Exhibit 10.18

















                               ALPHA VIRTUAL, INC.
                          Securities Purchase Agreement

                                November 6, 2002
































                                    10.18-1


<PAGE>
                               ALPHA VIRTUAL, INC.

                          SECURITIES PURCHASE AGREEMENT



         THIS  SECURITIES  PURCHASE  AGREEMENT  (the  "Agreement")  is made  and
entered  into as of November 6, 2002,  by and between  ALPHA  VIRTUAL,  INC.,  a
Delaware corporation (the "Company"), and those parties set forth as a purchaser
on the signature page hereto (the "Purchasers").


                                    RECITALS

         WHEREAS,  the Company has  authorized  the  issuance  and sale of three
hundred thousand dollars ($300,000) of its Common Stock, par value of $0.001 per
share (collectively, the "Shares"); and

         WHEREAS,  the  Company  desires  to issue and sell  such  Shares to the
Purchasers on the terms and conditions set forth herein; and

         WHEREAS, the Purchasers desire to purchase such Shares on the terms and
conditions set forth herein.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the foregoing  recitals and the
mutual  promises,  representations,  warranties,  and covenants  hereinafter set
forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

1.       Agreement to Sell and Purchase.

         1.1      Sale  and  Purchase  of  Shares.  Subject  to  the  terms  and
                  conditions set forth herein,  upon execution of this Agreement
                  and receipt of the consideration set forth herein, the Company
                  hereby  agrees  to  issue  and sell to the  Purchasers  at the
                  Closing  (as  defined in Section  2.1  hereof)  the Shares for
                  $300,000.00.

         1.2      Issuance  and  Sale  of  Shares.  At  the  Closing,   (i)  the
                  Purchasers  shall  deliver to the Company the aggregate sum of
                  Three Hundred Dollars  ($300,000),  and (ii) the Company shall
                  issue  and  deliver  to  the  Purchasers  stock   certificates
                  representing  Three  Hundred  Thousand  Dollars  ($300,000) of
                  shares of the Company's  Common Stock. The number of shares of
                  Common Stock to be issued in exchange  for  $300,000  shall be
                  based  upon the lower of (i) $0.10 or (ii) the  average  price
                  per share  between  the "bid" and "ask"  price on the Over the
                  Counter Bulletin Board ("OTC:BB") at the close of business for
                  the five (5) business days  preceding the Closing Date ("Price
                  Per Share").  For example: if the Price Per Share is $.10 then
                  the Company  would issue  3,000,000  shares of common stock to
                  the  Purchasers  for  $300,000.  Upon receipt of the foregoing
                  consideration,  the Shares shall be validly issued, fully paid


                                    10.18-2
<PAGE>
                  and non-assessable. The Company shall immediately commence the
                  payment  of its  outstanding  liabilities,  including  payroll
                  taxes.

2.       Closing, Delivery and Payment

         2.1      Closing.  The  closing of the sale and  purchase of the Shares
                  under  this  Agreement  (the  "Closing")  shall take place the
                  later of (i)  fourteen  (14)  days  from the  filing  with the
                  Delaware  Secretary of State of the amendment to the Company's
                  Certificate of Incorporation  effecting a one-for-five reverse
                  stock  split or (ii)  December  15, 2002 at the offices of the
                  Company,  or at such  other time or place as the  parties  may
                  mutually  agree (such date is  hereinafter  referred to as the
                  "Closing Date").

         2.2      Delivery. At the Closing,  subject to the terms and conditions
                  hereof,  (i) the Company will deliver to the Purchasers  stock
                  certificates  representing  the Shares and (ii) the Purchasers
                  shall deliver to the Company  payment of the purchase price of
                  Three Hundred  Thousand  Dollars  ($300,000) for the Shares by
                  cashiers check or wire transfer.

3.       Representations  And  Warranties  Of The  Company.  The  Company hereby
         represents and warrants to the Purchasers the following:

         3.1      Organization, Good Standing and Qualification.  The Company is
                  a corporation  duly  organized,  validly  existing and in good
                  standing under the laws of the State of Delaware.  The Company
                  has all  requisite  corporate  power and  authority to own and
                  operate its properties and assets, to execute and deliver this
                  Agreement,  to issue and sell the Shares, and to carry out the
                  provisions  of this  Agreement and to carry on its business as
                  presently conducted and as presently proposed to be conducted.
                  The Company is duly qualified and is authorized to do business
                  and  is in  good  standing  as a  foreign  corporation  in all
                  jurisdictions  in which the  nature of its  activities  or its
                  properties  (both owned and leased)  makes such  qualification
                  necessary,  except for those jurisdictions in which failure to
                  do so would not have a material  adverse effect on the Company
                  or its business.

         3.2      Subsidiaries.  Upon the  Closing,  the Company will not own or
                  control  any equity  security  or other  interest of any other
                  corporation,  limited partnership or other business entity. In
                  addition,  the  Company  is not a  participant  in  any  joint
                  venture, partnership or similar arrangement.

         3.3      Capitalization.

                  (a)      The   authorized   capital   stock  of  the  Company,
                           immediately  prior to the  Closing,  consists  of (i)
                           Sixty  Million  (60,000,000)  Shares of Common Stock,
                           25,968,888   Shares   of   which   are   issued   and



                                     10.18-3
<PAGE>
                           outstanding,  and (ii) Two Million (2,000,000) Shares
                           of Preferred Stock,  $0.001 par value,  none of which
                           are issued and outstanding.

                  (b)      All issued and  outstanding  Shares of the  Company's
                           Common  Stock  (i)  have  been  duly  authorized  and
                           validly issued, and are fully paid and nonassessable,
                           and  (ii)  were   issued  in   compliance   with  all
                           applicable  state and  federal  laws  concerning  the
                           issuance of securities.

         3.4      Authorization;  Binding  Obligations.  All corporate action on
                  the  part  of  the  Company,   its  officers,   directors  and
                  stockholders   necessary   for  the   authorization   of  this
                  Agreement,  the  performance of all obligations of the Company
                  hereunder at the Closing and the authorization, sale, issuance
                  and  delivery  of the Shares  pursuant  hereto has been taken.
                  This Agreement,  when executed and delivered,  will be a valid
                  and  binding   obligation  of  the  Company   enforceable   in
                  accordance with its terms, except (a) as limited by applicable
                  bankruptcy,  insolvency,  reorganization,  moratorium or other
                  laws  of  general   application   affecting   enforcement   of
                  creditors'  rights,  and (b) general principles of equity that
                  restrict the availability of equitable  remedies.  The sale of
                  the Shares is not and will not be  subject  to any  preemptive
                  rights or rights of first  refusal that have not been properly
                  waived or complied with.

         3.5      Financial  Statements.  The Company has made  available to the
                  Purchasers  (i) its audited  consolidated  balance sheet as of
                  March 31, 2002 and audited  consolidated  statements of income
                  and cash flows for the twelve  months  ending  March 31, 2002,
                  and (ii) its unaudited  consolidated  balance sheet as of June
                  30, 2002 (the  "Statement  Date") and  unaudited  consolidated
                  statements of income and cash flows for the three-month period
                  ending  on  June  30,  2002,  (collectively,   the  "Financial
                  Statements").  The  Financial  Statements,  together  with the
                  notes thereto, have been prepared in accordance with generally
                  accepted  accounting  principles applied on a consistent basis
                  throughout the periods indicated, except as disclosed therein,
                  and present fairly the financial condition and position of the
                  Company  as  of  March  31,  2002,  and  the  Statement  Date;
                  provided, however, that the unaudited financial statements are
                  subject to normal recurring  year-end audit adjustments (which
                  are not  expected  to be  material),  and do not  contain  all
                  footnotes   required  under  generally   accepted   accounting
                  principles.

         3.6      Liabilities.  Except as set  forth on  Schedule  3.6  attached
                  hereto, the Company is not aware of any contingent liabilities
                  of  the  Company  or any of its  subsidiaries  which  are  not
                  disclosed in the Financial Statements,  other than federal and
                  state  payroll  taxes  and  liabilities  such  as the  cost of
                  telephone,  salaries and rent incurred in the ordinary  course
                  of business since the Statement Date.


                                    10.18-4
<PAGE>
         3.7      Agreements; Action.

                  (a)      Except as set forth on Schedule 3.7 hereto, there are
                           no    agreements,    understandings    or    proposed
                           transactions  between  the  Company  and  any  of its
                           officers,  directors,  affiliates  or  any  affiliate
                           thereof.

                  (b)      Except as set forth on Schedule 3.7 hereto, there are
                           no    agreements,    understandings,     instruments,
                           contracts, proposed transactions,  judgments, orders,
                           writs or decrees to which the  Company is a party or,
                           to the knowledge of the Company by which it is bound

                  (c)      Except  as set  forth on  Schedule  3.7  hereto,  the
                           Company has not (i)  declared or paid any  dividends,
                           or authorized or made any  distribution  upon or with
                           respect to any class or series of its capital  stock,
                           (ii) incurred any  indebtedness for money borrowed or
                           any  other  liabilities,  (iii)  made  any  loans  or
                           advances to any person,  or (iv) sold,  exchanged  or
                           otherwise disposed of any of its assets or rights.

         3.8      Changes. Since the Statement Date, there has not been:

                  (a)      Any  change  in the  assets,  liabilities,  financial
                           condition,  prospects  or  operations  of the Company
                           from that reflected in the Financial Statements other
                           than  changes in payroll  taxes owed and  liabilities
                           such as the  cost of  telephone,  salaries  and  rent
                           incurred in the ordinary course of business since the
                           Statement Date;

                  (b)      Any  change  in  the  contingent   obligations of the
                           Company  by  way of guaranty, endorsement, indemnity,
                           warranty or otherwise;

                  (c)      Any  damage,  destruction  or  loss,  whether  or not
                           covered   by   insurance,   adversely  affecting  the
                           properties,   business   or  prospects  or  financial
                           condition of the Company;

                  (d)      Except as  set forth in Schedule  3.8(d) any offer to
                           sell  or   transfer   of  any   patents,  trademarks,
                           copyrights, trade  secrets or other intangible assets
                           of the Company; or

                  (e)      Any change in any agreement to which the Company is a
                           party or by which it is bound which adversely affects
                           the   business,   assets,   liabilities,    financial
                           condition, operations or prospects of the Company.

         3.9      Intellectual Property.

                  (a)      The Company owns or possesses sufficient legal rights
                           to all  patents,  trademarks,  service  marks,  trade

                                    10.18-5
<PAGE>
                           names,   copyrights,    trade   secrets,    licenses,
                           information   and  other   proprietary   rights   and
                           processes necessary for its business as now conducted
                           and as presently  proposed to be  conducted,  without
                           any  known  infringement  of the  rights  of  others.
                           Except as set forth on Schedule 3.9 hereto, there are
                           no outstanding offers to purchase,  options, licenses
                           or  agreements  of any kind relating to the foregoing
                           proprietary  rights, nor is the Company bound by or a
                           party to any options,  licenses or  agreements of any
                           kind with respect to the patents, trademarks, service
                           marks,  trade  names,   copyrights,   trade  secrets,
                           licenses,  information and other  proprietary  rights
                           and processes of any other person or entity.

                  (b)      The  Company  has  not  received  any  communications
                           alleging   that  the  Company  has  violated  or,  by
                           conducting  its business as presently  proposed to be
                           conducted,   would  violate,   any  of  the  patents,
                           trademarks, service marks, trade names, copyrights or
                           trade  secrets  or other  proprietary  rights  of any
                           other person or entity,  nor is the Company  aware of
                           any basis therefor.

         3.10     Compliance  With  Other  Instruments.  The  Company  is not in
                  violation  or  default  of  any  term  of its  Certificate  of
                  Incorporation or Bylaws,  or of any provision of any mortgage,
                  indenture,  contract,  agreement,  instrument  or  contract to
                  which it is party or by which it is bound or of any  judgment,
                  decree,   order,  or  writ.  The  execution,   delivery,   and
                  performance  of and  compliance  with this  Agreement  and the
                  issuance and sale of the Shares pursuant hereto will not, with
                  or without the passage of time or giving of notice,  result in
                  any  such  material  violation,  or be  in  conflict  with  or
                  constitute  a default  under any such  term,  or result in the
                  creation of any mortgage,  pledge, lien, encumbrance or charge
                  upon any of the  properties  or assets of the  Company  or the
                  suspension,  revocation,  impairment, forfeiture or nonrenewal
                  of any permit,  license,  authorization or approval applicable
                  to the  Company,  its  business  or  operations  or any of its
                  assets or properties.

         3.11     Litigation. Except as set forth on Schedule 3.11 hereto, there
                  is no action, suit, proceeding or investigation pending or, to
                  the knowledge of the Company, currently threatened against the
                  Company. The foregoing includes,  without limitation,  actions
                  pending or, to the knowledge of the Company, threatened or any
                  basis  therefor  known  by the  Company  involving  the  prior
                  employment  of any of the  Company's  employees,  their use in
                  connection  with the Company's  business of any information or
                  techniques  allegedly  proprietary  to  any  of  their  former
                  employers,  or their  obligations  under any  agreements  with
                  prior employers.




                                    10.18-6
<PAGE>
         3.12     Brokers'   Fees.   The  Company  (i)  has  not,   directly  or
                  indirectly, dealt with any broker or finder in connection with
                  this  transaction  and (ii) has not incurred or will not incur
                  any  obligation for any broker's or finder's fee or commission
                  in  connection  with  the  transactions  provided  for in this
                  Agreement.

         3.13     Offering Valid.  Assuming the accuracy of the  representations
                  and warranties of Purchasers  contained in Section 4.2 hereof,
                  the offer, sale and issuance of the Shares will be exempt from
                  the  registration  requirements of the Securities Act of 1933,
                  as  amended  (the  "Securities   Act"),  and  will  have  been
                  registered or qualified (or are exempt from  registration  and
                  qualification) under the registration, permit or qualification
                  requirements of all applicable state securities laws.  Neither
                  the Company nor any agent on its behalf has  solicited or will
                  solicit  any  offers  to sell or has  offered  to sell or will
                  offer to sell all or any part of the  Shares to any  person or
                  persons so as to bring the sale of such  Shares by the Company
                  within the  registration  provisions of the  Securities Act or
                  any state securities laws.

4.       Representations and Warranties Of The Purchasers. Each Purchaser hereby
         represents and warrants to the Company as follows:

         4.1      Requisite   Power  and  Authority.   Each  Purchaser  has  all
                  necessary power and authority under all applicable  provisions
                  of law to execute and deliver this  Agreement and to carry out
                  the provisions  hereof and thereof.  All action on Purchasers'
                  part necessary for the  authorization,  execution and delivery
                  of this Agreement has been taken.  Upon Purchasers'  execution
                  and  delivery,  this  Agreement  will  be  valid  and  binding
                  obligations of each Purchaser,  enforceable in accordance with
                  their terms,  except (a) as limited by applicable  bankruptcy,
                  insolvency,  reorganization,   moratorium  or  other  laws  of
                  general  application   affecting   enforcement  of  creditors'
                  rights,  and (b) as limited by  general  principles  of equity
                  that restrict the availability of equitable remedies.

         4.2      Investment  Representations.  Each Purchaser  understands that
                  the Shares have not been registered  under the Securities Act.
                  Each  Purchaser  also  understands  that the  Shares are being
                  offered and sold  pursuant to an exemption  from  registration
                  contained in the Securities Act based in part upon Purchasers'
                  representations  contained in the  Agreement.  Each  Purchaser
                  hereby represents and warrants as follows:

                  (a)      Purchaser   Bears   Economic   Risk.   Purchaser  has
                           substantial experience in evaluating and investing in
                           private  placement   transactions  of  securities  in
                           companies similar to the Company so that Purchaser is
                           capable  of  evaluating  the  merits and risks of its
                           investment  in the  Company  and has the  capacity to
                           protect  Purchaser's  own  interests.  Purchaser must
                           bear   the   economic   risk   of   this   investment
                           indefinitely   unless   and  until  the   Shares  are

                                    10.18-7
<PAGE>
                           registered  pursuant  to the  Securities  Act,  or an
                           exemption from registration is available.

                  (b)      Acquisition For Own  Account.  Purchaser is acquiring
                           the Shares for Purchaser's own account for investment
                           only, and not with a view towards their distribution.

                  (c)      Purchaser   Can  Protect  Its   Interest.   Purchaser
                           represents that by reason of Purchaser's  business or
                           financial  experience,  Purchaser has the capacity to
                           protect  Purchaser's own interests in connection with
                           the  transactions  contemplated  in  this  Agreement.
                           Further,  Purchaser is aware of no publication of any
                           advertisement  in  connection  with the  transactions
                           contemplated in the Agreement.

                  (d)      Accredited   Investor.   Purchaser   represents  that
                           Purchaser is an "accredited investor" as that term is
                           defined in Rule 501(a) of  Regulation  D  promulgated
                           under the Securities Act.

                  (e)      Company Information.  Purchaser has received and read
                           the Financial  Statements  and has had an opportunity
                           to discuss the  Company's  business,  management  and
                           financial   affairs  with  directors,   officers  and
                           management of the Company and has had the opportunity
                           to review the Company's  operations  and  facilities.
                           Purchaser  has  also  had  the   opportunity  to  ask
                           questions of and receive  answers  from,  the Company
                           and its management regarding the terms and conditions
                           of this investment.

                  (f)      Rule 144. Purchaser  acknowledges and agrees that the
                           Shares  must be held  indefinitely  unless  they  are
                           subsequently  registered  under the Securities Act or
                           an exemption  from such  registration  is  available.
                           Purchaser  has  been  advised  or  is  aware  of  the
                           provisions   of  Rule  144   promulgated   under  the
                           Securities Act as in effect from time to time,  which
                           permits  limited  resale  of  Shares  purchased  in a
                           private  placement  subject  to the  satisfaction  of
                           certain  conditions,  including,  among other things:
                           the    availability   of   certain   current   public
                           information  about the Company,  the resale occurring
                           following the required  holding period under Rule 144
                           and the  number  of  Shares  being  sold  during  any
                           three-month    period   not    exceeding    specified
                           limitations.

5.       Closing  Conditions and  Deliveries.  The obligations of the Purchasers
to purchase the Shares and of the Company to sell the Shares shall be subject to
the following:

         5.1      Representations   and   Warranties   True;    Performance   of
                  Obligations.  The  representations  and warranties made by the
                  Company  in Section 3 hereof  shall be true and  correct as of

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<PAGE>
                  the Closing  Date,  and the Company  shall have  performed all
                  obligations and conditions  herein required to be performed or
                  observed by it on or prior to the Closing.

         5.2      Reverse  Stock  Split.  Approval  by the  Company's  Board  of
                  Directors,   consent   of  a   majority   of   the   Company's
                  stockholders,  filing with the SEC of a Form 14C, distribution
                  to all  shareholders  of the Company of a definitive  Form 14C
                  and  filing  with  the  Delaware  Secretary  of  State  of  an
                  amendment  to  the  Company's   Certificate  of  Incorporation
                  effecting a one-for-five (1:5) reverse stock split.

         5.3      Consulting  Agreement.  The Company  shall have  executed  and
                  delivered  to  Manhattan  Capital Partners, LLC  a  Consulting
                  Agreement in the form attached hereto as Exhibit "A."

         5.4      Secretary's  Certificate.  The Purchasers  shall have received
                  from the Company's  Secretary,  a certificate  having attached
                  thereto (i) the Company's  Certificate of  Incorporation as in
                  effect  at the time of the  Closing,  including  an  amendment
                  thereto  effecting a  one-for-five  (1:5) reverse stock split,
                  (ii) the  Company's  Bylaws  as in  effect  at the time of the
                  Closing,  and  (iii)  resolutions  approved  by the  Board  of
                  Directors  of  the  Company   authorizing   the   transactions
                  contemplated hereby.

         5.5      Stock  Certificates.  The stock certificates  representing the
                  Shares shall have been delivered to the Purchasers.

         5.6      Registration  Rights.  Prior to the Closing, the Company shall
                  have executed and delivered a Registration Rights Agreement to
                  Purchasers  and Manhattan  Capital  Partners,  LLC wherein the
                  Company has agreed to register  the Common Stock issued to the
                  Purchasers  and the  underlying  common  stock of Warrants for
                  Manhattan Capital Partners, LLC.

         5.7      Termination  Date.  The purchase of the Shares is completed by
                  December 30, 2002, unless extended by mutual written agreement
                  of the parties hereto.

         5.8      Representations  and Warranties True. The  representations and
                  warranties  made by  Purchaser  in Section 4 shall be true and
                  correct at the date of the Closing,  and the  Purchaser  shall
                  have performed all obligations and conditions  herein required
                  to be performed or observed by it on or prior to the Closing.

6.       Miscellaneous.

         6.1      Governing Law. This Agreement shall be governed by,  construed
                  in accordance with, and enforced under,  the laws of the state
                  of California, without regard to the  principles  of conflicts
                  of law of such state.

         6.2      Survival.  The  representations,   warranties,  covenants  and
                  agreements made herein shall survive any investigation made by


                                    10.18-9
<PAGE>
                  any  Purchaser and the Closing.  All  statements as to factual
                  matters  contained  in any  certificate  or  other  instrument
                  delivered  by or on behalf of the Company  pursuant  hereto in
                  connection with the transactions  contemplated hereby shall be
                  deemed to be  representations  and  warranties  by the Company
                  hereunder  solely  as of  the  date  of  such  certificate  or
                  instrument.

         6.3      Successors and Assigns. Except as otherwise expressly provided
                  herein,  the provisions  hereof shall inure to the benefit of,
                  and be binding upon, the successors, assigns, heirs, executors
                  and  administrators  of the parties  hereto and shall inure to
                  the benefit of and be  enforceable by each person who shall be
                  a holder of the Shares from time to time.

         6.4      Entire Agreement.  This Agreement,  the exhibits and schedules
                  hereto,  and the other  documents  delivered  pursuant  hereto
                  constitute  the full and entire  understanding  and  agreement
                  between the parties with regard to the subjects  hereof and no
                  party  shall be liable or bound to any other in any  manner by
                  any  representations,  warranties,  covenants  and  agreements
                  except as specifically set forth herein and therein.

         6.5      Severability.  In case any provision of the Agreement shall be
                  invalid, illegal or unenforceable,  the validity, legality and
                  enforceability  of the remaining  provisions  shall not in any
                  way be affected or impaired thereby.

         6.6      Amendment and Waiver.

                  (a)      This  Agreement  may be amended or modified only upon
                           the written  consent of the Company and a majority in
                           interest of Shares held by Purchasers.

                  (b)      The  obligations of the Company and the rights of the
                           holders  of the  Shares  under the  Agreement  may be
                           waived only with the written consent of a majority in
                           interest of Shares held by the Purchasers.

         6.7      Publicity.   All  press  releases,   announcements   or  other
                  publicity  pertaining to the transactions  contemplated hereby
                  must be  approved  by  Manhattan  Capital  LLC and the Company
                  prior to  release,  provided  that such  approvals  may not be
                  unreasonably   withheld.   Each   Purchaser  and  the  Company
                  understand and agree that the Company will be required to file
                  copies  of this  Agreement  with  the SEC in  connection  with
                  filing a Form 8-K  immediately  after  the  execution  of such
                  agreements.

         6.8      Delays or Omissions. It is agreed that no delay or omission to
                  exercise any right, power or remedy accruing to any party upon
                  any breach,  default or  noncompliance  by another party under
                  this Agreement  shall impair any such right,  power or remedy,
                  nor shall it be  construed  to be a waiver of any such breach,
                  default or noncompliance,  or any acquiescence  therein, or of


                                    10.18-10
<PAGE>
                  or in any similar breach, default or noncompliance  thereafter
                  occurring.  It is  further  agreed  that any  waiver,  permit,
                  consent  or  approval  of  any  kind  or   character   on  any
                  Purchaser's part of any breach, default or noncompliance under
                  this  Agreement  or any  waiver  on such  party's  part of any
                  provisions or  conditions of the Agreement  must be in writing
                  and shall be  effective  only to the extent  specifically  set
                  forth  in  such  writing.  All  remedies,  either  under  this
                  Agreement,  by law, or otherwise  afforded to any party, shall
                  be cumulative and not alternative.

         6.9      Notices.  All notices required or permitted hereunder shall be
                  in writing  and shall be deemed  effectively  given:  (a) upon
                  personal  delivery to the party to be notified,  (b) when sent
                  by confirmed telex or facsimile if sent during normal business
                  hours of the recipient, if not, then on the next business day,
                  or two (2)  business  days  after  deposit  with a  nationally
                  recognized  overnight  courier,  specifying next day delivery,
                  with written verification of receipt. All communications shall
                  be sent to the  Company or a  Purchaser  at the address as set
                  forth on the signature  page hereof,  or at such other address
                  as the Company or any Purchaser may designate by ten (10) days
                  advance written notice to the other party hereto.

         6.10     Expenses.  Each party  hereto shall pay all costs and expenses
                  incurred by it, respectively, with respect to the negotiation,
                  execution, delivery and performance of the Agreement.

         6.11     Attorneys'  Fees.  In the  event  that any suit or  action  is
                  instituted  to enforce any  provision in this  Agreement,  the
                  prevailing  party in such dispute shall be entitled to recover
                  from  the  losing  party  all  fees,  costs  and  expenses  of
                  enforcing  any right of such  prevailing  party  under or with
                  respect to this Agreement,  including without limitation, such
                  reasonable  fees and  expenses of attorneys  and  accountants,
                  which shall include,  without limitation,  all fees, costs and
                  expenses of appeals.

         6.12     Titles  and   Subtitles.   The  titles  of  the  sections  and
                  subsections of the Agreement are for  convenience of reference
                  only  and  are  not  to  be  considered  in  construing   this
                  Agreement.

         6.13     Counterparts.  This Agreement may be executed in any number of
                  counterparts,  each of which shall be an original,  but all of
                  which together shall constitute one instrument.

         6.14     Confidentiality.  Each party hereto  agrees that,  except with
                  the prior written  consent of the other party, it shall at all
                  times  keep  confidential  and not  divulge,  furnish  or make
                  accessible to anyone any confidential  information,  knowledge
                  or data  concerning  or relating to the  business or financial
                  affairs  of the other  parties to which such party has been or
                  shall become privy by reason of this Agreement, discussions or
                  negotiations  relating to this  Agreement,  the performance of


                                    10.18-11
<PAGE>
                  its  obligations  hereunder  or the  ownership  of the  Shares
                  purchased hereunder. The provisions of this Section 6.14 shall
                  be in addition to, and not in substitution for, the provisions
                  of  any  separate  nondisclosure  agreement  executed  by  the
                  parties hereto.

         6.15     Pronouns.  All pronouns  contained herein,  and any variations
                  thereof,  shall be deemed to refer to the masculine,  feminine
                  or  neutral,  singular  or plural,  as to the  identity of the
                  parties hereto may require.

         6.16     Further  Assurances.  At any time and from time to time  after
                  the Closing  Date,  each party will  execute  such  additional
                  instruments  and  take  such  actions  as  may  be  reasonably
                  requested  by the  other  party to carry  out the  intent  and
                  purposes of this Agreement.


                      [SIGNATURE PAGE FOLLOWS ON NEXT PAGE]






































                                    10.18-12
<PAGE>
                [SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]


         IN WITNESS  WHEREOF,  the parties hereto have executed this  SECURITIES
PURCHASE AGREEMENT as of the date set forth in the first paragraph hereof.


"COMPANY"                               ALPHA VIRTUAL, INC.,
                                        a Delaware corporation


                                        By:  ________________________________
                                             Saif Mansour
                                             Title:   President
                                             Address:
                                             10345 Olympic Boulevard
                                             Suite 102
                                             Los Angeles, California  90064






































                                    10.18-13

<PAGE>
                [SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]

               Purchasers                                      Number of Shares
                                                               Being Purchased


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

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

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

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


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

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

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

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

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

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

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

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

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

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

                                    10.18-14
<PAGE>
-----------------------------------                            ----------------

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

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

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

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

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

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

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






























                                    10.18-15
<PAGE>
                                    EXHIBIT A
                                    ---------
                              CONSULTING AGREEMENT





















































                                    10.18-16

<PAGE>
                                  SCHEDULE 3.6

                                   LIABILITIES


The  following  approximate  liabilities  of the  Company are in addition to the
liabilities set forth in the Company's Form 10-QSB for the period ended June 30,
2002:

                  1.       Payroll Taxes             $ 50,000
                  2.       Note Payable-GAC          $500,000


Eric  Poppleton,  a former  employee and  consultant,  is seeking  approximately
$15,000.

Pursuant to an employment  contract with the Company,  Andreas Kemkes, a current
employee, is demanding severance of approximately $80,000 if he is laid-off.





































                                    10.18-17


<PAGE>
                                  SCHEDULE 3.7

                               AGREEMENTS; ACTIONS


1.       Proposed  License  Agreement  between  the  Company  and  Global  Alpha
         Corporation  ("GAC")  wherein all of the Company's  technology  will be
         licensed to GAC in exchange for a royalty on gross sales.

2.       The Company is entertaining a proposal from Global Alpha Corporation to
         terminate  its  proposed  license  agreement  and  purchase  all of the
         technology of the Company.

3.       The Company has an  employment  agreement  with  Andreas  Kemkes  which
         provides for  six-month's  severance  pay if he is  terminated  for any
         reason other than cause.








































                                    10.18-18

<PAGE>
                                  SCHEDULE 3.9

                              INTELLECTUAL PROPERTY


1.       Proposed  License  Agreement  between  the  Company  and  Global  Alpha
         Corporation  ("GAC")  wherein all of the Company's  technology  will be
         licensed to GAC in exchange for a royalty on gross sales.

2.       The Company is entertaining a proposal from Global Alpha Corporation to
         terminate  its  proposed  license  agreement  and  purchase  all of the
         technology of the Company.











































                                    10.18-19


<PAGE>
                                  SCHEDULE 3.11

                                   LITIGATION


The Company  currently owes in excess of $160,000 in trade payables,  several of
which have threatened  lawsuits.  The Company is currently reviewing its options
to settle all of its liabilities.

















































                                    10.18-20