Exhibit 10(i)
                                       2.

                          SECURITIES PURCHASE AGREEMENT

                  SECURITIES  PURCHASE AGREEMENT (the "Agreement"),  dated as of
March 9, 2000, by and between Capita Research Group, Inc., a Nevada corporation,
with  headquarters   located  at  591  Skippack  Pike,  Suite  300,  Blue  Bell,
Pennsylvania 19422 (the "Company"), and Dwight Nelson (the "Buyer").

                  WHEREAS:

                  A. The Company and the Buyer is executing and delivering  this
Agreement in reliance upon the exemption from securities  registration  afforded
by Rule 506 of Regulation D ("Regulation D") as promulgated by the United States
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended (the "1933 Act");

                  B. The Company has  authorized the issuance of up to 50,000 of
the Company's units (the "Units"),  each unit consisting of (i) one share of the
Company's common stock, $.001 par value per share (the "Common Stock"), (ii) one
of the Company's A Common Stock  Purchase  Warrants to purchase one share of the
Company's  Common  Stock  exercisable  at a purchase  price of $.50 per share of
Common Stock (the "A Warrants"),  in the form attached  hereto as Exhibit A, and
(iii) one of the  Company's B Common  Stock  Purchase  Warrants to purchase  one
share of the Company's Common Stock exercisable at a purchase price of $1.00 per
share of  Common  Stock,  in the  form  attached  hereto  as  Exhibit  B (the "B
Warrants",  and together with the A Warrants,  the  "Warrants")  (such shares of
Common Stock issued upon exercise of the Warrants are hereinafter referred to as
the "Warrant  Shares",  and together with the Units,  Common Stock and Warrants,
the "Securities");

                  C. The Buyer wishes to purchase, upon the terms and conditions
stated in this Agreement, an aggregate of $25,000 of Units; and

                  D. Contemporaneously  with  the execution and delivery of this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement in the form  attached  hereto as Exhibit C (the  "Registration  Rights
Agreement")  pursuant  to which  the  Company  has  agreed  to  provide  certain
registration rights under the 1933 Act and the rules and regulations promulgated
thereunder, and applicable state securities laws.

                  NOW,  THEREFORE,  the  Company and the Buyer  hereby  agree as
follows:

                  1.       PURCHASE AND SALE OF UNITS
                           --------------------------

                           a.       Purchase   of   Units.    Subject   to   the
satisfaction  (or waiver) of the conditions set forth in Sections 6 and 7 below,
the Company shall issue and sell to the Buyer and the Buyer shall  purchase from
the Company an aggregate of 50,000 Units at the Closing (the "Closing"). The per
unit  purchase  price (the  "Purchase  Price") of the Units  shall be $.50 or an
aggregate purchase price of $25,000. On the Closing Date (as defined below), the


                                       1
<PAGE>

Company  shall  issue  and  deliver  to the  Buyer  (i) a  stock  certificate(s)
representing  such  number of the shares of Common  Stock and (ii)  certificates
representing  such number of A Warrants and B Warrants,  which the Buyer is then
purchasing, duly executed on behalf of the Company and registered in the name of
the Buyer or his designee (the "Stock Certificates").

                           b.       Closing  Date.  The  date  and  time  of the
Closing (the "Closing Date") shall be 1:00 p.m.  Eastern  Standard Time on March
9, 2000,  subject to notification of satisfaction  (or waiver) of the conditions
to the  Closing  set forth in  Sections  6 and 7 below (or such later date as is
mutually agreed to by the Company and the Buyer). The Closing shall occur on the
Closing Date at the offices of Torys, 237 Park Avenue, New York, New York 10017.

                           c.       Form of Payment.  On the Closing  Date,  the
Buyer shall pay the Purchase Price to the Company for the Units to be issued and
sold to the Buyer at the  Closing,  by wire  transfer of  immediately  available
funds in accordance  with the Company's  written wire  instructions  provided in
writing to the Buyer prior to the Closing Date.

                  2.       BUYER'S REPRESENTATIONS AND WARRANTIES.
                           --------------------------------------

                  The Buyer represents and warrants that:

                           a.       Investment   Purpose.   The   Buyer  (i)  is
purchasing  the Units  consisting  of Common  Stock and  Warrants  and (ii) upon
exercise of the Warrants, will acquire the Warrant Shares, then issuable for his
own  account  for  investment  only and not with a present  view  towards or for
resale in  connection  with,  the public sale or  distribution  thereof,  except
pursuant to sales registered or exempted under the 1933 Act; provided,  however,
that by making the representations  herein, the Buyer does not agree to hold any
Securities  for any minimum or other  specific  term and  reserves  the right to
dispose  of the  Securities  at any time in  accordance  with or  pursuant  to a
registration statement or an exemption under the 1933 Act.

                           b.       Accredited  Investor Status. The Buyer is an
"accredited investor" as that term is defined in Rule 501(a) of Regulation D.

                           c.       Reliance    on    Exemptions.    The   Buyer
understands  that the Units are being  offered  and sold to him in  reliance  on
specific exemptions from the registration  requirements of United States federal
and state securities laws and that the Company is relying in part upon the truth
and  accuracy  of,  and  the  Buyer's  compliance  with,  the   representations,
warranties,  agreements,  acknowledgments  and  understandings  of the Buyer set
forth herein in order to determine the  availability  of such exemptions and the
eligibility of the Buyer to acquire the Units.

                           d.       Information.  The Buyer and his advisors, if
any, have been furnished with all materials  relating to the business,  finances
and  operations of the Company and  materials  relating to the offer and sale of
the Units which have been requested by the Buyer. The Buyer and his advisors, if
any, have been afforded the opportunity to ask questions of the Company. Neither
such inquiries nor any other due diligence investigations conducted by the Buyer
or his advisors,  if any, or his representatives  shall modify,  amend or affect
the  Buyer's  right  to rely on the  Company's  representations  and  warranties
contained in Section 3 below.


                                       2
<PAGE>


                           e.       No    Governmental    Review.    The   Buyer
understands  that  no  United  States  federal  or  state  agency  or any  other
government or governmental  agency has passed on or made any  recommendation  or
endorsement of the Units or the fairness or suitability of the investment in the
Securities nor have such  authorities  passed upon or endorsed the merits of the
offering of the Units.

                           f.       Transfer  or Resale.  The Buyer  understands
that except as provided in the Registration Rights Agreement: (i) the Securities
have not been  and are not  being  registered  under  the 1933 Act or any  state
securities laws, and may not be offered for sale, sold,  assigned or transferred
unless  (A)  subsequently  registered  thereunder,  (B)  the  Buyer  shall  have
delivered to the Company an opinion of counsel, in a generally  acceptable form,
to the effect that such  Securities to be sold,  assigned or transferred  may be
sold,  assigned or transferred  pursuant to an exemption from such registration,
or (C) such securities can be sold, assigned or transferred pursuant to Rule 144
promulgated  under the 1933 Act (or a successor rule thereto) ("Rule 144"); (ii)
any sale of such  securities  made in  reliance  on Rule 144 may be made only in
accordance  with  the  terms  of  Rule  144  and  further,  if  Rule  144 is not
applicable,  any  resale of such  securities  under  circumstances  in which the
seller  (or the  person  through  whom the sale is made)  may be deemed to be an
underwriter  (as that term is  defined in the 1933 Act) may  require  compliance
with some other exemption under the 1933 Act or the rules and regulations of the
SEC thereunder;  and (iii) neither the Company nor any other person is under any
obligation  to  register  such  securities  under  the  1933  Act or  any  state
securities  laws or to comply  with the terms and  conditions  of any  exemption
thereunder.

                           g.       Legends.  The  Buyer  understands  that  the
certificates or other instruments representing the Warrants and, until such time
as the sale of the Common Stock or Warrant Shares have been registered under the
1933  Act as  contemplated  by the  Registration  Rights  Agreement,  the  stock
certificates or other documents representing the Common Stock and Warrant Shares
except as set forth below,  shall bear a restrictive legend in substantially the
following form (and a stop-transfer order may be placed against transfer of such
certificates):

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  OR  APPLICABLE  STATE
         SECURITIES  LAWS. THE SECURITIES  HAVE BEEN ACQUIRED FOR INVESTMENT AND
         MAY NOT BE OFFERED  FOR SALE,  SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE
         ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE STATE SECURITIES
         LAWS, OR AN OPINION OF COUNSEL,  IN A GENERALLY  ACCEPTABLE  FORM, THAT
         REGISTRATION  IS  NOT  REQUIRED  UNDER  SAID  ACT OR  APPLICABLE  STATE
         SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

The legend  set forth  above  shall be removed  and the  Company  shall  issue a
certificate without such legend to the holder of any Securities upon which it is
stamped,  if (i) any such Securities are registered for sale under the 1933 Act,
(ii) in connection  with a sale  transaction,  such holder  provides the Company



                                       3
<PAGE>

with an opinion of counsel, in a generally acceptable form, to the effect that a
public sale, assignment or transfer of any of the Securities may be made without
registration  under the 1933 Act,  or (iii)  any of the  Securities  can be sold
pursuant  to Rule 144  without any  restriction  as to the number of  securities
acquired as of a particular  date that can then be  immediately  sold. The Buyer
acknowledges,  covenants and agrees to sell any of the Securities represented by
a certificate(s) from which the legend has been removed,  only pursuant to (i) a
registration  statement  effective under the 1933 Act, or (ii) advice of counsel
that such sale is exempt  from  registration  required  by Section 5 of the 1933
Act. In the event the above  legend is removed from any of the  Securities,  the
Company may,  upon  reasonable  advance  notice to the holder,  require that the
above  legend  be  placed  on any of the  Securities  that  cannot  then be sold
pursuant to an  effective  registration  statement or Rule 144(k) under the 1933
Act (or any successor rule thereto).

                           h.       Authorization;  Enforcement.  This Agreement
has been duly and validly  authorized,  executed and  delivered on behalf of the
Buyer  and is a  valid  and  binding  agreement  of  the  Buyer  enforceable  in
accordance with its terms, subject as to enforceability to general principles of
equity and to applicable  bankruptcy,  insolvency,  reorganization,  moratorium,
liquidation  and other  similar laws  relating to, or affecting  generally,  the
enforcement of applicable creditors' rights and remedies.

                           i.       Residency.  The Buyer is a  resident  of the
United States.

                  3.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
                           ---------------------------------------------

                           The  Company  represents  and  warrants  to the Buyer
that:

                           a.       Organization and Qualification.  The Company
and its subsidiaries are corporations  duly incorporated and validly existing in
good standing under the laws of the jurisdiction in which they are incorporated,
and have the requisite  corporate power to own their  properties and to carry on
their business as now being conducted.  Each of the Company and its subsidiaries
is  duly  qualified  as a  foreign  corporation  to do  business  and is in good
standing in every  jurisdiction in which the nature of the business conducted by
it makes such qualification necessary,  except to the extent that the failure to
be so qualified or be in good standing would not have a Material Adverse Effect.
"Material Adverse Effect" means any material adverse effect on (i) the business,
properties,  operations,  condition  (financial  or  otherwise),  or  results of
operations of the Company and its  subsidiaries,  taken as a whole,  (ii) on the
ability  of  the  Company  to  perform  its  obligations  hereunder,  under  the
Registration Rights Agreement or under the other agreements or instruments to be
entered  into or  filed in  connection  herewith  or  therewith,  or  (iii)  the
Securities.

                           b.       Authorization;  Enforcement; Compliance with
Other  Instruments.  (i) The  Company  has the  requisite  corporate  power  and
authority to enter into and perform its obligations  under this  Agreement,  the
Warrants and the  Registration  Rights  Agreement,  (collectively,  the "Closing
Agreements")  to issue,  sell and perform its  obligations  with  respect to the
Units and Warrant  Shares in  accordance  with the terms hereof and the Warrants
and to issue the Warrant  Shares upon  exercise of the  Warrants,  in accordance
with the terms and  conditions of the Warrants,  (ii) the execution and delivery
of the  Closing  Agreements  by the Company  and the  consummation  by it of the
transactions contemplated hereby and thereby, including, without limitation, the



                                       4
<PAGE>

issuance of the Common Stock and the Warrants and the  reservation  for issuance
and the issuance of the Warrant  Shares upon  exercise of the Warrants have been
duly  authorized by the Company's  Board of Directors and no further  consent or
authorization  is  required  by the  Company,  its  Board  of  Directors  or its
shareholders, (iii) the Closing Agreements have been duly executed and delivered
by the Company, and (iv) the Closing Agreements  constitute the legal, valid and
binding obligations of the Company enforceable against the Company in accordance
with  their  terms,  except as such  enforceability  may be  limited  by general
principles  of  equity or  applicable  bankruptcy,  insolvency,  reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally, the
enforcement of creditors' rights and remedies.

                           c.       Capitalization  and Indebtedness.  As of the
date hereof, the authorized capital stock of the Company consists of 100,000,000
shares of Common Stock,  of which as of the date hereof,  21,655,946  shares are
issued and outstanding and no shares of Preferred Stock. All of such outstanding
shares have been validly issued and are fully paid and nonassessable.  No shares
of Common Stock are subject to preemptive  rights or any other similar rights or
any liens or  encumbrances  suffered  or  permitted  by the  Company.  Except as
disclosed in Schedule 3(c), as of the date hereof,  (i) there are no outstanding
options,  warrants,  scrip,  rights to subscribe to, calls or commitments of any
character  whatsoever relating to, or securities or rights convertible into, any
shares of capital stock of the Company or any of its subsidiaries, or contracts,
commitments,  understandings  or arrangements by which the Company or any of its
subsidiaries is or may become bound to issue additional  shares of capital stock
of the Company or any of its subsidiaries or options, warrants, scrip, rights to
subscribe to, calls or commitments of any character  whatsoever  relating to, or
securities  or rights  convertible  into,  any  shares of  capital  stock of the
Company  or  any  of its  subsidiaries,  (ii)  there  are  no  outstanding  debt
securities,  notes,  credit  agreements,  or  other  agreements,   documents  or
instruments evidencing indebtedness of the Company or any of its subsidiaries or
by which the Company or any of its subsidiaries is or may become bound and (iii)
there are no  agreements or  arrangements  under which the Company or any of its
subsidiaries is obligated to register the sale of any of their  securities under
the 1933 Act (except the Registration Rights Agreement). There are no securities
or  instruments  containing  anti-dilution  or similar  provisions  that will be
triggered  by the  issuance  of  any of the  Securities  as  described  in  this
Agreement. The Company has furnished to the Buyer true and correct copies of the
Company's  Certificate of  Incorporation as amended and as in effect on the date
hereof (the "Certificate of  Incorporation"),  and the Company's By-laws,  as in
effect on the date  hereof  (the  "By-laws"),  and the  terms of all  securities
convertible  into or exercisable for Common Stock and the material rights of the
holders thereof in respect thereto.

                           d.       Issuance of  Securities.  The Securities are
duly  authorized and, upon issuance in accordance with the terms hereof shall be
(i) validly  issued,  fully paid and  non-assessable,  (ii) free from all taxes,
liens and charges with respect to the issue thereof and are not and shall not be
subject to preemptive  rights or other  similar  rights of  stockholders  of the
Company.  One hundred  thousand  (100,000) shares of Common Stock have been duly
authorized and reserved for issuance in connection with the Units.


                                       5
<PAGE>


                           e.       No Conflicts.  The  execution,  delivery and
performance of the Closing Agreements by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including,  without
limitation,  the issuance of the Securities)  will not (i) result in a violation
of the  Certificate of  Incorporation  or By-laws or (ii) except as disclosed in
Schedule 3(e),  violate or conflict with, or result in a breach of any provision
of, or  constitute  a default (or an event which with notice or lapse of time or
both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any material agreement, indenture or
instrument to which the Company or any of its subsidiaries is a party, or result
in a  violation  of  any  law,  rule,  regulation,  order,  judgment  or  decree
(including  federal and state  securities laws and regulations and the rules and
regulations  of the  principal  market or exchange on which the Common  Stock is
traded or listed)  applicable  to the Company or any of its  subsidiaries  or by
which any property or asset of the Company or any of its  subsidiaries  is bound
or affected.  Neither the Company nor its  subsidiaries  are in violation of any
term of or in default under its Certificate of Incorporation or By-laws or their
organizational charter or by-laws,  respectively, or in violation of any term of
or in default under any contract, agreement, mortgage, indebtedness,  indenture,
instrument,  judgment,  decree  or  order  or any  statute,  rule or  regulation
applicable to the Company or its subsidiaries, except for violations or defaults
which  would not,  individually  or in the  aggregate,  have a Material  Adverse
Effect.  The business of the Company and its subsidiaries is not being conducted
in violation of any law,  ordinance or  regulation of any  governmental  entity,
which  violations,  individually  or in the  aggregate,  would  have a  Material
Adverse  Effect.  Except as  specifically  contemplated by this Agreement and as
required  under the 1933 Act, the Company is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental or regulatory or self-regulatory agency in order for it to execute,
deliver  or  perform  any of its  obligations  under  or  contemplated  by  this
Agreement,  the Registration Rights Agreement or the Warrants in accordance with
the terms hereof or thereof. Except as disclosed in Schedule 3(e), all consents,
authorizations,  orders, filings and registrations which the Company is required
to obtain  pursuant to the preceding  sentence have been obtained or effected on
or prior to the date hereof. The Company and its subsidiaries are unaware of any
facts or circumstances which might give rise to any of the foregoing.

                           f.       Acknowledgment Regarding Buyer's Purchase of
the  Securities.  The Company  acknowledges  and agrees that the Buyer is acting
solely in the capacity of arm's length  purchaser with respect to this Agreement
and the transactions  contemplated hereby. The Company further acknowledges that
the Buyer is not acting as a financial  advisor or  fiduciary of the Company (or
in any similar  capacity)  with respect to this  Agreement and the  transactions
contemplated   hereby  and  any  advice  given  by  the  Buyer  or  any  of  his
representatives or agents in connection with this Agreement and the transactions
contemplated  hereby  is  merely  incidental  to  the  Buyer's  purchase  of the
Securities.  The  Company  further  represents  to the Buyer that the  Company's
decision to enter into this  Agreement has been based solely on the  independent
evaluation by the Company and its representatives.

                           g.       No   General   Solicitation.   Neither   the
Company,  nor any of its  affiliates,  nor any  person  acting  on its or  their
behalf, has engaged in any form of general  solicitation or general  advertising
(within the meaning of Regulation D under the 1933 Act) in  connection  with the
offer or sale of any of the Securities offered hereby.


                                       6
<PAGE>

                           h.       No Integrated Offering. Neither the Company,
nor any of its  affiliates,  nor any person  acting on its or their  behalf has,
directly or  indirectly,  made any offers or sales of any  security or solicited
any  offers  to  buy  any  security,  under  circumstances  that  would  require
registration  of any of the Securities  under the 1933 Act or cause the offering
of any of the  Securities to be integrated  with prior  offerings by the Company
for purposes of the 1933 Act or any applicable shareholder approval provisions.

                           i.       Disclosure.  To the Company's knowledge, all
information relating to or concerning the Company or any of its subsidiaries set
forth in this  Agreement  and  provided to the Buyer  pursuant  to Section  2(d)
hereof and otherwise in connection with the transactions  contemplated hereby is
true and  correct in all  material  respects  and the Company has not omitted to
state any material fact necessary in order to make the statements made herein or
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  No event or  circumstance  has occurred or information  exists with
respect to the  Company  or any of its  subsidiaries  or its or their  business,
properties, operations or financial condition, which, under applicable law, rule
or regulation,  requires  public  disclosure or  announcement by the Company but
which has not been so publicly announced or disclosed (assuming for this purpose
that the Company's  reports filed under the Securities  Exchange Act of 1934, as
amended (the "1934 Act"), are being incorporated into an effective  registration
statement filed by the Company under the 1933 Act). The Company has not provided
the Buyer  with any  material  non-public  information  nor any  projections  or
assurance regarding the future financial performance of the Company.

                  4.       COVENANTS AND AGREEMENTS.
                           ------------------------

                           a.       Best Efforts.  Each party shall use its best
efforts  timely to  satisfy  each of the  conditions  to be  satisfied  by it as
provided in Sections 6 and 7 of this Agreement.

                           b.       Form D. The Company  agrees to file a Form D
with respect to the Securities as required  under  Regulation D and to provide a
copy thereof to the Buyer promptly after such filing.  The Company shall,  on or
before the  Closing  Date,  take such  action as the  Company  shall  reasonably
determine is necessary to qualify the  Securities  for, or obtain  exemption for
the Securities for, sale to the Buyer at the Closing  pursuant to this Agreement
under  applicable  securities  or "Blue  Sky" laws of the  states of the  United
States,  and shall provide  evidence of any such action so taken to the Buyer on
or prior to the Closing Date.

                           c.       Reporting  Status.  Until the earlier of (i)
six months after the date as of which the  Investors (as that term is defined in
the  Registration  Rights  Agreement)  may  sell all of the  Securities  without
restriction pursuant to Rule 144(k) promulgated under the 1933 Act (or successor
thereto)  or (ii) the date which is six  months  after the date on which none of
the Securities are outstanding (the  "Registration  Period"),  the Company shall
timely file all reports  required to be filed with the SEC  pursuant to the 1934
Act, and the Company  shall not  terminate  its status as an issuer  required to
file  reports  under  the  1934  Act  even  if the  1934  Act or the  rules  and
regulations thereunder would otherwise permit such termination.

                           d.       Use of  Proceeds.  The Company  will use the
proceeds  from  the sale of the  Securities  for  working  capital  and  general
corporate  purposes and shall not otherwise,  directly or  indirectly,  use such
proceeds for any loan to or  investment in any other  corporation,  partnership,
enterprise  or other person  (except in  connection  with its direct or indirect
subsidiaries)  or for the  repurchase,  redemption  or retirement of any capital
stock of the Company.



                                       7
<PAGE>

                           e.       Financial Information. The Company agrees to
file all reports,  schedules,  forms, statements and other documents required to
be filed by it with the SEC pursuant to the reporting  requirements  of the 1934
Act. The financial statements of the Company will be prepared in accordance with
generally accepted accounting  principles,  consistently applied (except for any
required  changes in such  principles),  and will fairly present in all material
respects the consolidated financial position of the Company and its consolidated
subsidiaries and results of their operations and cash flows for the periods then
ended (subject,  in the case of unaudited  statements,  to normal year-end audit
adjustments). The Company agrees to send the following to each Investor (as that
term is defined in the Registration  Rights  Agreement)  during the Registration
Period:  (i) within five (5) days after the filing  thereof with the SEC, a copy
of its Annual Reports on Form 10-K or Form 10-KSB, as applicable,  its Quarterly
Reports on Form 10-Q or Form 10-QSB, as applicable,  any Current Reports on Form
8-K and any  registration  statements or amendments  filed  pursuant to the 1933
Act; (ii) within one (1) day after release thereof, copies of all press releases
issued  by the  Company  or any of its  subsidiaries;  and  (iii)  copies of any
notices and other information made available or given to the shareholders of the
Company generally, contemporaneously with the making available or giving thereof
to the shareholders.

                           f.       Reservation  of Shares.  The  Company  shall
take all action necessary to at all times have authorized,  and reserved for the
purpose of issuance,  no less than 100,000 shares of Common Stock to provide for
the issuance of the Warrant  Shares upon  exercise of the Warrants in accordance
with the terms of this Agreement and the Warrants.

                           g.       Disclosure.  From and after the date hereof,
the Company  will not provide to the Buyer any material  non-public  information
which,  according to  applicable  law,  rule or  regulation  should be disclosed
publicly by the Company but which has not been so disclosed.

                  5.       CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.
                           ----------------------------------------------

                  The obligation of the Company  hereunder to issue and sell the
Units to the Buyer at the Closing is subject to the  satisfaction,  at or before
the Closing  Date,  of each of the  following  conditions,  provided  that these
conditions  are for the Company's  sole benefit and may be waived by the Company
at any time in its sole discretion:

                           a.       The Buyer shall have executed this Agreement
and the Registration Rights Agreement and delivered the same to the Company.

                           b.       The  Buyer  shall  have   delivered  to  the
Company the  Purchase  Price for the Units being  purchased  by the Buyer at the
Closing by wire transfer of  immediately  available  funds  pursuant to the wire
instructions provided by the Company.


                                       8
<PAGE>

                           c.       The  representations  and  warranties of the
Buyer  shall be true and  correct in all  material  respects as of the date when
made  and as of the  Closing  Date  as  though  made at that  time  (except  for
representations  and warranties that speak as of a specific date), and the Buyer
shall have performed,  satisfied and complied in all material  respects with the
covenants, agreements and conditions required by this Agreement to be performed,
satisfied or complied with by the Buyer at or prior to the Closing Date.

                           d.       The transactions  contemplated  hereby shall
not violate any law,  regulation  or order then in effect and  applicable to the
Buyer or the Company.

                  6.       CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.
                           ------------------------------------------------

                  The obligation of the Buyer hereunder to purchase the Units is
subject to the  satisfaction,  at or before  the  Closing  Date,  of each of the
following  conditions,  provided that these  conditions are for the Buyer's sole
benefit and may be waived by the Buyer at any time in its sole discretion:

                           a.       The  Company   shall  have   executed   this
Agreement, the Warrants and the Registration Rights Agreement, and delivered the
same to the Buyer.

                           b.       Trading  in  the  Common  Stock  or  Warrant
Shares  issuable  upon the  conversion  of the  Warrants  shall  not  have  been
suspended by the SEC.

                           c.       The  representations  and  warranties of the
Company shall be true and correct in all material respects (except to the extent
that any of such  representations  and  warranties  is already  qualified  as to
materiality  in  Section  3  above,  in  which  case  such  representations  and
warranties  shall be true and correct without further  qualification)  as of the
date when made and as of the Closing  Date as though  made at that time  (except
for  representations  and  warranties  that speak as of a specific date) and the
Company shall have  performed,  satisfied and complied in all material  respects
with the covenants,  agreements and conditions  required by this Agreement to be
performed,  satisfied or complied with by the Company at or prior to the Closing
Date.  The Buyer  shall  have  received  a  certificate,  executed  by the Chief
Executive Officer of the Company, dated as of the Closing Date, to the foregoing
effect and as to such other matters as may be reasonably  requested by the Buyer
including,  without  limitation,  an update as of the Closing Date regarding the
representation contained in Section 3(c) above.

                           d.       The   Company   shall  have   executed   and
delivered  to the  Buyer the  Stock  Certificates  for the  Common  Stock  being
purchased by the Buyer at the Closing.

                           e.       The   Company   shall  have   executed   and
delivered to the Buyer the Warrants being purchased by the Buyer at the Closing.

                           f.       As of the Closing  Date,  the Company  shall
have reserved out of its  authorized and unissued  Common Stock,  solely for the
purpose of effecting  the  exercise of the  Warrants,  100,000  shares of Common
Stock.

                           g.       The transactions  contemplated  hereby shall
not violate any law,  regulation  or order then in effect and  applicable to the
Buyer or the Company.


                                       9
<PAGE>

                  7.       GOVERNING LAW; MISCELLANEOUS.
                           ----------------------------

                           a.       Governing  Law.  This  Agreement   shall  be
governed by and interpreted in accordance with the laws of the State of New York
without regard to the principles of conflict of laws.

                           b.       Counterparts. This Agreement may be executed
in two or more identical counterparts, all of which
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. In
the event any signature page is delivered by facsimile  transmission,  the party
using such means of delivery shall cause four (4) additional  original  executed
signature  pages to be  physically  delivered to the other party within five (5)
days of the execution and delivery hereof.

                           c.       Headings. The headings of this Agreement are
for  convenience  of  reference  and  shall  not form  part of,  or  affect  the
interpretation of, this Agreement.

                           d.       Severability.   If  any  provision  of  this
Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or  unenforceability  shall not affect the  validity  or  enforceability  of the
remainder  of  this   Agreement  in  that   jurisdiction   or  the  validity  or
enforceability of any provision of this Agreement in any other jurisdiction.

                           e.       Entire Agreement; Amendments. This Agreement
supersedes  all other prior oral or written  agreements  between the Buyer,  the
Company, their affiliates and persons acting on their behalf with respect to the
matters discussed  herein,  and this Agreement and the instruments and documents
referenced  herein contain the entire  understanding of the parties with respect
to the matters covered herein and therein and, except as specifically  set forth
herein or therein,  neither the Company nor the Buyer makes any  representation,
warranty,  covenant or undertaking with respect to such matters. No provision of
this  Agreement  may be waived or amended other than by an instrument in writing
signed by the party to be charged with enforcement.

                           f.       Notices. Any notices,  consents,  waivers or
other  communications  required or permitted to be given under the terms of this
Agreement shall be in writing and will be deemed to have been delivered (i) upon
receipt, when delivered  personally;  (ii) upon receipt, when sent by facsimile,
provided a copy is mailed by U.S.  certified  mail,  return  receipt  requested;
(iii) three (3) days after being sent by U.S.  certified  mail,  return  receipt
requested,  or (iv)  one (1) day  after  deposit  with a  nationally  recognized
overnight  delivery  service,  in each case  properly  addressed to the party to
receive the same.  The addresses and facsimile  numbers for such  communications
shall be:

                  if to the Company:

                           Capita Research Group, Inc.
                           591 Skippack Pike

                           Suite 300
                           Blue Bell, Pennsylvania 19422
                           Telephone:  215-619-7777
                           Facsimile:   215-619-0775
                           Attention:  Chief Financial Officer

                                       10
<PAGE>

                  with a copy to:

                           Andrew J. Beck, Esq.
                           Torys
                           237 Park Avenue
                           New York, New York 10017
                           Facsimile:  212-682-0200

                  if to the Buyer:

                           Mr. Dwight Nelson
                           57 Strawberry Hill
                           Norwalk, Connecticut  06855
                           Facsimile:  203-861-4989
                           Telephone: 203-324-8425

                  Each party shall provide five (5) days' prior  written  notice
to the other party of any change in address or facsimile number.

                           g.       Successors and Assigns. This Agreement shall
be binding  upon and inure to the benefit of the  parties  and their  respective
successors and assigns, including any purchasers of the Units. The Company shall
not assign this  Agreement or any rights or  obligations  hereunder  without the
prior  written  consent  of the Buyer.  The Buyer may assign  some or all of his
rights hereunder without the consent of the Company, provided, however, that (i)
any such assignment  shall not release the Buyer from his obligations  hereunder
unless  such  obligations  are  assumed by such  assignee  and the  Company  has
consented to such assignment and  assumption,  and (ii) the Buyer may not assign
his rights  hereunder  in a manner that would cause the  offering of  Securities
hereunder to be required to be registered under the 1933 Act.

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

                           i.       Survival. The representations and warranties
of the Company and the Buyer contained in Sections 3 and 2, respectively,  shall
survive the Closing until eighteen months after the Closing Date. The agreements
and covenants set forth in Sections 4, 5 and 7 shall survive the Closing.

                           j.       Publicity.  The  Company and the Buyer shall
have the right to approve before issuance any press releases or any other public
statements  with  respect to the  transactions  contemplated  hereby;  provided,
however,  that the Company shall be entitled,  without the prior approval of the
Buyer, to make any press release or other public disclosure with respect to such
transactions  as is required by  applicable  law and  regulations  (although the
Buyer  shall be  consulted  by the  Company  in  connection  with any such press
release or other  public  disclosure  prior to its release and shall be provided
with a copy thereof), but only to the extent required by such law or regulation.


                                       11
<PAGE>

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

                           l.       No Strict Construction. The language used in
this  Agreement  will be deemed to be the  language  chosen  by the  parties  to
express their mutual intent, and no rules of strict construction will be applied
against any party.

                           m.       Equitable  Relief.  The  Company  recognizes
that in the event that it fails to perform,  observe, or discharge any or all of
its  obligations  under  this  Agreement,  any  remedy  at law may  prove  to be
inadequate  relief to the Buyer.  The  Company  therefore  agrees that the Buyer
shall be entitled to temporary and permanent  injunctive relief in any such case
without the necessity of proving actual damages.

                           n.       Consent to Jurisdiction.  The parties hereto
expressly  submit  themselves  to the  exclusive  jurisdiction  of the state and
federal  courts  of New  York  in any  action  or  proceeding  relating  to this
Agreement  or any of  the  other  documents  contemplated  hereby  or any of the
transactions  contemplated  hereby or  thereby.  Each party  hereby  irrevocably
waives, to the fullest extent permitted by law, any objection that it may now or
hereafter  have to the laying of venue of any such  action,  suit or  proceeding
brought in such a court and any claim that any such action,  suit or  proceeding
brought in such a court has been brought in an inconvenient  forum.  The parties
hereto irrevocably and unconditionally  consent to the service of process of any
of the  aforementioned  courts in any such  action,  suit or  proceeding  by the
mailing of copies thereof by registered or certified mail,  postage prepaid,  at
their  respective  addresses  set forth or provided for herein,  such service to
become  effective 10 days after such  mailing.  Nothing  herein shall affect the
right  of any  party to  serve  process  in any  manner  permitted  by law or to
commence legal proceedings or otherwise proceed against the other parties in any
other jurisdiction.

                                      * * *





                                       12
<PAGE>





                  IN WITNESS WHEREOF, the Buyer and the Company have caused this
Securities  Purchase  Agreement to be duly executed as of the date first written
above.

                                            COMPANY:
                                            --------

                                            CAPITA RESEARCH GROUP, INC.

                                            By: /s/ David B. Hunter
                                            -----------------------
                                                 Name:  David B. Hunter
                                                 Its:  President




                                       13
<PAGE>





                                                   THE BUYER:

                                                   /s/ Dwight Nelson
                                                   -----------------
                                                   Dwight Nelson




                                       14