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

                                   FORM 10-KSB/A

(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, 1999
     [ ]  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.)

          Glenpointe Centre East,
  300 Frank W. Burr Boulevard - 7th Floor
            Teaneck, New Jersey                          07666
(Address of principal executive offices)               (Zip Code)

Issuer's telephone number:  (201) 928-1001

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. [ ]

     State issuer's net revenues for its most recent fiscal year:  $19,891,357

     The aggregate  market value of the voting stock held by  non-affiliates  of
the registrant was $61,616,465, at March 31, 2000, based on the last bid price
of the  Common  Stock on such date of $6 - 1/8 per  share,  as  reported  by The
Nasdaq Stock Market, Inc.

     As of March 31, 2000, there were a total of 11,882,539 shares of the Common
Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE


<PAGE>

     Vizacom Inc. (the "Company") is filing this amendment on Form 10-KSB/A to
its Annual Report on Form 10-KSB for the year ended December 31, 1999 to give
effect to the reissuance of the report of independent auditors relating to the
1999 financial statements of one of the Company's wholly owned subsidiaries,
Serif (Europe) Limited, and the resulting reissuance of the independent
auditors' report relating to the 1999 financial statements of the Company, that
relies on the Serif report.  This amendment also includes additional disclosure
relating to the financial condition of the Company and Serif in footnote No. 16
to the Company's 1999 financial statements.

ITEM 7.  FINANCIAL STATEMENTS.

     We set forth  below a list of the  financial  statements  of  Vizacom  Inc.
included in this Annual Report.

Item                                                                      Page
----                                                                      -----
Independent Auditors' Reports. . . . . . . . . . . . . . . . . . . . . . . F-2
Consolidated Balance Sheet at December 31, 1999. . . . . . . . . . . . . . F-4
Consolidated Statements of Operations for the years ended
 December 31, 1999 and 1998. . . . . . . . . . . . . . . . . . . . . . . . F-5
Consolidated Statements of Stockholders' Equity for the
 years ended December 31, 1999 and 1998. . . . . . . . . . . . . . . . . . F-6
Consolidated Statements of Cash Flows for the years ended
 December 31, 1999 and 1998. . . . . . . . . . . . . . . . . . . . . . . . F-7
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . F-8

     We set  forth  below  a list of the  financial  statements  of
Renaissance Computer Art Center, Inc., d/b/a Renaissance Multimedia,
included in this Annual Report .

Item                                                                      Page
----                                                                      -----
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . F-27
Balance Sheet at December 31, 1999 . . . . . . . . . . . . . . . . . . . . F-28
Statement of Operations and Retained Earnings for the
 year ended December 31, 1999. . . . . . . . . . . . . . . . . . . . . . . F-29
Statement of Cash Flows for the year ended December 31, 1999 . . . . . . . F-30
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . F-31

     We set  forth  below a list of the  financial  statements  of
Junction  15 Limited included in this Annual Report.

Item                                                                      Page
----                                                                      -----
Directors' Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-36
Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-39
Profit and Loss Account for the year ended 31 December 1999. . . . . . . . F-40
Balance Sheet as at December 31, 1999. . . . . . . . . . . . . . . . . . . F-41
Cash Flow Statement for the year ended 31 December 1999. . . . . . . . . . F-42
Notes to the Cash Flow Statement . . . . . . . . . . . . . . . . . . . . . F-43
Notes to the Financial Statements. . . . . . . . . . . . . . . . . . . . . F-44

     We set forth below a list of the financial statements of P. C.
Workstation Rentals, Inc., d/b/a PWR Systems, and Storageland, Inc.
included in this Annual Report.

Item                                                                      Page
----                                                                      -----
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . F-51
Combined Balance Sheets at December 31, 1999 and 1998. . . . . . . . . . . F-52
Combined Statement of Operations and Retained Earnings for
 the years ended December 31, 1999 and 1998. . . . . . . . . . . . . . . . F-53
Statements of Combined Cash Flows for the years ended
 December 31, 1999 and 1998. . . . . . . . . . . . . . . . . . . . . . . . F-54
Notes to Combined Financial Statements . . . . . . . . . . . . . . . . . . F-55


                                      -2-

<PAGE>

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(A)     EXHIBITS.

        Set forth below are all exhbitis to this Annual Report:

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 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.)
10.2      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.)
10.3      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.)
10.4      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.)
10.5      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.)
10.6      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.)
10.7      Registration  Rights  Agreement,  dated July 31,  1996,  between the
          Company and the former stockholders  of Serif Inc. and Serif (Europe)
          Limited.  (Incorporated by reference to Exhibit 10.31 to the Company's
          Current  Report on Form 8-K (Date of Report:  July 31,  1996)
          (Commission File Number: 1-14076), filed with the Commission on August
          13, 1996.)
10.8      Lease Agreement, dated September 7, 1995, between Community Towers LLC
          and the Company,  for facilities located at 111 North Market Street,
          San Jose, California.  (Incorporated  by  reference  to  Exhibit 10.22
          to  Software Publishing  Corporation's  Annual  Report  on Form 10-K
          (Commission  File Number: 0-14025), for the fiscal year ended
          September 30, 1995, filed with the Commission on December 29, 1995.)
10.9      Option, dated October 23, 1997, issued to Ronald L. Altman.
          (Incorporated by reference to Exhibit 10.53 to the Company's Quarterly
          Report on Form 10-QSB  (Commission  File Number: 1-14076),  for the
          quarter  ended  September  30,  1997,  filed  with the Commission  on
          November 14,  1997.)
10.10     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.)
10.11     Warrant,  dated April 7, 1998, registered in the name of Boru
          Enterprises,  Inc.,  with respect to 50,000 shares of Common Stock
          (before giving  effect to the  Company's  one-for-three  reverse stock
          split made

                                      -3-
<PAGE>


          effective May 27, 1998).  (Incorporated  by reference to Exhibit 10.54
          to the Company's  Quarterly  Report on Form 10-QSB (Commission  File
          Number: 1-14076),  for the quarter ended March 31, 1998, filed with
          the Commission on May 13, 1998.)
10.12     Stock Exchange Agreement, dated December 15, 1998, between the Company
          and Seafish  Partners.  (Incorporated  by reference to Exhibit 10.2 to
          the Company's Current Report on Form 8-K (Date of Report: December 15,
          1998)  (Commission  File  Number:  1-14076),  filed with the
          Commission on December 16, 1998.)
10.13     Letter Agreement, dated January 4, 1999, between the Company and
          Seafish Partners. (Incorporated by reference to  Exhibit  10.3 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.)
10.14     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.)
10.15     Consulting  Agreement  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.)
10.16     Warrant  Certificate,  with respect to 520,000  shares of Common
          Stock, registered in the name of Target Capital Corp. (Incorporated
          by reference to Exhibit 10.5 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.)
10.17     Warrant Certificate,  with respect to 120,000 shares of Common Stock,
          registered in the name of United Krasna Organizations. (Incorporated
          by reference to Exhibit 10.6 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.)
10.18     Warrant  Certificate,  with respect to 260,000 shares of Common Stock,
          registered  in the name of  Seafish  Partners. (Incorporated by
          reference to Exhibit 10.8 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.)
10.19     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.)
10.20     Letter  Agreement,  dated  December 17, 1998, between the Company Marc
          E. Jaffe. (Incorporated by reference to Exhibit 10.4 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.)
10.21     Advice of Borrowing  Terms,  dated December 29, 1998, between Serif
          (Europe) Limited and National Westminster Bank PLC, and Mortgage
          Debenture,  dated  October 9, 1989,  between Serif (Europe)  Limited
          and  National  Westminster  Bank PLC.  (Incorporated  by reference to
          Exhibit 10.45 to the  Company's  Annual Report on Form 10-KSB
          for the year ended  December 31, 1998  (Commission  File Number
          1-14076), filed with the  Commission  on April 15,  1999.)
10.22     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.)
10.23     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.)
10.24     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.)
10.25     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

                                      -4-
<PAGE>


          (Date of Report: February 15, 2000)  (Commission File Number:
          1-14076),  filed with the Commission  on February 22, 2000.)
10.26     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.)
10.27     Form of Lock-Up  Agreement.  (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.)
10.28     Registration  Rights  Agreement,  dated as of February 15, 2000, among
          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.)
10.29     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.)
10.30     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.)
10.31     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.)
10.32     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.)
10.33     Warrant Certificate, dated February 17, 2000, registered in the name
          of Churchill Consulting. (Incorporated by reference to Exhibit 10.8 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.)
10.34     Stock Acquisition  Agreement,  dated March 9, 2000, among 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.)
10.35     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.)
10.36     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.)
10.37     Registration  Rights Agreement,  dated as of March 9, 2000, among
          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.)
10.38     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

                                      -5-
<PAGE>


          (Date of Report:  March 27, 2000) (Commission File Number:  1-14076),
          filed with the Commission on April 2, 2000.)
10.39     Amendment No. 1 to Merger  Agreement,  dated March 27, 2000,
          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.)
10.40     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.)
10.41     Convertible  Note,  dated March 27, 2000, of Vizacom Inc. in the
          principal  amount  of  $250,000  and  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.)
10.42     Convertible Note,  dated March 27, 2000,  of Vizacom Inc. in the
          principal  amount of $250,000 and 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.)
10.43     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.)
10.44     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.)
10.45     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.)
10.46     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.)
10.47     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.)
10.48     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.)
10.49     Consulting Agreement,  dated as of January 28, 2000, between Vizacom
          Inc., Arel AMG,  Inc.,  and Charles S. Lazar.
10.50     Warrant  Certificate,  with respect to 100,000  shares of our common
          stock,  registered in the name of Arel AMG, Inc.*
10.51     Warrant Certificate, with respect to 40,000 shares of our common
          stock,  registered in the name of Arel AMG, Inc.*
10.52     Warrant Certificate, with respect to 70,000 shares of our common
          stock, registered in the name of Arel AMG, Inc.*
10.53     Warrant  Certificate,  with respect to 90,000  shares of our common
          stock,  registered  in the name of Arel AMG, Inc.*
10.54     Warrant  Certificate,  with  respect to 50,000  shares of our
          common  stock,  registered  in the name of Arel AMG, Inc.*

                                      -6-
<PAGE>


10.55     Warrant Certificate,   with  respect  to  150,000  shares  of  our
          common  stock, registered in the name of Arel AMG, Inc.*
10.56     Warrant  Certificate,  with respect to 150,000  shares of our common
          stock,  registered in the name of Arel AMG, Inc.*
10.57     Distribution and Marketing Agreement,  dated July 27, 1999,  between
          Nova Development  Corporation and all Serif subsidiaries of
          Vizacom Inc.*
21        Subsidiaries of the Company.*
23.1      Consent of Richard A. Eisner & Company,  LLP.
23.2      Consent of Ernst & Young.
23.3      Consent of Silver & Levene.*
24        Powers of Attorney.*
27        Financial Data Schedule.*
----------------
* Previously filed

(b) REPORTS ON FORM 8-K.

     On December 29, 1999, we filed a Current Report on Form 8-K (Date of
Report: December 23, 1999) with the Commission, as an Item 5 disclosure, setting
forth a revised description of our business and revised risk factors that
investors should take into consideration when making a determination to make an
investment in our securities.

     On February 22, 2000, we filed a Current Report on Form 8-K (Date of
Report: February 15, 2000) with the Commission reporting, as an Item 2
disclosure, our acquisition of Renaissance Multimedia. In this Form 8-K we noted
that financial statements of Renaissance Multimedia and other pro forma
information would be provided in an amendment to this Form 8-K. Such financial
statements are included in this Annual Report on Form 10-KSB on pages F-28
through F-36 and we will file an amendment to the Form 8-K to incorporate by
reference such Renaissance Multimedia financial statements into the Form 8-K. In
addition, pro forma information concerning us, Renaissance Multimedia, Junction
15 and PWR Systems is included in the "Recent Events" section of Item 1 of this
Form 10-KSB and the amendment to the Form 8-K will incorporate by reference such
pro forma information by reference to this Form 10-KSB.

     On March 3, 2000, we filed a Current Report on Form 8-K (Date of Report:
February 28, 2000) with the Commission reporting, as an Item 5 disclosure, our
entering into an agreement to acquire PWR Systems.

     On March 21, 2000, we filed a Current Report on Form 8-K (Date of Report:
March 9, 2000) with the Commission reporting, as an Item 2 disclosure, our
acquisition of Junction 15. In this Form 8-K we noted that financial statements
of Junction 15 and other pro forma information would be provided in an amendment
to this Form 8-K. Such financial statements are included in this Annual Report
on Form 10-KSB on pages F-37 through F- 50 and we will file an amendment to the
Form 8-K to incorporate by reference such Junction 15 financial statements into
the Form 8-K. In addition, pro forma information concerning us, Renaissance
Multimedia, Junction 15 and PWR Systems is included in the "Recent Events"
section of Item 1 of this Form 10-KSB and the amendment to the Form 8-K will
incorporate by reference such pro forma information by reference to this Form
10-KSB.

     On April 2, 2000, we filed a Current Report on Form 8-K (Date of Report:
March 27, 2000) with the Commission reporting, as an Item 2 disclosure, our
acquisition of PWR Systems. In this Form 8-K we noted that financial statements
of PWR Systems and other pro forma information would be provided in an amendment
to this Form 8-K. Such financial statements are included in this Annual Report
on Form 10-KSB on pages F-51 through F- 64 and we will file an amendment to the
Form 8-K to incorporate by reference such PWR Systems financial statements into
the Form 8-K. In addition, pro forma information concerning us, Renaissance
Multimedia, Junction 15 and PWR Systems is included in the "Recent Events"
section of Item 1 of this Form 10-KSB and the amendment to the Form 8-K will
incorporate by reference such pro forma information by reference to this Form
10-KSB.

                                      -7-

<PAGE>

                          Index to Financial Statements

VIZACOM INC.:
Independent Auditors' Reports. . . . . . . . . . . . . . . . . . . . . . .  F-2
Consolidated Balance Sheet at December 31, 1999. . . . . . . . . . . . . .  F-4
Consolidated Statements of Operations for the years
 ended December 31, 1999 and 1998. . . . . . . . . . . . . . . . . . . . .  F-5
Consolidated Statements of Stockholders' Equity for
 the years ended December 31, 1999 and 1998. . . . . . . . . . . . . . . .  F-6
Consolidated Statements of Cash Flows for the years
 ended December 31, 1999 and 1998. . . . . . . . . . . . . . . . . . . . .  F-7
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . .  F-8

RENAISSANCE COMPUTER ART CENTER, INC., d/b/a RENAISSANCE MULTIMEDIA:
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . F-27
Balance Sheet at December 31, 1999 . . . . . . . . . . . . . . . . . . . . F-28
Statement of Operations for the year ended December 31, 1999 . . . . . . . F-29
Statement of Cash Flows for the year ended December 31, 1999 . . . . . . . F-30
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . F-31

JUNCTION 15 LIMITED:
Directors' Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-36
Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-39
Profit and Loss Account for the year ended 31 December 1999. . . . . . . . F-40
Balance Sheet as at December 31, 1999. . . . . . . . . . . . . . . . . . . F-41
Cash Flow Statement for the year ended 31 December  1999 . . . . . . . . . F-42
Notes to the Cash Flow Statement . . . . . . . . . . . . . . . . . . . . . F-43
Notes to the Financial Statements. . . . . . . . . . . . . . . . . . . . . F-44

P. C. WORKSTATION RENTALS, INC., d/b/a PWR SYSTEMS, AND STORAGELAND, INC.:
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . F-51
Combined Balance Sheets at December 31, 1999 and 1998. . . . . . . . . . . F-52
Combined Statement of Operations and Retained Earnings
 for the years ended December 31, 1999 and 1998. . . . . . . . . . . . . . F-53
Statements of Combined Cash Flows for the years ended
 December 31, 1999 and 1998. . . . . . . . . . . . . . . . . . . . . . . . F-54
Notes to Combined Financial Statements . . . . . . . . . . . . . . . . . . F-55

                                      F-1
<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Vizacom Inc.
Teaneck, New Jersey

We have audited the consolidated balance sheet of Vizacom Inc. and
subsidiaries (the "Company") as of December 31, 1999, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the years in the two-year period ended December 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. We did not audit the financial statements of Serif (Europe) Limited,
a wholly owned subsidiary, which statements reflect total assets and net sales
constituting 34.5% and 61.9% of the related consolidated totals for 1999 and net
sales constituting 50.9% for 1998. Those financial statements were audited by
other auditors whose reports have been furnished to us, and our opinion, insofar
as it relates to the amounts included for Serif (Europe) Limited, is based
solely on the reports of the other auditors.

We conducted our audits in accordance with auditing standards generally
accepted in the U.S. 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 reports of the other auditors
provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of the other auditors, the
financial statements enumerated above present fairly, in all material respects,
the consolidated financial position of Vizacom Inc. as of December 31, 1999, 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, 1999 in
conformity with accounting principles generally accepted in the U.S.

As described in Note 8, the Company has applied to enter into a closing
agreement with the Internal Revenue Service with respect to dual consolidated
losses previously utilized by a wholly owned subsidiary of the Company, Software
Publishing Corporation ("SPC"). Such closing agreement, if not consummated, will
require the Company to recognize a tax of approximately $8 million on
approximately $24.5 million of SPC's previous dual consolidated losses.

The auditors of the Company's wholly owned UK-based subsidiary, Serif
(Europe) Limited, on January 26, 2001, reissued their report, on which in part
we rely, with respect to such subsidiary's financial statements as of and for
the year ended December 31, 1999. Such report, as reissued under UK standards,
includes a newly-added explanatory paragraph which contains language concerning
such subsidiary's uncertain going concern status. Both Serif (Europe) Limited
and the Company have completed twelve months of operations since December 31,
1999. Under accounting principles generally accepted in the United States, the
Company's original financial statements do not require revision in such
circumstances.


                                        /s/ Richard A. Eisner & Company, LLP



New York, New York
March 27, 2000
(with respect to the reissuance of the report of
independent auditors on the 1999 financial statements
of Serif (Europe) Limited,
January 26, 2001)



                                      F-2

<PAGE>

ERNST & YOUNG

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders
Serif (Europe) Limited

We have audited the balance sheets of Serif (Europe) Limited as of December
31, 1999 and 1998, and the related profit and loss accounts and statements of
total recognized gains and losses, cash flows and shareholders' equity for each
of the two years in the period ended December 31, 1999 (not separately included
herein. These 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 conducted our audits in accordance with United Kingdom auditing standards
which do not differ in any significant respect from 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 audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Serif (Europe) Limited at
December 31, 1999 and 1998, and the results of its operations and its cash flows
for each of the two years in the period ended December 31, 1999, 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 the shareholders' equity as of December 31, 1999 and 1998 and
the determination of net profit for each of the two years ended December 31,
1999.

Since the date of completion of our audit of the financial statements and
initial issuance of our report thereon dated 27 March, 2000, as discussed in
Note 1, the Company's businesses have not returned to profitability 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


27 March, 2000,
except as Note 1 Accounting Policies,
Fundamental accounting concept
as to which the date is
26 January, 2001

                                      F-3

<PAGE>


                                  VIZACOM INC.
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 1999
<TABLE>
<CAPTION>

ASSETS
Current assets:
<S>                                                              <C>
     Cash and cash equivalents . . . . . . . . . . . . . . .     $   1,730,495
     Marketable securities . . . . . . . . . . . . . . . . .         2,746,678
     Receivables
        Trade accounts, less allowances of $434,290. . . . .           558,550
        Other. . . . . . . . . . . . . . . . . . . . . . . .            88,842
        Notes. . . . . . . . . . . . . . . . . . . . . . . .            86,018
    Inventories. . . . . . . . . . . . . . . . . . . . . . .         1,457,604
    Prepaid expenses and other current assets. . . . . . . .           526,552
                                                                 --------------
            Total current assets . . . . . . . . . . . . . .         7,194,739

Property and equipment, net. . . . . . . . . . . . . . . . .           828,108
Goodwill, net of accumulated amortization of $256,066. . . .           118,665
Restricted cash. . . . . . . . . . . . . . . . . . . . . . .           259,838
Deferred consulting costs. . . . . . . . . . . . . . . . . .         1,269,859
Other assets . . . . . . . . . . . . . . . . . . . . . . . .           803,762
                                                                 --------------
            Total assets . . . . . . . . . . . . . . . . . .     $  10,474,971
                                                                 ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable . . . . . . . . . . . . . . . . . . . .     $  4,111,748
    Accrued liabilities. . . . . . . . . . . . . . . . . . .        1,816,744
    Value-added taxes payable. . . . . . . . . . . . . . . .          393,927
    Current portion of capital lease obligations . . . . . .           63,792
    Current portion of long-term debt. . . . . . . . . . . .          155,554
                                                                 -------------
            Total current liabilities. . . . . . . . . . . .        6,541,765

Capital lease obligations, less current portion. . . . . . .           98,265
Long-term debt, less current maturities. . . . . . . . . . .          100,410
                                                                 -------------
            Total liabilities. . . . . . . . . . . . . . . .        6,740,440
                                                                 -------------

Commitments and contingencies

Stockholders' equity:
    Serial Preferred Stock, authorized 1,939,480 shares,
      par value $.001 per share
        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; 7,235,578 shares issued . . . . . .            7,236
    Additional paid-in capital . . . . . . . . . . . . . . .       49,851,699
    Accumulated deficit. . . . . . . . . . . . . . . . . . .      (47,864,635)
    Accumulated other comprehensive income . . . . . . . . .        1,750,626
    Treasury stock, 3,095 shares, at cost. . . . . . . . . .          (10,395)
                                                                 --------------
            Total stockholders' equity . . . . . . . . . . .         3,734,531
                                                                 --------------
            Total liabilities and stockholders' equity . . .     $  10,474,971
                                                                 ==============
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>


                                  VIZACOM INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                         Year Ended December 31,
                                                                     -------------------------------
                                                                         1999              1998
                                                                         ----              ----
<S>                                                                <C>               <C>
Net sales. . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 19,891,357      $ 18,271,733
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . .      6,371,106         3,709,245
                                                                   -------------     -------------
     Gross profit. . . . . . . . . . . . . . . . . . . . . . . .     13,520,251        14,562,488


Selling, general and administrative expenses . . . . . . . . . .     17,175,520        13,480,956
Product development. . . . . . . . . . . . . . . . . . . . . . .      1,027,447         1,266,163
Amortization of goodwill and purchased technology. . . . . . . .      2,219,363         2,377,282
Unrealized holding gain on marketable securities . . . . . . . .       (322,652)          (90,000)
Realized gain on marketable securities . . . . . . . . . . . . .       (642,444)               --
Interest and other income, net of interest
   expense of $41,622 and $49,085. . . . . . . . . . . . . . . .        (59,503)          (94,739)
                                                                   -------------     -------------
                                                                     19,397,731        16,939,662
                                                                   -------------     -------------

Loss before income taxes . . . . . . . . . . . . . . . . . . . .     (5,877,480)       (2,377,174)

Income taxes (benefit) . . . . . . . . . . . . . . . . . . . . .       (250,978)           29,541
                                                                   -------------     -------------

Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ (5,626,502)     $ (2,406,715)

Dividends on Series A and Series C Preferred Stock . . . . . . .        (56,641)               --
                                                                   -------------     -------------

Net loss attributable to common stockholders . . . . . . . . . .   $ (5,683,143)     $ (2,406,715)
                                                                   =============     =============

Loss per common share:
     Net loss per common share - basic and diluted . . . . . . .   $       (.95)     $       (.65)
     Weighted average number of common shares outstanding - basic
        and diluted. . . . . . . . . . . . . . . . . . . . . . .      5,996,507         3,676,820
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-5
<PAGE>

                                  VIZACOM INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                       Preferred Stock
                                                          ----------------------------------------
                                                                Class A               Class C             Common Stock
                                                          -------------------   ------------------    ------------------
                                                          Shares      Amount    Shares      Amount    Shares      Amount
                                                          ------      ------    ------      ------    ------      ------
<S>                                                        <C>      <C>         <C>       <C>        <C>         <C>
BALANCE AT DECEMBER 31, 1997 . . . . . . . . . . . . .       --     $     --      --      $     --   3,003,804   $ 3,004
Issuance of common stock in payment of
  previously established liabilities . . . . . . . . .       --           --      --            --      58,585        59
Issuance of common stock and warrants in
  payment of liabilities for services rendered . . . .       --           --      --            --     143,333       143
Issuance of warrants for services rendered . . . . . .       --           --      --            --          --        --
Acquisition of treasury shares . . . . . . . . . . . .       --           --      --            --          --        --
Adjustment of common stock to reflect
  payment of fractional shares in cash in
  connection with reverse stock split. . . . . . . . .       --           --      --            --         (37)        0
Sale of common stock-net . . . . . . . . . . . . . . .       --           --      --            --   1,877,968     1,878
Issuance of Class A preferred stock. . . . . . . . . .      930      930,000      --            --          --        --
Net loss . . . . . . . . . . . . . . . . . . . . . . .       --           --      --            --          --        --
                                                           ----     --------    ----      --------   ---------   -------
BALANCE AT DECEMBER 31, 1998 . . . . . . . . . . . . .      930     $930,000      --      $     --   5,083,653   $ 5,084
COMPREHENSIVE INCOME (LOSS):
Net loss . . . . . . . . . . . . . . . . . . . . . . .       --           --      --            --          --        --
Unrealized holding gain. . . . . . . . . . . . . . . .       --           --      --            --          --        --
Currency translation adjustment. . . . . . . . . . . .       --           --      --            --          --        --
Total comprehensive loss . . . . . . . . . . . . . . .       --           --      --            --          --        --
Exchange of Class A preferred  stock for Class
  C preferred  stock and  warrants, less related
  costs. . . . . . . . . . . . . . . . . . . . . . . .     (930)    (930,000)    930       930,000          --        --
Redemption of preferred stock. . . . . . . . . . . . .       --           --    (930)     (930,000)         --        --
Dividends paid on preferred stock. . . . . . . . . . .       --           --      --            --          --        --
Common stock issued on exercise of warrants
  and options. . . . . . . . . . . . . . . . . . . . .       --           --      --            --     217,835       218
Issuance of options and warrants for services. . . . .       --           --      --            --          --        --
Sale of common stock in private placements,
  net. . . . . . . . . . . . . . . . . . . . . . . . .       --           --      --            --   1,804,066     1,804
Common stock issued for payment of legal
  services . . . . . . . . . . . . . . . . . . . . . .       --           --      --            --      50,000        50
Common stock issued in settlement of
  vendor and licensing liabilities . . . . . . . . . .       --           --      --            --      80,024        80
                                                           ----     --------    ----      --------   ---------   -------
BALANCE AT DECEMBER 31, 1999 . . . . . . . . . . . . .       --     $     --      --      $     --   7,235,578   $ 7,236
                                                           ====     ========    ====      ========   =========   =======
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                                         Accumulated
                                                         Additional                         Other                       Total
                                                          Paid-in       Accumulated     Comprehensive    Treasury   Stockholders'
                                                          Capital         Deficit       Income (Loss)      Stock       Equity
                                                       --------------  -------------    -------------    --------   -------------
<S>                                                    <C>             <C>              <C>             <C>         <C>
BALANCE AT DECEMBER 31, 1997 . . . . . . . . . . . . . $ 42,971,820    $(39,831,418)    $         --    $     --    $   3,143,406
Issuance of common stock in payment of
  previously established liabilities . . . . . . . . .      117,107              --               --          --          117,166
Issuance of common stock and warrants in
  payment of liabilities for services rendered . . . .      186,607              --               --          --          186,750
Issuance of warrants for services rendered . . . . . .      701,206              --               --          --          701,206
Acquisition of treasury shares . . . . . . . . . . . .           --              --               --     (10,395)         (10,395)
Adjustment of common stock to reflect
  payment of fractional shares in cash in
  connection with reverse stock split. . . . . . . . .           --              --               --          --                0
Sale of common stock-net . . . . . . . . . . . . . . .    1,408,747              --               --          --        1,410,625
Issuance of Class A preferred stock. . . . . . . . . .           --              --               --          --          930,000
Net loss . . . . . . . . . . . . . . . . . . . . . . .           --      (2,406,715)              --          --       (2,406,715)
                                                       ------------    -------------    ------------    ---------   --------------
BALANCE AT DECEMBER 31, 1998 . . . . . . . . . . . . . $ 45,385,487    $(42,238,133)    $         --    $(10,395)   $   4,072,043

COMPREHENSIVE INCOME (LOSS):
Net loss . . . . . . . . . . . . . . . . . . . . . . .           --      (5,626,502)              --          --               --
Unrealized holding gain. . . . . . . . . . . . . . . .           --              --        1,753,929          --               --
Currency translation adjustment. . . . . . . . . . . .           --              --           (3,303)         --               --
                                                                       -------------    -------------
Total comprehensive loss . . . . . . . . . . . . . . .           --      (5,626,502)       1,750,626          --       (3,875,876)
                                                                       -------------    -------------
Exchange of Class A preferred  stock for Class
  C preferred  stock and  warrants, less related
  costs. . . . . . . . . . . . . . . . . . . . . . . .      (33,905)             --               --          --          (33,905)
Redemption of preferred stock. . . . . . . . . . . . .           --              --               --          --         (930,000)
Dividends paid on preferred stock. . . . . . . . . . .      (56,641)             --               --          --          (56,641)
Common stock issued on exercise of warrants
  and options. . . . . . . . . . . . . . . . . . . . .       52,155              --               --          --           52,373
Issuance of options and warrants for services. . . . .      996,954              --               --          --          996,954
Sale of common stock in private placements,
  net. . . . . . . . . . . . . . . . . . . . . . . . .    3,111,080              --               --          --        3,112,884
Common stock issued for payment of legal
  services . . . . . . . . . . . . . . . . . . . . . .      181,200              --               --          --          181,250
Common stock issued in settlement of
  vendor and licensing liabilities . . . . . . . . . .      215,369              --               --          --          215,449
                                                       ------------    -------------    ------------    ---------   -------------
BALANCE AT DECEMBER 31, 1999 . . . . . . . . . . . . . $ 49,851,699    $(47,864,635)    $  1,750,626    $(10,395)   $   3,734,531
                                                       ============    =============    ============    =========   =============
</TABLE>
See accompanying notes to consolidated financial statements.

                                      F-6

<PAGE>
                                  VIZACOM INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                       Year Ended December 31,
                                                                    -----------------------------
                                                                          1999         1998
                                                                          ----         ----
OPERATING ACTIVITIES:
<S>                                                                 <C>            <C>
Net loss . . . . . . . . . . . . . . . . . . . . . . . .            $ (5,626,502)  $ (2,406,715)
Adjustments to reconcile net loss to net cash used
  in operating activities:
  Depreciation and amortization. . . . . . . . . . . . .               2,907,758      2,570,924
  Provision for doubtful accounts. . . . . . . . . . . .                  85,006        665,000
  Unrealized holding gain on trading securities. . . . .                (322,652)       (90,000)
  Gains on sale of fixed assets. . . . . . . . . . . . .                      --         (9,409)
  Gain  realized on available-for-sale securities. . . .                (642,444)       173,600
  Common stock and stock options issued for legal and
    licensing matters. . . . . . . . . . . . . . . . . .                 126,712             --
  Changes in assets and liabilities:
     Receivables . . . . . . . . . . . . . . . . . . . .                 331,641     (1,128,449)
     Inventories . . . . . . . . . . . . . . . . . . . .                (775,780)      (139,368)
     Prepaid expenses and other current assets . . . . .                 260,748       (354,677)
     Other assets. . . . . . . . . . . . . . . . . . . .                (466,270)        (3,778)
     Accounts payable. . . . . . . . . . . . . . . . . .                 918,721        586,243
     Accrued liabilities . . . . . . . . . . . . . . . .                 514,785     (1,359,937)
     Value-added taxes payable . . . . . . . . . . . . .                (415,333)            --
                                                                    -------------  -------------
          Net cash used in operating activities. . . . .              (3,103,610)    (1,496,566)
                                                                    -------------  -------------

INVESTING ACTIVITIES:
Purchase of property and equipment. . . . . . . . . . .                 (638,636)      (103,415)
Investment in website . . . . . . . . . . . . . . . . .                 (268,248)            --
Increase in restricted cash . . . . . . . . . . . . . .                  (59,838)       100,000
Collection of notes receivable. . . . . . . . . . . . .                  155,613             --
Proceeds from sales of property and equipment . . . . .                       --         58,480
                                                                    -------------  -------------
          Net cash (used in) provided by investing
           activities . . . . . . . . . . . . . . . . .                 (811,109)        55,065
                                                                    -------------  -------------

FINANCING ACTIVITIES:
Proceeds from sale of common stock - net. . . . . . . .                3,125,675      1,410,625
Proceeds from long-term debt. . . . . . . . . . . . . .                  353,552             --
Proceeds from option and warrant exercises. . . . . . .                   52,373             --
Payment of long-term debt and capital lease
  obligations . . . . . . . . . . . . . . . . . . . . .                 (230,129)      (167,834)
Payment of costs of preferred stock issuance. . . . . .                  (33,905)            --
Purchase of treasury stock. . . . . . . . . . . . . . .                       --        (10,395)
                                                                    -------------  -------------
          Net cash provided by financing activities . .                3,267,566      1,232,396
                                                                    -------------  -------------

(Decrease) in cash and cash equivalents . . . . . . . .                 (647,153)      (209,105)
Cash and cash equivalents at beginning of year. . . . .                2,377,648      2,586,753
                                                                    -------------  -------------
Cash and cash equivalents at end of year. . . . . . . .             $  1,730,495   $  2,377,648
                                                                    =============  =============

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND
  INVESTING ACTIVITIES:
Issuance of Class A Preferred Stock for
  marketable securities. . . . . . . . . . . . . . . .              $         --   $    930,000
Redemption of Class C Preferred Stock
  with marketable securities . . . . . . . . . . . . .              $    930,000   $         --
Payment of preferred stock dividends with
  marketable securities. . . . . . . . . . . . . . . .              $     56,641   $         --
Issuance of common stock for previously
  established liabilities. . . . . . . . . . . . . . .              $    291,249   $    117,166
Issuance of stock options for previously
  established liabilities. . . . . . . . . . . . . . .              $     62,000   $         --
Issuance of common stock in payment of
  liabilities for services rendered. . . . . . . . . .              $         --   $    186,750
Issuance of warrants to purchase common
  stock for services rendered. . . . . . . . . . . . .              $    923,730   $    701,206
Listing fees accrued for capital stock transactions. .              $    (22,828)  $         --
Unrealized holding gain on available-for-sale
  securities . . . . . . . . . . . . . . . . . . . . .              $  1,753,929   $         --
SUPPLEMENTAL  DISCLOSURES  OF CASH FLOW  INFORMATION:
Cash paid during the year for:
    Interest paid. . . . . . . . . . . . . . . . . . .              $     47,329   $    107,704
    Income taxes . . . . . . . . . . . . . . . . . . .              $     15,233   $     55,564
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-7

<PAGE>
                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     NATURE OF BUSINESS

     Vizacom Inc., formerly known as Software Publishing  Corporation  Holdings,
     Inc., and subsidiaries, (collectively, the "Company,") is an international
     developer and supplier  of  desktop publishing, presentation graphics and
     other visual communications business  and  productivity  computer  software
     products. The Company sells its products to corporate customers, consumers,
     retail  and  wholesale  customers, and original  equipment  manufacturers
     primarily  in  the United States and Europe.  The Company's  business  has
     recently  evolved  through  acquisitions  in  2000, into a multi-national
     provider  of  business  to  business  and  business to consumer e-commerce
     services  providing  website design, systems integration, customer service,
     marketing,   warehousing,   and   fulfillment   services, utilizing   its
     web-enabled  multi-lingual call  centers  located in the United States  and
     Europe.

     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. 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 which
     are subject to revision for a period not to exceed one year from  the  date
     of acquisition. 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 is generally recognized upon shipment of  products  to customers
     and is recorded net of allowances for   anticipated  returns  for potential
     excess quantities in the distribution channel. Certain customers  have been
     provided  goods on a consignment basis. Revenues on these transactions are
     recognized  upon the sale of products to the ultimate customer. Revenue for
     "locked versions" of software is  recognized  when  customers purchase an
     unlocking code.

     CASH EQUIVALENTS

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

                                      F-8

<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     MARKETABLE SECURITIES

     The Company accounts for investments  in  marketable  securities pursuant
     to Statement of  Financial Accounting  Standards No. 115, "Accounting  for
     Certain Investments in Debt and Equity  Securities" ("SFAS No. 115").  SFAS
     No. 115 requires, among other things, the classification of investments  in
     one of three categories  based  upon the Company's intent: (a) trading, (b)
     available-for-sale and (c) held-to-maturity,  with  trading  and
     available-for-sale securities carried at market value  and held-to-maturity
     securities carried at amortized cost.   Realized and unrealized gains and
     losses are recorded in the statement of operations  for trading securities,
     whereas only realized gains and losses  are  recorded in the statement of
     operations  for  available-for-sale securities  and  unrealized  gains  and
     losses  are  recorded as a  component  of other comprehensive income. The
     Company  originally classified  its   marketable  securities  as   trading
     securities,  and  transferred  them  to  available-for-sale securities as a
     result  of certain agreements  described  in  Note 3.   For  a   security
     transferred from the trading category, the unrealized holding gain or loss
     at the date of  transfer  has  already  been  recognized  in  earnings, and
     accordingly, is not reversed.

     INVENTORIES

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

     DIRECT-RESPONSE ADVERTISING

     Advertising  costs  associated  with  direct-response  advertising, whose
     primary purpose is to elicit sales to customers who could be shown to have
     responded specifically to that advertising, are capitalized and  recognized
     ratably in the future as a percentage  of actual period revenues to total
     revenues  anticipated   from  such  advertising.  Costs  associated   with
     direct-response  advertising   include mailing  list   rental,  postage,
     production,  and  other  associated promotional  activities.   The Company
     incurred advertising and  promotion  costs  of  approximately $7,582,000 in
     1999 and $5,736,000 in 1998.

     ROYALTY ADVANCES

     Non-refundable  royalty  payments in connection  with licensing contracts
     for the Company's products are generally amortized  based on product sales.
     Management  evaluates  the  future realization of  royalty  advances
     periodically and  charges  to  cost  of goods sold any amounts they believe
     will not be recovered through future sales.

     PRODUCT DEVELOPMENT COSTS

     Costs incurred   in   the   development   of   new  software products are
     expensed as incurred until technological feasibility  has been established.
     Product enhancement costs for products which have established technological
     feasibility are capitalized, and capitalization  is discontinued when the
     product is available for sale. Approximately $478,000  was  capitalized  at
     December 31, 1999. Amortization, which will commence when the products  are
     available for general release to customers, will be computed at the greater
     of the straight-line rate over the estimated  life  of  each product, or an
     amount based on the ratio of current revenues to the total of current and
     anticipated revenues.

                                       F-9
<PAGE>
                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     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.

     WEB SITE DEVELOPMENT COSTS

     Certain  direct  internal  and   external costs  of web site development
     incurred  during the application development stage in   1999   are   being
     capitalized and amortized over a three-year period. At December 31, 1999,
     $240,000 of these remaining  development  costs, net of $28,248 accumulated
     amortization, are included in other assets.

     USE OF ESTIMATES

     The   preparation  of financial  statements in conformity with generally
     accepted accounting principles 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 purchase price allocations. 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 above  $120,000, 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.

     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, 1999 was fully reserved  since  management does  not
     believe it is more likely than not that the tax benefit will ultimately  be
     realized.

     LOSS PER SHARE

     Basic  loss  per  share  is  computed  based  upon  the  weighted average
     number  of  common  shares  outstanding during each year. Stock options and
     warrants   did   not   have   an  effect  on  the computation of diluted
     loss per share in 1999 and 1998 since they were anti-dilutive.

                                      F-10
<PAGE>
                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     REVERSE STOCK SPLIT

     The Company effected a one-for-three (1:3) reverse stock split,
     effective as of the close of business on May 27, 1998. All share and per
     share amounts for all years presented have been adjusted to reflect such
     reverse stock split.

     FAIR VALUE OF FINANCIAL INSTRUMENTS

     The fair value of the Company's financial instruments, including cash
     and cash equivalents, marketable securities, 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.

     The Company utilizes letters of credit to collateralize certain
     short-term purchases. In the Company's past experience, no claims have been
     made against these financial instruments. Management does not expect any
     material losses to result from these off-balance sheet instruments because
     performance is not expected to be required, and, therefore, is of the
     opinion that the fair value of these instruments is zero.

     RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board issued
     Statement of Financial Accounting Standards No. 133, "Accounting for
     Derivative Instruments and Hedging Activities" ("SFAS 133"), which
     establishes accounting for derivative instruments and hedging activities.
     SFAS 133 will require the Company to record all derivatives as assets or
     liabilities at fair value. The statement requires that changes in the
     derivatives fair value be recognized currently in earnings unless specific
     hedge accounting criteria are met. The statement was been delayed by SFAS
     No. 137, "Accounting for Derivative Instruments and Hedging
     Activities-Deferral of the Effective Date of FASB Statement No. 133-an
     amendment of FASB Statement 133," which delay would require adoption by the
     Company as of January 1, 2001. The Company believes that the adoption will
     not have a material impact on its financial statements; however, its
     effect, if any, will depend on the Company 's exposure to derivative
     instruments at the time of adoption and thereafter.

     RECLASSIFICATIONS

     Certain  reclassifications  have been made to the 1998  amounts  to conform
     with the 1999 presentation.

2.   BUSINESS COMBINATIONS AND ACQUISITIONS

     In July 1996, the Company acquired Serif Inc. and Serif (Europe)
     Limited (collectively, the "Serif companies"). The aggregate purchase
     price, including all direct costs, was approximately $4,200,000 and was
     principally financed through the issuance of 333,333 shares of the
     Company's common stock. The cost of the acquisition exceeded the fair value
     of Serif's net assets by approximately $400,000, which was recorded as
     goodwill.

     In December 1996, the Company acquired Software Publishing Corporation
     ("SPC"). The aggregate purchase price, including all direct costs, was
     approximately $30,000,000 and was principally financed through the issuance
     of 1,125,305 shares of the Company's common stock. The cost of the
     acquisition exceeded the fair value of SPC's net assets by approximately
     $3,795,000, which was recorded as goodwill as of the acquisition date and
     was subsequently eliminated in 1997 as a result of settlement and
     adjustment of pre-acquisition liabilities and accruals.

                                      F-11
<PAGE>
                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.   BUSINESS COMBINATIONS AND ACQUISITIONS (CONTINUED)

     On February 15, 2000, the Company acquired Renaissance Multimedia
     ("RM"). The aggregate purchase price, including all direct costs, was
     approximately $2,752,000 and was principally financed through the issuance
     of 449,870 shares of the Company's common stock and a $250,000 cash
     payment. The Company entered into a three-year employment contract with the
     President of RM at an annual salary of $175,000, with certain predetermined
     performance bonus targets. Additionally, the Company granted options to
     purchase an aggregate of 600,000 shares of its common stock under its 1994
     Long Term Incentive Plan to certain employees of RM. The acquisition was
     accounted for under the purchase method of accounting. Accordingly, the
     consolidated financial statements of the Company will include the results
     of this business subsequent to the acquisition date. The purchase price
     will be allocated to the assets acquired and liabilities assumed based on
     their fair values on the date of purchase. The estimated total cost in
     excess of net assets acquired of approximately $200,000 will be amortized
     principally over 7 years.

     On March 9, 2000, the Company acquired all of the outstanding shares
     of Junction 15 Limited, an English company ("J15"). The aggregate purchase
     price, including all direct costs, was approximately $2,655,000 and was
     principally financed through the issuance of 681,818 shares of the
     Company's common stock and a $250,000 cash payment. The Company entered
     into three-year employment agreements with two principals of J15 starting
     at approximately $150,000 and $80,000, respectively, with various
     provisions for pensions, commissions, and bonuses. Additionally, the
     Company granted options to purchase an aggregate of 250,000 shares of its
     common stock under its 1994 Long Term Incentive Plan to certain employees
     of J15.  The purchase price will be allocated to the assets acquired and
     liabilities assumed based on their fair values on the date of purchase.
     The estimated total cost in excess of net assets acquired of approximately
     $(10,000) will be amortized principally over 7 years.

     On March 27, 2000 the Company acquired PWR Systems, a Long Island, New
     York based interactive internet integrator and value-added reseller of
     computer and digital information equipment, for $7,783,000 inclusive of all
     direct costs. The purchase price includes a $1,000,000 cash payment, a
     $500,000 one-year promissory note convertible into the Company's common
     stock at $3.00 per share, and payable in equal quarterly installments with
     interest of 6.3% per annum, and 1,500,000 shares of the Company's common
     stock, valued at $3 per share, to the two principals 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 is further obligated to issue
     additional common stock if the market price of the Company's common stock
     falls below $1 per share for any consecutive thirty-day period following
     the closing. The Company entered into three-year employment agreements with
     PWR's two principals providing for annual salaries of $200,000 to each of
     them, and provisions for bonuses upon attaining certain specified
     performance thresholds. Additionally, the Company granted options to
     purchase an aggregate of 750,000 shares of its common stock under its 1994
     Long Term Incentive Plan to certain employees and consultants of PWR.
     Furthermore, the Company agreed to prepay, upon receipt of gross proceeds
     of $15,000,000 from equity offerings, a 6.3% note payable to the PWR
     principals, equivalent to the estimated retained earnings of PWR at
     closing, of approximately $890,000, subject to adjustment to the actual
     retained earnings at the date of acquisition. Otherwise, the note will be
     paid in quarterly installments through March 2001.  The purchase price will
     be allocated to the assets acquired and liabilities assumed based on their
     fair values on the date of purchase.  The estimated total cost in excess of
     net assets acquired of approximately $(19,000) will be amortized
     principally over 7 years.

                                      F-12
<PAGE>
                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.   MARKETABLE SECURITIES

     On July 1, 1999, the Company agreed with the holder (the "Holder") of
     its shares of Class C 11% Cumulative Non-Convertible Redeemable Preferred
     Stock ("Class C Preferred") that in the event the Company called for
     redemption any of its shares of Class C Preferred within 45 days, the
     Company would sell to the Holder 53,815 Xceed Inc. common stock (the
     "Xceed Shares") owned by the Company at a price of $18.44 per Xceed Share,
     or $992,349 in the aggregate. On July 14, 1999, the Board of Directors of
     the Company called for redemption of all outstanding shares of the Class C
     Preferred of the Company with a record date for such redemption of July 19,
     1999. Such transaction was consummated on July 19, 1999 resulting in a
     realized gain of $642,444 on the exchange of the Xceed Shares.

3.   MARKETABLE SECURITIES (CONTINUED)

     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 thereof 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 Xceed shares, or 66,185 Xceed shares, 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. In connection with the RM transaction described in Note 2, the
     aforementioned party received a fee of 14,953 Xceed Shares. In connection
     with the PWR transaction described in Note 2, the aforementioned party
     received a fee of 44,860 Xceed Shares. 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.

4.   PROPERTY AND EQUIPMENT

     Property and equipment consists of the following as of December 31, 1999:
<TABLE>
<CAPTION>

          <S>                                           <C>
          Computer equipment . . . . . . . . . .        $  643,532
          Computer software. . . . . . . . . . .           172,413
          Office furniture and equipment . . . .           586,527
          Leasehold improvements . . . . . . . .           343,928
                                                        -----------
                                                         1,746,400
          Less accumulated depreciation. . . . .           918,292
                                                        -----------
          Total. . . . . . . . . . . . . . . . .        $  828,108
                                                        ===========
</TABLE>

     Depreciation  expense for the years ended  December  31, 1999 and 1998
     was $255,974 and $177,783, respectively.

5.   LEASES

     On July 14, 1999 the Company entered into a sublease agreement for its
     corporate headquarters. Under the sublease agreement the Company leases
     4,787 square feet of commercial office space commencing September 1, 1999
     for a fixed annual rental of $119,675. The lease runs through January 31,
     2003.

     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. The Company receives certain sublease income at one of its
     locations. Restricted cash of $259,837 at

     December 31, 1999 represents collateral of $200,000 for a letter of credit
     of like amount which serves as a lease security deposit for premises in
     California previously occupied by the Company and now sub-leased to third
     parties. The balance represents collateral of $59,837 for a letter of
     credit of like amount which serves as a lease security deposit for the
     Company's corporate headquarters in Teaneck, New Jersey.

                                      F-13
<PAGE>
                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The Company is obligated under various capital leases for computer and
     office equipment that expire at various dates during the next five years.
     The book value of capital leases included in fixed assets was as follows at
     December 31, 1999:
<TABLE>
<CAPTION>

          <S>                                           <C>
          Computer equipment . . . . . . . . . . .      $    53,827
          Office equipment . . . . . . . . . . . .          217,243
                                                        ------------
                                                            271,070
          Less accumulated amortization. . . . . .           57,579
                                                        ------------
                                                        $   213,491
                                                        ===========
</TABLE>

     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, 1999 are as
     follows:
<TABLE>
<CAPTION>

                                                                                                         Net
                                                           Capital     Operating      Sublease       Operating
                                                            Leases       Leases        Income          Leases
                                                           --------    ----------     --------       ---------
     Year ending December 31:
     ------------------------
     <S>                                                   <C>         <C>            <C>            <C>
     2000. . . . . . . . . . . . . . . . . . . . .         $  77,459   $  784,523     $(405,360)     $  379,163
     2001. . . . . . . . . . . . . . . . . . . . .            72,600      396,141             --        396,141
     2002. . . . . . . . . . . . . . . . . . . . .            34,057      176,395             --        176,395
     2003. . . . . . . . . . . . . . . . . . . . .             2,245        9,973             --          9,973
     2004. . . . . . . . . . . . . . . . . . . . .             2,245           --             --             --
                                                           ----------  -----------    ----------     -----------
     Total minimum lease payments. . .                       188,606   $1,367,032     $(405,360)     $  961,672
                                                                       ===========    ==========     ===========
     Less amount representing interest (at rates
     ranging from 9.0% to 20.6%) . . . . . . . . .            26,549
                                                           ----------
     Present value of net minimum capital lease
     payments. . . . . . . . . . . . . . . . . . .            162,057
     Less current installments . . . . . . . . . .             63,792
                                                           -----------
     Capital lease obligations . . . . . . . . . .         $   98,265
                                                           ===========
</TABLE>

     Total rental  expense for operating  leases  charged to operations for
     the years ended December 31, 1999 and 1998 was  approximately  $198,000 and
     $158,000, respectively.

6.   DEBT
<TABLE>
<CAPTION>

     Debt consists of the following at December 31, 1999:

          <S>                                                                     <C>
          Bank loan, 9.5 %, in monthly installments of $2,305 through
               September 2003. . . . . . . . . . . . . . . . . . . . . . . . . .  $  108,977
          Bank loan, 9.5 %, in monthly installments of $1,295
               through July 2000 . . . . . . . . . . . . . . . . . . . . . . . .       8,891
          Note payable - landlord, 10%, in monthly installments of
               $1,402 through March 2002 . . . . . . . . . . . . . . . . . . . .      33,780
          Directors and officers insurance premium financing, 8.3 %, in
               monthly installments of $11,980 through September 2000. . . . . .     104,316
                                                                                  -----------
                                                                                     255,964
          Less current maturities . . . . . . . . . . . . . . . . . . . . . . .      155,554
                                                                                  -----------
                                                                                  $  100,410
                                                                                  ===========
</TABLE>

     The bank loans are secured by the assets of the Company's U.K. subsidiary,
     Serif (Europe) Ltd.

                                      F-14

<PAGE>
                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Maturities of long-term debt as of December 31, 1999 are as follows:
<TABLE>
<CAPTION>

          Year Ending
          December 31,
          ------------
             <S>                                              <C>
             2000 . . . . . . . . . . . . . . . . . . . . .   $  155,554
             2001 . . . . . . . . . . . . . . . . . . . . .       43,790
             2002 . . . . . . . . . . . . . . . . . . . . .       32,370
             2003 . . . . . . . . . . . . . . . . . . . . .       24,250
                                                              -----------
             Total. . . . . . . . . . . . . . . . . . . . .   $  255,964
                                                              ===========
</TABLE>

     At December 31, 1999, a letter of credit amounting to $200,000 was
     outstanding related to short term purchase commitments issued to foreign
     suppliers for approximately the same amount. The collateral for the letter
     of credit consisted of interest bearing bank deposits for the amount of the
     letter of credit.

     On January 8, 2000 the Company entered into an agreement for a maximum
     $1,000,000 unsecured line of credit note arrangement with a foreign
     company. The Company borrowed the maximum advance of $1,000,000 on February
     17, 2000. Advances under the arrangement bear interest at 8%. This
     borrowing was paid in full with accrued interest on March 20, 2000. With
     the exception of the first advance, all future advances are payable within
     180 days of the receipt of the advance. In connection with this note, the
     Company issued warrants to purchase an aggregate of 250,000 shares of its
     common stock exercisable at $3.00 per share. The warrants were valued at
     $382,500 and will be charged to interest expense over the two-year
     agreement period. The Company has agreed to include the shares of common
     stock underlying these warrants in its next resale registration statement
     to be filed no later than April 17, 2000. The Company further agreed to
     issue warrants on similar terms to purchase 25,000 shares of common stock,
     and to reduce the exercise price of all of these warrants by 10% for each
     full week the filing of this registration statement is delayed.

7.   STOCKHOLDERS' EQUITY

          a)  COMMON STOCK

     In 1998, the Company issued an aggregate of 58,585 shares of common
     stock in payment of previously established liabilities incurred in 1996 and
     1997 for the acquisition of certain software, goods and legal and
     consulting services.

     In 1998, the Company issued an aggregate of 143,333 shares of common
     stock and warrants to purchase 33,332 shares of common stock, exercisable
     at various prices ranging from $1.50 to $3.83 (subject to adjustment) per
     share, in payment for services rendered in 1998 by consultants and the
     Chairman of the Board.

     In 1998, the Company retained an investment banking firm and
     consultants and, in connection therewith, issued warrants, valued at
     $701,206, to purchase 1,390,000 shares of common stock. The related
     deferred charges are being amortized over periods of one to five years.

     In 1998, the Company acquired an aggregate 3,095 shares of common
     stock, of which 1,237 shares were held by a former employee of one of the
     Company's subsidiaries and 1,858 shares were held by a trust for the
     benefit of certain of the employees of such subsidiary. The Company is
     holding such 3,095 shares in its treasury.

                                      F-15
<PAGE>

7.   STOCKHOLDERS' EQUITY (CONTINUED)

     On May 26, 1998, the stockholders of the Company granted the Board of
     Directors of the Company authority to amend the Company's Certificate of
     Incorporation to authorize a reverse stock split of the common stock.
     Following such stockholder action, the Company's Board of Directors
     authorized a one- for-three (1:3) reverse stock split of the common stock.
     The reverse stock split became effective as of the close of business on May
     27, 1998.

     In 1998, the Company sold an aggregate of 1,877,968 shares of common
     stock to certain investors, including directors, officers and employees of
     the Company and their affiliates, for net proceeds of $1,410,625.

     In 1999, the Company issued 217,835 shares of its common stock
     pursuant to the exercise of warrants and stock options, for aggregate
     consideration of $52,373.

     On April 6, 1999, the Company entered into certain financial advisory
     and investment banking agreements whereby the Company issued warrants to
     purchase 100,000 and 45,000 shares, respectively, of common stock of the
     Company at an exercise price of $1.125. The warrants are exercisable for
     the period from April 6, 2000 through April 6, 2004. The warrants were
     valued at $69,742 and $31,523, respectively, and the related deferred
     charges are included in deferred consulting costs. The Company also issued
     options to purchase 25,000 shares of its common stock to employees of its
     legal counsel, at an exercise price of $1.03125 per share. On July 8, 1999
     options to purchase 25,000 shares of its common stock were issued to a
     member of its legal counsel. On July 20, 1999 the Company issued warrants
     to purchase an aggregate of 225,000 shares of its common stock at an
     exercise price of $2.00 per share, through July 20, 2004, in connection
     with a five-year consulting agreement. Such warrants were valued at
     $605,250, are being amortized over the term of the related consulting
     agreement, and the related deferred charges are included in deferred
     consulting. On October 20, 1999 the Company issued warrants to purchase an
     aggregate of 100,000 shares of its common stock at an exercise price of
     $2.00 per share, through October 20, 2004, in connection with a five-year
     marketing and sales advisory agreement. Such warrants were valued at
     $196,000, are being amortized over the term of the related marketing and
     sales advisory agreement, and the related deferred charges are included in
     deferred consulting. On November 11, 1999 the Company issued warrants to
     purchase an aggregate of 25,000 shares of its common stock at an exercise
     price of $2.00 per share, through November 10, 2002, in connection with a
     consulting agreement. Such warrants were valued at $52,500 and have been
     expensed. On December 6, 1999, the Company cancelled the warrants issued in
     connection with a certain investment banking agreement based on the
     assertion that the investment banking firm failed to perform the related
     services under its agreement. This resulted in a charge to additional
     paid-in capital of $31,286 in cancellation of the warrant. The dispute is
     subject to an arbitration. See further discussion in Note 11. Transactions
     costs of $9,237 associated with the warrants have been accrued and charged
     to additional paid-in capital. The Company recorded credits to additional
     paid in capital of $996,954 as a result of the issuance of the foregoing
     warrants and options.

     The Company received proceeds in 1999 from private placements of its
     common stock of $3,112,884 in connection with the following transactions.
     On June 9, 1999, the Company sold an aggregate of 525,000 shares of Common
     Stock for aggregate gross proceeds of $1,050,000, before associated
     transaction costs of $175,702. On July 1, 1999, the Company sold an
     aggregate of 762,653 shares of common stock for aggregate gross proceeds of
     $1,510,000, before associated transaction costs of $210,867, in a private
     placement. During the period September through October 1999, the Company
     sold units in a private placement, each unit consisting of one share of
     common stock plus one-quarter of a warrant. Each warrant will allow its
     holder to purchase one share of common stock at $2.75 per share for a
     three-year period from date of sale. The Company sold 516,413 units for
     aggregate gross proceeds of $1,097,375. The associated transaction costs
     for the September and October offering were $157,922.

                                      F-16
<PAGE>
                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.   STOCKHOLDERS' EQUITY (CONTINUED)

     On July 8, 1999, the Company issued 50,000 shares of common stock to
     the members of its corporate counsel, in payment of $100,000 of accrued
     legal fees due to such law firm. See Note 9.

     In December 1999, the Company entered into a settlement agreement,
     mutual release, and license related to certain clip-art, and other images
     contained within the Company's desktop publishing software. In connection
     with this agreement, the Company paid $15,000 and issued 9,756 shares of
     common stock valued at $25,000. Also in December 1999, the Company issued
     70,268 shares of common stock, valued at $191,249, to three vendors in
     settlement of past trade and licensing liabilities. Transaction costs
     associated with the issuance of these shares totaled $800.

     As of December 31, 1999 the Company had reserved 3,096,656 shares of
     common stock for issued and outstanding warrants.

     In March 2000, the Company completed two private placements under
     which it sold 1,699,425 shares of its common stock for gross proceeds of
     $7,609,289 before associated placement costs. Under the first of these
     private placements, the Company sold 936,954 shares of its common stock and
     raised aggregate gross proceeds of $4,216,293. In the second private
     placement in Europe, the Company sold 762,471 shares of its common stock
     for aggregate gross proceeds of $3,392,996.

     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. During 1998, the Company
     designated a new Class A of the aforementioned shares, and authorized 1,500
     shares of Class A Preferred Stock. Under the Company's Certificate of
     Designations, holders of shares of Class A Preferred Stock were entitled to
     cumulative dividends of $140 per share per annum, payable semi-annually.
     The Company retained the right to redeem the Class A Preferred Stock, in
     part or whole, at any time, upon payment of $1,300 per share of Class A
     Preferred Stock plus any accrued and unpaid dividends on the Class A
     Preferred Stock so redeemed. In December 1998 the Company issued 930 shares
     of Class A Cumulative Non-Convertible Redeemable Preferred Stock, Series A
     (the "Class A Preferred Stock") in exchange for marketable securities
     valued at $930,000. In January 1999, the holder of all 930 shares of the
     Class A 14% Cumulative Non-Convertible Redeemable Preferred Stock ("Class A
     Preferred") of the Company exchanged such Class A Preferred shares for the
     issuance of 930 shares of the Class C Preferred of the Company, and the
     issuance of warrants to purchase 260,000 shares of Common Stock, at an
     exercise price of $1.0625 per share, exercisable immediately and expiring
     in January 2006. Holders of shares of Class C Preferred were entitled to
     cumulative dividends of $110 per share per annum, payable semi-annually.
     The Company retained the right to redeem the Class C Preferred, in part or
     whole, at any time, upon payment of $1,000 per share of Class C Preferred.
     The Company incurred legal costs in connection with the exchange of Class A
     for Class C, as well as registration of other securities of $33,905. On
     July 14, 1999, the Board of Directors of the Company called for redemption
     all outstanding shares of Class C Preferred of the Company with a record
     date for such redemption of July 19, 1999. See Note 3.

                                       F-17

<PAGE>

                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.   STOCKHOLDERS' EQUITY (CONTINUED)

     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.

8.   INCOME TAXES

     At December 31, 1999, the Company has available net operating loss
     carryforwards of approximately $35,000,000, after consideration of certain
     limitations described below, that expire in years 2002 through 2019.
     The significant components of the Company's deferred tax assets, as of
     December 31, 1999, are as follows:
<TABLE>
<CAPTION>

          <S>                                                                           <C>
          Current:
               Reserve for accounts receivable, inventory and other. . . . . . . . .    $    361,000
          Non-current:
               Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,686,000
               Net operating loss carryforwards. . . . . . . . . . . . . . . . . . .      13,938,000
                                                                                        -------------
          Total deferred tax assets. . . . . . . . . . . . . . . . . . . . . . . . .      15,985,000
               Valuation allowance for deferred tax assets . . . . . . . . . . . . .     (15,985,000)
                                                                                        -------------
          Net deferred tax assets. . . . . . . . . . . . . . . . . . . . . . . . . .    $          0
                                                                                        =============
</TABLE>

          The  Company's  profit  (loss) before income taxes is comprised of the
          following:
<TABLE>
<CAPTION>

                                                                                    Year Ended December 31,
                                                                                -------------------------------
                                                                                     1999             1998
                                                                                     ----             ----
          <S>                                                                   <C>              <C>
          United States . . . . . . . . . . . . . . . . . . . . . . . .         $  (4,085,861)   $ (3,071,051)
          Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . .            (1,791,619)        693,877
                                                                                --------------   -------------
                                                                                $  (5,877,480)   $ (2,377,174)
                                                                                ==============   =============
</TABLE>

                                       F-18


<PAGE>
                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.   INCOME TAXES (CONTINUED)

     The income tax benefit of $(250,978) for 1999 consists principally of
     the sale of certain net operating losses in connection with a state
     technology transfer program. The income tax provision of $29,541 for 1998
     consists principally of foreign taxes which are currently payable.

     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,
                                                                             -------------------------------
                                                                                 1999               1998
                                                                                 ----               ----
          <S>                                                                <C>               <C>
          Tax (benefit) at United States federal statutory rates. . . . .    $ (1,998,000)     $  (808,000)
          Non-usable net operating loss carryforwards and other
            permanent differences . . . . . . . . . . . . . . . . . . . .      23,598,000          999,000
          Change in valuation allowance . . . . . . . . . . . . . . . . .     (21,600,000)        (191,000)
          Foreign and state income taxes (benefit). . . . . . . . . . . .        (250,978)          29,541
                                                                             -------------     ------------
                                                                             $   (250,978)     $    29,541
                                                                             =============     ============
</TABLE>

     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. Utilization of the
     net operating loss carry- forwards of SPC may be further limited by reason
     of the consolidated return/separate return limitation year rules. As a
     result of the change, the Company's ability to utilize its net operating
     loss carryforwards will be limited to approximately $1.2 million of taxable
     income per year for losses through December 31, 1996. The Company has
     concluded that certain of its net operating loss carryforwards will not be
     usable as a result of these various limitation rules, and accordingly has
     eliminated them as deferred tax assets in 1999 against the related
     valuation allowance. The decrease of $21,600,000 in the valuation allowance
     during the year ended December 31, 1999 was due principally to this
     application.

     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 will become jointly
     and severally liable for SPC's tax obligations upon occurrence of a
     "triggering event" requiring recapture of dual consolidated losses
     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 dual consolidated losses. The IRS
     has, to date, refused to grant the Company's application for such a closing
     agreement because of alleged deficiencies in SPC's pre-acquisition dual
     loss certifications. The Company received notification from the IRS that it
     determined not to act on its application until SPC submitted certain
     filings pertaining to pre-acquisition consolidated tax year return filings
     made by SPC. The Company has submitted these filings in an application for
     relief. The Company believes that should the IRS accept the application for
     relief, and once the re-application for a closing agreement is made, the
     IRS should agree to such a closing agreement. However, no assurance can be
     given that the IRS will do so, and any failure to do so could result in the
     recognition of this tax liability. Should such a closing agreement be
     obtained, 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. This could have
     a material adverse effect on the Company's future ability to sell SPC.

                                       F-19


<PAGE>
                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.   STOCK OPTION PLANS

     The Company has four stock options plans: the 1994 Long-Term Incentive
     Plan (the "1994 Incentive Plan"), the Outside Directors and Advisors Stock
     Option Plan (the "Company Directors Plan"), and the Software Publishing
     Corporation 1989 Stock Option Plan and Software Publishing Corporation 1991
     Stock Option Plan (collectively, the "SPC Stock Plans"). All pla++--ns are
     administered by the Board of Directors or a committee thereof.

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

     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 options, stock appreciation rights, restricted stock
     performance grants of the Company's common stock, cash or other assets 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 1,333,333 to
     5,000,000. The options currently outstanding vest over a period of up to
     five years and expire after 10 years.

     THE COMPANY DIRECTORS 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 25,000 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 25,000 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 166,666 to 750,000. The
     options vest over a period of two years and expire after 10 years.

     THE SPC 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 223,040.

     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-20
<PAGE>
                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


9.   STOCK OPTION PLANS (CONTINUED)

     Option activities under the plans and for the non-plan options are detailed
     in the following table:
<TABLE>
<CAPTION>

                                                                                                          Weighted
                                                                                                          Average
                                                          1994      Company's                             Exercise
                                                       Incentive    Directors      SPC         Non-      Price Per
                                                          Plan        Plan        Plans        Plan        Share
                                                       ----------   ----------   ---------    --------    ---------
     <S>                                               <C>          <C>          <C>          <C>         <C>
     Outstanding at January 1, 1998 . . . . . . .       1,158,231     118,445      71,916       50,000    $   6.87
       Granted. . . . . . . . . . . . . . . . . . .       495,001      49,998          --           --         .95
       Forfeited. . . . . . . . . . . . . . . . . .      (511,535)    (12,781)    (63,876)     (33,334)      (7.26)
       Repriced - granted . . . . . . . . . . . . .       430,723      34,477          --           --        1.38
       Repriced - forfeited . . . . . . . . . . . .      (430,723)    (34,477)         --           --       (4.01)
                                                       -----------  ---------    ---------    ---------   ---------
     Outstanding at December 31, 1998 . . . . . . .     1,141,697     155,662       8,040       16,666    $   2.43
       Granted. . . . . . . . . . . . . . . . . . .       400,000      75,000     215,000      442,033        1.58
       Forfeited. . . . . . . . . . . . . . . . . .      (177,212)    (55,555)     (5,055)      (3,000)      (2.27)
       Exercises. . . . . . . . . . . . . . . . . .       (13,478)     (2,222)         --       (1,750)       1.35
                                                       -----------  ----------   ---------    ---------   ---------
     Outstanding at December 31, 1999 . . . . . . .     1,351,007     172,885     217,985      453,949    $   2.13
                                                       ===========  ==========   =========    =========   =========

     Exercisable at December 31, 1999 . . . . . . .       795,880     116,283      78,147      174,032    $   2.59
                                                       ===========  ==========   =========    =========   =========

     Exercisable at December 31, 1998 . . . . . . .       459,929     130,592       8,040       16,666    $   3.72
                                                       ===========  ==========   =========    =========   =========
</TABLE>

     As of December 31, 1999, 5,899,119 shares of common stock are reserved
     for issuance under the plans described above.

     On May 27, 1998, the Company  effected a  one-for-three  reverse stock
     split.  All option  balances and  activities  have been adjusted to reflect
     this reverse stock split.

     Effective July 1998, the Company adopted a repricing program pursuant
     to which (a) the Company offered to each optionee (each, an "Eligible
     Optionee") granted one or more options under any of the Company's various
     stock plans who, as of July 17, 1998, was either an employee or a director
     of the Company, the right to exchange each outstanding option (each, an
     "Eligible Option") granted to such Eligible Optionee under the Company's
     various stock option plans for the issuance of two options, the first such
     option (the "New Option") entitling the Eligible Optionee to purchase up to
     75% of the number of shares of common stock that were issuable under the
     Eligible Option so exchanged, at an exercise price per share equal to
     $1.375, the closing per share price on the effective date of the repricing
     program, and the second such option (the "Non-Repriced Option") entitling
     such Eligible Optionee to purchase up to 25% of the number of shares of
     common stock that were issuable under the Eligible Option so exchanged, at
     an exercise price per share equal to the exercise price per share under the
     Eligible Option so exchanged. To the extent the Eligible Option so
     exchanged was exercisable, the Non-Repriced Option shall be exercisable
     and, where the number of shares exercisable under the Eligible Option so
     exchanged exceeded the number of shares issuable under the Non-Repriced
     Option, any such options shall be immediately exercisable under the New
     Option. Further, to the extent the Eligible Option so exchanged was not
     exercisable, the Non-Repriced Option shall first become exercisable in
     accordance with the earliest dates set forth in the Eligible Option so
     exchanged for the exercisability of shares issuable under the Eligible
     Option so exchanged, and the shares of common stock issuable under the New
     Option shall become exercisable over the next four years. In addition, each
     New Option shall have a term expiring ten years from the effective date of
     the repricing program and shall be deemed granted under such of the Plans
     under which the Eligible Option was originally granted and the Non-Repriced
     Option shall be deemed granted under such of the Plans under

                                      F-21
<PAGE>
                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     which the Eligible Option was originally granted. Except as otherwise
     noted, each of the Repriced Options shall otherwise be identical to the
     Eligible Option so exchanged.

     The weighted average fair value of options granted was $.93 and $.60 for
     1999 and 1998, respectively.

     At December 31, 1999, for each of the following classes of options as
     determined by range of exercise price, the following information regarding
     weighted-average exercise prices and weighted average remaining contractual
     lives of each class is as follows:
<TABLE>
<CAPTION>

                                                                                                     Weighted
                                                                   Weighted                          Average
                                                   Weighted        Average                           Exercise
                                                   Average        Remaining         Number of        Price of
                                       Number      Exercise     Contract Life        Options         Options
                                         of        Price of     of Outstanding      Currently       Currently
          Option Class                Options       Options        Options         Exercisable     Exercisable
          ------------                -------       -------        -------         -----------     -----------

     Prices ranging from:
       <S>                          <C>           <C>               <C>             <C>              <C>
       $  0.59 - $  1.38 . . . .    1,700,005     $   1.16          8.94            797,609          $ 1.07
       $  2.00 - $  3.83 . . . .      358,235         3.35          8.38            241,066            3.48
       $  4.50 - $  7.50 . . . .       54,776         6.64          5.22             54,109            6.63
       $ 10.99 - $ 13.99 . . . .       57,729        11.85          6.08             52,033           11.92
       $ 17.63 - $ 23.25 . . . .       25,081        17.64          6.58             19,525           17.65
</TABLE>

     Pro forma information regarding net income (loss) and earnings (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 1999 and 1998, respectively:
     weighted-average risk-free interest rates of 5.3% for 1999 and 5.21% for
     1998; no dividends; volatility factors of the expected market price of the
     Company's common stock of 100% for 1999 and 70% for 1998; and a
     weighted-average expected life of the options of 2 years for 1999 and 5
     years for 1998.

     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>

                                                                           1999           1998
                                                                           ----           ----
          <S>                                                         <C>             <C>
          Pro forma net loss . . . . . . . . . . . . . . . . . .      $ (7,036,731)   $ (3,083,875)
          Pro forma net loss per share - basic and diluted . . .      $      (1.18)   $       (.84)
</TABLE>

     The pro forma disclosures presented above for 1999 and 1998,
     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.

                                      F-22

<PAGE>
                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10.  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 $3,310 and $3,444 for 1999 and
     1998, respectively. The Company provides similar plans for the benefit of
     eligible employees at its European subsidiaries.

11.  COMMITMENTS AND CONTINGENCIES

     LITIGATION

     On January 30, 1998, an action was commenced against the Company, its
     current chief executive officer and its former chief executive officer. The
     action alleged that the plaintiffs' investment in 296,333 shares of common
     stock for $919,495 was made based upon certain information that was
     intended to deceive the plaintiffs. The plaintiffs sought to recind the
     investment and certain other relief. The case has been dismissed with
     prejudice with no further cost to the Company.

     In May 1998, an action commenced by the Company's former Chairman of
     the Board, President and Chief Executive Officer and his wife, also a
     former officer and director of the Company, was settled at a cost to the
     Company of approximately $200,000, which amount had been accrued at
     December 31, 1997.

     In the fourth quarter of 1998, an action was commenced against the
     Company in California in which plaintiff is seeking $300,000 in damages for
     the Company's alleged violation of a lease for office space located in San
     Jose, California. This is 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. The Company no
     longer has any offices at this location. The Company has filed an answer in
     this action denying the plaintiffs' claims and plans to file a summary
     judgement motion seeking a determination in its favor on the claims. The
     Company believes that the plaintiffs claims are without merit and intends
     to vigorously defend itself in this action.

     In February 2000 the Company received a demand for arbitration with
     respect to certain fees payable in connection with an investment banking
     agreement which it terminated. The claim calls for payment of $45,000 and
     reinstatement of warrants to purchase 150,000 shares of common stock,
     cancelled upon termination, and legal and other expenses in connection with
     the arbitration. The Company believes that the claims in this action are
     without merit and intends to vigorously defend itself in this action.

     The Company has other litigation matters in progress in the ordinary
     course of business. In the opinion of management, all pending litigation of
     the Company will be resolved without a material adverse effect on the
     Company's financial position, results of operations or cash flows.

     EMPLOYMENT AGREEMENT

     On July 14, 1999, the Company entered into a three-year employment
     agreement with the Company's President and Chief Executive Officer, Mark E.
     Leininger. Under the terms of the agreement, Mr. Leininger will receive
     $162,500 base pay with minimum $10,000 annual increases during the term of
     the agreement. Such annual increases may be revised upward at the
     discretion of the Compensation Committee of the Board of Directors. Mr.
     Leininger will receive a $25,000 bonus upon the Company's attainment of its
     first profitable fiscal quarter. Mr. Leininger will also receive a
     quarterly bonus of 3% of the Company's income before extraordinary items.
     In the event of a change of control, the agreement provides that Mr.
     Leininger shall have the right to terminate the employment agreement within
     six months

                                      F-23
<PAGE>
                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.  COMMITMENTS AND CONTINGENCIES (CONTINUED)

     thereafter, and receive payment of three times the average
     annual cash compensation paid by the Company to Mr. Leininger over the
     previous five years, less $1.00. The agreement further contains
     restrictions on the officer engaging in competition with the Company for
     the term thereof and for up to one year thereafter, and provisions
     protecting the Company's proprietary rights and information.

     LONG TERM CONSULTING AGREEMENT

     The Company has entered into a five-year financial consulting
     agreement pursuant to which the Company is required to pay .30% 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 may
     be automatically extended by an additional eighteen months if the Company
     reports annual net revenues of $40,000,000, and an additional eighteen
     months should net revenues exceed $60,000,000. At December 31, 1999 the
     Company has accrued $125,000 in connection with this agreement.

     PURCHASE COMMITMENT

     On July 27, 1999 the Company entered into a minimum annual purchase
     commitment of approximately $230,000 with a distributor of certain software
     the Company intends to sell in its direct mail operation.

12.  FOREIGN AND DOMESTIC OPERATIONS

     The Company conducts its business within the computer software industry.

     Foreign and  domestic  operations  as of December 31, 1999 and for the year
     then ended are as follows:

<TABLE>
<CAPTION>

                                                           United
                                                           States            Europe           Consolidated
                                                        ------------      ------------        ------------
     <S>                                                <C>               <C>                 <C>
     Net sales. . . . . . . . . . . . . . . . . . . .   $  6,730,271      $ 13,161,086        $ 19,891,357
     Income (loss) before income taxes. . . . . . . .     (4,085,861)       (1,791,619)         (5,877,480)
     Depreciation and amortization. . . . . . . . . .      2,758,104           149,654           2,907,758
     Income tax expense (benefit) . . . . . . . . . .       (216,044)          (34,934)           (250,978)
     Interest expense . . . . . . . . . . . . . . . .         29,494            12,128              41,622
     Interest income. . . . . . . . . . . . . . . . .        (55,181)          (24,088)            (79,269)

     Identifiable assets as of December 31, 1999. . .   $  6,214,873      $  4,260,098        $ 10,474,971
                                                        =============     =============       =============
</TABLE>

     Foreign and  domestic  operations  as of December 31, 1998 and for the year
     then ended are as follows:
<TABLE>
<CAPTION>

                                                           United
                                                           States            Europe           Consolidated
                                                        -------------     -------------       ------------
     <S>                                                <C>               <C>                 <C>
     Net sales . . . . . . . . . . . . . . . . . . . .  $  8,431,271      $  9,840,462        $  18,271,733
     Income (loss) before income taxes . . . . . . . .    (3,071,051)          693,877           (2,377,174)
     Depreciation and amortization . . . . . . . . . .     2,462,708           108,216            2,570,924
     Income tax expense. . . . . . . . . . . . . . . .            --            29,541               29,541
     Interest expense. . . . . . . . . . . . . . . . .        24,085            25,000               49,085
     Interest income . . . . . . . . . . . . . . . . .       (60,148)          (87,566)            (147,714)

     Identifiable assets as of December 31, 1998 . . .  $  5,523,240      $  4,789,456        $  10,312,696
                                                        =============     =============       ==============
</TABLE>

                                       F-24


<PAGE>
                                  VIZACOM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13.  RELATED PARTY TRANSACTIONS

     The Company compensates its Chairman of the Board for his services as such
     at the rate of $60,000 per annum.  During 1998, the Company paid $30,000
     under this arrangement and issued 30,000 shares of Common Stock in
     satisfaction of $22,500 of its obligations under such compensation
     arrangement.  In November 1999, the Company agreed to pay its Chairman
     an additional $3,000 per month for November and December 1999 for
     additional services the Company requested that he perform.

     The Company incurred legal expenses of approximately $447,000 in 1999
     (approximately $123,000 related to equity transactions and was charged to
     additional paid in capital) and $448,000 in 1998 to a law firm in which a
     director of the Company was a member, of which approximately $124,000 is
     included in accounts payable at December 31, 1999.

     In April 1999, the Company issued options to purchase 25,000 shares of
     its common stock to employees of its legal counsel, at an exercise price of
     $1.03. In July 1999, 50,000 shares of common stock were issued to the
     members of the Company's corporate law firm, of which a director of the
     Company is a member, in payment of legal fees. In addition, in June and
     July 1999, options to purchase an aggregate of 100,000 shares of common
     stock were granted to the members of this law firm at exercise prices of
     $2.75 and $3.08 per share. Options to purchase 75,000 of these shares were
     granted under the Company's 1994 Long Term Incentive Plan.

     On January 28, 2000 the Company issued options to purchase 24,000
     shares of its common stock to certain members of this law firm.

14.  CUSTOMER CONCENTRATION AND CREDIT RISK

     For the year ended December 31, 1999, one customer accounted for 19%
     of the Company's consolidated net accounts receivable. For the year ended
     December 31, 1998, the same customer accounted for approximately 12.7% and
     36% of consolidated net revenues and accounts receivable, respectively. 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. The Company does not have
     a concentration of available sources of labor, services, licenses or other
     rights that could, if suddenly eliminated, have a material adverse impact
     on its operations.

15.  SUBSEQUENT EVENTS

     On January 8, 2000 the Company entered into a $1,000,000 unsecured
     line of credit note agreement with a foreign company under which it
     borrowed the maximum amount and repaid it in full with accrued interest in
     March 2000. See Note 6.

     On January 8, 2000 the Company entered into a consulting agreement
     under which the Company issued an aggregate of 650,000 warrants exercisable
     at $3.00 per share.

     The Company entered into multiple acquisitions subsequent to December
     31, 1999. On February 15, 2000 the Company acquired Renaissance Multimedia.
     On March 9, 2000 the Company acquired Junction 15. On March 27, 2000 the
     Company acquired PWR Systems. These acquisitions are described in Notes 2
     and 3.

     In March 2000 the Company completed two private placements in which it sold
     an aggregate of 1,699,425 shares of its common stock for gross proceeds of
     $7,609,289, before associated transaction costs. See Note 7.

                                      F-25
<PAGE>

16.  Developments after March 27, 2000 (unaudited)

     Preliminary Consolidated Results for 2000
     -----------------------------------------

     The Company  reported a net loss of  $6,714,637  for the nine months  ended
     September 30, 2000, and negative  working capital of $2,851,568 at
     September 30, 2000. The Company has made a preliminary estimate that it
     incurred a further net loss of  approximately  $2.7 million during the
     fourth quarter of 2000, and that it had a working capital deficiency of
     approximately $3.8 million as of December 31, 2000.  These estimates are
     tentative and are subject to adjustment.  The Company's  budget over the
     twelve  months ending  December 31, 2001 indicates that it will  need to
     raise  approximately  $2  million  to meet  liquidity  and capital
     expenditure  requirements  through one or more debt or equity offerings,
     through the disposition of assets or through a merger or acquisition.
     There can be no  assurance  that  cash  outflows  will  not  accelerate  or
     that  based on currently  anticipated  levels of activity  the Company
     will be  successful  in arranging or completing  any such financing or
     other  transactions,  or that the terms  of  any  such  financing  or other
     transactions  will  alleviate  for a reasonable  period of time the
     negative  conditions  and  circumstances.  If the Company is unable to
     raise the necessary capital,  its status as a going concern might be
     adversely affected.

     Reissuance of report of independent auditors with respect to Serif (Europe)
     Limited
     ---------------------------------------------------------------------------

     On January 26,  2001,  the  auditors  of the  Company's  wholly  owned
     UK-based  subsidiary,  Serif (Europe)  Limited,  reissued their report with
     respect to such  subsidiary's  financial  statements as of and for the year
     ended  December  31,  1999.  Such  report,  as  reissued,  includes
     a newly-added explanatory paragraph which contains language concerning
     such subsidiary's uncertain going concern status.


                                       F-26
<PAGE>
  INDEPENDENT AUDITORS' REPORT

  To the Board of Directors
  Renaissance Computer Art Center, Inc.
  New York, New York


  We have audited the  accompanying  balance sheet of  Renaissance  Computer Art
  Center, Inc. as of December 31, 1999, and the related statements of operations
  and retained earnings and cash flows for the year then ended.  These financial
  statements  are  the   responsibility   of  the  Company's   management.   Our
  responsibility is to express an opinion on these financial statements based on
  our audit.

  We  conducted  our  audit  in  accordance  with  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  enumerated above present fairly, in
  all material  respects,  the financial  position of  Renaissance  Computer Art
  Center,  Inc. as of December 31, 1999,  and the results of its  operations and
  its cash flows for the year then ended in conformity  with generally  accepted
  accounting principles.




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

  New York, New York
  March 20, 2000

                                      F-27

<PAGE>


RENAISSANCE COMPUTER ART CENTER, INC.

BALANCE SHEET
DECEMBER 31, 1999
<TABLE>
<CAPTION>

ASSETS
Current assets:
<S>                                                              <C>
  Cash and cash equivalents . . . . . . . . . . . . . . . . . .  $  131,316
  Accounts receivable . . . . . . . . . . . . . . . . . . . . .     245,270
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . .      19,854
                                                                 -----------
    Total current assets                                            396,440

Property and equipment, at cost, less accumulated
  depreciation of $195,507 . . . . . . . . . . . . . . . . . .       81,677
Security deposits and other assets . . . . . . . . . . . . . .       14,424
                                                                 -----------
                                                                 $  492,541
                                                                 ===========

LIABILITIES
Current liabilities:
  Notes payable. . . . . . . . . . . . . . . . . . . . . . . .   $   13,663
  Accounts payable . . . . . . . . . . . . . . . . . . . . . .       57,451
  Accrued expenses and other current liabilities . . . . . . .      144,352
  Deferred income taxes. . . . . . . . . . . . . . . . . . . .       14,000
  Capital lease obligation . . . . . . . . . . . . . . . . . .        6,793
  Due to shareholder . . . . . . . . . . . . . . . .                 19,475
                                                                 -----------
    Total current liabilities                                       255,734

Note payable - long-term . . . . . . . . . . . . . . . . . . .       39,381
Capital lease obligation - long-term . . . . . . . . . . . . .        1,803
                                                                 -----------
                                                                    296,918
                                                                 -----------

Commitments and contingencies

SHAREHOLDERS' EQUITY
Common stock, no par value; 1,000 shares
   authorized; 500 shares issued and outstanding . . . . . . .        1,000
Additional paid-in capital . . . . . . . . . . . . . . . . . .      119,577
Retained earnings. . . . . . . . . . . . . . . . . . . . . . .       75,046
                                                                 -----------
                                                                    195,623
                                                                 -----------
                                                                 $  492,541
                                                                 ===========
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      F-28

<PAGE>

RENAISSANCE COMPUTER ART CENTER, INC.
<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS AND RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1999

<S>                                                              <C>
Net revenues. . . . . . . . . . . . . . . . . . . . . . . . .    $1,531,400
Cost of goods sold. . . . . . . . . . . . . . . . . . . . . .       546,490
                                                                 -----------

Gross profit. . . . . . . . . . . . . . . . . . . . . . . . .      984,910
Selling, general and administrative expenses. . . . . . . . .      925,276
                                                                 ----------

Income from operations. . . . . . . . . . . . . . . . . . . .       59,634

Other income (expenses):
  Other income. . . . . . . . . . . . . . . . . . . . . . . .         2,456
  Interest expense. . . . . . . . . . . . . . . . . . . . . .          (788)
                                                                 -----------

Income before provision for income taxes. . . . . . . . . . .        61,302
Provision for income taxes. . . . . . . . . . . . . . . . . .        23,000
                                                                 -----------

Net Income. . . . . . . . . . . . . . . . . . . . . . . . . .        38,302
Retained earnings, beginning of year  . . . . . . . . . . . .        36,744
                                                                 -----------

Retained earnings, ending of year . . . . . . . . . . . . . .    $   75,046
                                                                 ===========
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS

                                      F-29

<PAGE>

RENAISSANCE COMPUTER ART CENTER, INC.
<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1999

Cash flows from operating activities:
<S>                                                              <C>
  Net income. . . . . . . . . . . . . . . . . . . . . . . . .    $   38,302
  Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation and amortization . . . . . . . . . . . . . .        24,639
    Deferred income taxes . . . . . . . . . . . . . . . . . .        14,000
    Changes in:
      Accounts receivable . . . . . . . . . . . . . . . . . .      (121,575)
      Prepaid expenses. . . . . . . . . . . . . . . . . . . .       (19,854)
      Other assets. . . . . . . . . . . . . . . . . . . . . .        (4,203)
      Accounts payable. . . . . . . . . . . . . . . . . . . .        47,513
      Accrued expenses and other current liabilities. . . . .        65,001
                                                                 -----------

        Net cash provided by operating activities                    43,823
                                                                 -----------

Cash flows from investing activities:
  Purchases of property and equipment. . . . . . . . . . . .       (42,096)
                                                                 ----------

Cash flows from financing activities:
  Proceeds from issuance of notes payable. . . . . . . . . .         55,000
  Payment of notes . . . . . . . . . . . . . . . . . . . . .         (1,956)
  Payments of capital lease obligation . . . . . . . . . . .        (17,292)
                                                                 -----------
      Net cash provided by financing activities. . . . . . .         35,752
                                                                 -----------

Increase in cash and cash equivalents                                37,479
Cash and cash equivalents, beginning of year . . . . . . . .         93,837
                                                                 -----------

Cash and cash equivalents, end of year . . . . . . . . . . .     $  131,316
                                                                 ===========

Supplemental disclosures of cash flow information:
  Cash paid for interest. . . . . . . . . . . . . . . . . .      $      788
  Cash paid for income taxes. . . . . . . . . . . . . . . .      $   41,243

Noncash investing and financing transaction:
  Purchase of equipment through capital leases. . . . . . .      $    2,902
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS

                                      F-30


<PAGE>

RENAISSANCE COMPUTER ART CENTER, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999

NOTE A - ORGANIZATION AND BUSINESS

Renaissance  Computer Art Center,  Inc. (the  "Company") is a  full-service  new
media design and production  firm,  focused on interactive  multimedia  Internet
websites and events.  The Company also develops  business-to  business marketing
tools using  multimedia and digital  video.  The Company's  production  services
include project development,  scripting,  design,  illustration,  authoring, and
software programming.


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 [1]   CASH EQUIVALENTS:

 The Company  considers  all highly  liquid debt  instruments  purchased  with a
 maturity of three months or less to be cash equivalents.

 [2] PROPERTY AND EQUIPMENT:

 Property and equipment are reported at cost.  Major  expenditures  for property
 and  those  which   substantially   increase  useful  lives  are   capitalized.
 Maintenance,  repairs, and minor renewals are expensed as incurred. When assets
 are retired or  otherwise  disposed  of,  their  costs and related  accumulated
 depreciation  are removed from the accounts,  and resulting gains or losses are
 included  in  operations.  Depreciation  is  provided  through  the  use of the
 straight-line method over the estimated useful lives of the related assets.

 [3] USE OF ESTIMATES:

 The preparation of financial  statements in conformity with generally  accepted
 accounting  principles  requires  management to make estimates and  assumptions
 that  affect  reported  amounts  of assets and  liabilities  at the date of the
 financial  statements and the reported  amounts of revenues and expenses during
 the reporting period. Actual results could differ from those estimates.

 [4] CONCENTRATION OF CREDIT RISK:

 Financial  instruments  which  potentially  subject  the Company to credit risk
 consist  principally of trade  receivables.  To reduce credit risk, the Company
 performs  credit  evaluations  of  its  customers'  financial  condition.   The
 Company's customers,  with which it does the majority of its business, are well
 known and financially stable. The Company maintains reserves when necessary for
 potential  credit  losses  for trade  accounts  receivable.  Historically,  the
 Company has not experienced any significant  losses in any particular  industry
 or geographic area.

                                      F-31
<PAGE>
RENAISSANCE COMPUTER ART CENTER, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 [5] ADVERTISING COSTS:

 Advertising costs are expensed as incurred.


 [6] FAIR VALUE OF FINANCIAL INSTRUMENTS:

 Carrying amounts of the Company's financial instruments including cash and cash
 equivalents,   accounts   receivable,   accounts  payable,  and  other  current
 liabilities  approximate fair value due to their  relatively short  maturities.
 The carrying amount of notes payable  approximated  fair value because interest
 is charged at market rates.

 [7] REVENUE RECOGNITION:

 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.

 [8] INCOME TAXES:

 The liability method is used in accounting for income taxes. Under this method,
 deferred tax assets and  liabilities  are determined  based on the  differences
 between financial reporting and the tax bases of assets and liabilities and are
 measured  using  enacted  laws and tax rates  that  will be in effect  when the
 differences are expected to reverse.


NOTE C - PROPERTY AND EQUIPMENT

Property and equipment consists of the following as of December 31, 1999:
<TABLE>
<CAPTION>

                                   ESTIMATED USEFUL
                                         LIVES              COST
                                   ----------------      ----------

     <S>                            <C>                   <C>
     Computer software                 3 years            $ 20,000
     Computer equipment                5 years             231,883
     Furniture and equipment           7 years              20,751
     Leasehold improvements         Life of lease            4,550
                                                          --------

                                                           277,184
     Less accumulated depreciation                         195,507
                                                          --------

     Net property and equipment                           $ 81,677
                                                          ========
</TABLE>

                                      F-32

<PAGE>
RENAISSANCE COMPUTER ART CENTER, INC.

NOTES TO FINANCIAL STATMENTS
DECEMBER 31, 1999

NOTE C - PROPERTY AND EQUIPMENT (CONTINUED)

The Company has acquired  computer  equipment under lease  arrangements that are
classified as capital leases. These acquisitions are accordingly included in the
property and equipment balances (see Note D[1] below).

Depreciation  and  amortization  expense was $24,639 for the year ended December
31, 1999.


NOTE D - CAPITAL LEASES

As discussed in Note C above,  the Company  acquired  computer  equipment  under
lease arrangements  classified as capital leases. The lease obligations  require
aggregate  installments  ranging  from $157 to $968 per month  through  December
2001. The interest rates on these leases range from approximately 12% to 18%.

The following is a schedule of future minimum lease payments under capital lease
obligations at December 31,1999:
<TABLE>
<CAPTION>


     YEAR ENDING
     DECEMBER 31,                                 AMOUNT
     ------------                               ----------

        <S>                                     <C>
        2000                                    $ 7,433
        2001                                      1,883
                                                -------

                                                  9,316
     Less amount representing interest              720
                                                -------

     Present value of minimum lease payments      8,596
     Less current portion                         6,793
                                                -------

     Long-term portion                          $ 1,803
                                                =======
</TABLE>

The net book value of equipment  held under capital  leases at December 31, 1999
was $17,545.


NOTE E - NOTE PAYABLE
<TABLE>
<CAPTION>

     <S>                                                           <C>
     Due in monthly installments of $1,956, which includes
       interest at 13.671%, commencing on January 1, 2000
       and continuing through November 1, 2002                     $ 53,044
     Less current portion                                            13,663
                                                                   --------

                                                                   $ 39,381
                                                                   ========
</TABLE>

                                      F-33

<PAGE>
RENAISSANCE COMPUTER ART CENTER, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999

NOTE E - NOTE PAYABLE (CONTINUED)

The  following  is a schedule of future  payments  due under the note payable at
December 31, 1999:
<TABLE>
<CAPTION>


     YEAR ENDING
     DECEMBER 31,                                 AMOUNT
     ------------                               ----------

<S>                                             <C>
        2000                                    $  13,663
        2001                                       19,266
        2002                                       20,115
                                                ---------

                                                $  53,044
                                                =========

</TABLE>


NOTE F - OPERATING LEASE

The  Company  rents  office  space  in New York  City  under a  five-year  lease
arrangement  ending April 2002 that is  classified as an operating  lease.  Rent
expense was approximately $44,000 for the year ended December 31, 1999.

The following is a schedule of the future  minimum lease  obligations  under the
operating lease at December 31, 1999:

<TABLE>
<CAPTION>

     YEAR ENDING
     DECEMBER 31,                                 AMOUNT
     ------------                               ----------

        <S>                                      <C>
        2000                                     $ 54,000
        2001                                       55,000
        2002                                       19,000
                                                 --------

                                                 $128,000
                                                 ========
</TABLE>


NOTE G - INCOME TAXES

The provision for income taxes for the year ended  December 31, 1999 is composed
of the following:

<TABLE>
<CAPTION>

     <S>                                          <C>
     Current:
       Federal                                    $  6,000
       State and local                              12,000
                                                  --------

                                                    18,000
                                                  --------

     Deferred:
       Federal                                      2,800
       State and Local                              2,200
                                                  -------
                                                    5,000
                                                  -------
                                                  $23,000
                                                  =======
</TABLE>

                                      F-34

<PAGE>

RENAISSANCE COMPUTER ART CENTER, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999

NOTE G - INCOME TAXES (CONTINUED)

The  Company  files its  income tax  returns  on the cash  basis of  accounting.
Deferred  income taxes  represent the expected  future tax  consequences  of the
differences  between  (i) the  carrying  amounts of the  assets and  liabilities
(principally accounts receivable and accounts payable and accrued expenses which
are stated,  for financial  reporting  purposes,  on the accrual basis) and (ii)
their income tax basis, and differences in depreciation for financial  reporting
and income tax purposes.

Deferred tax assets and liabilities at December 31, 1999 consist of:
<TABLE>
<CAPTION>

     <S>                                          <C>
     Deferred tax asset:
       Depreciation                               $  2,000
     Deferred tax liability:
       Accrual to cash basis                       (16,000)
                                                  ---------
     Net deferred tax liability                   $(14,000)
                                                  =========
</TABLE>

The difference between the provision for taxes computed at the statutory rate of
15% and the reported amount of tax expense  attributable to income before income
tax is principally due to state and local income taxes.


NOTE H - ADVERTISING COSTS

The Company recorded  advertising expense of approximately  $42,000 for the year
ended December 31, 1999.


NOTE I - DUE TO SHAREHOLDER

The loan payable to a shareholder  is expected to be forgiven upon  consummation
of the business combination referred to in Note J.


NOTE J - SUBSEQUENT EVENT

On February  15, 2000,  the Company was  acquired by Vizacom Inc. The  aggregate
purchase  was  approximately  $2,000,000,  of which  $1,750,000  was paid to the
Companys'  shareholders  by issuance of 449,870  shares of Vizacom  Inc.  common
stock,  and the balance of $250,000  consisted of a cash payment.  Additionally,
Vizacom Inc.  granted  options to purchase an aggregate of 600,000 shares of its
common stock under its 1994 Long-term Incentive Plan to certain employees of the
Company.

                                      F-35


<PAGE>
JUNCTION 15 LIMITED

DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 1999

The directors  present their report and financial  statements for the year ended
31 December 1999.

PRINCIPAL ACTIVITIES AND REVIEW OF THE BUSINESS
The principal  activity of the company  continued to be that of the provision of
computer consultancy services.

The directors expect substantial sales growth and a profitable current year.

RESULTS AND DIVIDENDS
The results for the year are set out on page 4.

The  company  paid  a  dividend  in excess of its distributable reserves. At the
time the dividend was paid there were sufficient  distributable reserves,  based
on interim accounts to cover the amount of the dividend.

The directors do not propose a final dividend.

POST BALANCE SHEET EVENTS
Vizacom Inc. acquired all of the company's issued share capital on 9 March 2000.

YEAR 2000
The  company  did  not  experience  any year 2000 compliance  issues on the year
change.  The  directors  are  satisfied  that all  major  computer  systems  are
compliant,  although given the complexity of the problem, it is not possible for
any  organisation  to guarantee  that no further year 2000  problems will arise.
However,  the directors consider that it has sufficient  resources  available to
deal promptly with any such issues,  and do not expect to have to expend amounts
in excess of normal computer costs on these.

DIRECTORS
The following directors have held office since 1 January 1999:

Ian C.N. McCalla
Paul J. Simpson

                                      F-36

<PAGE>

DIRECTORS' INTERESTS
The  directors' beneficial  interest in the shares of the company were as stated
below:

<TABLE>
<CAPTION>

                                 Ordinary shares of BP0.10p each              Ordinary bearer shares of BP0.10p each
                              --------------------------------------       ------------------------------------------
                               31 December 1999      1 January 1999         31 December 1999         1 January 1999
                               ----------------      --------------         ----------------         --------------
<S>                                   <C>                  <C>                     <C>                     <C>
Ian C.N. McCalla . . . . .            --                   --                      --                      --
Paul J. Simpson. . . . . .            --                   --                      --                      --
</TABLE>

<TABLE>
<CAPTION>

                               'A' Ordinary shares of BP0.10p each          'B' Ordinary bearer shares of BP0.10p each
                              --------------------------------------       ------------------------------------------
                               31 December 1999      1 January 1999         31 December 1999         1 January 1999
                               ----------------      --------------         ----------------         --------------

<S>                                  <C>                 <C>                       <C>                     <C>
Ian C.N. McCalla . . . . .           620                 26,300                    --                      --
Paul J. Simpson. . . . . .            --                     --                 9,140                   8,790
</TABLE>

<TABLE>
<CAPTION>
                                                        'C' Ordinary shares of BP0.10p each
                                                     ---------------------------------------
                                                      31 December 1999       1 January 1999
                                                      ----------------       --------------
<S>                                                          <C>                   <C>
Ian C.N. McCalla. . . . . . . . . . . . . . . .              --                    --
Paul J. Simpson . . . . . . . . . . . . . . . .              --                    --
</TABLE>

                                      F-37
<PAGE>

AUDITORS
In accordance with section 385 of the Companies Act 1985, a resolution proposing
that Silver Levene be reappointed as auditors of the company will be put to the
Annual General Meeting.

DIRECTORS' RESPONSIBILITIES
Company law requires  the  directors to prepare  financial  statements  for each
financial  year  which  give a true and fair view of the state of affairs of the
company and of the profit or loss of the company for that  period.  In preparing
those financial statements, the directors are required to:
     -    select suitable accounting policies and then apply them consistently;
     -    make judgements and estimates that are reasonable and prudent;
     -    prepare the financial statements on the going concern basis unless it
          is inappropriate to presume that the company will continue in
          business.

The  directors  are  responsible  for  keeping proper  accounting  records which
disclose  with  reasonable  accuracy at any time the  financial  position of the
company and to enable them to ensure that the financial  statements  comply with
the Companies Act 1985. They are also responsible for safeguarding the assets of
the  company  and hence for  taking  reasonable  steps  for the  prevention  and
detection of fraud and other irregularities.

By order of the board

Ian C.N. McCaIla
Director
4 April 2000

                                      F-38
<PAGE>


JUNCTION 15 LIMITED

AUDITORS' REPORT
TO THE BOARD OF DIRECTORS OF JUNCTION 15 LIMITED

We  have   audited   the   financial   statements  on pages 4 to 15 for the year
ended  December  31, 1999 which have been  prepared  under the  historical  cost
convention and on the basis of the accounting  policies set out in page 8 to the
financial  statements.  These financial statements are the responsibility of the
Company's  management.  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
which do not differ in any  significant  respect  from 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,  an assessment of the significant  estimates and judgements
made by the directors in the  preparation  of the financial  statements,  and of
whether the accounting policies are appropriate to the company's  circumstances,
consistently  applied  and  adequately  disclosed.  We  believe  that our audits
provide a reasonable basis for our opinion.

In  forming  our  opinion,  we  have  considered the adequacy of the disclosures
made in note 1 of the attached  financial  statements  concerning the ability to
generate profits and the continued  support of the Company's bankers and owners.
In view of the significance of this matter,  we consider that it should be drawn
to your attention but our opinion is not qualified in this respect.

In  our  opinion  the  financial   statements  referred to above present fairly,
in all material  respect,  the  financial  position of Junction 15 Limited at 31
December 1999 and the results of its  operations and its cash flows for the year
then ended, in conformity with accounting  principles  generally accepted in the
United Kingdom.


/s/ Silver Levene
SILVER LEVENE                                April 4, 2000

Chartered Certified Accountants              37 Warren Street
REGISTERED AUDITORS                          London, United Kingdom WIP 5PD

                                      F-39
<PAGE>


JUNCTION 15 LIMITED

PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 1999

<TABLE>
<CAPTION>
                                                                          1999
                                                         Notes              $

<S>                                                        <C>          <C>
TURNOVER. . . . . . . . . . . . . . . . . . . . .          2              717,804
Cost of sales . . . . . . . . . . . . . . . . . .                        (357,088)
                                                                        ----------
GROSS PROFIT. . . . . . . . . . . . . . . . . . .                         360,716

Distribution costs. . . . . . . . . . . . . . . .                         (78,840)
Administrative expenses . . . . . . . . . . . . .                        (314,100)
Other operating income. . . . . . . . . . . . . .                             647
                                                                        ----------
OPERATING LOSS. . . . . . . . . . . . . . . . . .          3              (31,577)
Interest payable and similar charges. . . . . . .          4               (6,912)
                                                                        ----------
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION . . .                         (38,489)
Tax on loss on ordinary activities. . . . . . . .          5                1,819
                                                                        ----------
LOSS ON ORDINARY ACTIVITIES AFTER TAXATION. . . .                         (36,670)
Dividends . . . . . . . . . . . . . . . . . . . .          6               (3,701)
RETAINED LOSS FOR THE YEAR. . . . . . . . . . . .         14              (40,371)
                                                                        ==========
</TABLE>


The profit and loss account has been  prepared on the basis that all  operations
are continuing operations.

There are no recognised  gains and losses other than those  passing  through the
profit and loss account.

                                      F-40
<PAGE>


JUNCTION 15 LIMITED

BALANCE SHEET
AS AT 31 DECEMBER 1999

<TABLE>
<CAPTION>
                                                                               1999
                                                         Notes           $            $
<S>                                                       <C>                      <C>
FIXED ASSETS
Tangible assets . . . . . . . . . . . . . . . . .          7                        39,009

CURRENT ASSETS
Stocks. . . . . . . . . . . . . . . . . . . . . .          8           5,363
Debtors . . . . . . . . . . . . . . . . . . . . .          9         231,862
Cash at bank and in hand. . . . . . . . . . . . .                         40
                                                                   ----------
                                                                     237,265

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR. .         10        (267,437)
                                                                   ----------

NET CURRENT LIABILITIES . . . . . . . . . . . . .                                   (30,172)
                                                                                   ---------
TOTAL ASSETS LESS CURRENT LIABILITIES . . . . . .                                     8,837
CREDITORS: AMOUNTS FALLING DUE AFTER MORE
    THAN ONE YEAR . . . . . . . . . . . . . . . .         11                        (19,194)
                                                                                   ---------
                                                                                    (10,357)
                                                                                   =========

CAPITAL AND RESERVES
Called up share capital . . . . . . . . . . . . .         13                         6,935
Share premium account . . . . . . . . . . . . . .         14                        26,534
Profit and loss account . . . . . . . . . . . . .         14                       (43,826)
                                                                                   --------
SHAREHOLDERS' FUNDS . . . . . . . . . . . . . . .         15                       (10,357)
                                                                                   ========
</TABLE>

The financial statements were approved by the Board on 4 April 2000

Ian C.N. McCalla                                  Paul J. Simpson
Director                                          Director


                                      F-41
<PAGE>


JUNCTION 15 LIMITED

CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 1999
<TABLE>
<CAPTION>

                                                                                    1999
                                                                                      $

<S>                                                                  <C>         <C>
NET CASH INFLOW/(OUTFLOW) FROM OPERATING ACTIVITIES. . . . . .                     6,979

RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
Interest paid. . . . . . . . . . . . . . . . . . . . . . . . .        (6,912)
                                                                     --------
NET CASH OUTFLOW FOR RETURNS ON INVESTMENTS AND SERVICING
     OF FINANCE. . . . . . . . . . . . . . . . . . . . . . . .                    (6,912)

CAPITAL EXPENDITURE
Payments to acquire tangible assets. . . . . . . . . . . . . .       (32,359)
                                                                     --------
NET CASH OUTFLOW FOR CAPITAL EXPENDITURE . . . . . . . . . . .                   (32,359)

EQUITY DIVIDENDS PAID. . . . . . . . . . . . . . . . . . . . .                    (3,701)
                                                                                 --------
NET CASH OUTFLOW BEFORE MANAGEMENT OF LIQUID RESOURCES
     AND FINANCING . . . . . . . . . . . . . . . . . . . . . .                   (35,993)

FINANCING
Issue of ordinary share capital. . . . . . . . . . . . . . . .        16,413
New long term bank loan. . . . . . . . . . . . . . . . . . . .        12,124
Other new long term loans. . . . . . . . . . . . . . . . . . .         7,070
Other new short term loans . . . . . . . . . . . . . . . . . .         6,859
Capital element of hire purchase contracts . . . . . . . . . .          (871)
                                                                     --------
NET CASH INFLOW/(OUTFLOW) FROM FINANCING . . . . . . . . . . .                    41,595
                                                                                 --------

INCREASE/(DECREASE) IN CASH IN THE YEAR. . . . . . . . . . . .                     5,602
                                                                                 ========
</TABLE>

                                      F-42

<PAGE>


JUNCTION 15 LIMITED

NOTES TO THE CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 1999
<TABLE>
<CAPTION>

1.   RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES
                                                                                           1999
                                                                                             $
     <S>                                                                                <C>
     Operating loss. . . . . . . . . . . . . . . . . . . . . . . . . . . .               (31,577)
     Depreciation of tangible assets . . . . . . . . . . . . . . . . . . .                17,530
     Decrease/(increase) in stocks . . . . . . . . . . . . . . . . . . . .                49,989
     Increase in debtors . . . . . . . . . . . . . . . . . . . . . . . . .              (137,752)
     Increase in creditors within one year . . . . . . . . . . . . . . . .               108,789
                                                                                        ---------
     NET CASH OUTFLOW FROM OPERATING ACTIVITIES. . . . . . . . . . . . . .                 6,979
                                                                                        =========
</TABLE>

<TABLE>
<CAPTION>
2.   ANALYSIS OF NET DEBT
                                                                          Other
                                            1 January,         Cash      non-cash       December
                                               1999            flow      changes        31, 1999
                                                 $               $          $               $
     <S>                                     <C>            <C>           <C>           <C>
     Net cash:
     Cash at bank and in hand. . . . . . .       524           (484)                          40
     Bank overdrafts . . . . . . . . . . .   (56,073)         6,086                      (49,987)
                                             --------       --------                    ---------
                                             (55,549)         5,602                      (49,947)
                                             --------       --------                    ---------

     Debt:
     Finance leases. . . . . . . . . . . .    (1,794)           871         (35)            (958)
     Debts falling due within one year . .   (14,867)        (6,859)          -          (21,726)
     Debts falling due after one year. . .         -        (19,194)          -          (19,194)
                                             --------       --------      ------        ---------
                                             (16,661)       (25,182)        (35)         (41,878)
                                             --------       --------      ------        ---------
     Net debt. . . . . . . . . . . . . . .   (72,210)       (19,580)        (35)         (91,825)
                                             ========       ========      ======        =========
</TABLE>

<TABLE>
<CAPTION>

3    RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
                                                                                          1999
                                                                                           $
     <S>                                                                                <C>
     (Decrease)/increase in cash in the year . . . . . . . . . . . . . . .                 5,602
     Cash inflow from increase in debt and lease financing . . . . . . . .               (25,182)
                                                                                        ---------
     Change in net debt resulting from cash flows. . . . . . . . . . . . .               (19,580)
     New finance lease . . . . . . . . . . . . . . . . . . . . . . . . . .                   (35)
                                                                                        ---------
     MOVEMENT IN NET DEBT IN THE YEAR. . . . . . . . . . . . . . . . . . .               (19,615)
     Opening net debt. . . . . . . . . . . . . . . . . . . . . . . . . . .               (72,210)
                                                                                        ---------
     CLOSING NET DEBT. . . . . . . . . . . . . . . . . . . . . . . . . . .               (91,825)
                                                                                        =========
</TABLE>

                                      F-43
<PAGE>


JUNCTION 15 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 1999

1.   ACCOUNTING POLICIES

     1.1 ACCOUNTING  CONVENTION
     The financial statements are prepared under the historical cost convention.

     The  financial  statements  have been  prepared  on  a  going concern basis
     which assumes that the company will continue in  operational  existence for
     the foreseeable future.

     The validity of  this  assumption  depends on  the company  being  able  to
     trade  profitably in the future and the continued  support of the company's
     bankers and owners. The financial statements do not include any adjustments
     that would  result if  the  company  continued  to  make  losses  and  such
     support were withdrawn.  If  the  company  was unable to continue to trade,
     adjustments  would  have  to  be  made  to  reduce  the  value of assets to
     their  recoverable  amounts,  provide  for  further  liabilities  that  may
     arise and to reclassify fixed assets and long term  liabilities as  current
     assets and  liabilities. The directors  consider it appropriate to  prepare
     the financial  statements on a  going  concern  basis  on  the  basis  that
     the  company  will  trade profitably and that the owners  will  support the
     company for the foreseeable future.

1.2  TURNOVER
     Turnover  represents  amounts receivable for goods and services net of  VAT
     and trade discounts.

1.3  TANGIBLE FIXED ASSETS AND DEPRECIATION
     Tangible  fixed  assets are stated at cost less depreciation.  Depreciation
     is  provided  at  rates  calculated  to  write  off the cost less estimated
     residual  value of each asset over its expected  useful life, as follows:

     Computer equipment                 3 - 5 years
     Fixtures, fittings & equipment     5 - 7 years

1.4  LEASING AND HIRE PURCHASE COMMITMENTS
     Assets  obtained under  hire purchase  contracts  and  finance  leases  are
     capitalised  as  tangible  assets and  depreciated  over the shorter of the
     lease  term  and  their  useful lives.  Obligations  under such  agreements
     are  included   in   creditors  net  of  the   finance   charge   allocated
     to  future periods. The finance element of the rental payment is charged to
     the  profit  and  loss account so as to produce a constant periodic rate of
     charge on the net obligation outstanding in each period.

     Rentals  payable  under  operating  leases  are charged against income on a
     straight line basis over the lease term.

                                      F-44
<PAGE>


1.5  STOCK AND WORK IN PROGRESS
     Work in progress is valued at the lower of cost and net realisable value.

1.6  PENSIONS
     The  pension  costs  charged  in  the  financial  statements  represent the
     contributions  payable by the company  during the year in  accordance  with
     SSAP 24.

1.7  DEFERRED TAXATION
     Deferred   taxation   is   provided   at   appropriate  rates on all timing
     differences  using the  liability  method only to the extent  that,  in the
     opinion  of  the  directors,  there  is a  reasonable  probability  that  a
     liability or asset will crystallise in the foreseeable future.

1.8  FOREIGN CURRENCY TRANSLATION
     Monetary  assets  and  liabilities  denominated  in  foreign currencies are
     translated  into US $ at the rates of exchange  ruling at the balance sheet
     date.  Transactions  in  UK  Sterling  currencies  are  translated  at   an
     average rate of US $ 1.61704. All differences are taken to profit and  loss
     account.

1.9  GOVERNMENT GRANTS
     Grants  are  credited  to  deferred   revenue.   Grants   towards   capital
     expenditure  are  released to the profit and loss account over the expected
     useful  life  of  the  assets.  Grants  towards  revenue  expenditure   are
     released  to  the  profit  and  loss  account as the related expenditure is
     incurred.

1.10 COMPARATIVES
     The  financial  statements  have been prepared for the period which is  not
     a statutory accounting period.

     The  directors  do  not  require  comparatives,  and  hence  none have been
     prepared.  Comparatives  are available in the statutory  accounts for the 6
     months period ended 31 December 1999.

2    TURNOVER
     The  total  turnover  of  the  company  for the year has been  derived from
     its principal activity wholly undertaken in the United Kingdom.

<TABLE>
<CAPTION>
3    OPERATING LOSS
                                                                     1999
                                                                       $
     <S>                                                           <C>
     Operating loss is stated after charging:
     Depreciation of tangible assets . . . . . . . . . . .          17,530
     Operating lease rentals . . . . . . . . . . . . . . .           3,409
     Auditors' remuneration. . . . . . . . . . . . . . . .           5,660
                                                                   ========
</TABLE>

                                      F-45
<PAGE>

<TABLE>
<CAPTION>
4    INTEREST PAYABLE
                                                                     1999
                                                                       $
     <S>                                                            <C>
     On bank loans and overdrafts. . . . . . . . . . . . .           3,607
     On other loans wholly repayable within 5 years. . . .           2,794
     Hire purchase interest. . . . . . . . . . . . . . . .             390
     On overdue tax. . . . . . . . . . . . . . . . . . . .             121
                                                                    -------
                                                                     6,912
                                                                    =======
</TABLE>

<TABLE>
<CAPTION>
5    TAXATION
                                                                     1999
                                                                         $
     <S>                                                           <C>
     U.K. CURRENT YEAR TAXATION
     U.K. corporation tax at 20% . . . . . . . . . . . . .          (1,819)
                                                                   ========
</TABLE>


<TABLE>
<CAPTION>
6    DIVIDENDS
                                                                     1999
                                                                       $
     <S>                                                            <C>
     Ordinary interim paid . . . . . . . . . . . . . . . .           3,701
                                                                    =======
</TABLE>

<TABLE>
<CAPTION>
7    TANGIBLE FIXED ASSETS

     FIXTURES, FITTINGS & EQUIPMENT

                                                                       $
     <S>                                                           <C>
     COST
     At 1 January 1999 . . . . . . . . . . . . . . . . . .          31,237
     Additions . . . . . . . . . . . . . . . . . . . . . .          32,389
                                                                   --------
     At 31 December 1999 . . . . . . . . . . . . . . . . .          63,626
                                                                   --------

     DEPRECIATION
     At 1 January 1999 . . . . . . . . . . . . . . . . . .           7,092
     Charge for the year . . . . . . . . . . . . . . . . .          17,525
                                                                   --------
     At 31 December 1999 . . . . . . . . . . . . . . . . .          24,617
                                                                   --------

     NET BOOK VALUE
     At 31 December 1999 . . . . . . . . . . . . . . . . .          39,009
                                                                   ========
     At 31 December 1998 . . . . . . . . . . . . . . . . .          24,145
                                                                   ========
</TABLE>

                                      F-46


<PAGE>


          Included  above are assets held under finance  leases or hire purchase
contracts as follows:
<TABLE>
<CAPTION>

     PLANT AND MACHINERY
                                                                     1999
                                                                       $
     <S>                                                           <C>
     NET BOOK VALUES
     At 31 December 1999 . . . . . . . . . . . . . . . . .           1,161
                                                                   ========

     DEPRECIATION CHARGE FOR THE YEAR
     At 31 December 1999 . . . . . . . . . . . . . . . . .           1,089
                                                                   ========
</TABLE>

<TABLE>
<CAPTION>
8    STOCKS AND WORK IN PROGRESS
                                                                     1999
                                                                       $
     <S>                                                            <C>
     Work in progress. . . . . . . . . . . . . . . . . . .           5,363
                                                                    -------
                                                                     5,363
                                                                    =======
</TABLE>

<TABLE>
<CAPTION>
9    DEBTORS
                                                                     1999
                                                                       $
     <S>                                                          <C>
     Trade debtors . . . . . . . . . . . . . . . . . . . .        191,311
     Called up share capital not paid. . . . . . . . . . .             37
     Other debtors . . . . . . . . . . . . . . . . . . . .          3,904
     Prepayments and accrued income. . . . . . . . . . . .         36,610
                                                                  --------
                                                                  231,862
                                                                  ========
</TABLE>

<TABLE>
<CAPTION>

10   CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
                                                                     1999
                                                                       $
     <S>                                                          <C>
     Bank loans and overdrafts . . . . . . . . . . . . . .          66,152
     Net obligations under finance lease and hire
        purchase contracts . . . . . . . . . . . . . . . .            958
     Trade creditors . . . . . . . . . . . . . . . . . . .         38,859
     Other taxes and social security costs . . . . . . . .         62,290
     Other creditors . . . . . . . . . . . . . . . . . . .          6,207
     Accruals and deferred income. . . . . . . . . . . . .         92,971
                                                                  --------
                                                                  267,437
                                                                  ========
</TABLE>

<TABLE>
<CAPTION>
11   CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
                                                                     1999
                                                                       $
     <S>                                                           <C>
     Bank loans. . . . . . . . . . . . . . . . . . . . . .          12,124
     Other loans . . . . . . . . . . . . . . . . . . . . .           7,070
                                                                   --------
                                                                    19,194
                                                                   ========

                                      F-47
<PAGE>

     ANALYSIS OF LOANS
     Wholly repayable within five years. . . . . . . . . .          40,920
                                                                   --------
                                                                    40,920
     Included in current liabilities . . . . . . . . . . .         (21,726)
                                                                   --------
                                                                    19,194
                                                                   ========
</TABLE>
     The  aggregate  amount  of  creditors  for  which security has been granted
     amounted to $86,305.

     The  bank  loan  is  secured   by  a  debenture  and a fixed  and  floating
     charge over all assets of the company.

12   PENSION COSTS
     The  company  operates  a  defined  contribution pension scheme. The assets
     of the  scheme  are  held  separately  from  those  of  the  company  in an
     independently  administered  fund.  The  pension  cost  charge   represents
     contributions payable by the company to the fund and amounted to $13,311.

<TABLE>
<CAPTION>
13   SHARE CAPITAL
                                                                       1999
                                                                        BP
     AUTHORISED
     <S>                                                             <C>
     700,000 Ordinary shares of BP0.10 each . . . . . . . .           70,000
     26,200 Ordinary bearer shares of BP0.10 each . . . . .            2,620
     73,800 'A' Ordinary shares of BP0.10 each. . . . . . .            7,380
     100,000 'B' Ordinary shares of BP0.10 each . . . . . .           10,000
     100,000 'C' Ordinary shares of BP0.10 each . . . . . .           10,000
                                                                     --------
                                                                     100,000
                                                                     ========

     ALLOTTED, CALLED UP AND FULLY PAID
                                                                        $
     26,200 Ordinary bearer shares of BP0.10 each . . . . .            4,306
     620 'A' Ordinary shares of BP0.10 each . . . . . . . .              103
     9,140 'B' Ordinary shares of BP0.10 each . . . . . . .            1,521
     6,040 'C' Ordinary shares of BP0.10 each . . . . . . .            1,005
                                                                     --------
                                                                       6,935
                                                                     ========
</TABLE>

     All shares rank pari-passu in all respects save that the directors shall be
empowered to declare dividends to any one class of share only.

                                      F-48
<PAGE>

<TABLE>
<CAPTION>
14   STATEMENT OF MOVEMENTS ON RESERVES

                                                              Share      Profit
                                                             premium    and loss
                                                             account    account
                                                                $          $
     <S>                                                     <C>        <C>
     Balance at 1 January 1999 . . . . . . . . . . . . .      11,981     (3,455)
     Retained loss for the year. . . . . . . . . . . . .          --    (40,371)
     Premium on shares issued during the year. . . . . .      14,553         --
                                                             --------   --------
     Balance at 31 December 1999 . . . . . . . . . . . .      26,534    (43,826)
                                                             ========   ========
</TABLE>


<TABLE>
<CAPTION>

15   RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS FUNDS

                                                                       1999
                                                                         $
     <S>                                                             <C>
     Loss for the financial year . . . . . . . . . . . .             (36,670)
     Dividends . . . . . . . . . . . . . . . . . . . . .              (3,701)
                                                                     --------
                                                                     (40,371)

     Proceeds from issue of shares . . . . . . . . . . .              16,413
                                                                     --------

     Net depletion in shareholders' funds. . . . . . . .             (23,958)
     Opening shareholders' funds . . . . . . . . . . . .              13,601
                                                                     --------
     Closing shareholders' funds . . . . . . . . . . . .             (10,357)
                                                                     ========
</TABLE>

16   FINANCIAL COMMITMENTS

     At  31  December  1999  the  company  had  annual   commitments  under
     non-cancellable operating leases as follows:
<TABLE>
<CAPTION>
                                                                       1999
                                                                         $
     <S>                                                             <C>
     LAND AND BUILDINGS
     Expiry date:
     Between two and five years. . . . . . . . . . . . .              41,800
                                                                     ========
</TABLE>

<TABLE>
<CAPTION>

17   DIRECTORS' EMOLUMENTS
                                                                      1999
                                                                        $
     <S>                                                            <C>
     Emoluments for qualifying services. . . . . . . . .             64,682
     Company pension contributions to money
      purchase schemes . . . . . . . . . . . . . . . . .              2,911
                                                                    --------
                                                                     67,593
                                                                    ========
</TABLE>

                                      F-49
<PAGE>


18   EMPLOYEES
<TABLE>
<CAPTION>

     NUMBER OF EMPLOYEES
     The average monthly number of employees (including directors) during
     the year was:
                                                                      1999
                                                                    Number
     <S>                                                          <C>
     Sales and management. . . . . . . . . . . . . . . .                 6
                                                                  =========

     EMPLOYMENT COSTS
                                                                     1999
                                                                       $
     Wages and salaries. . . . . . . . . . . . . . . . .           277,749
     Social security costs . . . . . . . . . . . . . . .            26,979
     Other pension costs . . . . . . . . . . . . . . . .            13,311
                                                                  ---------
                                                                   318,039
                                                                  =========
</TABLE>
19   CONTROL

          On 9 March 2000, the company became 100% subsidiary of Vizacom Inc., a
     company registered the United States of America.

20   RELATED PARTY TRANSACTIONS

     During  the  year,  the  company  paid  $57,133  for  subcontract  services
     from  Junction  15 (London)  Limited,  a company in  which I.C.  McCalla, a
     director of the company has a  beneficial  interest.  On  the balance sheet
     date, the balance owed between the two companies was $nil.


                                      F-50

<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Shareholders' of P.C. Workstation Rentals, Inc., and
Storageland, Inc.

We  have  audited  the  combined  balance  sheets of P.C.  Workstation  Rentals,
Inc., and Storageland, Inc. (collectively,  the "Companies"),  both of which are
under common ownership and common management,  as of December 31, 1999 and 1998,
and the related combined  statements of operations and retained  earnings and of
combined  cash  flows  for  the  years  then  ended.  These  combined  financial
statements   are  the   responsibility   of  the  Companies'   management.   Our
responsibility is to express an opinion on these combined  financial  statements
based on our audits.

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

In  our  opinion,  such  combined  financial  statements  present fairly, in all
material respects,  the combined financial position of the Companies at December
31,  1999 and 1998  and the  results  of their  combined  operations  and  their
combined  cash  flows for the years  then  ended in  conformity  with  generally
accepted accounting principles.

As  discussed  in  Footnote  12  to  the   combined  financial  statements,  the
Companies were acquired by Vizacom, Inc. on March 27, 2000.

Our  audits  were  conducted  for  the  purpose  of  forming  an  opinion on the
basic combined financial statements taken as a whole. The supplemental schedules
listed in the  table of  contents  are  presented  for  purposes  of  additional
analysis of the basic combined  financial  statements rather than to present the
combined financial position and combined results of operations of the individual
companies  and  are  not  a  required  part  of  the  basic  combined  financial
statements.   These  supplemental   schedules  are  the  responsibility  of  the
Companies'  management.  Such supplemental  schedules have been subjected to the
auditing  procedures  applied  in our  audits  of the basic  combined  financial
statements and, in our opinion,  are fairly stated in all material respects when
considered in relation to the basic  combined  financial  statements  taken as a
whole.


/s/ Deloitte & Touche LLP
March 23, 2000 (March 27, 2000 as to Note 12)

                                      F-51
<PAGE>


P.C. WORKSTATION RENTALS, INC., AND STORAGELAND, INC.

COMBINED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>

                                                               1999         1998
ASSETS
CURRENT ASSETS:
<S>                                                       <C>           <C>
  Cash. . . . . . . . . . . . . . . . . . . . . . . .     $   457,850   $   229,226
  Accounts receivable (net of allowance for doubtful
    accounts of $168,511 and $121,976, respectively)
    (Notes 2, 5, and 11). . . . . . . . . . . . . . .       3,692,224     2,617,251
  Inventories (Notes 2 and 5) . . . . . . . . . . . .         567,836       187,140
  Prepaid expenses. . . . . . . . . . . . . . . . . .           3,426             -
                                                          ------------  ------------
    Total current assets. . . . . . . . . . . . . . .       4,721,336     3,033,617
PROPERTY AND EQUIPMENT - Net (Notes 2 and 3). . . . .           6,189        13,108
DEFERRED TAX ASSET (Notes 2 and 7). . . . . . . . . .           1,949         9,280
OTHER ASSETS. . . . . . . . . . . . . . . . . . . . .          16,955        16,955
                                                          ------------  ------------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . .     $ 4,746,429   $ 3,072,870
                                                          ============  ============

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Revolving lines of credit (Note 5). . . . . . . . .     $ 1,748,131   $   779,732
  Notes payable (Note 6). . . . . . . . . . . . . . .         850,000            --
  Accounts payable and accrued expenses . . . . . . .       1,340,160     1,509,234
  Accrued pension (Note 9). . . . . . . . . . . . . .          37,900        39,078
  Deferred revenue (Note 2) . . . . . . . . . . . . .           8,388       173,858
                                                          ------------  ------------
    Total current liabilities . . . . . . . . . . . .       3,984,579     2,501,902
                                                          ------------  ------------
COMMITMENTS (Note 10)
SHAREHOLDERS' EQUITY:
  Common stock (Note 8) . . . . . . . . . . . . . . .              12            12
  Contributed capital . . . . . . . . . . . . . . . .          17,108        17,108
  Retained earnings . . . . . . . . . . . . . . . . .         781,015       590,133
  Treasury stock (Note 8) . . . . . . . . . . . . . .         (36,285)      (36,285)
                                                          ------------  ------------
    Total shareholders' equity. . . . . . . . . . . .         761,850       570,968
                                                          ------------  ------------
  TOTAL . . . . . . . . . . . . . . . . . . . . . . .     $ 4,746,429   $ 3,072,870
                                                          ============  ============
</TABLE>

See notes to combined financial statements.

                                      F-52
<PAGE>


P.C. WORKSTATION RENTALS, INC., AND STORAGELAND, INC.

COMBINED STATEMENT OF OPERATIONS AND RETAINED EARNINGS
YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>

                                                               1999         1998
<S>                                                       <C>           <C>
NET SALES (Notes 2 and 11). . . . . . . . . . . . . .     $15,928,205   $11,431,882
COST OF SALES . . . . . . . . . . . . . . . . . . . .      13,094,364     9,614,625
                                                          ------------  ------------
GROSS PROFIT. . . . . . . . . . . . . . . . . . . . .       2,833,841     1,817,257
SELLING, GENERAL AND ADMINISTRATIVE
  EXPENSES. . . . . . . . . . . . . . . . . . . . . .       2,371,756     1,600,229
                                                          ------------  ------------
INCOME FROM OPERATIONS. . . . . . . . . . . . . . . .         462,085       217,028
INTEREST EXPENSE (Notes 5 and 6). . . . . . . . . . .          83,031        34,361
                                                          ------------  ------------
INCOME BEFORE PROVISION FOR INCOME
  TAXES . . . . . . . . . . . . . . . . . . . . . . .         379,054       182,667
PROVISION FOR INCOME TAXES (Notes 2 and 7). . . . . .          12,541        36,371
                                                          ------------  ------------
NET INCOME. . . . . . . . . . . . . . . . . . . . . .         366,513       146,296

RETAINED EARNINGS, BEGINNING OF YEAR. . . . . . . . .         590,133       531,487
LESS:  NET DISTRIBUTIONS TO PRINCIPAL
  SHAREHOLDERS (Note 4) . . . . . . . . . . . . . . .        (175,631)      (87,650)
                                                          ------------  ------------
RETAINED EARNINGS, END OF YEAR. . . . . . . . . . . .     $   781,015   $   590,133
                                                          ============  ============
</TABLE>

See notes to combined financial statements.

                                      F-53
<PAGE>


P.C. WORKSTATION RENTALS, INC., AND STORAGELAND, INC.

STATEMENTS OF COMBINED CASH FLOWS
YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>

                                                               1999         1998

OPERATING ACTIVITIES:
<S>                                                       <C>           <C>
  Net income. . . . . . . . . . . . . . . . . . . . .     $   366,513   $   146,296
  Adjustments to reconcile net income to net cash
    used in operating activities:
    Depreciation and amortization . . . . . . . . . .           6,829         7,331
    Provision for deferred taxes. . . . . . . . . . .           7,331       (10,459)
    Provision for doubtful accounts . . . . . . . . .          46,535       107,460
    Changes in assets and liabilities:
      Increase in accounts receivable . . . . . . . .      (1,121,508)   (1,355,480)
      Decrease (increase) in inventories. . . . . . .        (380,696)       46,299
      Increase in prepaid expenses. . . . . . . . . .          (3,426)           --
      Increase in other assets. . . . . . . . . . . .              --       (15,000)
      Increase (decrease) in accounts payable and
        accrued expenses. . . . . . . . . . . . . . .        (169,074)      623,850
      Increase (decrease) in accrued pension. . . . .          (1,178)       24,078
      Increase (decrease) in deferred revenue . . . .        (165,470)        2,904
                                                          ------------  ------------
        Net cash used in operating activities . . . .      (1,414,144)     (422,721)
                                                          ------------  ------------

FINANCING ACTIVITIES:
  Net borrowings from revolving lines-of-credit . . .         968,399       535,346
  Proceeds from issuance of notes payable . . . . . .         850,000            --
  Repayment of loans from shareholders. . . . . . . .              --       (75,000)
  Acquisition of treasury stock . . . . . . . . . . .              --       (36,285)
  Net distributions to shareholders . . . . . . . . .        (175,631)      (87,650)
                                                          ------------  ------------
        Net cash provided by financing activities . .       1,642,768       336,411
                                                          ------------  ------------

NET INCREASE (DECREASE) IN CASH . . . . . . . . . . .         228,624       (86,310)
CASH BALANCE, BEGINNING OF YEAR . . . . . . . . . . .         229,226       315,536
                                                          ------------  ------------
CASH BALANCE, END OF YEAR . . . . . . . . . . . . . .     $   457,850   $   229,226
                                                          ============  ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Interest paid . . . . . . . . . . . . . . . . . . .     $    87,518   $    34,361
                                                          ============  ============
  Income taxes paid . . . . . . . . . . . . . . . . .     $     7,550   $    13,583
                                                          ============  ============
</TABLE>

See notes to combined financial statements.

                                      F-54

<PAGE>


P.C. WORKSTATION RENTALS, INC., AND STORAGELAND, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998

1.   BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

     The accompanying combined financial statements for the years ended December
     31, 1999 and 1998 contain the assets, liabilities and results of operations
     of   P.C.  Workstation  Rentals,  Inc.  ("PWR")  and   Storageland,   Inc.
     ("Storageland").  PWR  and  Storageland  are  under  common  ownership  and
     common  management.  PWR  and  Storageland  are  hereinafter   collectively
     referred to as the "Companies."

          PWR  is  an  independent   value  added  reseller  and  integrator  of
     information  technology  products  specializing  in  serving  the  high-end
     graphics communication industry. Storageland is a personal computer product
     reseller and integrator  servicing a variety of industries.  The Companies'
     principal  geographic  market  area is the  greater  New York  metropolitan
     region.  PWR provides  assistance  to its  customers  with respect to every
     stage of the purchase and  implementation  of network and internet backbone
     systems.  Such  assistance  includes  analyzing and advising with regard to
     hardware  and  software  solutions,  installation,  training,  on-line  and
     telephone support, and systems integration and maintenance.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF COMBINATION    -  The   financial  statements   of   PWR  and
     Storageland  are  presented  on a combined  basis since these  entities are
     under common ownership and common management.  All significant intercompany
     accounts and transactions have been eliminated in combination. See Note 13.

     REVENUE  RECOGNITION  - Revenues  are recognized when products are  shipped
     and services are provided.

     USE  OF  ESTIMATES  -   The   preparation   of   financial   statements  in
     conformity  with  generally   accepted   accounting   principles   requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities  and disclosure of contingent  assets and
     liabilities  at the  date of the  financial  statements  and  the  reported
     amounts of  revenues  and  expenses  during the  reporting  period.  Actual
     results could differ from those estimates.

     UNVENTORIES  -  Inventories  are  stated  at  the  lower  of cost or market
     and  consist of  electronic  components  and  computer  systems,  which are
     purchased directly from the Companies' suppliers.  Cost is determined using
     the first-in, first-out method.

     PROPERTY  AND  EQUIPMENT - Property  and  equipment  are  stated  at  cost.
     Depreciation  is  calculated  on a  straight-line  basis over the estimated
     useful lives of the assets, which range from three to seven years.

                                      F-55
<PAGE>

     INCOME  TAXES  -  During the  fiscal  year ended  December  31,  1999,  the
     Companies have each elected to be considered as an S Corporation  under the
     provisions of the Internal Revenue Code, and accordingly,  no Federal taxes
     have been provided in the accompanying combined financial  statements.  New
     York State  requires  S  Corporations  to pay a state tax at the  corporate
     level equal to the  difference  between the  corporate  and personal  state
     income tax rates.

     During  the  fiscal  year  ended  December  31, 1998,  Storageland  was a C
     Corporation  under the  provisions of the Internal  Revenue  Code,  and the
     Company provided for all federal and state income taxes on its earnings.

     The  Companies  account  for  state  income  taxes pursuant to Statement of
     Financial  Accounting  Standards  No. 109,  "Accounting  for Income  Taxes"
     ("SFAS No. 109"). SFAS No. 109 requires  recognition of deferred tax assets
     and  liabilities  for the expected  future tax  consequences of events that
     have been included in the  Companies'  financial  statements and income tax
     returns.  Under  this  method,  deferred  tax assets  and  liabilities  are
     determined  based on the differences  between the financial  accounting and
     tax bases of assets and  liabilities  using enacted tax rates in effect for
     the year in which the differences are expected to reverse.

     DEFERRED  REVENUE - Consists  of  an  advance  payment from  a customer for
     the purchase of inventory. The revenue will be recognized upon delivery and
     acceptance by the customer.

     IMPAIRMENT OF  LONG-LIVED  ASSETS -  In   accordance   with   Statement  of
     Financial  Accounting  Standards No. 121, "Accounting for the Impairment of
     Long-Lived  Assets  and for  Long  Lived  Assets  to be  Disposed  of," the
     Companies review their long-lived assets for impairment  whenever events or
     changes in  circumstances  indicate that the carrying  amount of the assets
     may not be fully recoverable. To determine recoverability of its long-lived
     assets, the Companies evaluate the probability that future undiscounted net
     cash flows will be less than the carrying amount of the assets.  Impairment
     costs, if any, are measured by comparing the carrying amount of the related
     assets to their fair value.

     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS - It  is  management's  belief that
     the carrying  amounts of the  Companies'  financial  instruments  (accounts
     receivable,  accounts payable, revolving lines of credit and notes payable)
     approximate their fair value at December 31, 1999 and 1998 due to the short
     maturity of these instruments.

     The  Companies  estimate  an  allowance for doubtful accounts  based on the
     creditworthiness  of  their  customers,  as  well  as on  general  economic
     conditions.

     Consequently,  an  adverse  change  in  those  factors  could  affect   the
     Companies'  estimate of its bad debts. The Companies,  as a policy, do  not
     require collateral from their customers.

                                      F-56
<PAGE>

3.   PROPERTY AND EQUIPMENT - NET

     Property and  equipment - net at December 31, 1999 and 1998 consists of the
following:
<TABLE>
<CAPTION>

                                                1999         1998
<S>                                          <C>           <C>
Computer equipment . . . . . . .             $   6,281     $  6,281
Furniture and fixtures . . . . .                34,222       34,222
                                             ----------    ---------
  Total                                         40,503       40,503
Less accumulated depreciation
     and amortization. . . . . .               (34,314)     (27,485)
                                             ----------    ---------
  Property and equipment - net. .            $   6,189     $ 13,018
                                             ==========    =========
</TABLE>

4.   RELATED PARTY TRANSACTIONS

          a.   Net distributions to shareholders includes capital  contributions
          made  to  Storageland by Storageland's principal  shareholders  during
          1999 to fund the operations  of the business and provide cash flow for
          the entity.

          b.  Distributions  to  shareholders  were  paid  by PWR  to its  two
          principal shareholders.

5.   REVOLVING LINES OF CREDIT

     PWR  maintains  two  revolving  lines of credit with two separate financial
     institutions.  The  first  line has a $250,000 borrowing limit.  Borrowings
     under  this  revolving  line  of  credit  are to be repaid in equal monthly
     installments equivalent to 1/36 of the outstanding  amount  as of  the last
     borrowing  and  is  subject  to  interest  at the  prime rate plus one-half
     percent  at  December 31, 1999  and two percent at December 31, 1998 (9.00%
     and 9.75%, respectively).  Commitment fees  are  equal to $2,500 per annum.
     For the years ended  December 31, 1999  and 1998, the principal outstanding
     under  this  line  of credit  agreement amounted  to $944,172 and $244,910,
     respectively.  Such line of  credit  is  collateralized  by a lien on PWR's
     assets.  Subsequent to December 31, 1999, PWR  extended this line of credit
     through June 30, 2000, and increased the line of credit  from  $250,000  to
     $1,000,000, which accommodated the increase in borrowings at  December  31,
     1999.  Concurrent with this extension, certain terms of this line of credit
     were modified as follows: the previously existing repayment period of three
     years has been  rescinded  and replaced by an indefinite repayment term and
     the borrowing is subject to interest at prime plus one half percent.

     The  second  revolving  line  of  credit  has a $400,000  borrowing  limit.
     Borrowings under this revolving line of credit may be repaid within 40 days
     without  interest.  On the 41st day,  interest begins accruing at a rate of
     1.25% per month.  For the years ended December 31, 1999 and 1998, (the line
     of credit was executed in August 1998) the principal outstanding under this
     line  of credit agreement  amounted to $803,959 and $534,822, respectively.
     Such line is collateralized by PWR's inventory. Subsequent to  December 31,
     1999,  PWR   increased  this  revolving  line of  credit  from $400,000  to
     $1,000,000, with no stated expiration date, which accommodated the increase
     in borrowings at December 31, 1999.

                                      F-57
<PAGE>


6.   NOTES PAYABLE

     PWR  entered  into  two  notes  payable with a financial institution during
     1999.  Both notes bear  interest at prime plus one-half  percent  (9.00% at
     December 31,  1999).  Amounts  outstanding  under these  arrangements  were
     $280,000 and $570,000,  respectively. The notes expired on January 24, 2000
     and  February  7,  2000,  respectively.  The  $280,000  note was  repaid in
     February 2000,  while the term of the $570,000 note was extended to May 18,
     2000.

7.   INCOME TAXES

     At  December  31,  1999  and  1998,  the  Companies  recognized  a combined
     deferred tax provision (benefit) of $5,731 and ($10,459), respectively. The
     deferred tax asset is primarily  the result of  temporary  tax  differences
     relating to depreciation and the allowance for doubtful accounts.

     For  financial  reporting   purposes,   no  valuation  allowance  has  been
     recognized as of December 31, 1999 or 1998.

     The  combined  provision  for  income  taxes  for the years ended  December
     31, 1999 and 1998 for both companies are comprised of:

<TABLE>
<CAPTION>

                                     FEDERAL      STATE AND LOCAL           TOTAL
1999
<S>                                <C>                <C>                 <C>
Current . . . . . . . .            $      --          $  5,210            $  5,210
Deferred. . . . . . . .                5,852             1,479               7,331
                                   ---------          ---------           ---------
                                   $   5,852          $  6,689            $ 12,541
                                   =========          =========           =========

1998
Current . . . . . . . .            $  31,326          $ 15,504            $ 46,830
Deferred. . . . . . . .               (6,564)           (3,895)            (10,459)
                                   ---------          ---------           ---------
                                   $  24,762          $ 11,609            $ 36,371
                                   =========          =========           =========
</TABLE>


                                      F-58

<PAGE>
8.   COMMON AND TREASURY STOCK

     Common stock at December 31, 1999 and 1998 consisted of the following:

<TABLE>
<CAPTION>

                                                   1999            1998

     <S>                                        <C>              <C>
     PWR - No par value per share,
       200 shares authorized, 10 shares
       outstanding at both December 31,
       1999 and 1998 . . . . . . . . . . . .    $  10.00         $  10.00
                                                =========        =========

     Storageland - No par value per share,
       3 shares authorized, 2 shares
       outstanding at December 31, 1999. . .    $   2.00         $   2.00
                                                =========        =========
     Treasury stock of Storageland at
       December 31, 1999 and 1998,
       1 share purchased at cost . . . . . .    $(36,285)       $(36,285)
                                                =========        =========
</TABLE>


9.   ACCRUED PENSION

     PWR  maintains  a  qualified  employee  retirement  plan (the "Plan") which
     is a defined  contribution  plan designed to provide benefits for full-time
     employees.  Benefits are payable in the event of termination of employment,
     disability,  death or retirement as defined in the Plan. Employees who have
     completed  one year of continuous  service and have  attained  his/her 21st
     birthday are eligible to become a  participant  of the Plan.  Employees are
     not  permitted  to  contribute  to  the  Plan.  PWR  has no  obligation  to
     contribute  to the  Plan,  but may  contribute  on a  discretionary  basis.
     Employees  vest in the Plan over a  six-year  period,  zero  percent in the
     first  year  of  employment  and 20  percent  per  year  thereafter.  PWR's
     contributions  under the Plan  approximated  $38,000  during  both 1999 and
     1998.

10.  COMMITMENTS

     The  Companies  are  obligated  under  a   noncancelable   operating  lease
     agreement  for the rental of office and  warehouse  space.  The  Companies'
     lease expires in February of fiscal 2004.  Minimum annual  commitments  for
     rentals through fiscal 2004 are as follows:

<TABLE>
<CAPTION>
                FISCAL YEAR ENDING
                   DECEMBER 31,
                      <S>                            <C>
                      2000. . . . . . . .            $  60,000
                      2001. . . . . . . .               60,000
                      2002. . . . . . . .               60,000
                      2003. . . . . . . .               60,000
                      2004. . . . . . . .               10,000
                   Thereafter . . . . . .                   --
                                                     ----------
                      Total . . . . . . .            $ 250,000
                                                     ==========
</TABLE>

     Rent  expense  for  the  years  ended December 31, 1999 and 1998 aggregated
     approximately $61,000 and $59,000, respectively.

                                      F-59
<PAGE>
11.  SIGNIFICANT CUSTOMERS AND VENDORS

     During  the  year  ended  December  31, 1999,  one customer  represented at
     least 10% of the Companies' combined net sales. Such customer accounted for
     15.90% of the companies' combined net sales as of December 31, 1999.

     During  the  year  ended  December  31, 1998,  one customer  represented at
     least 10% of the Companies' combined net sales. Such customer accounted for
     23.40% of the Companies' combined net sales as of December 31, 1998.

     During  the  year  ended  December  31, 1999,  three customers  represented
     17.77%,  13.30%,  and  10.81%  of  the  Companies'  combined  net  accounts
     receivable balance.

     During  the  year  ended  December  31,  1998,   one  customer  represented
     13.50% of the Companies' combined net accounts receivable balance.

     During  the  year  ended  December  31, 1999, the Companies' purchases from
     two vendors  represented at least 10% of the Companies' combined purchases.
     Purchases from such vendors represented 37.41% and 10.67% of the Companies'
     combined purchases for the year ended December 31, 1999.

     During  the  year  ended  December  31, 1998, the Companies' purchases from
     two vendors  represented at least 10% of the Companies' combined purchases.
     Purchases from such vendors  represented  26.8% and 14.4% of the Companies'
     combined purchases for the year ended December 31, 1998.

12.  SUBSEQUENT EVENT / SALE OF BUSINESSES

     In  February  2000,  Storageland  and  VDOFX,  Inc.,  another company owned
     by the  shareholders  of PWR,  merged into PWR. On November 12,  1999,  the
     Companies  entered  into a  nonbinding  letter of intent to be  acquired by
     Vizacom Inc.,  ("Vizacom") a publicly held entity.  The aggregate  purchase
     price of  $6,000,000  will be payable in both cash and Vizacom  stock.  The
     acquisition is subject to Vizacom  raising a certain level of financing and
     the  completion  of due  diligence by both  parties.  The  transaction  was
     consummated  on March 27, 2000.  Upon the closing of this  merger,  PWR has
     become a C Corporation.

                                      F-60
<PAGE>


P.C. WORKSTATION RENTALS, INC., AND STORAGELAND, INC.

SUPPLEMENTAL SCHEDULE OF COMBINING BALANCE SHEETS
DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                         P.C.
                                     WORKSTATION         STORAGELAND          INTERCOMPANY          COMBINED
                                     RENTALS, INC.           INC.             ELIMINATIONS           AMOUNTS
ASSETS
CURRENT ASSETS:
  <S>                                <C>                 <C>                  <C>                   <C>
  Cash . . . . . . . . . . . . . .   $   353,793         $  104,057           $        --           $  457,850
  Accounts receivable - net
    (Notes 2, 5, and 11) . . . . .     3,634,677             57,547                    --            3,692,224
  Inventories (Notes 2 and 5). . .       567,836                 --                    --              567,836
  Prepaid expenses . . . . . . . .            --              3,426                    --                3,426
                                     ------------        -----------          ------------          -----------
     Total current assets. . . . .     4,556,306            165,030                    --            4,721,336
PROPERTY AND EQUIPMENT -
  Net (Notes 2 and 3). . . . . . .         5,142              1,047                    --                6,189
INTERCOMPANY RECEIVABLES
  (Note 2) . . . . . . . . . . . .            --             43,329               (43,329)                  --
DEFERRED TAX ASSET
  (Notes 2 and 7). . . . . . . . .         1,918                 31                    --                1,949
OTHER ASSETS . . . . . . . . . . .        16,955                 --                    --               16,955
                                     ------------        -----------          ------------          -----------
     TOTAL . . . . . . . . . . . .   $ 4,580,321         $  209,437           $   (43,329)          $4,746,429
                                     ============        ===========          ============          ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Revolving lines of credit
    (Note 5) . . . . . . . . . . .   $ 1,748,131         $       --           $        --           $1,748,131
  Note payable (Note 6). . . . . .       850,000                 --                    --              850,000
  Accounts payable and accrued
    expenses . . . . . . . . . . .     1,312,611             27,549                    --            1,340,160
  Accrued pension (Note 9) . . . .        37,900                 --                    --               37,900
  Deferred revenue (Note 2). . . .         8,388                 --                    --                8,388
                                     ------------        -----------          ------------          -----------
    Total current liabilities. . .     3,957,030             27,549                    --            3,984,579
                                     ------------        -----------          ------------          -----------
INTERCOMPANY PAYABLES
  (Note 2) . . . . . . . . . . . .        43,329                 --               (43,329)
COMMITMENTS (Note 10)
SHAREHOLDERS' EQUITY:
  Common stock (Note 8). . . . . .            10                  2                    --                   12
  Contributed capital. . . . . . .         9,610              7,498                    --               17,108
  Retained earnings. . . . . . . .       570,342            210,673                    --              781,015
  Treasury stock (Note 8). . . . .            --            (36,285)                   --              (36,285)
                                     ------------        -----------          ------------          -----------
    Total shareholders' equity . .       579,962            181,888                    --              761,850
                                     ------------        -----------          ------------          -----------
TOTAL. . . . . . . . . . . . . . .   $ 4,580,321         $  209,437           $   (43,329)          $4,746,429
                                     ============        ===========          ============          ===========
</TABLE>

                                      F-61
<PAGE>


P.C. WORKSTATION RENTALS, INC., AND STORAGELAND, INC.

SUPPLEMENTAL SCHEDULE OF STATEMENTS OF OPERATIONS AND
RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                         P.C.
                                     WORKSTATION         STORAGELAND          INTERCOMPANY          COMBINED
                                     RENTALS, INC.           INC.             ELIMINATIONS          AMOUNTS

<S>                                  <C>                 <C>                  <C>                   <C>
NET SALES (Notes 2 and 11) . . .     $ 14,325,574        $  3,027,721         $(1,425,090)          $15,928,205
COST OF SALES. . . . . . . . . .       11,883,140           2,636,314          (1,425,090)           13,094,364
                                     -------------       -------------        ------------          ------------
  GROSS PROFIT . . . . . . . . .        2,442,434             391,407                  --             2,833,841
SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES. . . .        2,082,388             289,368                  --             2,371,756
                                     -------------       -------------        ------------          ------------
INCOME FROM OPERATIONS . . . . .          360,046             102,039                  --               462,085
INTEREST EXPENSE (Notes 5 and
  6) . . . . . . . . . . . . . .           81,491               1,540                  --                83,031
                                     -------------       -------------        ------------          ------------
INCOME BEFORE PROVISION
  FOR INCOME TAXES . . . . . . .          278,555             100,499                  --               379,054
                                     -------------       -------------        ------------          ------------
PROVISION FOR INCOME TAXES
  (Notes 2 and 7). . . . . . . .            4,216               8,325                  --                12,541
                                     -------------       -------------        ------------          ------------
NET INCOME . . . . . . . . . . .          277,539              92,174                  --               366,513

RETAINED EARNINGS,
  BEGINNING OF YEAR. . . . . . .          491,634              98,499                  --               590,133
NET (DISTRIBUTIONS TO)
  CONTRIBUTIONS FROM
  PRINCIPAL SHAREHOLDERS . . . .         (195,631)             20,000                  --              (175,631)
                                     -------------       -------------        ------------          ------------
RETAINED EARNINGS,
  END OF YEAR. . . . . . . . . .     $    573,542        $    210,673         $        --           $   781,015
                                     =============       =============        ============          ============
</TABLE>

                                      F-62
<PAGE>


P.C. WORKSTATION RENTALS, INC., AND STORAGELAND, INC.

SUPPLEMENTAL SCHEDULE OF COMBINING BALANCE SHEETS
DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                       P.C.
                                     WORKSTATION          STORAGELAND         INTERCOMPANY          COMBINED
                                     RENTALS, INC.            INC.            ELIMINATIONS          AMOUNTS
ASSETS
CURRENT ASSETS:
  <S>                                <C>                 <C>                  <C>                   <C>
  Cash . . . . . . . . . . . . .     $  225,265          $    3,961           $        --           $  229,226
  Accounts receivable - net
    (Notes 2, 5, and 11) . . . .      1,948,848             668,403                    --            2,617,251
  Inventories (Notes 2 and 5). .        143,061              44,079                    --              187,140
                                     -----------         -----------          -----------           -----------
     Total current assets. . . .      2,317,174             716,443                    --            3,033,617
PROPERTY AND EQUIPMENT
  Net (Notes 2 and 3). . . . . .          9,877               3,141                    --               13,018
INTERCOMPANY RECEIVABLES
  (Note 2) . . . . . . . . . . .        102,478                  --              (102,478)                  --
DEFERRED TAX ASSET (Notes 2
  and 7) . . . . . . . . . . . .          1,249               8,031                    --                9,280
OTHER ASSETS . . . . . . . . . .         16,955                  --                    --               16,955
                                     -----------         -----------          ------------          -----------
TOTAL. . . . . . . . . . . . . .     $2,447,733          $  727,615           $  (102,478)          $3,072,870
                                     ===========         ===========          ============          ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Revolving lines of credit
   (Note 5). . . . . . . . . . .     $  779,732          $       --           $        --           $  779,732
  Accounts payable and
   accrued expenses. . . . . . .        958,811             550,423                    --            1,509,234
  Accrued pension (Note 9) . . .         34,078               5,000                    --               39,078
  Deferred revenue (Note 2). . .        173,858                  --                    --              173,858
                                     -----------         -----------          ------------          -----------
   Total current liabilities . .      1,946,479             555,423                    --            2,501,902
                                     -----------         -----------          ------------          -----------
INTERCOMPANY PAYABLES
  (Note 2) . . . . . . . . . . .             --             102,478              (102,478)                  --
DEFERRED TAX LIABILITY
  (Notes 2 and 7). . . . . . . .             --                  --                    --                   --
COMMITMENTS (Note 10)
SHAREHOLDERS' EQUITY:
  Common stock (Note 8). . . . .             10                   2                    --                   12
  Contributed capital. . . . . .          9,610               7,498                    --               17,108
  Retained earnings. . . . . . .        491,634              98,499                    --              590,133
  Treasury stock (Note 8)                    --             (36,285)                   --              (36,285)
                                     -----------         -----------          ------------          -----------
   Total shareholders' equity. .        501,254              69,714                    --              570,968
                                     -----------         -----------          ------------          -----------
  TOTAL. . . . . . . . . . . . .     $2,447,733          $  727,615           $  (102,478)          $3,072,870
                                     ===========         ===========          ============          ===========
</TABLE>

                                      F-63
<PAGE>


P.C. WORKSTATION RENTALS, INC. AND STORAGELAND, INC.

SUPPLEMENTAL SCHEDULE OF COMBINING STATEMENTS OF OPERATIONS
AND RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                        P.C.
                                     WORKSTATION         STORAGELAND          INTERCOMPANY          COMBINED
                                     RENTALS, INC.           INC.             ELIMINATIONS           AMOUNTS

<S>                                  <C>                 <C>                  <C>                   <C>
NET SALES (Notes 2 and 11) . . .     $8,762,724          $3,301,389           $  (632,231)          $11,431,882
COST OF SALES. . . . . . . . . .      7,351,457           2,895,399              (632,231)            9,614,625
                                     -----------         -----------          ------------          ------------
  GROSS PROFIT . . . . . . . . .      1,411,267             405,990                    --             1,817,257
SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES. . . .      1,287,972             312,257                    --             1,600,229
                                     -----------         -----------          ------------          ------------
INCOME FROM OPERATIONS . . . . .        123,295              93,733                    --               217,028
INTEREST EXPENSE (Notes 5
  and 6) . . . . . . . . . . . .         30,445               3,916                    --                34,361
                                     -----------         -----------          ------------          ------------
INCOME BEFORE PROVISION
  FOR INCOME TAXES . . . . . . .         92,850              89,817                    --               182,667
                                     -----------         -----------          ------------          ------------
PROVISION FOR INCOME TAXES
  (Notes 2 and 7). . . . . . . .          2,791              33,580                    --                36,371
                                     -----------         -----------          ------------          ------------
NET INCOME . . . . . . . . . . .         90,059              56,237                    --               146,296
RETAINED EARNINGS,
  BEGINNING OF YEAR. . . . . . .        489,225              42,262                    --               531,487
NET DISTRIBUTIONS TO
  PRINCIPAL SHAREHOLDERS . . . .        (87,650)                 --                    --               (87,650)
                                     -----------         -----------          ------------          ------------
RETAINED EARNINGS,
  END OF YEAR. . . . . . . . . .     $  491,634          $   98,499           $        --           $   590,133
                                     ===========         ===========          ============          ============
</TABLE>


                                      F-64
<PAGE>

                                   SIGNATURES

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

Dated: January 30, 2001                       VIZACOM INC.


                            By:            /s/ Alan W. Schoenbart
                               -------------------------------------------------
                                             Alan W. Schoenbart
                               Vice President - Finance, Chief Financial Officer
                                  (Principal Accounting and Financial Officer)







                                       -8-

<PAGE>

                                 EXHIBIT INDEX

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 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.)
10.2      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.)
10.3      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.)
10.4      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.)
10.5      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.)
10.6      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.)
10.7      Registration  Rights  Agreement,  dated July 31,  1996,  between the
          Company and the former stockholders  of Serif Inc. and Serif (Europe)
          Limited.  (Incorporated by reference to Exhibit 10.31 to the Company's
          Current  Report on Form 8-K (Date of Report:  July 31,  1996)
          (Commission File Number: 1-14076), filed with the Commission on August
          13, 1996.)
10.8      Lease Agreement, dated September 7, 1995, between Community Towers LLC
          and the Company,  for facilities located at 111 North Market Street,
          San Jose, California.  (Incorporated  by  reference  to  Exhibit 10.22
          to  Software Publishing  Corporation's  Annual  Report  on Form 10-K
          (Commission  File Number: 0-14025), for the fiscal year ended
          September 30, 1995, filed with the Commission on December 29, 1995.)
10.9      Option, dated October 23, 1997, issued to Ronald L. Altman.
          (Incorporated by reference to Exhibit 10.53 to the Company's Quarterly
          Report on Form 10-QSB  (Commission  File Number: 1-14076),  for the
          quarter  ended  September  30,  1997,  filed  with the Commission  on
          November 14,  1997.)
10.10     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

                                       -9-

<PAGE>
Exhibit
Number    Description of Exhibit
-------   ----------------------

          10-KSB  (Commission File Number: 1-14076),  for the year ended
          December  31,  1997,  filed with the Commission  on April 16, 1998.)
10.11     Warrant,  dated April 7, 1998, registered in the name of Boru
          Enterprises,  Inc.,  with respect to 50,000 shares of Common Stock
          (before giving  effect to the  Company's  one-for-three  reverse stock
          split made effective May 27, 1998).  (Incorporated  by reference to
          Exhibit 10.54 to the Company's  Quarterly  Report on Form 10-QSB
          (Commission  File Number: 1-14076),  for the quarter ended March 31,
          1998, filed with the Commission on May 13, 1998.)
10.12     Stock Exchange Agreement, dated December 15, 1998, between the Company
          and Seafish  Partners.  (Incorporated  by reference to Exhibit 10.2 to
          the Company's Current Report on Form 8-K (Date of Report: December 15,
          1998)  (Commission  File  Number:  1-14076),  filed with the
          Commission on December 16, 1998.)
10.13     Letter Agreement, dated January 4, 1999, between the Company and
          Seafish Partners. (Incorporated by reference to  Exhibit  10.3 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.)
10.14     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.)
10.15     Consulting  Agreement  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.)
10.16     Warrant  Certificate,  with respect to 520,000  shares of Common
          Stock, registered in the name of Target Capital Corp. (Incorporated
          by reference to Exhibit 10.5 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.)
10.17     Warrant Certificate,  with respect to 120,000 shares of Common Stock,
          registered in the name of United Krasna Organizations. (Incorporated
          by reference to Exhibit 10.6 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.)
10.18     Warrant  Certificate,  with respect to 260,000 shares of Common Stock,
          registered  in the name of  Seafish  Partners. (Incorporated by
          reference to Exhibit 10.8 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.)
10.19     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.)
10.20     Letter  Agreement,  dated  December 17, 1998, between the Company Marc
          E. Jaffe. (Incorporated by reference to Exhibit 10.4 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.)
10.21     Advice of Borrowing  Terms,  dated December 29, 1998, between Serif
          (Europe) Limited and National Westminster Bank PLC, and Mortgage
          Debenture,  dated  October 9, 1989,  between Serif (Europe)  Limited
          and  National  Westminster  Bank PLC.  (Incorporated  by reference to
          Exhibit 10.45 to the

                                      -10-
<PAGE>
Exhibit
Number    Description of Exhibit
-------   ----------------------

          Company's  Annual Report on Form 10-KSB for the year ended  December
          31, 1998  (Commission  File Number 1-14076), filed with the Commission
          on April 15,  1999.)
10.22     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.)
10.23     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.)
10.24     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.)
10.25     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.)
10.26     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.)
10.27     Form of Lock-Up  Agreement.  (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.)
10.28     Registration  Rights  Agreement,  dated as of February 15, 2000, among
          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.)
10.29     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.)
10.30     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.)
10.31     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.)

                                      -11-
<PAGE>
Exhibit
Number    Description of Exhibit
-------   ----------------------

10.32     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.)
10.33     Warrant Certificate, dated February 17, 2000, registered in the name
          of Churchill Consulting. (Incorporated by reference to Exhibit 10.8 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.)

10.34     Stock Acquisition  Agreement,  dated March 9, 2000, among 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.)
10.35     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.)
10.36     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.)
10.37     Registration  Rights Agreement,  dated as of March 9, 2000, among
          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.)
10.38     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.)
10.39     Amendment No. 1 to Merger  Agreement,  dated March 27, 2000,
          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.)
10.40     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.)
10.41     Convertible  Note,  dated March 27, 2000, of Vizacom Inc. in the
          principal  amount  of  $250,000  and  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.)

                                      -12-
<PAGE>
Exhibit
Number    Description of Exhibit
-------   ----------------------

10.42     Convertible Note,  dated March 27, 2000,  of Vizacom Inc. in the
          principal  amount of $250,000 and 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.)
10.43     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.)
10.44     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.)
10.45     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.)
10.46     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.)
10.47     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.)
10.48     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.)
10.49     Consulting Agreement,  dated as of January 28, 2000, between Vizacom
          Inc., Arel AMG,  Inc.,  and Charles S. Lazar.*
10.50     Warrant  Certificate,  with respect to 100,000  shares of our common
          stock,  registered in the name of Arel AMG, Inc.*
10.51     Warrant Certificate, with respect to 40,000 shares of our common
          stock,  registered in the name of Arel AMG, Inc.*
10.52     Warrant Certificate, with respect to 70,000 shares of our common
          stock, registered in the name of Arel AMG, Inc.*
10.53     Warrant  Certificate,  with respect to 90,000  shares of our common
          stock,  registered  in the name of Arel AMG, Inc.*
10.54     Warrant  Certificate,  with  respect to 50,000  shares of our
          common  stock,  registered  in the name of Arel AMG, Inc.*
10.55     Warrant Certificate,   with  respect  to  150,000  shares  of  our
          common  stock, registered in the name of Arel AMG, Inc.*
10.56     Warrant  Certificate,  with respect to 150,000  shares of our common
          stock,  registered in the name of Arel AMG, Inc.*

                                      -13-
<PAGE>
Exhibit
Number    Description of Exhibit
-------   ----------------------

10.57     Distribution and Marketing Agreement,  dated July 27, 1999,  between
          Nova Development  Corporation and all Serif subsidiaries of
          Vizacom Inc.*
21        Subsidiaries of the Company.*
23.1      Consent of Richard A. Eisner & Company,  LLP.
23.2      Consent of Ernst & Young.
23.3      Consent of Silver & Levene.*
24        Powers of Attorney.*
27        Financial Data Schedule.*
----------------------
* Previously filed
                                      -14-