Exhibit 10(l)


                          SECURITIES PURCHASE AGREEMENT

                  SECURITIES  PURCHASE AGREEMENT (the "Agreement"),  dated as of
April  28,  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 Richard D'Avanzo (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 40,000 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"), 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 Buyer wishes to purchase, upon the terms and conditions
stated in this Agreement, an aggregate of $36,000 of Units; and

                  D.  Contemporaneously  with the execution and delivery of this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement (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 [ ] Units 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 $36,000.  On the Closing  Date (as defined  below),  the 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 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").


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<PAGE>


                           b.  Closing  Date.  The date and time of the  Closing
(the "Closing Date") shall be 1:00 p.m. Eastern Standard Time on April 18, 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 or before 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  check  or by  wire  transfer  of
immediately  available  funds in  accordance  with the  Company's  written  wire
instructions provided 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.



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<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  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
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).


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<PAGE>

                           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 state of
New Jersey.

                  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 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.


                                       4
<PAGE>

                           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,  21,705,946  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).

                           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.  Forty  thousand  (40,000)  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 on 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  on 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 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


                                       5
<PAGE>

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 applicable  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 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.

                           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.


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<PAGE>


                  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. 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.

                           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).

                           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  40,000  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.


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<PAGE>

                           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.

                           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.


                                       8
<PAGE>

                           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, 40,000 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.

                  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.

                                       9
<PAGE>


                           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 the Buyer:

                           Richard D'Avanzo
                           30 Sleepy Hollow Lane
                           Belle Meade, New Jersey  08502-4513

                  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.


                                       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 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.

                           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


                                       11
<PAGE>

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/ Richard D'Avanzo
                                                   --------------------
                                                     Richard D'Avanzo




                                       14