing initiatives to
implement on a collaborative basis to achieve specific sales, promotional or
business development goals. Examples of such activities include organizing
events to promote products to clients and training PWR or SpaceLogix staff in
the installation and sale of a partner's products. We refer to those companies
through which we have formed relationships to augment our product and service
capabilities as strategic to reflect the relationship's relevance to our
long-term sales and product and service goals. We may refer to our third-party
vendors arbitrarily as strategic allies and industry partners.

PWR and SpaceLogix have formed separate but similar strategic relationships with
the following computer software and hardware manufacturers: Compaq Computer,
Cisco Systems, Hewlett Packard, and IBM.

PWR has formed strategic relationships with the following computer software and
hardware manufacturers: Adobe, Apple Computer, Epson, Intel, Microsoft
Corporation, Microtech, Silicon Graphics, Storage Computer, Sony, Symantec, and
Xerox.


                                       10
<PAGE>

SpaceLogix has formed strategic relationships with the following computer
software and hardware manufacturers and data center service companies: ASAP,
AT&T, Alliance Group, SiteLite, Nortel, Sprint, Systems, Sun Microsystems,
Witness, and WorldCom.

SpaceLogix has also formed an agreement through which it may resell to its
clients the data security services of @stake, a leading data security
specialist.

About Our Clients

Our client list includes the clients of PWR and SpaceLogix. We define a client
as any organization that hires PWR or SpaceLogix to perform either a single
project or several, combined projects over an extended period of time. We may,
on occasion, provide service and product solutions comprised of the services and
products both of PWR and SpaceLogix under their respective brand names.

Both PWR and SpaceLogix strive to develop long-term relationships with clients.
They also attempt to sell their services and product offerings to the other's
clients for greater revenue-generating opportunities across our operations. Our
clients operate in a diverse range of industries, and primarily consist of
large, multi-national corporations, and, in on occasion, small- and mid-sized
companies. PWR concentrates particularly on selling its products and services to
publishing, entertainment, advertising, and media companies. SpaceLogix
concentrates primarily on large, enterprise companies in several industries. In
some instances, a PWR client may require the product and service solutions of
SpaceLogix. Therefore, we have begun to promote joint-sales and marketing
programs between our two companies.

Current clients include: American Lawyer Media, Federated Department Stores,
HBO, Loral Space & Communication, Martha Stewart Living, MTV Networks, New
England Journal of Medicine, Nickelodeon, Ogilvy & Mather, Quick International,
Simon and Schuster, Sloan Kettering Memorial Hospital, Sony Music, Swift Rivers,
Verizon, Walden Park, WGBH, a division of PBS, and Young & Rubicam.

Client Concentration and Credit Risk

For the year ended December 31, 2001, one customer represented 17% of our sales.
For the year ended December 31, 2000, no single customer represented a
significant sales concentration or credit risk. We are not aware of any
significant concentration of business transacted with a particular customer that
could, if suddenly eliminated, have a material adverse impact on our operations.

Competition

The information technology solutions market is both highly competitive and
growing. In addition to competing against the internal information technology
staff employed by many companies, we compete against several companies operating
in the systems integration, managed services and additional market sectors
comprising the information technology product and service solutions market.

Companies that compete directly against SpaceLogix include: SunGuard Data
Systems, Inc., V-ONE Corp., Accenture, Cambridge Technology Partners, Cap
Gemini, EDS, IBM, Sapient, and WM-Data.

Direct competitors to PWR include: CDW, Compucom, Sarcom, and Techserve.

We believe that our ability to provide a broad range of information technology
product and service offerings is an important advantage that differentiates it
from many of its competitors. However, several of our competitors, as well as
direct competitors to PWR and SpaceLogix, have announced their intention to
develop additional solutions. Furthermore, many of these competitors may have
greater resources than we currently possesses. Greater resources may enable a
competitor to respond more quickly than we can to new technologies and changes
in customer requirements. Greater resources may also enable a competitor to
devote greater resources to the development, promotion and sale of services than
we can to our services.


                                       11
<PAGE>

We believe that the principal competitive factors in the information technology
markets are:

o     the ability to attract and retain professionals;
o     technical knowledge;
o     brand recognition and reputation;
o     reliability of the delivered solutions;
o     client service; and
o     price.

Marketing and Sales

Our sales and marketing initiatives strive to communicate the competitive
differentiators of its companies to existing and potential clients. We believe
these competitive differentiators include a broad range of comprehensive
solutions, industry and technical expertise, respected clients and industry
partners, and the ability and willingness to actively collaborate with clients
to meet their business goals and ensure service excellence.

We market our solutions to companies in a broad range of industries, including
entertainment, advertising, publishing, new media, financial, health care,
retail, and real estate. We believe that PWR is generally well known in its
target markets in the greater New York City area. Our companies primarily market
and promote their solutions through sponsorships and participation in industry
trade shows, exhibitions and other special events, referrals from clients,
industry partners and vendors, maintaining web sites specific to PWR and
SpaceLogix. We also promote editorial coverage of our accomplishments in trade
and business media.

We believe that many of the solutions we currently provide through our
subsidiaries are related and complementary. A client whose network was developed
by PWR, for example, may also require data security services, which SpaceLogix
provides, to support the secure transfer of data within the network. PWR and
SpaceLogix have begun to develop joint-sales and marketing initiatives by which
they intend to cross-sell their service and product solutions to each companies
client base to promote revenue-generating opportunities across our operations.

Business Strategy

We intend to continue to grow our position in the information technology product
and service industry in the U.S. We intend to focus particularly on the markets
for creative media product and service solutions, managed network and data
security services, and co-location services. We also intend to establish cash
flow positive operations and earnings from our SpaceLogix and PWR businesses.
Key components of our growth plan include:

o     Deliver Integrated Solutions. We believe that companies are increasingly
      searching for a provider that can deliver a full range of solutions for
      their information technology requirements. We believe our advantage lies
      in the broad range of services and product solutions we can provide
      through our PWR and SpaceLogix companies. We intend to continue to develop
      this advantage by further integrating the capabilities of our PWR and
      SpaceLogix companies so as to satisfy the demands of clients requiring a
      comprehensive solution to their technology initiatives.

o     Concentrate on High-Margin Managed and Security Services. We believe sales
      of SpaceLogix's managed and security offerings typically experience
      greater margins than the value-added reselling and systems integration
      product and service solutions of PWR. We intend to concentrate on
      developing sales opportunities for our SpaceLogix managed and security
      solution offerings in the U.S. as well as continue to develop
      opportunities to maximize the margins on the systems integration, network
      development and additional service and product offerings of PWR.

o     Develop New Solutions. We believe our willingness to actively collaborate
      with clients to meet their business and technology objectives, as well as
      our ability to access and resell a broad range of products and services
      manufactured by third-parties, makes us adept at developing new,
      customized services that complement existing offerings. By creating new
      service and product solutions, we expect to be able to access previously
      untapped sales opportunities from relationships with existing clients.


                                       12
<PAGE>

o     Build Strategic Relationships. We believe we have a competitive advantage
      due to the relationships that, through our PWR and SpaceLogix companies,
      we have formed with several well-known computer software and hardware
      manufacturers and other product and service providers. These relationships
      allow us to provide a broad range of product and service solutions to our
      clients. We intend to strive to maintain long-term relationships with our
      industry partners as well as develop new relationships with other top
      companies whose products and services would enhance or expand our current
      offerings.

o     Develop Technological Expertise. We believe we possesses significant
      expertise in several technology services and products, as well as in
      servicing and selling its information technology product and service
      offerings. We believe this expertise differentiates us from many of our
      competitors, whose focus may be more specialized on particular
      technological areas. We intend to continue to develop our expertise by
      promoting the sharing of information, training and support between the
      employees of PWR and those of SpaceLogix for enhanced competitive
      advantage.

o     Build Market Position. We intend to continue to promote joint-sales and
      marketing activities between our PWR and SpaceLogix companies to
      strengthen our brand, communicate the value of our combined services, and
      promote revenue-generating sales opportunities across our operations.

o     Promote Service Excellence. We, through our PWR and SpaceLogix companies,
      strive to meet or exceed the highest standards within each of our service
      disciplines. We strive to collaborate with our clients to develop an
      in-depth understanding of their particular business and objectives. We are
      committed to responding to our clients' concerns and objectives. We also
      place great importance on retaining and training qualified employees.

o     Pursue Strategic Acquisitions. We may pursue strategic acquisitions of
      companies that provide additional service disciplines, management and
      staff talent, client and partner relationships, and geographic coverage.
      We would intend to only pursue acquisitions of companies whose operations
      would facilitate the establishment of positive cash flows.

Employees

As of March 31, 2002 we had a total of 30 full time employees.

Backlog

As of December 31, 2001, we had a backlog of $170,165. Due to short lead times
for our products we believe that order backlog is not a reliable indicator of
future sales or earnings. Our practice is to ship products promptly upon the
receipt of purchase orders from our customers and therefore, backlog is not
significant. There was no service backlog given our acquisition of SpaceLogix
was completed at the end of December 2001.

Discontinued Operations

As of December 31, 2000, we continued to develop and market visual
communications graphics software products. Through our Serif subsidiaries, we
developed and marketed Serif PagePlus 7, Serif DrawPlus 5 and additional
Serif-branded products in the U.S. and Europe. Also through our Serif
subsidiaries, we operated an international direct marketing and contact center
operation that sold our Serif and other products. Our Serif subsidiaries also
marketed and sold our contact center capabilities as services, marketed under
the brand name Dialog24, to third parties. Through our Software Publishing
Corporation (SPC) subsidiaries, we developed and marketed Harvard Graphics(R)
Advanced Presentations, Harvard Graphics(R) Pro Presentations, and additional
products in the Harvard Graphics(R) product line in the U.S. and Europe.
Additionally, we continued to own VisualCities.com, a content and e-commerce web
site for visual communications computer products users.

The market for our software products was highly competitive. We had numerous
competitors to our software business, many of whom had greater financial,
technical and marketing resources, greater name recognition and a larger
customer base.


                                       13
<PAGE>

In January 2001, we commenced a restructuring initiative, which we expect to
enable us to improve our operating results and better focus our resources on
growing our professional internet and technology solutions business, Vizy
Interactive, in the United States. As part of this restructuring initiative, in
February 2001, we divested through English law creditors' voluntary liquidation
our two interactive service firms in the United Kingdom, Junction 15 Limited and
interMETHODS Limited. We have terminated the employment of the two executives of
Junction 15 Limited, and we currently intend to pursue indemnification claims
for breaches of representations and warranties by the sellers of both Junction
15 Limited and interMETHODS Limited.

On March 31, 2001, we sold our visual communications operations to the
management of our Serif subsidiaries. We received $150,000 in cash at closing
and a promissory note from Serif Inc. in the aggregate principal amount of
$987,500, which note bears interest at a rate of 10% per annum, and will provide
annual proceeds of $480,000 in 2002. Serif (Europe) Limited received a 12-month
exclusive license in Europe and a 24-month non-exclusive license in the rest of
the world with respect to the software of our SPC subsidiary. Serif (Europe)
Limited was also granted a non-exclusive license to use the Harvard Graphics(R)
brand name for the purpose of selling repackaged Serif products using such name.
Each of such licenses shall be renewed if minimum royalty and other conditions
are met. In consideration therefor, Serif (Europe) Limited will pay a royalty
fee of 12.5% in respect of sales of SPC software and 3% of sales of repackaged
Serif software. While we continue to own SPC, we agreed not to compete with
Serif in the software business as long as the licenses are in effect.

Item 2. Description of Property

Our principal executive offices are located at 3512 Veterans Memorial Highway,
Bohemia, New York, 11716. These leased premises consist of approximately 5,000
square feet, at a monthly rental of approximately $5,600 through March 31,
2004.These leased premises also house our PWR subsidiary, which maintains its
operations and warehousing facility within. PWR also maintains 1,757 square feet
of leased premises for its data center operations in Great River, New York. The
data center lease runs through October 31, 2006, with a monthly rental of
approximately $3,300, Our SpaceLogix subsidiary sublets approximately 2,200
square feet of space at 12 East 41st Street, Suite 1302, New York, NY 10017. The
sublease is for two years with an option to extend. The monthly rental is
approximately $5,900. All of our lease premises carry insurance as required
under their lease provisions, which we believe to be adequate.

Item 3. Legal Proceedings

Community Towers, LLC vs. Software Publishing Corporation: In the fourth quarter
of 1998, an action was commenced against our wholly owned subsidiary, Software
Publishing Corporation ("SPC") in the Superior Court of the State of California
in and for the County of Santa Clara. In this action, Community Towers, LLC was
seeking $300,000 plus interest and attorneys fees in damages in addition to
other causes of action against SPC for an 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. Neither us, nor
SPC currently has any offices at this location. SPC filed an answer in this
action denying the plaintiffs' claims. In October 2000, the plaintiff amended
its complaint to name Neil M. Kaufman, our former corporate legal counsel, as a
defendant. We began settlement discussions on April 3, 2002 in advance of a
scheduled April 8, 2002 trial date. On April 9, 2002 this matter was settled for
$325,000, of which $25,000 of common stock, or 32,051 common shares valued at
$.78 per share, was to be returned to us should the plaintiff settle with Mr.
Kaufman. Mr. Kaufman settled on April 10, 2002 resulting in a net settlement of
$300,000 for us. We will pay $200,000 in common stock at a price of $.78 per
share, or 256,410 common shares, and $100,000 in cash. We will initially pay
$25,000 and pledge common shares for the $75,000 balance of the cash settlement.
The pledged shares equate to an additional 96,154 shares we will issue, and will
be returned to us when the $75,000 is paid. We have sixty days to pay the
$75,000 or will pay 2% a month interest on the unpaid balance until paid. We
have 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 plaintiff may sell up to 16.66% of their shares on a
quarterly basis starting October 1, 2002. Should the registration not be
effective by September 30, 2002, we have agreed to a put option whereby during
the quarters beginning October 1, 2002 or January 1, 2003 (should the
registration not be effective by January 1, 2003) we may be required to purchase
16.66% at the aforementioned dates at the market price of such shares at the
beginning of each quarter, but no more than $.78 per share.


                                       14
<PAGE>

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 Limited ("IML"), our 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 our executives, Ian McCalla and Paul Simpson was
terminated. On April 2, 2001, Mr. McCalla and Mr. Simpson commenced proceedings
against us claiming compensation for loss of office and obtained an order from
the High Court of Justice, Queens Bench Division, Claims Numbers HQ 0101432 and
HQ 0101433, respectively, 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,
Jeffrey White issued proceedings claiming approximately $100,000 due to him
under a deferred payment agreement. The only asset that we had within the
jurisdiction of the High Court was $150,000 in cash that we received upon the
completion of the Serif transaction. Our lawyers in the UK are holding the
$150,000 in escrow. We issued a defense and counterclaim in both sets of
proceedings. We contended that Mr. McCalla and Mr. Simpson 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 that the injunction
would 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.

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. in which the plaintiff alleges discriminatory hiring
practices and seeks an undisclosed sum of compensatory damages, attorney fees
and punitive damages. To date, only limited discovery has been conducted. We
believe this action is without merit and intend to vigorously defend this
action.

Waiting Room Solutions vs. Vizy Interactive, Inc.: This matter was brought in
May 2001 in the Supreme Court of Ulster County, New York against our subsidiary
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. We have
asserted a counterclaim for the sum of $158,150 due and outstanding under the
contract. The plaintiff had paid us $143,000 under the contract. To date, no
discovery has been conducted. 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. 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. We believe this action is without merit and intend to
vigorously defend this action.

We are party to proceedings arising in the normal course of business. The
outcome of individual matters is not predictable. However, we believe that the
ultimate resolution of all such matters, after considering insurance coverage,
will not have a material adverse effect on our financial position, results of
operation, or our cash flow.


                                       15
<PAGE>

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

      At a special meeting of stockholders held on December 27, 2001 the
      following matters were voted upon and adopted by the votes indicated:

<TABLE>
<CAPTION>
         ------------------------------------------------------------------------------------------------------

                                                                    For      Withheld    Against      Abstain
         ------------------------------------------------------------------------------------------------------
         <S>                                                      <C>              <C>    <C>          <C>
         To approve issuance of common stock, options and
         warrants, in connection with our acquisition of
         SpaceLogix, Inc.                                         1,019,751        --      21,129      1,249
         ------------------------------------------------------------------------------------------------------
         To approve issuance of 209,580 shares with respect
         to the acquisition of our PWR Systems subsidiary         1,020,912        --      19,938      1,279
         ------------------------------------------------------------------------------------------------------
         To approve the amendment to our 2000 Equity
         Incentive Plan to increase shares available
         from 525,000 to 2,000,000, and increase initial and
         annual awards to non-employee directors from 2,500
         to 25,000, under such plan.                                934,953        --     102,724      4,452
         ------------------------------------------------------------------------------------------------------
</TABLE>

      There were 1,309,593 broker non-votes with respect to the matters listed
      above.

      Prior to this meeting there were 2,697,867 shares outstanding. Our bylaws
      permit a quorum be established by the presence at a meeting, in person or
      by proxy, of not less than one-third of our outstanding shares.


                                       16
<PAGE>

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

(a) Market Information

Our common stock, par value $.001, is traded on the Nasdaq Small Cap Market and
the Boston Stock Exchange under the symbol VIZY. As of March 31, 2002, the
approximate number of holders of record of our common stock was 788. The
following table indicates the high and low closing prices of our common stock,
as reported on the Nasdaq Small Cap Market (the principal market for our common
stock), during the periods indicated

<TABLE>
<CAPTION>
                                                                  High                      Low
                                                                  ----                      ---
2000*
<S>                                                               <C>                      <C>
First Quarter...........................................          97.50                    30.00
Second Quarter..........................................          62.50                    21.30
Third Quarter...........................................          19.40                    10.30
Fourth Quarter..........................................          13.10                     2.19

2001
First Quarter...........................................           8.10                     1.60
Second Quarter..........................................           2.28                     1.30
Third Quarter...........................................           1.85                     1.04
Fourth Quarter..........................................           2.05                      .72
</TABLE>

---------------
* as adjusted for May 23, 2001 ten for one reverse stock split.

Dividends: We have never paid cash dividends on our capital stock and do not
anticipate paying cash dividends in the foreseeable future. We currently intend
to retain any future earnings for reinvestment in our business. Any future
determination to pay cash dividends will be at the discretion of our board of
directors and will be dependent upon our financial condition, results of
operations, capital requirements and other relevant factors.

(b) Recent Sales of Unregistered Securities

The information set forth below is a list of all sales and issuances of our
equity securities occurring during 2001 and the first quarter of 2002, which we
have not otherwise disclosed in any of our Quarterly Reports on Form 10-QSB.

On November 20, 2001, we issued an additional 100,000 shares of our common stock
to SpaceLogix, Inc in connection with $100,000 bridge loan. The issuance of
these shares was a private transaction exempt from registration pursuant to
Section 4(2) of the Securities Act.

On November 20, 2001, in connection with the resignation and pursuant to a
settlement and general release agreement with Andrew Edwards, a vice president
of the Company and former president of our Vizy NY subsidiary, we issued 40,000
shares of our common stock. The issuance of these shares was a private
transaction exempt from registration pursuant to Section 4(2) of the Securities
Act.

On November 21, 2001, we issued 30,000 shares of our common stock to IR
International in connection with an investor relation agreement. Such shares
were ultimately returned to us on February 12, 2002 for failure to perform
services contemplated by the agreement. The issuance of these shares was a
private transaction exempt from registration pursuant to Section 4(2) of the
Securities Act.

On December 14, 2001 we issued convertible promissory notes in the aggregate
original principal amount of $150,000, bearing interest at a rate of six percent
per annum. On January 2, 2002 the holders of these notes exercised their
conversion privileges and the unpaid principal plus accrued but unpaid interest
was converted into an aggregate 240,760 shares of our common stock. These shares
were issued as follows in proportion to the value of each entity's note: 192,608
common shares to Koyah Leverage Partners LP, 36,114 common shares to Koyah
Partners LP, and 12,038 shares to Raven Partners LP. The issuance of these
shares and notes were private transactions exempt from registration pursuant to
Section 4(2) of the Securities Act.


                                       17
<PAGE>

On December 27, 2001, we issued 209,580 shares of our common stock, as
additional merger consideration, pursuant to the terms of our agreement and plan
of merger, consisting of 104,790 shares to each of Vincent DiSpigno, our Chief
Executive and interim Chairman, and David N. Salav, our Vice President and Chief
Information Officer, in connection with the Agreement and Plan of Merger, as
amended, between Vizacom and PWR dated March 27, 2000. The issuances of these
shares were private transactions exempt from registration pursuant to Section
4(2) of the Securities Act.

On December 28, 2001, pursuant to the terms of our agreement and plan of merger
with SpaceLogix Inc., we issued 1,846,251 shares of our common stock, and
options and warrants to purchase 600,197 shares of our common stock. 443,380 of
these options or warrants have an exercise price equal to $.86 per share, 110%
of the average per share closing price for the five trading days prior to the
closing of the acquisition. 156,817 of these options or warrants have an
exercise price of $.825 per share, 110% of the closing price on the day prior to
the closing of the acquisition. 784,188 of the shares are being held in escrow
(see Note 4 to the accompanying Consolidated Financial Statements). The
issuances of these shares were private transactions exempt from registration
pursuant to Section 4(2) of the Securities Act.

On February 14, 2002 we sold 76,923 shares of its common stock to William Jaffe
at a price of $.65 per share, for which we received $50,000. Trautman Wasserman
as the placement agent received warrants to purchase 7,623 shares of common
stock at an exercise price of $1.00 per share. The issuance of these shares and
warrants were private transactions exempt from registration pursuant to Section
4(2) of the Securities Act.

On February 26, 2002 we sold 38,461 shares of its common stock to Michael
Schwartzbard at a price of $.65 per share, for which we received aggregate gross
proceeds of $25,000. Trautman Wasserman as the placement agent received a
five-year warrant to purchase 3,846 shares of our common stock at an exercise
price of $1.00 per share. The issuance of these shares and warrants were private
transactions exempt from registration pursuant to Section 4(2) of the Securities
Act.

In connection with a March 22, 2002 subscription agreement, on March 28, 2002 we
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 Ram Trading Ltd., for which we received
aggregate gross proceeds of $400,000. On the same date, we sold 153,846 shares
of ours 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 our common
stock at an exercise price of $1.00 per share to DeMaio Partners LLC, for which
we received $100,000. With respect to the aggregate transaction, Trautman
Wasserman the placement agent received a five-year warrant to purchase 76,923
shares of our commons stock at $1.00 per share commencing November 1, 2002. The
issuance of these shares and warrants were private transactions exempt from
registration pursuant to Section 4(2) of the Securities Act.


                                       18
<PAGE>

Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Forward Looking Statements

Statements contained in this Annual Report on Form 10-KSB 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 maintain our Nasdaq market listing;
      o     Our ability to obtain new financing and restructure existing
            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; including 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 Security and Exchange Commission. We undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.


                                       19
<PAGE>

Additional Explanation on Certain Risk Factors of Significance

         WE ARE DEPENDENT ON A SHORT TERM LOAN, THE LOSS OF WHICH WOULD
                   MATERIALLY ADVERSELY AFFECT OUR OPERATIONS

We are dependent on the availability of a short-term loan from a financial
institution to finance our operations. We currently owe approximately $1.2
million to this lender under a secured promissory note that must be repaid in
full by May 31, 2002. We can give no assurance that we will be able to repay
this on a timely basis. Our inability to repay or the unavailability of this
borrowing in the future would have a material adverse affect on our business.

                 WE MAY BE DELISTED FROM THE NASDAQ STOCK MARKET

We received a letter from the Nasdaq Listing Qualification Panel dated August
27, 2001, in which Nasdaq informed us that while we were in compliance with the
Nasdaq continued listing requirements with respect to net tangible assets of at
least $2,000,000 and/or stockholders equity of at least $2,500,000 as of June
30, 2001, we were required to respond to Nasdaq with respect to our plans and
projections for compliance with such requirements on a going-forward basis. We
responded to this request on September 7, 2001 with the requested information.
On October 10, 2001, we received a letter from the Nasdaq panel in which Nasdaq
informed us that it would permit our continued listing, but it would continue to
monitor our compliance with the net tangible asset/stockholders equity
requirement and all continued listing requirements, and it would not allow for
continued listing in the event that we fail to comply with any of the applicable
requirements. On February 19, 2002, we received correspondence from The Nasdaq
Stock Market Inc. stating that our common stock would be delisted from trading
because the bid price of our common stock did not equal or exceed $1.00 for a
minimum of thirty consecutive trading days prior to February 19, 2002 as
required by Nasdaq Marketplace Rule 4310(c)(4). The Company has submitted its
plan to regain compliance with respect to the bid price within the 180- calendar
day grace period. In the event that our common stock is delisted from Nasdaq, we
expect that our common stock will continue to be listed on the Boston Stock
Exchange and would also trade on the NASD's OTC Bulletin Board.

From its inception in April 2001 through December 31, 2001, SpaceLogix has only
limited revenues and experienced a net loss of approximately ($350,000). We can
give no assurance that it will ever achieve significant revenues or ever achieve
profitability. We paid approximately $3,500,000 for this company and have
recorded goodwill associated with this acquisition of approximately $3,600,000.
Should the Company not reverse its trend of losses and become profitable to
support our investment, an impairment of this asset, which represents 40% of our
total assets, could cause us to fall below the Nasdaq listing standard with
respect to our net worth and cause us to be delisted.

A delisting of our common stock from the Nasdaq Stock Market could have an
adverse effect on the market price of our common stock and the ability and
capacity of persons to acquire or sell shares of our common stock.

           WE HAVE A WORKING CAPITAL DEFICIENCY AND WILL NEED TO RAISE
                               ADDITIONAL CAPITAL

We had a working capital deficiency of $3,657,770 at December 31, 2001. The
report of our accountants on our financial statements at and for the period
ended December 31, 2001 contains an explanatory paragraph that states that we
have experienced recurring net losses and have a working capital deficiency that
raise substantial doubt about our ability to continue as a going concern. We
believe that over the next several months, we will need to raise at least
$1,000,000 to $1,500,000 to meet currently anticipated liquidity and capital
expenditure requirements. We intend to seek additional financing through a
variety of methods. There can be no assurance that we will be successful in
completing any such financing, or that the terms of any such financings will be
beneficial to our stockholders or us.

     OUR LACK OF AVAILABLE CREDIT HAS HAD AN ADVERSE IMPACT ON OUR BUSINESS

Our lack of available credit has had, and we expect will continue to have, an
adverse impact on our business. Without sufficient trade or other credit, we
have been unable to obtain inventory to maximize our sales and obtain optimal
pricing from our suppliers.


                                       20
<PAGE>

       THERE IS NO ASSURANCE THAT WE WILL BE ABLE TO RETAIN KEY EMPLOYEES

We are significantly dependent upon the continued availability of Vincent
DiSpigno, our chief executive, and David Salav, our vice president and chief
information officer. Mr. DiSpigno and Mr. Salav have each entered into an
employment agreement with us. The loss or unavailability to us of either of
Messrs. DiSpigno or Salav for an extended period of time could have a material
adverse effect on our business operations and prospects. To the extent that
their services would be unavailable to us for any reason, we would be required
to procure other personnel to manage and operate our company. There can be no
assurance that we will be able to locate or employ such qualified personnel on
acceptable terms. At the present time, we do not have "key man" life insurance
covering either of Messrs. DiSpigno or Salav.

      WE MAY BE UNABLE TO IMPLEMENT OUR ACQUISITION GROWTH STRATEGY, WHICH
                COULD HARM OUR BUSINESS AND COMPETITIVE POSITION

Our business strategy includes making strategic acquisitions of other companies
or businesses, including internet and technology solutions providers, website
designers, systems integrators and other firms. Our continued growth will depend
on our ability to identify and acquire, on acceptable terms, companies that
complement or enhance our businesses. The competition for acquisition candidates
is intense and we expect this competition to increase. There is no assurance
that we will identify and successfully compete for appropriate acquisition
candidates or complete acquisitions at reasonable purchase prices, in a timely
manner or at all. In implementing our acquisition growth strategy in general, we
may encounter:

      o     the impact of writing off impaired assets and amortization of
            intangible assets of acquired companies on our results of
            operations,
      o     dilution of the interest of existing stockholders if we issue our
            stock in making acquisitions, including significant dilution as a
            result of issuing of common stock to stockholders as consideration
            for our acquisitions, or if we sell stock to raise cash for
            acquisitions,
      o     increases in our expenses in order to advertise and promote acquired
            companies and their and our products and services,
      o     unusual impacts on our financial condition due to the timing of
            acquisitions, and
      o     expenses of any undisclosed or potential legal liabilities of an
            acquired company.

Any of these matters could have a material adverse effect on our business,
results of operations and financial condition.


                                       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:

We consider the accounting policy related to impairment of long-lived assets to
be critical due to the estimation process involved. Our long-lived assets
include goodwill and other intangible assets. At December 31, 2001, we had
$5,463,221 of goodwill and other intangible assets accounting for approximately
61% of our total assets. In assessing the recoverability of our goodwill and
other intangibles, we must make assumptions regarding estimated future cash
flows and other factors to determine the fair value of the respective assets. If
these estimates or their related assumptions change in the future, we may be
required to record impairment charges for these assets not previously recorded.
On January 1, 2002 we adopted Statement of Financial Accounting Standards No.
142, "Goodwill and Other Intangible Assets," and will be required to analyze its
goodwill for impairment issues during the first six months of 2002, and then on
a periodic basis thereafter. During the year ended December 31, 2001 and 2000,
we recorded impairment losses related to goodwill and other intangible assets of
$2,719,353 and $4,116,038, respectively.

Overview:

In 2000, we became a provider of professional internet and technology solutions
in addition to continuing to operate our historical visual communications
business, which included our software operations. We became a provider of
professional internet and technology solutions through the acquisition of four
companies: Renaissance Multimedia ("RM") and PWR Systems ("PWR") in the United
States, and Junction 15 ("J15") and interMETHODS ("IML") in England. In early
2001, we determined to divest our software and international operations so as to
better focus on developing our internet and technology solutions business in the
U.S. Accordingly: in February 2001, we placed J15 and IML into creditors
voluntary liquidation in the United Kingdom, thereby divesting these assets; and
in March 2001, we sold our visual communications operations. Our Serif software
and international operations have been classified as discontinued operations,
and our statements of operations have been reclassified accordingly. Our results
of continuing operations reflect the results of our professional internet and
technology solutions business in the U.S., which consists of RM., which we refer
to as Vizy Interactive New York ("Vizy NY") and PWR. These businesses are
collectively referred to as Vizy Interactive. The results of our discontinued
software and international operations are presented separately below. As a
result of the changes in our business described above, our historical financial
statements for periods prior to March 31, 2000 are of limited use.

Our major challenge in 2001 was our inability to raise capital. Many investors
lost significant amounts of cash in 2000 investing in technology companies in
particular, and as a result were not willing to invest in technology companies.
In addition, we faced a very challenging economic environment in 2001, a
restrictive credit environment among our distributors, compounded by intense
competition amongst the remaining web design and consultancy firms, and finally
the tragic events of September 11, 2001. Our PWR business is a low margin, high
volume business which requires continuous cash cycling. Due to many bankruptcies
in the technology sector, the major hardware distributors, such as Ingram and
Tech Data, which PWR is so dependent on, tightened the reins on credit
availability making it difficult for smaller resellers to stay in business.
Additionally customers affected by the downturn in their respective businesses
took longer and longer to pay their bills. The combination of tighter credit
availability and slower receivable collection make it absolutely essential for
us to have the ability to avail ourselves of debt and equity credit availability
to survive. PWR was caught between an extremely tight credit market and
difficult economic times for the technology industry as a whole. September 11th
exacerbated the problems at PWR. 80% of PWR's customers are located in New York
City, and we found that customers delayed purchases for various reasons,
including uncertainty and absence from their offices. The aforementioned
circumstances affected our sales, our ability to purchase products, our ability
to collect receivables, and our overall performance. In this environment, many
organizations delayed planned technology purchases. Our Vizy NY business was
also cash intensive given the need to fund the main productive engine, its
service personnel, every two weeks. The business struggled during 2001 with the
poor business conditions and the effects of intense price competition amongst
the remaining web design and business consultancy firms. The events of September
11th further compounded Vizy NY's problems. The Vizy NY office, was located a
few blocks from the World Trade Center, was closed for a period, and without
telephone service for a longer period. Faced with no foreseen end to difficult
sales trends and a cash


                                       22
<PAGE>

drain, we determined to utilize available capital for PWR, and decided in late
November to outsource our services and terminated the remaining workforce, as
well as accepting the resignation of its founder and president. As a result of
these actions, we took an impairment charge related to the remaining goodwill
and other intangibles assets of Vizy NY.

Continuing Operations:

General: Continuing operations are represented by the operations of our Vizy NY
and PWR subsidiaries, which we acquired on February 15 and March 27, 2000,
respectively, together with corporate overhead. The results of these operations
for the years ended December 31, 2001 and 2000 are set forth below:

<TABLE>
<CAPTION>
                                             Year ended December 31, 2001                    Year ended December 31, 2000
                                      --------------------------------------------    --------------------------------------------
                                           Vizy                                           Vizy
                                       Interactive     Corporate         Total        Interactive       Corporate       Total
                                      --------------------------------------------    --------------------------------------------
<S>                                   <C>             <C>             <C>             <C>             <C>            <C>
Net sales
   Hardware                           $ 10,536,152    $         --    $ 10,536,152    $ 11,176,975    $         --   $ 11,176,975
   Website design and other services     1,686,012              --       1,686,012       2,280,654              --      2,280,654
                                      --------------------------------------------    --------------------------------------------
                                        12,222,164              --      12,222,164      13,457,629              --     13,457,629
Cost of sales
   Hardware                              9,237,645              --       9,237,645       9,731,978              --      9,731,978
   Website design and other services     1,169,265              --       1,169,265       1,385,875              --      1,385,875
                                      --------------------------------------------    --------------------------------------------
                                        10,406,910              --      10,406,910      11,117,853              --     11,117,853
Gross profit                             1,815,254              --       1,815,254       2,339,776              --      2,339,776
Gross profit %                                  15%                             15%             17%                            17%

S,G&A                                    2,912,699       1,786,012       4,698,711       2,819,041       2,978,132      5,797,173
Amortization of goodwill and other       1,185,310              --       1,185,310       1,559,758              --      1,559,758
Impairment losses                        2,719,353                       2,719,353       4,116,038                      4,116,038
Depreciation and amortization               55,064       1,164,171       1,219,235          20,828         669,495        690,323
Restructuring expenses                          --         187,584         187,584              --              --             --
Loss (gain) on marketable securities                        85,226          85,226              --      (1,095,348)     (1,095,348)
Interest and other expense, net             60,055          86,439         146,494         135,530         174,922        310,452
                                      --------------------------------------------    --------------------------------------------
                                         6,932,481       3,309,432      10,241,913       8,651,195       2,727,201     11,378,396
                                      --------------------------------------------    --------------------------------------------
Loss from continuing operations       $ (5,117,227)   $ (3,309,432)   $ (8,426,659)   $ (6,311,419)   $ (2,727,201)  $ (9,038,620)
                                      ============================================    ============================================
</TABLE>

Net sales. Net sales from continuing operations were derived from our Vizy
Interactive professional internet and technology solutions business. Net sales
were $12,222,164 in 2001 compared to $13,457,629, a decline of $1,235,465, or
9%. Hardware sales declined $640,823, or 6%, from $11,176,975 in 2000 to
$10,536,152 in 2001. All hardware sales are done through our PWR subsidiary. On
a pro forma basis, the net sales decline from hardware sales in 2001 would have
been $4,924,854, or 32%, from pro forma hardware sales of $15,460,806 in 2000
had PWR been acquired on January 1, 2000. Besides the effects of September 11,
an a poor industry wide business economy, the primary reason for the decline in
hardware sales was our inability to raise capital to fund purchases desired by
PWR's customers. Website design and other service sales declined $594,642, or
26%, from $2,280,654 in 2000 to $1,686,012 in 2001. Website design and other
services sales were comprised of $1,292,935 and $393,077 of sales from Vizy NY
and PWR in 2001, respectively. This compares to $1,934,974 and $345,680 in sales
from Vizy NY and PWR in 2000, respectively. Vizy NY sales declined $642,039, or
33%, from 2001 to 2000. PWR service sales increased $47,397, or 14%, reflecting
management efforts during the year to offset the effects of declining hardware
sales with service revenue. On a pro forma basis, assuming PWR and Vizy NY were
acquired on January 1, 2000, the net sales from website design and other
services would have declined $893,223, or 35%, from pro forma 2000 website
design and other services sales of $2,579,235. On a pro forma basis, Vizy NY and
PWR 2000 sales were $2,100,034 and $479,201, respectively. Vizy NY website
design and other service net sales decline was representative of industry wide
conditions as companies looked to utilize internal resources to update websites
and put many website design and consultancy projects on the back burner, no
longer feeling compelled to spend money because of poor investment return
history now documented for internet projects. This resulted in a number of
business failures amongst Vizy NY's competitor base. The business endured
hopeful of filling the void as competitors fell by the wayside but in late
November 2001, hit hard by the events of September 11, we determined to
terminate eight employees and entered into release and settlement agreement with
the president of this operating unit, all in effort to reduce our expenditures
and utilize our remaining cash resources wisely.


                                       23
<PAGE>

We moved Vizy NY's operation toward an outsourcing model through which we may
identify and procure the services of third-party web development companies to
fulfill the website development requirements of our clients.

Gross Profit. Gross profit declined $524,522 to $1,815,254, or 15% of net sales
in 2001 from $2,339,776, or 17% of net sales in 2000. Gross profit on hardware
sales declined $146,490, or 10%, to $1,298,507, or 12% of net hardware sales in
2001 from $1,444,997, or 13% of net hardware sales in 2000. The decline in
hardware gross profit was attributable to the lack of capital to effect
appropriate purchasing terms. Gross profit on website design and other services
declined $378,032, or 29%, to $516,747, or 31% of net website design and other
service sales in 2001, from $894,779, or 39% of net website design and other
service sales in 2000. Gross profit on website design and other service sales
related specifically to Vizy NY services was $430,460 in 2001, or 33% of net
service sales compared to $855,399, or 44% of net website design and other
service sales in 2000. The decline in gross profit reflects the change in the
overall landscape of the web design and consultancy business in 2001, no longer
being able to command premium pricing as competitive bidding resulted in lower
margins. Gross profit on website design and other service sales related
specifically to PWR was $86,287 in 2001, or 22%, compared to $39,380, or 11% of
net website design and other service sales in 2000. The service cost component
of PWR's sales is fixed at the amount of salaries and related costs of its
service personnel. Therefore rising sales volume, such as we had in 2001, will
cause an increase in gross profit on PWR's service sales. Pro forma gross profit
had the businesses been acquired on January 1, 2000 would have declined
$1,444,649, or 44%, from 2000 pro forma gross profit of $3,259,903. The decline
in pro forma gross profit reflects the decline in overall sales volume
attributed to a poor business economic climate, intense competition, a lack of
available capital to purchase goods necessary to process sales orders, and a
more restrictive credit environment from PWR's suppliers.

Selling, General, and Administrative. Selling, general, and administrative
expenses ("SG&A") decreased $1,098,462, or 19%, to $4,698,711 in 2001 from
$5,797,173 in 2000. Vizy Interactive SG&A increased $93,658 to $2,912,699 in
2001 from $2,819,041 in 2000. The increase was primarily related to an increase
in bad debt expense at Vizy NY. Corporate SG &A declined $1,192,120 from
$2,978,132 in 2000 to $1,786,012 in 2001. The decline was comprised of
approximately $493,000 in salaries and benefit reductions primarily resulting
from a trimmed down executive staff, a decrease in legal fees and accounting
fees of approximately $118,000 and $63,000, respectively, a decrease in investor
relations related costs of approximately $50,000, a decrease in office apace
rental of approximately $100,000, a decline in travel and entertainment of
approximately $147,000, and a decline in consulting fees of approximately
$247,000. The significant decline in SG&A was a result of our restructuring
program in early 2001which was specifically affected to align our expenditures
with out reduced capital availability. Additionally, expenditures were reduced
as a result of the discontinuance of our international operations.

Impairment Loss. We recorded goodwill impairment charges in the aggregate
amount of $2,719,353 comprised of $1,422,001 for Vizy NY and $1,297,352 for PWR
in the fourth quarter of 2001. The impairment loss for Vizy NY represents the
remaining value of the goodwill and other intangibles in late November 2001 when
we decided to reallocate its sparse liquid resources in favor of an outsourcing
model for the Company and effected terminations of the production staff and a
release of its president. The impairment loss for PWR recognizes the loss of
time we had with respect to raising capital to invest in PWR and managements
analysis of the amount of cash flow that would be generated over the remaining
investment horizon and requisite life of its intangibles, given our immediate
term capital raising prospects. We recorded an impairment charge of $4,116,038
in the fourth quarter of 2000 based on our evaluation of our assets and
liabilities and our determination that our results of operations and projected
future cash inflows did not support the carrying amount of goodwill.

Depreciation and amortization: Depreciation and amortization increased $528,912
from $690,323 in 2000 to $1,219,235 in 2001. Vizy Interactive increased $34,236
to $55,064 in 2001 from $20,828 in 2000 primarily because of the relocation of
the Vizy NY facility in December 2001 to the offices of SpaceLogix and the
resulting write-down in leaseholds and other fixed assets. Corporate
depreciation and amortization increased $494,676 to $1,164,171 in 2001 from
$669,495 in 2000. The increase in a result of increased amortization relating to
the write-off of stock, stock options and warrants in connection with various
financial advisory and investor relations that we entered into. Many of the
associated programs related to these equity instruments had short lives, a few
months, as well as our determination to accelerate the amortization of certain
of these equity instruments based on our expectations of future benefit.


                                       24
<PAGE>

Restructuring expenses. In the 2001 first quarter, we commenced a restructuring
initiative, pursuant to which we relocated our principal executive offices, and
certain members of management and other staff resigned or were terminated. In
addition, we divested our visual communications and international operations.
Restructuring expenses for 2001 primarily consists of common stock valued at
approximately $170,000 issued to our former chief executive officer pursuant to
a settlement and mutual release agreement.

Realized Loss (Gain) on Marketable Securities. The realized loss of $85,226 in
2001 represents the value of our remaining holdings in Xceed, Inc. shares that
we wrote off in early 2001 when Xceed, Inc filed for bankruptcy. The realized
gain of $1,095,348 in 2000 represents the gain recognized upon the transfer of
59,813 shares of Xceed, Inc. common stock to a finder in connection with an
August 1999 agreement, based upon the appreciation in the market value of such
shares. The agreement set forth a formula to determine the number of shares to
be paid the finder upon the closing of an acquisition target identified by such
finder. The finder received 14,953 Xceed shares for the Renaissance acquisition
and 44,860 Xceed shares for the PWR acquisition, resulting in the recognition of
respective gains of $371,962 and $723,386.

Interest and other expense, net of other income. Interest and other expense, net
of other income, decreased $163,958 to $146,494 in 2001 from $310,452 in 2000.
Vizy Interactive declined $75, 475 to $60,055 in 2001 from $135,530 in 2000.
Approximately $25,000 of the decline was related to a combination of lower
interest charges caused by lower rates and lower sales. The balance, or
approximately $50,000, was a result of settlements of old liabilities at
discounted amounts. Corporate overhead declined from $88,483 from $174,922 in
2000 to $86,439 in 2001 relates which primarily reflects the effect of
collecting $65,000 of interest income in 2001 from the note received on the sale
of our Visual communications operations on March 31, 2001.


                                       25
<PAGE>

Liquidity and Capital Resources

Our cash and cash equivalents decreased by $554,233 to $289,603 at December 31,
2001 from $843,836 at December 31, 2000.

Operating activities

During 2001, net cash used in operating activities decreased to ($1,058,301) in
2001 from ($4,884,080) in 2000. Cash used in operating activities decreased from
($1,747,210) in 2000 to ($1,357,874) in 2001. The decline was principally
related a decline in our loss from continuing operations which went from
($9,038,620) in 2000 to ($8,426,659) in 2001. Discontinued operations provided
cash of $299,573 principally reflecting the effect of $139,384 of income from
the visual communication operations, which we sold on March 31, 2001. In 2000
discontinued operations utilized ($3,136,870) of cash. This was primarily a
result of our loss from discontinued operations of ($10,051,643) in 2000,
reflecting a full year of visual communications operations.

Investing activities including the divestiture of Serif Europe and the
acquisition of SpaceLogix

On March 31, 2001, we sold our wholly owned, United Kingdom-based subsidiary,
Serif (Europe) Limited ("Serif Europe") and our subsidiaries to an English
company. We received $150,000 in cash at closing, the use of which is restricted
due to the foreign liquidated entities legal matter described in Note 17. We
also received a promissory note from Serif Inc. in the aggregate principal
amount of $987,500, which note bears interest at a rate of 10% per annum, as to
which we receive average monthly proceeds of $40,000 until paid. . See Note 5 to
the Consolidated Financial Statements for more information related to this
transaction.

On December 28, 2001 we acquired SpaceLogix Inc. for common stock, warrants and
options valued, plus the assumption of liabilities, for a purchase price of
approximately $3,590,000. The transaction was accounted for under the purchase
method of accounting in accordance with SFAS No. 141. See Note 4 to the
Consolidated Financial Statements for more information related to this
transaction.


                                       26
<PAGE>

Cash used for investing activities in 2001 was ($235,054) compared to
($2,090,172) in 2000. Cash used for investing activities in continuing
operations decreased to ($4,907) in 2001 from ($1,064,040) in 2000. During 2001
we received $294,839 in proceeds from a note receivable from the sale of our
visual communications business and we also received $229,395 primarily
consisting of the proceeds of an expired letter of credit covering our
previously leased California facility. These proceeds were all but offset by
$537,767 of cash which we divested when we sold our visual communication
operation. In 2000 we spent, net of cash acquired, $996,460 on acquisitions.
Cash used for investing activities in discontinued operations decreased to
($230,147) in 2001 compared to ($1,026,132) in 2000. The principal reason for
the approximate 75% decline was that we sold these operations on March 31, 2002,
and therefore had only one quarter of operations.

Financing activities

Cash provided by financing activities decreased to $700,226 in 2001 from
$6,468,011 in 2000. This decline is a result of the tight capital markets in
2001. Net proceeds from the sale of our common stock were $270,228 in 2001
compared to $7,590,289 in 2000.

Working Capital Deficiency:

With the exception of the first quarter of 2001, we have experienced recurring
net losses since our inception, and had a working capital deficiency of
($3,657,770) at December 31, 2001. The improvement of $1,026,937, from our
working capital deficiency of $4,684,707 at December 31, 2000, is a result of
our sale of visual communications and international operations on March 31,
2001.

Financing Commitments and Prospects:

Debt Financing: On November 20, 2001, we reached a definitive agreement with
JPMorgan Chase Bank ("JPMC") to extend the loan of approximately $1,214,000 from
JPMC to our PWR Systems subsidiary ("PWR"), which had expired on October 29,
2001, through May 31, 2002. On January 11, 2002, PWR's temporary finance
inventory finance facility with IBM Credit Corporation terminated because we
chose not to put up a $50,000 irrevocable letter of credit. Also in the first
quarter of 2002, certain of the PWR's primary distributors rendered decisions
effectively terminating PWR's credit line availability causing it to pay cash in
advance for the majority of its purchases. The Company has identified and
negotiated with Keltic Financial Partners, LP ("Keltic") for up to a $2,000,000
line of credit facility. 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 the bank, which has
preliminarily agreed to subordinate those receivables in exchange for a payment
against their outstanding loan balance. Certain details have yet to be finalized
with JPMC to complete the financing. Management is hopeful we can effect an
agreement which will result in an extension of the May 31, 2002 due date of the
loan to JPMC. Based on current receivable balances at April 12, 2002 the Company
would initially receive approximately $300,000 from Keltic, after consideration
of associated fees. It is expected that a portion of this amount will be
utilized to pay down our JPMC loan, with residual proceeds being utilized for
PWR working capital. Additionally, the promissory note held by us from our
former visual communications subsidiary provides for us to receive $480,000 in
2002. We expect that this note, which is currently pledged to JPMC, will be
utilized to extend and pay down the loan based on our preliminary discussions
regarding the Keltic facility. While we believe we will succeed in completing
negotiation of the $2,000,000 line of credit facility with Keltic and
restructure our JPMC note before May 31, 2002, no assurances can be given that
we will be successful in either of these endeavors.

Equity Financing: Trautman Wasserman, a placement agent (See Note 4 to the
accompanying financial statements) has assisted us in the placement of
securities which have aggregated $725,000, consisting of a $150,000 convertible
note in December 2001, and an additional $575,000 of common stock and warrants
to accredited investors during the first quarter of 2002. Additionally they
placed $175,000 in short term and bridge loan facilities, as well as providing
$70,000 of short term cash advances in the first quarter of 2002. They also
provided the introduction to Keltic for the $2,000,000 line of credit facility
under negotiation.

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. We believe that over the next
twelve months we will need to raise at least an additional $1,000,000 to
$1,500,000 to meet our


                                       27
<PAGE>

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 money the greater our needs become. Therefore,
we estimate that each additional quarter 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 as well as an additional equity or other type funding 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 just the first quarter of 2002, more
funding than all of 2001.

Our ability to continue to raise capital in 2002 is also dependent in some part
to our ability to maintain our continued Small Cap listing status with Nasdaq.
The loss of such will make it more difficult for us to meet our capital
requirements. We intend to utilize our available funds in 2002 to finance the
working capital requirements of our PWR and SpaceLogix 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. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

Note payable to former law firm

We are obligated on a promissory note in the amount of $464,312 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.

Foreign currency risk

Our exposure to foreign currency gains and losses has been partially mitigated
as we have incurred operating expenses in the principal foreign currencies in
which we have invoiced foreign customers. As of December 31, 2001, we had no
foreign exchange contracts outstanding. Our foreign exchange 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.

Item 7. Financial Statements

We set forth below a list of the financial statements of Vizacom Inc. included
in this Annual Report on Form 10-KSB.

<TABLE>
<CAPTION>
Item                                                                                                      Page*
----                                                                                                      -----
<S>                                                                                                     <C>
Independent Auditors' Reports                                                                           F-1, 2
Consolidated Balance Sheet at December 31, 2001                                                            F-3
Consolidated Statements of Operations for the years ended December 31, 2001 and 2000                       F-4
Consolidated Statements of Changes in Stockholders' Equity for the years ended
   December 31, 2001 and 2000                                                                              F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2001 and 2000                       F-6
Notes to Consolidated Financial Statements                                                                 F-7
</TABLE>

----------
* Page F-1 follows page 35 to this Annual Report on Form 10-KSB.

Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure

Not applicable.


                                       28
<PAGE>

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act

Our current executive officers and directors, and their ages, positions and
offices with us are as follows:

<TABLE>
<CAPTION>
Name                               Age  Positions and Offices
----                               ---  ---------------------
<S>                                <C>  <C>
Vincent DiSpigno                   45   Chairman of the Board,  President,  Chief Executive Officer, Chief Executive
                                        Officer of PWR, and Director
Alan W. Schoenbart                 43   Vice President - Finance and Chief Financial Officer
Paul J. Block                      57   Executive Vice President - Marketing and Administration and Director
David N. Salav                     35   Vice President - Chief Information Officer, President of PWR Systems and
                                        Director
David A. Buckel                    40   Director
Francis X. Murphy                  53   Director
</TABLE>

Set forth below is a brief description of the background of our executive
officers and directors, based on information provided by them to us.

Vincent DiSpigno has been a director since April 2000. Mr. DiSpigno was
appointed president of Vizacom in January 2001, nine months following our
acquisition of PWR in March 2001. He is a co-founder and has been the chief
executive officer of PWR Systems since June 1994. Before founding PWR Systems,
Mr. DiSpigno was a corporate marketing manager for Arrow Electronics Inc., a
major electronics distributor, and a district manager for BusinessLand Inc., a
national value added reseller of computer products.

Alan W. Schoenbart has been our vice president - finance and chief financial
officer since April 1999. Mr. Schoenbart served as chief financial officer of
Windswept Environmental Group Inc., an environmental remediation company, from
September 1997 to April 1999. He was chief financial officer of Advanced Media
Inc., a multimedia company, from August 1995 to August 1997. Mr. Schoenbart was
controller of GoodTimes Entertainment, a producer and distributor of video and
software products, from September 1993 to July 1995. Previously, Mr. Schoenbart
worked as an audit manager at KMPG LLP. Mr. Schoenbart is a certified public
accountant and received a BS degree from Fairleigh Dickinson University in 1981.

Paul J. Block has been a director and executive vice president of marketing and
administration since December 2001. From April until December, 2001 Mr. Block
was as Senior Advisor to Trautman Wasserman and Co., and Chief Operating Officer
of SpaceLogix, a portfolio company of the Firm. Previously, Mr. Block was a
Senior Consultant to Lehman Brothers from 1999 to 2001 where he was responsible
for developing their investment banking practice in the People's Republic of
China. Mr. Block has also served as Executive Consultant to American
International Group ("AIG") from 1996 to 1999, and before that as Chairman and
President of Revlon International.

David N. Salav has served as a director and vice president of the Company since
March 2000 and chief information officer since January 2001. He is a cofounder
of PWR, and has been its president, since PWR's inception in 1991. For one year
prior to that, Mr. Salav was a business development manager for Arrow
Electronics, a major electronics distributor. Mr. Salav received a BA degree
from the State University of New York at Buffalo in 1989.

David A. Buckel has been a director since January 2001. Mr. Buckel currently is
vice president of Business Development for Hostpro, an Internet Service
provider. From July 1995 to March 2001, Mr. Buckel was a senior vice president
and chief financial officer of AppliedTheory Corporation, a Nasdaq-listed
company that provides web enabling internet solutions. Mr. Buckel has a BS in
accounting from Canisius College and an MBA in Finance and Operations management
from Syracuse University.

Francis X. Murphy has been a director since August 2000. Mr. Murphy is the
founder and has served as president of Emerging Technology Ventures, Inc., a
finance, merger and acquisition and technology consulting firm based in
Huntington, New York, from its inception in September 1994 to date. Previously,
Mr. Murphy served in executive management positions with various information
technology and leading health care products firms, including Advanced Computer
Technologies, Inc. and Baxter International Inc. Since September 1995 and
through the current date, he also has served as a director at
Insci-Statements.com, Corp., a Nasdaq-listed company, which provides
Internet-based and on-site enterprise software and services solutions for
electronic statement presentment, digital document storage, workflow


                                       29
<PAGE>

and electronic commerce. Mr. Murphy holds a BA and MBA in Corporate Finance from
Adelphi University.

The Three Classes of Our Board

Our board of directors is divided into three classes. The directors in each
class serve for three-year terms. Sets forth below are the members of each class
and the year in which the term of each director class expires.

<TABLE>
<CAPTION>
             Class I                               Class II                           Class III
   (To Serve Until the Annual             (To Serve Until the Annual         (To Serve Until the Annual
Meeting of Stockholders in 2003)       Meeting of Stockholders in 2004)   Meeting of Stockholders in 2002)
--------------------------------       --------------------------------   --------------------------------
<S>                                            <C>                                 <C>
        Francis X. Murphy                      Vincent DiSpigno                    David A. Buckel
          Paul J. Block                                                            David N. Salav
</TABLE>

On February 14, 2002 Neil M. Kaufman, our former Chairman and Class II director,
resigned from the Board.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of Forms 3, 4 and 5 and amendments to these forms
furnished to us, together with written representations received by us from
applicable parties that no Form 5 was required to be filed by such parties, all
parties subject to the reporting requirements of Section 16(a) of the Exchange
Act filed all such required reports during and with respect to our 2001 fiscal
year.

Item 10. Executive Compensation

The following summary compensation table sets forth, for the three years ended
December 31, 2001, the cash and other compensation paid to Vincent DiSpigno, our
president, chairman, and chief executive officer and chief executive of PWR.
David N. Salav, our vice president and chief information officer and president
of PWR, Alan W. Schoenbart, our vice president - finance and chief financial
officer, Paul J. Block, our Vice President of Marketing and Administration, and
Ever M. Elivo, our Controller

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                                    Long-Term
                                                                                                  Compensation
                                                           Annual Compensation                       Awards
                                                           -------------------                 ------------------
                                                                                                   Securities
Name and Principal Positions                   Year           Salary             Bonus         Underlying Options
----------------------------                   ----           ------             -----         ------------------
<S>                                            <C>         <C>                   <C>                 <C>
Vincent DiSpigno, President and                2001        $   200,000               --              110,000
   Chief Executive Officer                     2000            150,000               --                   --
    CEO of PWR Systems                         1999                 --               --                   --

David N. Salav, Vice President -               2001        $   200,000               --              110,000
   Finance and Chief Information Officer       2000            150,000               --                   --
   President of PWR Systems                    1999                 --               --                   --

Alan W. Schoenbart, Vice President -           2001        $   150,000               --               10,000
   Finance and Chief Financial Officer         2000            125,000           10,000                8,000
                                               1999             92,361           15,000               11,000

Paul J. Block, Vice President -                2001                 --               --              300,000
   Marketing and Administration                2000                 --               --                   --
                                               1999                 --               --                   --

Ever M. Elivo, Controller                      2001             95,625            5,250                5,000
                                               2000             72,500            7,250                3,500
                                               1999             25,000               --                   --
</TABLE>

For purposes of the summary compensation table, the value of all perquisites
provided to these executive officers did not exceed the lesser of $50,000 or 10%
of the executive officer's salary and bonus.


                                       30
<PAGE>

Stock Option Grants in 2001

The following table sets forth:

      o     the number of shares underlying options granted during 2001 to
            Vincent DiSpigno, David N. Salav, Alan W. Schoenbart, Paul J. Block,
            and Ever M. Elivo, our named executives,
      o     the percentage that the option grant represents of the total number
            of options granted to all of our employees during 2001,
      o     the per share exercise price of each such option, and
      o     the expiration dates of each such option.

<TABLE>
<CAPTION>
                                     Number of Shares             Percentage of Total
                                    Underlying Options            Options Granted to        Exercise   Expiration
Name                                Granted During 2001            Employees in 2001          Price       Date
----                                -------------------            -----------------          -----       ----
<S>                                       <C>                            <C>                 <C>         <C>
Vincent DiSpigno..............             10,000                         *                  $5.625       1/14/11
Vincent DiSpigno..............            100,000                         7.9                $0.920      11/18/11
David N. Salav................             10,000                         *                  $5.625       1/14/11
David N. Salav................            100,000                         7.9                $0.920      11/18/11
Alan W. Schoenbart............             10,000                         *                  $5.625       1/14/11
Paul J. Block.................            300,000                        23.8                $0.7875     12/27/11
Ever M. Elivo.................              5,000                         *                  $5.625       1/14/11
</TABLE>

---------------
* less than 1%

Aggregate Option Exercises in 2001 and Year-End Option Values

Set forth in the table below is information, with respect to the named executive
officers, as to:

      o     the total number of unexercised options held on December 31, 2001,
            separately identified between those exercisable and those not
            exercisable as of such date, and
      o     the aggregate value of in the money, unexercised options held on
            December 31, 2001, separately identified between those exercisable
            and those not exercisable.

<TABLE>
<CAPTION>
                                          Number of                                    Value of Unexercised
                                          Unexercised Options                          In-the-Money Options
                                          at December 31, 2001                         at December 31, 2001
                                          --------------------                         --------------------

Name                                    Exercisable   Unexercisable                Exercisable   Unexercisable
----                                    -----------   -------------                -----------   -------------
<S>                                        <C>            <C>                       <C>            <C>
Vincent DiSpigno.....................      42,750         80,750                    $      --      $     --
David N. Salav.......................      42,750         80,750                           --            --
Alan W. Schoenbart...................      15,833         13,167                           --            --
Paul J. Block........................     300,000             --                    $   3,750            --
Ever M. Elivo........................       3,000          5,500                           --            --
</TABLE>

None of our executive officers listed in the summary compensation table above
exercised any of their options during 2001. The value of unexercised
in-the-money options is calculated by subtracting the aggregate exercise price
of the options from the aggregate market price of the shares underlying the
options as of December 31, 2001.

Director Compensation

Directors receive no cash compensation for their services as directors, but are
reimbursed for expenses actually incurred in connection with attending meetings
of our board of directors. Members of our board who are not also employees, of
which there currently are two, are eligible to participate in our Outside
Director and Advisor Stock Option Plan. Our board met 15 times during 2001. All
of our current directors attended not less than 75% of such meetings of the
board and committees thereof on which they serve.


                                       31
<PAGE>

Employment Agreements

We entered into three-year employment agreements with each of Vincent DiSpigno,
our president and the chief executive officer of our PWR Systems subsidiary, and
David Salav, one of our vice presidents and chief information officer, and the
president of our PWR Systems subsidiary. Each of these agreements provided for
an annual base salary of $200,000 and $25,000 annual bonuses if PWR attains a
30% increase in revenues over the prior year and PWR Systems has either at least
a 20% gross margin or $1,000,000 in net income for the subject year. For the
year 2000, no additional bonus was paid. Pursuant to these two employment
agreements, we expanded our board of directors and elected Messrs. DiSpigno and
Salav to our expanded board. During the term of these two employment agreements,
we agreed to use our best efforts to cause their reelections to our board when
their initial terms expire. These two employment agreements also contain
restrictions on the employee engaging in competition with us for the employment
term and for one year thereafter and provisions protecting our proprietary
rights and information.

Effective October 2001, the employment agreements with Messrs. DiSpigno and
Salav were amended. Under the terms of the amended agreements, each of Messrs.
DiSpigno and Salav's salary was reduced to $125,000 per year, and his maximum
bonus was increased to $100,000, such bonus to be based on 17.5% of the
quarterly net income of PWR Systems for the fourth quarter of 2001 and the first
quarter of 2003. While the employment agreements do not provide for bonuses in
2002, Messrs. DiSpigno and Salav are entitled to similar bonus payments in 2002
under the terms of the PWR merger agreement, as amended October 2001. These
amendments to the employment agreements and the PWR merger agreement shall no
longer be effective if by April 2002, the acquisition of SpaceLogix is not
consummated and PWR Systems does not receive $1,000,000 in working capital, in
which case the terms of these employment agreements will revert to the terms of
such agreements prior to the amendments. On April 1, 2002 the agreements
reverted to the original terms because the $1,000,000 in working capital was not
received.

Effective December 28, 2001, we entered into a two-year employment agreement
with Paul J. Block, a former officer of SpaceLogix. The employment agreement
provides for his service as our Executive Vice President of Marketing and
Administration in return for, among other things, an annual base salary of
$160,000, the granting of options to purchase 300,000 shares of our common stock
at an exercise price of $.7875 per share (105% of the market price of the common
stock on the date of grant) and an annual incentive compensation payment equal
to seven percent of our annual pre-tax income, as defined. The employment
agreement also contains restrictions on Mr. Block's competing with us for the
term of the agreement and for one year thereafter, as well as provisions
protecting our proprietary rights and information. Mr. Block also was elected as
a member of our Board of Directors effective upon the closing of the SpaceLogix
acquisition to serve until our annual meeting of stockholders in 2003, unless he
shall resign, become disqualified or otherwise be removed from office.

Stock Option Plans

We have five stock options plans. For information regarding these plans refer to
Note 12 to the accompanying Consolidated Financial Statements.


                                       32
<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management

                      Equity Compensation Plan Information

<TABLE>
<CAPTION>

                                    (a)                                (b)                       (c)
                                                                                        Number of securities
                                                                                        remaining available for
                           Number of securities to be         Weighted-average          for future issuance under
                           issued upon exercise of            exercise price of         equity compensation plans
                           Outstanding options, warrants      outstanding options,      (excluding securities in
                           and rights                         warrants and rights       column (a))
<S>                        <C>                                        <C>               <C>
Equity Compensation        1,612,105                                  $8.9              967,881
plans approved by
security holders

Equity Compensation        19,338                                     $18.34                 --
plans not approved by
security holders
</TABLE>

Our Board of Directors from time-to-time has granted outside consultants,
officers and employees, and vendors non-plan options. Specific terms of each
such grant are at the sole discretion of the Board of Directors and are
generally at prices not less than the fair market value at the date of grant.

Our common stock is the only class of our voting securities presently
outstanding. The following table sets forth information with respect to the
beneficial ownership of shares of our common stock, as of March 31, 2002, by:

      o     each person known by us to beneficially own 5% or more of the
            outstanding shares of our common stock, based on filings with the
            SEC and certain other information,
      o     each of our executive officers and directors, and
      o     all of our executive officers and directors as a group.

Beneficial ownership is determined in accordance with the SEC rules which
generally require that beneficial ownership attributed to persons having voting
and investment power over securities. In addition, under SEC rules, a person is
deemed to be the beneficial owner of securities which may be acquired by such
person upon the exercise of options, warrants or convertible securities within
60 days from the date on which beneficial ownership is to be determined.

Except as otherwise indicated in the notes to the following table,

      o     we believe that all shares are beneficially owned, and investment
            and voting power is held by, the persons named as owners, and
      o     the address for each beneficial owner listed in the table is c/o
            Vizacom Inc., 3512 Veterans Memorial Highway, Bohemia, New York
            11716.

<TABLE>
<CAPTION>
                                                               Amount and Nature
                                                                of Common Stock            Percentage of Shares
Name of Beneficial Owner                                      Beneficially Owned             Beneficial Owned
------------------------                                      ------------------             ----------------
<S>                                                               <C>                               <C>
Vincent DiSpigno.......................................           306,898  (1)                      5.2
David N. Salav.........................................           306,898  (2)                      5.2
Paul J. Block..........................................           300,000  (3)                      4.9
Alan W. Schoenbart.....................................            21,000  (4)                      *
Ever M. Elivo..........................................             4,750  (5)                      *
Francis X. Murphy......................................             9,498  (6)                      *
David A. Buckel........................................             6,498  (7)                      *

All officers and directors as a group (7 persons)......           955,542  (8)                     15.1
</TABLE>

----------
*     Less than 1.0%.


                                       33
<PAGE>

      (1)   Includes 48,375 shares of our common stock issuable upon exercise of
            options granted to Mr. DiSpigno under our various stock plans which
            are exercisable within the next 60 days. Does not include 75,125
            shares of our common stock issuable upon exercise of options granted
            to Mr. DiSpigno under our various stock plans which are not
            exercisable within the next 60 days.

      (2)   Includes 48,375 shares of our common stock issuable upon exercise of
            options granted to Mr. Salav under our various stock plans which are
            exercisable within the next 60 days. Does not include 75,125 shares
            of our common stock issuable upon exercise of options granted to Mr.
            Salav under our various stock plans which are not exercisable within
            the next 60 days.

      (3)   Consists of 300,000 shares of our common stock issuable upon
            exercise of options granted to Mr. Block which are exercisable
            within the next 60 days.

      (4)   Consists of 21,000 shares of our common stock issuable upon exercise
            of options granted to Mr. Schoenbart which are exercisable within
            the next 60 days. Does not include options to purchase 8,000 shares
            of common stock granted to Mr. Schoenbart which are not exercisable
            within the next 60 days.

      (5)   Consists of 4,750 shares of our common stock issuable upon exercise
            of options granted to Ms. Elivo which are exercisable within the
            next 60 days. Does not include options to purchase 3,750 shares of
            common stock granted to Ms. Elivo which are not exercisable within
            the next 60 days.

      (6)   Includes 6,498 shares of our common stock issuable upon exercise of
            options granted to Mr. Murphy under our various stock plans which
            are exercisable within the next 60 days. Does not include options to
            purchase 4,502 shares of common stock granted to Mr. Murphy which
            are not exercisable within the next 60 days.

      (7)   Consists of 6,498 shares of our common stock issuable upon exercise
            of options granted to Mr. Buckel under our various stock plans which
            are exercisable within the next 60 days. Does not include options to
            purchase 4,502 shares of our common stock granted to Mr. Buckel
            which are not exercisable within the next 60 days.

      (8)   Includes an aggregate 435,496 shares of our common stock issuable
            upon the exercise of the options discussed in notes (1) through (7)
            above which are exercisable within the next 60 days.

Item 12. Certain Relationships and Related Transactions

For the year ended December 31, 2000 we compensated Marc Jaffe, a former
chairman of the board for his services as such at the rate of $60,000 per annum.

Pursuant to a Separation and Release Agreement between Mark E. Leininger, our
former president and chief executive officer, and us, Mr. Leininger resigned
from such positions. As consideration, we agreed to pay to Mr. Leininger $10,500
per month as a consultant through April 15, 2001 and we issued him 300,000
shares of our common stock. In addition, Mr. Leininger will receive 5% of the
gross proceeds received by us from the sale of certain of our software
subsidiaries (in addition to 10% of any portion of such gross proceeds in excess
of $2 million) provided that these subsidiaries are sold to certain persons
specified in this agreement.

In connection with our acquisition of PWR s, we have entered into three year
employment agreements with each of Vincent DiSpigno, our president and the chief
executive officer of our PWR subsidiary, and David Salav, one of our vice
presidents and chief information officer, and the president of our PWR
subsidiary. Each of these agreements provides for an annual base salary of
$200,000 and $25,000 annual bonuses if PWR attains a 30% increase in revenues
over the prior year and PWR has either at least a 20% gross margin or $1,000,000
in net income for the subject year. For the year 2000, no additional bonus was
paid. Pursuant to these two employment agreements, we expanded our board of
directors and elected Messrs. DiSpigno and Salav to our expanded board. During
the term of these two employment agreements, we have agreed to use our best
efforts to cause their reelections to our board when their initial terms expire.
These two employment agreements also contain restrictions on the employee
engaging in competition with us for the employment term and for one year
thereafter and provisions protecting our proprietary rights and information.

Effective October 2001, the employment agreements with Messrs. DiSpigno and
Salav were amended. Under the terms of the amended agreements, each of Messrs.
DiSpigno and Salav's salary was reduced to $125,000 per year, and his maximum
bonus was increased to $100,000, such bonus to be based on 17.5% of the
quarterly net income of PWR for


                                       34
<PAGE>

the fourth quarter of 2001 and the first quarter of 2003. While the employment
agreements do not provide for bonuses in 2002, Messrs. DiSpigno and Salav are
entitled to similar bonus payments in 2002 under the terms of the PWR merger
agreement, as amended October 2001. These amendments to the employment
agreements and the PWR merger agreement shall no longer be effective if by April
2002, the acquisition of SpaceLogix is not consummated and PWR does not receive
$1,000,000 in working capital, in which case the terms of these employment
agreements will revert to the terms of such agreements prior to the amendments.
PWR did not receive the $1,000,000 of working capital and therefore the previous
employment agreements reverted back to their prior terms.

At December 31, 2001, we had $311,791 of related party notes payable outstanding
Messrs. DiSpigno and Salav. These notes represent the balance of the
pre-acquisition accumulated retained earnings of PWR due to such selling
shareholders in connection with the our March 27, 2000 acquisition of PWR. The
payment terms of these notes were restructured in September 2001 so as to
provide monthly installments of $25,000 until paid starting January 1, 2001. By
letter agreement dated December 27, 2001 these executives deferred payment of
the first two installments until March 1, 2002. By letter agreement dated March
11, 2002 such executives deferred the first three installments until April 1,
2002. By letter agreement dated April 12, 2002 these executives deferred their
first four installments until May 1, 2002.

During 2001 we incurred $490,078 in legal fees and disbursements to Kaufman &
Moomjian, LLC of which $83,000 is recorded in accounts payable at December 31,
2001. During 2000 we incurred $1,095,000 in legal fees and disbursements to
Kaufman & Moomjian, LLC. Neil M. Kaufman, a member of Kaufman & Moomjian, LLC
was chairman of the board and legal counsel until he resigned both positions on
February 14, 2002. In November 2001 we awarded 300,000 options to purchase
shares of our common stock to members of Kaufman & Moomjian. Additionally, as of
December 31, 2001 the Company owed Kaufman & Moomjian, LLC $464,342 payable in
the form of a note and certain contingent payments in the amount of $50,000,
which has been recorded as a liability in our consolidated financial statements.

Item 13. Exhibits and Reports on Form 8-K

(a) Exhibits.

The exhibits listed in the accompanying index to exhibits are filed or
incorporated by reference as a part of this annual report.

(b) Reports on Form 8-K.

We filed on Form 8-K on October 19, 2001 under Item 5 "Other Events" disclosure
of a letter from Nasdaq providing for continued Nasdaq listing, information on
bridge loan installments received from SpaceLogix, information regarding a
condition of our merger agreement with SpaceLogix related to restructuring of
our liabilities, and our agreement to provide additional merger consideration to
the former selling stockholders of PWR

We filed on Form 8-K on November 21, 2001 under Item 5 "Other Events" disclosure
of a restructured debt agreement with JPMorgan Chase Bank, a definitive merger
agreement with SpaceLogix Inc, a new outsourcing model for Vizy NY, and the
granting of options to Messrs. Kaufman, DiSpigno, and Salav.

We filed on Form 8-K on January 14, 2002 under Item 2 "Acquisition or
Disposition of Assets" and Item 7 "Financial Statements, ProForma Financial
Information and Exhibits" disclosure of our acquisition of SpaceLogix Inc.
effective December 28, 2001, including the audited financials statements and Pro
Forma presentation. This 8-K also included details of a registration rights
agreement and an employment agreement with Paul Block, a former officer of
SpaceLogix, and the election of Mr. Block to Class I of our Board. Additionally
we reported under Item 5 "Other Events" note payment deferral agreements with
Messrs DiSpigno and Salav, and Mr. Kaufman; a settlement and general release
agreement with Andrew Edwards, our former president of Vizy NY; and a
convertible promissory note transaction.

We filed on March 8, 2002 under Item 5 "Other Events" disclosure of SpaceLogix's
agreement with MCIWorldcom to be a solutions provider.

We filed on Form 8-K/A on March 20, 2002, in respect of our Form 8-K filed on
January 14, 2002, under Item 5 "Other Events" and Item 7 "Financial Statements"
updated disclosure on the acquisition of SpaceLogix and updated footnote
disclosure in the audited financial statements of SpaceLogix.


                                       35
<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Vizacom Inc.
Bohemia, New York

We have audited the consolidated balance sheet of Vizacom Inc and subsidiaries
as of December 31, 2001, and the related consolidated statements of operations,
changes in stockholders' equity and cash flows for each of the years in the
two-year period ended December 31, 2001. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits. We did not
audit the financial statements of Serif (Europe) Limited, a wholly owned
subsidiary for the year ended December 31, 2000, which statements reflect net
losses constituting 17% of net losses from discontinued operations for
2000.Those financial statements were audited by other auditors whose report has
been furnished to us, and our opinion, insofar as it relates to the amounts
included for Serif (Europe) Limited, is based solely on the report of the other
auditors.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the report of
the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditors, the
consolidated financial statements enumerated above present fairly, in all
material respects, the consolidated financial position of Vizacom Inc. and
subsidiaries as of December 31, 2001, and the consolidated results of their
operations and their consolidated cash flows for each of the years in the
two-year period ended December 31, 2001 in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has experienced recurring net
losses, and has a working capital deficiency that raise substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also discussed in Note 2. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


                                            /s/ Richard A. Eisner & Company, LLP
                                                Richard A. Eisner & Company, LLP

New York, New York
April 12, 2002, except as to the
third paragraph of Note 2, as to
which the date is April 15, 2002


                                      F-1
<PAGE>

REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Serif (Europe) Limited

We have audited the profit and loss account and statements of total recognized
gains and losses, cash flows and shareholders' equity of Serif (Europe) Limited
for the year ended December 31, 2000 (not separately included herein). These
financial statements are the responsibility of the Company's directors. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with United Kingdom auditing standards and
United States generally accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Serif
(Europe) Limited for the year ended December 31, 2000, in conformity with
accounting principles generally accepted in the United Kingdom.

Accounting principles generally accepted in the United Kingdom vary in certain
respects from accounting principles generally accepted in the United States. The
application of the latter would not have materially affected the determination
of net loss for the year ended December 31, 2000.

As discussed in Note 1 of the Serif (Europe) Limited Statutory accounts the
Company's businesses have not been profitable and the Company is in need of
financial support. Note 1 describes the directors' plans to address this issue.
Since the majority of these plans have not yet been implemented there is
substantial doubt about the Company's ability to continue as a going concern.


/s/ Ernst & Young LLP
Ernst & Young LLP
Nottingham, England

Date 26 March 2001


                                      F-2
<PAGE>

                                  VIZACOM INC.
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2001

<TABLE>
<CAPTION>
ASSETS
<S>                                                                                     <C>
Current assets:
     Cash and cash equivalents                                                          $    289,603
     Receivables
         Trade, less allowances of $389,568                                                  981,237
         Other                                                                                39,755
         Notes                                                                               429,218
     Inventories                                                                             190,730
     Restricted cash                                                                         180,944
     Prepaid expenses and other current assets                                               245,083
                                                                                        ------------
         Total current assets                                                              2,356,570

Property and equipment, net                                                                  175,080
Goodwill, net of accumulated amortization of $1,083,368                                    3,589,590
Other intangible assets, net of accumulated amortization of $1,661,700                     1,873,631
Note receivable, long term                                                                   263,443
Deferred consulting costs                                                                    665,031
Other assets                                                                                  50,027
                                                                                        ------------
         Total assets                                                                   $  8,973,372
                                                                                        ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Bank notes payable                                                                 $  1,214,172
     Note payable to law firm                                                                464,342
     Other current debt                                                                      250,587
     Current portion of capital lease obligations                                             17,146
     Notes payable to related parties                                                        311,791
     Accounts payable                                                                      2,143,446
     Accrued liabilities                                                                   1,612,856
                                                                                        ------------
         Total current liabilities                                                         6,014,340
Convertible notes                                                                            150,420
                                                                                        ------------
         Total liabilities                                                                 6,164,760
                                                                                        ------------

Commitments and contingencies

Stockholders' equity:
     Serial Preferred Stock, par value $.001 per share, 1,939,480 shares
       authorized Junior Participating Preferred Stock, Series A, 100,000 shares
       authorized, none issued and outstanding                                                    --
     Class B Voting Preferred Stock, Series A, 60,520 shares authorized, none issued
       and outstanding                                                                            --
     Common stock, par value $.001 per share,
       60,000,000 shares authorized, 4,750,008 shares issued                                   4,750
     Additional paid-in capital                                                           76,711,803
     Accumulated deficit                                                                 (73,768,836)
     Accumulated other comprehensive loss                                                   (106,210)
     Treasury stock, 310 shares, at cost                                                     (10,395)
     Common stock cancelable                                                                 (22,500)
                                                                                        ------------
         Total stockholders' equity                                                        2,808,612
                                                                                        ------------
         Total liabilities and stockholders' equity                                     $  8,973,372
                                                                                        ============
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-3
<PAGE>

                                  VIZACOM INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                         Year ended December 31,
                                                                         -----------------------
                                                                          2001             2000
                                                                      ------------     ------------
<S>                                                                   <C>              <C>
Net sales
       Hardware                                                       $ 10,536,152     $ 11,176,975
       Website design and other services                                 1,686,012        2,280,654
                                                                      ------------     ------------
                                                                        12,222,164       13,457,629
Cost of sales
       Hardware                                                          9,237,645        9,731,978
       Website design and other services                                 1,169,265        1,385,875
                                                                      ------------     ------------
                                                                        10,406,910       11,117,853
                                                                      ------------     ------------

Gross profit                                                             1,815,254        2,339,776

Selling, general and administrative expenses                             4,698,711        5,797,173
Amortization of goodwill and other intangibles                           1,185,310        1,559,758
Impairment losses                                                        2,719,353        4,116,038
Depreciation and amortization                                            1,219,235          690,323
Restructuring expense                                                      187,584               --
Realized loss (gain) on marketable securities                               85,226       (1,095,348)
Interest and other expense, net of other income
   of $202,228 and $108,787                                                146,494          310,452
                                                                      ------------     ------------
                                                                        10,241,913       11,378,396

     Loss from continuing operations                                    (8,426,659)      (9,038,620)

Discontinued operations:
     Income (loss) from discontinued operations, less applicable
       income tax of $0 in 2001 and tax benefit of $53,116 in 2000         139,384      (10,051,643)
     Gain on sale of discontinued operations                             1,473,337               --
                                                                      ------------     ------------
     Income (loss) from discontinued operations                          1,612,721      (10,051,643)

Net loss                                                              $ (6,813,938)    $(19,090,263)
                                                                      ============     ============

Net loss per common share:
     Continuing operations                                            $      (3.96)    $      (7.82)
     Discontinued operations                                          $        .76     $      (8.70)
                                                                      ------------     ------------
     Net loss per common share - basic and diluted                    $      (3.20)    $     (16.52)
                                                                      ============     ============
     Weighted average number of common shares
       outstanding - basic and diluted                                   2,126,051        1,155,676
                                                                      ============     ============
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-4
<PAGE>

                                  VIZACOM INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                                                     Accumulated
                                                                                        Additional                      Other
                                                                  Common Stock           Paid-In      Accumulated   Comprehensive
                                                              Shares        Amount       Capital        Deficit     Income (Loss)
                                                           -------------  ----------   -----------   ------------   -------------
<S>                                                         <C>           <C>          <C>           <C>             <C>
Balance at December 31, 1999                                    723,558   $      723   $49,858,212   $(47,864,635)   $ 1,750,626
Net loss                                                             --           --            --    (19,090,263)            --
Decline in market value of marketable securities                     --           --            --             --       (743,010)
Realization of increase in market value on transfer of
  marketable securities in connection with acquisitions              --           --            --             --     (1,095,348)
Currency translation adjustment                                      --           --            --             --        (46,793)
                                                                                                     ------------    -----------
Total comprehensive loss                                             --           --            --    (19,090,263)    (1,885,151)
                                                                                                     ------------    -----------
Sale of common stock in private placements, net                 201,094          201     7,590,088             --             --
Common stock issued on exercise of warrants and options          45,506           46       804,360             --             --
Common stock and options issued in connection with
   acquisitions                                                 477,592          478    11,350,989             --             --
Issuance of warrants in connection with line of credit               --           --       382,500             --             --
Issuance of common stock, options and warrants for
  consulting services                                           171,337          171       865,686             --             --
                                                             ----------   ----------   -----------   ------------    -----------
Balance at December 31, 2000                                  1,619,087   $    1,619   $70,851,835   $(66,954,898)   $  (134,525)

Net loss                                                             --           --            --     (6,813,938)            --
Reclassification adjustment for marketable securities                --           --            --             --         85,226
Currency translation adjustment                                      --           --            --             --        (56,911)
                                                                                                     ------------    -----------
Total comprehensive loss                                             --           --            --     (6,813,938)        28,315
                                                                                                     ------------    -----------
Sale of common stock in private placements, net                 149,000          149       270,079             --             --
Issuance of common stock, stock options, and warrants for
  consulting and legal services                                 187,000          187       512,454             --             --
Issuance of common stock to satisfy outstanding liabilities      27,800           28       151,190             --             --
Issuance of common stock in connection with legal and
  employee settlement agreements                                200,000          200       438,230             --             --
Common stock issued in connection with acquisitions           2,567,121        2,567     4,262,702             --             --
Restructuring of note to former legal counsel                        --           --       225,313             --             --
                                                             ----------   ----------   -----------   ------------    -----------
Balance at December 31, 2001                                  4,750,008   $    4,750   $76,711,803   $(73,768,836)   $  (106,210)
                                                             ==========   ==========   ===========   ============    ===========
<CAPTION>

                                                                            Common        Total
                                                              Treasury      Stock      Stockholders'
                                                               Stock      Cancelable      Equity
                                                           -------------  ----------    ----------
<S>                                                           <C>         <C>           <C>
Balance at December 31, 1999                                  $(10,395)   $     --      $3,734,531
Net loss                                                            --          --              --
Decline in market value of marketable securities                    --          --              --
Realization of increase in market value on transfer of
  marketable securities in connection with acquisitions             --          --              --

Currency translation adjustment                                     --          --              --

Total comprehensive loss                                            --          --     (20,975,414)

Sale of common stock in private placements, net                     --          --       7,590,289
Common stock issued on exercise of warrants and options             --          --         804,406
Common stock and options issued in connection with
   acquisitions                                                     --          --      11,351,467
Issuance of warrants in connection with line of credit              --          --         382,500
Issuance of common stock, options and warrants for
  consulting services                                               --          --         865,857
                                                              --------    --------    ------------
Balance at December 31, 2000                                  $(10,395)         --    $  3,753,636
Net loss                                                            --          --              --
Reclassification adjustment for marketable securities               --          --              --
Currency translation adjustment                                     --          --              --
Total comprehensive loss                                            --          --      (6,785,623)
Sale of common stock in private placements, net                     --          --         270,228
Issuance of common stock, stock options, and warrants for
  consulting and legal services                                     --     (22,500)        490,141
Issuance of common stock to satisfy outstanding liabilities         --          --         151,218
Issuance of common stock in connection with legal and
  employee settlement agreements                                    --          --         438,430
Common stock issued in connection with acquisitions                 --          --       4,265,269
Restructuring of note to former legal counsel                       --          --         225,313
                                                              --------    --------    ------------
Balance at December 31, 2001                                  $(10,395)   $(22,500)   $  2,808,612
                                                              ========    ========    ============
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-5
<PAGE>

                                  VIZACOM INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                             Year ended December 31,
                                                                          ----------------------------
                                                                              2001            2000
                                                                          ------------    ------------
<S>                                                                       <C>             <C>
Operating activities:
Loss from continuing operations                                           $ (8,426,659)   $ (9,038,620)
Adjustments to reconcile loss from continuing operations
  to net cash used in operating activities:
       Depreciation and amortization                                         2,651,932       2,165,589
       Impairment losses                                                     2,719,353       4,116,038
     Provision for doubtful accounts                                           374,084          91,864
     Realized loss (gain) on marketable securities                              85,226      (1,095,348)
     Realized loss on sale of property and equipment                             5,723              --
     Warrants and stock options issued for services                            202,311         321,504
     Changes in assets and liabilities, net of effects of acquisitions:
       Receivables                                                           1,874,473         365,114
       Inventories                                                             163,334          79,152
       Prepaid expenses and other current assets                               (98,599)        (73,881)
       Accounts payable                                                       (347,313)        628,825
       Accrued liabilities                                                    (519,617)        719,810
       Sales and value-added taxes payable                                     (42,122)        (27,257)
                                                                          ------------    ------------
           Net cash used in continuing operations                           (1,357,874)     (1,747,210)
           Net cash provided  (used) in discontinued operations                299,573      (3,136,870)
                                                                          ------------    ------------
           Net cash used in operating activities                            (1,058,301)     (4,884,080)
                                                                          ------------    ------------
Investing activities:
Purchase of property and equipment                                              (2,217)        (73,952)
Net proceeds from sale of property and equipment                                 1,750              --
Proceeds from note receivable                                                  294,839              --
Decrease (increase) in restricted cash                                         229,395          20,000
Cash disposed in business disposition                                         (537,767)             --
Decrease (increase) in other assets                                              9,093         (13,628)
Payment for acquisitions, net of cash acquired                                      --        (996,460)
                                                                          ------------    ------------
           Net cash used in continuing operations                               (4,907)     (1,064,040)
           Net cash used in discontinued operations                           (230,147)     (1,026,132)
                                                                          ------------    ------------
           Net cash used in investing activities                              (235,054)     (2,090,172)
                                                                          ------------    ------------
Financing activities:
Proceeds from sale of common stock - net                                       270,228       7,590,289
Proceeds from exercise of warrants and options                                      --         804,406
Proceeds from long-term debt and convertible note                              150,420         217,378
Proceeds from bridge loan                                                      650,000              --
Borrowings under bank notes payable                                                 --      (1,078,237)
Payment of related party notes                                                (252,076)       (698,878)
Payment of long-term debt and capital lease obligations                        (88,011)       (111,167)
                                                                          ------------    ------------
       Net cash provided by continuing operations                              730,561       6,723,791
       Net cash used in discontinued operations                                (30,335)       (255,780)
                                                                          ------------    ------------
       Net cash provided by financing activities                               700,226       6,468,011
                                                                          ------------    ------------

Effect of exchange rate changes on cash and cash equivalents                    38,896        (380,418)

Decrease in cash and cash equivalents                                         (554,233)       (886,659)
Cash and cash equivalents:
           Beginning of year                                                   843,836       1,730,495
                                                                          ------------    ------------
        End of year                                                       $    289,603    $    843,836
                                                                          ============    ============

Supplemental disclosure of cash flow information:
Cash paid during the year for:
     Interest
       Continuing operations                                              $    147,971    $    184,390
       Discontinued operations                                            $      2,727    $     25,723
     Income taxes
       Continuing operations                                              $         --    $        477
       Discontinued operations                                            $         --    $      8,945
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-6
<PAGE>
                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Summary of Significant Accounting Policies

      Nature of Business

      Vizacom Inc. and subsidiaries ("Vizacom" or the "Company") develops,
      services, sells and provides information technology product and service
      solutions to leading global and domestic companies. Its product and
      service solutions include: network and systems development and
      integration, value-added computer product reselling, managed hosting, and
      data security solutions. The Company's technology solutions are highly
      comprehensive, generally involve several technology products and services,
      and aim to satisfy a specific business goal for a client. In early 2001,
      the Company determined to sell its historical visual communications
      operations and discontinued its operations in Europe (see Note 5). These
      actions were taken to enhance the Company's focus on growing its
      information technology products and service solutions business in the
      United States, which constitutes the Company's sole business segment. On
      December 28, 2001 the Company acquired SpaceLogix, Inc. (See Note 4).

      Principles of Consolidation

      The consolidated financial statements include the accounts of Vizacom Inc.
      and its wholly owned subsidiaries. All significant intercompany accounts
      and transactions have been eliminated.

      Foreign Currency Translation

      The translation of foreign currencies into United States dollars for
      subsidiaries where the local currency is the functional currency is
      performed for balance sheet accounts using the exchange rate in effect at
      year-end and for revenue and expense accounts using an average rate for
      the period. The unrealized gains and losses resulting from such
      translation are included as a separate component of stockholders' equity
      in accumulated other comprehensive loss.

      Business Combinations

      The Company has accounted for all business combinations under the purchase
      method of accounting. Under this method the purchase price is allocated to
      the assets and liabilities of the acquired enterprise as of the
      acquisition date based on their estimated respective fair values. The
      results of operations of the acquired enterprises are included in the
      Company's consolidated financial statements for the period subsequent to
      their acquisition.

      Concentration of Credit Risk

      The Company performs periodic credit evaluations of its customers but
      generally does not require collateral from them.

      Revenue Recognition

      Revenue from hardware sales and related services are generally recognized
      upon shipment of products to customers and recorded net of allowances for
      anticipated returns. Revenue for production services is based on
      individual customer contracts and is recognized using the
      percentage-of-completion method, based on the proportion of actual costs
      incurred to date to total estimated costs for each contract.

      Cash Equivalents

      Cash equivalents consist of highly liquid investments with a maturity of
      three months or less when purchased.

      Inventories

      Inventories, which are principally finished goods, are stated at the lower
      of cost (first-in, first-out basis) or market.


                                      F-7
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Summary of Significant Accounting Policies (continued)

      Long-Lived Assets

            o     Goodwill and other intangibles - Goodwill represents the
                  excess of the purchase price over the estimated fair values of
                  net assets acquired in the purchases of businesses. Goodwill
                  has been amortized on a straight-line basis over periods
                  ranging from 5 to 7 years. The values of other intangibles
                  which include business processes and methodologies, workforce,
                  and customer lists represent the fair values of these assets
                  acquired in the purchases of businesses, as determined by
                  independent appraisals. Business processes and methodologies,
                  workforce, and customer lists are being amortized on a
                  straight-line basis over periods of 3 to 7 years.

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

            o     Property and Equipment - Property and equipment are stated at
                  cost. Depreciation is provided on a straight-line basis over
                  the estimated useful lives of the related assets, generally 3
                  to 7 years. Leasehold improvements are amortized on a
                  straight-line basis over the shorter of the life of the
                  improvement or the remainder of the lease term.

            o     Valuation of Long-Lived Assets - Long-lived assets such as
                  property and equipment, goodwill and other intangibles, and
                  investments are reviewed for impairment when events or changes
                  in circumstances indicate that the carrying amount of the
                  assets may not be recoverable. An impairment loss is
                  recognized when estimated future undiscounted cash flows
                  expected to result from the use of the asset and its eventual
                  disposition are less than its carrying amount.

      Deferred Consulting Costs

      The value of common stock, options and warrants issued for financial
      advisory services is being amortized over the shorter of their terms of
      the related agreements or the estimated service period and the related
      deferred charges are included in deferred consulting costs. The Company
      utilizes a Black Scholes valuation model to value its stock options and
      warrants.

      Use of Estimates

      The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the reported
      amounts in the financial statements and accompanying notes. These
      estimates principally include provisions for sales returns and allowances,
      and amortization periods of goodwill and other intangibles. Actual results
      could differ from these estimates.

      Self Insurance

      The Company is primarily self-insured for its employee health plan, which
      covers medical, hospital, and dental claims. The Company accrues for
      claims filed and estimates of claims incurred but not reported. The
      Company has purchased additional stop-loss coverage at 220% of expected
      claims in order to limit its exposure to any significant levels of health
      claims beyond this amount.

      Stock Options

      As permitted under the provisions of Statement of Financial Accounting
      Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation," the
      Company continues to apply Accounting Principles Board ("APB") Opinion No.
      25, "Accounting for Stock Issued to Employees," and its related
      interpretations in accounting for its stock-based compensation plans.


                                      F-8
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Summary of Significant Accounting Policies (continued)

      Income Taxes

      The liability method is used in accounting for income taxes. Under this
      method, deferred tax assets and liabilities are determined based on
      differences between financial reporting and tax bases of assets and
      liabilities and are measured using the enacted tax rates and laws that
      will be in effect when the differences are expected to reverse. The
      resulting asset at December 31, 2001 was fully reserved since management
      presently does not believe it is more likely than not that the tax benefit
      will ultimately be realized.

      Loss Per Share

      Basic loss per share excludes any dilutive effects of options, warrants,
      and convertible securities. Diluted loss per share includes the dilutive
      effects of stock options, warrants, and convertible securities. The
      effects of stock options, warrants, and convertible securities have not
      been included in the 2001 and 2000 loss per share computations as their
      effect would have been anti-dilutive.

      Fair Value of Financial Instruments

      The fair value of the Company's financial instruments, including cash and
      cash equivalents, accounts receivable, accounts payable, accrued
      liabilities and short- and long-term debt approximate their carrying
      values because of short-term maturities or because their interest rates
      approximate current market rates.

      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). The
      Company applied the criteria under this statement in regards to its
      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. The Company has 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 has 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. If the carrying amount of the
      net assets of the reporting unit (including goodwill) exceeds the fair
      value of that reporting unit, the second step of the transitional goodwill
      impairment test must be completed as soon as possible, but no 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 it's carrying value. An impairment loss
      recognized as a result of a transitional goodwill impairment test will 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 is measured.
      Therefore, a transitional goodwill impairment loss, which is measured in
      any period other than the first interim reporting period will require the
      amendment of previously filed interim period financial statements.

      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 are effective for fiscal years beginning after December 15,
      2001. The Company is evaluating the impact of SFAS No. 144 on its
      financial position and results of operations.


                                      F-9
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Summary of Significant Accounting Policies (continued)

      Reverse Stock Split

      On May 23, 2001, the Company effected a one-for-ten (1:10) reverse stock
      split. All share and per share data have been adjusted to give effect to
      the reverse stock split.

      Reclassifications

      Certain reclassifications have been made to the 2000 amounts to conform
      with the 2001presentation.

2.    Liquidity and Business Risks

      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 $3,657,770 at December 31, 2001.

      On November 20, 2001, the Company reached a definitive agreement with
      JPMorgan Chase Bank ("the bank") to extend the loan of approximately
      $1,214,000 from the bank to the Company's PWR Systems subsidiary ("PWR"),
      which had expired on October 29, 2001, through May 31, 2002 (see Note 9).
      On January 11, 2002, PWR's temporary inventory finance facility with a
      commercial lender terminated because the Company chose not to secure a
      $50,000 irrevocable letter of credit. Also in the first quarter of 2002,
      certain of the company's primary distributors rendered decisions
      effectively terminating PWR's credit line availability causing it to pay
      cash in advance for the majority of its purchases. The Company has
      identified and negotiated with a commercial finance company for a line of
      credit facility. Management is hopeful they can effect the agreement which
      will result in an extension of the May 31, 2002 due date to the bank.

      As described in Note 9, on April 15, 2002, the Company defaulted on its
      Note for legal services to its former counsel and chairman. Accordingly
      this note is reflected as a current liability. As described more fully in
      Note 4 the Company expected its placement agent to raise at least
      $1,000,000 in net proceeds for the Company. In connection therewith, the
      placement agent has placed or arranged such financing through April 15,
      2002.

      The promissory note held by the Company from its former visual
      communications subsidiary provides for the Company to receive $480,000 in
      2002. The Company believes that over the next twelve months it will need
      to raise at least an additional $1,000,000 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.


                                      F-10
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.    Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                  2001          2000
                                                                               -----------   -----------
<S>                                                                            <C>           <C>
Supplemental disclosure of non-cash financing and investing activities:

Continuing operations:
    Net assets acquired for common stock, stock options, and notes payable     $ 3,915,269   $ 7,699,245
    Unrealized holding (loss) gain on marketable securities                    $        --   $  (743,010)
    Issuance of common stock, warrants, and stock options issued for
      deferred consulting costs                                                $   490,141   $   656,993
    Issuance of common stock for contingent purchase consideration             $   350,000   $        --
    Issuance of common stock/stock options in payment of liabilities           $   146,837   $   269,361
    Issuance of common stock to settle reserved legal liability                $   240,500   $        --
    Note receivable for business disposition                                   $   987,500   $        --
    Fixed assets acquired with capital lease obligations                       $     4,005   $    16,259
    Accounts payable settled for related party note and capital contribution   $   739,655   $        --

  Discontinued operations:
    Net assets acquired for common stock and notes payable                     $        --   $ 4,560,832
</TABLE>

4.    Acquisitions and Related Agreements

      SpaceLogix, Inc.: On December 28, 2001, the Company acquired SpaceLogix,
      Inc. ("SpaceLogix"). SpaceLogix is a facilities-based managed services
      provider that resells co-location and network management services through
      its relationships with landlords, major telecommunications companies,
      utilities, and other third-party data center owners. Under the terms of
      the letter of intent signed in connection with the merger in September
      2001, with this privately held New York City based company, each party
      agreed to several terms and conditions, which were a precursor to the
      December merger closing. Those terms and conditions were as follows:

            o     Bridge Loan: SpaceLogix extended to the Company a series of
                  secured bridge loans for a total of $650,000, and in
                  connection therewith received 400,000 shares of the Company's
                  common stock. The bridge loan bore interest at 9% and was
                  secured by a second position, subordinated to the security
                  interest of the bank, in the Company's promissory note from
                  Serif Inc. The Company agreed to utilize approximately
                  $450,000 of the total bridge loans for working capital of its
                  PWR subsidiary, though this condition was not met and was
                  waived at closing. On September 18, 2001, the Company received
                  the first $250,000 installment of the bridge loan, and issued
                  200,000 shares of its common stock to SpaceLogix. On October
                  10, 2001, the Company received the second $200,000 installment
                  of the bridge loan, and issued 100,000 shares of its common
                  stock to SpaceLogix. The final $200,000 installment of the
                  bridge loan was received in November 2001. The bridge loan
                  payable recorded on the Company's books and the corresponding
                  bridge note receivable on the books of SpaceLogix were
                  cancelled upon the consummation of the merger. The 400,000
                  shares of the Company's common stock were distributed pro rata
                  to the shareholders of SpaceLogix Inc. just prior to the
                  consummation of the merger.


                                      F-11
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.    Acquisitions and Related Agreements (continued)

            o     Placement Agent and Investment Banking Agreement: Certain
                  stockholders of an investment banking firm were affiliated or
                  associated with SpaceLogix. A condition of the merger related
                  to this investment banker being hired as placement agent to
                  assist with raising $1,000,000 of net proceeds in a financing
                  (the "$1MM financing "). It was agreed that 784,188 ("the
                  Escrow Shares") of the shares to be issued in connection with
                  the SpaceLogix merger would be held in escrow, a portion of
                  which will be released upon the successful completion of the
                  $1MM financing if completed within 120 days of the merger
                  closing. The remaining portion of the escrow shares are
                  subject to the indemnification provisions of the merger which
                  provide for a one year period for the Company to enforce its
                  rights under such provisions. The shares to be released from
                  escrow for upon completion of the $1MM financing are
                  calculated based upon a formula multiplying the Escrow Shares
                  by a fraction, the numerator of which is $500,000 and the
                  denominator is the average market price of the Company's
                  common stock for the five days preceding the release date of
                  the shares from escrow. The remaining shares will be held in
                  escrow to secure representations made of SpaceLogix
                  shareholders in connection with the Company's wholly owned
                  subsidiary. As compensation for the aforementioned financing,
                  the placement agent will receive an 8% cash commission, a 2%
                  non accountable expense allowance, and warrants for 10% of the
                  shares sold in the financing exercisable at 150% of the
                  offering price of the stock in the financing. In addition,
                  upon the completion of the $1MM financing, the Company will
                  enter into an investment banking agreement with this placement
                  agent. The investment banking agreement will provide as
                  compensation for such services, warrants to purchase 400,000
                  shares of common stock of the Company, 200,000 of which shall
                  be exercisable at 120% and 200,000 of which shall be
                  exercisable at 150% of the market price of the Company's
                  common stock as of the date of such investment banking
                  agreement.

            o     Restructuring of Liabilities: The Company was required to
                  restructure or satisfy approximately $1,000,000 of current
                  liabilities as of June 30, 2001 to the reasonable satisfaction
                  of SpaceLogix. Through a series of transactions completed as
                  of September 30, 2001, the Company achieved this objective to
                  the satisfaction of SpaceLogix management. The transactions
                  were as follows: (a) The Company entered into an agreement
                  with its former corporate legal counsel, of which its former
                  Chairman of the Board is a member, to reduce and restructure
                  outstanding liabilities totaling $739,655 as of September 30,
                  2001. This agreement reduced the amount owed to this firm by
                  $300,000 and provided for the issuance by the Company to such
                  firm of a secured promissory note in the principal amount of
                  $439,655, bearing interest at 6.6% per annum. The promissory
                  note provides for monthly payments, which began March 15,
                  2002, with a provision for a $125,000 prepayment upon the
                  completion of a financing contemplated by the SpaceLogix
                  letter of intent. The note is collateralized by the Company's
                  interest in the promissory note from Serif Inc, subordinated
                  to the security interest of the bank in the note. The Company
                  has reduced the recorded liability to its former corporate
                  counsel from the previous September 30, 2001 total of $739,655
                  to $514,342, representing the total of the principal amount of
                  the note, interest thereon over the term of the note, and
                  certain contingent payment amounts. The resulting reduction in
                  indebtedness, or $225,313, has been recorded as a contribution
                  to capital; (b) the Company entered into amendments to the PWR
                  Merger Agreement and employment agreements with its President
                  and its Vice President and Chief Technology Officer, each of
                  whom is also a director of the Company, pursuant to which
                  their annual salaries are reduced from $200,000 to $125,000
                  each effective on October 1, 2001. These two officers will
                  also receive payments of 17.5% each, of net income (as
                  defined) of the Company's PWR subsidiary in excess of
                  pre-determined quarterly targets through the first quarter of
                  2003. Net income is defined as the income of PWR before
                  amortization of intangibles, interest on the notes payable to
                  these officers, the bonuses payable to these officers, and
                  corporate overhead (as defined). These amendments will
                  automatically terminate if PWR does not receive $1,000,000 of
                  working capital from either the bridge loan, the $1MM
                  financing, or other transactions by April 1, 2002 (see event
                  of reversion in Note 17); or (ii) PWR does not retain the
                  $1,000,000 of working capital due to payments made to the
                  Company or its other subsidiaries other than normal
                  inter-company management fee payments. In addition, as of
                  September 30, 2001, the Company agreed to restructure the
                  payment schedule on the remaining $306,951 of the notes
                  payable by the Company to these officers, with aggregate
                  payments of $25,000 per month commencing on January 1, 2002,
                  later deferred to April


                                      F-12
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.    Acquisitions and Related Agreements (continued)

      1, 2002 (see Note 14). These notes are collateralized by the Company's
      Serif Inc. promissory note, which security interest is subordinated to the
      security interest therein held by the bank and the Company's former
      corporate counsel in such note; (c) on September 28, 2001, the Company
      settled, for 130,000 shares of the Company's common stock valued at
      $240,500, a pending arbitration relating to an investment banking
      agreement, which it had terminated. $232,000 had been reserved for this
      contingent liability, and (d) also as of September 28, 2001, the Company
      entered into an agreement to issue 10,000 shares of its common stock to
      settle $14,119 of outstanding current liabilities to a law firm.

      Acquisition: The aggregate purchase price for SpaceLogix, including all
      direct costs, was $3,484,051 and was paid through the issuance of
      1,846,251 shares and warrants and options to purchase 600,197 shares of
      the Company's common stock, to the SpaceLogix stockholders. The number of
      shares, warrants and options ultimately issued include the effects of
      termination agreements reached with certain employees shortly after the
      merger. SpaceLogix also received the right to appoint one director to the
      Company's Board of Directors. The $3,589,590 cost in excess of the fair
      value of the net liabilities acquired of ($105,539) was allocated to
      goodwill in accordance with an independent appraisal. The purchase price
      was calculated as follows:

<TABLE>
<S>                                                                       <C>
      Calculation of Purchase Price for Business Acquired:
        Common stock, warrants and stock options issued                   $ 3,294,270
        Bridge loan and interest forgiven                                    (662,297)
        Common stock paid for bridge loan, net of $28,000 debt discount       557,000
        Transaction costs, principally professional fees                      295,078
                                                                          -----------
      Total purchase price                                                  3,484,051

       Fair market value of net liabilities assumed:
                   Current assets                                             112,440
                   Non-current assets                                          17,500
                                                                          -----------
                     Total assets                                             129,940
                   Current liabilities                                        235,479
                                                                          -----------
                      Total net liabilities                                  (105,539)
                                                                          -----------
      Goodwill recorded                                                   $ 3,589,590
                                                                          ===========
</TABLE>

      Registration Rights Agreement: In accordance with the merger agreement,
      the Company entered into a registration rights agreement in which the
      Company agreed, subject to certain conditions, to use its best efforts to
      register for resale 1,127,500 shares of its common stock issued to certain
      former SpaceLogix stockholders within 30 days following the final closing
      date of the $1MM financing.

      Employment Agreement: On December 28, 2001, the Company also entered into
      a two-year employment agreement with a former consultant to SpaceLogix.
      The employment agreement with this consultant provides for his service as
      the Company's Executive Vice President of Marketing and Administration in
      return for, among other things, an annual base salary of $160,000, the
      granting of options to purchase 300,000 shares of the Company's common
      stock at an exercise price of $.7875 per share (105% of the market price
      of the common stock on the date of grant) and an annual incentive
      compensation payment equal to seven percent of the Company's annual
      pre-tax income, as defined. The employment agreement also contains
      restrictions on this consultant competing with the Company for the term of
      the agreement and for one year thereafter, as well as provisions
      protecting the Company's proprietary rights and information. This
      consultant also was elected as a member of the Company's Board of
      Directors effective upon the closing of the SpaceLogix acquisition to
      serve until the annual meeting of stockholders in 2003, unless he shall
      resign, become disqualified or otherwise be removed from office.


                                      F-13
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.    Acquisitions and Related Agreements (continued)

      Other acquisitions:

      Renaissance Multimedia: On February 15, 2000, the Company acquired
      Renaissance Computer Art Center, Inc., d/b/a Renaissance Multimedia
      ("RM"), a New York City based interactive web site design firm. The
      aggregate purchase price, including all direct costs, was $2,706,563 and
      was paid through the issuance of 44,987 shares of the Company's common
      stock and a $250,000 cash payment to the Renaissance stockholders. The
      Company entered into a three-year employment contract with the President
      of RM at an annual salary of $175,000, with certain performance bonus
      targets. Additionally, the Company granted options to purchase an
      aggregate of 60,000 shares of its common stock under its 1994 Long Term
      Incentive Plan to certain employees of RM. The $2,483,130 cost in excess
      of the fair value of the net tangible assets acquired of $223,433 was
      allocated to goodwill and other intangible assets in accordance with
      independent appraisals. In November 2001, the Company adopted an
      outsourcing model for this subsidiary, also known as Vizy Interactive -
      New York ("Vizy NY"). See Note 6. In connection with the adoption of the
      outsourcing model and the Company's periodic evaluation of its intangible
      assets, the Company recorded impairment charges of $1,422,001 in the
      fourth quarter of 2001, relating to all of the remaining goodwill and
      other intangible assets recorded by the Company in this acquisition.

      Junction 15 Limited: On March 9, 2000, the Company acquired all of the
      outstanding shares of Junction 15 Limited ("J15"), a London based
      interactive web site design firm. The aggregate purchase price, including
      all direct costs, was $2,729,593 and was paid through the issuance of
      68,182 shares of the Company's common stock and a $250,000 cash payment.
      The direct costs include 1,404 shares of the Company's common stock, which
      was paid as a finder's fee. The Company entered into three-year employment
      agreements with two directors and stockholders of J15, with annual
      salaries of approximately $150,000 and $80,000, respectively, with various
      provisions for pensions, commissions, and bonuses. In January 2001, these
      employment agreements were terminated, and are currently the subject of a
      lawsuit (see Note 17). The Company granted options to purchase an
      aggregate of 25,000 shares of its common stock under its 1994 Long Term
      Incentive Plan to certain employees of J15. The $2,724,422 cost in excess
      of the fair value of the net tangible assets acquired of $5,171 was
      allocated to goodwill and other intangible assets in accordance with
      independent appraisals. On February 2, 2001 J15 was placed into creditors
      voluntary liquidation in the United Kingdom (see Note 5).

      PWR Systems: On March 27, 2000, the Company acquired PWR Systems ("PWR"),
      a Long Island, New York based interactive integrator and value-added
      reseller of computer and digital information equipment, for $8,907,578.
      The purchase price was paid in the form of a $1,000,000 cash payment,
      one-year promissory notes in the aggregate principal amount of $500,000,
      convertible into the Company's common stock at $30 per share, and payable
      in equal monthly installments with interest of 6.3% per annum, and 150,000
      shares of the Company's common stock, valued at $30 per share, issued to
      the two selling stockholders of PWR. The acquisition agreement also calls
      for additional contingent consideration of up to $350,000 per annum for
      the three-year period following the acquisition based upon increases in
      PWR's earnings before interest, taxes, depreciation, and amortization. The
      Company was further obligated to issue additional common stock if, during
      the twelve months following the acquisition, the market price of the
      Company's common stock fell below $10 per share for any thirty consecutive
      trading-day period. On December 6, 2000, the Company issued to the PWR
      selling shareholders an aggregate of 56,000 shares of common stock in
      payment of the first year contingent consideration under the contract. On
      December 6, 2000 the PWR selling shareholders received 1,017 shares of
      common stock and received another 91,290 shares in 2001 as a result of the
      decline in the Company's share price below $10 for thirty consecutive
      days. On December 27, 2001 the Company issued to the PWR selling
      shareholders an aggregate of 209,580 shares of common stock in payment of
      the second year contingent consideration under the contract. The Company
      entered into three-year employment agreements with PWR's selling
      stockholders providing for annual salaries of $200,000 each, and
      provisions for bonuses upon attaining specified performance thresholds.
      Such contracts were amended in connection with the SpaceLogix merger
      discussed above. Additionally, the Company granted options to purchase an
      aggregate of 75,000 shares of its common stock under its 1994 Long Term
      Incentive Plan to officers, employees and independent contractors of PWR.
      Furthermore, the Company agreed to prepay, under certain circumstances,
      the notes payable in the original principal amount of $762,745 to the PWR
      selling


                                      F-14
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.    Acquisitions and Related Agreements (continued)

      stockholders, equivalent to the retained earnings of PWR at the closing
      date. At December 31, 2001 the balance of these related party notes was
      $311,791. On January 10, 2001, the foregoing notes were amended to extend
      the payment schedule until December 2001. The payment schedule was further
      modified in connection with the SpaceLogix acquisition as discussed above.
      The $8,620,960 cost in excess of the fair value of the net tangible assets
      acquired of $286,618 was allocated to goodwill and other intangible assets
      in accordance with independent appraisals. In connection with the
      Company's periodic evaluation of its intangible assets, the Company
      recorded impairment charges of $1,297,352 and $4,116,038 in the fourth
      quarter of 2001 and 2000, respectively, relating to the goodwill and other
      intangibles recorded by the Company in this acquisition.

      Finders Agreement: On August 10, 1999 the Company entered into an
      agreement with a finder pursuant to which should the finder provide
      assistance to the Company in finding or advising with respect to an
      acquisition or acquisitions, the Company shall pay a fee payable in shares
      of common stock of Xceed Inc., valued at $13.375 per share (the closing
      price on the date of the agreement), equivalent to 10% of the purchase
      price of the acquisition(s), up to a maximum of $800,000. The agreement
      resulted in the Company transferring the balance of its shares of Xceed
      common stock in August 1999, or 66,185 shares of Xceed common stock, from
      trading securities to available-for-sale securities. This resulted in the
      recognition of an unrealized holding gain at the date of transfer of
      $322,652. The Company recorded a realized gain of $1,095,348 during the
      period ended December 31, 2000 related to 59,813 shares of Xceed common
      stock transferred to this third party in connection with the Company's
      acquisitions of RM and PWR. The gain represents the realization of the
      appreciation in market value at the dates of these acquisitions. The third
      party received 14,953 shares of Xceed common stock for the RM acquisition
      and 44,860 shares of Xceed common stock for the PWR acquisition, resulting
      in respective gains of $371,962 and $723,386. The market value of the
      Xceed shares at the time of the RM and PWR acquisitions during the first
      quarter of 2000 has been recorded as an additional cost of these
      acquisitions. After the transfer to the finder the Company had 6,372
      shares remaining which it recorded in early 2001 as a realized loss of
      $85,226 on marketable securities when Xceed went bankrupt.

      interMETHODS Limited: On October 11, 2000, the Company acquired all of the
      outstanding shares of interMETHODS Limited ("IML"), a London based
      e-business technology solutions provider. The aggregate purchase price,
      including all direct costs, was $2,499,476 and was paid through the
      issuance of 156,002 shares of the Company's common stock and an obligation
      to make a $104,075 deferred payment, which bears interest at 8% per annum
      and was due January 11, 2001. The deferred payment is currently the
      subject of litigation more fully described in Note 17. The Company entered
      into three-year employment agreements with the three former stockholders
      of IML, with annual salaries of approximately $120,000 each, with various
      provisions for pensions and bonuses. Additionally, the Company granted
      options to purchase an aggregate of 25,000 shares of its common stock
      under its 1994 Long Term Incentive Plan to certain employees of IML. The
      $2,357,939 cost in excess of the fair value of the net tangible assets
      acquired of $141,537 was reflected as goodwill. On February 2, 2001 IML
      was placed into creditors voluntary liquidation in the United Kingdom (See
      Note 5).

      Pro Forma Results: The following table presents the unaudited pro forma
      results of the Company as though the transactions had occurred on January
      1, 2000. The 2001 pro forma includes the results for SpaceLogix since its
      inception, or April 26, 2001. The 2000 pro forma information includes the
      acquisitions of RM, PWR, J15, and IML as if the acquisitions had occurred
      on January 1, 2000. The 2000 presentation does not include SpaceLogix
      since its inception was only April 26, 2001. Pro forma results are not
      necessarily indicative of actual results.

                                                        Unaudited
                                                  --------------------
                                                  2001            2000
                                                  ----            ----
       Net sales from continuing operations   $ 12,155,724    $ 18,040,041
       Net loss                                 (7,163,885)     (9,456,250)
       Net loss per common share              $      (3.37)   $      (8.20)


                                      F-15
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.    Plan of Restructuring; Discontinued Operations

      Restructuring: In early 2001, the Company determined to restructure its
      operations and management team. Certain members of management and other
      employees resigned or were terminated. The Company relocated its principal
      executive offices. The Company entered into an agreement dated as of March
      27, 2001 to terminate its sublease for space in Teaneck, New Jersey. In
      accordance with the agreement, the premises were vacated on March 31, 2001
      with no further lease obligations for the premises. The Company recorded a
      restructuring charge of $187,584, primarily relating to the 30,000 shares
      of common stock, valued at $168,750, which it gave its former chief
      executive on termination.

      Divestiture of Overseas Internet Operations: In addition, the Company
      determined to divest its software and overseas operations so as to better
      focus on developing its internet and technology solutions business in the
      United States. Accordingly, on January 9, 2001, the Company entered into
      an agreement with a German company for the sale of certain assets and
      assumption of liabilities of the Company's Aachen, Germany contact center
      operation, including the assumption of the remaining lease obligation. The
      agreement called for a payment to the Company of approximately $100,000,
      of which approximately $50,000 would be utilized to pay remaining tax
      obligations of the Company's previously owned Serif GmbH subsidiary. This
      subsidiary was sold with the visual communications operations sale on
      March 31, 2001. The $100,000 payment was never received. The Company
      commenced legal proceedings to collect this amount but was unsuccessful as
      the defendant entered formal liquidation in Germany. Additionally, the new
      owners of Serif GmbH put this company into liquidation. On February 2,
      2001, J15 and IML, two companies in England, which the Company acquired in
      2000, were placed into creditors voluntary liquidation in the United
      Kingdom. As of December 31, 2000 all of the assets and liabilities of
      these entities were written off, resulting in an impairment charge of
      $4,511,063 as detailed below. These software and overseas operations are
      reflected in discontinued operations.

      Current assets                                            $  111,621
      Noncurrent assets                                          4,612,103
                                                                ----------
                                                                 4,723,724
      Current liabilities                                          212,661
                                                                ----------
                                                                $4,511,063

      Sale of Serif Software Operation: On March 31, 2001, the Company sold its
      wholly owned, United Kingdom-based subsidiary, Serif (Europe) Limited
      ("Serif Europe") and its subsidiaries to an English company, GW 313
      Limited (the "Buyer") owned by the management team of Serif Europe and
      Serif Europe's wholly owned subsidiary, Serif Inc. The operations of Serif
      Europe, Serif Inc., and Serif Europe's other wholly owned subsidiaries,
      Serif GmbH and Dialog 24 Limited, together with the Company's Software
      Publishing Corporation ("SPC") subsidiary, comprised in all material
      respects its visual communications operations. The Company received
      $150,000 in cash at closing, the use of which is restricted due to the
      foreign liquidated entities legal matter described in Note 17. The Company
      also received a promissory note from Serif Inc. in the aggregate principal
      amount of $987,500, which note bears interest at a rate of 10% per annum,
      and which is payable $40,000 per month, except for April and November, in
      which months the payments are $30,000 and $50,000, respectively. The Buyer
      has guaranteed this promissory note and has pledged the shares of Serif
      Europe as collateral therefor. The Company or one of its subsidiaries
      remained responsible for liabilities aggregating approximately $314,000 at
      December 31,2001which have been recorded on the Company's books.

      As part of the transaction, Serif Europe received a 12-month exclusive
      license in Europe and a 24-month non-exclusive license in the rest of the
      world with respect to the software of the Company's SPC subsidiary. Serif
      Europe was also granted a non-exclusive license to use SPC's Harvard
      Graphics(R) brand name for the purpose of selling repackaged Serif
      products using such name. These licenses were granted pursuant to the
      software license agreement, dated as of March 31, 2001, between SPC and
      Serif Europe. Each of such licenses is renewable if minimum royalty and
      other conditions are met. In consideration therefor, Serif Europe is
      obligated to pay a royalty fee of 12.5% in respect of sales of SPC
      software and 3% of sales of repackaged Serif software. The Company also
      agreed that while it continues to own SPC, it would not compete with Serif
      in the software business as long as these licenses are in effect. Royalty
      fees received by the Company under these agreements since the sale of
      Serif Europe has not been significant.


                                      F-16
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.    Plan of Restructuring; Discontinued Operations (continued)

      The gain on the Serif Europe sale was comprised as follows:

      Calculation of Gain on Assets Disposed:

            Cash received at closing                                $   150,000
            Note receivable from Serif Inc.                             987,500
            Currency gains, professional fees, and other sale costs      99,659
            Net liabilities assumed by the buyer                        236,178
                                                                    -----------
            Gain on sale                                            $ 1,473,337
                                                                    ===========

      The assets and (liabilities) of the discontinued operations as of the date
      of disposition, March 31, 2001 were as follows:

            Total assets                                            $ 2,417,887
            Total liabilities                                        (2,654,065)
                                                                    -----------
                      Net liabilities of discontinued operations    $  (236,178)
                                                                    ===========

      The Company's visual communications operations and London interactive
      business have been accounted for as discontinued operations and,
      accordingly, their operating results are segregated and reported as
      discontinued operations in the accompanying consolidated statements of
      operations and cash flows for all years presented.

      Information relating to the results of operations of the discontinued
      operations for the years ended December 31, 2001 and 2000 is set forth
      below:

<TABLE>
<CAPTION>
                                                             2001           2000
                                                             ----           ----
<S>                                                      <C>            <C>
         Net sales                                       $  3,735,033   $ 14,422,305
         Cost of sales                                        696,432      3,972,810
                                                         ------------   ------------
         Gross profit                                       3,038,601     10,449,495

         Selling, general and administrative and other      2,899,216     16,043,191
         Impairment loss                                           --      4,511,063
                                                         ------------   ------------
                                                            2,899,216     20,554,254

         Income (loss) before income taxes                    139,385    (10,104,759)
         Income tax expense  (benefit)                             --        (53,116)
                                                         ------------   ------------
         Income (loss) from discontinued operations      $    139,385   $(10,051,643)
                                                         ============   ============
</TABLE>

6.    Restructuring of Vizy NY

      In late November 2001, the Company reduced its Vizy NY expenses by
      terminating eight employees and moving toward an outsourcing model for
      fulfilling its website development services. Additionally, one of the
      Company's vice presidents and the president of Vizy NY resigned from such
      positions as of November 20, 2001. As of such date, the Company entered
      into a settlement and general release agreement with this person, pursuant
      to which the Company paid his accrued but unpaid salary as of such date,
      issued to him 40,000 restricted shares of its common stock and issued a
      promissory note to him in the principal amount of $30,000. Such promissory
      note provides that it is to be paid over four months, beginning in the
      month following the earlier of (i) the closing of the $1MM financing or
      (ii) the end of the first calendar quarter in which the Company has
      working capital of at least $30,000. In connection with the issuance of
      the 40,000 shares to this person, the Company entered into a registration
      rights agreement and a lock-up agreement with him. The Company also
      relocated the offices of Vizy NY in December 2001 to combine them with
      SpaceLogix. The Company moved Vizy NY's operation toward an outsourcing
      model through which it may identify and procure the services of
      third-party web development companies to fulfill the website development
      requirements of its clients. In connection with this restructuring the
      Company wrote off the balance of Vizy NY's remaining goodwill and other
      intangibles, or $1,422,001.


                                      F-17
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.    Restructuring of Vizy NY (continued)

      Operating information relating to Vizy NY included in continuing
      operations are shown below:

                           2001           2000
                           ----           ----
      Net sales         $ 1,292,935    $ 1,934,974
                        ===========    ===========
      Impairment loss   $ 1,422,001    $        --
                        ===========    ===========
           Net loss     $(2,391,844)   $(1,068,399)
                        ===========    ===========

7.    Property and Equipment

      Property and equipment consists of the following as of December 31, 2001:

          Computer equipment..........................         $ 343.854
          Computer software...........................            72,657
          Office furniture and equipment..............           143,975
                                                               ---------
                                                                 560,486
         Less accumulated depreciation................           385,406
                                                               ---------
         Total........................................         $ 175,080
                                                               =========

      Depreciation expense applicable to continuing operations for the years
      ended December 31, 2001 and 2000, was $88,537and $50,302, respectively.

8.    Leases

      The Company leases various office space under non-cancelable operating
      leases. In addition to the fixed rentals, certain of the leases require
      the Company to pay additional amounts based on specified costs related to
      the property. Certain of the leases have renewal options for periods of up
      to 2 years.

      On December 14, 2001 the Company entered into a surrender agreement for
      its leased data center facility space in Great River, New York. Under the
      agreement the Company surrendered its existing data center space which
      consisted of 3,817 square feet under lease through August 31, 2005, for a
      new lease for 1,757 square feet commencing December 14, 2001 and ending
      October 31, 2006. SpaceLogix has a two-year sublease for approximately
      2200 square feet in New York City.

      The Company is obligated under various capital leases for computer and
      office equipment that expire at various dates during the next year. The
      book value of capital leases included in fixed assets was as follows at
      December 31, 2001:

      Computer equipment ...............................         $ 35,976
      Office equipment .................................            4,005
                                                                 --------
                                                                   39,981
      Less accumulated amortization ....................          (14,587)
                                                                 --------
      Total ............................................         $ 23,395
                                                                 ========

      The Company leases various office space under non-cancelable operating
      leases. In addition to the fixed rentals, certain of the leases require
      the Company to pay additional amounts based on specified costs related to
      the property. Certain of the leases have renewal options for periods of up
      to 2 years.

      On December 14, 2001 the Company entered into a surrender agreement for
      its leased data center facility space in Great River, New York. Under the
      agreement the Company surrendered its existing data center space which
      consisted of 3,817 square feet under lease through August 31, 2005, for a
      new lease for 1,757 square feet commencing December 14, 2001 and ending
      October 31, 2006. SpaceLogix has a two-year sublease for approximately
      2200 square feet in New York City.


                                      F-18
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.    Leases (continued)

      The Company is obligated under various capital leases for computer and
      office equipment that expire at various dates during the next year. The
      book value of capital leases included in fixed assets was as follows at
      December 31, 2001:

      Computer equipment ...............................         $ 35,976
      Office equipment .................................            4,005
                                                                 --------
                                                                   39,981
      Less accumulated amortization ....................          (14,587)
                                                                 --------
      Total ............................................         $ 23,395
                                                                 ========

      Future minimum lease payments under noncancellable operating leases
      primarily for office and warehouse space and the present value of future
      minimum lease payments under capital leases as of December 31, 2001 are as
      follows:

                                                       Capital    Operating
                                                        Leases     Leases
                                                       --------   ---------
      Year ending December 31:
       2002 ........................................   $ 19,029   $181,912
       2003 ........................................         --    176,825
       2004 ........................................         --     57,038
       2005 ........................................         --     41,290
       2006 ........................................         --     34,408
                                                       --------   --------
      Total minimum lease payments .................   $ 19,029   $491,473
                                                                  ========
       Less amount representing interest (at rates
       ranging from 20% to 25.8%) ..................      1,883
                                                       --------
      Present value of net minimum capital lease
      payments .....................................   $ 17,146
       Less current installments ...................     17,146
                                                       --------
      Capital lease obligations ....................   $     --
                                                       ========

      Total rental expense for operating leases charged to continuing operations
      for the years ended December 31, 2001 and 2000 was approximately $214,000
      and $250,000 respectively.

9.    Debt

      Bank Notes Payable: The bank notes payable consisted of ninety-day
      renewable term notes secured by the assets of PWR and guaranteed by the
      Company. The notes bore interest at prime plus one-half percent. On
      November 20, 2001 the Company reached a definitive agreement with the bank
      to extend the loan of $1,214,172 to PWR, which had expired on October 29,
      2001, through May 31, 2002. In that regard, PWR issued to the bank a new
      six-month note, bearing interest at prime plus one-half percent, with the
      following payment terms: (a) no principal payments through February 28,
      2002, except that the Company agreed to pay $125,000 out of the proceeds
      of an anticipated financing and an additional $25,000 out of each $1
      million in additional net proceeds above $1 million that the Company
      raises in such anticipated financing, (b) interest payments on the
      fifteenth of each month commencing December 15, 2001, (c) $40,000
      principal payments on March 1, 2002 and April 1, 2002, (d) a $30,000
      principal payment on May 1, 2002, and (e) the balance on May 31, 2002. In
      connection with this six-month note, the Company has provided the bank
      with a first priority lien on its promissory note from Serif Inc. Pursuant
      to an Inter-creditor Agreement, dated November 20, 2001, SpaceLogix, Inc.,
      the Company's former corporate legal counsel and the former principals of
      PWR, who also hold a security interest in the Serif note, agreed to
      subordinate their security interests to that of the bank. Additionally,
      the Company's Software Publishing Corporation ("SPC") subsidiary has
      guaranteed the note issued by PWR to the bank and granted a first priority
      lien on its assets.


                                      F-19
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.    Debt (continued)

      Note payable to law firm: As described in Note 4, this $464,342 note to
      former corporate legal counsel for services is payable in monthly
      installments of $25,000, until paid in full, and bears interest at 6.6%
      per annum. By letter agreement dated December 27, 2001, this note
      originally scheduled for repayment on January 1, 2002, was extended to
      include all monthly installments from January through March 2002, or
      $75,000, and become due March 1, 2002. In March 2002 the Company paid
      $25,000 with the proceeds of a short-term loan for like amount, and
      obtained a thirty-day waiver under the default provisions of the note from
      the former legal counsel. This note is secured by a second position on the
      Serif note held by the bank. The Company did not make the payment for
      April 2002, and has defaulted on this debt for legal services. The
      Company has received a waiver of its cross default provisions with the
      bank.

      Convertible Notes: The Company received proceeds of $150,000 on December
      14, 2001 from these notes, bearing interest at 6% per annum. On January 2,
      2002, this notes with $475 of accrued interest, the holders of these notes
      exercised their right to convert this note into 240,760 shares of the
      Company's common stock at $.625 per share.

      Other current debt consisted of the following at December 31, 2001:

<TABLE>
<S>                                                                           <C>
      Amount payable to former stockholder of interMETHODS, 8%                $112,566
      Directors and officers insurance premium financing, 9.2%, monthly
          installments of $10,128 through September 2002                        88,301
      Note payable to former President of Vizy NY, 8%, monthly installments
         of $7,500                                                              29,302
      Insurance premium financing, 6.5%, monthly installments of $4,052
       through April 2002                                                       15,993
      Insurance premium financing, 15.3%, monthly installments of $780
       through July 2002                                                         4,425
                                                                              --------
                                                                              $250,587
                                                                              ========
</TABLE>

      Unsecured line of credit: On January 8, 2000, the Company entered into an
      agreement, which was amended as of March 15, 2000, for a maximum
      $1,000,000 unsecured line of credit note arrangement with a foreign
      company. Advances under the arrangement bear interest at 8%. The Company
      borrowed $1,000,000 on February 17, 2000. This borrowing was paid in full
      with accrued interest on March 20, 2000. The Company issued seven-year
      warrants to purchase an aggregate of 25,000 shares of its common stock
      exercisable at $30 per share in connection with this credit facility. The
      warrants were valued at $382,500, using a Black Scholes model and the
      following assumptions: 85% volatility, 2-year term, a 5.30% risk free
      rate, and no dividend yield. The warrant value was charged to interest
      expense over the two-year benefit period. This agreement expired in
      January 2002.

      Inventory Finance Facility: On August 25, 2000, PWR entered into a
      temporary $500,000 inventory financing security agreement with a finance
      company. The temporary financing facility provided for 21 to 30 day
      financing without interest as long as payment is made within the allowable
      terms. The line is presently collateralized by a second lien on all of the
      assets of PWR and is guaranteed by the Company. On January 11, 2002, PWR's
      temporary finance inventory finance facility was terminated because the
      Company decided not to put up a $50,000 irrevocable letter of credit and
      closed the facility. In April 2002, the lender agreed to establish a new
      inventory finance facility with similar terms in consideration of the
      Company securing a $150,000 letter of credit as collateral.

      Supplier Lien: In December 2000, one of PWR's major suppliers was granted
      a third lien on its assets.


                                      F-20
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10.   Stockholders' Equity

      a)    Common Stock

            o     Sale of Common Stock in Private Placements:

      2000: In March and July 2000, the Company completed two private placements
      in which it sold 201,094 shares of its common stock for gross proceeds of
      $8,995,545. Under one of these private placements, the Company sold 93,695
      shares of its common stock and received gross proceeds of $4,216,294
      primarily from U.S. investors. In the other private placement, the Company
      sold 76,247 shares of common stock in March and 31,152 shares of common
      stock in July and received gross proceeds of $3,392,996 and $1,386,255,
      respectively, primarily from European investors.

      2001: On January 26, 2001, the Company accepted subscriptions for and
      subsequently issued a total of 149,000 shares of common stock from 13
      accredited investors for gross proceeds of $372,500. In connection with
      this private placement, the Company issued three-year warrants to purchase
      2,300 shares of common stock at an exercise price of $2.50 per share as a
      finder's fee.

            o     Common stock and options issued in connection with
                  acquisitions

      2000: In connection with acquisitions, the Company issued 477,592 shares
      and options to purchase 50,000 shares of the Company's common stock valued
      at $11,351,467, in four separate transactions as follows: (a) on February
      15, 2000, the Company issued 44,987 shares in connection with the RM
      acquisition valued at $1,750,000; (b) on March 9, 2000, the Company issued
      69,585 shares in connection with the Junction 15 acquisition, valued at
      $2,350,007; (c) on March 27, 2000 the Company issued 207,018 shares and
      options to purchase 50,000 common shares to consultants in connection with
      the PWR acquisition valued at $4,854,135 and $186,500, respectively, and
      (d) on October 11, 2000, the Company issued 156,002 shares in connection
      with the interMETHODS acquisition valued at $2,210,825.

      2001: In connection with acquisitions the Company issued 2,567,121 shares
      and warrants and options to purchase 600,197 shares of the Company's
      common stock, valued at $4,265,269 in three separate transactions as
      follows: (a) on May 17, 2001, the Company's stockholders approved the
      issuance of shares to the Company's President and Vice President and Chief
      Information Officer, who were the former selling shareholders of PWR, due
      under the March 27, 2000 merger agreement with PWR, as amended. In
      connection therewith, the Company issued 45,645 shares to each of the
      former PWR selling shareholders, or 91,290 in the aggregate; (b) On
      September 14, 2001, the Company agreed to issue an aggregate 209,580
      shares of common stock, valued at $350,000, subject to shareholder
      approval, which was obtained in December, to the PWR selling shareholders
      as additional merger consideration in accordance with the provisions of
      the March 27, 2000 merger agreement with PWR, as amended, and (c) the
      Company issued 2,246,251 shares and 600,197 warrants and options in
      connection with the acquisition of SpaceLogix on December 27, 2001,
      including related bridge loan transactions during the period September to
      November 2001. 443,380 of these options or warrants have an exercise price
      equal to $.86 per share, 110% of the average per share closing price for
      the five trading days prior to the closing of the acquisition. 156,817 of
      these options or warrants have an exercise price of $.825 per share, 110%
      of the closing price on the day prior to the closing of the acquisition.
      784,188 of the shares are being held in escrow subject to the completion
      of the $1MM financing. The warrants were valued using a Black Scholes
      model and the following assumptions: 85% volatility, 5-year term, a 4.39%
      risk free rate, and no dividend yield. The aggregate value of the common
      shares and warrants were $3,575,926 and $303,343, respectively. In
      addition, the Company issued 20,000 shares of its common stock as partial
      payment for a fairness opinion for this transaction. These shares were
      valued at $36,000.


                                      F-21
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10.   Stockholders' Equity (continued)

            o     Issuance of common stock to satisfy outstanding liabilities

      2001: The Company issued 27,800 shares of its common stock, valued at
      $151,218 in connection with agreements to satisfy outstanding liabilities
      as follows: (a) on January 22 and 24th, 2001, the Company entered into
      agreements with certain outside consultants to satisfy outstanding
      liabilities to them. Under their respective agreements, 3,200 shares
      valued at $24,998 and 14,600 shares valued at $109,500 were issued,
      respectively, and (b) on September 28, 2001, the Company settled a $14,119
      payable to a law firm by issuing 10,000 shares of its common stock, with a
      value of $18,500. The value of these collective settlements was offset by
      $1,780 in exchange listing fees.

            o     Issuance of common stock in connection with legal and employee
                  settlement agreements

      2001: The Company issued 200,000 shares of its common stock, valued at
      $438,430 in connection with legal and employee settlement agreements as
      follows: (a) on January 15, 2001, the Company issued 30,000 shares of its
      common stock, valued at $168,750, in connection with the resignation of
      its chief executive pursuant to a settlement and release agreement; (b) on
      September 28, 2001 the Company settled a pending arbitration with an
      investment banking firm. Pursuant to the settlement, the Company issued
      130,000 shares of its common stock, valued at $240,500, and (c) On
      November 21, 2001, the Company issued 40,000 shares of its common stock,
      valued at $30,000, in connection with the resignation of its president of
      its Vizy Interactive NY subsidiary pursuant to a settlement and release
      agreement. The value of these collective settlements was offset by $820 in
      exchange listing fees.

            o     Issuance of common stock, stock options, and warrants for
                  consulting and legal services

      2000: The Company issued 171,337 shares of its common stock valued at
      $444,861, and warrants to purchase 148,900 of the Company's common stock
      valued at $271,896, and stock options to purchase 6,300 shares of common
      stock valued at $149,100 for a total of $865,857 in the following
      transactions: (a) on January 8, 2000, the Company entered into a
      three-year agreement for consulting services primarily related to
      acquisition and financing assistance pursuant to which the Company issued
      three-year warrants exercisable at $30 per share. 10,000 of these warrants
      were exercisable immediately, and 40,000 warrants were to be exercisable
      upon the attainment of specified performance targets. In addition, 15,000
      warrants were being held in escrow to be released on January 7, 2003, or
      earlier with the Company's approval. The Company recorded a charge of
      $172,404 related to the currently exercisable 10,000 warrants. The
      warrants were valued utilizing a Black Scholes model and the following
      assumptions: 85% volatility, 3-year term, a 5.30% risk free rate, and no
      dividend yield. The agreement was amended and settled on December 29, 2000
      with the issuance of 5,000 warrants to purchase common stock at $2.50
      valued at $2,750 utilizing a Black Scholes model, 85% volatility, 3 year
      term, a 5.30% risk free rate, and no dividend yield; (b) on January 28,
      2000 the Company issued stock options to purchase 1,000 and 1,500 shares
      of common stock at $33.75 to two consultants valued at $19,400 and
      $29,100, respectively, utilizing a Black Scholes model and the following
      assumptions: 85% volatility, 3 year term, a 5.30% risk free rate, and no
      dividend yield. Additionally on the same date, the Company issued stock
      options to purchase 2,400 common shares at $33.75 to employees of its
      former corporate legal counsel valued at $46,550, utilizing a Black
      Scholes model, 85% volatility, 3 year term, a 5.30% risk free rate, and no
      dividend yield; (c) on March 9, 2000 the Company issued stock options to a
      consultant to purchase 1,000 shares of common stock at $67.19 valued at
      $38,600 utilizing a Black Scholes model and the following assumptions: 85%
      volatility, 3 year term, a 5.30% risk free rate, and no dividend yield.
      Additionally, on the same date the Company issued 400 stock options to
      purchase common stock at $67.19 to employees of the Company's former
      corporate legal counsel valued at $15,450 utilizing a Black Scholes model
      and the following assumptions: 85% volatility, 3 year term, a 5.30% risk
      free rate, and no dividend yield; (d) on November 10, 2000 the Company
      entered into an agreement for consulting services with an investment
      advisory firm whereby it issued 5,000 warrants to purchase common stock at
      $7.80, valued at $27,429, and on same date, 900 warrants to an investment
      banking firm to purchase shares of common stock at $7.80 valued at $4,935.
      Each transaction was valued utilizing a Black Scholes model and the
      following assumptions: 85% volatility, 5 year term, a 5.50% risk free
      rate, and no dividend yield; (e) on November 28, 2000, the Company entered
      into an agreement for


                                      F-22
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10.   Stockholders' Equity (continued)

            o     Issuance of common stock, stock options, and warrants for
                  consulting and legal services (cont.)

      consulting services relating to financial advice and introductions to
      investors and investment banking firms for a six-month term. The Company
      agreed to issue 22,000 shares valued at $110,000 for these services. The
      agreement may be terminated at any time; (f) on December 27, 2000, the
      Company entered into an agreement for consulting services relating to
      financial advisory advice and introductions to investors and investment
      banking firms for a six-month term. The Company agreed to issue 6,000
      shares valued at $15,000 for these services. This agreement has been
      terminated and 3,000 of the shares were cancelled in 2001; (g) on December
      28, 2000, the Company agreed to issue 123,337 shares of common stock to a
      consultant in payment of his accrued fees totaling $269,861. In addition,
      warrants to purchase 128,000 shares owned by the consultant, its
      affiliates and a charity were amended to reduce the exercise price thereof
      to $2.19 per share resulting in a re-pricing charge of $64,379 utilizing a
      Black Scholes model and the following assumptions: 85% volatility, 5 year
      term, a 5.50% risk free rate, and no dividend yield, and (h) on December
      31, 2000, the Company entered into an agreement for consulting services
      relating to financial advice and introductions to investors, investment
      banking firms, and acquisition targets for a two-year term. The Company
      agreed to issue 20,000 shares for these services valued at $50,000. The
      agreement may be terminated at any time and contains escrow provisions for
      17,500 of the shares, 2,500 of which are scheduled to be released
      quarterly over the term of the agreement.

      2001: The Company issued 187,000 shares of its common stock and warrants
      and stock options to purchase 210,000 shares of the Company's common stock
      valued at $490,141 in the following transactions: (a) on January 2, 2001,
      the Company retained an investment banking firm for the purpose of
      providing financial advisory and investment banking advice for a one-year
      term. Pursuant to this agreement, the Company agreed to issue 45,000
      shares of its common stock and three-year warrants to purchase 60,000
      shares of common stock. On February 28, 2001, this agreement was
      terminated, and the investment banking firm returned 15,000 shares and all
      of the warrants. The remaining 30,000 shares were valued at $75,000; (b)
      on January 15, 2001, the Company retained a consultant for the purpose of
      providing investor relations, public relations and corporate
      communications and other services for a one-year term. Pursuant to this
      agreement, the Company agreed to issue 30,000 shares of its common stock,
      valued at $168,750, and three-year warrants to purchase 20,000 shares of
      common stock; 10,000 immediately exercisable at an exercise price of $2.50
      per share, valued utilizing a Black Scholes model with the following
      assumptions: 85% volatility, 1 year term, a risk free rate of 5.30%, and
      no dividends, for a value of $44,648, and 10,000 exercisable commencing
      July 15, 2001 at an exercise price of $10 per share, valued at $1,243
      utilizing a Black Scholes model and the following assumptions: 85%
      volatility, 3 year term, a risk free rate of 5.30%, and no dividends; (c)
      on February 9, 2001, the Company terminated a December 27, 2000 agreement
      related to consulting services for financial advisory and other related
      services, pursuant to which the Company had issued 6,000 shares of common
      stock. Under the terms of the original agreement, 3,000 shares held in
      escrow, valued at $7,500, were cancelled upon such termination; (d) on
      June 29, 2001, the Company expanded the scope of services to be provided
      by one of its consultants and extended the term of the agreement with such
      consultant. Pursuant to this agreement, the Company issued 100,000 shares
      of its common stock, valued at $110,000; (e) on November 19, 2001 the
      Company issued stock options to its former chairman and corporate legal
      counsel and certain employees of the former legal counsel's firm. 190,000
      of the options issued were attributed to services provided by the former
      counsel's law firm and valued utilizing a Black Scholes model with the
      following assumptions: 85% volatility, 3 year term, a risk free rate of
      3.22%, and no dividends, resulting in a value of $98,000, and (f) on
      November 20, 2001, the Company retained a investor relations firm pursuant
      to which it issued 30,000 shares of the Company's common stock, valued at
      $22,500. These shares were returned in February 2002 due to nonperformance
      related issues, the value of which is shown as common stock cancelable in
      the accompanying statement of changes in equity.

      As of December 31, 2001, the Company had reserved 3,196,782 shares of
      common stock (not including shares reserved for issuance pursuant to the
      Rights Agreement, dated as of March 31, 1998, between the Company and
      American Stock Transfer & Trust Company) consisting of 616,795 for issued
      and outstanding non-plan options and warrants, 2,579,987 for the Company's
      various stock option plans.


                                      F-23
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10.   Stockholders' Equity (continued)

      b)    Preferred Stock

      There are 1,939,480 authorized shares of Serial Preferred Stock, par value
      $.001 per share. Any shares of Serial Preferred Stock that have been
      redeemed are deemed retired and extinguished and may be reissued. The
      Board of Directors establishes and designates the series and fixes the
      number of shares and the relative rights, preferences and limitations of
      the respective series of the Serial Preferred Stock

      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
      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.

      The Class B Voting Preferred Stock, Series A ("Class B Voting Preferred")
      has maximum liquidation rights of $.001 per share, and does not receive
      dividends.

11.   Income Taxes

      Net Operating Loss Carryforwards: At December 31, 2001, the Company has
      available U.S. net operating loss carryforwards of approximately
      $2,250,000, after consideration of certain limitations described below
      that expire in years 2004 through 2021. The Tax Reform Act of 1986 enacted
      a complex set of rules limiting the potential utilization of net operating
      loss and tax credit carryforwards in periods following a corporate
      "ownership change." In general, for federal income tax purposes, an
      ownership change is deemed to occur if the percentage of stock of a loss
      corporation owned (actually, constructively and, in some cases, deemed) by
      one or more "5% shareholders" has increased by more than 50 percentage
      points over the lowest percentage ownership of such stock owned during a
      three-year testing period. With regard to the purchase of SPC, such a
      change in ownership occurred. The Company concluded that as a result of
      the SpaceLogix transaction a change in ownership also occurred. As a
      result of the SpaceLogix transaction certain of its net operating loss
      carryforwards will not be usable due to the Section 382 annual limitation
      rules, and accordingly eliminated them as deferred tax assets against the
      related valuation allowance. The annual limitation with respect to the
      Company's losses is approximately $95,000. SpaceLogix was acquired on
      December 28, 2001 which resulted in a 100% ownership change and as such
      the annual limitation with respect to their approximately $350,000 net
      operating loss carryforwards is approximately $65,000.


                                      F-24
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.   Income Taxes (continued)

      Dual Consolidated Loss Closing Agreement: In connection with the purchase
      of SPC in December 1996, the Company applied for a closing agreement with
      the Internal Revenue Service (the "IRS") in September 1997 pursuant to
      which the Company would become jointly and severally liable for SPC's tax
      obligations upon occurrence of a "triggering event" requiring recapture of
      dual consolidated losses ("DCL") previously utilized by SPC. Such closing
      agreement would avoid SPC's being required to recognize a tax of
      approximately $8 million on approximately $24.5 million of SPC's
      pre-acquisition DCL. On May 18, 2001, the Company received the closing
      agreement from the Internal Revenue Service. An event otherwise
      constituting a triggering event applicable to a DCL would not constitute a
      triggering event if it occurs in any taxable year after the fifteenth
      taxable year following the year in which the DCL was incurred. In certain
      circumstances, a future acquirer of the Company may also be required to
      agree to a similar closing agreement in order to avoid the same tax
      liability, to the extent it is able to do so, assuming the fifteen year
      period with respect to the DCL had not expired.

      The significant components of the Company's deferred tax assets, as of
      December 31, 2001, are as follows:

      Current:
           Reserve for accounts receivable, inventory and other   $   710,000
      Non-current:
           Depreciation .......................................     1,740,000
           Net operating loss carryforwards ...................       900,000
                                                                  -----------
      Total deferred tax assets ...............................     3,350,000
           Valuation allowance for deferred tax assets ........    (3,350,000)
                                                                  -----------
      Net deferred tax assets .................................   $         0
                                                                  ===========

      The Company's loss before income taxes is comprised of the following:

                                              Year ended December 31,
                                         --------------------------------
                                             2001                2000
                                             ----                ----

      United States ..............       $ (7,056,169)       $(10,561,627)
      Foreign ....................            242,231          (8,581,752)
                                         ------------        ------------
                                         $ (6,813,938)       $(19,143,379)
                                         ============        ============

      The reconciliation of income tax computed at the United States federal
      statutory tax rates to the recorded income tax expense is as follows:

<TABLE>
<CAPTION>
                                                                      Year ended December 31,
                                                                   ----------------------------
                                                                       2001            2000
                                                                       ----            ----
<S>                                                                <C>             <C>
      Tax (benefit) at United States federal statutory rates ...   $ (2,317,000)   $ (6,509,000)
      Non-usable net operating loss carryforwards and other
          permanent differences ................................    (12,033,000)      8,226,000
      Change in valuation allowance ............................     14,350,000      (1,717,000)
      Foreign and state income taxes (benefit) .................             --         (53,116)
                                                                   ------------    ------------
                                                                   $         --    $    (53,116)
                                                                   ============    ============
</TABLE>

      The income tax benefit of ($53,116) for 2000 consists principally of the
      sale of certain net operating losses in connection with a state technology
      transfer program.


                                      F-25
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.   Stock Option Plans

      The Company has five stock options plans: the 2000 Equity Incentive Plan,
      the 1994 Long-Term Incentive Plan (the "1994 Incentive Plan"), the Outside
      Directors and Advisors Stock Option Plan (the "Outside Directors and
      Advisors Plan"), and the Software Publishing Corporation 1989 Stock Option
      Plan and Software Publishing Corporation 1991 Stock Option Plan
      (collectively, the "SPC Stock Plans"). The Board of Directors or a
      committee thereof administers all plans.

      Elements of the Company's various stock option plans include the
      following:

      The 2000 Equity Incentive Plan - In August 2000, the Company's
      stockholders approved the 2000 Equity Incentive Plan. Under the terms of
      the 2000 Equity Incentive Plan, the Company's Board of Directors or a
      committee thereof may grant stock options, stock bonuses, restricted
      stock, stock appreciation rights, performance grants and other types of
      awards to employees, consultants and others who perform services for the
      Company at such prices as may be determined by the Board of Directors
      (which price may be no less than 85% of the fair market value of the
      common stock on the date of grant in the case of nonqualified stock
      options). In December 2001, the Company's stockholders approved the
      increase of the maximum number of shares of common stock subject to the
      2000 Equity Incentive Plan from 525,000 to 2,000,000.

      The 1994 Incentive Plan - In December 1993, the Company's Board of
      Directors and stockholders adopted the 1994 Incentive Plan. Under the
      terms of the 1994 Incentive Plan, the Company's Board of Directors or a
      committee thereof may grant stock options, stock appreciation rights,
      restricted stock, performance grants and other types of awards to
      employees, consultants and others who perform services for the Company at
      such prices as may be determined by the Board of Directors (which price
      may be no less than 85% of the fair market value of the common stock on
      the date of grant in the case of nonqualified stock options). In July
      1999, the Company's stockholders approved the increase of the maximum
      number of shares of common stock subject to the 1994 Incentive Plan from
      133,333 to 500,000. The options currently outstanding vest over a period
      of up to five years and expire after 10 years.

      The Outside Directors and Advisors Plan - In August 1995, the Company's
      Board of Directors and stockholders approved the Company Directors Plan.
      Under the terms of this plan, each new non-employee director receives
      options to purchase 2,500 shares exercisable at fair market value on the
      date of grant upon becoming such a director. In addition, on each August 1
      thereafter each such person will receive options to purchase 2,500 shares
      of the Company's common stock at an exercise price equal to the fair
      market value at the respective dates of grant. In July 1999, the Company's
      stockholders approved the increase of the maximum number of shares of
      common stock under the Company Directors Plan from 16,666 to 75,000. The
      options vest over a period of two years and expire after 10 years.

      The SPC Stock Plans - Options under the SPC Stock Plans may be granted for
      periods of up to ten years, for the 1989 plan, at prices no less than 50%
      of fair value and, for the 1991 plan, an exercise price no lower than 85%
      of fair value, in each case for non qualified options, and at not less
      than fair market value for incentive stock options. To date all options
      have been issued at fair value. Options become exercisable at such times
      and under such conditions as determined by the Board of Directors. As a
      result of the acquisition of SPC by the Company all options outstanding
      under the SPC Plans were converted (based on the exchange ratio used to
      complete the acquisition) to options to acquire the Company's common
      stock. The maximum number of shares of common stock subject to the SPC
      Stock Plans is 22,304.

      In addition to the plans described above, the Company's Board of Directors
      from time-to-time has granted outside consultants, employees, and vendors
      non-plan options. Specific terms of each such grant are at the sole
      discretion of the Board of Directors and are generally at prices not less
      than the fair market value at the date of grant.


                                      F-26
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.   Stock Option Plans (continued)

      Activities under the plans and for the non-plan options are detailed in
      the following table:

<TABLE>
<CAPTION>
                                                                                                         Weighted
                                                  Outside                                                 Average
                                      1994       Directors                  2000 Equity                  Exercise
                                   Incentive    and Advisors       SPC       Incentive        Non-       Price Per
                                      Plan         Plan           Plans         Plan          Plan         Share
                                   ----------    ----------    ----------    ----------    ----------    ----------
<S>                                <C>           <C>           <C>           <C>           <C>           <C>
Outstanding at January 1, 2000 .      135,100        17,288        21,798            --        45,394    $    21.30
Granted ........................      376,138        10,000            --        29,000            --         38.20
Forfeited ......................      (43,820)       (5,000)       (3,876)         (500)           --        (33.40)
Exercises ......................       (7,732)       (1,069)       (1,124)           --          (225)        18.50
                                   ----------    ----------    ----------    ----------    ----------    ----------
Outstanding at December 31, 2000      459,686        21,219        16,798        28,500        45,169    $    32.50
Granted ........................      100,187         7,513            63     1,151,933            --          1.29
Forfeited ......................     (127,010)           --          (261)      (46,523)      (25,831)       (26.85)
                                   ----------    ----------    ----------    ----------    ----------    ----------
Outstanding at December 31, 2001      432,863        28,732        16,600     1,133,910        19,338    $     9.10
                                   ==========    ==========    ==========    ==========    ==========    ==========

Exercisable at December 31, 2001      277,306        21,081        16,600       808,759        15,813    $     9.08
                                   ==========    ==========    ==========    ==========    ==========    ==========
Exercisable at December 31, 2000      178,724        14,260        11,135         2,000        26,286    $    30.50
                                   ==========    ==========    ==========    ==========    ==========    ==========
</TABLE>

      As of December 31, 2001, 2,579,987 shares of common stock are reserved for
      issuance under the plans described above.

      The weighted average fair value of options granted was $.89 and $22.70 for
      2001 and 2000, respectively. At December 31, 2001, for each of the
      following classes of options as determined by range of exercise price, set
      forth below is information regarding weighted-average exercise prices and
      weighted average remaining contractual lives of each class:

<TABLE>
<CAPTION>
                                             Options Outstanding
                                       --------------------------------       Options Exercisable
                                                          Weighted-       ----------------------------
                          Number of      Weighted-         Average         Number of      Weighted-
                           Options        Average         Remaining         Options        Average
   Option Class          Outstanding   Exercise Price  Contractual Life   Exercisable   Exercise Price
------------------------------------------------------------------------------------------------------
<S>                       <C>             <C>               <C>           <C>               <C>
$   .79 - $   1.45 ....   1,151,383       $  .86            9.94            814,721         $  .84
$  5.62 - $   5.94 ....      72,615       $ 5.63            9.04             20,787         $ 5.63
$  7.50 - $  11.86 ....      56,634       $ 8.49            7.43             47,441         $ 8.47
$ 11.87 - $  13.75 ....      78,411       $13.74            6.86             74,450         $13.74
$ 13.76 - $  24.99 ....      36,651       $17.01            8.67             17,467         $17.50
$ 25.00 - $  30.79 ....       4,930       $27.90            7.68              3,580         $27.73
$ 30.80 - $  37.49 ....      96,436       $33.44            7.88             77,584         $33.37
$ 37.50 - $ 232.50 ....     134,383       $58.73            7.52             83,529         $61.41
                          ---------       ------            ----          ---------         ------
$ .79 - $ 232.50 ......   1,631,443       $ 9.10            9.31          1,139,559         $ 9.08
                          =========       ======            ====          =========         ======
</TABLE>

      Pro forma information regarding net loss and net loss per share is
      required by SFAS No. 123, and has been determined as if the Company had
      been accounting for its employee stock options under the fair value method
      of that statement. The fair value of these options was estimated at the
      date of grant using a Black-Scholes option pricing model with the
      following assumptions for 2001 and 2000, respectively: weighted- average
      risk-free interest rates of 3.6% for 2001 and 5.9% for 2000; no dividends;
      volatility factors of the expected market price of the Company's common
      stock of 133% for 2001 and 100% for 2000; and a weighted-average expected
      life of the options of 2 years for 2001 and 3 years for 2000.


                                      F-27
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.   Stock Option Plans (continued)

      The Company applies APB Opinion No. 25 and its related interpretations in
      accounting for its plans. Accordingly, no compensation cost has been
      recognized for its fixed stock option plan grants. Had compensation cost
      been determined using the fair value at the grant dates for awards under
      those plans consistent with the method of SFAS No. 123, the Company's net
      loss and loss per share would have been changed as indicated below:

<TABLE>
<CAPTION>
                                                               2001           2000
                                                               ----           ----
<S>                                                        <C>            <C>
        Pro forma net loss                                 $(9,162,501)   $(23,083,116)
        Pro forma net loss per share - basic and diluted   $     (4.31)   $     (20.00)
</TABLE>

      The pro forma disclosures presented above for 2001 and 2000, respectively,
      reflect compensation expense only for options granted in 1996 and
      thereafter. These amounts may not necessarily be indicative of the pro
      forma effect of SFAS No. 123 for future periods in which options may be
      granted, due to possible future grants and the effect of the exclusion of
      pre-1996 grants.

13.   Retirement Plans

      The Company maintains a defined contribution 401(k) savings plan ("401(k)
      plan") for the benefit of eligible employees. Under the 401(k) plan, a
      participant may elect to defer a portion of annual compensation.
      Contributions to the 401(k) plan are immediately vested in plan
      participants' accounts. Plan expenses were $3,474 and $3,444 for 2001 and
      2000, respectively.

14.   Related Party Transactions

      Transactions with former law firm: For the year ended December 31, 2001
      and 2000, the Company incurred approximately $490,000 and $1,095,000,
      respectively, of legal fees and disbursements to a law firm of which the
      Company's former chairman of the board is a member, of which approximately
      $184,000 of the 2001 amount related to the acquisition of SpaceLogix on
      December 27, 2001 and the disposition of the Company's visual
      communications operations on March 31, 2001, and approximately $500,000 of
      the 2000 amount related to equity transactions and were charged to
      additional paid in capital. On September 30, 2001, the Company and this
      firm entered into an agreement pursuant to which this firm agreed to
      reduce the amount owed by the Company to it by $300,000 and the Company
      issued to this firm a secured promissory note payable in the principal
      amount of $439,655, with interest at 6.6% per annum. The note balance,
      inclusive of interest and certain contingent payments amounted to $514,342
      at December 31, 2001. This is reflected as a $464,342 note payable to law
      firm on the accompanying balance sheet, with $50,000 included within
      accrued liabilities. The net reduction in indebtedness of $225,313 was
      recorded as additional paid in capital because of the related party nature
      of this transaction. The promissory note provides for monthly payments of
      $25,000 beginning the earlier of the first month after the closing of the
      SpaceLogix acquisition or January 1, 2002, with a $150,000 prepayment upon
      the completion of the $1MM private placement. By letter agreement on
      December 28, 2001 the $150,000 prepayment was reduced to $125,000 and the
      first two installments of the note were deferred until March 1, 2002. By
      an agreement dated March 15, 2002 the first three installments were
      deferred until April 1, 2002 in exchange for a $25,000 payment applied
      against legal billings and the receipt of certain outstanding option
      agreements. The collateral for this note is the Company's interest in the
      promissory note payable to the Company by Serif Inc., and this security
      interest is subordinated to the security interest of the bank in this
      note.

      The Company also agreed to pay this law firm 20% of the gross proceeds
      received by the Company or any of its subsidiaries in any future
      transaction with Harvard University with respect to the Company's SPC
      subsidiary's Harvard trademarks, copyrights, or other rights.
      Additionally, there was $82,749 outstanding of accounts payable and
      $50,000 of an accrued contingent fee to this law firm as of December 31,
      2001.

      On January 28, 2000 and March 9, 2000, the Company issued options to
      purchase 2,400 and 400 shares, respectively, of its common stock at
      exercise prices of $33.75 and $67.19, respectively, to employees of this


                                      F-28
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14.   Related Party Transactions (continued)

      corporate law firm. On November 19, 2001 the Company issued certain stock
      options to purchase the Company's common stock at $.92 to its former
      chairman and corporate legal counsel and certain employees of the former
      legal counsel's firm. 190,000 of the options issued were attributed to
      services provided by the former counsel's law firm and valued utilizing a
      Black Scholes model with the following assumptions: 85% volatility, 3-year
      term, a risk free rate of 3.22%, and no dividends, resulting in a value of
      $98,000.

      For the year ended December 31, 2001, the Company incurred legal fees with
      this law firm of $490,000 of which approximately $60,000 and $120,000 was
      related to the disposition of Serif Europe and the acquisition of
      SpaceLogix, Inc. respectively. At December 31, 2001 the Company had
      outstanding payables of approximately $83,000 in addition to the note for
      $464,342 and certain contingent payments of $50,000.

      For the year ended December 31, 2000 the Company incurred legal expenses
      of approximately $1,095,000 in 2000 of which approximately $500,000
      related to equity transactions and was charged to additional paid in
      capital.

      Compensation of former chairman: For the year ended December 31, 2000 the
      Company compensated another former chairman of the board for his services
      as such at the rate of $60,000 per annum.

      Notes to executives: At December 31, 2001, the Company had $311,791 of
      related party notes payable outstanding to its President and Vice
      President and Chief Information Officer, the two former selling
      shareholders of the Company's PWR Systems subsidiary. These notes
      represent the balance of the pre-acquisition accumulated retained earnings
      of PWR due to such selling shareholders in connection with the Company's
      March 27, 2000 acquisition of PWR. The payment terms of these notes were
      restructured in September 2001 so as to provide monthly installments of
      $25,000 until paid starting January 1, 2002. By letter agreement dated
      December 27, 2001 the executives deferred payment of the first two
      installments until March 1, 2002. By letter agreement dated March 11, 2002
      such executives deferred the first three installments until April 1, 2002.
      By letter agreement dated April 12, 2002 these executives deferred their
      first four installments until May 1, 2002.

      Other: The Company's SpaceLogix subsidiary has a $25,000 obligation to its
      placement agent, which acquired an interest in the Company with the
      Company's acquisition of SpaceLogix in December 2001. This placement agent
      also made certain advances to the Company as described in Note 17. The
      $25,000 amount is included within accrued liabilities in the accompanying
      balance sheet.

15.   Client Concentrations and Credit Risk: Debt and Supplier Concentrations

      For the year ended December 31, 2001, one customer represented 17% of our
      sales. For the year ended December 31, 2000, no single customer
      represented a significant sales concentration or credit risk. The Company
      is not aware of any significant concentration of business transacted with
      a particular customer that could, if suddenly eliminated have a material
      adverse impact on its operations.

      PWR has a Bank note payable of $1,214,172 at December 31, 2001. In
      accordance with the Company's agreement with the bank as described in Note
      9 the Company has made reduced this balance to $1,134,172 by utilizing
      payments from its sale of Serif Europe to repay the bank. The agreement
      with the bank that this will continue until May 31, 2002 at which time the
      note is due. As indicated in Note 2, the Company is making refinancing
      efforts, which should result in an extension of time to repay this
      obligation. The Company has no assurance that they will be successful in
      this regard.

      PWR is dependent on the certain suppliers to provide it with product to
      fulfill its orders. These suppliers have been more restrictive with
      respect to providing credit in 2001which has affected the ability of PWR
      to meet its customer obligations and generate sales. The Company believes
      this situation will continue until it receives adequate capital to provide
      PWR and its other subsidiaries the working capital, which will be
      sufficient to cause their creditors to be less restrictive. At December
      31, 2001 the Company had outstanding liabilities to two of these key
      suppliers of approximately $434,000.


                                      F-29
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

16.   Commitments and Contingencies

      Litigation

      California Lease Matter Settlement: In the fourth quarter of 1998, an
      action was commenced against Software Publishing Corporation ("SPC") in
      California in which plaintiff is seeking $300,000 plus interest and
      attorneys fees in damages in addition to other causes of action 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. Neither the
      Company nor SPC currently has any offices at this location. SPC has filed
      an answer in this action denying the plaintiffs' claims. In October 2000,
      the plaintiff amended its complaint to name Neil M. Kaufman, the Company's
      former corporate legal counsel, as a defendant. The Company and SPC began
      settlement discussions on April 3, 2002 in advance of a scheduled April 8,
      2002 trial date. On April 9, 2002 this matter was settled for $325,000, of
      which $25,000 of common stock, or 32,051 common shares valued at $.78 per
      share, was to be returned to the Company should the plaintiff settle with
      Mr. Kaufman. Mr. Kaufman settled on April 10, 2002 resulting in a net
      settlement of $300,000 for the Company, The Company will pay $200,000 in
      common stock at a price of $.78 per share, or 256,410 common shares, and
      SPC will pay $100,000 in cash. SPC will initially pay $25,000 in cash and
      pledge common shares for the $75,000 of the cash settlement. The pledged
      shares equate to an additional 96,154 shares which the Company will issue,
      and will be returned to the Company when SPC pays the $75,000. The Company
      has sixty days to pay the $75,000 or will pay 2% a month interest on the
      unpaid balance until paid. The Company has agreed to register these shares
      by June 30, 2002, and has agreed to cause a registration statement for the
      resale of these shares to become effective by September 30, 2002. The
      plaintiff may sell up to 16.66% of their shares on a quarterly basis
      starting October 1, 2002. Should the registration not be effective by
      September 30, 2002, the Company has agreed to a put option whereby during
      the quarters beginning October 1, 2002 or January 1, 2003 (should the
      registration not be effective by January 1, 2003) the Company may be
      required to purchase 16.66% at the aforementioned dates at the market
      price of such shares at the beginning of each quarter, but not greater
      than $.78 per share. At December 31, 2001, the Company had fully provided
      for this settlement.

      Terminated Investment Banking Agreement Matter: In February 2000, the
      Company received a demand for arbitration with respect to certain fees
      payable in connection with an investment banking agreement it terminated.
      The claim called for payment of $45,000 and reinstatement or the value of
      warrants to purchase 15,000 shares of common stock cancelled upon
      termination of the investment banking agreement or payment of the value of
      such warrants, and legal and other expenses in connection with the
      arbitration. This arbitration proceeding was subsequently suspended. The
      Company settled this claim as of September 30, 2001 for 130,000 shares of
      its common stock, valued at $240,500.

      Foreign Liquidated Entities Matter: On February 2, 2001, J15 and 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 only asset that the Company has within the
      jurisdiction of the High Court is $150,000 in cash that it received upon
      the completion of the Serif transaction. The $150,000 is being held in
      escrow by the Company's lawyers in the UK and is reflected as restricted
      cash 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 vigorously to defend the proceedings unless an acceptable
      settlement can be reached. The Company is 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.


                                      F-30
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

16.   Commitments and Contingencies (continued)

      Litigation (cont.)

      Discriminatory Hiring Practices Matter: This matter was brought in March
      of 2001 against Renaissance Multimedia Inc. in which the plaintiff alleges
      discriminatory hiring practices and seeks an undisclosed sum of
      compensatory damages, attorney fees and punitive damages. To date, only
      limited discovery has been conducted. The Company believes this action is
      without merit and intends to vigorously defend this action.

      Sales Contract Matter: 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. To date, no discovery has been conducted. The
      Company believes this action is without merit and intends to vigorously
      defend this action.

      Installment Payment Matter: This matter brought in March 2002 against
      Renaissance Multimedia Inc. 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
      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.

      Long Term Consulting Agreement

      In 1998, the Company entered into a five-year financial consulting
      agreement pursuant to which the Company is required to pay .3% of its net
      revenue (subject to an annual minimum fee of $125,000, and an annual
      maximum fee of $250,000) to the consultant. The term of the agreement was
      automatically extendable by eighteen months if the Company reported annual
      net revenues of $40,000,000, and an additional eighteen months should net
      revenues exceed $60,000,000. In December 2000, the Company amended this
      agreement to provide that $269,861 of accrued consulting fees were payable
      in 123,337 shares of the Company's common stock. This agreement was
      further amended to increase the revenue thresholds required for extensions
      to $45,000,000 and $65,000,000, respectively. Any revenues of acquired
      companies not introduced directly or indirectly by the consultant are
      excluded from the amended revenue thresholds. At December 31, 2001 there
      was $83,333 of accrued consulting fees under this agreement.

      Employment Agreement

      On January 15, 2001 the Company's chief executive resigned. Pursuant to a
      settlement and release agreement, he received $10,500 monthly for
      consulting services through April 15, 2001 and received 30,000 shares of
      the Company's common stock. Additionally he is entitled to receive five
      percent of the gross proceeds received by the Company from the sale of its
      visual communications operations.


                                      F-31
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

16.   Commitments and Contingencies (continued)

      Nasdaq Listing Requirements

      On February 19, 2002 the Company received correspondence from the Nasdaq
      Stock Market Inc. ("Nasdaq") that the for the previous 30 consecutive
      trading days the Company's bid price had closed below $1.00 per share; as
      such, the Company no longer complies with the minimum bid price
      requirement for continued inclusion under Nasdaq Marketplace Rule 4310 (c)
      (4). The Company submitted to Nasdaq its plan to maintain compliance with
      the minimum bid price prior to the expiration of the 180-calendar day
      grace period contemplated by Marketplace Rule 4310 (c) (8) (D).

      On March 1, 2001, the Company received correspondence from The Nasdaq
      Stock Market Inc. ("Nasdaq") stating that its common stock would be
      delisted from trading because the bid price of its common stock did not
      equal or exceed $1.00 for a minimum of ten consecutive trading days prior
      to March 1, 2001, as required by Nasdaq Marketplace Rule 4310(c)(4). The
      Company appealed this determination and requested a hearing before a
      Nasdaq Listing Qualifications Panel (the "Panel"). At the hearing, the
      Company presented its plan to achieve compliance with all Nasdaq listing
      maintenance requirements, including a plan to seek approval from
      stockholders of a reverse stock split to satisfy Nasdaq's minimum bid
      price requirement. On May 17, 2001, at its annual stockholders' meeting,
      the Company's stockholders approved a proposal to authorize the Board of
      Directors to effect a reverse stock split of the Company's common stock.
      On May 23, 2001, the Company effectuated a one-for-ten reverse stock split
      which enabled it to meet Nasdaq's minimum bid requirement. In a letter
      dated June 5, 2001, the Nasdaq Listing Qualifications Panel determined to
      allow the Company to remain listed on The Nasdaq Small Cap Market so long
      as the Company continued to meet all Nasdaq listing requirements,
      including that at June 30, 2001 the Company report financial results which
      reflect either net tangible assets above $2,000,000 or, in the
      alternative, stockholders' equity of at least $2,500,000. Both of these
      alternative requirements were satisfied at June 30, 2001. On August 27,
      2001, the Company received further correspondence from Nasdaq
      acknowledging that the Company had met the required stockholders' equity
      requirement and requesting that the Company provide the Panel with certain
      information demonstrating the Company's ability to sustain long-term
      compliance with Nasdaq Marketplace Rule maintenance requirements. On
      October 10, 2001 the Company received a letter from Nasdaq notifying the
      Company that its common stock would continue to be listed on Nasdaq,
      subject to the Company having stockholders' equity of at least $2,500,000
      as of September 30, 2001, as reflected on its Quarterly Report on Form
      10-QSB. The Panel also required that the Company include in its Form
      10-QSB a pro forma balance sheet reflecting significant events or
      transactions after September 30, 2001, but occurring on or before the
      filing date. The Panel has permitted our continued listing, but will
      continue to monitor our compliance with the net tangible asset/
      stockholders equity requirement and all continued listing requirements,
      and it would not allow for continued listing in the event we fail to
      comply with any of the applicable requirements. In the event that the
      Company's common stock is delisted from Nasdaq, the Company expects that
      its common stock would trade on the NASD's OTC Bulletin Board. Since
      October the Company has received various correspondence related to its
      compliance with the equity requirement and requesting additional
      information with respect to the SpaceLogix merger.

      Sale of Harvard Rights

      During 2001 the Company resolved allegations of Harvard University
      ("Harvard") that SPC was in violation of the terms of a 1989 Consent
      Agreement entered into between the two entities with respect to the
      Harvard trademarks. Harvard has preliminarily indicated that it may be
      interested in acquiring SPC's Harvard trademarks. On September 30, 2001,
      the Company agreed to pay its former corporate counsel, of which its
      former chairman was a member, 20% of any proceeds it receives from Harvard
      with respect to the sale, license, or other acquisition by Harvard of
      SPC's Harvard trademarks, copyrights, or other rights.


                                      F-32
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

17.   Subsequent Events

      Financing matters

      Convertible Notes: On January 2, 2002 the holders exercised their rights
      to convert these 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.

      Private Placements: The Company completed three 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. The placement agent received a
      commission of $5,000 and warrants to purchase 7,623 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. The placement agent received a commission of $2,500
      and 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 received a 10% fee as well as a five-year warrant to purchase 76,923
      shares of its common stock at an exercise price of $1.00 per share
      commencing November 1, 2002.

      Loans and advances from placement agent: In January and February 2002 the
      Company received $70,000 in advances from its placement agent which it
      repaid in the first quarter from the proceeds of its various private
      placements Additionally, the Company paid $10,000 towards fees due this
      placement agent by SpaceLogix. On March 15, 2002 the Company received
      $25,000 in a short-term loan from a principal of its placement agent. The
      Company has agreed to pay 10% and issue a warrant to purchase 7,500 shares
      of common stock at an exercise price of $1.00 per share.

      Bridge Loan: On April 1, 2002 the Company received $150,000 bridge loan
      from an individual investor which is due the earlier of July 1, 2002, or
      the closing of the $1MM financing. The loan bears interest at 12.5% per
      annum and the Company will issue 50,000 three-year warrants to purchase
      its common shares at an exercise price of $.90 per share. The placement
      agent will receive a 10% fee.

      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. Under the agreement the
      Company 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 on expenses of up to $5,000, back wages, and an additional
      $1,500. The parties signed mutual releases.

      Common stock cancelable: 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, or $22,500, is reflected in common
      stock cancelable in the Company's balance sheet at December 31, 2001.

      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 also had been 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.


                                      F-33
<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

17.   Subsequent Events (continued)

      Event of Reversion

      Under an agreement concluded in conjunction with the SpaceLogix merger
      described in Note 4, 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 April 1, 2002, which did not
      occur. As such the incentive bonus agreement became null and void and the
      Company became obligated under (would revert to) the pre-existing
      controlling merger and employment agreements which provides 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 April 1, 2002 the Company owed such executives back wages
      aggregating $75,000 since October 1, 2002. $37,500 of these amounts is
      accrued as of December 31, 2001. On April 12, 2002 the Company received
      waivers of a certain note payments due them from January 1 through April
      1, 2002, or $100,000 in the aggregate, until May 1, 2002, with a
      reaffirmation of continuing the scheduled note payments of $25,000 in the
      aggregate until paid, beginning June 1, 2002.


                                      F-34
<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        VIZACOM INC.



Dated: April 16, 2002                   By /s/ Vincent DiSpigno
                                          ---------------------
                                        Vincent DiSpigno
                                        Chief Executive Officer, President,
                                        Chairman of the Board
                                        (Principal Executive Officer)



Dated: April 16, 2002                   By: /s/ Alan W. Schoenbart
                                           -----------------------
                                        Alan W. Schoenbart
                                        Vice President - Finance, Treasurer
                                        and Chief Financial Officer
                                        (Principal Financial Officer)



In accordance with the requirements of the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant in the
capacities indicated, on the 16h day of April 2002.



          /s/ David N. Salav               Vice President and Director
----------------------------------------
              David N. Salav


          /s/ Paul J, Block                Executive Vice President and Director
----------------------------------------
              Paul J. Block


          /s/ Francis X. Murphy            Director
----------------------------------------
              Francis X. Murphy


          /s/ David A. Buckel              Director
----------------------------------------
              David A. Buckel


<PAGE>

                                  VIZACOM INC.
                                INDEX TO EXHIBITS

Exhibit
Number      Description of Exhibit
------      ----------------------

3.1         Composite of Certificate of Incorporation of the Company, as amended
            to date. (Incorporated by reference to Exhibit 3.1 to the Company's
            Current Report on Form 8-K (Date of Report: July 1, 1999)
            (Commission File Number: 1-14076), filed with the Commission on July
            15, 1999.)
3.2         By-laws of the Company, as amended. (Incorporated by reference to
            Exhibit 3.3 to the Company's Annual Report on Form 10-KSB
            (Commission File Number: 1-14076), for the year ended December 31,
            1997, filed with the Commission on April 16, 1998.)
4.1         Specimen Common Stock Certificate. (Incorporated by reference to
            Exhibit 4.1 to the Company's Annual Report on Form 10-KSB
            (Commission File Number: 1-14076), for the year ended December 31,
            1997, filed with the Commission on April 16, 1998.)
10.1        Company 2000 Equity Incentive Plan (Incorporated by reference to
            Exhibit 4 to the Company's Registration Statement on Form S-8
            (Registration Number: 333-46994) filed with the Commission on
            September 29, 2000.)
10.2        Company 1994 Long Term Incentive Plan, as amended to date.
            (Incorporated by reference to Exhibit 10.3 to the Company's Current
            Report on Form 8-K (Date of Report: July 1, 1999) (Commission File
            Number: 1-14076), filed with the Commission on July 15, 1999.)
10.3        Company Outside Director and Advisor Stock Option Plan, as amended
            to date. (Incorporated by reference to Exhibit 10.4 to the Company's
            Current Report on Form 8-K (Date of Report: July 1, 1999)
            (Commission File Number: 1-14076), filed with the Commission on July
            15, 1999.)
10.4        SPC 1989 Stock Plan. (Incorporated by reference to Exhibit 4.2 to
            the Company's Registration Statement on Form S-8 (Registration
            Number: 333-19509), filed with the Commission on January 10, 1997.)
10.5        SPC 1991 Stock Option Plan. (Incorporated by reference to Exhibit
            4.3 to the Company's Registration Statement on Form S-8
            (Registration Number: 333-19509), filed with the Commission on
            January 10, 1997.)
10.6        Form of Indemnification Agreement between the Registrant and its
            executive officers and directors. (Incorporated by reference to
            Exhibit 10.8 to the Company's Registration Statement on Form SB-2
            (Registration Number: 33-97184), filed with the Commission on
            September 21, 1995.)
10.7        Form of Underwriters' Purchase Option (Specimen). (Incorporated by
            reference to Exhibit 10.18 to the Company's Annual Report on Form
            10-KSB, for the year ended December 31, 1997, filed with the
            Commission on April 16, 1998.)
10.8        Rights Agreement, dated as of March 31, 1998, between the Company
            and American Stock Transfer & Trust Company. (Incorporated by
            reference to Exhibit 10.51 to the Company's Annual Report on Form
            10-KSB (Commission File Number: 1-14076), for the year ended
            December 31, 1997, filed with the Commission on April 16, 1998.)
10.9        Consulting Agreement between the Company and Target Capital Corp.
            (Incorporated by reference to Exhibit 10.1 to the Company's Current
            Report on Form 8-K (Date of Report: January 11, 1999) (Commission
            File Number: 1-14076), filed with the Commission on January 20,
            1999.)
10.10       Amendment, dated as of December 28, 2000, to the Consulting
            Agreement, dated as of December 17, 1998, between the Company,
            Target Capital Corp., and Yitz Grossman (Incorporated by reference
            to Exhibit 10.8 to the Company's Current Report on Form 8-K (Date of
            Report: January 10, 2001) (Commission File Number: 1-14076) filed
            with the Commission on January 11, 2001.)
10.11       Consulting Agreement, dated as of December 18, 1998, between the
            Company and Michel Ladovitch. (Incorporated by reference to Exhibit
            10.2 to the Company's Current Report on Form 8-K (Date of Report:
            January 11, 1999) (Commission File Number: 1-14076), filed with the
            Commission on January 20, 1999.)


<PAGE>

10.12       Warrant Certificate, with respect to 600,000 shares of Common Stock,
            registered in the name of Regency Investment Partners. (Incorporated
            by reference to Exhibit 10.7 to the Company's Current Report on Form
            8-K (Date of Report: January 11, 1999) (Commission File Number:
            1-14076), filed with the Commission on January 20, 1999.)
10.13       Letter Agreement, dated April 20, 1999, between the Company and
            Seafish Partners. (Incorporated by reference to Exhibit 10.1 to the
            Company's Quarterly Report on Form 10-QSB for the period ended March
            31, 1999 (Commission File Number 1-14076), filed with the Commission
            on May 20, 1999.)
10.14       Agreement, dated July 1, 1999, between the Company and Seafish
            Partners. (Incorporated by reference to Exhibit 10.1 to the
            Company's Current Report on Form 8-K (Date of Report: July 1, 1999)
            (Commission File Number: 1-14076), filed with the Commission on July
            15, 1999.)
10.15       Employment Agreement dated July 14, 1999, between Vizacom Inc. and
            Mark E. Leininger. (Incorporated by reference to Exhibit 10.2 to the
            Company's Current Report on Form 8-K (Date of Report: July 1, 1999)
            (Commission File Number: 1-14076), filed with the Commission on July
            15, 1999.)
10.16       Settlement and Release Agreement, dated as of January 15, 2001,
            between the Company and Mark E. Leininger (Incorporated by reference
            to Exhibit 10.1 to the Company's Current Report on Form 8-K (Date of
            Report: January 15, 2001) (Commission File Number: 1-14076) filed
            with the Commission on January 31, 2001.)
10.17       Agreement and Plan of Merger, dated as of February 15, 2000, among
            Vizacom Inc., RCAC Acquisition Corp., Renaissance Computer Art
            Center, Inc. and the former stockholders of Renaissance Computer Art
            Center, Inc. (Incorporated by reference to Exhibit 10.1 to the
            Company's Current Report on Form 8-K (Date of Report: February 15,
            2000) (Commission File Number: 1-14076), filed with the Commission
            on February 22, 2000.)
10.18       Escrow Agreement, dated as of February 15, 2000, among Vizacom Inc.,
            Renaissance Computer Art Center Inc., the former stockholders of
            Renaissance Computer Art Center, Inc., Andrew Edwards and Kaufman &
            Moomjian, LLC, as escrow agent. (Incorporated by reference to
            Exhibit 10.2 to the Company's Current Report on Form 8-K (Date of
            Report: February 15, 2000) (Commission File Number: 1-14076), filed
            with the Commission on February 22, 2000.)
10.19       Form of Lock-Up Agreement with former stockholders of Renaissance.
            (Incorporated by reference to Exhibit 10.3 to the Company's Current
            Report on Form 8-K (Date of Report: February 15, 2000) (Commission
            File Number: 1-14076), filed with the Commission on February 22,
            2000.)
10.20       Registration Rights Agreement, dated as of February 15, 2000,
            between Vizacom Inc., and each of the former stockholders of
            Renaissance Computer Art Center, Inc. (Incorporated by reference to
            Exhibit 10.4 to the Company's Current Report on Form 8-K (Date of
            Report: February 15, 2000) (Commission File Number: 1-14076), filed
            with the Commission on February 22, 2000.)
10.21       Employment Agreement, dated as of February 15, 2000, by and between
            Vizacom Inc. and Andrew Edwards. (Incorporated by reference to
            Exhibit 10.5 to the Company's Current Report on Form 8-K (Date of
            Report: February 15, 2000) (Commission File Number: 1-14076), filed
            with the Commission on February 22, 2000.)
10.22       Line of Credit Facility Agreement dated January 8, 2000, between
            Vizacom Inc. and Churchill Consulting. (Incorporated by reference to
            Exhibit 10.6 to the Company's Current Report on Form 8-K (Date of
            Report: February 15, 2000) (Commission File Number: 1-14076), filed
            with the Commission on February 22, 2000.)
10.23       Letter Agreement, dated March 15, 2000, by and between Vizacom Inc.
            and Churchill Consulting. (Incorporated by reference to Exhibit 10.7
            to the Company's Current Report on Form 8-K (Date of Report: March
            9, 2000) (Commission File Number: 1-14076), filed with the
            Commission on March 21, 2000.)
10.24       Line of Credit Note dated January 8, 2000, in the principal amount
            of $1,000,000 and payable to Churchill Consulting. (Incorporated by
            reference to Exhibit 10.7 to the Company's Current Report on Form
            8-K (Date of Report: February 15, 2000) (Commission File Number:
            1-14076), filed with the Commission on February 22, 2000.)


<PAGE>

10.25       Stock Acquisition Agreement, dated March 9, 2000, between Vizacom
            Inc. and the former stockholders of Junction 15 Limited.
            (Incorporated by reference to Exhibit 10.1 to the Company's Current
            Report on Form 8-K (Date of Report: March 9, 2000) (Commission File
            Number: 1-14076), filed with the Commission on March 21, 2000.)
10.26       Form of Lock-Up Agreement for use by directors of Junction 15
            Limited at the time of the acquisition. (Incorporated by reference
            to Exhibit 10.2 to the Company's Current Report on Form 8-K (Date of
            Report: March 9, 2000) (Commission File Number: 1-14076), filed with
            the Commission on March 21, 2000.)
10.27       Form of Lock-Up Agreement for use by non-directors of Junction 15
            Limited at the time of the acquisition. (Incorporated by reference
            to Exhibit 10.3 to the Company's Current Report on Form 8-K (Date of
            Report: March 9, 2000) (Commission File Number: 1-14076), filed with
            the Commission on March 21, 2000.)
10.28       Registration Rights Agreement, dated as of March 9, 2000, between
            Vizacom Inc., and each of the former shareholders of Junction 15
            Limited. (Incorporated by reference to Exhibit 10.4 to the Company's
            Current Report on Form 8-K (Date of Report: March 9, 2000)
            (Commission File Number: 1-14076), filed with the Commission on
            March 21, 2000.)
10.29       Agreement and Plan of Merger, dated as of February 28, 2000, among
            Vizacom Inc., PWR Acquisition Corp., PC Workstation Rentals, Inc.,
            d/b/a PWR Systems and the stockholders of PC Workstation Rentals,
            Inc. (Incorporated by reference to Exhibit 10.1 to the Company's
            Current Report on Form 8-K (Date of Report: March 27, 2000)
            (Commission File Number: 1-14076), filed with the Commission on
            April 2, 2000.)
10.30       Amendment No. 1 dated March 27, 2000, to Merger Agreement among
            Vizacom Inc., PWR Acquisition Corp., PC Workstation Rentals, Inc.,
            d/b/a PWR Systems and the shareholders of PC Workstation Rentals,
            Inc. (Incorporated by reference to Exhibit 10.2 to the Company's
            Current Report on Form 8-K (Date of Report: March 27, 2000)
            (Commission File Number: 1-14076), filed with the Commission on
            April 2, 2000.)
10.31       Amendment No. 2, dated January 10, 2001, to Merger Agreement among
            Company, PWR Systems, Inc., Vincent DiSpigno and David Salav
            (Incorporated by reference to Exhibit 10.1 to the Company's Current
            Report on Form 8-K (Date of Report: January 10, 2001) (Commission
            File Number: 1-14076), filed with the Commission on January 11,
            2001.)
10.32       Letter Agreement, dated March 27, 2000 among Vizacom Inc., PWR
            Acquisition Corp., PC Workstation Rentals, Inc., d/b/a PWR Systems
            and the stockholders of PC Workstation Rentals, Inc. (Incorporated
            by reference to Exhibit 10.1 to the Company's Current Report on Form
            8-K (Date of Report: March 27, 2000) (Commission File Number:
            1-14076), filed with the Commission on April 2, 2000.)
10.33       Convertible Note dated March 27, 2000, of Vizacom Inc. in the
            principal amount of $250,000 payable to Vincent DiSpigno.
            (Incorporated by reference to Exhibit 10.3 to the Company's Current
            Report on Form 8-K (Date of Report: March 27, 2000) (Commission File
            Number: 1-14076), filed with the Commission on April 2, 2000.)
10.34       Convertible Note dated March 27, 2000, of Vizacom Inc. in the
            principal amount of $250,000 payable to David Salav. (Incorporated
            by reference to Exhibit 10.4 to the Company's Current Report on Form
            8-K (Date of Report: March 27, 2000) (Commission File Number:
            1-14076), filed with the Commission on April 2, 2000.)
10.35       Lock-Up Agreement dated March 27, 2000, between Vizacom Inc. and
            Vincent DiSpigno. (Incorporated by reference to Exhibit 10.5 to the
            Company's Current Report on Form 8-K (Date of Report: March 27,
            2000) (Commission File Number: 1-14076), filed with the Commission
            on April 2, 2000.)
10.36       Lock-Up Agreement dated March 27, 2000, between Vizacom Inc. and
            David Salav. (Incorporated by reference to Exhibit 10.6 to the
            Company's Current Report on Form 8-K (Date of Report: March 27,
            2000) (Commission File Number: 1-14076), filed with the Commission
            on April 2, 2000.)


<PAGE>

10.37       Registration Rights Agreement dated March 27, 2000, among Vizacom
            Inc., Vincent DiSpigno and David Salav. (Incorporated by reference
            to Exhibit 10.7 to the Company's Current Report on Form 8-K (Date of
            Report: March 27, 2000) (Commission File Number: 1-14076), filed
            with the Commission on April 2, 2000.)
10.38       Employment Agreement dated March 27, 2000, between Vizacom Inc. and
            Vincent DiSpigno. (Incorporated by reference to Exhibit 10.8 to the
            Company's Current Report on Form 8-K (Date of Report: March 27,
            2000) (Commission File Number: 1-14076), filed with the Commission
            on April 2, 2000.)
10.39       Employment Agreement dated March 27, 2000, between Vizacom Inc. and
            David Salav. (Incorporated by reference to Exhibit 10.9 to the
            Company's Current Report on Form 8-K (Date of Report: March 27,
            2000) (Commission File Number: 1-14076), filed with the Commission
            on April 2, 2000.)
10.40       Form of Promissory Note, dated March 27, 2000, of PC Workstation
            Rentals, Inc. in the aggregate principal amount of $888,638 and
            payable to Vincent DiSpigno and David Salav. (Incorporated by
            reference to Exhibit 10.10 to the Company's Current Report on Form
            8-K (Date of Report: March 27, 2000) (Commission File Number:
            1-14076), filed with the Commission on April 2, 2000.)
10.41       Form of new Promissory Note, dated January 10, 2001, of PWR Systems,
            Inc. in the aggregate principal amount of $393,494.62 and payable to
            Vincent DiSpigno and David Salav. (Incorporated by reference to
            Exhibit 10.41 to the Company's December 31, 2000 Form 10-KSB
            Commission File Number: 1-14076), filed with the Commission on April
            2, 2001)
10.42       Promissory Note issued by PWR to The Chase Manhattan Bank dated
            January 30, 2001. (Incorporated by reference to Exhibit 10.42 to the
            Company's December 31, 2000 Form 10-KSB Commission File Number:
            1-14076), filed with the Commission on April 2, 2001)
10.43       Promissory Note issued by PWR to The Chase Manhattan Bank dated
            December 22, 2000. (Incorporated by reference to Exhibit 10.43 to
            the Company's December 31, 2000 Form 10-KSB Commission File Number:
            1-14076), filed with the Commission on April 2, 2001)
10.44       Security Agreement between PWR and The Chase Manhattan Bank dated
            March 31, 1999. (Incorporated by reference to Exhibit 10.7 to the
            Company's Quarterly Report on Form 10-Q for the period ended
            September 30, 2000 (Commission File Number: 1-14076) filed with the
            Commission on November 16, 2000.)
10.45       Company guaranty of Chase notes dated April 3, 2000. (Incorporated
            by reference to Exhibit 10.8 to the Company's Quarterly Report on
            Form 10-Q for the period ended September 30, 2000 (Commission File
            Number: 1-14076) filed with the Commission on November 16, 2000.)
10.46       Agreement for Wholesale Financing (Security Agreement) dated August
            25, 2000 between IBM Credit Corporation and PWR Systems, Inc.
            (Incorporated by reference to Exhibit 10.9 to the Company's
            Quarterly Report on Form 10-Q for the period ended September 30,
            2000 (Commission File Number: 1-14076) filed with the Commission on
            November 16, 2000.)
10.47       Guaranty, dated August 23, 2000, by the Company of Security
            Agreement, dated August 25, 2000 between IBM Credit Corporation and
            PWR Systems, Inc. (Incorporated by reference to Exhibit 10.10 to the
            Company's Quarterly Report on Form 10-Q for the period ended
            September 30, 2000 (Commission File Number: 1-14076) filed with the
            Commission on November 16, 2000.)
10.48       Consulting Agreement, dated as of January 28, 2000, between Vizacom
            Inc., Arel AMG, Inc., and Charles S. Lazar (Incorporated by
            reference to Exhibit 10.49 to the Company's Annual Report on Form
            10-KSB for the year ended December 31, 1999 (Commission File Number:
            1-14076) filed with the Commission on April 14, 2000.)
10.49       Consulting Agreement, dated as of November 28, 2000, between Morgan
            J. Wilbur and the Company (Incorporated by reference to Exhibit 10.4
            to the Company's Current Report on Form 8-K (Date of Report: January
            10, 2001)(Commission File Number: 1-14076), filed with the
            Commission on January 11, 2001.)
10.50       Consulting Agreement, dated as of December 31, 2000, between the
            Company and Triple Crown Consulting (Incorporated by reference to
            Exhibit 10.2 to the Company's Current Report on Form 8-K (Date of
            Report: January 10, 2001)(Commission File Number: 1-14076), filed
            with the Commission on January 11, 2001.)


<PAGE>

10.51       Escrow Agreement, dated as of December 31, 2000, among the Company,
            Triple Crown Consulting, and Kaufman & Moomjian, LLC, as escrow
            agent (Incorporated by reference to Exhibit 10.3 to the Company's
            Current Report on Form 8-K (Date of Report: January 10,
            2001)(Commission File Number: 1-14076), filed with the Commission on
            January 11, 2001.)
10.52       Consulting Agreement, dated as of January 15, 2001, between SOS
            Resource Services, Inc. and the Company (Incorporated by reference
            to Exhibit 10.2 to the Company's Current Report on Form 8-K (Date of
            Report: January 15, 2001)(Commission File Number: 1-14076), filed
            with the Commission on January 30, 2001.)
10.53       Lock-Up Agreement, dated as of January 15, 2001, between SOS
            Resource Services, Inc. and the Company. (Incorporated by reference
            to Exhibit 10.3 to the Company's Current Report on Form 8-K (Date of
            Report: January 15, 2001)(Commission File Number: 1-14076), filed
            with the Commission on January 30, 2001.)
10.54       Lease, dated December 9, 1998, between Burtson Realty Co. and P.C.
            Workstation Rentals, Inc. d/b/a PWR Systems, Inc. (Incorporated by
            reference to Exhibit 10.54 to the Company's Annual Report on Form
            10-KSB for the year ended December 31, 2000 (Commission File Number
            1-14076) filed with the Commission on April 2, 2001).
10.55       Lease, dated June 1, 2000, between Spacely LLC and PWR Systems, Inc.
            (Incorporated by reference to Exhibit 10.1 to the Company's
            Quarterly Report on Form 10-QSB for the period ended June 30, 2000
            (Commission File Number 1-14076) filed with the Commission on August
            14, 2000).
10.56       Escrow Agreement, dated as of November 28, 2000, among Morgan J.
            Wilbur, Vizacom Inc., and Kaufman & Moomjian, LLC, as escrow agent.
            (Incorporated by reference to Exhibit 10.5 to the Company's Current
            Report on Form 8-K (Date of Report: January 10, 2001) (Commission
            File No. 1-14076), filed with the commission on January, 11, 2001.)
10.57       Financial Advisory and Investment Banking Agreement, dated as of
            January 2, 2001, between Salomon Grey Financial Corporation and
            Vizacom Inc. (Incorporated by reference to Exhibit 10.6 to the
            Company's Current Report on Form 8-K (Date of Report: January 10,
            2001) (Commission File No. 1-14076), filed with the commission on
            January, 11, 2001.)
10.58       Escrow Agreement, dated as of January 2, 2001, among Salomon Grey
            Financial Corporation, Vizacom Inc., and Kaufman & Moomjian, LLC, as
            escrow agent. (Incorporated by reference to Exhibit 10.7 to the
            Company's Current Report on Form 8-K (Date of Report: January 10,
            2001) (Commission File No. 1-14076), filed with the commission on
            January, 11, 2001.)
10.59       Share Acquisition Agreement, dated March 31, 2001, between Vizacom
            Inc. and GW 313 Limited. (Incorporated by reference to Exhibit 10.1
            to the Company's Current Report on Form 8-K (Date of Report: March
            31, 2001) (Commission File No. 1-14076), filed with the commission
            on April 12, 2001.)
10.60       Software License Agreement, dated as of March 31, 2001, between
            Software Publishing Corporation and Serif (Europe) Limited.
            (Incorporated by reference to Exhibit 10.2 to the Company's Current
            Report on Form 8-K (Date of Report: March 31, 2001) (Commission File
            No. 1-14076), filed with the commission on April 12, 2001.)
10.61       Bill of Sale and Assignment and Assumption Agreement, dated as of
            March 31, 2001, among Vizacom Inc., Serif (Europe) Limited, Serif
            Inc., Serif GmbH, Dialog 24 Limited, Software Publishing Corporation
            and Dialog24 Inc. (Incorporated by reference to Exhibit 10.3 to the
            Company's Current Report on Form 8-K (Date of Report: March 31,
            2001) (Commission File No. 1-14076), filed with the commission on
            April 12, 2001.)
10.62       Promissory Note of Serif Inc. dated March 31, 2001, in favor of
            Vizacom Inc. (Incorporated by reference to Exhibit 10.4 to the
            Company's Current Report on Form 8-K (Date of Report: March 31,
            2001) (Commission File No. 1-14076), filed with the commission on
            April 12, 2001.)
10.63       Charge over Shares, dated March 31, 2001, between Vizacom Inc. and
            GW 313 Limited. (Incorporated by reference to Exhibit 10.5 to the
            Company's Current Report on Form 8-K (Date of Report: March 31,
            2001) (Commission File No. 1-14076), filed with the commission on
            April 12, 2001.)
10.64       Guarantee, dated March 31, 2001, between Vizacom Inc. and GW 313
            Limited. (Incorporated by reference to Exhibit 10.6 to the Company's
            Current Report on Form 8-K (Date of Report: March 31, 2001)
            (Commission File No. 1-14076), filed with the commission on April
            12, 2001.)
10.65       Sublease Termination Agreement between SK Telecom International,
            Inc. and Vizacom Inc. dated as of March 27, 2001. (Incorporated by
            reference to Exhibit 10.1 to the Company's Quarterly Report on Form
            10-QSB for the period ended March 31, 2001 (Commission File No.
            1-14076), filed with the Commission on May 15, 2001.)
10.66       Promissory Note between The Chase Manhattan Bank and PWR Systems
            Inc. dated April 13, 2001. (Incorporated by reference to Exhibit
            10.2 to the Company's Quarterly Report on Form 10-QSB for the period
            ended March 31, 2001 (Commission File No. 1-14076), filed with the
            Commission on May 15, 2001.)
10.67       Agreement of Subordination and Assignment in favor of The Chase
            Manhattan Bank, by Vizacom Inc. and Vincent DiSpigno dated April 13,
            2001. (Incorporated by reference to Exhibit 10.3 to the Company's

<PAGE>

            Quarterly Report on Form 10-QSB for the period ended March 31, 2001
            (Commission File No. 1-14076), filed with the Commission on May 15,
            2001.)
10.68       Agreement of Subordination and Assignment in favor of The Chase
            Manhattan Bank, by Vizacom Inc. and David N. Salav dated April 13,
            2001. (Incorporated by reference to Exhibit 10.4 to the Company's
            Quarterly Report on Form 10-QSB for the period ended March 31, 2001
            (Commission File No. 1-14076), filed with the Commission on May 15,
            2001.)
10.69       Guaranty, dated April 13, 2001, executed by Vincent DiSpigno.
            (Incorporated by reference to Exhibit 10.5 to the Company's
            Quarterly Report on Form 10-QSB for the period ended March 31, 2001
            (Commission File No. 1-14076), filed with the Commission on May 15,
            2001.)
10.70       Guaranty, dated April 13, 2001, executed by David N. Salav.
            (Incorporated by reference to Exhibit 10.6 to the Company's
            Quarterly Report on Form 10-QSB for the period ended March 31, 2001
            (Commission File No. 1-14076), filed with the Commission on May 15,
            2001.)
10.71       Waiver Agreement, dated April 13, 2001, executed David N. Salav.
            (Incorporated by reference to Exhibit 10.7 to the Company's
            Quarterly Report on Form 10-QSB for the period ended March 31, 2001
            (Commission File No. 1-14076), filed with the Commission on May 15,
            2001.)
10.72       Waiver Agreement, dated April 13, 2001, executed Vincent DiSpigno.
            (Incorporated by reference to Exhibit 10.8 to the Company's
            Quarterly Report on Form 10-QSB for the period ended March 31, 2001
            (Commission File No. 1-14076), filed with the Commission on May 15,
            2001.
10.73       Guaranty, dated April 13, 2001, executed by Vizacom Inc.
            (Incorporated by reference to Exhibit 10.9 to the Company's
            Quarterly Report on Form 10-QSB for the period ended March 31, 2001
            (Commission File No. 1-14076), filed with the Commission on May 15,
            2001.
10.74       Closing Agreement between the Internal Revenue Service and Software
            Publishing Corporation last dated May 11, 2001. (Incorporated by
            reference to Exhibit 10.1 to the Company's Quarterly Report on Form
            10-QSB for the period ended June 30, 2001 (Commission File No.
            1-14076), filed with the Commission on August 13, 2001.)
10.75       Promissory Note dated June 20, 2001, by PWR Systems, Inc. in favor
            of The Chase Manhattan Bank. (Incorporated by reference to Exhibit
            10.2 to the Company's Quarterly Report on Form 10-QSB for the period
            ended June 30, 2001 (Commission File No. 1-14076), filed with the
            Commission on August 13, 2001.)
10.76       Amendment No. 1, dated as of June 29, 2001, to Consulting Agreement,
            dated as of October 20, 1999, between Vizacom Inc. and Sinclaire
            International. (Incorporated by reference to Exhibit 10.3 to the
            Company's Quarterly Report on Form 10-QSB for the period ended June
            30, 2001 (Commission File No. 1-14076), filed with the Commission on
            August 13, 2001.)
10.77       Letter of Intent between Vizacom Inc. and SpaceLogix, Inc.
            (Incorporated by reference to Exhibit 10.1 to the Company's Current
            Report on Form 8-K (Date of Report: October 10, 2001) (Commission
            File No. 1-14076), filed with the commission on October 19, 2001.)
10.78       Settlement and General Release Agreement, dated as of September 28,
            2001, between Vizacom and EarlyBirdCapital.com, Inc. (Incorporated
            by reference to Exhibit 10.2 to the Company's Current Report on Form
            8-K (Date of Report: October 10, 2001) (Commission File No.
            1-14076), filed with the commission on October 19, 2001.)
10.79       Liability Reduction Agreement dated as of September 30, 2001,
            between Vizacom and Kaufman & Moomjian, LLC. (Incorporated by
            reference to Exhibit 10.3 to the Company's Current Report on Form
            8-K (Date of Report: October 10, 2001) (Commission File No.
            1-14076), filed with the commission on October 19, 2001.)
10.80       Letter Agreement, dated September 30, 2001, between Vizacom and
            Kaufman & Moomjian, LLC. (Incorporated by reference to Exhibit 10.4
            to the Company's Current Report on Form 8-K (Date of Report: October
            10, 2001) (Commission File No. 1-14076), filed with the commission
            on October 19, 2001.)
10.81       Promissory Note dated September 30, 2001, payable to Kaufman &
            Moomjian. (Incorporated by reference to Exhibit 10.5 to the
            Company's Current Report on Form 8-K (Date of Report: October 10,
            2001) (Commission File No. 1-14076), filed with the commission on
            October 19, 2001.)
10.82       Security Agreement, dated as of September 30, 2001, between Vizacom
            and Kaufman & Moomjian. (Incorporated by reference to Exhibit 10.6
            to the Company's Current Report on Form 8-K (Date of Report: October
            10, 2001) (Commission File No. 1-14076), filed with the commission
            on October 19, 2001.)
10.83       Amendment No. 3, dated as of September 28, 2001, to the Agreement
            and Plan of Merger, dated as of February 28, 2000, among Vizacom,
            PWR Acquisition Corp., PC Workstation Rentals, Inc., d/b/a PWR
            Systems, David N. Salav and Vincent DiSpigno. (Incorporated by
            reference to Exhibit 10.7 to the Company's Current Report on Form
            8-K (Date of Report: October 10, 2001) (Commission File No.
            1-14076), filed with the commission on October 19, 2001.)


<PAGE>

10.84       Amendment No. 1, dated as of September 28, 2001, to Employment
            Agreement, dated as of March 27, 2000, between Vizacom and David N.
            Salav. (Incorporated by reference to Exhibit 10.8 to the Company's
            Current Report on Form 8-K (Date of Report: October 10, 2001)
            (Commission File No. 1-14076), filed with the commission on October
            19, 2001.)
10.85       Amendment No. 1, dated as of September 28, 2001, to Employment
            Agreement, dated as of March 27, 2000, between Vizacom and Vincent
            DiSpigno. (Incorporated by reference to Exhibit 10.9 to the
            Company's Current Report on Form 8-K (Date of Report: October 10,
            2001) (Commission File No. 1-14076), filed with the commission on
            October 19, 2001.)
10.86       Security Agreement, dated as of September 28, 2001, between Vizacom
            and David N. Salav and Vincent DiSpigno. (Incorporated by reference
            to Exhibit 10.10 to the Company's Current Report on Form 8-K (Date
            of Report: October 10, 2001) (Commission File No. 1-14076), filed
            with the commission on October 19, 2001.)
10.87       Promissory Note, dated as of September 28, 2001, payable by PWR
            Systems, Inc. to Vincent DiSpigno. (Incorporated by reference to
            Exhibit 10.11 to the Company's Current Report on Form 8-K (Date of
            Report: October 10, 2001) (Commission File No. 1-14076), filed with
            the commission on October 19, 2001.)
10.88       Promissory Note, dated as of September 28, 2001, payable by PWR
            Systems, Inc. to David Salav. (Incorporated by reference to Exhibit
            10.12 to the Company's Current Report on Form 8-K (Date of Report:
            October 10, 2001) (Commission File No. 1-14076), filed with the
            commission on October 19, 2001.)
10.89       Loan Agreement dated September 14, 2001 between Vizacom and
            SpaceLogix, Inc. (Incorporated by reference to Exhibit 10.13 to the
            Company's Quarterly Report on Form 10-QSB for the period ended
            September 30, 2001 (Commission File No. 1-14076), filed with the
            Commission on November 7, 2001.)
10.90       Promissory Note in the aggregate principal amount of $650,000
            payable by Vizacom to SpaceLogix, Inc. (Incorporated by reference to
            Exhibit 10.14 to the Company's Quarterly Report on Form 10-QSB for
            the period ended September 30, 2001 (Commission File No. 1-14076),
            filed with the Commission on November 7, 2001.)
10.91       Security Agreement dated September 14, 2001 between Vizacom and
            SpaceLogix, Inc. (Incorporated by reference to Exhibit 10.15 to the
            Company's Quarterly Report on Form 10-QSB for the period ended
            September 30, 2001 (Commission File No. 1-14076), filed with the
            Commission on November 7, 2001.
10.92       Amendment No.1 dated October 15, 2001 to SpaceLogix Loan Agreement.
            (Incorporated by reference to Exhibit 10.16 to the Company's
            Quarterly Report on Form 10-QSB for the period ended September 30,
            2001 (Commission File No. 1-14076), filed with the Commission on
            November 7, 2001.)
10.93       Amendment No.1 dated October 15, 2001 to SpaceLogix Security
            Agreement. (Incorporated by reference to Exhibit 10.17 to the
            Company's Quarterly Report on Form 10-QSB for the period ended
            September 30, 2001 (Commission File No. 1-14076), filed with the
            Commission on November 7, 2001.)
10.94       Promissory Note dated November 20, 2001, in the aggregate principal
            amount of $1,214,171.88 issued by PWR Systems, Inc. in favor of
            JPMorgan Chase Bank. (Incorporated by reference to Exhibit 10.1 to
            the Company's Current Report on Form 8-K (Date of Report: November
            19, 2001) (Commission File No. 1-14076), filed with the commission
            on November 21, 2001.)
10.95       Assignment dated November 20, 2001, of Vizacom Inc. in favor of
            JPMorgan Chase Bank. (Incorporated by reference to Exhibit 10.2 to
            the Company's Current Report on Form 8-K (Date of Report: November
            19, 2001) (Commission File No. 1-14076), filed with the commission
            on November 21, 2001.)
10.96       Guaranty, dated November 20, 2001, by Software Publishing
            Corporation in favor of JPMorgan Chase Bank. (Incorporated by
            reference to Exhibit 10.3 to the Company's Current Report on Form
            8-K (Date of Report: November 19, 2001) (Commission File No.
            1-14076), filed with the commission on November 21, 2001.)
10.97       Security Agreement dated November 20, 2001, by Software Publishing
            Corporation in favor of JPMorgan Chase Bank. (Incorporated by
            reference to Exhibit 10.4 to the Company's Current Report on Form
            8-K (Date of Report: November 19, 2001) (Commission File No.
            1-14076), filed with the commission on November 21, 2001.)
10.98       Intercreditor Agreement dated November 20, 2001, by and among
            SpaceLogix, Inc., Kaufman & Moomjian, LLC, David N. Salav and
            Vincent DiSpigno. (Incorporated by reference to Exhibit 10.5 to the
            Company's Current Report on Form 8-K (Date of Report: November 19,
            2001) (Commission File No. 1-14076), filed with the commission on
            November 21, 2001.)
10.99       Agreement and Plan of Merger dated November 19, 2001, by and among
            Vizacom Inc., SpaceLogix, Inc. and SpaceLogix Acquisition Corp.
            (Incorporated by reference to Exhibit 10.6 to the Company's Current
            Report on Form 8-K (Date of Report: November 19, 2001) (Commission
            File No. 1-14076), filed with the commission on November 21, 2001.)
10.100      Voting Agreement dated November 19, 2001, by and among Vizacom Inc.,
            David N. Salav, Vincent DiSpigno, and Neil M. Kaufman. (Incorporated
            by reference to Exhibit 10.7 to the Company's Current Report on Form
            8-K (Date of Report: November 19, 2001) (Commission File No.
            1-14076), filed with the


<PAGE>

            commission on November 21, 2001.)
10.101      Form of Registration Rights Agreement, dated December 28, 2001
            between Vizacom Inc. and certain former stockholders of SpaceLogix,
            Inc. (Incorporated by reference to Exhibit 10.1 to the Company's
            Current Report on Form 8-K (Date of Report: December 28, 2001)
            (Commission File No. 1-14076), filed with the commission on January
            14, 2002.)
10.102      Employment Agreement dated December 28, 2001, between Vizacom Inc.
            and Paul Block. (Incorporated by reference to Exhibit 10.2 to the
            Company's Current Report on Form 8-K (Date of Report: December 28,
            2001) (Commission File No. 1-14076), filed with the commission on
            January 14, 2002.)
10.103      Escrow Agreement, dated December 28, 2001, among Vizacom Inc.,
            certain former stockholders of SpaceLogix, Inc., Trautman Wasserman
            Holding Company, Inc. and Borstein & Sheinbaum, as escrow agent.
            (Incorporated by reference to Exhibit 10.3 to the Company's Current
            Report on Form 8-K (Date of Report: December 28, 2001) (Commission
            File No. 1-14076), filed with the commission on January 14, 2002.)
10.104      Note Payment Deferral Agreement, dated December 28, 2001, between
            Vizacom Inc. and Kaufman & Moomjian, LLC. (Incorporated by reference
            to Exhibit 10.4 to the Company's Current Report on Form 8-K (Date of
            Report: December 28, 2001) (Commission File No. 1-14076), filed with
            the commission on January 14, 2002.)
10.105      Note Payment Deferral Agreement, dated December 28, 2001, between
            PWR Systems, Inc. and Vincent DiSpigno. (Incorporated by reference
            to Exhibit 10.5 to the Company's Current Report on Form 8-K (Date of
            Report: December 28, 2001) (Commission File No. 1-14076), filed with
            the commission on January 14, 2002.)
10.106      Note Payment Deferral Agreement, dated December 28, 2001, between
            PWR Systems, Inc. and David N. Salav. (Incorporated by reference to
            Exhibit 10.6 to the Company's Current Report on Form 8-K (Date of
            Report: December 28, 2001) (Commission File No. 1-14076), filed with
            the commission on January 14, 2002.)
10.107      Settlement and General Release Agreement, dated as of November 20,
            2001, among Vizacom Inc., Renaissance Multimedia, Inc. and Andrew
            Edwards. (Incorporated by reference to Exhibit 10.7 to the Company's
            Current Report on Form 8-K (Date of Report: December 28, 2001)
            (Commission File No. 1-14076), filed with the commission on January
            14, 2002.)
10.108      Promissory Note, dated November 20, 2001, issued by Vizacom Inc. in
            favor of Andrew Edwards. (Incorporated by reference to Exhibit 10.8
            to the Company's Current Report on Form 8-K (Date of Report:
            December 28, 2001) (Commission File No. 1-14076), filed with the
            commission on January 14, 2002.)
10.109      Registration Rights Agreement dated November 20, 2001, between
            Vizacom Inc. and Andrew Edwards. (Incorporated by reference to
            Exhibit 10.9 to the Company's Current Report on Form 8-K (Date of
            Report: December 28, 2001) (Commission File No. 1-14076), filed with
            the commission on January 14, 2002.)
10.110      Lock-up Agreement, dated November 20, 2001, between Vizacom Inc. and
            Andrew Edwards. (Incorporated by reference to Exhibit 10.10to the
            Company's Current Report on Form 8-K (Date of Report: December 28,
            2001) (Commission File No. 1-14076), filed with the commission on
            January 14, 2002.)
10.111      Sublease between Vance Personnel Agency, Inc. and SpaceLogix dated
            December 18, 2001, for portions of 9th and 13th  floors at 12 East
            41st Street, New York, NY.*
10.112      Settlement Agreement dated April 9, 2002 and Mutual Release of
            Claims, between Community Towers, LLC and Software Publishing
            Corporation and Vizacom.*
10.113      Surrender Agreement dated December 14, 2001 between Spacely LLC and
            PWR Systems, relating to Suite T-102, Long Island Technology Center,
            3500 Sunrise Highway, Islip, NY.*
10.114      Lease dated December 15, 2001 between Spacely LLC and PWR Systems,
            relating to Suite T-115, Long Island Technology Center, 3500 Sunrise
            Highway, Islip, NY.*
10.115      Employment Termination Agreement dated January 30, 2002 between
            Edison Chae and SpaceLogix.*
21.         Subsidiaries of the Company. (Incorporated by reference to Exhibit
            21 to the Company's December 31, 2000 Form 10-KSB Commission File
            Number: 1-14076), filed with the Commission on April 2, 2001)
23.1        Consent of Richard A. Eisner & Company, LLP.*
23.2        Consent of Ernst & Young LLP.*

----------
* Filed herewith