FORM OF
                                 PROMISSORY NOTE

$196,747.31                                                  Teaneck, New Jersey
                                                                January __, 2001

     FOR  VALUE  RECEIVED,  the  undersigned,  PWR  Systems,  Inc.,  a  Delaware
corporation ("Maker"), does hereby promise to pay to the order of_______________
___________________ ("Payee"), with an address at _____________________________,
or at such other place as the Payee or any holder hereof may from time to
time designate, the principal sum of One Hundred Ninety-six Thousand Seven
Hundred Forty-seven Dollars and Thirty-one Cents ($196,747.31) in lawful money
of the United States and immediately available funds, together with interest
accruing from the date hereof on the unpaid balance of said principal amount
from time to time outstanding at the rate of 6.30%, in twelve equal installments
of principal plus interest of $16,950.53 on the 27th day of the twelve
consecutive months beginning January 27, 2001 with the final installment on
December 27, 2001. Interest shall be calculated on the basis of the actual
number of days elapsed in a 360 day year of twelve 30-day months. This Note is
made pursuant to Section 4.1.2 of a certain Agreement and Plan of Merger (the
"Merger Agreement") dated as of February 28, 2000, as amended as of the date
hereof, among Maker, Payee and others.

1.   Events of Default
     -----------------

     Upon the occurrence of any of the following  events (each, an "Event of
Default" and collectively, the "Events of Default"):

          (a) failure by Maker to pay the  principal  or interest of the Note or
any installment  thereof  within ten  business  days after such payment is due,
whether on the date fixed for payment or by acceleration or otherwise; or

          (b) a final  judgment  for the  payment  of money in excess of $75,000
shall be rendered against Maker, and such judgment shall remain undischarged for
a period of sixty days from the date of entry thereof  unless within such sixty
day period such  judgment shall be stayed, and appeal taken  therefrom and the
execution thereon stayed during such appeal; or

          (c) if Maker shall default in respect of any evidence of  indebtedness
or under any agreement under which any notes or other evidence of indebtedness
of Maker are issued,  if the effect thereof is to cause, or permit the holder or
holders thereof to cause, such obligation or obligations in an amount in excess
of $75,000 in the aggregate to become due prior to its or their stated  maturity
or to permit the acceleration thereof; or

          (d) if Maker or any other authorized person or entity shall take any
action to effect a dissolution, liquidation or winding up of Maker; or

          (e) if Maker  shall  make a  general  assignment  for the  benefit of
creditors or consent to the appointment of a receiver, liquidator,
custodian, or similar official of all or

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substantially  all of its  properties,  or any such  official  is placed in
control of such properties, or Maker admits in writing its inability to pay its
debts as they mature, or Maker shall commence any action or proceeding or take
advantage of or file under any federal or state insolvency statute, including,
without limitation, the United States Bankruptcy Code or any political
subdivision thereof, seeking to have an order for relief entered with respect to
it or seeking adjudication as a bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, liquidation, dissolution,
administration, a voluntary arrangement, or other relief with respect to it or
its debts; or

          (f) there shall be commenced against Maker any action or proceeding of
the nature  referred to in paragraph (e) above or seeking  issuance of a warrant
of  attachment,  execution, distraint, or similar process  against all or any
substantial  part of the property  of Maker,  which  results in the entry of an
order for relief which remains  undismissed,  undischarged  or unbonded  for a
period of sixty (60) days;

          (g) any default  under any of (i) the  Guaranty  of this Note of even
date between Vizacom Inc., a Delaware  corporation  ("VIZ"), and Payee; (ii) the
Promissory Note (the "PN2") of even  date by Maker  made to the other  Seller
Stockholder ("SS");(iii)  the  Guaranty of the PN2 of even date between VIZ and
SS; (iv) the Convertible Promissory Note (the "CPN") of even date made by VIZ to
Payee; (v) the Guaranty of the CPN of even date between  Maker and Payee;  (vi)
the Convertible Promissory Note (the "CPN2") of even date made by VIZ to SS; and
(vii) the Guaranty of the CPN2 of even date between Maker and SS; or

          (h) any  material  default by VIZ of the first or second sentence of
Section 3(a) or any material  default of the  provisions set forth in of Section
3(b) of the Executive Employment Agreement of even date between VIZ and Payee.

then, in addition to all rights and remedies of Payee under applicable law or
otherwise, all such rights and remedies being cumulative, not exclusive and
enforceable alternatively, successively and concurrently, at his option, Payee
may declare all amounts owing under this Note, to be due and payable, whereupon
the then unpaid balance hereof together with all interest accrued thereon, shall
forthwith become due and payable, together with default interest accruing
thereafter at 6.30% plus three percent (3%) until the indebtedness evidenced by
this Note is paid in full, plus all costs and expenses of collection or
enforcement hereof, including, but not limited to, attorneys' fees and expenses.

2.    Prepayment.
      ----------

          (a) Maker may prepay,  at any time,  the unpaid  principal  balance of
this Note or any portion  thereof,  together with all accrued and unpaid
interest on the amount so  prepaid.  Amounts so  prepaid  shall be applied
first to Maker's obligations under this Note in respect of interest, and second,
to principal.

          (b) Maker  shall  prepay  the entire  principal  balance of this Note,
together with

<PAGE>

all accrued and unpaid  interest on the amount so prepaid,  upon receiving
gross proceeds of $15,000,000  or more in the aggregate  commencing on
November 12, 1999.

3.   Offset.  The obligation of Maker to make payments  pursuant to this Note
is subject to  Vizacom's  right of offset set forth in Section 9.3 of the Merger
Agreement.

4.   Miscellaneous.
     -------------

          (a)  Maker  (i)  waives   diligence,   notice  of  dishonor,   demand,
presentment, protest, notice of protest and notice of any kind, (ii) agrees that
it will not be necessary for any holder hereof to first institute suit in order
to enforce payment of this Note and (iii) consents to any one or more extensions
or postponements of time of payment, release, surrender or substitution of
collateral security or forbearance or other indulgence, without notice or
consent.

          (b) All  payments  to be made to Payee  under  this Note shall be made
into such  account or  accounts  as the Payee may from time to time  specify for
that purpose.

          (c) The  provisions  of this  Note  may not be  changed,  modified  or
terminated orally, but only by an agreement in writing signed by the party to be
charged, nor shall any waiver be applicable except in the specific instance for
which it is given.

          (d)  This Note may not be assigned without the prior written consent
of the Maker.

          (e) The execution and delivery of this Note has been authorized by the
Board of Directors of Maker.

          (f) This Note shall be governed by and  construed,  and all rights and
obligations hereunder and thereunder determined, in accordance with the laws of
the State of New York without regard to the conflicts of laws principles thereof
and shall be binding upon the successors and assigns of Maker and inure to the
benefit of the Payee, its successors, endorsees and assigns.

          (g) If any term or  provision  of this  Note  shall  be held  invalid,
illegal or unenforceable, the validity of all other terms and provisions shall
in no way be affected thereby.

          (h) No delay or failure on the part of Payee to exercise  any power or
right shall operate as a waiver thereof, and such rights and powers shall be
deemed continuous, nor shall a partial exercise preclude full exercise thereof,
and no right or remedy of Payee shall be deemed abridged or modified by any
course of conduct, and no waiver thereof shall be predicated thereon, nor shall
failure to exercise any such power or right subject Payee to any liability.

          (i) Upon receipt by Maker of evidence and adequate  indemnification by
Payee reasonably  satisfactory  to it  of  the  loss,  theft,  destruction,  or
mutilation of this Note,  and upon

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surrender and cancellation of this Note, if mutilated,  Maker will make and
deliver a new Note of like tenor, in lieu thereof.

          (j)  Whenever  used  herein,  the terms  "Maker" and "Payee"  shall be
deemed to include their respective successors and assigns.

          (k) This Note  supercedes  any prior note issued to Payee  pursuant to
Section 4.1.2 of the Merger Agreement.


                                        PWR SYSTEMS, INC.


                                        By:
                                           -------------------------------
                                           Name:
                                           Title