VIZACOM INC
EXHIBIT 10.7
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>ex10-7011228.txt
<DESCRIPTION>EXHIBIT 10.7
<TEXT>
                                                                    Exhibit 10.7

                    SETTLEMENT AND GENERAL RELEASE AGREEMENT



                  THIS SETTLEMENT AND GENERAL RELEASE AGREEMENT (the
"Agreement")  is  made  and  entered  into as of the 20th day of November,  2001
by and between Andrew Edwards  ("AE"),  an individual  residing at 355 South End
Avenue,  Apartment  23F,  New York,  New York 10280,  Vizacom  Inc.,  a Delaware
corporation  (the  "Company")  and  Renaissance  Multimedia,  Inc.,  a  Delaware
Corporation ("Renaissance" and together with AE and the Company, the "Parties").
The Parties  acknowledge  that the terms and  conditions of this  Agreement have
been voluntarily agreed to and that such terms are final and binding.

                  WHEREAS,  AE  has  been  employed  as  a Vice President of the
Company and as President of Renaissance;

                  WHEREAS, the  Company desires to accept AE's resignation as an
employee and officer of the Company and Renaissance; and

                  WHEREAS, the Parties now desire to settle fully and finally
claims  AE  may  have  against  the Company and Renaissance and that the Company
and Renaissance may have against AE, including,  but not limited to, any matters
arising  out  of his  employment  with  the  Company  and  Renaissance  and  his
separation therefrom.

                  NOW, THEREFORE,  in  consideration of  the premises and mutual
promises herein contained, it is agreed as follows:

                  1.     Non-Admission of Liability or Wrongdoing.
                         ----------------------------------------

                         This  Agreement  shall  not  be construed in any way as
an  admission  by  the  Parties  that either of them has acted  wrongfully  with
respect to the other or any other  person or that any one of them has any rights
whatsoever against the other.

                  2.     Resignation.
                         -----------

                         AE  hereby  resigns  as  an officer and employee of the
Company and Renaissance.  AE agrees to return to the Company and Renaissance all
assets, equipment or other  items  which  in  the possession of AE and which are
owned by the Company not later than the date hereof.

                  3.     Consideration to AE.
                         -------------------

                         (a)   The Company shall pay to AE his unpaid reasonable
expenses  incurred  in  the  normal  course  of the fulfillment of his duties as
an  officer  of  the  Company  and  Renaissance  upon  submission  of  customary
documentation relating thereto, including the $3,079.67 incurred by AE on behalf
of Renaissance on a credit card for which he is personally liable.


                         (b)   The Company shall issue to AE the promissory Note
in the form attached as Exhibit A hereto.

<PAGE>


                         (c)   The  Company  shall  issue  to  AE  40,000 shares
(the "Shares")  of  common stock,  par  value  $.001  per share, of the Company,
constituting payment in full of any and all amounts which are or may be due from
the Company to AE for any and all accrued and unpaid vacation, sick and personal
days or other employee benefits,  as well as severance.  In connection with such
issuance,   AE  shall   execute  and  deliver  to  the  Company  an   investment
representation  letter dated the date hereof in the form of Exhibit B hereto and
a Lock-Up  Agreement in the form of Exhibit C hereto.  The Company shall deliver
to AE certificates evidencing the ownership of such Shares no later than 20 days
after  the date  hereof.  The  Company  and AE shall  execute  and  deliver  the
Registration Rights Agreement in the form of Exhibit D hereto.

                         (d)   The  Company shall pay to AE within five (5) days
of  the  date  hereof all salary payable to AE that has been accrued through the
date hereof.

                         (e)   The Company shall continue to make  all  payments
with   respect   to  health  insurance  for  AE's  benefit   comparable  to that
coverage made available to the Company's  executive  officers  through  February
2002.  Thereafter,  the Company will provide  COBRA  benefits to AE at AE's sole
cost and expense.

                  4.     Complete Release.
                         ----------------

                         (a)   As  a material  inducement  to  the  Company  and
Renaissance  to  enter  into  this   Agreement,  AE hereby waives,  releases and
discharges  the  Company  and  Renaissance  their  subsidiaries  and  respective
officers, directors,  stockholders,  employees, agents, attorneys, subsidiaries,
servants,  successors,  insurers,  affiliates and their  successors and assigns,
from any and all manner of action, claims, liens, demands,  liabilities,  causes
of action, charges, complaints,  suits (judicial,  administrative or otherwise),
damages,  debts,  obligations of any nature, past or present,  known or unknown,
whether  in law or in  equity,  whether  founded  upon  contract  (expressed  or
implied),  tort  (including,  but  not  limited  to,  defamation),   statute  or
regulation  (State,  Federal  or local),  common law and/or any other  theory or
basis,  from the beginning of the world to the date hereof,  including,  but not
limited to, any claim that AE has asserted,  now asserts or could have asserted,
but not  including  any  claim  for the  enforcement  of  this  Agreement.  This
includes,  but is not limited to, claims arising under  Federal,  State or local
laws prohibiting employment or other discrimination or claims growing out of any
legal restrictions on the Company's rights to terminate its employees, including
without  limitation  any claim arising under Title VII of the United States Code
or under any age or gender  discrimination  law.  Nothing in this  Section  4(a)
limits,  waives,  releases  or  impairs  any  obligation  which the  Company  or
Renaissance   may  have  to  indemnify  AE  pursuant  to  the   certificate   of
incorporation or bylaws thereof.

                         (b)   As a material inducement to AE to enter into this
Agreement,   the   Company,   Renaissance   and   their   subsidiaries    hereby
irrevocably and unconditionally  waive, release and discharge AE, his agents and
attorneys,  successors and assigns,  from any and all manner of action,  claims,
liens,  demands,  liabilities,  causes of  action,  charges,  complaints,  suits
(judicial,  administrative  or otherwise),  damages,  debts,  obligations of any
nature, past or present, known or unknown,  whether in law or in equity, whether
founded upon contract (expressed or implied),  tort (including,  but not limited
to,  defamation),  statute or regulation (State,  Federal or local),  common law
and/or any other  theory or basis,  from the  beginning of the world to the date
hereof, including, but not

                                       2
<PAGE>

limited  to,  any  claim  that  the Company or  Renaissance  has  asserted,  now
asserts  or could  have  asserted,  but not  including  any (i)  claims  for the
enforcement  of  this  Agreement  and  (ii)  action,   claims,  liens,  demands,
liabilities,   causes  of  action,   charges,   complaints,   suits   (judicial,
administrative  or  otherwise),  damages,  debts,  demands or obligations of any
other  nature  which  directly  arise out of or directly  relate to any material
willful misconduct,  gross negligence or fraud committed by AE, or any violation
by AE of Section 13(d) or 16 of the Securities Exchange Act of 1934, as amended,
unless such actions were taken in good faith with a reasonable  belief that such
actions were in the best  interests of the Company.  As of the date hereof,  the
Company  and  Renaissance  represent  that  they are not  aware of any  material
willful misconduct, gross negligence or fraud on the part of AE.

                         (c)   It is understood  and  agreed by the Parties that
the  facts  and  respective   assumptions  of law in contemplation of which this
Agreement is made may hereafter  prove to be other than or different  from those
facts and  assumptions  now  known,  made or  believed  by them to be true.  The
Parties  expressly accept and assume the risk of the facts and assumptions to be
so  different,  and  agree  that  all  terms of this  agreement  shall be in all
respects  effective  and not subject to  termination  or  reclusion  by any such
difference in facts or assumptions of law.

                  5.     Acknowledgments.
                         ---------------

                         AE acknowledges that:

                         (a)   He has  had  a  full  twenty-one (21) days within
which to consider this Agreement before executing it;

                         (b)   He  has  carefully read and fully understands all
of the provisions of this Agreement;

                         (c)   He  is,  through this  Agreement,  releasing  the
Company,  Renaissance  and  their  affiliates  from any and all claims he or she
may  have  against  any of  them  and  being  released  from  certain  potential
liabilities by the Company and Renaissance, as set forth in Section 4 above;

                         (d)   He knowingly and voluntarily agrees to all of the
terms set forth in this Agreement;

                         (e)   He  knowingly  and  voluntarily  intends  to   be
legally bound by the same;

                         (f)   He  was  advised and hereby is advised in writing
to  consider  the terms of this Agreement and consult with an attorney of his or
her choice prior to executing this Agreement;

                         (g)   He  has  a  full  seven  (7)  days  following the
execution   of  this  Agreement  to  revoke  this  Agreement  and  has  been and
hereby is advised in writing that this Agreement  shall not become  effective or
enforceable until the revocation period has expired; and

                         (h)   He understands  that  rights  or claims under the
Age Discrimination in Employment Act of 1967 (29 U.S.C.ss.621 et  seq.) that may
arise after the date of this Agreement is executed are not waived.

                                       3
<PAGE>


                  6.     Non-Disclosure.
                         --------------

                         AE shall not disclose or deliver to any other party any
trade  secrets  or   confidential  or  proprietary  information  gained  through
employment  with the  Company  or  Renaissance,  except in  connection  with the
performance  of his  consulting  duties  hereunder.  This  includes,  but is not
limited to, proprietary  technologies,  patents,  patent applications,  software
programs and tools,  financial  information,  business  plans,  systems,  files,
algorithms,  file structures,  customer lists,  supplier lists, internal program
structures,   options,   documentation   and  data  developed  by  the  Company,
Renaissance or any subsidiary, affiliate or division thereof. AE agrees that any
breach  of this  Section 6 may cause the  Company  substantial  and  irreparable
damages that would not be quantifiable  and therefore,  in the event of any such
breach,  in addition to other  remedies that may be  available,  the Company and
Renaissance  shall  have  the  right  to seek  specific  performance  and  other
injunctive and equitable relief.

                  7.    Non-Disparagement.
                        -----------------

                        The Parties  mutually agree not to publish,  communicate
or   disseminate   any   negative  information  relating  to  the  other  Party,
including  the  Company's  divisions,  affiliates,   subsidiaries,  products  or
services, or any of their officers,  directors or employees,  or any information
regarding this Agreement to the public, the media, suppliers,  vendors and other
industry  participants,  except  that they may  disclose  its  contents to their
respective financial advisors, accountants and attorneys and as required by law,
rule or  regulation  adopted  pursuant  to law (in  which  case AE shall  not be
subject to the provisions of this section in respect of any statement made by AE
to rebut any false statement made by the Company),  court order or decree, or in
connection  with  testimony  given or  documents  subpoenaed  in a  judicial  or
administrative proceeding.

                  8.     No Representations.
                         ------------------

                         The  Parties  represent that in signing this Agreement,
they  do  not  rely  on  nor have they relied on any representation or statement
not  specifically  set forth in this Agreement by any of the releasees or by any
of the  releasees'  agents,  representatives  or  attorneys  with  regard to the
subject matter, basis or effect of this Agreement or otherwise.

                  9.     Successors.
                         ----------

                         This  Agreement shall  be binding upon and inure to the
the   benefit  of   the   Parties   and    their   respective    administrators,
representatives,  executors,  successors  and  assigns,  by  reason  of  merger,
consolidation,  and/or  purchase  or  acquisition  of  substantially  all of the
Company's or Renaissance's assets or otherwise.

                  10.    Governing Law.
                         -------------

                         This  agreement  is made and entered into in this State
of New York, and shall in  all respects be interpreted,  enforced  and  governed
under the laws of the State of New York.

                                       4
<PAGE>

                  11.    Arbitration.
                         -----------

                         (a)   Any   dispute   arising   between   the  Parties,
including  but  not  limited  to  those  pertaining to the formation,  validity,
interpretation,   effect  or  alleged  breach  of  this  Agreement  ("Arbitrable
Dispute")  will be submitted to  arbitration  in New York,  New York,  before an
experienced  employment  arbitrator and selected in accordance with the rules of
the American  Arbitration  Association labor tribunal.  Each party shall pay the
fees of their  respective  attorneys,  the expenses of their  witnesses  and any
other  expenses  connected  with  presenting  their  claim.  Other  costs of the
arbitration,  including  the  fees  of the  arbitrator,  cost of any  record  or
transcript of the  arbitration,  administrative  fees,  and other fees and costs
shall be borne equally by the Parties.

                         (b)   Should  any  party  to  this  Agreement hereafter
institute  any  legal  action  or   administrative  proceedings  against another
party with  respect to any claim  waived by this  Agreement  or pursue any other
Arbitrable  Dispute by any method other than said  arbitration,  the  responding
party shall be entitled to recover from the initiating party all damages, costs,
expenses and attorneys' fees incurred as a result of such action.

                  12.    Proper Construction.
                         -------------------

                         (a)   The language of all parts of this Agreement shall
in  all  cases  be  construed  as a whole according to its fair meaning, and not
strictly for or against any of the parties;

                         (b)   As used in this Agreement, the term "or" shall be
deemed  to  include  the  term  "and/or" and the singular or plural number shall
be deemed to include the other whenever the context so indicates or requires;

                         (c)   The paragraph headings used in this Agreement are
intended  solely  for  convenience  of  reference  and  shall  not in any manner
amplify,  limit, modify or otherwise be used in the interpretation of any of the
provisions hereof.

                  13.    Severability.
                         ------------

                         Should  any  of the provisions  of  this  Agreement  be
declared  or  be  determined  to  be  illegal  or invalid,  the  validity of the
remaining  parts,  terms or  provisions  shall not be affected  thereby and said
illegal or invalid part,  term or provision  shall be deemed not to be a part of
this Agreement.

                  14.    Entire Agreement.
                         ----------------

                         This  Agreement sets forth the entire agreement between
the   Parties,  and  fully   supersedes  any   and   all   prior  agreements  or
understandings  between the Parties pertaining to the subject matter hereof. All
other contracts,  agreements or understandings  between the Parties are null and
void.  Without  limiting  the  foregoing,  any  and all  employment  agreements,
including all amendment and/or addendums thereto,  shall be terminated and of no
further force or effect,  whether or not such agreements state that the same, or
portions thereof, are to survive termination.

                                       5
<PAGE>

                  15.    Non-Solicitation and Non-Interference.
                         -------------------------------------

                         For  a  period  of twelve (12) months after the date of
this Agreement, AE shall not:

                         (a)   knowingly  for  the  his own account or  for  the
account  of  any  other  person  or   entity   interfere   with  the  Company's,
Renaissance's or any of their subsidiaries' or affiliate's business relationship
with  any  of  its  customers,   accounts,  employees,   principals,   partners,
stockholders, sales representatives, consultants or trainees; or

                         (b)  employ or otherwise engage, or solicit,  entice or
induce  on  behalf  of  the  AE or any other  person or entity,  for the purpose
of  participation  in a  business  substantially  similar  to  the  business  of
Renaissance, the services, retention or employment of any person who has been an
employee,  principal,  partner,  stockholder,  sales  representative,   trainee,
consultant to or agent of the Company,  Renaissance or any of their subsidiaries
or affiliates.

                  16.    Counterparts.
                         ------------

                         This Agreement  may  be executed in counterparts.  Each
counterpart   shall  be  deemed  an  original,  and when taken together with the
other signed counterpart, shall constitute one fully executed Agreement.

                  17.    Further Assurances.
                         ------------------

                         From  and  after  the date hereof, the  parties  hereto
shall   take  all  actions,  including   the   execution   and  delivery  of all
documents, necessary to effectuate the terms hereof.

                  18.    Survival.
                         --------

                         All  obligations  of  the  Parties  as set forth herein
shall survive the execution and delivery hereof.

                                       6
<PAGE>


                  PLEASE READ CAREFULLY.  THIS SETTLEMENT AND GENERAL RELEASE
AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

Dated:   New York, New York                  Dated:  New York, New York
         November 20, 2001                           November 20, 2001


VIZACOM INC.


By:   /s/ Alan Schoenbart                               /s/ Andrew Edwards
   ---------------------------                       ---------------------------
    Name:  Alan Schoenbart                           Andrew Edwards
    Title: CFO

                                       7

</TEXT>
</DOCUMENT>
