NEITHER  THE  WARRANTS  REPRESENTED  BY  THIS WARRANT CERTIFICATE NOR THE SHARES
OF COMMON STOCK OR ANY OTHER SECURITIES  ISSUABLE UPON EXERCISE OF SUCH WARRANTS
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH WARRANTS
HAVE BEEN  ACQUIRED,  AND ANY  SHARES OF  COMMON  STOCK OR ANY OTHER  SECURITIES
ISSUABLE  UPON  EXERCISE  OF SUCH  WARRANTS  ARE  REQUIRED TO BE  ACQUIRED,  FOR
INVESTMENT  PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE,  AND MAY NOT
BE SOLD,  ASSIGNED,  PLEDGED,  HYPOTHECATED OR OTHERWISE  TRANSFERRED WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES OR OTHER
SECURITIES  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND APPLICABLE  STATE
SECURITIES  LAWS OR AN  OPINION OF  COUNSEL  SATISFACTORY  TO THE ISSUER OF SUCH
WARRANTS AND SUCH SHARES OR OTHER SECURITIES TO THE EFFECT THAT  REGISTRATION IS
NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS.

                     VOID AFTER 5:00 P.M. ON JANUARY 7, 2003

                                  VIZACOM INC.
                               WARRANT CERTIFICATE

                     100,000 COMMON STOCK PURCHASE WARRANTS

                                                             Teaneck, New Jersey
Warrant Certificate No. AA-1                                     January 8, 2000

         THIS IS TO CERTIFY THAT, for value received, Arel AMG, Inc., a Delaware
corporation or registered assigns (the  "Warrantholder")  permitted by the terms
of this Warrant  Certificate,  is the  registered  owner of the number of Common
Stock  Purchase  Warrants  (each,  a "Warrant")  set forth  above,  each Warrant
entitling   the  owner  thereof  to  purchase  from  Vizacom  Inc.,  a  Delaware
Corporation (the "Company"), at any time on or prior to 5:00 P.M., New York City
time, on January 7, 2003 (the "Expiration  Time"), one duly authorized,  validly
issued,  fully paid and  nonassessable  share (each,  a "Warrant  Share") of the
common stock, par value $.001 per share ("Common Stock"),  of the Company,  at a
purchase  price of $3.00 per share (the  "Purchase  Price"),  all subject to the
terms and conditions  contained herein. The number of Warrants evidenced by this
Warrant  Certificate  (and  the  number  and  kind of  securities  which  may be
purchased  upon  exercise  hereof) set forth above,  and the Purchase  Price per
share set forth  above,  are as of the date  hereof.  As  provided  herein,  the
Purchase  Price and the  number of  shares of Common  Stock or other  securities
which may be  purchased  upon the  exercise of the  Warrants  evidenced  by this
Warrant  Certificate  are,  upon the  happening  of certain  events,  subject to
modification and adjustment.

          This  Warrant  Certificate,  together with  any warrant certificate(s)
issued in replacement or substitution hereof (as provided for herein) evidencing
all  or  part  of  the  Warrants  evidenced  hereby, are sometimes  collectively
referred to herein as the "Warrant Certificates."

<PAGE>

          The rights  of the registered holder of this Warrant Certificate shall
be subject to the following further terms and conditions:

1.   EXERCISE OF WARRANTS.

          (a)   The Warrants may be exercised,  in whole or in part, on or prior
to the Expiration  Time  by  surrendering  this  Warrant  Certificate,  with the
purchase form provided for herein duly executed by the Warrantholder or  by  the
Warrantholder's duly  authorized  attorney-in-fact, at the principal  office  of
the  Company, presently  located at Glenpointe  Centre  East,  300 Frank W. Burr
Boulevard - 7th Floor,  Teaneck,  New Jersey  07666, or at such other  office or
agency  in  the  United  States  as the  Company  may  designate  by  notice  in
writing  to  the  Warrantholder  (in  either  event,  the  "Company   Offices"),
accompanied by payment in full, either in the form of cash, bank cashier's check
or certified  check payable to the  order  of the Company, of the Exercise Price
payable in respect of the Warrants being  exercised.   If  fewer than all of the
Warrants are exercised,  the Company shall,  upon  each exercise  prior  to  the
Expiration  Time,  execute  and  deliver  to  the  Warrantholder  a  new Warrant
Certificate  (dated  as  of  the  date hereof)  evidencing  the  balance  of the
Warrants that remain exercisable.

          (b)   On  the  date  of  exercise  of  the Warrants, the Warrantholder
exercising same shall be deemed to  have  become the holder of  record  for  all
purposes of the Warrant Shares to which the exercise relates.

          (c) As soon as practicable, but not in excess of ten  days, after  the
exercise of all or part of the Warrants  evidenced by this Warrant  Certificate,
the Company, at its expense (including the payment by it of any applicable issue
taxes),  will  cause  to  be  issued  in  the  name  of  and  delivered  to  the
Warrantholder  a  certificate  or  certificates  evidencing  the  number of duly
authorized, validly issued, fully paid and nonassessable Warrant Shares to which
the Warrantholder shall be entitled upon such exercise.

          (d) No certificates for fractional Warrant Shares shall be issued upon
the exercise of any of the  Warrants  but,  in  lieu thereof, the Company shall,
upon exercise  of all the Warrants, round up any fractional Warrant Share to the
nearest whole share of Common Stock.

2.   ISSUANCE OF COMMON STOCK; RESERVATION OF SHARES.

          (a) The Company covenants and agrees that all Warrant Shares which may
be issued upon the exercise of all or part of the Warrants  will,  upon issuance
in  accordance with the  terms  hereof,   be  validly  issued,  fully  paid  and
nonassessable  and free from all taxes,  liens and charges  with  respect to the
issue thereof.

          (b)  The Company  further  covenants and  agrees that if any shares of
Common Stock to be reserved for the purpose of  the  issuance of Warrant  Shares
upon the exercise of Warrants require  registration  with,  or  approval of, any
governmental authority under any  federal or state law  before  such  shares may
be validly issued or delivered upon  exercise,  then the Company  will  promptly
use its best efforts to effect such registration or obtain such approval, as the
case may be.

                                      -2-
<PAGE>

3.   ADJUSTMENTS OF EXERCISE PRICE, NUMBER AND CHARACTER OF WARRANT SHARES, AND
     NUMBER OF WARRANTS.

          The Exercise Price the number and kind of securities  purchasable upon
the exercise  of each Warrant shall be subject to  adjustment  from time to time
upon the happening of the events enumerated in this Section 3.

          (a)   STOCK  DIVIDENDS,  SUBDIVISIONS  AND  COMBINATIONS.  In case the
Company shall at any time on or before the Expiration Time:

                (i)   pay a dividend in shares of Common Stock  [or other  stock
     of the  Company]  or  make a distribution in shares of Common Stock or such
     other stock to holders of all its outstanding shares of Common Stock;

                (ii)  subdivide  or  reclassify the outstanding shares of Common
     Stock into a greater number of shares;

                (iii) combine  the  outstanding  shares  of  Common Stock into a
     smaller number of shares of Common Stock; or

                (iv)  issue  by  reclassification  of its shares of Common Stock
     other  securities  of  the  Company (including any such reclassification in
     connection  with  a  consolidation  or  merger  in which the Company is the
     continuing corporation);

then  the  number  and  kind  of Warrant  Shares  purchasable  upon  exercise of
each Warrant outstanding immediately prior thereto shall be adjusted so that the
Warrantholder  shall be  entitled  to  receive  the kind and number of shares of
Common Stock or other  securities of the Company which the  Warrantholder  would
have owned or have been  entitled to receive  after the  happening of any of the
events described above had such Warrant been exercised in full immediately prior
to the  earlier of the  happening  of such  event or any record  date in respect
thereto.  In the  event  of any  adjustment  of the  number  of  Warrant  Shares
purchasable upon the exercise of each then outstanding Warrants pursuant to this
Paragraph 3(a), the Exercise Price shall be adjusted to be the amount  resulting
from dividing the number of shares of Common Stock (including  fractional shares
of Common Stock) covered by such Warrant  immediately after such adjustment into
the total amount payable upon exercise of such Warrant in full immediately prior
to such  adjustment.  An adjustment  made pursuant to this  Paragraph 3(a) shall
become effective  immediately after the effective date of such event retroactive
to  the  record  date  for  any  such  event.  Such  adjustment  shall  be  made
successively whenever any event listed above shall occur.

          (b)   EXTRAORDINARY  DIVIDENDS.  In case the Company shall at any time
on or before  the  Expiration Time fix a record date for the issuance of rights,
options,  or warrants to all holders of its outstanding  shares of Common Stock,
entitling them (for a period  expiring within 45 days after such record date) to
subscribe for or purchase shares of Common Stock (or securities exchangeable for
or convertible into shares of Common Stock) at a price per share of Common Stock
(or having an  exchange  or  conversion  price per share of Common  Stock,  with
respect to a security  exchangeable

                                      -3-
<PAGE>

for  or  convertible  into  shares  of  Common  Stock)  which  is lower than the
current  Market Price per share of Common  Stock (as defined in  Paragraph  3(d)
below) on such  record  date,  then the  Exercise  Price  shall be  adjusted  by
multiplying the Exercise Price in effect  immediately  prior to such record date
by a  fraction,  of which  (i) the  numerator  shall be the  number of shares of
Common Stock outstanding on such record date plus the number of shares of Common
Stock which the aggregate offering price of the total number of shares of Common
Stock so to be offered (or the aggregate initial exchange or conversion price of
the  exchangeable or convertible  securities so to be offered) would purchase at
such current Market Price and (ii) the denominator shall be the number of shares
of Common Stock  outstanding  on such record date plus the number of  additional
shares of Common Stock to be offered for subscription or purchase (or into which
the  exchangeable  or  convertible  securities  so to be offered  are  initially
exchangeable  or  convertible).  Such adjustment  shall become  effective at the
close of  business on such record  date;  however,  to the extent that shares of
Common  Stock (or  securities  exchangeable  for or  convertible  into shares of
Common Stock) are not delivered after the expiration of such rights, options, or
warrants,  the  Exercise  Price shall be  readjusted  (but only with  respect to
Warrants exercised after such expiration) to the Exercise Price which would then
be in effect had the adjustments made upon the issuance of such rights, options,
or warrants been made upon the basis of delivery of only the number of shares of
Common  Stock (or  securities  exchangeable  for or  convertible  into shares of
Common Stock) actually issued.  In case any subscription  price may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such  consideration  shall be as  determined  in good  faith by the  Board of
Directors  of the Company and shall be  described  in a statement  mailed to the
Warrantholder.  Shares of Common  Stock  owned by or held for the account of the
Company shall not be deemed outstanding for the purpose of any such computation.

         (c)  EXTRAORDINARY DISTRIBUTIONS. In case the Company shall at any time
after the  original  date of issuance of the Warrants  (the "Date of  Issuance")
distribute  to all  holders of its shares of Common  Stock  (including  any such
distribution  made in  connection  with a  consolidation  or merger in which the
Company is the surviving  corporation)  evidences of its  indebtedness or assets
(excluding  cash dividends and  distributions  payable out of  consolidated  net
income or earned  surplus in  accordance  with  Delaware  law and  dividends  or
distributions  payable in shares of stock  described in Paragraph 3(a) above) or
rights,   options,  or  warrants  or  exchangeable  or  convertible   securities
containing  the right to  subscribe  for or purchase  shares of Common Stock (or
securities  exchangeable for or convertible  into shares of Common Stock),  then
the Exercise Price shall be adjusted by multiplying the Exercise Price in effect
immediately  prior to the record date for such  distribution  by a fraction,  of
which (i) the  numerator  shall be the current  Market Price per share of Common
Stock (as defined in Paragraph  3(d)) on such record date,  less the fair market
value  (as  determined  by  the  Board  of  Directors  of  the  Company,   whose
determination   shall  be   conclusive,   and  described  in  a  notice  to  the
Warrantholders)  of the portion of the evidences of indebtedness or assets so to
be distributed or of such rights, options or warrants applicable to one share of
Common Stock and (ii) the  denominator  shall be such  current  Market Price per
share  of  Common  Stock.  Such  adjustment  shall  be made  whenever  any  such
distribution  is made,  and shall become  effective on the date of  distribution
retroactive to the record date for such transaction.

          (d)  CURRENT MARKET PRICE DEFINED.  For the purpose of any computation
under  Paragraphs 3(b) and/or 3(c), the current Market Price per share of Common
Stock at any date shall
                                      -4-
<PAGE>

be  deemed  to  be  the   average  daily  Closing  Price of the shares of Common
Stock for twenty consecutive  trading days ending within fifteen days before the
date in question.  The term "Closing  Price" of the shares of Common Stock for a
day or days shall mean (i) if the shares of Common  Stock are listed or admitted
for trading on a national  securities  exchange,  the last reported  sales price
regular way, or, in case no such  reported sale takes place on such day or days,
the average of the reported  closing bid and asked prices regular way, in either
case on the principal  national  securities  exchange on which the shares of the
Common Stock are listed or admitted for trading, or (ii) if the shares of Common
Stock are not listed or admitted for trading on a national securities  exchange,
(A) the last  transaction  price for the Common Stock on The Nasdaq Stock Market
("Nasdaq") or, in the case no such reported  transaction takes place on such day
or days, the average of the reported closing bid and asked prices thereof quoted
on Nasdaq,  or (B) if the shares of Common  Stock are not quoted on Nasdaq,  the
average of the closing bid and asked prices of the Common Stock as quoted on the
Over-The-Counter  Bulletin  Board  maintained  by the  National  Association  of
Securities Dealers,  Inc. (the "Bulletin Board"), or (C) if the shares of Common
Stock are not quoted on Nasdaq nor on the  Bulletin  Board,  the  average of the
closing bid and asked prices of the common stock in the over-the-counter market,
as reported by The National Quotation Bureau,  Inc., or an equivalent  generally
accepted  reporting  service,  or (iii) if on any such  trading  day or days the
shares of Common Stock are not quoted by any such organization,  the fair market
value of the shares of Common Stock on such day or days,  as  determined in good
faith by the Board of Directors of the Company, shall be used.

          (e) MINIMUM ADJUSTMENT.  Except as hereinafter provided, no adjustment
of the  Exercise Price hereunder shall be made if such  adjustment  results in a
change of the  Exercise  Price then in effect of less than five cents ($.05) per
share.  Any  adjustment of less than five cents ($.05) per share of any Exercise
Price  shall be carried  forward  and shall be made at the time of and  together
with any subsequent adjustment which, together with adjustment or adjustments so
carried forward,  amounts to five cents ($.05) per share or more. However,  upon
exercise  of this  Warrant  Certificate,  the Company  shall make all  necessary
adjustments (to the nearest cent) not theretofore  made to the Exercise Price up
to and  including  the  effective  date upon which this Warrant  Certificate  is
exercised.

          (f)  NOTICE OF ADJUSTMENTS.    Whenever  the  Exercise  Price shall be
adjusted  pursuant  to  this  Section 3, the Company  shall  promptly  deliver a
certificate signed  by the  President,  a  Vice  President, the  Chief Financial
Officer,  Treasurer  or an Assistant  Treasurer or the Secretary or an Assistant
Secretary of  the  Company,  setting  forth,  in  reasonable  detail,  the event
requiring the adjustment,  the amount of the  adjustment,  the  method  by which
such  adjustment was  calculated  (including  a  description  of  the  basis  on
which  the Board of Directors of the Company made any determination  hereunder),
by first class mail postage prepaid to each Warrantholder.

          (g)  CAPITAL REORGANIZATIONS AND OTHER RECLASSIFICATIONS.  In case  of
any  capital  reorganization  of  the Company, or of any reclassification of the
shares  of  Common  Stock  (other  than  a   reclassification,   subdivision  or
combination of shares  of  Common  Stock  referred  to in Paragraph 3(a)), or in
case of the  consolidation  of  the  Company  with, or the merger of the Company
with, or  merger  of  the  Company  into,  any  other  corporation (other than a
reclassification of the shares of Common  Stock  referred to in  Paragraph  3(a)
or a  consolidation  or merger which does not result in

                                      -5-
<PAGE>

any   reclassification  or  change  of  the  outstanding shares of Common Stock)
or of the sale of the properties and assets of the Company as, or  substantially
as, an entirety to any other  corporation or entity,  each Warrant shall,  after
such  capital  reorganization,  reclassification  of  shares  of  Common  Stock,
consolidation,  merger,  or sale, be exercisable,  upon the terms and conditions
specified in this Warrant Certificate, for the kind, amount and number of shares
or other  securities,  assets, or cash to which a holder of the number of shares
of  Common  Stock  purchasable  (at the  time of  such  capital  reorganization,
reclassification of shares of Common Stock, consolidation,  merger or sale) upon
exercise of such Warrant  would have been  entitled to receive upon such capital
reorganization,  reclassification  of  shares of  Common  Stock,  consolidation,
merger, or sale; and in any such case, if necessary, the provisions set forth in
this  Section 3 with  respect  to the  rights and  interests  thereafter  of the
Warrantholder shall be appropriately adjusted so as to be applicable,  as nearly
equivalent  as  possible,  to any shares or other  securities,  assets,  or cash
thereafter  deliverable  on the exercise of the Warrants.  The Company shall not
effect  any  such   consolidation,   merger,   or  sale,   unless  prior  to  or
simultaneously with the consummation thereof the successor corporation or entity
(if other than the Company)  resulting from such  consolidation or merger or the
corporation or entity purchasing such assets or other appropriate corporation or
entity shall assume,  by written  instrument,  the  obligation to deliver to the
Warrantholder  such shares,  securities,  assets, or cash as, in accordance with
the foregoing provisions, such holders may be entitled to purchase and the other
obligations hereunder.  The subdivision or combination of shares of Common Stock
at any time  outstanding  into a greater or lesser number of shares shall not be
deemed to be a  reclassification  of the shares of Common  Stock for purposes of
this Paragraph 3(e).

          (h)  ADJUSTMENTS TO OTHER  SECURITIES.  In the event that at any time,
as a result of an adjustment made pursuant to this Section 3, the  Warrantholder
shall become entitled to purchase any shares or  securities of the Company other
than the  shares of Common Stock, thereafter the number of such other  shares or
securities so  purchasable  upon exercise of each Warrant and the exercise price
for such shares or securities  shall be subject to adjustment  from time to time
in a manner and on terms as nearly equivalent as possible to the provisions with
respect to the shares of Common Stock  contained in Paragraphs 3(a) through (e),
inclusive.

          (i)  DEFERRAL   OF   ISSUANCE   OF   ADDITIONAL   SHARES   IN  CERTAIN
CIRCUMSTANCES.  In  any case in  which  this  Section  3 shall  require  that an
adjustment  in the  Exercise  Price  be made effective as of a record date for a
specified  event, the Company may elect to defer  until the  occurrence  of such
event  issuing to the Warrantholder  exercised after such record date the shares
of Common Stock,  if any,  issuable  upon  such  exercise  over  and  above  the
Warrant  Shares,  if any,  issuable upon such  exercise  on  the  basis  of  the
Exercise  Price in effect prior  to such adjustment; provided, however, that the
Company shall deliver as soon as  practicable to such holder a due bill or other
appropriate  instrument  provided by the Company  evidencing such holder's right
to  receive  such  additional  shares of Common Stock upon the occurrence of the
event requiring such adjustment.

     4.   DEFINITION OF COMMON STOCK.

          The  Common  Stock issuable upon exercise of the Warrants shall be the
Common  Stock as constituted on the date hereof except as otherwise  provided in
Section 3.

                                      -6-
<PAGE>

5.   REPLACEMENT OF SECURITIES.

          If  this  Warrant  Certificate  shall  be  lost, stolen,  mutilated or
destroyed, the Company shall, on such terms as to  indemnity or otherwise as the
Company may in its discretion reasonably impose, issue a new certificate of like
tenor or date  representing  in  the  aggregate  the right to subscribe for  and
purchase the number of  shares of Common  Stock  which may be subscribed for and
purchased hereunder.  Any such new  certificate  shall  constitute  an  original
contractual obligation of the  Company,  whether  or  not  the  allegedly  lost,
stolen,  mutilated  or  destroyed  Warrant  Certificate  shall  be  at  any time
enforceable by anyone.

6.   REGISTRATION.

          This  Warrant  Certificate,  as well as all other warrant certificates
representing  Warrants  shall be numbered and shall be  registered in a register
(the "Warrant  Register")  maintained at the Company Offices as they are issued.
The Warrant  Register shall list the name,  address and Social Security or other
Federal Identification Number, if any, of all Warrantholders.  The Company shall
be entitled to treat the  Warrantholder  as set forth in the Warrant Register as
the owner in fact of the  Warrants  as set forth  therein for all  purposes  and
shall not be bound to recognize  any  equitable or other claim to or interest in
such Warrants on the part of any other  person,  and shall not be liable for any
registration  of transfer of Warrants that are registered or to be registered in
the name of a  fiduciary  or the  nominee of a  fiduciary  unless  made with the
actual  knowledge that a fiduciary or nominee is committing a breach of trust in
requesting such  registration of transfer,  or with such knowledge of such facts
that its participation therein amounts to bad faith.

7.   TRANSFER.

     NEITHER THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE SHARES
OF COMMON STOCK OR ANY OTHER SECURITIES  ISSUABLE UPON EXERCISE OF SUCH WARRANTS
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH WARRANTS
HAVE BEEN  ACQUIRED,  AND ANY  SHARES OF  COMMON  STOCK OR ANY OTHER  SECURITIES
ISSUABLE  UPON  EXERCISE  OF SUCH  WARRANTS  ARE  REQUIRED TO BE  ACQUIRED,  FOR
INVESTMENT  PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE,  AND MAY NOT
BE SOLD,  ASSIGNED,  PLEDGED,  HYPOTHECATED OR OTHERWISE  TRANSFERRED WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES OR OTHER
SECURITIES  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND APPLICABLE  STATE
SECURITIES  LAWS OR AN  OPINION OF  COUNSEL  SATISFACTORY  TO THE ISSUER OF SUCH
WARRANTS AND SUCH SHARES OR OTHER SECURITIES TO THE EFFECT THAT  REGISTRATION IS
NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS.

                                      -7-
<PAGE>


8.   EXCHANGE OF WARRANT CERTIFICATES.

          This Warrant Certificate may be exchanged for another  certificate  or
certificates  entitling the  Warrantholder  thereof to purchase a like aggregate
number of Warrant Shares as this Warrant Certificate entitles such Warrantholder
to purchase.  A Warrantholder  desiring to so exchange this Warrant  Certificate
shall make such request in writing delivered to the Company, and shall surrender
this Warrant  Certificate  therewith.  Thereupon,  the Company shall execute and
deliver to the person entitled thereto a new certificate or certificates, as the
case may be, as so requested.

9.   NOTICES.

          All notices and other communications hereunder shall be in writing and
shall be  deemed  given  when  delivered  in  person,  against  written  receipt
therefor, or two days after being sent, by registered or certified mail, postage
prepaid, return receipt requested, and, if to the Warrantholder, at such address
as is shown on the Warrant  Register or as may otherwise may have been furnished
to the Company in writing in accordance with this Section 9 by the Warrantholder
and,  if to the  Company,  at the Company  Offices or such other  address as the
Company shall give notice thereof to the  Warrantholder  in accordance with this
Section 9.

10.  REGISTRATION RIGHTS.

          (a) Defined  Terms.  As  used  in  this  Section  10,  terms   defined
elsewhere herein shall have their assigned  meanings and  each of the  following
terms shall have the  following  meanings  (such  definitions  to be  applicable
to both the plural and singular of the terms defined):

                    (i)    Registerable   Securities.   The  term  "Registerable
     Securities" shall mean any of the  Warrant  Shares, including any shares of
     Common  Stock  or  other  securities  received in connection with any stock
     split,   stock   divided,   merger,   reorganization,     recapitalization,
     reclassification or other distribution  payable  or issuable upon shares of
     Common Stock.  For the purposes of this Agreement, securities will cease to
     be  Registerable  Securities  when  (A)  a registration statement under the
     Securities Act  covering such Registerable  Securities  has  been  declared
     effective and either (1) such Registerable Securities have been disposed of
     pursuant  to  such  effective  registration   statement  or  (2)  (I)  such
     Registerable  Securities  remain  covered  by  such  effective Registration
     Statement, (II) such Registerable Securities have been  withdrawn from such
     Registration Statement at  the  request  or  demand  of  the holder of such
     Registerable  Securities  or  (III)  such  registration  statement has been
     withdrawn at the request  or demand of  the  holder  of  such  Registerable
     Securities, (B) such Registerable  Securities are distributed to the public
     pursuant  to  the  Securities  Act or pursuant to  an  exemption  from  the
     registration requirements of the Securities Act, including, but not limited
     to, Rules 144 and 144A promulgated  under  the  Securities Act, or (C) such
     Registerable Securities have been otherwise transferred and the Company, in
     accordance  with  applicable  law  and  regulations,  has   delivered   new
     certificates or other evidences of ownership for such securities  which are
     not subject to any stop transfer order or other restriction on transfer.

                                      -8-
<PAGE>

                    (ii)  Rightsholders.  The term "Rightsholders" shall include
     the Warrantholder, all successors and assigns of the Warrantholder, and all
     transferees of Registerable  Securities  where  such transfer affirmatively
     includes  the  transfer  and  assignment of the rights  of  the  transferor
     Rightsholder  under  this  Agreement  with  respect   to   the  transferred
     Registerable Securities; provided, however, the term  "Rightsholders" shall
     not include any person or entity who has sold, transferred  or assigned all
     of such person's or entity's Registerable Securities.

                    (iii)     The  words  "hereof," "herein" and "hereunder" and
     words of similar import when used in this  Section  10  shall refer to this
     Section 10 as a whole and not to any particular provision  of  this Section
     10, and subsection, paragraph, clause, schedule and exhibit references  are
     to this Section 10 unless otherwise specified.

          (b)  Demand Registration.

                    (i)   The  Company  hereby  covenants and agrees to register
     (the  "Demand  Registration"),  under  the  Securities  Act,  all  of   the
     Registerable Securities.

                    (ii)  Number of Demand Registrations; Expenses.  The holders
     of Registerable Securities  shall  be  entitled,  in  the aggregate, to one
     Demand  Registration,  the  Registration  Expenses (as defined in Paragraph
     10(e) hereof) of which, subject to the provisions of Paragraph 10(e), shall
     be borne by the Company, but the Company shall  not  be responsible for the
     payment of any underwriter's discount, commission or selling  concession in
     connection with any of the Registerable Securities.   The Company shall not
     be  deemed  to  have  effected  a Demand Registration unless and until such
     Demand Registration is declared effective.

                    (iii) Approval of Underwriter by the Company.  If the Demand
     Registration  is  to  involve  an   underwritten  offering,  the   managing
     underwriter(s)  and  each  selling  agent  selected  by those Rightsholders
     participating  in  each  such underwritten offering shall be Subject to the
     written approval of the Company,  which  approval  may  not be unreasonably
     withheld.

                    (vi)  "Initiating  Holders"  Defined.  For  purposes of this
     Agreement,  the  term "Initiating  Holders" shall  mean, on any given date,
     those Rightsholders holding Registerable Securities  which  would aggregate
     50% or more of the total Registerable Securities that would be  outstanding
     on such date.

          (c)  Piggy-Back Registration.

                    (i)  If,  at  any  time  on  or after the date on which this
     warrant certificate has been issued and on or  prior to two years after the
     Expiration  Time,  the  Company proposes to file a  registration  statement
     under the Securities Act  with respect to an offering by the Company or any
     other  party  of  any  class of equity security similar to any Registerable
     Securities (other than  a  registration statement on Form S-4 or S-8 or any
     successor form or

                                      -9-
<PAGE>


     a registration statement filed solely in connection with an exchange offer,
     a  business  combination transaction or an offering of securities solely to
     the existing stockholders  or  employees of the Company), then the Company,
     on  each  such  occasion,  shall give  written  notice  (each,  a  "Company
     Piggy-Back Notice") of such  proposed  filing  to  all of the Rightsholders
     owning  Registerable  Securities  at least 20 days before  the  anticipated
     filing date of such registration  statement,  and  such  Company Piggy-Back
     Notice  also  shall  be  required  to  offer  to  such  Rightsholders   the
     opportunity to register such aggregate number of Registerable Securities as
     each such  Rightsholder may request.  Each such Rightsholder shall have the
     right, exercisable for the ten days immediately following the giving of the
     Company  Piggy-Back  Notice, to request, by written notice (each, a "Holder
     Notice")  to  the  Company,  the  inclusion  of  all  or any portion of the
     Registerable  Securities  of   such  Rightsholders  in  such   registration
     statement.  The Company shall  use reasonable efforts to cause the managing
     underwriter(s) of a proposed underwritten  offering to permit the inclusion
     of the Registerable Securities which were the subject of all Holder Notices
     in  such  underwritten  offering  on  the  same terms and conditions as any
     similar  securities  of  the  Company  included  therein.   Notwithstanding
     anything  to  the  contrary  contained  in  this Paragraph 10(c)(i), if the
     managing  underwriter(s)  of such underwritten offering (or, in the case of
     an offering not being underwritten, the Company) delivers a written opinion
     (or,  in  the  case of  the Company, a resolution of its Board of Directors
     certified  by   the  President  or  Secretary  of   the  Company)   to  the
     Rightsholders  of  Registerable  Securities  which  were the subject of all
     Holder Notices that the total amount and kind of securities which they, the
     Company and any other person Intend to include  in such offering is such as
     to  materially  and adversely affect the success of such offering, then the
     amount of securities  to be  offered for the accounts of such Rightsholders
     and persons other than the Company  shall be eliminated or reduced pro rata
     (based on the amount of securities owned  by  such  Rightsholders and other
     persons which carry registration rights) to the extent  necessary to reduce
     the total amount of  securities  to  be  included  in  such offering to the
     amount recommended by such  managing  underwriter(s) in its written opinion
     (or the Board of Directors in its resolution).

                    (ii)  Number of  Piggy-Back  Registrations;  Expenses.   The
     obligations  of  the  Company under this Paragraph 10(c) shall be unlimited
     with  respect to each Rightsholder.  Subject to the provisions of Paragraph
     10(e) hereof,  the Company will pay all Registration Expenses in connection
     with any registration  of Registerable Securities effected pursuant to this
     Paragraph 10(c), but the  Company  shall not be responsible for the payment
     of  any  underwriter's  discount,  commission  or  selling  concession   in
     connection therewith.

                    (iii)    Withdrawal or Suspension of Registration Statement.
     Notwithstanding anything contained to the contrary in this Paragraph 10(c),
     the  Company  shall  have  the absolute  right, whether before or after the
     giving of a Company Piggy-Back Notice or Holder Notice, to determine not to
     file  a  registration  statement  to which the Rightsholders shall have the
     right to include their Registerable  Securities  therein  pursuant  to this
     Paragraph 10(c),  to  withdraw  such  registration statement or to delay or
     suspend pursuing the effectiveness of such  registration statement.  In the
     event of such  a  determination  after  the  giving of a Company Piggy-Back
     Notice,  the  Company  shall  give  notice  of  such  determination  to all
     Rightsholders  and,  thereupon, (A) in  the case of a

                                      -10-
<PAGE>

     determination not to register or to withdraw  such  registration statement,
     the  Company shall be relieved of its obligation under this Paragraph 10(c)
     to register  any  of  the  Registerable  Securities in connection with such
     registration  and  (B)  in  the  case  of  a  determination  to  delay  the
     registration,  the  Company shall be permitted  to  delay  or  suspend  the
     registration of  Registerable  Securities  pursuant to this Paragraph 10(c)
     for  the  same  period  as  the  delay  in   the registration of such other
     securities.   No  registration  effected  under  this Paragraph 10(c) shall
     relieve  the  Company  of  its  obligation to effect any registration  upon
     demand   otherwise   granted   to   a  Rightsholder   under Paragraph 10(b)
     hereof or any other agreement with the Company.

          (d)  Registration Procedures.

               (i)  Obligations of the Company.  The Company will, in connection
     with  any  registration  pursuant  to  Paragraph  10(b)  or  (c) hereof, as
     expeditiously as possible:

                    (A)  prepare  and  file  with  the Commission a registration
          statement under the Securities Act on any  appropriate  form chosen by
          the Company, in its  sole discretion, which shall be available for the
          sale of all Registerable Securities  in  accordance  with the intended
          method(s)  of  distribution thereof set forth in all applicable Demand
          Requests,   Tag-Along   Requests  and  Holder  Notices,  and  use  its
          commercially  reasonable  best  efforts  to  cause  such  registration
          statement  to  become  effective  as  soon  thereafter  as  reasonably
          practicable; provided, that, at least five business days before filing
          with the Commission of such  registration statement, the Company shall
          furnish  to  each  Rightsholder  whose   Registerable  Securities  are
          included  therein  draft  copies  of   such  registration   statement,
          including all exhibits thereto and documents incorporated by reference
          therein, and, upon the reasonable  request  of  any such Rightsholder,
          shall continue to provide drafts of such registration  statement until
          filed, and,  after  such  filing, the Company shall, as diligently  as
          practicable, provide to each  such Rightsholders such number of copies
          of such registration statement, each amendment and supplement thereto,
          the prospectus included in such registration statement (including each
          preliminary   prospectus),   all    exhibits  thereto  and   documents
          incorporated by reference therein  and  such  other  documents as such
          Rightsholder  may   reasonably  request in  order  to  facilitate  the
          disposition of the Registerable  Securities owned by such Rightsholder
          and  included  in  such registration statement; provided, further, the
          Company shall modify or amend the registration statement as it relates
          to such Rightsholder as reasonably requested by such Rightsholder on a
          timely  basis,  and  shall  reasonably  consider  other changes to the
          registration  statement  (but  not  including  any exhibit or document
          incorporated  therein  by  reference)  reasonably  requested  by  such
          Rightsholder on a timely  basis, in  light  of the requirements of the
          Securities Act and any other  applicable laws and    regulations;  and
          provided, further,  that  the obligation of the Company to effect such
          registration  and/or  cause  such  registration  statement  to  become
          effective,  may  be  postponed  for  (1)  such period of time when the
          financial statements  of  the  Company required to be included in such
          registration statement are not available (due solely to  the fact that
          such financial statements have not been prepared in the regular course

                                      -11-

<PAGE>

          of  business  of  the  Company)  or  (2) any other bona fide corporate
          purpose, but then  only for a period not to exceed 90 days;

                              (B)   prepare  and  file  with the Commission such
          amendments and post-effective  amendments to a registration  statement
          as may be necessary to keep such registration  statement effective for
          up to nine months; and cause the related prospectus to be supplemented
          by any  required  prospectus  supplement, and as so supplemented to be
          filed to the extent required pursuant  to  Rule  424 promulgated under
          the  Securities  Act,  during  such  nine-month  period; and otherwise
          comply  with  the provisions of the Securities Act with respect to the
          disposition   of   all  Registerable  Securities   covered   by   such
          registration statement during the applicable period in accordance with
          the intended method(s)  of disposition of such Registerable Securities
          set forth in such registration  statement, prospectus or supplement to
          such prospectus;

                              (C)  notify  the  Rightsholders whose Registerable
          Securities  are  included  in  such  registration  statement  and  the
          managing underwriter(s), if any, of an underwritten offering of any of
          the  Registerable  Securities included in such registration statement,
          and  confirm  such  advice  in  writing,  (1) when a prospectus or any
          prospectus supplement or post-effective amendment has been filed, and,
          with  respect  to  a  registration  statement  or  any  post-effective
          amendment,  when  the same has become effective, (2) of any request by
          the  Commission  for  amendments  or  supplements  to  a  registration
          statement  or related prospectus or for additional information, (3) of
          the issuance  by  the  Commission  of  any  stop  order suspending the
          effectiveness of a  registration statement  or  the  initiation of any
          proceedings for that purpose, (4) if at  any  time the representations
          and warranties of the Company contemplated by clause  (1) of Paragraph
          10(d)(i)(J) hereof cease to be true and correct, (5) of the receipt by
          the Company of any notification with respect to the suspension  of the
          qualification of any of the Registerable Securities  for  sale  in any
          jurisdiction or  the  initiation  or threatening of any proceeding for
          such  purpose  and (6)  of  the happening of any event which makes any
          statement  made  in  the registration statement, the prospectus or any
          document  incorporated  therein  by reference untrue or which requires
          the making of any changes in the  registration statement or prospectus
          so   that   such   registration   statement,  prospectus  or  document
          incorporated  by  reference  will  not contain any untrue statement of
          material fact or omit to state any material fact required to be stated
          therein or necessary to make the statements therein not misleading;

                              (D)   make   reasonable   efforts  to  obtain  the
          withdrawal  of   any   order  suspending  the  effectiveness  of  such
          registration statement at  the earliest possible moment and to prevent
          the entry of such an order;

                              (E)  use reasonable efforts to register or qualify
          the Registerable Securities included in such registration statement
          under such other securities or blue sky laws of such jurisdictions as
          any Rightsholder whose Registerable Securities are included in such
          registration statement reasonably requests in writing and do any and

                                      -12-
<PAGE>

          all  other  acts  and  things  which  may be necessary or advisable to
          enable  such  Rightsholder  to  consummate  the  disposition  in  such
          jurisdictions  of  such  Registerable  Securities;  provided, that the
          Company  will  not be required to (1) qualify generally to do business
          in any jurisdiction  where  it  would  not  otherwise  be  required to
          qualify  but  for this  Paragraph  10(d)(i)(E), (2) subject  itself to
          taxation  in  any such jurisdiction or (3) take any action which would
          subject it to general service of process in any such jurisdiction;

                              (F)   make   available   for   inspection  by each
          Rightsholder  whose  Registerable  Securities  are  included  in  such
          registration,  any  underwriter(s)  participating  in  any disposition
          pursuant to such registration statement, and any representative, agent
          or  employee  of  or  attorney  or  accountant  retained  by  any such
          Rightsholder  or  underwriter(s) (collectively, the "Inspectors"), all
          financial  and  other  records,   pertinent  corporate  documents  and
          properties  of  the Company (collectively,  the "Records") as shall be
          reasonably  necessary  to  enable them to exercise their due diligence
          responsibility (or  establish a  due diligence defense), and cause the
          officers,  directors  and  employees  of the  Company  to  supply  all
          information  reasonably  requested by any such Inspector in connection
          with  such  registration  statement;  provided, that records which the
          Company  determines,  in good faith, to be  confidential  and which it
          notifies the Inspectors are confidential shall not be disclosed by the
          Inspectors, unless (1) the release of such Records is ordered pursuant
          to a subpoena or other order from a court of competent jurisdiction or
          (2)  the disclosure of such Records is required by any applicable  law
          or  regulation  or  any governmental regulatory body with jurisdiction
          over  such  Rightsholder or  underwriter; provided, further, that such
          Rightsholder   or   underwriter(s)   agree that   such Rightsholder or
          underwriter(s) will, upon  learning the disclosure of such  Records is
          sought  in  a  court  of  competent  jurisdiction,  give notice to the
          Company  and allow the Company, at the Company's expense, to undertake
          appropriate   action  to  prevent  disclosure  of  the  Records deemed
          confidential;

                              (G)   cooperate   with   the   Rightsholder  whose
          Registerable  Securities  are  included in such registration statement
          and  the  managing  underwriter(s), if any,   to facilitate the timely
          preparation  and  delivery  of certificates representing  Registerable
          Securities to be sold thereunder, not bearing any restrictive legends,
          and  enable  such  Registerable Securities to be in such denominations
          and  registered  in  such  names  as such Rightsholder or any managing
          underwriter(s) may reasonably request at least two business days prior
          to any sale of Registerable Securities;

                              (H)   comply   with   all  applicable  rules   and
          regulations of the Commission and promptly make generally available to
          its security holders an earnings statement covering a period of twelve
          months  commencing, (1) in an underwritten offering, at the end of any
          fiscal  quarter   in   which   Registerable  Securities  are  sold  to
          underwriter(s), or (2) in a non-underwritten offering, with the  first
          month  of  the  Company's first  fiscal  quarter  beginning  after the
          effective  date  of

                                      -13-
<PAGE>

          such   registration  statement,  which   earnings statement  in  each
          case shall satisfy the provisions of Section 11(a) of the Securities
          Act;

                              (I)   provide  a CUSIP number for all Registerable
          Securities  not  later  than  the  effective  date of the registration
          statement  relating  to  the  first  public  offering  of Registerable
          Securities of the Company pursuant hereto;

                              (J)   enter   into   such   customary   agreements
          (including an underwriting agreement in customary form) and  take  all
          such other actions reasonably requested by the Rightsholders holding a
          majority  of the Registerable Securities included in such registration
          statement  or  the  managing  underwriter(s)  in order to expedite and
          facilitate the disposition of such Registerable Securities and in such
          connection,  whether  or not an underwriting agreement is entered into
          and whether or not the  registration  is an underwritten registration,
          (1) make such representations and warranties,  if  any, to the holders
          of such Registerable Securities and any underwriter(s) with respect to
          the  registration  statement, prospectus and documents incorporated by
          reference,  if  any,  in  form, substance and scope as are customarily
          made by  issuers  to  underwriter(s)  in  underwritten  offerings  and
          confirm the same if and when requested, (2) obtain opinions of counsel
          to the Company and updates thereof addressed to each such Rightsholder
          and  the  underwriter(s),  if  any,  with  respect to the registration
          statement, prospectus and documents incorporated by reference, if any,
          covering  the  matters customarily covered in  opinions  requested  in
          underwritten  offerings  and  such  other matters as may be reasonably
          requested by such Rightsholders and underwriter(s), (3) obtain a "cold
          comfort" letter and updates  thereof  from  the  Company's independent
          certified public accountants addressed  to  such  Rightsholders and to
          the  underwriter(s), if any, which letters shall be in  customary form
          and cover matters of the type  customarily  covered in "cold  comfort"
          letters by accountants in connection with underwritten  offerings, and
          (4) deliver  such  documents  and  certificates  as  may be reasonably
          requested by the Rightsholders holding a majority of such Registerable
          Securities and managing underwriter(s), if any, to evidence compliance
          with any customary conditions contained in  the underwriting agreement
          or  other  agreement  entered  into  by  the Company; each such action
          required by this  Paragraph 10(d)(i)(J) shall  be done at each closing
          under  such  underwriting or similar agreement or as and to the extent
          required thereunder; and

                              (K)   if requested by the holders of a majority of
          the Registerable Securities  included  in such registration statement,
          use its best efforts to cause all Registerable  Securities  which  are
          included  in  such  registration  statement  to  be listed, subject to
          notice of issuance, by the date of the first sale of such Registerable
          Securities pursuant to such registration statement, on each securities
          exchange,  if  any,  on  which  securities  similar  to the Registered
          Securities are listed.

               (ii)  Obligations  of  Rightsholders.   In  connection  with  any
     registration  of  Registerable  Securities  of  a  Rightsholder pursuant to
     Paragraph 10(b) or (c) hereof:

                                      -14-
<PAGE>

                              (A) The Company may require that each Rightsholder
          whose  Registerable  Securities  are  included  in  such  registration
          statement  furnish  to  the  Company  such  information  regarding the
          distribution of such Registerable Securities  and such Rightsholder as
          the Company may from time to time reasonably request in writing; and

                              (B)  Each Rightsholder, upon receipt of any notice
          from  the  Company of the happening of any event of the kind described
          in  clauses (2), (3), (5)  and (6) of  Paragraph  10(d)(i)(C)  hereof,
          shall  forthwith  discontinue  disposition  of Registerable Securities
          pursuant  to  the  registration  statement  covering such Registerable
          Securities  until  such  Rightsholder's  receipt  of the copies of the
          supplemented  or  amended  prospectus  contemplated  by  clause (1) of
          Paragraph 10(d)(i)(C) hereof, or until such Rightsholder is advised in
          writing  (the "Advice") by  the Company that the use of the applicable
          prospectus  may  be resumed, and until  such Rightsholder has received
          copies   of   any  additional   or  supplemental  filings  which   are
          incorporated  by  reference  in  or to be attached to or included with
          such prospectus, and, if so directed by the Company, such Rightsholder
          will  deliver  to  the  Company  (at  the  expense of the Company) all
          copies,  other  than  permanent  file copies then in the possession of
          such   Rightsholder,   of   the   current  prospectus  covering   such
          Registerable  Securities  at  the  time of receipt of such notice; the
          Company shall have the right to demand that such Rightsholder or other
          holder verify its agreement to the  provisions of this Paragraph 10(d)
          (ii)(B)  in  any Demand Request, Tag-Along Request or Holder Notice of
          the   Rightsholder  or  in  a   separate  document  executed  by   the
          Rightsholder.

          (e)   Registration  Expenses. All expenses incident to the performance
of  or  compliance  with  this  Agreement  by  the  Company,  including, without
imitation,  all  registration  and  filing  fees  of  the  Commission,  National
Association  of Securities  Dealers,  Inc. and other agencies, fees and expenses
of compliance with  securities  or  blue sky laws (including reasonable fees and
disbursements  of counsel  in  connection  with  blue  sky qualifications of the
Registerable Securities),  rating   agency fees,  printing  expenses,  messenger
and delivery expenses,  internal expenses  (including,  without limitation,  all
salaries  and  expenses  of  its  officers  and  employees   performing legal or
accounting   duties),  the  fees  and expenses  incurred in connection  with the
listing,  if any, of the Registerable  Securities on any securities exchange and
fees  and  disbursements  of  counsel   for   the   Company  and  the  Company's
independent  certified   public   accountants  (including  the  expenses  of any
special  audit or "cold  comfort" letters required  by  or  incidental  to  such
performance),   Securities  Act  or  other  liability  insurance (if the Company
elects to obtain such insurance),  the fees and expenses of any special  experts
retained by the Company in connection with  such  registration and  the fees and
expenses of any other person retained by the Company  (but  not  including   any
underwriting     discounts  or   commissions   attributable  to   the  sale   of
Registerable  Securities or other  out-of-pocket expenses of the  Rightsholders,
or  the agents who act on their  behalf,  unless reimbursement  is  specifically
approved  by the  Company)  will be borne by the Company.  All such expenses are
herein  referred to as  "Registration  Expenses." Notwithstanding the foregoing,
the Company  shall not be required to pay for any Registration  Expenses  of any
Demand  Registration  if such  Demand  Request is subsequently  withdrawn at the
request of the  holders  of a  majority  of the

                                      -15-
<PAGE>


Registerable  Securities  included  in  such  Demand Registration (in which case
all  Rightsholders  which  requested the  withdrawal of the Demand  Registration
shall bear such  expenses  pro  rata);  provided  that,  if, at the time of such
withdrawal,  such Rightsholders have learned of a material adverse change in the
condition,  business  or  prospects  of the  Company  from  that  known  to such
Rightsholders at the time of their Demand Request,  such Rightsholders shall not
be required to pay any of such expenses.  In either event, if such Rightsholders
pay  in  full  the  expenses  of  such  withdrawn  Demand   Registration,   such
Rightsholders shall retain the right to one Demand Registration.

          (f)  Indemnification: Contribution.

                    (i)   Indemnification by the Company.  The Company agrees to
     indemnify and hold harmless,  to  the  full  extent  permitted by law, each
     Rightsholder, its officers and directors and each person  who controls such
     Rightsholder  (within  the  meaning of the Securities Act), if any, and any
     agent thereof against all losses, claims, damages, liabilities and expenses
     incurred by such party pursuant  to  any actual or threatened suit, action,
     proceeding  or  investigation  (including  reasonable  attorney's fees  and
     expenses of investigation)  arising  out  of  or  based  upon any untrue or
     alleged untrue statement of a material fact contained  in  any registration
     statement, prospectus or preliminary prospectus or any omission  or alleged
     omission to state therein a material fact required to be stated  therein or
     necessary to make the  statements  therein (in the case of a prospectus, in
     the light of the circumstances under  which they were made) not misleading,
     except insofar as the same arise out of or are  based upon, any such untrue
     statement  or  omission  based  upon   information  with  respect  to  such
     Rightsholder  furnished  in  writing  to  the  Company by such Rightsholder
     expressly for use therein.

                    (ii)  Indemnification by  Rightsholder.  In  connection with
     any registration statement in which  a  Rightsholder is participating, each
     such Rightsholder  will  be  required  to furnish to the Company in writing
     such  information  with  respect  to  such  Rightsholder  as  the   Company
     reasonably  requests for  use  in  connection  with  any  such registration
     statement or  prospectus, and  each Rightsholder agrees to the extent it is
     such a holder of Registerable  Securities  included  in  such  registration
     statement, and each  other such  holder of Registerable Securities included
     in such Registration Statement  will  be  required  to agree, to indemnify,
     to  the  full extent permitted by  law,  the  Company,  the  directors  and
     officers of  the  Company  and each person who controls the Company (within
     the meaning of the Securities  Act)  and  any  agent  thereof,  against any
     losses, claims,  damages,  liabilities  and  expenses (including reasonable
     attorney's  fees  and  expenses  of  investigation  incurred  by such party
     pursuant  to  any  actual  or  threatened   suit,  action,  proceeding   or
     investigation  arising  out  of  or based upon any untrue or alleged untrue
     statement of a material  fact  or  any  omission  or  alleged omission of a
     material fact necessary,  to make  the statements therein (in the case of a
     prospectus, in  the  light  of the circumstances under which they are made)
     not  misleading, to  the  extent,  but only to the extent, that such untrue
     statement  or  omission  is   based  upon  information  relating  to   such
     Rightsholder or other holder  furnished in writing to the Company expressly
     for use therein.

                                      -16-
<PAGE>

                    (iii)     Conduct  of Indemnification  Proceedings. Promptly
     after receipt by an indemnified party under this Paragraph 10(f) of written
     notice of the commencement of any action, proceeding, suit or investigation
     or threat thereof made  in writing for which  such  indemnified  party  may
     claim  indemnification  or  contribution  pursuant to this Agreement,  such
     indemnified party  shall  notify  in writing the indemnifying party of such
     commencement or threat; but the omission  so  to  notify  the  indemnifying
     party shall not relieve the indemnifying party from any liability which the
     indemnifying party may have to any indemnified party (A) hereunder,  unless
     the  indemnifying  party  is  actually prejudiced thereby, or (B) otherwise
     than  under  this  Paragraph  10(f).  In  case  any  such  action,  suit or
     proceeding  shall  be  brought  against  any  indemnified  party,  and  the
     indemnified party shall notify  the  indemnifying party of the commencement
     thereof, the indemnifying party shall  be  entitled  to participate therein
     and the indemnifying party shall assume the defense thereof,  with  counsel
     reasonably satisfactory to the indemnified party, and the obligation to pay
     all expenses relating thereto.  The indemnified party shall have the  right
     to employ separate counsel  in  any  such action, suit or proceeding and to
     participate  in  the  defense  thereof,  but  the fees and expenses of such
     counsel shall be at the expense of such indemnified  party  unless  (A) the
     indemnifying  party  has  agreed  to  pay  such  fees and expenses, (B) the
     indemnifying party shall have failed to assume the defense of such  action,
     suit or proceeding  or  to  employ  counsel  reasonably satisfactory to the
     indemnified party therein or to pay all expenses  relating  thereto  or (C)
     the named parties to any such action or proceeding (including any impleaded
     parties) include both the indemnified party and the indemnifying  party and
     the  indemnified party shall have been advised by counsel that there may be
     one  or  more  legal  defenses available to the indemnified party which are
     different  from  or additional to those available to the indemnifying party
     and  which may result in a conflict between the indemnifying party and such
     indemnified party  (in  which  case,  if the indemnified party notifies the
     indemnifying  party  in writing that the indemnified party elects to employ
     separate counsel at the expense of the indemnifying party, the indemnifying
     party  shall  not  have  the  right to assume the defense of such action or
     proceeding  on  behalf  of  the  indemnified  party;  it  being understood,
     however, that the  indemnifying party  shall  not,  in  connection with any
     one such action, suit  or  proceeding or separate but substantially similar
     or related actions, suits or proceedings  in  the same jurisdiction arising
     out of the  same  general  allegations  or circumstances, be liable for the
     fees and expenses of more than one separate  firm of attorneys  at any time
     for the indemnified party, which firm shall be designated in writing by the
     indemnified party).

                    (iv)  Contribution.   If the indemnification provided for in
     this Paragraph 10(f) from  the indemnifying  party  is  unavailable  to  an
     indemnified party hereunder  in  respect  of  any  losses, claims, damages,
     liabilities or  expenses  referred to therein, then the indemnifying party,
     in lieu  of  indemnifying  such  indemnified party, shall contribute to the
     amount  paid  or  payable  by  such  indemnified  party as a result of such
     losses, claims, damages, liabilities or expenses (A) in such  proportion as
     is  appropriate   to  reflect  the   relative  benefits  received  by   the
     indemnifying party  on  the one hand and the indemnified party on the other
     or (B) if the allocation  provided  by clause (A) above is not permitted by
     applicable  law,  in  such proportion as is appropriate to reflect not only
     the  relative  benefits  received by the indemnifying party on the one hand
     and the indemnified party on the other but also the

                                      -17-
<PAGE>

     relative  fault of the indemnifying party and indemnified party, as well as
     any  other  relevant  equitable considerations.  The relative fault of such
     indemnifying  party  and  the  indemnified  parties  shall be determined by
     reference to, among other things, whether any action in question, including
     any  untrue  or  alleged untrue statement of a material fact or omission or
     alleged omission to state a material fact, has been made by, or  relates to
     information  supplied  by,  such indemnifying party or indemnified parties,
     and  the  parties' relative  intent,  knowledge,  access to information and
     opportunity to correct or prevent such action.  The  amount paid or payable
     by  a  party  as  a  result of the losses, claims, damages. liabilities and
     expenses  referred  to  above  shall  be  deemed to include, subject to the
     limitation  set  forth  in  Paragraph  10(f)(v), any legal or other fees or
     expenses  reasonably  incurred  by  such  party  in  connection  with   any
     investigation or proceeding.

                    The   parties   hereto  agree  that it would not be just and
     equitable  if  contribution  pursuant  to  this  Paragraph  10(f)(iv)  were
     determined by  pro  rata  allocation  or  by any other method of allocation
     which does not  take  into  account  the  equitable considerations referred
     to  in  clauses (A) and (B) of  the  immediately  preceding  paragraph.  No
     person  guilty  of  fraudulent  misrepresentation  (within  the  meaning of
     Section 11(f) of the Securities Act) shall be entitled to contribution from
     any person who was not guilty of such fraudulent misrepresentation.

                    (v)  Limitation.  Anything to the contrary contained in this
     Paragraph  10(f)  or  in  Paragraph  10(g)  notwithstanding,  no  holder of
     Registerable   Securities   shall   be   liable  for  indemnification   and
     contribution payments aggregating an amount in excess of the maximum amount
     received  by  such  holder  in  connection  with  any  sale of Registerable
     Securities as contemplated herein.

          (g)   Participation in Underwritten Registration.  No Rightsholder may
participate  in any underwritten registration hereunder unless such Rightsholder
(i) agrees to  sell  such  holder's  securities  on  the  basis  provided in any
underwriting arrangements approved by the persons entitled hereunder  to approve
such arrangements and to  comply  with  Rules 10b-6 and 10b-7 under the Exchange
Act and (ii) completes and executes all  questionnaires, appropriate and limited
powers of attorney, escrow agreements, indemnities, underwriting  agreements and
other  documents  reasonably  required  under  the  terms  of  such underwriting
arrangement;  provided,  that  all  such  documents shall be consistent with the
provisions of Paragraph 10(e) hereof.

11.  MISCELLANEOUS.

          This Warrant Certificate and any term hereof may be  changed,  waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.  This  certificate  is deemed to have been delivered in the State of New
York and shall be construed and enforced in accordance  with and governed by the
laws of such State. The headings in this Warrant Certificate are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.

                                      -18-
<PAGE>


12.  EXPIRATION.

               Unless as hereinafter provided, the right to exercise these
Warrants shall expire at the Expiration Time.


Dated: January 8, 2000

                                                         VIZACOM INC.


                                        By:          /s/ Mark E. Leininger
                                                   Mark E. Leininger, President
ATTEST:


        /s/ Marc E. Jaffe
    Marc E. Jaffe, Secretary




                                 -19-
<PAGE>

                                  EXERCISE FORM



                                                   Dated:                 ,
                                                          ----------------  ----

TO: VIZACOM INC.:

          The  undersigned  hereby  irrevocably  elects  to  exercise the within
Warrant, to the extent of purchasing _________________ shares  of  Common Stock,
and hereby makes payment of ____________ in payment of the actual Exercise Price
thereof.

                              -------------------



                     INSTRUCTIONS FOR REGISTRATION OF STOCK

             Name:
                   -------------------------------------------------------------
                              (Please type or print in block letters)
         Taxpayer
   Identification
           Number:
                   -------------------------------------------------------------

          Address:
                   -------------------------------------------------------------

                   -------------------------------------------------------------

                   -------------------------------------------------------------




                         --------------------------



        Signature:
                   -------------------------------------------------------------
                   (Signature must conform in all respects to the name of the
                      Warrantholder as set forth on the face of this Warrant
                                        Certificate.)

                                      -20-
<PAGE>

                                 ASSIGNMENT FORM


               FOR VALUE RECEIVED,
                                   ---------------------------------------------
                                      (Please type or print in block letters)
hereby sells, assigns and transfers unto:

              Name:
                      ----------------------------------------------------------
                             (Please type or print in block letters)
           Taxpayer
     Identification
             Number:
                      ----------------------------------------------------------

              Address:
                      ----------------------------------------------------------

                      ----------------------------------------------------------

                      ----------------------------------------------------------


this   Warrant   Certificate  and  the  Warrants  represented  by  this  Warrant
Certificate   to   the   extent   of ________________ Warrants   and does hereby
irrevocably  constitute and appoint __________________________ Attorney-in-Fact,
to transfer the same on the books of the Company with full power of substitution
in the premises.

               Dated:
                      ----------------------



           Signature:
                      ----------------------------------------------------------
                       (Signature must conform in all respects to the name of
                         the Warrantholder as set forth on the face of this
                                        Warrant Certificate.)

                                      -21-