Exhibit 10.2

                          SECURITIES PURCHASE AGREEMENT

      THIS  SECURITIES  PURCHASE  AGREEMENT  (this  "Agreement")  is dated as of
OCTOBER 15, 2003, by and between LEVEL 8 SYSTEMS,  INC., a Delaware  corporation
(the "Company"),  and the various  purchasers  listed on Schedule I hereto (each
referred to herein as a "Purchaser" and, collectively, the "Purchasers").

      WHEREAS,  the Company and the Purchasers are executing and delivering this
Agreement in reliance upon the exemption from securities  registration  afforded
by Rule 506 under  Regulation D as promulgated  by the United States  Securities
and Exchange  Commission (the "Commission") under Section 4(2) of the Securities
Act of 1933, as amended (the "Securities Act");

      WHEREAS,  subject to the terms and conditions set forth in this Agreement,
the  Company  desires to issue and sell to the  Purchasers,  and the  Purchasers
desire to acquire from the Company,  shares of common stock of the Company,  par
value $.001 per share (the "Common Stock"), and a stock purchase warrant (each a
"Warrant", and, collectively,  the "Warrants"), in the form of Exhibit A annexed
hereto to purchase shares of the Company's Common Stock; and

      WHEREAS,  contemporaneously  with  the  execution  and  delivery  of  this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement   substantially  in  the  form  of  Exhibit  B  attached  hereto  (the
"Registration  Rights  Agreement")  pursuant  to which the Company has agreed to
provide certain  registration  rights under the Securities Act and the rules and
regulations promulgated thereunder, and applicable state securities laws.

      NOW, THEREFORE,  in consideration of the promises and mutual covenants and
agreements hereinafter, the Company and the Purchasers hereby agree as follows:

                                   Article I.

                                PURCHASE AND SALE

1.1   Purchase and Sale. On the Closing Date (as defined below),  subject to the
      terms and conditions set forth herein, the Company shall issue and sell to
      each  Purchaser  and each  Purchaser,  severally  and not  jointly,  shall
      purchase  from the  Company  the  shares of  Common  Stock as set forth on
      Schedule  I (the  "Shares")  and a Warrant  exercisable  for the amount of
      Common Stock as set forth on Schedule I for such Purchaser.  The aggregate
      purchase  price for the Shares and  Warrant  purchased  by the  Purchasers
      shall be $852,500.

1.2   Closing.  The closing  (the  "Closing")  of the  purchase  and sale of the
      Common Stock and the  Warrants  shall take place at the offices of Powell,
      Goldstein,  Frazer & Murphy LLP, 191 Peachtree  Street,  N.E., Suite 1600,
      Atlanta, Georgia 30303, immediately following the execution hereof or such
      later date or different  location as the parties  shall  agree,  but in no
      event prior to the date that the  conditions set forth in Section 4.1 have
      been  satisfied  or  waived by the  appropriate  party  (such  date of the
      Closing, the "Closing Date"). At the Closing:

            a. Each Purchaser  shall deliver to the Company (1) this  Agreement,
duly executed by such Purchaser,  (2) the Registration  Rights  Agreement,  duly
executed  by such  Purchaser  and (3) its portion of the  purchase  price as set
forth next to its name on  Schedule I in United  States  dollars in  immediately
available funds to an account or accounts  designated in writing by the Company;
and

            b. The Company shall deliver to each  Purchaser (1) this  Agreement,
duly  executed by the  Company,  (2) the  Registration  Rights  Agreement,  duly
executed by the Company,  (3) a Warrant  representing  the Purchaser's  right to
acquire  the number of shares of Common  Stock as set forth on Schedule I hereto
registered in the name of such Purchaser,  and (4) a certificate  evidencing the
number of shares of Common  Stock  purchased  by such  Purchaser as set forth on
Schedule I hereto, registered in the name of such Purchaser.

                                   Article II

                         REPRESENTATIONS AND WARRANTIES

2.1   Representations and Warranties of the Company.  The Company represents and
      warrants to each of the Purchasers  that the statements  contained in this
      Section 2.1 are true, correct and complete as of the date hereof, and will
      be true correct and  complete as of the Closing Date (unless  specifically
      made as of another  date),  except as  specified  to the  contrary  in the


                                      E-20
<PAGE>

                                                                    Exhibit 10.2

      corresponding paragraph of the disclosure schedule prepared by the Company
      accompanying this Agreement (the "Company Disclosure Schedules"):

      a. Organization and Qualification. The Company duly incorporated,  validly
existing and in good  standing  under the laws of Delaware,  with the  requisite
corporate  power and authority to own and use its  properties  and assets and to
carry on its  business as currently  conducted.  Except as set forth on Schedule
2.1(a),  the Company is duly  qualified as a foreign  corporation to do business
and is in good standing as a foreign  corporation in each  jurisdiction in which
the  nature  of the  business  conducted  or  property  owned by it  makes  such
qualification necessary,  except where the failure to be so qualified or in good
standing, as the case may be, would not,  individually or in the aggregate,  (x)
adversely  affect  the  legality,  validity  or  enforceability  of any of  this
Agreement or the Transaction  Documents (as defined in Section 2.1(b)) or any of
the  transactions  contemplated  hereby  or  thereby,  (y) have or  result  in a
material  adverse  effect on the results of  operations,  assets,  or  financial
condition of the Company,  taken as a whole or (z) impair the Company's  ability
to  perform  fully on a timely  basis  its  obligations  under  any  Transaction
Document  (any of (x),  (y) or (z),  being a  "Material  Adverse  Effect").  The
Company has made  available  to the  Purchaser  true and  correct  copies of the
Company's Certificate of Incorporation,  as amended and as in effect on the date
hereof (the  "Certificate of  Incorporation"),  and the Company's  Bylaws, as in
effect on the date hereof (the "Bylaws").

      b.  Authorization;  Enforcement.  The Company has the requisite  corporate
power  and  authority  to  enter  into  and  to  consummate   the   transactions
contemplated  by this Agreement and the  Registration  Rights  Agreement and the
Warrants (collectively, the "Transaction Documents"), and otherwise to carry out
its obligations hereunder and thereunder.  The execution and delivery of each of
this Agreement and the Transaction Documents by the Company and the consummation
by it of the  transactions  contemplated  hereby  and  thereby  have  been  duly
authorized  by all  necessary  corporate  action  by the  Company.  Each of this
Agreement  and the  Transaction  Documents has been duly executed by the Company
and when delivered in accordance with the terms hereof will constitute the valid
and  binding  obligation  of the  Company  enforceable  against  the  Company in
accordance  with its  terms,  except as such  enforceability  may be  limited by
applicable bankruptcy,  insolvency,  reorganization,  moratorium, liquidation or
similar laws relating to, or affecting  generally the enforcement of, creditors'
rights and remedies or by other equitable  principles of general application and
except that rights to indemnification and contribution may be limited by Federal
or state securities laws or public policy relating thereto.

      c. Capitalization.  As of the date hereof, the authorized capital stock of
the Company is as set forth in Schedule 2.1(c).  All of such outstanding  shares
of capital stock have been, or upon issuance  will be,  validly  authorized  and
issued, fully paid and nonassessable.  No securities of the Company are entitled
to preemptive or similar rights, and no Person (as hereinafter  defined) has any
right of first refusal, preemptive right, right of participation, or any similar
right  to  participate  in the  transactions  contemplated  by  the  Transaction
Documents.  Except  as a  result  of the  purchase  and sale of the  Shares  and
Warrant, there are no outstanding options,  warrants, script rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities,
rights or obligations convertible into or exchangeable for, or giving any Person
any right to subscribe for or acquire, any shares of Common Stock, or contracts,
commitments,  understandings  or  arrangements  by  which  the  Company  or  any
subsidiary is or may become bound to issue additional shares of Common Stock, or
securities or rights  convertible or  exchangeable  into shares of Common Stock.
The issue and sale of the Shares and  Warrants  will not obligate the Company to
issue shares of Common Stock or other  securities  to any Person (other than the
Purchasers)  and will not result in a right of any holder of Company  securities
to  adjust  the  exercise,  conversion,  exchange  or  reset  price  under  such
securities.

      d.  Authorization  and  Validity;  Issuance of Shares.  The Shares and the
shares of Common Stock  issuable  upon  exercise of the Warrants  (the  "Warrant
Shares") are and will at all times hereafter  continue to be duly authorized and
reserved  for issuance  and,  when issued and paid for in  accordance  with this
Agreement and the Transaction Documents,  will be validly issued, fully paid and
non-assessable, free and clear of all liens.

      e. No Conflicts. The execution, delivery and performance of this Agreement
and each of the Transaction Documents by the Company and the consummation by the
Company of the  transactions  contemplated  hereby and  thereby  (including  the
issuance of the Warrant Shares) do not and will not (i) conflict with or violate
any   provision  of  the   Certificate   of   Incorporation,   Bylaws  or  other
organizational  documents of the Company, (ii) subject to obtaining the consents
referred to in Section  2.1(f),  conflict  with,  or constitute a default (or an
event which with notice or lapse of time or both would become a default)  under,
or  give to  others  any  rights  of  termination,  amendment,  acceleration  or
cancellation of, any agreement,  indenture, patent, patent license or instrument
(evidencing  a Company debt or  otherwise) to which the Company is a party or by
which any  property or asset of the Company is bound or  affected,  except where
such conflict or violation has not resulted or would not  reasonably be expected


                                      E-21
<PAGE>

                                                                    Exhibit 10.2

to result,  individually or in the aggregate,  in a Material Adverse Effect,  or
(iii)  result in a violation  of any law,  rule,  regulation,  order,  judgment,
injunction,  decree or other restriction of any court or governmental  authority
to which the Company is subject (including Federal and state securities laws and
regulations and the rules and regulations of the principal market or exchange on
which the Common Stock is traded or listed),  or by which any material  property
or asset of the Company is bound, except where such conflict has not resulted or
would not reasonably be expected to result, individually or in the aggregate, in
a Material Adverse Effect.

      f.  Consents  and  Approvals.  The  Company is not  required to obtain any
consent,  waiver,  authorization  or order of,  give any  notice to, or make any
filing or registration  with, any court or other federal,  state, local or other
governmental authority, regulatory or self regulatory agency, or other Person in
connection  with the execution,  delivery and performance by the Company of this
Agreement  or  the  Transaction  Documents,  other  than  (i)  the  filing  of a
registration  statement with the Commission,  which shall be filed in accordance
with and in the time periods set forth in the Registration  Rights Agreement and
(ii) any filings,  notices or registrations  under  applicable  Federal or state
securities laws (together with the consents,  waivers,  authorizations,  orders,
notices and filings referred to on Schedule 2.1(f),  the "Required  Approvals"),
except where failure to do so has not resulted or would not  reasonably  result,
individually,  or in the aggregate, in a Material Adverse Effect. "Person" means
an individual or corporation, partnership, trust, incorporated or unincorporated
association,  joint venture,  limited  liability  company,  joint stock company,
government (or an agency or subdivision thereof) or other entity of any kind.

      g. Litigation;  Proceedings.  Except as specifically set forth on Schedule
2.1(h) or in the SEC Documents  (as  hereinafter  defined),  there is no action,
suit,  notice of  violation,  proceeding  or  investigation  pending  or, to the
knowledge of the Company,  threatened against or affecting the Company or any of
its subsidiaries or any of their respective  properties  before or by any court,
governmental or administrative  agency or regulatory authority (Federal,  state,
county,  local or  foreign)  (collectively,  an  "Action")  which (i)  adversely
affects or challenges the legality,  validity or  enforceability  of any of this
Agreement or the Transaction  Documents or (ii) would reasonably be expected to,
individually or in the aggregate,  have a Material  Adverse Effect.  Neither the
Company nor any  subsidiary,  nor, to the knowledge of the Company,  any officer
thereof,  is or has been,  nor, to the  knowledge of the  Company,  any director
thereof  is or has been for the last  three  years,  the  subject  of any Action
involving a claim of violation of or liability under federal or state securities
laws or a claim of breach of  fiduciary  duty.  There has not been,  and, to the
knowledge  of  the  Company,   there  is  not  pending  or   contemplated,   any
investigation  by the Commission  involving the Company or any current or former
director  that was a director  of the  Company at any time during the last three
years or officer of the Company. The Commission has not issued any stop order or
other order suspending the effectiveness of any registration  statement filed by
the Company or any subsidiary under the Exchange Act or the Securities Act.

      h. No Default or Violation.  The Company (i) is not in default under or in
violation  of any  indenture,  loan  or  other  credit  agreement  or any  other
agreement  or  instrument  to  which  it is a party or by which it or any of its
properties  is bound and which is  required  to be included as an exhibit to any
SEC Document  (as defined in Section  2.1(j)) or will be required to be included
as an exhibit to the Company's  next filing under either the  Securities  Act or
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) is in
violation of any order of any court,  arbitrator or governmental body applicable
to it,  (iii)  is in  violation  of  any  statute,  rule  or  regulation  of any
governmental  authority to which it is subject,  (iv) is in default  under or in
violation of its Certificate of  Incorporation,  Bylaws or other  organizational
documents,  respectively  in the case of (i), (ii) and (iii),  except where such
violations have not resulted or would not reasonably result,  individually or in
the aggregate, in a Material Adverse Effect.

      i. Private Offering. The Company and all Persons acting on its behalf have
not made,  directly  or  indirectly,  and will not make,  offers or sales of any
securities or solicited any offers to buy any security under  circumstances that
would require  registration  of the Common Stock or the Warrants or the issuance
of such  securities  under the  Securities  Act.  Subject  to the  accuracy  and
completeness of the representations  and warranties of the Purchasers  contained
in Section 2.2, the offer, sale and issuance by the Company to the Purchasers of
each of the Common Stock and the Warrants and the issuance of the Warrant Shares
is exempt from the registration requirements of the Securities Act.

      j. SEC Documents; Financial Statements. The Common Stock of the Company is
registered  pursuant to Section  12(g) of the Exchange Act.  Since  December 31,
2001, the Company has filed all reports,  schedules, forms, statements and other
documents  required to be filed by it, with the Commission,  pursuant to Section
13, 14 or 15(d) of the Exchange Act (the  foregoing  materials  and all exhibits
included  therein and financial  statements and schedules  thereto and documents
(other than exhibits to such documents)  incorporated by reference therein being
collectively  referred to herein as the "SEC  Documents"),  on a timely basis or
has received a valid extension of such time of filing and has filed any such SEC
Documents prior to the expiration of any such extension.  As of their respective


                                      E-22
<PAGE>

                                                                    Exhibit 10.2

dates, the SEC Documents complied in all material respects with the requirements
of the Securities Act and the Exchange Act and the rules and  regulations of the
Commission promulgated  thereunder,  and none of the SEC Documents,  when filed,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  The  financial  statements  of the  Company  included  in  the  SEC
Documents   comply  in  all  material   respects  with   applicable   accounting
requirements  and the rules  and  regulations  of the  Commission  with  respect
thereto as in effect at the time of filing. Such financial  statements have been
prepared in accordance with generally accepted accounting  principles applied on
a  consistent  basis  during the  periods  involved  ("GAAP"),  except as may be
otherwise  specified in such  financial  statements  or the notes  thereto,  and
fairly  present in all material  respects the financial  position of the Company
and  its  consolidated  subsidiaries  as of and for the  dates  thereof  and the
results of operations and cash flows for the periods then ended, subject, in the
case of unaudited statements, to normal, immaterial, year-end audit adjustments.

      k.  Material  Changes.  Since  the date of the  latest  audited  financial
statements included within the SEC Documents,  except as specifically  disclosed
in the SEC  Documents,  (i) there has been no event,  occurrence or  development
that has had or that could result in a Material Adverse Effect, (ii) the Company
has not incurred any liabilities  (contingent or otherwise) other than (A) trade
payables  and  accrued  expenses  incurred  in the  ordinary  course of business
consistent  with past practice and (B)  liabilities not required to be reflected
in the  Company's  financial  statements  pursuant  to  GAAP or  required  to be
disclosed in filings made with the Commission, (iii) the Company has not altered
its method of accounting  or the identity of its auditors,  (iv) the Company has
not declared or made any dividend or  distribution  of cash or other property to
its  stockholders  or purchased,  redeemed or made any agreements to purchase or
redeem any shares of its capital  stock,  and (v) the Company has not issued any
equity  securities  to any officer,  director or affiliate,  except  pursuant to
existing  Company stock option plans.  The Company does not have pending  before
the Commission any request for confidential treatment of information.

      l. Patents and Trademarks.  The Company and its subsidiaries have, or have
rights  to  use,  all  patents,  patent  applications,   trademarks,   trademark
applications, service marks, trade names, copyrights, licenses and other similar
rights  that  are  necessary  or  material  for  use in  connection  with  their
respective businesses as described in the SEC Documents and which the failure to
so have could have, or  reasonably be expected to result in, a Material  Adverse
Effect (collectively,  the "Intellectual Property Rights").  Neither the Company
nor any subsidiary has received a written notice that the Intellectual  Property
Rights used by the Company or any  subsidiary  violates  or  infringes  upon the
rights  of any  Person  which if  determined  adversely  to the  Company  would,
individually  or in  the  aggregate  have  a  Material  Adverse  Effect.  To the
knowledge of the Company, all such Intellectual  Property Rights are enforceable
and  there  is no  existing  infringement  by  another  Person  of  any  of  the
Intellectual Property Rights.

      m. Transactions With Affiliates and Employees.  Except as set forth in SEC
Documents,  none  of the  officers  or  directors  of the  Company  and,  to the
knowledge  of the Company,  none of the  employees of the Company is presently a
party to any  transaction  with the  Company or any  subsidiary  (other than for
services  as  employees,  officers  and  directors),   including  any  contract,
agreement or other  arrangement  providing for the  furnishing of services to or
by,  providing for rental of real or personal  property to or from, or otherwise
requiring payments to or from any officer,  director or such employee or, to the
knowledge of the Company, any entity in which any officer, director, or any such
employee  has a  substantial  interest  or is an officer,  director,  trustee or
partner.

      n. Eligibility to Register Shares. The Company is eligible to register the
resale of its Common Stock and the Warrant  Shares for resale by the  Purchasers
under Form S-1 promulgated under the Securities Act.

      o. Registration  Rights. The Company has not granted or agreed to grant to
any Person any rights (including  "piggy-back"  registration rights) to have any
securities  of  the  Company   registered  with  the  Commission  or  any  other
governmental authority that have not been satisfied.

      p. Broker's Fees. No fees or commissions or similar  payments with respect
to the transactions  contemplated by this Agreement or the Transaction Documents
have been paid or will be payable  by the  Company  to any third  party  broker,
financial advisor, finder,  investment banker, or bank. The Purchaser shall have
no obligation  with respect to any fees or with respect to any claims made by or
on behalf  of other  Persons  for fees of a type  contemplated  in this  Section
2.1(p) that may be due in connection with the transactions  contemplated by this
Agreement and the Transaction Documents.

      q.   Disclosure.   Except  for   information   regarding  the  transaction
contemplated by this Agreement and the  Transaction  Documents and the terms and
conditions  hereof and  thereof,  the Company  confirms  that neither it nor any
other Person  acting on its behalf has provided any of the  Purchasers  or their
agents  or  counsel  with  any  information  the  Company  believes  constitutes
material,  non-public information. The Company understands and confirms that the
Purchasers will rely on the foregoing  representations in effecting transactions
in  securities  of the  Company.  All  disclosure  provided  to  the  Purchasers
regarding the Company,  its business and the transactions  contemplated  hereby,


                                      E-23
<PAGE>

                                                                    Exhibit 10.2

including  the  Schedules  to this  Agreement,  furnished by or on behalf of the
Company  are true and  correct  and do not  contain  any untrue  statement  of a
material fact or omit to state any material fact  necessary in order to make the
statements  made therein,  in light of the  circumstances  under which they were
made, not misleading.

2.2   Representations and Warranties of the Purchasers.  Each of the Purchasers,
      severally and not jointly,  hereby  represents and warrants to the Company
      as follows:

      a.  Organization;   Authority.   Such  Purchaser,  as  applicable,   is  a
corporation or a limited liability  company or limited  partnership duly formed,
validly  existing and in good standing under the laws of the jurisdiction of its
incorporation or formation with the requisite power and authority,  corporate or
otherwise, to enter into and to consummate the transactions  contemplated hereby
and by this Agreement and the  Transaction  Documents and otherwise to carry out
its  obligations  hereunder and thereunder.  The purchase by such Purchaser,  as
applicable,  of the shares of Common  Stock and the Warrant  hereunder  has been
duly authorized by all necessary  action on the part of such Purchaser.  Each of
this  Agreement  and the  Transaction  Documents  has  been  duly  executed  and
delivered  by each  Purchaser  and  constitutes  the valid and  legally  binding
obligation of each Purchaser,  enforceable  against such Purchaser in accordance
with  its  terms,  subject  to  bankruptcy,   insolvency,  fraudulent  transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights generally and to general principles of equity and
except that rights to indemnification and contribution may be limited by Federal
or state securities laws or public policy relating thereto.

      b.  Investment  Intent.  Such  Purchaser is acquiring the shares of Common
Stock and the Warrant for its own account and not with a present  view to or for
distributing or reselling the shares of Common Stock, the Warrant or the Warrant
Shares or any part thereof or interest  therein in  violation of the  Securities
Act. Nothing  contained  herein shall be deemed a representation  or warranty by
such Purchaser to hold the Shares or Warrant or Warrant Shares for any period of
time.  Such  Purchaser  is  acquiring  the Shares or  Warrant or Warrant  Shares
hereunder in the ordinary  course of its business.  Such Purchaser does not have
any  agreement  or  understanding,  directly or  indirectly,  with any Person to
distribute any of the Shares.

      c.  Purchaser  Status.  At the time such  Purchaser was offered the Common
Stock and the  Warrant,  and at the  Closing  Date and each date such  Purchaser
exercises  the  Warrant,  (i) it was and  will be an  "accredited  investor"  as
defined in Rule 501 under the  Securities  Act and (ii) such  Purchaser,  either
alone or together with its  representatives,  had and will have such  knowledge,
sophistication  and  experience  in business and  financial  matters so as to be
capable of evaluating the merits and risks of the prospective  investment in the
Common  Stock,  the Warrant  and the Warrant  Shares.  Such  Purchaser  is not a
registered broker-dealer under Section 15 of the Exchange Act.

      d. Reliance.  Such Purchaser  understands  and  acknowledges  that (i) the
Common Stock,  the Warrant and the Warrant  Shares are being offered and sold to
the  Purchaser  without  registration  under  the  Securities  Act in a  private
placement that is exempt from the registration  provisions of the Securities Act
under Section 4(2) of the Securities Act or Regulation D promulgated  thereunder
and (ii) the availability of such exemption  depends in part on, and the Company
will rely upon the accuracy and truthfulness of, the  representations  set forth
in this Section 2.2 and such Purchaser hereby consents to such reliance.

      e.  Information.  Such  Purchaser  and its  advisors,  if any,  have  been
furnished with all materials  relating to the business,  finances and operations
of the Company and materials  relating to the offer and sale of the Common Stock
and the Warrant  which have been  requested by such  Purchaser or its  advisors.
Such Purchaser and its advisors,  if any, have been afforded the  opportunity to
ask questions of the Company.  The Purchaser  understands that its investment in
the Common Stock and Warrant involves a significant degree of risk. Neither such
inquiries  nor  any  other  investigation  conducted  by or on  behalf  of  such
Purchaser or its  representatives or counsel shall modify,  amend or affect such
Purchaser's  right  to rely  on the  truth,  accuracy  and  completeness  of the
Company's  representations  and  warranties  contained in this  Agreement or the
Transaction Documents.

      f. Governmental  Review. Such Purchaser  understands that no United States
Federal  or state  agency or any other  government  or  governmental  agency has
passed upon or made any  recommendation  or  endorsement  of the Common Stock or
Warrants.

      g. Residency.  Such Purchaser is a resident of the  jurisdiction set forth
immediately beside such Purchaser's name on Schedule I hereto.

      The  Company   acknowledges   and  agrees  that  the  Purchasers  make  no
representations  or  warranties  with respect to the  transactions  contemplated
hereby other than those specifically set forth in this Section 2.2.


                                      E-24
<PAGE>

                                                                    Exhibit 10.2

                                  Article III
                                OTHER AGREEMENTS

3.1 Transfer Restrictions.

      a. If any  Purchaser  should  decide to dispose of the Common  Stock,  the
Warrant, or the Warrant Shares held by it, such Purchaser understands and agrees
that it may do so (1) only pursuant to an effective registration statement under
the Securities Act, (2) pursuant to an available exemption from the registration
requirements of the Securities Act, (3) to an affiliate of the Purchaser, or (4)
pursuant to Rule 144  promulgated  under the  Securities  Act ("Rule  144").  In
connection with any transfer of any Common Stock,  the Warrant or Warrant Shares
other than  pursuant to an effective  registration  statement,  Rule 144, to the
Company or to an  affiliate  of the  Purchasers,  the  Company  may  require the
transferor  thereof  to  provide  to the  Company a written  opinion  of counsel
experienced  in the  area of  United  States  securities  laws  selected  by the
transferor,  the form and  substance of which  opinion  shall be  customary  for
opinions of counsel in comparable  transactions and reasonably acceptable to the
Company, to the effect that such transfer does not require  registration of such
transferred securities under the Securities Act; provided,  however, that if the
Common  Stock,  the  Warrant,  or Warrant  Shares may be sold  pursuant  to Rule
144(k),  no written  opinion of counsel  shall be required from any Purchaser if
such Purchaser  provides  reasonable  assurances  that such security can be sold
pursuant to Rule  144(k).  Notwithstanding  the  foregoing,  the Company  hereby
consents to and agrees to register any transfer by any Purchaser to an affiliate
of such Purchaser, provided that the transferee certifies to the Company that it
is an "accredited  investor" as defined in Rule 501(a) under the Securities Act.
Any such  transferee  shall  agree in  writing  to be bound by the terms of this
Agreement and the Transaction Documents and shall have the rights of a Purchaser
under this  Agreement  and the  Transaction  Documents.  The  Company  shall not
require an opinion of counsel in  connection  with the transfer of the shares of
Common Stock, the Warrant or the Warrant Shares to an affiliate of a Purchaser.

      b. The Purchasers agree to the imprinting,  so long as is required by this
Section 3.1(b), of the following legend on the Common Stock, the Warrant and the
Warrant Shares:

      THE  SECURITIES  REPRESENTED  HEREBY  HAVE  NOT BEEN  REGISTERED  WITH THE
      SECURITIES  AND EXCHANGE  COMMISSION OR THE  SECURITIES  COMMISSION OF ANY
      STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,  MAY NOT
      BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN
      A  TRANSACTION  NOT  SUBJECT  TO,  THE  REGISTRATION  REQUIREMENTS  OF THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE  STATE SECURITIES LAWS AS
      EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE  TRANSFEROR TO SUCH EFFECT,
      THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE COMPANY.
      THESE  SECURITIES  MAY BE PLEDGED IN  CONNECTION  WITH A BONA FIDE  MARGIN
      ACCOUNT OR OTHER LOAN SECURED BY SUCH SHARES.

      The Company acknowledges and agrees that a Purchaser may from time to time
pledge pursuant to a bona fide margin agreement or grant a security  interest in
some or all of the shares of Common  Stock,  the Warrant or the  Warrant  Shares
and,  if  required  under  the terms of such  arrangement,  such  Purchaser  may
transfer pledged or secured shares of Common Stock, Warrant or Warrant Shares to
the pledgees or secured parties.  Such a pledge or transfer would not be subject
to approval of the Company and no legal opinion of the pledgee, secured party or
pledgor shall be required in connection  therewith.  Further, no notice shall be
required of such pledge.  At the appropriate  Purchaser's  expense,  the Company
will execute and deliver such reasonable  documentation  as a pledgee or secured
party  reasonably  request in connection with a pledge or transfer of the shares
of Common Stock,  the Warrant or the Warrant  Shares,  including the preparation
and filing of any required  prospectus  supplement  under Rule  424(b)(3) of the
Securities  Act  or  other  applicable   provision  of  the  Securities  Act  to
appropriately amend the list of selling stockholders thereunder.

      The Company agrees that it will provide any Purchaser,  upon request, with
a certificate or certificates  representing  shares of Common Stock, the Warrant
or the Warrant  Shares,  free from such legend at such time as such legend is no
longer required  hereunder.  If such  certificate or certificates had previously
been issued with such a legend or any other  legend,  the  Company  shall,  upon
request  and upon the  delivery of the  legended  certificate(s),  reissue  such


                                      E-25
<PAGE>

                                                                    Exhibit 10.2

certificate  or  certificates  free  of any  legend.  The  Company  agrees  that
following  the  effective  date  of  the  registration   statement  meeting  the
requirements  set forth in the  Registration  Rights  Agreement and covering the
resale of the Shares and  Warrant  Shares by the  Purchasers  or at such time as
such legend is no longer required under this Section 3.1, it will, no later than
three  Trading  Days  (as  such  term  is  defined  in the  Registration  Rights
Agreement) following the delivery by a Purchaser to the Company or the Company's
transfer  agent of a certificate  representing  Shares and Warrant Shares issued
with a restrictive legend,  deliver or cause to be delivered to such Purchaser a
certificate  representing  such Shares and Warrant  Shares that is free from all
restrictive and other legends.

3.2   Stop  Transfer  Instruction.  The Company may not make any notation on its
      records or give  instructions  to any transfer  agent of the Company which
      enlarge the restrictions on transfer set forth in Section 3.1.

3.2   Reservation  of Warrant  Shares.  The Company at all times shall reserve a
      sufficient number of shares of its authorized but unissued Common Stock to
      provide for the full conversion of the Warrant.  If at any time the number
      of shares  of  Common  Stock  authorized  and  reserved  for  issuance  is
      insufficient  to cover the number of Warrant  Shares  issued and  issuable
      upon exercise of the Warrant  (based on the Exercise  Price (as defined in
      the Warrant) of the Warrant in effect from time to time) without regard to
      any limitation on exercises,  the Company will promptly take all corporate
      action necessary to authorize and reserve such shares  including,  without
      limitation,  calling  a  special  meeting  of  stockholders  to  authorize
      additional  shares to meet the  Company's  obligations  under this Section
      3.3, in the case of an insufficient number of authorized shares, and using
      best  efforts  to  obtain  stockholder  approval  of an  increase  in such
      authorized number of shares.

3.4   Furnishing of Information.  As long as any Purchaser owns shares of Common
      Stock, the Warrant or the Warrant Shares,  the Company covenants to timely
      file  (or  obtain  extensions  in  respect  thereof  and file  within  the
      applicable  grace period) all reports  required to be filed by the Company
      after the date hereof  pursuant to the Exchange  Act.  Upon the request of
      any such  Person,  the  Company  shall  deliver  to such  Person a written
      certification  of a duly authorized  officer as to whether it has complied
      with the  preceding  sentence.  As long as any  Purchaser  owns  shares of
      Common  Stock,  the Warrant or the Warrant  Shares,  if the Company is not
      required  to file  reports  pursuant  to such laws,  it will  prepare  and
      furnish to the Purchasers and make publicly  available in accordance  with
      Rule 144(c) such information as is required for the Purchasers to sell the
      Shares under Rule 144.

3.5   Integration.  The  Company  shall not,  and shall use its best  efforts to
      ensure that no affiliate  of the Company  shall,  sell,  offer for sale or
      solicit  offers to buy or  otherwise  negotiate in respect of any security
      (as defined in Section 2 of the  Securities  Act) that would be integrated
      with the offer or sale of the shares of Common Stock hereunder in a manner
      that would require the  registration  under the Securities Act of the sale
      of the shares Common Stock to the Purchasers,  or that would be integrated
      with  the  offer or sale of the  Shares  for  purposes  of the  rules  and
      regulations  of the Nasdaq  National  Market,  if such  integration  would
      result in a violation of any such rule or regulation.

3.6   Use of Proceeds.  The Company  shall use the net proceeds from the sale of
      the shares of Common Stock hereunder for working capital purposes.

3.7   Best  Efforts.  Each of the parties  hereto  shall use its best efforts to
      satisfy  each of the  conditions  to be  satisfied  by it as  provided  in
      Article IV of this Agreement.

                                   ARTICLE IV
                                   CONDITIONS

4.1 Closing.

      a.  Conditions  Precedent  to the  Obligation  of the  Company to Sell the
Shares of Common Stock and the Warrants.  The  obligation of the Company to sell
the shares of Common  Stock and the Warrants is subject to the  satisfaction  or
waiver by the Company,  at or before the Closing  Date, of each of the following
conditions:

            (i) Accuracy of the Purchasers'  Representations and Warranties. The
representations and warranties of each Purchaser in this Agreement shall be true
and  correct  in all  material  respects  as of the date when made and as of the
Closing Date;

            (ii)  Performance  by the  Purchasers.  Each  Purchaser  shall  have
performed,  satisfied and complied in all material  respects with all covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by such Purchaser at or before the Closing Date; and

            (iii) No Injunction. No statute, rule, regulation,  executive order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by any court or governmental  authority of competent jurisdiction which


                                      E-26
<PAGE>

                                                                    Exhibit 10.2

prohibits  the  consummation  of any of the  transactions  contemplated  by this
Agreement or the Transaction Documents.

      b.  Conditions  Precedent to the  Obligation of the Purchasers to Purchase
the Shares of Common Stock and Warrants at the Closing.  The  obligation of each
Purchaser  hereunder  to acquire and pay for the shares of Common  Stock and the
Warrant at the Closing is subject to the satisfaction or waiver by Purchaser, at
or before the Closing Date, of each of the following conditions:

            (i) Accuracy of the Company's  Representations  and Warranties.  The
representations  and warranties of the Company set forth in this Agreement shall
be true and  correct  in all  respects  as of the date  when  made and as of the
Closing Date;

            (ii)  Performance by the Company.  The Company shall have performed,
satisfied  and  complied in all  respects  with all  covenants,  agreements  and
conditions  required by this  Agreement to be  performed,  satisfied or complied
with by the Company at or before the Closing Date;

            (iii) No Injunction. No statute, rule, regulation,  executive order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by any court or governmental  authority of competent jurisdiction which
prohibits  the  consummation  of any of the  transactions  contemplated  by this
Agreement and the Transaction Documents;

            (iv)  Required  Approvals.  All Required  Approvals  shall have been
obtained; and

            (v) Shares of Common Stock. The Company shall have duly reserved the
number of shares of Common Stock and the number or Warrant Shares  issuable upon
the exercise of the Warrants acquired by the Purchasers on the Closing Date.

                                    ARTICLE V
                                 INDEMNIFICATION

5.1   Indemnification.  The Company will  indemnify and hold the  Purchasers and
      their directors,  officers,  shareholders,  partners, employees and agents
      (each, a "Purchaser Party") harmless from any and all losses, liabilities,
      obligations, claims, contingencies, damages, costs and expenses, including
      all  judgments,  amounts paid in  settlements,  court costs and reasonable
      attorneys' fees and costs of  investigation  that any such Purchaser Party
      may   suffer   or  incur  as  a  result   of  or   relating   to  (a)  any
      misrepresentation,  breach or  inaccuracy,  or any  allegation  by a third
      party that, if true,  would  constitute a breach or inaccuracy,  of any of
      the  representations,  warranties,  covenants  or  agreements  made by the
      Company in this Agreement or in the other  Transaction  Documents;  or (b)
      any cause of action,  suit or claim brought or made against such Purchaser
      Party and solely  arising out of or solely  resulting  from the execution,
      delivery, performance or enforcement of this Agreement or any of the other
      Transaction  Documents.  The Company will reimburse such Purchaser for its
      reasonable   legal  and  other   expenses   (including  the  cost  of  any
      investigation, preparation and travel in connection therewith) incurred in
      connection therewith,  as such expenses are incurred.  Notwithstanding the
      foregoing,  the  Company  shall  not be  required  to  indemnify  any  the
      Purchaser  under the terms of this  Article V with respect to any claim or
      violation  for  which  indemnification  is  expressly  excluded  under the
      Registration Rights Agreement.

                                   ARTICLE VI
                                  MISCELLANEOUS

6.1   Entire Agreement. This Agreement, together with the Exhibits and Schedules
      hereto and the Transaction  Documents contain the entire  understanding of
      the parties with respect to the subject  matter  hereof and  supersede all
      prior agreements and understandings, oral or written, with respect to such
      matters.

6.2   Notices.  Whenever it is provided herein that any notice, demand, request,
      consent,  approval,  declaration  or other  communication  shall or may be
      given to or served upon any of the parties by another,  or whenever any of
      the parties  desires to give or serve upon another any such  communication
      with  respect  to this  Agreement,  each  such  notice,  demand,  request,
      consent, approval,  declaration or other communication shall be in writing
      and either shall be delivered  in person with receipt  acknowledged  or by
      registered or certified mail, return receipt  requested,  postage prepaid,
      or by telecopy and confirmed by telecopy answerback addressed as follows:


                                      E-27
<PAGE>

                                                                    Exhibit 10.2

            If to the Company:

                        Level 8 Systems, Inc.
                        214 Carnegie Center, Suite 303
                        Princeton, New Jersey 08540

 Attn:John P. Broderick

            With a Copy to:

                        Powell, Goldstein, Frazer & Murphy LLP
                        191 Peachtree Street, 16th Floor
                        Atlanta, Georgia 30303
                        Attn:Scott D. Smith, Esq.

            If to the  Purchasers:  To the address set forth on the  counterpart
signature page of such Purchaser.

or at such  other  address  as may be  substituted  by  notice  given as  herein
provided.  The giving of any notice required  hereunder may be waived in writing
by the party  entitled to receive such notice.  Every notice,  demand,  request,
consent, approval,  declaration or other communication hereunder shall be deemed
to have  been  duly  given  and  effective  on the  earliest  of (a) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  number  specified in this Section  prior to 6:30 p.m.  (New York City
time)  on a  business  day,  (b)  the  next  business  day  after  the  date  of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  number  specified in this Section on a day that is not a business day
or later  than 6:30  p.m.  (New York City  time) on any  business  day,  (c) the
business  day  following  the  date of  mailing,  if  sent  by  U.S.  nationally
recognized overnight courier service, or (d) upon actual receipt by the party to
whom such notice is required to be given. As used herein, a "business day" means
any day  except  Saturday,  Sunday  and any day which  shall be a federal  legal
holiday  or a day on which  banking  institutions  in the  State of New York are
authorized or required by law or other governmental action to close.

6.3   Amendments;  Waivers.  No  provision  of this  Agreement  may be waived or
      amended  except  in a  written  instrument  signed,  in  the  case  of  an
      amendment,  by both the Company and each of the Purchasers or, in the case
      of a waiver,  by the party against whom  enforcement of any such waiver is
      sought. No waiver of any default with respect to any provision,  condition
      or requirement of this Agreement shall be deemed to be a continuing waiver
      in the future or a waiver of any other provision, condition or requirement
      hereof,  nor shall any delay or omission of either  party to exercise  any
      right  hereunder  in any  manner  impair  the  exercise  of any such right
      accruing to it thereafter.

6.4   Headings.  The headings herein are for convenience only, do not constitute
      a part of this Agreement and shall not be deemed to limit or affect any of
      the provisions hereof.

6.5   References.  References  herein  to  Sections  are  to  Sections  of  this
      Agreement, unless otherwise expressly provided.

6.6.  Successors  and Assigns;  Assignability.  Neither this  Agreement  nor any
      right,  remedy,  obligation  or liability  arising  hereunder or by reason
      hereof shall be assignable by either the Company or the Purchasers without
      the prior written consent of the other party. In the event that such prior
      written  consent is  obtained  and this  Agreement  is  assigned by either
      party, all covenants  contained herein shall bind and inure to the benefit
      of the parties hereto and their respective successors and assigns.

6.7   No Third-Party  Beneficiaries.  This Agreement is intended for the benefit
      of the  parties  hereto  and their  respective  permitted  successors  and
      assigns  and is not for the benefit  of, nor may any  provision  hereof be
      enforced by, any other Person.

6.8.  Governing  Law;  Waiver  of  Jury  Trial.  All  questions  concerning  the
      construction,  validity,  enforcement and interpretation of this Agreement
      shall be governed by and  construed  and enforced in  accordance  with the
      internal laws of the State of Delaware,  without  regard to the principles
      of  conflicts  of law  thereof.  Each party  agrees  that all  proceedings
      concerning   the   interpretations,   enforcement   and   defense  of  the
      transactions  contemplated  by this  Agreement  and any other  Transaction
      Documents  (whether  brought  against  a party  hereto  or its  respective
      affiliates, directors, officers, shareholders,  employees or agents) (each
      a  "Proceeding")  shall be commenced  exclusively in the state and federal
      courts sitting in the City of New York,  Borough of Manhattan.  Each party
      hereto hereby  irrevocably  submits to the exclusive  jurisdiction  of the
      state and  federal  courts  sitting  in the City of New York,  Borough  of
      Manhattan for the  adjudication of any dispute  hereunder or in connection
      herewith or with any transaction  contemplated  hereby or discussed herein
      (including  with respect to the  enforcement of the any of the Transaction
      Documents), and hereby irrevocably waives, and agrees not to assert in any


                                      E-28
<PAGE>

                                                                    Exhibit 10.2

      Proceeding,   any  claim  that  it  is  not  personally   subject  to  the
      jurisdiction  of any such court,  that such  Proceeding is improper.  Each
      party hereto hereby  irrevocably  waives  personal  service of process and
      consents to process being served in any such  Proceeding by mailing a copy
      thereof via  registered  or  certified  mail or overnight  delivery  (with
      evidence of  delivery)  to such party at the address in effect for notices
      to it under this  Agreement and agrees that such service shall  constitute
      good and  sufficient  service  of  process  and  notice  thereof.  Nothing
      contained  herein  shall be  deemed to limit in any way any right to serve
      process  in  any  manner  permitted  by  law.  Each  party  hereto  hereby
      irrevocably waives, to the fullest extent permitted by applicable law, any
      and all right to trial by jury in any legal  proceeding  arising out of or
      relating to this Agreement or the  transactions  contemplated  hereby.  If
      either party shall  commence a Proceeding  to enforce any  provisions of a
      Transaction  Document,  then the prevailing party in such Proceeding shall
      be reimbursed  by the other party for its  attorneys  fees and other costs
      and expenses incurred with the investigation,  preparation and prosecution
      of such Proceeding.

6.9   Survival.  The  representations,   warranties,  agreements  and  covenants
      contained herein shall survive following the Closing.

6.10  Execution. This Agreement may be executed in two or more counterparts, all
      of  which  when  taken  together  shall  be  considered  one and the  same
      agreement and shall become effective when counterparts have been signed by
      each party and delivered to the other party, it being understood that both
      parties  need  not  sign  the  same  counterpart.  In the  event  that any
      signature is delivered by facsimile  transmission,  such  signature  shall
      create a valid and binding  obligation of the party executing (or on whose
      behalf such  signature is  executed)  with the same force and effect as if
      such facsimile signature page were an original thereof.

6.11  Counterparts.   This   Agreement   may  be   executed  in  any  number  of
      counterparts,  each of which shall be deemed to be an original  and all of
      which together shall be deemed to be one and the same instrument.

6.12  Publicity.  The  Purchasers  shall not issue any press release or make any
      public disclosure  regarding the transactions  contemplated  hereby unless
      such press  release or public  disclosure  is  approved  by the Company in
      advance. Notwithstanding the foregoing, each of the parties hereto may, in
      documents  required  to be filed  by it with  the SEC or other  regulatory
      bodies, make such statements with respect to the transactions contemplated
      hereby  as  each  may be  advised  by  counsel  is  legally  necessary  or
      advisable, and may make such disclosure as it is advised by its counsel is
      required by law.

6.13  Severability.  In case any one or more of the provisions of this Agreement
      shall be  invalid  or  unenforceable  in any  respect,  the  validity  and
      enforceability  of the remaining  terms and  provisions of this  Agreement
      shall not in any way be affected or impaired  thereby and the parties will
      attempt to agree upon a valid and  enforceable  provision which shall be a
      reasonable  substitute therefor,  and upon so agreeing,  shall incorporate
      such substitute provision in this Agreement.

6.14  Further  Assurances.  Each party shall do and perform, or cause to be done
      and  performed,  all such further acts and things,  and shall  execute and
      deliver  all  such  other   agreements,   certificates,   instruments  and
      documents, as the other party may reasonably request in order to carry out
      the  intent  and  accomplish  the  purposes  of  this  Agreement  and  the
      consummation of the transactions contemplated hereby.

6.15  Replacement of Certificates.  If any certificate or instrument  evidencing
      any shares of Common Stock is mutilated,  lost,  stolen or destroyed,  the
      Company shall issue or cause to be issued in exchange and substitution for
      and upon cancellation thereof, or in lieu of and substitution  therefor, a
      new  certificate  or  instrument,   but  only  upon  receipt  of  evidence
      reasonably  satisfactory to the Company of such loss, theft or destruction
      and customary and reasonable indemnity, if requested. The applicants for a
      new certificate or instrument under such circumstances  shall also pay any
      reasonable   third-party  costs  associated  with  the  issuance  of  such
      replacement shares.

6.16  Remedies.  In addition to being  entitled to exercise all rights  provided
      herein or granted  by law,  including  recovery  of  damages,  each of the
      Purchasers and the Company will be entitled to specific  performance under
      this  Agreement  or the  Transaction  Documents.  The  parties  agree that
      monetary damages may not be adequate compensation for any loss incurred by
      reason of any breach of  obligations  described in the foregoing  sentence
      and hereby agrees to waive in any action for specific  performance  of any
      such obligation the defense that a remedy at law would be adequate.

6.17  Independent Nature of Purchasers'  Obligations and Rights. The obligations
      of each  Purchaser  under this Agreement or any  Transaction  Document are
      several and not joint with the obligations of any other Purchaser,  and no
      Purchaser  shall  be  responsible  in any way for the  performance  of the
      obligations of any other Purchaser under this Agreement or any Transaction
      Document.  Nothing contained herein or in any TRANSACTION Document, and no


                                      E-29
<PAGE>

                                                                    Exhibit 10.2

      action  taken  by any  Purchaser  pursuant  thereto,  shall be  deemed  to
      constitute  the  Purchasers  as a  partnership,  an  association,  a joint
      venture  or any other  kind of entity,  or create a  presumption  that the
      Purchasers  are in any way acting in concert or as a group with respect to
      such obligations or the transactions contemplated by this Agreement or any
      the   Transaction   Document.   Each   Purchaser   shall  be  entitled  to
      independently protect and enforce its rights, including without limitation
      the rights arising out of this  Agreement or out of the other  Transaction
      Documents,  and it shall not be  necessary  for any other  Purchaser to be
      joined as an additional party in any proceeding for such purpose.

6.18  Fees  and  Expenses.  Except  as  set  forth  in the  Registration  Rights
      Agreement,  and except as provided  herein,  each Party shall pay the fees
      and expenses of its advisers, accountants and other experts.


IN WITNESS  WHEREOF,  the parties  hereto have caused this  Securities  Purchase
Agreement to be duly executed by their respective  authorized  persons as of the
day and year first above written.

                                    LEVEL 8 SYSTEMS, INC.

                                    By:
                                       --------------------------------------
                                        John P. Broderick
                                        Chief Operating and Financial Officer

                                    PURCHASERS:

                                    [COUNTERPART SIGNATURE PAGES FOLLOW]


                                      E-30
<PAGE>
                                                                    Exhibit 10.2

<TABLE>
<CAPTION>
                                                           NUMBER OF SHARES OF
NAME AND                                                      COMMON STOCK               NUMBER OF
ADDRESS OF PURCHASER                     RESIDENCE           AT CLOSING DATE           WARRANT SHARES          PURCHASE PRICE
--------------------                     ---------           ---------------           --------------          --------------

<S>                                      <C>                       <C>                     <C>                  <C>
Advanced Systems Europe, B.V.
Azrieli Center 3, Triangle Bldg.
2nd Floor
Tel Aviv 67023 Israel                    Israel                    444,444                 111,111              200,000.00

Leonard J. Corwin, M.D.
90 Millburn Avenue
Millburn, NJ 07041                       New Jersey                 44,444                  11,111               20,000.00

Delphi Partners, Ltd.
Bruce Miller
P.O. Box 246

Nantucket, MA 02554                      Massachusetts              55,556                  13,889               25,000.00
C. Glenn Dugdale, Trustee
Box 4550
Greenville, DE 19807                     Delaware                  111,111                  27,778               50,000.00

Alice F. Emerson
39 New Street
P.O. Box 206
Siasconset, MA 02564                     Massachusetts              55,556                  13,889               25,000.00

Steven Grodko
596 South Forest Drive
Teaneck, NJ 07666                        New Jersey                 50,000                  12,500               22,500.00

Joan B. Lemery
10 Railroad Place
Saratoga Spring, NY 12866                New York                   33,333                   8,333               15,000.00

Hailey Mack 7-99 Trust
Fred Mack, Trustee
2115 Linwood Ave.
Fort Lee, NJ 07024                       New Jersey                 16,667                   4,167                7,500.00

Jason Mack 7-99 Trust
Fred Mack, Trustee
2115 Linwood Ave.
Fort Lee, NJ 07024                       New Jersey                 16,667                   4,167                7,500.00

Fredric Mack
2115 Linwood Avenue
Fort Lee, NJ 07024                       New Jersey                 88,889                  22,222               40,000.00

Earle I. Mack Charitable Trust A
2115 Linwood Avenue
Fort Lee, NJ 07024                       New Jersey                166,667                  41,667               75,000.00

Bruce D. Miller
P.O. Box 246
Nantucket, MA 02554                      Massachusetts             111,111                  27,778               50,000.00


                                      E-31
<PAGE>

                                                                    Exhibit 10.2

                                                           NUMBER OF SHARES OF
NAME AND                                                      COMMON STOCK               NUMBER OF
ADDRESS OF PURCHASER                     RESIDENCE           AT CLOSING DATE           WARRANT SHARES          PURCHASE PRICE
--------------------                     ---------           ---------------           --------------          --------------

John Robinson
12 Great Wood Lane
Malvern, PA 19355                        Pennsylvania               55,556                  13,889               25,000.00

Silvergraph Studios LLC
James R. Simpson
455 Reservation Road, Suite G
Marina, CA 93933                         California                 66,667                  16,667               30,000.00

Virginia Spivak
899 Worcester Lane
Lakeworth, FL 33467                      Florida                    44,444                  11,111               20,000.00

James M. Stevens
8818 Ashridge Park Drive
Spring, TX 77379                         Texas                     111,111                  27,778               50,000.00

Blackrock Turnpike Medical Group FBO -
Hervey Weitzman
68 North Park Avenue
Easton, CT 06612                         Connecticut                55,556                  13,889               25,000.00

Larry B. Whelden
Box 388
Nantucket, MA 02554                      Massachusetts             111,111                  27,778               50,000.00

James Wilkins, Ph.D.
21 Clark Road
Woodbridge, CT 06525                     Connecticut                55,556                  13,889               25,000.00

Roger A. Wittenbach
10 Woodward Lane
Lutherville, MD 21093                    Maryland                   55,556                  13,889               25,000.00

Jack Wolfe
1212 Avenue of the Americas
New York, NY 10104                       New York                   33,333                   8,333               15,000.00

C.G. & J.O. Dugdale CRT 1/17/90
Matthew Yaakovian, Trustee
P.O. Box 4550
Greenville, DE 19807                     Delaware                  111,111                  27,778               50,000.00
</TABLE>


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