<PAGE>

                                  EXHIBIT 10(a)


                          SECURITIES PURCHASE AGREEMENT


         THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of July
18, 2000, among FORTEL INC., a California corporation (the "COMPANY"), and the
investors signatory hereto (each such investor is a "PURCHASER" and all such
investors are, collectively, the "Purchasers").

         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, severally and not jointly, desire to purchase from the Company,
shares of the Company's common stock, no par value per share (the "COMMON
STOCK"), and certain other securities of the Company as more fully described in
this Agreement.

         NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in
this Agreement, and for other good and valuable consideration the receipt and
adequacy are hereby acknowledged, the Company and the Purchasers agree as
follows:

                                    ARTICLE 1

                                PURCHASE AND SALE

         THE CLOSING.

                  THE CLOSING.

                           Subject  to the terms and conditions set forth in
                                    this Agreement, the Company shall issue and
                                    sell to the Purchasers and the Purchasers
                                    shall, severally and not jointly, purchase
                                    an aggregate of 2,191,781 shares of Common
                                    Stock (the "SHARES") for an aggregate
                                    purchase price of $5,000,000. The closing of
                                    the purchase and sale of the Shares (the
                                    "CLOSING") shall take place at the offices
                                    of Robinson Silverman Pearce Aronsohn &
                                    Berman LLP ("ROBINSON SILVERMAN"), 1290
                                    Avenue of the Americas, New York, New York
                                    10104, immediately following the execution
                                    hereof or such later date as the parties
                                    shall agree. The date of the Closing is
                                    hereinafter referred to as the "CLOSING
                                    DATE."

                             At the Closing, the parties shall deliver or
                                    shall cause to be delivered the following:
                                    (A) the Company shall deliver to each
                                    Purchaser (1) a stock certificate
                                    representing the number of Shares indicated
                                    below such Purchaser's name on the signature
                                    page of this Agreement, registered in the
                                    name of such Purchaser, (2) a Common Stock
                                    purchase warrant, in the form of EXHIBIT A,
                                    registered in the name of such Purchaser,
                                    pursuant to which such Purchaser shall have
                                    the



                                       EXHIBIT 10(A)-1.
<PAGE>


                                    right to acquire shares of Common Stock
                                    upon the terms and in such number as set
                                    forth therein (each a "WARRANT" and
                                    collectively, the "WARRANTS"), (3) the legal
                                    opinion of Cooley Godward LLP, outside
                                    counsel to the Company, substantially in the
                                    form of EXHIBIT D, (4) an executed
                                    Registration Rights Agreement, dated the
                                    date hereof, among the Company and the
                                    Purchasers, in the form of EXHIBIT B (the
                                    "REGISTRATION RIGHTS AGREEMENT") and (5) the
                                    Escrow Agreement (the "ESCROW AGREEMENT") of
                                    even date hereof, among the Company, Rochon
                                    Capital Group, Ltd. and Lasalle National
                                    Bank (the "ESCROW AGENT"), and (B) each
                                    Purchaser shall deliver to the Escrow Agent
                                    for delivery in accordance with the Escrow
                                    Agreement) (1) the purchase price indicated
                                    below such Purchaser's name on the signature
                                    page to this Agreement in United States
                                    dollars in immediately available funds by
                                    wire transfer as designated in the Escrow
                                    Agreement for such purpose, and (2) an
                                    executed Registration Rights Agreement and
                                    Escrow Agreement.

         CERTAIN  DEFINED TERMS. For purposes of this Agreement, "TRADING DAY"
                  and "PER SHARE MARKET VALUE" shall have the meanings set forth
                  in EXHIBIT A and "BUSINESS DAY" shall mean 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 or California are authorized or required by law or
                  other governmental action to close. A "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.

                                    ARTICLE 2

                         REPRESENTATIONS AND WARRANTIES

         REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby makes
                  the following representations and warranties to the
                  Purchasers:

                  ORGANIZATION AND QUALIFICATION. The Company is a corporation
                           duly incorporated, validly existing and in good
                           standing under the laws of the State of California,
                           with the requisite corporate power and authority to
                           own and use its properties and assets and to carry on
                           its business as currently conducted. The Company has
                           no subsidiaries other than as set forth in SCHEDULE
                           2.1(A) (collectively, the "SUBSIDIARIES"). Each of
                           the Subsidiaries is an entity, duly incorporated or
                           otherwise organized, validly existing and in good
                           standing under the laws of the jurisdiction of its
                           incorporation or organization (as applicable), with
                           the requisite power and authority to own and use its
                           properties and assets and to carry on its business as
                           currently conducted. Each of the Company and the
                           Subsidiaries is duly qualified to do business and is
                           in good standing as a


                                       EXHIBIT 10(A)-2.
<PAGE>


                           foreign corporation or other entity 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, could not, individually or in the
                           aggregate, (x) adversely affect the legality,
                           validity or enforceability of the Securities (as
                           defined below) or any of this Agreement, the
                           Registration Rights Agreement, the Escrow Agreement
                           or the Warrants (collectively, the "TRANSACTION
                           DOCUMENTS"), (y) have or result in a material adverse
                           effect on the results of operations, assets,
                           prospects, or condition (financial or otherwise) of
                           the Company and the Subsidiaries, taken as a whole,
                           or (z) adversely impair the Company's ability to
                           perform fully on a timely basis its obligations under
                           any of the Transaction Documents (any of (x), (y) or
                           (z), a "MATERIAL ADVERSE EFFECT").

                  AUTHORIZATION; ENFORCEMENT. The Company has the requisite
                           corporate power and authority to enter into and to
                           consummate the transactions contemplated by each of
                           the Transaction Documents and otherwise to carry out
                           its obligations thereunder. The execution and
                           delivery of each of the Transaction Documents by the
                           Company and the consummation by it of the
                           transactions contemplated thereby have been duly
                           authorized by all necessary action on the part of the
                           Company and no further action is required by the
                           Company. Each of 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. Neither the Company nor any Subsidiary is
                           in violation of any of the provisions of its
                           respective certificate or articles of incorporation,
                           by-laws or other organizational or charter documents.

                  CAPITALIZATION. The number of authorized, issued and
                           outstanding capital stock of the Company is set forth
                           in SCHEDULE 2.1(C). Except as disclosed in SCHEDULE
                           2.1(C), the Company owns all of the capital stock of
                           each Subsidiary. No shares of Common Stock are
                           entitled to preemptive or similar rights, nor is any
                           holder of the securities of the Company entitled to
                           preemptive or similar rights arising out of any
                           agreement or understanding with the Company or any
                           Subsidiary by virtue of any of the Transaction
                           Documents. Except as a result of the purchase and
                           sale of the Shares and the Warrants and except as
                           disclosed in SCHEDULE 2.1(C), 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, Warrants or Underlying Shares (as hereinafter
                           defined) will not



                                       EXHIBIT 10(A)-3.
<PAGE>



                           obligate the Company to issue shares of Common Stock
                           or other securities to any Person other than the
                           Purchaser and will not result in a right of any
                           holder of Company securities to adjust the exercise
                           or conversion or reset price under such securities.

                  ISSUANCE OF THE SECURITIES. The Securities (as defined herein)
                           are duly authorized and, when issued and paid for in
                           accordance with the terms hereof and the Warrants,
                           shall have been duly and validly issued, fully paid
                           and nonassessable, free and clear of all liens,
                           encumbrances and rights of first refusal of any kind
                           (collectively, "LIENS"). The Company has reserved
                           5,341,126 duly authorized shares of Common Stock for
                           issuance hereunder and upon exercise of the Warrants
                           (the "INITIAL MINIMUM"). The shares of Common Stock
                           issuable upon exercise of the Warrants are referred
                           to herein as the "UNDERLYING SHARES." The Shares, the
                           Warrant and the Underlying Shares are collectively
                           referred to herein as, the "SECURITIES."

                      NO CONFLICTS. The execution, delivery and performance of
                           the Transaction Documents by the Company and the
                           consummation by the Company of the transactions
                           contemplated thereby do not and will not (i) conflict
                           with or violate any provision of the Company's or any
                           Subsidiary's certificate or articles of
                           incorporation, bylaws or other charter documents
                           (each as amended through the date hereof), or (ii)
                           subject to obtaining the Required Approvals (as
                           defined below), 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 (with or without notice,
                           lapse of time or both) of, any agreement, credit
                           facility, debt or other instrument (evidencing a
                           Company or Subsidiary debt or otherwise) or other
                           understanding to which the Company or any Subsidiary
                           is a party or by which any property or asset of the
                           Company or any Subsidiary is bound or affected, or
                           (iii) result in a violation of any law, rule,
                           regulation, order, judgment, injunction, decree or
                           other restriction of any court or govern-mental
                           authority to which the Company or a Subsidiary is
                           subject (including federal and state securities laws
                           and regulations), or by which any property or asset
                           of the Company or a Subsidiary is bound or affected;
                           except in the case of each of clauses (ii) and (iii),
                           as could not, individually or in the aggregate, have
                           or result in a Material Adverse Effect. The business
                           of the Company is not being conducted in violation of
                           any law, ordinance or regulation of any governmental
                           authority, except for violations which, individually
                           or in the aggregate, could not have or result in a
                           Material Adverse Effect.

                  FILINGS, CONSENTS AND APPROVALS. Neither the Company nor any
                           Subsidiary is 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 or other Person in connection with the
                           execution, delivery and performance by the Company


                                       EXHIBIT 10(A)-4.
<PAGE>


                           of the Transaction Documents, other than (i) the
                           filings required pursuant to Section 3.10,
                           (ii) the filing with the Securities and Exchange
                           Commission (the "COMMISSION") of a registration
                           statement meeting the requirements set forth in the
                           Registration Rights Agreement and covering the resale
                           of the Shares and the Underlying Shares by the
                           Purchasers (the "UNDERLYING SHARES REGISTRATION
                           STATEMENT"), (iii) the application(s) to the
                           Nasdaq Smallcap Market ("NASDAQ") for the listing
                           of the Underlying Shares for trading on the
                           NASDAQ (and with any other national securities
                           exchange or market on which the common Stock
                           is then listed) in the time and manner
                           required thereby; (iv) applicable Blue Sky filings,
                           and (v) in all other cases where the failure to
                           obtain such consent, waiver, authorization or order,
                           or to give such notice or make such filing or
                           registration could not have or result in,
                           individually or in the aggregate, a Material Adverse
                           Effect (collectively, the "REQUIRED APPROVALS").

                  LITIGATION; PROCEEDINGS. Except as specifically described in
                           the SEC Reports, there is no action, suit, inquiry,
                           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, arbitrator,
                           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 the Transaction Documents or
                           the Securities or (ii) could, if there were an
                           unfavorable decision individually or in the
                           aggregate, have or result in a Material Adverse
                           Effect, (iii) neither the Company nor any Subsidiary,
                           nor any director or officer thereof, is or has been
                           the subject of any Action involving (A) a claim of
                           violation of or liability under federal or state
                           securities laws or (B) a claim of breach of fiduciary
                           duty; (iv) the Company does not have pending before
                           the Commission any request for confidential treatment
                           of information and the Company has no knowledge of
                           any expected such request that would be made prior to
                           the Effectiveness Date (as defined in the
                           Registration Rights Agreement); and (v) there has not
                           been, during the three years preceding the date of
                           this Agreement and to the best of the Company's
                           knowledge there is not pending or contemplated, any
                           investigation by the Commission involving the Company
                           or any current or former director or officer of the
                           Company.

                      NO DEFAULT OR VIOLATION. Neither the Company nor any
                           Subsidiary (i) is in default under or in violation of
                           (and no event has occurred which has not been waived
                           which, with notice or lapse of time or both, would
                           result in a default by the Company or any Subsidiary
                           under), nor has the Company or any Subsidiary
                           received notice of a claim that it is in default
                           under or that it is in violation of, any indenture,
                           loan or 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, (ii) is in violation
                           of any order of any court, arbitrator or governmental
                           body, or (iii) is in violation of any statute, rule
                           or


                                       EXHIBIT 10(A)-5.
<PAGE>


                           regulation of any governmental authority, in each
                           case of clauses (i), (ii) or (iii) above, except as
                           could not individually or in the aggregate, have or
                           result in a Material Adverse Effect.

                   PRIVATE OFFERING. Assuming the accuracy of the
                           representations and warranties of the Purchasers set
                           forth in Sections 2.2(b)-(g), the offer, issuance and
                           sale of the Securities to the Purchasers as
                           contemplated hereby are exempt from the registration
                           requirements of the Securities Act of 1933, as
                           amended (the "SECURITIES ACT"). Neither the Company
                           nor any Person acting on its behalf has taken or is,
                           to the knowledge of the Company, contemplating taking
                           any action which could subject the offering, issuance
                           or sale of the Securities to the registration
                           requirements of the Securities Act including
                           soliciting any offer to buy or sell the Securities by
                           means of any form of general solicitation or
                           advertising.

                      SEC REPORTS; FINANCIAL STATEMENTS. The Company has filed
                           all reports required to be filed by it under the
                           Securities Exchange Act of 1934, as amended (the
                           "EXCHANGE ACT"), including pursuant to Section 13(a)
                           or 15(d) thereof, for the two years preceding the
                           date hereof (or such shorter period as the Company
                           was required by law to file such material) (the
                           foregoing materials being collectively referred to
                           herein as the "SEC REPORTS" and, together with the
                           Schedules to this Agreement, the "DISCLOSURE
                           MATERIALS") on a timely basis or has received a valid
                           extension of such time of filing and has filed any
                           such SEC Reports prior to the expiration of any such
                           extension. As of their respective dates, the SEC
                           Reports 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 Reports,
                           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. All material agreements to which the
                           Company is a party or to which the property or assets
                           of the Company are subject have been filed as
                           exhibits to the SEC Reports as required under the
                           Exchange Act. The financial statements of the Company
                           included in the SEC Reports 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. Since March 31, 2000, except as
                           specifically disclosed in the SEC Reports, (a) there
                           has been no event,


                                       EXHIBIT 10(A)-6.
<PAGE>



                           occurrence or development that has or that could
                           result in a Material Adverse Effect,
                           (b) the Company has not incurred any liabilities
                           (contingent or otherwise) other than (x) liabilities
                           incurred in the ordinary course of business
                           consistent with past practice and (y) 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, (c)
                           the Company has not altered its method of accounting
                           or the identity of its auditors and (d) the Company
                           has not declared or made any payment or distribution
                           of cash or other property to its stockholders or
                           officers or directors (other than in compliance with
                           existing Company stock option plans) with respect to
                           its capital stock, or purchased, redeemed (or made
                           any agreements to purchase or redeem) any shares of
                           its capital stock.

                  INVESTMENT COMPANY. The Company is not, and is not an
                           Affiliate (as defined in Rule 405 under the
                           Securities Act) of, an "INVESTMENT COMPANY" within
                           the meaning of the Investment Company Act of 1940, as
                           amended.

                   CERTAIN FEES. Except for certain fees payable to Rochon
                           Capital Group, Ltd., by the Company, no fees or
                           commissions will be payable by the Company to any
                           broker, financial advisor or consultant, finder,
                           placement agent, investment banker, bank or other
                           Person with respect to the transactions contemplated
                           by this Agreement. The Purchasers 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 that
                           may be due in connection with the transactions
                           contemplated by this Agreement. The Company shall
                           indemnify and hold harmless the Purchasers, their
                           employees, officers, directors, agents, and partners,
                           and their respective Affiliates, from and against all
                           claims, losses, damages, costs (including the costs
                           of preparation and attorney's fees) and expenses
                           suffered in respect of any such claimed or existing
                           fees, as such fees and expenses are incurred.

                  SOLICITATION MATERIALS. Neither the Company nor any Person
                           acting on the Company's behalf has solicited any
                           offer to buy or sell the Securities by means of any
                           form of general solicitation or advertising.

                  FORM S-3 ELIGIBILITY. The Company is eligible to register
                           its Common Stock for resale under Form S-3
                           promulgated under the Securities Act.

                  LISTING  AND MAINTENANCE REQUIREMENTS. Except as set forth in
                           SCHEDULE 2.1(O), the SEC Reports, the Company has
                           not, in the two years preceding the date hereof
                           received notice (written or oral) from the NASDAQ any
                           stock exchange, market or trading facility on which
                           the Common Stock is or has been listed (or on which
                           it has been quoted) to the effect that the Company is
                           not in compliance with the listing or maintenance
                           requirements of such exchange, market or trading
                           facility. The Company is, and has no reason to
                           believe that it will not in the foreseeable future


                                       Exhibit 10(A)-7.
<PAGE>


                           continue to be, in compliance with all such listing
                           and maintenance requirements.

                   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
                           rights which are necessary or material for use in
                           connection with their respective businesses as
                           described in the SEC Reports and which the failure to
                           so have would have 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 its Subsidiaries violates or
                           infringes upon the rights of any Person. To the best
                           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.

                  REGISTRATION RIGHTS; RIGHTS OF PARTICIPATION. Except as set
                           forth on SCHEDULE 6(B) to the Registration Rights
                           Agreement, 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 which
                           has not been satisfied. Except as set forth on
                           SCHEDULE 6(B) to the Registration Rights Agreement,
                           no Person 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.

                  REGULATORY PERMITS. The Company and its Subsidiaries possess
                           all certificates, authorizations and permits issued
                           by the appropriate federal, state or foreign
                           regulatory authorities necessary to conduct their
                           respective businesses as described in the SEC
                           Reports, except where the failure to possess such
                           permits could not, individually or in the aggregate,
                           have or result in a Material Adverse Effect
                           ("MATERIAL PERMITS"), and neither the Company nor any
                           such Subsidiary has received any notice of
                           proceedings relating to the revocation or
                           modification of any Material Permit.

                  TITLE.   The Company and the Subsidiaries do not have title to
                           any real property. Any real property and facilities
                           held under lease by the Company and its Subsidiaries
                           are held by them under valid, subsisting and
                           enforceable leases of which the Company and its
                           Subsidiaries are in compliance and do not interfere
                           with the use made and proposed to be made of such
                           property and buildings by the Company and its
                           Subsidiaries.

                  LABOR RELATIONS. No material labor problem exists or, to
                           the knowledge of the Company, is imminent with
                           respect to any of the employees of the Company.


                                       EXHIBIT 10(A)-8.
<PAGE>


                  DISCLOSURE. The Company confirms that neither it nor any other
                           Person acting on its behalf has provided any of the
                           Purchasers or its agents or counsel with any
                           information that constitutes or might constitute
                           material non-public information. The Company
                           understands and confirms that the Purchasers shall be
                           relying 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, 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.

         REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. Each Purchaser hereby
                  for itself and for no other Purchaser represents and warrants
                  to the Company as follows:

                  ORGANIZATION; AUTHORITY. Such Purchaser is an entity duly
                           organized, validly existing and in good standing
                           under the laws of the jurisdiction of its
                           organization with the requisite corporate or
                           partnership power and authority to enter into and to
                           consummate the transactions contemplated by the
                           Transaction Documents and otherwise to carry out its
                           obligations thereunder. The purchase by such
                           Purchaser of the Securities hereunder has been duly
                           authorized by all necessary action on the part of
                           such Purchaser. Each of this Agreement and the
                           Registration Rights Agreement has been duly executed
                           by such Purchaser, and when delivered by such
                           Purchaser in accordance with the terms hereof, will
                           constitute the valid and legally binding obligation
                           of such Purchaser, enforceable against it in
                           accordance with its terms.

                  INVESTMENT INTENT. Such Purchaser is acquiring the Securities
                           as principal for its own account for investment
                           purposes only and not with a view to or for
                           distributing or reselling such Securities or any part
                           thereof, without prejudice, however, to such
                           Purchaser's right, sub-jet to the provisions of this
                           Agreement, the Registration Rights Agreement and the
                           Warrants, at all times to sell or otherwise dispose
                           of all or any part of such Securities pursuant to an
                           effective registration statement under the Securities
                           Act or under an exemption from such registration and
                           in compliance with applicable federal and state
                           securities laws. Nothing contained herein shall be
                           deemed a representation or warranty by such Purchaser
                           to hold Securities for any period of time. Such
                           Purchaser is acquiring the Securities 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
                           the Securities.

                 PURCHASER STATUS. At the time such Purchaser was offered the
                           Securities, it was, and at the date hereof it is, and
                           at each exercise date under its respective


                                       EXHIBIT 10(A)-9.
<PAGE>


                           Warrants, it will be, an "ACCREDITED INVESTOR" as
                           defined in Rule 501(a) under the Securities Act.

                  EXPERIENCE OF SUCH PURCHASER. Such Purchaser, either alone or
                           together with its representatives, has 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 Securities, and has so evaluated
                           the merits and risks of such investment.

                  ABILITY OF SUCH PURCHASER TO BEAR RISK OF INVESTMENT. Such
                           Purchaser is able to bear the economic risk of an
                           investment in the Securities and, at the pre-sent
                           time, is able to afford a complete loss of such
                           investment.

                  ACCESS TO INFORMATION. Such Purchaser acknowledges that it
                           has reviewed the Disclosure Materials and has been
                           afforded (i) the opportunity to ask such questions as
                           it has deemed necessary of, and to receive answers
                           from, representatives of the Company concerning the
                           terms and conditions of the offering of the
                           Securities and the merits and risks of investing in
                           the Securities; (ii) access to information about the
                           Company and the Company's financial condition,
                           results of operations, business, proper-ties,
                           management and prospects sufficient to enable it to
                           evaluate its investment; and (iii) the opportunity to
                           obtain such additional information which the Company
                           possesses or can acquire without unreasonable effort
                           or expense that is necessary to make an informed
                           investment decision with respect to the investment
                           and to verify the accuracy and completeness of the
                           information contained in the Disclosure Materials.
                           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 Disclosure Materials
                           and the Company's representations and warranties
                           contained in the Transaction Documents.

                  GENERAL SOLICITATION. Such Purchaser is not purchasing the
                           Securities as a result of or subsequent to any
                           advertisement, article, notice or other communication
                           regarding the Securities published in any newspaper,
                           magazine or similar media or broadcast over
                           television or radio or presented at any seminar or
                           any other general solicitation or general
                           advertisement.

                  RELIANCE.Such Purchaser understands and acknowledges that (i)
                           the Securities are being offered and sold to it
                           without registration under the Securities Act in a
                           private placement that is exempt from the
                           registration provisions of the Securities Act and
                           (ii) the availability of such exemption, depends in
                           part on, and the Company will rely upon the accuracy
                           and truthfulness of, the foregoing representations
                           and such Purchaser hereby consents to such reliance.



                                       EXHIBIT 10(A)-10.
<PAGE>



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

                                    ARTICLE 3

                         OTHER AGREEMENTS OF THE PARTIES

         TRANSFER RESTRICTIONS.

                  Securities may only be disposed of pursuant to an effective
                           registration statement under the Securities Act, to
                           the Company or pursuant to an available exemption
                           from or in a transaction not subject to the
                           registration requirements of the Securities Act, and
                           in compliance with any applicable federal and state
                           securities laws. In connection with any transfer of
                           Securities other than pursuant to an effective
                           registration statement or to the Company, except as
                           otherwise set forth herein, the Company may require
                           the transferor thereof to provide to the Company an
                           opinion of counsel selected by the transferor, the
                           form and substance of which opinion shall be
                           reasonably satisfactory to the Company, to the effect
                           that such transfer does not require registration of
                           such transferred Securities under the Securities Act.
                           Any such transferee shall agree in writing to be
                           bound by the terms of this Agreement and shall have
                           the rights of a Purchaser under this Agreement and
                           the Registration Rights Agreement.

                       The Purchasers agree to the imprinting, so long as is
                           required by this Section 3.1(b), of the following
                           legend on the Securities:

         NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES
ARE EXERCISABLE HAVE 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.

         Neither the Shares nor the Underlying Shares shall contain the legend
set forth above nor any other legend while an Underlying Shares Registration
Statement is effective under the Securities Act (and the Company has received
confirmation that the Underlying Shares have been sold pursuant thereto) or the
holder is relying on Rule 144 promulgated under the Securities Act ("RULE 144")
in connection with the resale of such Underlying Shares, or in the event there
is not an effective Underlying Shares Registration Statement and Rule 144 is not
then available for resale of the Underlying Shares, at such time, as such legend
is not required under applicable requirements of the Securities Act (including
judicial interpretations and pronouncements issued


                                       EXHIBIT 10(A)-11.
<PAGE>


by the staff of the Commission). The Company agrees that, following the date
that an Underlying Shares Registration Statement is declared effective by the
Commission (such date, the "EFFECTIVE DATE"), it will, no later than three
(3) Trading Days following the delivery by such Purchaser to the Company of a
certificate or certificates representing Shares or Underlying Shares issued
with a restrictive legend and the Company's receipt of confirmation that a
Purchaser has sold Underlying Shares pursuant to an effective Registration
Statement, deliver to such Purchaser certificates representing such Shares
which shall be free from all restrictive and other legends. The Company may
not make any notation on its records or give instructions to any transfer
agent of the Company which enlarge the restrictions of transfer set forth in
this Section.

         ACKNOWLEDGMENT OF DILUTION. The Company acknowledges that the issuance
                  of Underlying Shares upon exercise of the Warrants will result
                  in dilution of the outstanding shares of Common Stock, which
                  dilution may be substantial under certain market conditions.
                  The Company further acknowledges that its obligation to issue
                  Underlying Shares upon exercise of the Warrants is
                  unconditional and absolute, subject to the limitations set
                  forth in the Warrants regardless of the effect of any such
                  dilution.

         FURNISHING OF INFORMATION. As long as the Purchasers own Securities,
                  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 Section 13(a) or 15(d) of the Exchange Act.
                  As long as the Purchasers own Securities, if the Company is
                  not required to file reports pursuant to such sections, it
                  will prepare and furnish to the Purchasers and make publicly
                  available in accordance with Rule 144(c) promulgated under the
                  Securities Act such information as is required for the
                  Purchasers to sell the Securities under Rule 144 promulgated
                  under the Securities Act. The Company further covenants that
                  it will take such further action as any holder of Securities
                  may reasonably request, all to the extent required from time
                  to time to enable such Person to sell Underlying Shares
                  without registration under the Securities Act within the
                  limitation of the exemptions provided by Rule 144 promulgated
                  under the Securities Act, including causing its attorneys to
                  render and deliver any legal opinion required in order to
                  permit a Purchaser to receive Underlying Shares free of all
                  restrictive legends and to subsequently sell Underlying Shares
                  under Rule 144 upon receipt of a notice of an intention to
                  sell or other form of notice having a similar effect. 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 such requirements.

         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 Securities in a manner that would require the
                  registration under the Securities Act of the sale of the
                  Securities to the Purchasers, or that would be integrated with
                  the offer or sale of the Securities for the purposes of the
                  rules and regulations of NASDAQ.


                                       EXHIBIT 10(A)-12.
<PAGE>


         INCREASE IN AUTHORIZED SHARES. If on any date the Company would be, if
                  a notice of exercise were to be delivered on such date,
                  precluded from issuing the sum of 175% of the number of
                  Underlying Shares then issuable upon exercise in full of the
                  Warrants (the "CURRENT REQUIRED MINIMUM") due to the
                  unavailability of a sufficient number of authorized but
                  unissued or reserved shares of Common Stock, then the Board of
                  Directors of the Company shall promptly (and in any case,
                  within 30 Business Days from such date) prepare and mail to
                  the stockholders of the Company proxy materials requesting
                  authorization to amend the Company's certificate or articles
                  of incorporation to increase the number of shares of Common
                  Stock which the Company is authorized to issue to at least
                  such number of shares as reasonably requested by the
                  Purchasers in order to provide for such number of authorized
                  and unissued shares of Common Stock to enable the Company to
                  comply with its issuance, exercise and reservation of shares
                  obligations as set forth in this Agreement and the Warrants
                  (the sum of (x) the number of shares of Common Stock then
                  outstanding plus all shares of Common Stock issuable upon
                  exercise of all outstanding options, warrants and convertible
                  instruments other than the Warrants and (y) the Current
                  Required Minimum, shall be a reasonable number). In connection
                  therewith, the Board of Directors shall (a) adopt proper
                  resolutions authorizing such increase, (b) recommend to and
                  otherwise use its best efforts to promptly and duly obtain
                  stockholder approval to carry out such resolutions (and hold a
                  special meeting of the stockholders no later than the earlier
                  to occur of the 60th day after delivery of the proxy materials
                  relating to such meeting and the 90th day after request by a
                  holder of Warrants to issue the number of Underlying Shares in
                  accordance with the terms hereof) and (c) within five Business
                  Days of obtaining such stockholder authorization, file an
                  appropriate amendment to the Company's certificate or articles
                  of incorporation to evidence such increase.

         RESERVATION AND LISTING OF UNDERLYING SHARES.

                     The Company shall (i) in the time and manner required by
                           NASDAQ and such other exchange, market or quotation
                           system on which the Common Stock is traded, prepare
                           and file with NASDAQ (and such national securities
                           exchange, market, trading or quotation facility on
                           which the Common Stock is then traded) an additional
                           shares listing application covering a number of
                           shares of Common Stock which is not less than the
                           Initial Minimum, (ii) take all steps necessary to
                           cause such shares of Common Stock to be approved for
                           listing in the NASDAQ (as well as on any such other
                           national securities exchange or market or trading or
                           quotation facility on which the Common Stock is then
                           listed) as soon as possible thereafter, and (iii)
                           provide to the Purchasers evidence of such listing,
                           and the Company shall maintain the listing of its
                           Common Stock thereon. If the number of Underlying
                           Shares issuable upon exercise of the then unexercised
                           portion of the Warrants exceeds 85% of the number of
                           Underlying Shares previously listed on account
                           thereof with NASDAQ (and any such other required
                           exchanges), then the Company shall take the



                                       EXHIBIT 10(A)-13.
<PAGE>



                           necessary actions to immediately list a number of
                           Underlying Shares as equals no less than the then
                           Current Required Minimum.

                     The Company shall maintain a reserve of shares of Common
                           Stock for issuance upon exercise in full of the
                           Warrants in accordance with this Agreement and the
                           Warrants, respectively, in such amount as may be
                           required to fulfill its obligations in full under the
                           Transaction Documents, which reserve shall equal no
                           less than the then Current Required Minimum.

         EXERCISE PROCEDURES. The Form of Election to Purchase under the
                  Warrants set forth the totality of the procedures with respect
                  to the exercise of the Warrants, including the form of legal
                  opinion, if necessary, that shall be rendered to the Company's
                  transfer agent and such other information and instructions as
                  may be reasonably necessary to enable the Purchasers to
                  exercise their Warrants.

         EXERCISE OBLIGATIONS. The Company shall honor exercises of the Warrants
                  and shall deliver Underlying Shares in accordance with the
                  terms, conditions and time periods set forth in the Warrants.

         RIGHT OF FIRST REFUSAL; SUBSEQUENT REGISTRATIONS.

                     The Company shall not, directly or indirectly, without
                           the prior written consent of the Purchasers, offer,
                           sell, grant any option to purchase, or otherwise
                           dispose of (or announce any offer, sale, grant or any
                           option to purchase or other disposition) any of its
                           equity or equity-equivalent securities or securities
                           of any of its Affiliates that are exchangeable or
                           convertible (directly or indirectly) for shares of
                           Common Stock, including the issuance of any debt or
                           other instrument at any time over the life thereof
                           convertible into or exchangeable for Common Stock
                           (collectively, a "SUBSEQUENT PLACEMENT") until the
                           expiration of the 180th day after the Effective Date,
                           provided, that such 180 day period shall be extended
                           for the number of Trading Days during such period (A)
                           in which trading in the Common Stock is suspended by
                           any securities exchange or market or quotation system
                           on which the Common Stock is then listed, or (B)
                           during which the Underlying Shares Registration
                           Statement is not effective, or (C) during which the
                           prospectus included in the Underlying Shares
                           Registration Statement may not be used by the holders
                           thereof for the resale of Underlying Shares, unless
                           (A) the Company delivers to each of the Purchasers a
                           written notice (the "SUBSEQUENT PLACEMENT NOTICE") of
                           its intention to effect such Subsequent Placement,
                           which Subsequent Placement Notice shall describe in
                           reasonable detail the proposed terms of such
                           Subsequent Placement, the amount of proceeds intended
                           to be raised thereunder, the Person with whom such
                           Subsequent Placement shall be effected, and attached
                           to which shall be a term sheet or similar document
                           relating thereto and (B) such Purchaser shall not
                           have notified the Company by 6:30 p.m. (New York City
                           time) on the tenth Trading Day after its receipt of
                           the Subsequent Placement Notice of its willingness to


                                       EXHIBIT 10(A)-14.
<PAGE>


                           provide (or to cause its sole designee to provide),
                           subject to completion of mutually acceptable
                           documentation, financing to the Company on the same
                           terms set forth in the Subsequent Placement Notice.
                           If the Purchasers shall fail to notify the Company of
                           their intention to enter into such negotiations
                           within such time period, the Company may effect the
                           Subsequent Placement substantially upon the terms and
                           to the Persons (or Affiliates of such Persons) set
                           forth in the Subsequent Placement Notice; provided,
                           that the Company shall provide the Purchasers with a
                           second Subsequent Placement Notice, and the
                           Purchasers shall again have the right of first
                           refusal set forth above in this paragraph (a), if the
                           Subsequent Placement subject to the initial
                           Subsequent Placement Notice shall not have been
                           consummated for any reason on the terms set forth in
                           such Subsequent Placement Notice within 30 Trading
                           Days after the date of the initial Subsequent
                           Placement Notice with the Person (or an Affiliate of
                           such Person) identified in the Subsequent Placement
                           Notice. If the Purchasers shall indicate a
                           willingness to provide financing in excess of the
                           amount set forth in the Subsequent Placement Notice,
                           then each Purchaser shall be entitled to provide
                           financing pursuant to such Subsequent Placement
                           Notice up to an amount equal to such Purchaser's
                           pro-rata portion of the aggregate number of Shares
                           purchased by such Purchaser under this Agreement, but
                           the Company shall not be required to accept financing
                           from the Purchasers in an amount in excess of the
                           amount set forth in the Subsequent Placement Notice.
                           The right of first refusal set forth in this Section
                           shall not apply to (i) the granting of options or
                           warrants to employees, officers, consultants and
                           directors, and the issuance of shares upon exercise
                           of options and warrants granted, under any stock
                           option plan or employee stock purchase plan
                           heretofore or hereinafter duly adopted by the
                           Company, (ii) shares of Common Stock issuable upon
                           exercise of any currently outstanding warrants and
                           upon conversion of any currently outstanding
                           convertible securities of the Company, in each case
                           disclosed in SCHEDULE 2.1(C), but not with respect to
                           any amendment or modification thereto, and (iii)
                           shares of Common Stock issuable upon exercise of the
                           Warrants in accordance with their respective terms.

                  Except for (x) Underlying Shares, (y) other "REGISTRABLE
                           SECURITIES" (as such term is defined in the
                           Registration Rights Agreement) to be registered, and
                           securities of the Company permitted pursuant to
                           Section 6(c) of the Registration Rights Agreement to
                           be registered, in the Underlying Shares Registration
                           Statement in accordance with the Registration Rights
                           Agreement, and (z) Common Stock permitted to be
                           issued pursuant to paragraph (a)(i) - (iii) of
                           Section 3.9 (a), the Company shall not, for a period
                           of not less than 90 Trading Days after the Effective
                           Date, without the prior written consent of the
                           Purchasers (i) issue or sell any of its or any of its
                           Affiliates' equity or equity-equivalent securities
                           pursuant to Regulation S promulgated under the
                           Securities Act, or (ii) register any securities of
                           the Company. Any days after the Effective Date that a


                                       EXHIBIT 10(A)-15.
<PAGE>


                           Purchaser is unable to sell Underlying Shares under
                           the Underlying Shares Registration Statement shall be
                           added to such 90 Trading Day period.

         CERTAIN SECURITIES LAWS DISCLOSURES; PUBLICITY. The Company shall: (i)
                  on the Closing Date issue a press release reasonably
                  acceptable to the Purchasers disclosing the transactions
                  contemplated hereby, (ii) file with the Commission a Report on
                  Form 8-K disclosing the transactions contemplated hereby
                  within ten Business Days after the Closing Date, and (iii)
                  timely file with the Commission a Form D promulgated under the
                  Securities Act. The Company shall, no less than two Business
                  Days prior to the filing of any disclosure required by clauses
                  (ii) and (iii) above, provide a copy thereof to the Purchasers
                  for their review. The Company and the Purchasers shall consult
                  with each other in issuing any other press releases or
                  otherwise making public statements or filings and other
                  communications with the Commission or any regulatory agency or
                  stock market or trading facility with respect to the
                  transactions contemplated hereby and neither party shall issue
                  any such press release or otherwise make any such public
                  statement, filings or other communications without the prior
                  written consent of the other, except if such disclosure is
                  required by law or stock market regulation, in which such case
                  the disclosing party shall promptly provide the other party
                  with prior notice of such public statement, filing or other
                  communication. Notwithstanding the foregoing, the Company
                  shall not publicly disclose the names of the Purchasers, or
                  include the names of the Purchasers in any filing with the
                  Commission, or any regulatory agency, trading facility or
                  stock market without the prior written consent of the
                  Purchasers, except to the extent such disclosure (but not any
                  disclosure as to the controlling Persons thereof) is required
                  by law or stock market regulations, in which case the Company
                  shall provide the Purchasers with prior notice of such
                  disclosure.

         USE OF PROCEEDS. The Company shall use the net proceeds from the
                  sale of the Securities hereunder for working capital purposes
                  and not for the satisfaction of any portion of the Company's
                  debt (other than payment of trade payables in the ordinary
                  course of the Company's business and prior practices), to
                  redeem any Company equity or equity-equivalent securities or
                  to settle any outstanding litigation.

         REIMBURSEMENT. If any Purchaser becomes involved in any capacity in any
                  action, proceeding or investigation brought by or against any
                  Person, including stockholders of the Company, solely as a
                  result of acquiring the Securities under this Agreement and
                  the Warrants, 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. The reimbursement obligations of the Company
                  under this paragraph shall be in addition to any liability
                  which the Company may otherwise have, shall extend upon the
                  same terms and conditions to any Affiliates of the Purchasers
                  who are actually named in such action, proceeding or
                  investigation, and partners, directors, agents, employees and
                  controlling persons (if any), as the case may be, of the
                  Purchasers and any such Affiliate, and shall be binding upon
                  and inure to the benefit of any successors, assigns, heirs and


                                       EXHIBIT 10(A)-16.
<PAGE>


                  personal representatives of the Company, the Purchasers and
                  any such Affiliate and any such Person. The Company also
                  agrees that neither the Purchasers nor any such Affiliates,
                  partners, directors, agents, employees or controlling persons
                  shall have any liability to the Company or any Person
                  asserting claims on behalf of or in right of the Company
                  solely as a result of acquiring the Securities under this
                  Agreement and the Warrants.

          PLACEMENT AGENT. The Purchasers understand that Rochon Capital Group,
                  Ltd. (the "PLACEMENT AGENT") has been engaged by the Company
                  to act as placement agent on behalf of the Company in
                  connection with the transaction contemplated hereby and will
                  be compensated by the Company for acting in such capacity. The
                  Purchasers acknowledge that they have not obtained any advice
                  from the Placement Agent concerning their investment in the
                  Company or their participation in the transactions
                  contemplated by this Agreement, that to the knowledge of the
                  Purchasers, the information and data provided to the
                  Purchasers in connection with the transactions contemplated by
                  this Agreement have not been subjected to independent
                  verification by the Placement Agent, and that the Placement
                  Agent has made no representation or warranty to the Purchasers
                  with respect to the accuracy or completeness of such
                  information, data or other disclosure material.

             CALL EVENTS. Following the occurrence of any of the following
                  events (each, an "EVENT"), the Purchasers may provide the
                  Company with a notice (an "EVENT NOTICE") requiring the
                  Company to reacquire all or a portion of the Shares (except
                  any Shares that have already been exercised pursuant to the
                  Repricing Warrant) which the Purchasers acquired hereunder at
                  a call price ("CALL PRICE") per share, equal to the sum of (i)
                  120% multiplied by the average of the Per Share Market Values
                  for the five (5) Trading Days preceding the Closing Date and
                  (ii) all other amounts, costs, expenses and liquidated damages
                  due in respect of such Shares:

                  upon the occurrence of any of (i) an acquisition after the
                           date hereof by an individual or legal entity or
                           "GROUP" (as described in Rule 13d-5(b)(1) promulgated
                           under the Securities Exchange Act of 1934, as amended
                           (the "EXCHANGE ACT")) of in excess of 50% of the
                           voting securities of the Company with the consent or
                           approval of the Company, (ii) a replacement of more
                           than one-half of the members of the Company's board
                           of directors which is not approved by those
                           individuals who are members of the board of directors
                           on the date hereof in one or a series of related
                           transactions, (iii) the merger of the Company with or
                           into another entity, consolidation or sale of all or
                           substantially all of the assets of the Company in one
                           or a series of related transactions, unless following
                           such transaction or series of transactions, the
                           holders of the Company's securities prior to the
                           first such transaction continue to hold at least 2/3
                           of the securities of the surviving entity or acquirer
                           of such assets or (iv) the execution by the Company
                           of an agreement to which the Company is a party or by
                           which it is bound, providing for any of the events
                           set forth above in (i), (ii) or (iii);


                                       EXHIBIT 10(A)-17.
<PAGE>


                  immediately prior to an assignment by the Company for the
                           benefit of creditors or commencement of a voluntary
                           case under Title 11 of the United States Code, or an
                           entering into of an order for relief in an
                           involuntary case under Title 11 of the United States
                           Code, or adoption by the Company of a plan of
                           liquidation or dissolution;

                  five Business Days prior to the proposed consummation with
                           respect to the Company of a "RULE 13E-3 TRANSACTION"
                           as defined in Rule 13e-3 under the Exchange Act (or,
                           if necessary, such earlier date as the Company shall
                           determine in good faith to be required in order for
                           the Purchasers to be able to participate in such
                           transaction), it being agreed that the Purchasers
                           will receive actual notice of the 13e-3 Statement
                           filed with the Commission;

                  the Common Stock fails to be listed or quoted for trading
                           on the Nasdaq or a Subsequent Market for ten
                           consecutive Trading Days, or a total of twenty
                           Trading Days during any calendar year;

                  after the Effective Date (as defined herein), a holder of
                           Registrable Securities (as defined in the
                           Registration Rights Agreement) is not permitted to
                           sell Registrable Securities under the Underlying
                           Shares Registration Statement for any reason for ten
                           or more consecutive Trading Days or a total of thirty
                           Trading Days during any calendar year;

                  the Underlying Shares Registration Statement shall not be
                           declared effective by the Commission on or prior to
                           the 180th day following the Closing Date); or

                  the Company shall fail for any reason to deliver
                           certificates to a Purchaser by the fifth day in
                           accordance with Section 3.1(b) of this Agreement or
                           prior to the fifth day after a Date of Exercise (as
                           defined in Exhibit A) in accordance with Section 4(a)
                           of the Warrant; or

                  the Company shall fail or default in the timely
                           performance of any material obligation under the
                           Transaction Documents and such failure or default
                           shall continue uncured for a period of ten Business
                           Days after the date on which notice of such failure
                           or default is first given to the Company, or

                  if a Purchaser shall have elected to require the Company
                           to reacquire all or a portion of the Shares pursuant
                           to the terms hereof, the Company shall pay the Call
                           Price no later than the fifth Trading Day following
                           the date of the delivery of the Event Notice.
                           Interest shall accrue on the Call Price from the date
                           such amount is due until paid in full at the rate of
                           18% per annum (or such lesser maximum amount that is
                           permitted to be paid by applicable law), to accrue
                           daily from the date such payment is due hereunder
                           through and including the date of payment.



                                       EXHIBIT 10(A)-18.
<PAGE>


                                    ARTICLE 4

                                  MISCELLANEOUS

         FEES AND EXPENSES. At the Closing the Company shall reimburse the
                  Purchasers for their legal fees and expenses incurred in
                  connection with the preparation and negotiation of the
                  Transaction Documents by paying to Robinson Silverman an
                  additional $20,000 for the preparation and negotiation of the
                  Transaction Documents. The amount contemplated by the
                  immediately preceding sentence shall be delivered by the
                  Purchasers to the Escrow Agent at the Closing for disbursement
                  to Robinson Silverman. Other than the amount contemplated
                  herein and except as otherwise set forth in the Registration
                  Rights Agreement, each party shall pay the fees and expenses
                  of its advisers, counsel, accountants and other experts, if
                  any, and all other expenses incurred by such party incident to
                  the negotiation, preparation, execution, delivery and
                  performance of this Agreement. The Company shall pay all stamp
                  and other taxes and duties levied in connection with the
                  issuance of the Securities.

         ENTIRE AGREEMENT; AMENDMENTS. The Transaction Documents, together
                  with the Exhibits and Schedules thereto and Transfer Agent
                  Instructions, 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, which the parties acknowledge have
                  been merged into such documents, exhibits and schedules.

         NOTICES. Any and all notices or other communications or deliveries
                  required or permitted to be provided hereunder shall be in
                  writing and shall be deemed given and effective on the
                  earliest of (i) the date of transmission, if such notice or
                  communication is delivered via facsimile at the facsimile
                  telephone number specified in this Section prior to 6:30 p.m.
                  (New York City time) on a Business Day, (ii) the Business Day
                  after the date of transmission, if such notice or
                  communication is delivered via facsimile at the facsimile
                  telephone number specified in this Agreement later than 6:30
                  p.m. (New York City time) on any date and earlier than 11:59
                  p.m. (New York City time) on such date, (iii) the Business Day
                  following the date of mailing, if sent by U.S. nationally
                  recognized overnight courier service, or (iv) upon actual
                  receipt by the party to whom such notice is required to be
                  given. The address for such notices and communications shall
                  be as follows:



                                       EXHIBIT 10(A)-19.
<PAGE>


         If to the Company:      FORTEL Inc.
                                 46832 Lakeview Blvd.
                                 Fremont, CA 94538
                                 Facsimile No.: (550) 440-9696
                                 Attn:  Chief Financial Officer and
                                 Chief Executive Officer

         If to a Purchaser:      To the address set forth under such
                                 Purchaser's name on the signature pages hereto
                                 or such other address as may be designated in
                                 writing hereafter, in the same manner, by
                                 such Person.

         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.

         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.

         SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
                  to the benefit of the parties and their successors and
                  permitted assigns. The Company may not assign this Agreement
                  or any rights or obligations hereunder without the prior
                  written consent of the Purchasers. Except as set forth in
                  Section 3.1(a), the Purchasers may not assign this Agreement
                  or any of the rights or obligations hereunder without the
                  consent of the Company. This provision shall not limit any
                  Purchaser's right to transfer securities or transfer or assign
                  rights under the Registration Rights Agreement.

         NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the
                  benefit of the parties hereto and their respective successors
                  and permitted assigns and is not for the benefit of, nor may
                  any provision hereof be enforced by, any other Person.

         GOVERNING LAW. The corporate laws of the State of California shall
                  govern all issues concerning the relative rights of the
                  Company and its stockholders. All other 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 New York,
                  without regard to the principles of conflicts of law thereof.
                  Each party 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


                                       EXHIBIT 10(A)-20.
<PAGE>



                  Documents), and hereby irrevocably waives, and agrees not to
                  assert in any suit, action or proceeding, any claim that it is
                  not personally subject to the jurisdiction of any such court,
                  that such suit, action or proceeding is improper. Each party
                  hereby irrevocably waives personal service of process and
                  consents to process being served in any such suit, action or
                  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.

         SURVIVAL. The representations, warranties, agreements and covenants
                  contained herein shall survive the Closing and the delivery
                  and exercise of the Warrants.

         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) the same with
                  the same force and effect as if such facsimile signature page
                  were an original thereof.

         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 affecting
                  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.

         REMEDIES.In addition to being entitled to exercise all rights provided
                  herein or granted by law, including recovery of damages, each
                  of the Purchasers will be entitled to specific performance of
                  the obligations of the Company under 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.

         INDEPENDENT NATURE OF PURCHASERS' OBLIGATIONS AND RIGHTS. The
                  obligations of each Purchaser under any Transaction Document
                  is 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 any Transaction Document. Nothing contained herein or in
                  any Transaction Document, and no 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


                                       EXHIBIT 10(A)-21.
<PAGE>


                  in any way acting in concert with respect to such
                  obligations or the transactions contemplated by 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.

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

                            SIGNATURE PAGES FOLLOWS]


                                       EXHIBIT 10(A)-22.
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

                               FORTEL INC.



                               By:      S/
                                  ---------------------------------

                               Name:    Anna M. McCann
                                  ---------------------------------

                               Title:   CFO
                                  ---------------------------------




                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

                      SIGNATURE PAGE FOR PURCHASER FOLLOWS]



               SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT


<PAGE>

                                    DEEPHAVEN PRIVATE PLACEMENT TRADING LTD.

                                    By:      S/
                                       -----------------------------------------
                                    Name:   Gary Sabczak
                                         ---------------------------------------
                                    Title:  CFO
                                          --------------------------------------
                                    Purchase Price for Shares:       $3,500,000

                                    Number of Shares to be acquired   1,534,247

                                    Address for Notice:
                                    Deephaven Private Placement Ltd.
                                    c/o Deephaven Capital Management LLC
                                    130 Cheshire Lane
                                    Minnetonka, MN 55305
                                    Facsimile No.: (612) 249-5300
                                    Attn: Bruce Lieberman






                 SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT


<PAGE>

    With copies to:         ROBINSON SILVERMAN PEARCE ARONSOHN & BERMAN LLP
                            1290 Avenue of the Americas
                            New York, NY  10104
                            Facsimile No.:  (212) 541-4630 and (212) 541-1432
                            Attn: Eric L. Cohen, Esq.



                            HARP INVESTORS LLC



                            By:      S/
                                     --------------------------
                            Name:    Daniel Saks
                                     --------------------------
                            Title:   Managing Director
                                     --------------------------
                            Purchase Price for Shares:             $1,500,000

                            Number of Shares to be acquired           657,534

                            Address for Notice:
                            Harp Investors LLC
                            c/o WEC Asset Management LLC
                            110 Colabaugh Pond Road
                            Croton-on-Hudson, NY 10520
                            Facsimile No.: (914) 271-0889
                            Attn: Danny Saks

            With copies to: ROBINSON SILVERMAN PEARCE ARONSOHN & BERMAN LLP
                            1290 Avenue of the Americas
                            New York, NY  10104
                            Facsimile No.:  (212) 541-4630 and (212) 541-1432
                            Attn: Eric L. Cohen, Esq.


                 SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT


<PAGE>


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                          SECURITIES PURCHASE AGREEMENT



                                      AMONG



                                   FORTEL INC.



                                       AND



                         THE INVESTORS SIGNATORY HERETO



                            DATED AS OF JULY 18, 2000

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