Warrant

Warrant Certificate

by Vizacom Inc
February 22nd, 2000
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 FEBRUARY 16, 2007

                                  VIZACOM INC.
                               WARRANT CERTIFICATE

                     250,000 Common Stock Purchase Warrants

                                                             Teaneck, New Jersey
Warrant Certificate No. CC-1                                   February 17, 2000

          THIS IS TO CERTIFY THAT, for value received,  Churchill  Consulting 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 February 17, 2007
(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."



          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-


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-


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-


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  or a  Vice  President  and by 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-


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.

          (j) Default Under Line of Credit Note.  Notwithstanding  any provision
to the contrary contained in this Warrant Certificate, upon the occurrence of an
Event of Default under clause (a) of Section 1 of the Line of Credit Note of the
Company,  dated  January 8, 2000,  payable to  Churchill  Consulting  and in the
principal  amount of  $1,000,000.00,  the Purchase Price then in effect shall be
reduced by fifty percent  (50%).  In the event such  occurrence of said Event of
Default

                                      -6-


shall  then  continue  for  60  consecutive  days,  the  Purchase  Price then in
effect on such 60th day shall be reduced by fifty percent  (50%).  No adjustment
shall be made under this Paragraph 3(j) to the number of Warrant Shares issuable
upon exercise of a Warrant.

     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.

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

                                      -7-


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.

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

                                      -8-


     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.

               (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)  Delay   in   Effecting  Demand   Registration.   For   the
     purposes of this Paragraph  10(b), in the event that the Company shall fail
     to  file  with  the  Securities  and  Exchange  Commission  a  registration
     statement  which the  Company  believes  in good  faith  complies  with the
     requirements  of the form of  registration  statement  in order to effect a
     Demand  Registration on or prior to the earlier of (A) seven days after the
     date on which the  Company  files its Annual  Report on Form 10-KSB for the
     year ended December 31, 1999 or (B) April 17, 2000, then, in such an event,
     the number of Warrant  Shares  issuable upon exercise of each warrant shall
     be  increased  by ten  percent  (10%) for each and every full week in which
     such failure to file such registration statement shall continue.

                                      -9-


               (v)  Approval  of   Underwriter   by  the  Company and  Placement
     Agent. 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 July 1, 2000 and on or prior
     to two years from 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 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
     30 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  twenty  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).

                                      -10-


               (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 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

                                      -11-



          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  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

                                      -12-


          (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
          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;

                                      -13-


                    (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  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

                                      -14-


          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:

                    (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,

                                      -15-


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 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

                                      -16-


     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.

               (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

                                      -17-


     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 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

                                      -18-


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.

12.  Expiration.

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


Dated:  February 15, 2000

                                                      VIZACOM INC.


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



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

                                      -19-




                                  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-




                                 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-