CONSULTING AGREEMENT

          This Consulting Agreement (the "Agreement"),  is made and entered into
as of the 8th day of January, 2000, between Vizacom Inc., a Delaware corporation
(the "Company"),  Arel AMG, Inc., a Delaware  corporation (the "Consultant") and
Schlomo Lazar ("Mr. Lazar").

          In  consideration  of  and  for  the  mutual  promises  and  covenants
contained herein, and for other good and valuable consideration,  the receipt of
which is hereby acknowledged, the parties agree as follows:

          WHEREAS, Mr. Lazar, a principal of the Consultant, has demonstrated an
ability  to  provide  to  the  Company  certain  valuable  strategic  and  other
consulting services; and

          WHEREAS,  the  Company  and the  Consultant  wish that the  Consultant
provide  such  services to the Company  over a fixed term and for the Company to
compensate the Consultant therefor;

          NOW, THEREFORE,  in consideration of the above premises and the mutual
covenants  hereinafter set forth, and for good and valuable  consideration,  the
receipt and adequacy of which are hereby acknowledged, the parties hereto hereby
agree as follows:

          1. Term.  Subject to earlier  termination  on the terms and conditions
hereinafter  provided,  and further subject to certain  provisions  hereof which
survive the term hereof and to Section 6 below, the term of this Agreement shall
be  comprised of a three (3) year period  commencing  as of the date hereof (the
"Term").

          2.  Duties  of  Consultant.  During  the term of this  Agreement,  the
Consultant  shall cause Mr. Lazar to provide,  and Mr. Lazar shall provide,  the
Company  with such  consulting  advice as the  Company  may  reasonably  request
regarding  strategic  positioning,  capital structure,  financings,  mergers and
acquisitions,  marketing,  operational  matters,  and such other  matters as the
Company may determine.  In  performance of these duties,  the Consultant and Mr.
Lazar shall  provide the Company  with the  benefits of their best  judgment and
efforts.

          3.   No Limitation to Consultant's Outside Activities.  The Company
acknowledges  that the Consultant and/or its affiliates and Mr. Lazar are in the
business of providing  services and consulting advise (of all types contemplated
by this  Agreement) to others.  Nothing herein  contained  shall be construed to
limit or restrict the Consultant or Mr. Lazar from conducting such business with
respect to others,  or in  rendering  such  advise to others for so long as such
advisory  services do not in any way conflict with activities,  business or best
interests of the Company.

          4.  Indemnification.  Neither  the  Consultant  or Mr.  Lazar shall be
subject to  liability  to the  Company or to any  officer,  director,  employee,
shareholder or creditor of the Company, for any act or omission in the course of
or connected with the rendering or providing


<PAGE>

advice  hereunder  other  than  for  its gross negligence or wilful  misconduct.
The Company agrees to defend, indemnify and hold harmless the Consultant and Mr.
Lazar from and  against any and all costs,  expenses  and  liability  (including
attorney's  fees paid in the defense of the  Consultant  and/or Mr. Lazar) which
may in any way result from services rendered by the Consultant pursuant to or in
any connection  with this Agreement  other than any such  liabilities  resulting
from the Consultant's and/or Mr. Lazar's gross negligence or wilful misconduct.

          5. Expenses. The Company shall reimburse the Consultant and Mr. Lazar,
for  any and all  reasonable  out-of-pocket  expenses  incurred  by such  party,
including hotel, food and associated expenses,  all charges for travel and other
expenses spent directly on the Company's  behalf;  provided,  that the Company's
prior written consent shall be required for expenses in excess of $500.00.

          6. Consideration.  In consideration for the services to be rendered to
the Company by the Consultant, the Company hereby agrees to grant the Consultant
as a consulting  fee, the  following  warrants to purchase up to an aggregate of
650,000  shares of the Company's  common  stock,  par value $.001 per share (the
"Common Stock"), for a three-year period, each at an exercise price of $3.00 per
share:

               (a)  A  warrant  to  purchase  100,000  shares  of  Common  Stock
immediately exercisable as of the date hereof (the "Initial Warrant");

               (b)  A warrant to purchase 70,000 shares of Common Stock which is
exercisable  upon the closing of an  acquisition  by the Company or an affiliate
thereof,  of a target company based in Europe that was introduced to the Company
by Mr. Lazar (the "First Acquisition Warrant");

               (c) A warrant to purchase  90,000 shares of which are exercisable
upon the closing of an  additional  acquisition  by the Company or an  affiliate
thereof,  of a target company based in Europe that was introduced to the Company
by Mr. Lazar (the "Second Acquisition Warrant");

               (d) A  warrant to purchase 40,000 shares of which are exercisable
upon the closing of a further  additional  acquisition   by  the  Company  or an
affiliate thereof,  of a target company based in Europe that was  introduced  to
the Company by Mr. Lazar (the "Third Acquisition Warrant");

               (e)  A  warrant  to  purchase   50,000  shares  of  Common  Stock
exercisable upon the closing of a private placement by the Company of its Common
Stock whereby the Company raises at least $1 million from  investors  introduced
to the Company by Mr. Lazar (the "1M Private Placement Warrant");

               (f)  A  warrant  to  purchase  150,000  shares  of  Common  Stock
exercisable upon the closing of a private placement by the Company of its Common
Stock whereby the Company

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<PAGE>

raises  at  least  $20   million   and at least a  majority  of such  capital is
raised  by  investors  introduced  to the  Company  by  Mr.  Lazar  (the  "Lazar
Investors"),  in proportion to the  percentage of such funds are provided by the
Lazar Investors (the "20 m Private Placement Warrant"); and

          (g) Subject to clause (h) below, a warrant to purchase  150,000 shares
of the Common Stock , which is exercisable immediately (the "Escrow Warrant").

          (h) The  Escrow  Warrant  granted  by the  Company  to the  Consultant
hereunder  shall be held in excrow by Kaufman & Moomjian,  LLC, or any successor
firm, pursuant to the escrow agreement,  the form of which is attached hereto as
Exhibit A, which shall  provide that the Escrow  Warrant  shall be released from
Escrow to Mr. Lazar upon the receipt by the escrow agent  thereunder  of written
instructions  from both the Company and either the  Consultant  or Mr.  Lazar to
release such warrants.

     7.  Severability.  Every  provision  of this  Agreement  is  intended to be
severable. If any term or provision hereof is deemed unlawful or invalid for any
reason whatsoever, such unlawfulness or invalidity shall not affect the validity
of the remainder of this Agreement.

     8. Notices. Any notice hereunder shall be in writing and shall be effective
when delivered in person, by nationally recognized overnight courier service, by
facsimile transmission electronically confirmed during normal business hours, or
mailed by certified mail,  postage  prepaid,  return receipt  requested,  to the
appropriate party or parties, at the following addresses:  if to the consultant,
to Arel AMG, Inc., to 531 Edward  Avenue,  Woodmere,  New York 11598;  if to the
Company,  to Vizacom Inc.,  Glenpointe Center East, 300 Frank W. Burr Boulevard,
Box 18, 7th Floor,  Teaneck,  NJ 07666,  Attn:  Mark E. Leininger (Fax No. (201)
928-1003);  with a copy  to  Kaufman  &  Moomjian,  LLC,  50  Charles  Lindbergh
Boulevard,  Mitchel Field, New York 11553, Attn: Neil M. Kaufman,  Esq. (Fax No.
(516)  222-5110);  if to Mr. Lazar,  to 531 Edward  Avenue,  Woodmere,  New York
11598,  (Fax No. ) or, in each case,  to such other  address as the  parties may
hereinafter designate by like notice.

     9. Parties. This Agreement will inure to the benefit of and be binding upon
the parties hereto and their respective  successors and assigns.  This Agreement
is  intended  to be, and is for the sole and  exclusive  benefit of the  parties
hereto, and their respective  successors and assigns,  and for the benefit of no
other person, and no other person will have any legal or equitable right, remedy
or claim under, or in respect of this Agreement.  This Agreement and the rights,
duties,  payments or  obligations  hereunder may not be assigned by either party
(except by  operation of law) and shall be binding upon and inure to the benefit
of  the   parties   and  their   respective   successors,   assigns   and  legal
representatives.

     10. Amendment and/or Modification.  Neither this Agreement, nor any term or
provision  hereof,  may be changed,  waived,  discharged,  amended,  modified or
terminated  orally,  or in any  manner  other than by an  instrument  in writing
signed by each of the parties hereto.

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<PAGE>

     11. Further  Assurances.  Each party to this Agreement will perform any and
all acts and execute any and all  documents as may be necessary and proper under
the  circumstances  in order to  accomplish  the  intents  and  purposes of this
Agreement and to carry out its provisions.

     12.  Validity.  In case any term of this  Agreement  will be held  invalid,
illegal or unenforceable,  in whole or in part, the validity of any of the other
terms of this Agreement will not in any way be affected thereby.

     13. Waiver of Breach. The failure of any party hereto to insist upon strict
performance  of any of the  covenants and  agreements  herein  contained,  or to
exercise any option or right herein conferred in any one or more instances, will
not be construed to be a waiver or  relinquishment  of any such option or right,
or of any other covenants or agreements, and the same will be and remain in full
force and effect.

     14. Entire  Agreement.  This  Agreement  contains the entire  agreement and
understanding  of the parties with  respect to the subject  matter  hereof,  and
there are no  representations,  inducements,  promises  or  agreements,  oral or
otherwise,  not  embodied  in this  Agreement.  Any and all  prior  discussions,
negotiations,  commitments and  understanding  relating to the subject matter of
these agreements are hereby superseded.

     15.  Counterparts.  This Agreement may be executed in counterparts and each
of such counterparts will for all purposes be deemed to be an original, and such
counterparts will together constitute one and the same instrument.

     16. Law.  This  Agreement  shall be governed by,  construed and enforced in
accordance  with the laws of the State of New York,  without regard to conflicts
of laws.

     17.  Representations,  Warranties  and Covenants to Survive  Delivery.  The
respective representations,  indemnities,  agreements, covenants, warranties and
other  statements  of the  Company and the  Consultant  set forth  herein  shall
survive execution of this Agreement.

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          IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  and
delivered this agreement as of the date first above written.


                                   VIZACOM INC.


                                   By: /s/ Mark E. Leininger
                                       Mark E. Leininger
                                       President and Chief Executive Officer



                                      /s/ Schlomo Lazar
                                      Schlomo Lazar


                                             AREL AMG, INC.


                                   By: /s/ Schlomo Lazar
                                       Name: Schlomo Lazar
                                       Title: President

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