Exhibit 10(k)

                          SECURITIES PURCHASE AGREEMENT

                  SECURITIES  PURCHASE AGREEMENT (the "Agreement"),  dated as of
April 28, 2000, by and among Capita Research Group, Inc., a Nevada  corporation,
with  headquarters   located  at  591  Skippack  Pike,  Suite  300,  Blue  Bell,
Pennsylvania 19422 (the "Company"),  and the investors listed on the Schedule of
Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

                  WHEREAS:

                  A. The Company  and the Buyers are  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 38,780 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"), and (ii)
one of the Company's Common Stock Purchase Warrants to purchase one share of the
Company's  Common Stock  exercisable  at a purchase  price of $1.35 per share of
Common Stock (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 Buyers wish to purchase,  upon the terms and conditions
stated  in this  Agreement,  an  aggregate  of up to  $34,900  of  Units  in the
respective  amounts set forth  opposite  each  Buyer's  name on the  Schedule of
Buyers; and

                  D.  Contemporaneously  with the execution and delivery of this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement  dated as of the date hereof  (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 Buyers  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 5 and 6 below,
the  Company  shall issue and sell to the Buyers and the Buyers  shall  purchase
from the Company an aggregate of up to 38,780  Units in the  respective  amounts
set forth  opposite  each  Buyer's name on the Schedule of Buyers at the Closing
(the "Closing"). The per unit purchase price (the "Purchase Price") of the Units
shall be $.90 or an aggregate  purchase  price of up to $34,900.  On the Closing
Date (as  defined  below),  the  Company  shall  issue to each Buyer (i) a stock
certificate(s)  representing  such number of the shares of Common Stock and (ii)
certificates  representing  such  number of  Warrants,  which such Buyer is then
purchasing (as indicated  opposite such Buyer's name on the Schedule of Buyers),
duly executed on behalf of the Company and  registered in the name of such Buyer
or his designee (the "Stock Certificates").


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<PAGE>


                           b.       Closing  Date.  The  date  and  time  of the
Closing (the "Closing Date") shall be 5:00 p.m.,  Eastern Standard Time on April
28, 2000,  subject to notification of satisfaction (or waiver) of the conditions
to the  Closing  set forth in  Sections  5 and 6 below (or such later date as is
mutually  agreed to by the Company and the Buyers).  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 or before the  Closing
Date, each Buyer shall pay the Purchase Price to the Company for the Units to be
issued and sold to such Buyer at the  Closing,  by check or by wire  transfer of
immediately  available  funds in  accordance  with the  Company's  written  wire
instructions provided to the Buyers prior to the Closing Date.

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

                  Each Buyer represents and warrants with respect to only itself
that:

                           a.       Investment   Purpose.   Such  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, such 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. Such Buyer is an
"accredited investor" as that term is defined in Rule 501(a) of Regulation D.

                           c.       Reliance   on    Exemptions.    Such   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  such  Buyer's  compliance  with,  the  representations,
warranties,  agreements,  acknowledgments  and  understandings of such Buyer set
forth herein in order to determine the  availability  of such exemptions and the
eligibility of such Buyer to acquire the Units.

                           d.       Information. Such 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 such Buyer.  Such 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
such Buyer or his advisors,  if any, or his representatives  shall modify, amend
or  affect  such  Buyer's  right to rely on the  Company's  representations  and
warranties contained in Section 3 below.



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<PAGE>

                           e.       No   Governmental    Review.    Such   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.  Such 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) such  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.  Such  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  WARRANTS  REPRESENTED  BY THIS  CERTIFICATE  AND THE COMMON  STOCK
         ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAVE NOT BEEN REGISTERED  UNDER
         THE SECURITIES  ACT OF 1933, AS AMENDED,  AND MAY NOT BE TRANSFERRED IN
         VIOLATION OF SUCH 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
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



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<PAGE>

acquired as of a particular  date that can then be immediately  sold. Each 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 such
Buyer  and is a valid  and  binding  agreement  of  such  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.  Such Buyer is a resident  of the
state specified opposite his name in the Schedule of Buyers.

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

                           The Company  represents  and  warrants to each of the
Buyers 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
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



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<PAGE>

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,  22,100,393  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).

                           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.  Thirty-eight  thousand seven hundred eighty  (38,780) shares of Common
Stock have been duly authorized and reserved for issuance in connection with the
Units.

                           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  Articles of  Incorporation  or By-laws of the Company as in effect as of
the date  hereof 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 the Articles of  Incorporation  or By-laws of the Company
or their  organizational  charter or by-laws as in effect as of the date hereof,
respectively,  or in violation of any term of or in default  under any contract,
agreement, mortgage,  indebtedness,  indenture,  instrument, judgment, decree or



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<PAGE>

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 or state
securities  or "Blue  Sky"  laws,  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 Buyers' Purchase of
the Securities.  The Company  acknowledges and agrees that each of the Buyers 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 each 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 any of the Buyers
or any of their  respective  representatives  or agents in connection  with this
Agreement and the transactions  contemplated hereby is merely incidental to such
Buyer's purchase of the Securities. The Company further represents to each 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.

                           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.


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<PAGE>


                           i.       Disclosure.  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 any 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 5 and 6 of this Agreement.

                           b.       Form D. The Company  agrees to file a Form D
with  respect to the  Securities  as required  under  Regulation  D. 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 Buyers at the Closing  pursuant to
this Agreement under  applicable  securities or "Blue Sky" laws of the states of
the United States.

                           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.

                           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).


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<PAGE>

                           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 38,780 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 any 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 each Buyer at the Closing is subject to the satisfaction,  with respect
to each  Buyer,  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.       Such   Buyer   shall  have   executed   this
Agreement and the  Registration  Rights  Agreement and delivered the same to the
Company.

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

                           c.       The  representations  and warranties of such
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 such 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 such 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 such
Buyer or the Company.

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

                  The  obligation of each 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 each Buyer's sole
benefit and may be waived by such 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 such 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.


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<PAGE>


                           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.

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

                           e.       The   Company   shall  have   executed   and
delivered  to each  Buyer the  Warrants  being  purchased  by such  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,  38,780  shares of Common
Stock.

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

                  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.


                                       9
<PAGE>


                           e.       Entire Agreement; Amendments. This Agreement
supersedes all other prior oral or written  agreements  between the Buyers,  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 any 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

                  with a copy to:

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

                  If to a Buyer, to its address on the Schedule of Buyers,  with
copies to such Buyer's  counsel.  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  Buyers.  A Buyer may  assign  some or all of its
rights hereunder without the consent of the Company, provided, however, that (i)
any such assignment shall not release such Buyer from its obligations  hereunder
unless  such  obligations  are  assumed by such  assignee  and the  Company  has
consented to such  assignment and  assumption,  and (ii) no Buyer may assign its
rights  hereunder  in a manner  that  would  cause the  offering  of  Securities
hereunder to be required to be registered under the 1933 Act.



                                       10
<PAGE>


                           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 Buyers 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 6, shall survive the Closing.  Each
Buyer  shall  be  responsible  only  for  his own  representations,  warranties,
agreements and covenants hereunder.

                           j.       Publicity.  The Company and each 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 any
Buyer, to make any press release or other public disclosure with respect to such
transactions  as is required by applicable  law and  regulations  (although each
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.

                           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 Buyers.  The Company  therefore agrees that the Buyers
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.


                                       11
<PAGE>


                           o.       Construction.  References in this  Agreement
to any gender  shall  include  references  to all  genders.  Unless the  context
otherwise requires,  references in the singular include references in the plural
and vice versa.

                                      * * *






                                       12
<PAGE>



                  IN WITNESS  WHEREOF,  each of the Buyers 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

                                            BUYERS:

                                            /s/ William Brown
                                            -----------------
                                            William Brown

                                            /s/ Susan Gress
                                            ---------------
                                            Susan Gress

                                            /s/ Michael Lauria
                                            ------------------
                                            Michael Lauria

                                            /s/ Michael Loia
                                            ----------------
                                            Michael Loia

                                            s/ Laura Smith
                                            --------------
                                            Laura Smith

                                            /s/ Anthony Spatacco, Jr.
                                            -------------------------
                                            Anthony Spatacco, Jr.

                                            /s/ Anthony Spatacco, Sr.
                                            -------------------------
                                            Anthony Spatacco, Sr.




                                       13
<PAGE>




       SCHEDULE OF BUYERS

                                               Number of      State of
     Investor Name and Address                  Units         Residence
     -------------------------                  -----         ---------

William Brown                                   5,556        New Jersey
825 Mountain Avenue
Westfield, New Jersey  07090

                                                 556        Pennsylvania
Susan Gress
1092 Edgehill Road

Abington, Pennsylvania  19001-4412

Michael Lauria                                  6,000       Pennsylvania
104 Diane Drive
Broomall, Pennsylvania  19008

Michael Loia                                    10,000      Pennsylvania
1272 Farm Road
Berwyn,  Pennsylvania  19312

Laura Smith                                     5,556       Pennsylvania
1900 Rittenhouse Square
Philadelphia, Pennsylvania  19103

Anthony Spatacco, Jr.                           5,556       Pennsylvania
Times Building, 2nd Floor
Ardmore, Pennsylvania  19003

Anthony Spatacco, Sr.                           5,556       Pennsylvania
111 Academy Lane
Broomall, Pennsylvania  19008





                                       14