<PAGE>
 
                                                                  EXHIBIT 10.40
================================================================================





                        ------------------------------

                         SECURITIES PURCHASE AGREEMENT

                        ------------------------------


                           SERIES A PREFERRED STOCK

                                      AND

                                   WARRANTS

                                      OF

                                7TH LEVEL, INC.



                            Dated as of May 6, 1998




================================================================================
<PAGE>
 
                               TABLE OF CONTENTS

                                                                           Page

1.   Definitions............................................................ 1

2.   Issuance, Purchase and Sale of Securities.............................. 6
     2.1  Issuance of the Securities........................................ 6
     2.2  Sale and Purchase of the Securities............................... 6

3.   Closing of Sale of Securities.......................................... 6

4.   Deliveries at the Closing  7
     4.1  Deliveries by the Company to the Purchasers on the Closing Date... 7
          (a)    Securities................................................. 7
          (b)    Opinion of Counsel..........................................7
          (c)    Registration Rights Agreement...............................7
          (d)    Officer's Certificate.......................................7
          (e)    Payment of Closing Fees.....................................7
     4.2         Deliveries by the Purchasers to the Company on the Closing
                  Date...................................................... 7
          (a)    Purchase Price..............................................7
          (b)    Registration Rights Agreement...............................7
5.   Representations and Warranties, Etc  7
     5.1  Organization and Qualification; Authority......................... 8
     5.2  Corporate Authorization........................................... 8
     5.3  No Conflict; Requisite Consents................................... 8
     5.4  Capitalization.................................................... 9
     5.5  Litigation; Defaults.............................................. 9
     5.6  No Material Adverse Change........................................10
     5.7  Employee Programs.................................................10
     5.8  Private Offerings.................................................11
     5.10 Financial Statements; No Undisclosed Liabilities..................12
     5.11 Environmental Regulation, Etc.....................................12
     5.12 Properties and Assets.............................................13
     5.13 Insurance.........................................................13
     5.14 Employment Practices..............................................13
     5.15 Intellectual Property.............................................14
     5.16 Material Contracts................................................14
     5.17 Taxes.............................................................14
     5.18 Licenses..........................................................14
     5.19 Transactions with Affiliates......................................15
     5.20 Federal Reserve Regulations.......................................15
<PAGE>
 
     5.21  Investment Company Act...........................................15
     5.22  Broker's or Finder's Commissions.................................15
     5.23  Books and Records................................................15
     5.24  Disclosure.......................................................15

6.   Representations and Warranties of the Purchasers.......................15

7.   Covenants of the Company  16
     7.1   Use of Proceeds..................................................17
     7.2   Charter Documents................................................17
     7.3   Ordinary Course..................................................17
     7.4   Issuance of Securities...........................................17
     7.5   Dividends; Changes in Capital Stock..............................17
     7.6   Change in Condition..............................................18
     7.7   No Action........................................................18

8.   Covenants of the Purchasers............................................18
     8.1   Voting Rights....................................................18
     8.2   Reservation of Securities........................................18

9.   Restrictions on Transfer...............................................18
     9.1   Restrictive Legends..............................................18
     9.2   Notice of the Proposed Transfer; Opinion of Counsel..............19

10.        Miscellaneous....................................................20
     10.1  Indemnification; Expenses, Etc...................................20
     10.2  Survival of Representations and Warranties.......................20
     10.3  Amendment and Waiver.............................................21
     10.4  Notices, Etc.....................................................21
     10.5  Entire Agreement.................................................21
     10.6  Successors and Assigns...........................................21
     10.7  Agreement and Action of the Purchasers...........................21
     10.8  Descriptive Headings.............................................22
     10.9  Governing Law....................................................22
     10.10 Counterparts.....................................................22
 
<PAGE>
 
                                   SCHEDULES
                                   ---------
 
SCHEDULE 5.1    --    Qualified Jurisdictions and Subsidiaries
 
SCHEDULE 5.2    --    Authorization
 
SCHEDULE 5.3    --    Consents
 
SCHEDULE 5.4    --    Capitalization
 
SCHEDULE 5.5    --    Litigation; Defaults
 
SCHEDULE 5.6    --    Material Developments
 
SCHEDULE 5.7    --    ERISA
 
SCHEDULE 5.10   --    Undisclosed Liabilities
 
SCHEDULE 5.11   --    Environmental
 
SCHEDULE 5.12   --    Properties and Assets
 
SCHEDULE 5.13   --    Insurance
 
SCHEDULE 5.14   --    Employment Practices
 
SCHEDULE 5.15   --    Intellectual Property
 
SCHEDULE 5.16   --    Material Contracts
 
SCHEDULE 5.17   --    Taxes
 
SCHEDULE 5.18   --    Licenses
 
SCHEDULE 5.19   --    Transactions with Affiliates
 
SCHEDULE 6      --    Non-accredited Investors
 
SCHEDULE 7.3    --    Dissolved Subsidiaries


                                      iii
<PAGE>
 
                                   EXHIBITS
                                   --------
 
EXHIBIT A    --    Certificate of Designations of Series A Preferred Stock

EXHIBIT B    --    Certificate of Designations of Series B Convertible 
                   Preferred Stock

EXHIBIT C    --    Escrow Agreement
 
EXHIBIT D    --    Form of Registration Rights Agreement
 
EXHIBIT E    --    Form of Warrant
 
EXHIBIT F    --    Form of Opinion of Shereff, Friedman, Hoffman & Goodman, LLP

EXHIBIT G    --    Certificate of Designations of Series C Preferred Stock


                                      iv
<PAGE>
 
                         SECURITIES PURCHASE AGREEMENT
                         -----------------------------

     This SECURITIES PURCHASE AGREEMENT ("Agreement"), dated as of May 6, 1998,
by and among 7th Level, Inc., a Delaware corporation (the "Company") and each of
the several Purchasers (as defined below).

                             W I T N E S S E T H:
                             - - - - - - - - - - 

     WHEREAS, the Company is in the process of raising capital through the sale
by the Company of debt or equity securities resulting in gross proceeds of at
least $7 million (the "Permanent Financing");

     WHEREAS, the Company has previously raised additional funds in the
aggregate amount of $4,500,000 before the consummation of the Permanent
Financing;

     WHEREAS, the Purchasers have committed an aggregate amount of $5,500,000 to
the Company to subscribe for units consisting of Series A Preferred Stock, par
value $.01 per share ("Series A Preferred Stock"), with the powers,
designations, preferences, rights, qualifications, limitations and restrictions
contained in the Certificate of Designations of the Series A Preferred Stock,
substantially in the form of Exhibit A hereto (the "Series A Preferred Stock
Certificate of Designations"), and warrants exercisable for shares of Common
Stock (as defined), which Series A Preferred Stock will convert into Series B
Convertible Preferred Stock, par value $.01 per share ("Series B Convertible
Preferred Stock"), with the powers, designations, preferences, rights,
qualifications, limitations and restrictions contained in the Certificate of
Designations of the Series B Convertible Preferred Stock, substantially in the
form of Exhibit B hereto; and

     WHEREAS, the Company desires to issue and sell to the Purchasers, and the
Purchasers desire to purchase from the Company, (i) the Series A Preferred Stock
in the aggregate amount of $5,500,000 together with (ii) warrants ("Warrants")
exercisable for 250,000 shares of Common Stock for each $1,000,000 invested by
the Purchasers to the Company, on the terms, and subject to the conditions, set
forth herein.

     NOW, THEREFORE, in consideration of these premises, the mutual covenants
and agreements set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

     1.  Definitions.  For purposes hereof unless the context otherwise
requires, the following terms shall have the meanings indicated.  All accounting
terms not otherwise defined herein, shall have the respective meanings accorded
to them under GAAP (as defined below).  Unless the context otherwise requires,
(i) references to a "Schedule" or an "Exhibit" are to a Schedule or an Exhibit
attached to this Agreement, (ii) references to a "section" are to a section of
this Agreement and (iii) any of the following terms may be used in the singular
or the plural, depending on the reference.
<PAGE>
 
          "Accredited Investor" has the meaning ascribed thereto in Section 6(a)
hereof.

          "Affiliate" means any Person (i) which directly or indirectly through
one or more intermediaries controls, or is controlled by, or is under common
control with, the Company, or (ii) which beneficially owns or holds 10% or more
of any class of the outstanding Voting Stock of the Company.  The term "control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through
ownership of Voting Stock, by Contract or otherwise.

          "Agreement" means this Agreement, as amended, modified or supplemented
from time to time, in accordance with the terms hereof, together with any
exhibits, schedules or other attachments thereto.

          "Benefit Plans" has the meaning ascribed thereto in Section 5.7
hereof.

          "Business Day" means any day that is not a Saturday, a Sunday or a day
on which banking institutions in New York, New York are authorized or obligated
by Law, executive order or government decree to be closed.

          "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations, rights in or other equivalents (however designated
and whether voting or non-voting) of such Person's capital stock, whether
outstanding on the Closing Date or issued after the Closing Date and any and all
rights, warrants or options exercisable or exchangeable for or convertible into
such capital stock.

          "Charter Documents" has the meaning ascribed thereto in Section 5.1
hereof.

          "Closing" has the meaning ascribed thereto in Section 3 hereof.

          "Closing Date" has the meaning ascribed thereto in Section 3 hereof.

          "Code" means the Internal Revenue Code of 1986, and the rules and
regulations promulgated thereunder, as amended from time to time.

          "Commission" means the United States Securities and Exchange
Commission or any other federal agency at the time administering the Securities
Act.

          "Common Stock" means the common stock, par value $.01 per share, of
the Company.

          "Company" has the meaning ascribed thereto in the introduction hereof.

                                       2
<PAGE>
 
          "Company Financial Statements" has the meaning ascribed thereto in
Section 5.10 hereof.

          "Company SEC Documents" has the meaning ascribed thereto in Section
5.9 hereof.

          "Contracts" has the meaning ascribed thereto in Section 5.16 hereof.

          "ERISA" means the Employee Retirement Income Security Act of 1974, and
the rules and regulations promulgated thereunder, as amended.

          "ERISA Affiliate" means any trade or business (whether incorporated or
unincorporated) which is a member of a group described in Section 414(b), (c),
(m) or (o) of the Code, of which the Company also is a member.

          "ERISA Affiliate Title IV Plan" has the meaning ascribed thereto in
Section 5.7 hereof.

          "Escrow Agreement" means the Escrow Agreement dated as of the date
hereof, by and among the Company, Shereff, Friedman, Hoffman & Goodman, LLP and
the Purchasers, substantially in the form of Exhibit C hereto.

          "Exchange Act" means the Securities Exchange Act of 1934, and the
rules and regulations of the Commission promulgated thereunder, as amended.

          "Form 10-K" means the Company's Annual Report on Form 10-K for the
year ended December 31, 1997, which has been previously delivered by Donaldson,
Lufkin & Jenrette Securities Corporation to the Purchasers.

          "GAAP" means generally accepted accounting principles and practices
set forth in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession that are applicable to the circumstances as of the
date of determination.

          "Governmental Authority" means any governmental or quasi-governmental
authority including, without limitation, any federal, state, territorial,
county, municipal or other governmental or quasi-governmental agency, board,
branch, bureau, commission, court, arbitration panel, department, authority,
body or other instrumentality or political unit or subdivision or official
thereof, whether domestic or foreign.

          "Indemnified Party" or "Indemnified Parties" has the meaning ascribed
thereto in Section 10.1(a) hereof.

                                       3
<PAGE>
 
          "Intellectual Property" shall mean all registered patents, trademarks,
product designations, service marks, copyrights, and applications for any of the
foregoing, used, licensed, leased or owned, by a Person which is material to the
operations of such Person.

          "Law" means any statute, ordinance, code, rule, regulation or order
enacted, adopted, promulgated, applied or followed by any Governmental
Authority.

          "License" or "Licenses" has the meaning ascribed thereto in Section
5.18 hereof.

          "Lien" means any security agreement, financing statement (whether or
not filed) mortgage, lien (statutory or otherwise), charge, pledge,
hypothecation, conditional sales agreement, adverse claim, title retention
agreement or other security interest, encumbrance, lien, charge, restrictive
agreement, mortgage, deed of trust, indenture, pledge, option, limitation,
exception to or other title defect in or on any interest or title of any vendor,
lessor, lender or other secured party to or of such Person under any conditional
sale, lease, consignment, or bailment given for security purposes, trust receipt
or other title retention agreement with respect to any Property or asset of such
Person, whether direct, indirect, accrued or contingent.

          "Losses" has the meaning ascribed thereto in Section 10.1(a) hereof.

          "Material Adverse Effect" has the meaning ascribed thereto in Section
5.1 hereof.

          "Notes" means the Senior Secured Promissory Notes of the Company in
the  aggregate principal amount of $4,500,000.

          "Permanent Financing" has the meaning ascribed thereto in the
introduction hereof.

          "Person" means any individual, entity or group, including, without
limitation, individual, corporation, limited liability company, limited or
general partnership, joint venture, association, joint stock company, trust,
unincorporated organization, or government or any agency or political
subdivision thereof.

          "Property" means any interest in any kind of property or asset,
whether real, personal or mixed, or tangible or intangible.

          "Purchasers" means each Person who accepts and agrees to the terms
hereof as indicated by signature on an execution page of this Agreement.

          "Registration Rights Agreement" means the Registration Rights
Agreement by and among the Company and the Purchasers, substantially in the form
of Exhibit D hereto, as amended, modified or supplemented from time to time in
accordance with the terms thereof, together with any exhibits, schedules or
other attachments thereto.

                                       4
<PAGE>
 
          "Regulation D" means Regulation D under the Securities Act.

          "Restricted Security" has the meaning ascribed thereto in Section 9.2
hereof.

          "Rule 144" means Rule 144 as promulgated by the Commission under the
Securities Act, and any successor rule or regulation thereto.

          "Rule 144A" means Rule 144A as promulgated by the Commission under the
Securities Act, and any successor rule or regulation thereto.

          "Securities" means the Warrants and the Shares.

          "Securities Act" means the Securities Act of 1933, and the rules and
regulations of the Commission promulgated thereunder, as amended.

          "Series A Preferred Stock" has the meaning ascribed thereto in the
introduction hereof.

          "Series A Preferred Stock Certificate of Designations" has the meaning
ascribed thereto in the introduction hereof.

          "Series B Convertible Preferred Stock" has the meaning ascribed
thereto in the introduction hereof.

          "Series C Preferred Stock" means the Series C Preferred Stock, $.01
par value, of the Company, which shall rank junior to the Series A Preferred
Stock and the Series B Convertible Preferred Stock, with the powers,
designations, preferences, rights, qualifications, limitations and restrictions
contained in the Certificate of Designations of the Series C Preferred Stock,
substantially in the form of Exhibit G hereto.

          "Shares" has the meaning ascribed thereto in Section 2.2 hereof.

          "Subsidiary" means with respect to any Person, any corporation,
association or other business entity of which securities representing more than
50% of the combined voting power of the total Voting Stock (or in the case of an
association or other business entity which is not a corporation, more than 50%
of the equity interest) is at the time owned or controlled, directly or
indirectly, by that Person or one or more Subsidiaries of that Person or a
combination thereof.  When used herein without reference to any Person,
"Subsidiary" means a Subsidiary of the Company.

          "Taxes" has the meaning ascribed thereto in Section 5.17 hereof.

          "Transaction Documents" means, collectively, this Agreement, the
Warrants, the Series A Preferred Stock Certificate of Designations,  the
Registration Rights Agreement and any 

                                       5
<PAGE>
 
and all agreements, exhibits, schedules, certificates, instruments and other
documents delivered pursuant hereto and thereto.

          "Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to vote for the election of directors, managers or trustees of any
Persons (irrespective of whether or not at the time, Capital Stock of any class
or classes will have, or might have, voting power by the reason of the happening
of any contingency).

          "Warrants" has the meaning ascribed thereto in the introduction
hereof.

2.  Issuance, Purchase and Sale of Securities  .

     2.1  Issuance of the Securities.  The Company has authorized the issuance
and sale of the Series  A Preferred Stock in the aggregate principal amount of
$5,500,000 and the Warrants to be acquired by the Purchasers in accordance with
the terms of this Agreement.  The shares of Series A Preferred Stock will be
issued in accordance with the terms of the Series A Preferred Stock Certificate
of Designations attached hereto as Exhibit A.  The Warrants will be issued in
substantially the form of the Warrant attached hereto as Exhibit E.

          2.2  Sale and Purchase of the Securities.  Subject to the terms and
conditions of this Agreement, on the Closing Date, the Company will issue, sell
and deliver to each Purchaser and each Purchaser will purchase from the Company,
such warrants and such shares of Series A Preferred Stock (the "Shares"), as is
specified opposite such Purchaser's name on the signature pages hereto.  At the
Closing (as defined), the aggregate amount of Warrants and the purchase price of
the Shares, which shall be $1,000 per share, shall be payable by the Purchasers
to Shereff, Friedman, Hoffman & Goodman LLP, as escrow agent, in cash by wire
transfer of immediately available funds in accordance with the terms of the
Escrow Agreement, attached hereto as Exhibit C.

     3.  Closing of Sale of Securities.  The purchase and delivery of the
Shares and the Warrants to be purchased by the Purchasers hereunder shall take
place at the offices of Shereff, Friedman, Hoffman & Goodman, LLP, 919 Third
Avenue, New York, New York 10022, at a closing (the "Closing") on or before May
6, 1998 or at such other place or on such other date as the Purchasers and the
Company may agree upon (such date on which the Closing shall have actually
occurred, the "Closing Date").  At the Closing, the Company will deliver or
cause to be delivered to each Purchaser the Shares and the Warrants to be
purchased by such Purchaser pursuant hereto against payment of the purchase
price therefor.  The Shares and the Warrants to be purchased by each Purchaser
hereunder shall each be, with respect to such Purchaser, in the form of a single
share certificate and Warrant (or such greater number of share certificates and
Warrants as each Purchaser may request no less than 48 hours prior to the
Closing), dated the date of the Closing and registered in the Purchaser's name
or that of its nominee (provided to the Company no less than 48 hours prior to
the Closing).

                                       6
<PAGE>
 
     4.  Deliveries at the Closing.

          4.1  Deliveries by the Company to the Purchasers on the Closing Date.
At the Closing, the Company will deliver or cause to be delivered to each
Purchaser, against payment of the purchase price as provided herein:

               (a)  Securities.  The Warrants and the certificates
representing the Shares, as provided in Section 3 hereof.

               (b)  Opinion of Counsel.  A favorable opinion from Shereff,
Friedman, Hoffman & Goodman, LLP, counsel for the Company, substantially in the
form set forth in Exhibit F, addressed to the Purchasers, dated the Closing Date
and otherwise satisfactory in substance and form to the Purchasers, and their
respective counsel.

               (c)  Registration Rights Agreement.  The Registration Rights
Agreement, duly executed by the Company.

               (d)  Officer's Certificate.  A certificate, dated the Closing
Date, of an officer of the Company, (i) certifying as true, complete and correct
its Charter Documents and resolutions relating to the transactions contemplated
by this Agreement and the other Transaction Documents, (ii) as to the absence of
proceedings or other action for dissolution, liquidation or reorganization of
the Company, and (iii) as to the incumbency and specimen signatures of officers
who shall have executed instruments, agreements and other documents in
connection with the transactions contemplated hereby.

               (e)  Payment of Closing Fees.  The fees, expenses and
disbursements of not more than one counsel for the Purchasers not to exceed
$10,000 reflected in statements of such counsel rendered prior to or on the
Closing Date.
 
          4.2  Deliveries by the Purchasers to the Company on the.  At the
Closing, each Purchaser will deliver or Closing Date cause to be delivered to
the Company the following:
 
               (a)  Purchase Price.  Such Purchaser's payment of the purchase
price, as provided herein.
 
               (b)  Registration Rights Agreement.  The Registration Rights
Agreement, duly executed by the Purchasers and Agent.
 
     5.   Representations and Warranties, Etc.  In order to induce the
Purchasers to purchase the Securities, the Company represents and warrants to
the Purchasers that:

          5.1  Organization and Qualification; Authority. The Company is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware. Schedule 5.1 attached hereto contains a list of
the name and jurisdiction of organization of each of 

                                       7
<PAGE>
 
the Company's Subsidiaries and the Company's ownership interest with respect
thereto. Each Subsidiary material to the business of the Company is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation. The Company and each of its Subsidiaries
has full corporate power and authority and all necessary government approvals to
own and lease its properties and carry on its business as presently conducted,
is duly qualified, registered or licensed as a foreign corporation to do
business and is in good standing in each jurisdiction in which the ownership or
leasing of its properties or the character of its present operations makes such
qualification, registration or licensing necessary, except where the failure to
so qualify or be in good standing would not have a material adverse effect on
the condition (financial or otherwise), assets, business or results of
operations of the Company and its Subsidiaries, taken as a whole (a ''Material
Adverse Effect"). The Company has heretofore delivered to the Purchasers'
counsel complete and correct copies of (i) the certificate of incorporation and
(ii) the by-laws of the Company and its Subsidiaries, each as amended to date
and as presently in effect (collectively, the ''Charter Documents").

          5.2  Corporate Authorization.  The execution, delivery and performance
by the Company of this Agreement and the other Transaction Documents are within
the Company's corporate power and authority. The execution and delivery of this
Agreement and the other Transaction Documents by the Company and the performance
by the Company of its obligations hereunder and thereunder, have been duly
authorized by all requisite corporate action and no other corporate proceedings
on the part of the Company other than those listed on Schedule 5.2 are necessary
to authorize this Agreement and the other Transaction Documents. This Agreement
and the other Transaction Documents have been duly executed and delivered by
duly authorized officers of the Company and, assuming the due authorization,
execution and delivery thereof by all parties thereto other than the Company,
constitutes a legal, valid and binding obligation of the Company, enforceable
against it in accordance with its terms, except as may be limited by bankruptcy,
reorganization, moratorium, fraudulent conveyance and insolvency laws and by
other laws affecting the rights of creditors generally and except as may be
limited by the availability of equitable remedies.

          5.3  No Conflict; Requisite Consents.  The execution, delivery and
performance by the Company of this Agreement and the other Transaction Documents
does not and will not (i) contravene or conflict with the Charter Documents and
any amendments thereto as contemplated by the Form 10-K, (ii) constitute a
default under or give rise to a right of termination, cancellation or
acceleration of any right or obligation of the Company or any of the Company's
Subsidiaries under any provision of any written agreement or other instrument
binding upon the Company or any of the Company's Subsidiaries or require the
consent of any third party under any Law applicable to the Company or any
License held by the Company or any of the Company Subsidiaries, or (iii) result
in the creation or imposition of any Lien on any asset of the Company or any of
the Company's Subsidiaries, except, with respect to each of the occurrences or
results referred to in clauses (ii) and (iii) of this sentence, (a) the third
party consents set forth in Schedule 5.3 and (b) such items which would not have
a Material Adverse Effect.

                                       8
<PAGE>
 
          5.4  Capitalization.

               (a)  As of April 28, 1998, the authorized Capital Stock of the
Company consists of 20,000,000 shares of Common Stock and 100,000 shares of
preferred stock, par value $.01 per share, of which 13,857,361 shares of Common
Stock and no shares of preferred stock are issued and outstanding. All issued
and outstanding shares of the Company's Capital Stock are validly issued, fully
paid and nonassessable. Except as set forth on Schedule 5.4, there are no (i)
outstanding subscriptions, options, warrants or rights (including registration
rights, conversion rights and preemptive rights), agreements, calls, convertible
securities, arrangements or commitments of any character to which the Company is
a party relating to the issued or unissued Capital Stock or other securities of
the Company or obligating the Company to grant, issue or sell any such options,
warrants or rights or (ii) shares of Common Stock reserved for issuance upon the
exercise of any warrants, options granted or to be granted under any stock
option plan or any options previously granted outside of any stock option plan.

               (b)  All the outstanding shares of Common Stock of the Company's
Subsidiaries are validly issued, fully paid and nonassessable and are owned by
the Company or by a Subsidiary of the Company free and clear of all Liens,
except as set forth on Schedule 5.4 and except for Liens which in the aggregate
are not material to the Company and its Subsidiaries. As of the date of this
Agreement, there are no outstanding options, warrants, preemptive or other
rights, Contracts, commitments, undertakings or arrangements by which any of the
Company's Subsidiaries is or may become obligated to issue any additional shares
of their Capital Stock or securities convertible into any such shares except as
set forth on Schedule 5.4 or as contemplated by the Form 10-K. The Company does
not directly or indirectly own any interest in any other corporation,
partnership, joint venture or other business association or entity, which
interest is material to the Company and its Subsidiaries, taken as a whole,
except as set forth on Schedule 5.4, or in the Form 10-K for the fiscal year
ended December 31, 1997 heretofore made available to the Purchasers, or
otherwise publicly disclosed in a subsequent filing with the Commission pursuant
to the Securities Act or the Exchange Act. Schedule 5.4 contains a list of all
options, warrants or other securities convertible into shares of Common Stock
granted or approved to be granted by the Company's Board of Directors (or a
committee thereof) prior to the date hereof.

          5.5  Litigation; Defaults.  There is no action, suit, proceeding or
investigation pending or, to the knowledge of the Company, threatened against or
affecting the Company, any of its Subsidiaries, or any properties of any of the
foregoing, before or by any Governmental Authority, which would  (i) have a
Material Adverse Effect, or (ii) impair the ability of the Company to perform
any material obligation which the Company has under any Transaction Document
except as set forth on Schedule 5.5 or Schedule 5.11.  Neither the Company nor
any of its Subsidiaries is in violation of, or in default under (and there does
not exist any event or condition which, after notice or lapse of time or both,
would constitute such a default under), any term of its Charter Documents, or of
any term of any agreement, Contract, instrument, judgment, decree, writ,
determination, arbitration award, or Law applicable to the Company or any of its
Subsidiaries or to which the Company or any of its Subsidiaries is bound, or to
any Properties of the Company or any of its Subsidiaries, except 

                                       9
<PAGE>
 
in each case to the extent that such violations or defaults would not (a) affect
the validity or enforceability of any Transaction Document, (b) have a Material
Adverse Effect or (c) impair the ability of the Company to perform any material
obligation which the Company has under any Transaction Document except as set
forth on Schedule 5.5 or Schedule 5.11.

          5.6  No Material Adverse Change.  Since December 31, 1997, there has
been (i) no material adverse change in the condition (financial or otherwise),
assets, business, projects or results of operations of the Company or any of its
Subsidiaries, (ii) no material obligation or liability (contingent or otherwise)
incurred by the Company or any of its Subsidiaries, other than obligations and
liabilities incurred in the ordinary course of business and no material Lien
placed on any of the Properties of the Company or any of its Subsidiaries that
remains in existence on the date hereof, other than liabilities and Liens
described on Schedule 5.12 hereto, and (iii) no acquisition or disposition of
any material assets by the Company or any of its Subsidiaries (or any Contract
or arrangement therefor), or any other material transaction, otherwise than for
fair value in the ordinary course of business, except as set forth on Schedule
5.6, the Company SEC Documents or by virtue of the Company exiting the games
business and the international business.

          5.7  Employee Programs.

               (a)  Neither the Company nor its Subsidiaries provide, nor has an
obligation to provide, or make contributions to provide compensation or benefits
of any kind or description whatsoever (whether current or deferred and whether
paid in cash or in kind) to, or on behalf of, one, or more than one, current or
former employees or directors of the Company, its Subsidiaries or any of its
current or former Affiliates or any of their dependents, other than any plans,
programs or other arrangements which only provide for the payment of cash
compensation currently from the general assets of the Company or its
Subsidiaries on a payday by payday basis as base salary or hourly wages for
current services and other than policies for vacation and sick days and except
as disclosed on Schedule 5.7 (individually, a "Benefit Plan," and collectively,
the "Benefit Plans").  Each of the Benefit Plans is listed on Schedule 5.7.

               (b)  Except as disclosed on Schedule 5.7:

                    (i)    No ERISA Affiliate (other than the Company or its
          Subsidiaries) provides, or has an obligation to provide,
          contributions, compensation or benefits of or under any plan, program
          or arrangement which is subject to Title IV of ERISA ("ERISA Affiliate
          Title IV Plan").

                    (ii)   The Company has furnished or made available to the
          Purchasers a true, complete and current copy of each written Benefit
          Plan and any amendments thereto, a summary of each other Benefit Plan,
          and all Internal Revenue Service, Department of Labor or Pension
          Benefit Guaranty Corporation rulings or determinations, annual
          reports, summary plan descriptions, actuarial and other 

                                       10
<PAGE>
 
          financial reports and such other documentation with respect to any
          Benefit Plan as was reasonably requested by the Purchasers.

                    (iii)  No assets have been set aside in a trust or other
          separate account to pay directly or indirectly any benefits under any
          Benefit Plan or to the extent assets have been set aside, all assets
          are shown on the books and records of such trust or separate account
          at their fair market value as of the date of any report last provided
          with respect to such trust.

                    (iv)   Each Benefit Plan and each ERISA Affiliate Title IV
          Plan has been established, maintained and administered in compliance
          in all material respects with all applicable Laws.  The Company has no
          duty or obligation to indemnify or hold any other person or entity
          harmless for any liability attributable to any acts or omissions by
          such person or entity with respect to any Benefit Plan or ERISA
          Affiliate Title IV Plan, other than indemnification obligations to
          Benefit Plan fiduciaries under the terms of the Benefit Plan documents
          and corporate charters, by-laws and state corporate Law.

                    (v)    Neither the Company nor its Subsidiaries has incurred
          any material liability for any tax or penalty with respect to any
          Benefit Plan, ERISA Affiliate Title IV Plan or any group health plan
          (as described in Section 5000 of the Code) of an ERISA Affiliate
          including, without limitation, any tax or penalty under ERISA or under
          the Code.

                    (vi)   Neither the Company nor its Subsidiaries has
          terminated or withdrawn from, or sought a funding waiver with respect
          to, any Benefit Plan which is subject to Title IV of ERISA.

                    (vii)  To the knowledge of the Company, there is no proposed
          or actual audit or investigation by any Governmental Authority with
          respect to any Benefit Plan or ERISA Affiliate Title IV Plan.

                    (viii) Neither the Company nor its Subsidiaries has any
          obligation to make, or reimburse another employer, directly or
          indirectly, for making, contributions to a multi employer plan as
          described in Title IV of ERISA.

          5.8  Private Offerings.  Assuming the truth of the Purchasers'
representations and acknowledgments contained in Section 6 hereof, neither the
Company nor any person acting on its behalf (other than the Purchasers, as to
whom the Company makes no representations) has offered or sold the Securities by
means of any general solicitation or general advertising within the meaning of
Rule 502(c) under the Securities Act.  The Company has not sold the Securities
to anyone other than the Purchasers designated in this Agreement.  No securities
of the same class or series as the Securities have been issued and sold by the
Company prior to the date hereof.  Each Security shall 

                                       11
<PAGE>
 
bear substantially the same legend set forth in Section 9.1 hereof for at least
so long as required by the Securities Act.

          5.9  Company SEC Documents.  The Company has filed with the
Commission, and has heretofore made available to the Purchasers, true and
complete copies of, each report, schedule, registration statement and definitive
proxy statement required to be filed by it under the Exchange Act or the
Securities Act (as such documents have been amended since the time of their
filing, collectively, the "Company SEC Documents").  As of their respective
dates, the Company SEC Documents do not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.  Assuming the truth of
the Purchasers' representations and acknowledgments contained in Section 6
hereof and any required filings pursuant to the Securities Act or any state
securities laws, or such other post-closing filings as may be required, the
offer and sale of the Securities are and will be exempt from the registration
and prospectus delivery requirements of the Securities Act, and have been
registered or qualified (or are exempt from registration and qualification)
under the registration, permit or qualification requirements of all applicable
state securities laws.

          5.10  Financial Statements; No Undisclosed Liabilities.  The
financial statements of the Company included or incorporated by reference in the
Company SEC Documents (the "Company Financial Statements") have been prepared in
accordance with GAAP applied on a consistent basis (except as may be indicated
therein or in the notes thereto) and fairly present in all material respects the
consolidated financial position of the Company and the consolidated Subsidiaries
of the Company as at the dates thereof and the consolidated results of their
operations and cash flows for the periods then ended (subject, in the case of
any unaudited interim financial statements, to normal year-end adjustments and
any other adjustments described therein).  Since December 31, 1997, neither the
Company nor any of the Company's Subsidiaries has incurred any liabilities or
obligations of any nature, whether or not accrued, absolute, contingent or
otherwise, that would have a Material Adverse Effect, other than liabilities (i)
disclosed in press releases set forth on Schedule 5.10, Schedule 5.10 or the
Company SEC Documents filed prior to the date of this Agreement (all of which
have been furnished to the Purchasers), (ii) adequately provided for in the
Company Financial Statements or disclosed in any related notes thereto (all of
which have been furnished to the Purchasers), (iii) not required under GAAP to
be reflected in the Company Financial Statements, or disclosed in any related
notes thereto, (iv) incurred in connection with the Permanent Financing, this
Agreement or the other Transaction Documents, or (v) incurred in the ordinary
course of business.

          5.11  Environmental Regulation, Etc.  To the knowledge of the
Company, (i) the operations of the Company and its Subsidiaries comply in all
material respects with all applicable federal, state or local environmental,
health and safety statutes and regulations; (ii) none of the operations of the
Company or its Subsidiaries is the subject of any judicial or administrative
proceeding alleging the violation of any federal, state or local environmental,
health or safety statute or regulation; (iii) none of the operations of the
Company or its Subsidiaries is the subject of a 

                                       12
<PAGE>
 
federal or state investigation evaluating whether any remedial action is needed
to respond to a release of any hazardous or toxic waste, substance or
constituent, or other substance into the environment; (iv) neither the Company
nor its Subsidiaries has filed any notice under any federal or state Law
indicating past or present treatment, storage or disposal of a hazardous waste
or reporting a spill or release of a hazardous or toxic waste, substance or
constituent, or other substance into the environment; and (v) neither the
Company nor its Subsidiaries has contingent liability in connection with any
release of any hazardous or toxic waste, substance or constituent, or other
substance into the environment except as set forth on Schedule 5.11.

          5.12  Properties and Assets.  The Company and its Subsidiaries have
good record and marketable fee title to all real Property and all other Property
and assets, whether tangible or intangible, owned by them and reasonably
necessary in the conduct of business of the Company or its Subsidiaries, except
defects in title which would not have a Material Adverse Effect or disclosed on
Schedule 5.12.  The Company and its Subsidiaries have complied with all
commitments and obligations on their part to be performed or observed under each
of the leases listed on Schedule 5.12, except for such noncompliance which would
not have a Material Adverse Effect.  All buildings, machinery and equipment of
the Company and its Subsidiaries are in good repair and working order, except
for ordinary wear and tear, and except as would not have a Material Adverse
Effect.

          5.13  Insurance.  A list of all insurance policies covering the
assets, business, equipment and Properties under which the Company or any of its
Subsidiaries may derive any material benefit is set forth on Schedule 5.13
hereof.  Except as set forth on Schedule 5.13, such policies of insurance and
bonds (or other policies and bonds providing substantially similar insurance
coverage) are and have been in full force and effect for at least the last year
and remain in full force and effect.  Such policies of insurance and bonds are
of the type and in amounts customarily carried by Persons conducting business
similar to that presently conducted by the Company and its Subsidiaries.  The
Company knows of no threatened termination of any such policies or bonds.

          5.14  Employment Practices.  Neither the Company nor its
Subsidiaries is a party to, or bound by, any collective bargaining agreement,
Contract or other agreement or understanding with a labor union organization
except as set forth on Schedule 5.14.  Except as set forth on Schedule 5.14,
there (i) is no unfair labor practice or material labor arbitration proceeding
pending or, to the Company's knowledge, threatened against the Company or its
Subsidiaries, (ii) are no organizational efforts with respect to the formation
of a collective bargaining unit presently being made or, to the Company's
knowledge, threatened involving employees of the Company or its Subsidiaries,
and (iii) is no material labor controversy in existence with respect to the
Company's or the Subsidiaries' business and operations.

          5.15  Intellectual Property.  Schedule 5.15 annexed hereto sets
forth an accurate and complete list of all Intellectual Property owned or
licensed by the Company and its Subsidiaries.  Except as set forth on Schedule
5.15, (i) the Company and its Subsidiaries own, are licensed or 

                                       13
<PAGE>
 
otherwise have the right to use, all Intellectual Property used in the business
of the Company and its Subsidiaries, as presently conducted or as proposed by
the Company or its Subsidiaries to be conducted, (ii) to the knowledge of the
Company, the use of the Intellectual Property by the Company or its Subsidiaries
does not infringe upon or otherwise violate the rights of any third party in or
to such Intellectual Property, and no claim has been asserted with respect
thereto which violation or assertion would have a Material Adverse Effect, and
(iii) no Employee of the Company or its Subsidiaries has a right to receive a
royalty or similar payment, or has any other monetary rights, in respect of any
item of Intellectual Property of the Company or its Subsidiaries.

          5.16  Material Contracts.  Schedule 5.16 sets forth a true, complete
and correct list of all contracts, agreements, commitments, obligations and
licenses to which the Company or its Subsidiaries is a party that are material
("Contracts").  All of the Contracts are valid and binding and are in full force
and effect; and, except as set forth in Schedule 5.16 hereto, there are no
existing material defaults (or events which, with notice or lapse of time or
both, would constitute a material default) by the Company or its Subsidiaries,
or, to the Company's knowledge, any other party thereunder.

          5.17  Taxes.  The Company and its Subsidiaries have in all material
respects filed or obtained extensions of all federal, state, local and foreign
income, excise, franchise, real estate, sales and use and other tax returns
heretofore required by Law to be filed by it.  All material federal, state,
county, local, foreign or other income taxes which have become due or payable by
the Company or any of its Subsidiaries (collectively, "Taxes"), have been paid
in full or are adequately provided for in accordance with GAAP on the financial
statements of the applicable Person.  No Liens arising from or in connection
with Taxes have been filed and are currently in effect against the Company or
any of its Subsidiaries, except for Liens for Taxes which are not yet due or
which would not have a Material Adverse Effect.  Except as set forth on Schedule
5.17, no audits or investigations are pending or, to the knowledge of the
Company, threatened with respect to any tax returns or Taxes of the Company or
any of its Subsidiaries.

          5.18  Licenses.  The Company and its Subsidiaries hold all material
licenses, franchises, permits, consents, registrations, certificates and other
approvals (individually, a "License" and collectively, "Licenses") required for
the conduct of their business as now being conducted, and are operating in
substantial compliance therewith, except where the failure to hold any such
License or to operate in compliance therewith would not have a Material Adverse
Effect.  Except as set forth on Schedule 5.18, the Company and its Subsidiaries
are in substantial compliance with all Laws applicable to it, except in each
case where the failure so to comply would not have a Material Adverse Effect or
a material adverse effect on the ability of the Company or any of its
Subsidiaries to perform any obligation that it has under any Transaction
Document to which it is a party.

          5.19  Transactions with Affiliates.  There are no material
transactions, agreements or understandings, existing or presently contemplated,
between or among the Company or any of its Subsidiaries, and any of their
officers or directors or stockholders or any of their Affiliates or associates
except as set forth on Schedule 5.19 or contemplated by the Form 10-K.

                                       14
<PAGE>
 
          5.20  Federal Reserve Regulations.  None of the transactions
contemplated by this Agreement (including without limitation the use of the
proceeds from the sale of the Securities) will violate or result in a violation
of Section 7 of the Exchange Act, or any regulation promulgated thereunder,
including without limitation Regulations G, T, U and X of the Board of Governors
of the Federal Reserve System.

          5.21  Investment Company Act.  Neither the Company nor any of its
Subsidiaries is an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

          5.22  Broker's or Finder's Commissions.  With the exception of the
retention of Donaldson, Lufkin & Jenrette Securities Corporation, the Company
has not employed any agent, broker, investment banker, finder or financial
advisor or incurred any liability for any broker's or finder's fee or any other
commission or similar fee in connection with any of the transactions
contemplated by this Agreement and the other Transaction Documents.

          5.23  Books and Records.  The books of account, minute books, stock
record books and other records of the Company and the Company's Subsidiaries,
all of which have been made available to the Purchasers, are complete and
correct in all material respects.

          5.24  Disclosure.  The Form 10-K, this Agreement and the other
Transaction Documents do not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.

     60   Representations and Warranties of the Purchasers.

          (a) Each Purchaser represents for itself to the Company that (i)
except as set forth on Schedule 6, it is an accredited investor as defined in
Regulation D under the Securities Act ("Accredited Investor"), and (ii) by
reason of its business and financial experience, and the business and financial
experience of those persons, if any, retained by it to advise it with respect to
its investment in the Securities, such Purchaser together with such advisers
have such knowledge, sophistication and experience in business and financial
matters as to be capable of evaluating the merits and risk of the prospective
investment, and that it is purchasing the Securities for its own account or for
one or more separate accounts maintained by it or for the account of one or more
institutional investors on whose behalf such Purchaser has authority to make
this representation for investment and not with a view to the distribution
thereof or with any present intention of distributing or selling any of the
Securities except in compliance with the Securities Act and except to one or
more such institutional investors, provided that the disposition of such
Purchaser's or such investor's property shall at all times be within its
control.  Each Purchaser that is not an Accredited Investor represents for
itself to the Company that he or she has been furnished by the Company with all
information required by regulation D under the Securities Act in connection with
this Agreement 

                                       15
<PAGE>
 
and the transactions contemplated hereby. Each Purchaser understands and agrees
that the Company's offer and sale of the Securities have not been registered
under the Securities Act and the Securities may be resold only if registered
pursuant to the provisions thereunder or if an exemption from registration is
available.

          (b)  Each Purchaser which is an insurance company represents, to the
knowledge of such Purchaser, that no part of the funds to be used by it to
purchase the Securities to be purchased by such Purchaser constitutes assets
allocated to any separate account maintained by such Purchaser that contains the
assets of any Benefit Plan listed on Schedule 5.7 (or its related trust).  Each
Purchaser which is not an insurance company or an "investment company" (as
defined in the Investment Company Act of 1940, as amended) also represents, to
the knowledge of such Purchaser, that no part of the funds to be used to
purchase the Securities to be purchased by such Purchaser constitutes assets
allocated to any trust or other entity which contains the assets of any Benefit
Plan listed on Schedule 5.7.  The representations made in the preceding
sentences are made solely in reliance upon, and subject to, the accuracy of the
Company's representations contained in Section 5.7 of this Agreement and the
list of Benefit Plans shown on Schedule 5.7.  As used in this section, the term
"separate account" shall have the meaning assigned to it in Section 3(17) of
ERISA.

          (c)  Each Purchaser represents for itself to the Company that it has
full power and authority and has taken all action necessary to authorize it to
enter into and perform its obligations under this Agreement and the other
Transaction Documents.  This Agreement is the legal, valid and binding
obligation of each Purchaser, and is enforceable against each Purchaser in
accordance with its terms, except as may be limited by bankruptcy,
reorganization, moratorium, fraudulent conveyance and insolvency laws and by
other laws affecting the rights of creditors generally and except as may be
limited by the availability of equitable remedies.

          (d)  Each Purchaser acknowledges for itself that it has read the Form
10-K and has received all the information it has requested from the Company and
has had the opportunity to ask questions of the Company and, relying on the
completeness and accuracy of such information, such Purchaser believes such
information is sufficient to make an informed decision with respect to its
purchase of the Securities.

          (e)  Each Purchaser acknowledges for itself that the address set forth
on  such Purchaser's signature page hereto is such Purchaser's principal place
of business.

     70  Covenants of the Company.  The Company covenants and agrees that from
the date hereof until the earlier of the consummation of the sale of the Series
B Convertible Preferred Stock to the holders of the Notes as contemplated below
or the repayment of the Notes in full, unless the Purchasers shall otherwise
consent in writing, it will do or cause the following:

          7.1  Use of Proceeds.  Use the net proceeds from the sale of the
Securities to provide for working capital requirements and general corporate
purposes.

                                       16
<PAGE>
 
          7.2  Charter Documents.  The Charter Documents shall not have been
modified or amended since the date delivered by the Company, except for the
Company's Certificate of Incorporation which may be amended to increase the
number of authorized shares of Capital Stock, to change the terms of the
Company's blank check preferred stock in order to provide for the establishment
of voting rights and to perform such other acts as are necessary to establish
the terms of the Series A Preferred Stock, the Series B Convertible Preferred
Stock and the Series C Preferred Stock.

          7.3  Ordinary Course.  Other than with respect to the Company's
games business and international business, the Company's business and the
businesses of its Subsidiaries shall be conducted only in the ordinary course of
business and in a manner consistent with past practice.  The Company shall use
commercially reasonable efforts to preserve substantially intact the business
organization of itself and its Subsidiaries, to keep available the services of
its present officers and employees and to preserve its present relationships
with customers, suppliers and other persons with which it has a significant
business relationship, except as otherwise contemplated by the Company SEC
Documents; provided, however, that the Company shall be permitted to close
international business offices and dissolve its Subsidiaries listed on Schedule
7.3.

          7.4  Issuance of Securities.  The Company shall not, nor shall it
permit any of its Subsidiaries to, issue, deliver, sell, redeem, acquire,
authorize or propose to issue, deliver, sell, redeem, acquire or authorize, any
shares of its Capital Stock of any class or any securities convertible into, or
any rights, warrants or options to acquire, any such shares or convertible
securities or other ownership interest, provided that the Company shall be
permitted to (i) issue the securities as set forth on Schedule 5.4, (ii) issue
Common Stock, Warrants, Series B Convertible Preferred Stock resulting from the
provisions of this Agreement and the Securities Purchase Agreement dated as of
May 6, 1998 by and among the Company, Alpine Associates, a New Jersey Limited
Partnership and East West Capital Associates, Inc. relating to the sale of the
Notes, and in each case the documents executed, filed or delivered in connection
therewith or Series C Preferred Stock and (iii) grant options to purchase up to
an aggregate of 10% of the shares of Common Stock outstanding, as determined on
a fully-diluted basis.

          7.5  Dividends; Changes in Capital Stock.  The Company shall not,
nor shall it permit any of its Subsidiaries to, nor shall it propose to: (i)
declare, set aside, make or pay any dividend or other distribution, payable in
cash, stock, property or otherwise, with respect to any of its Capital Stock,
except with respect to the Series A Preferred Stock and the Series B Convertible
Preferred Stock; or (ii) reclassify, combine, split, subdivide or redeem,
promptly purchase or otherwise acquire, directly or indirectly, any of its
Capital Stock.

          7.6  Change in Condition.  The Company shall promptly advise the
Purchasers in writing of any change in the condition (financial or otherwise),
operations or properties or businesses of the Company or any of its Subsidiaries
which would have a Material Adverse Effect.

                                       17
<PAGE>
 
          7.7  No Action.  The Company shall not, and shall not permit any of
its Subsidiaries to, take or agree or commit to take any action, (i) that is
likely to make any of its representations or warranties hereunder inaccurate; or
(ii) that is prohibited pursuant to the provisions of this Section 7.

          7.8  Replacement of Certificates.  Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction, or mutilation of
any certificate representing any of the Securities, and in the case of loss,
theft or destruction, upon receipt of indemnity in reasonable form and scope,
the Company will issue a new certificate representing such Securities in lieu of
such lost, stolen, destroyed, or mutilated certificate.

     80  Covenants of the Purchasers.

          8.1  Voting Rights.  The Purchasers agree to vote all shares of
Common Stock beneficially owned by them or by any of their affiliates in favor
of the amendment to the Company's Certificate of Incorporation contemplated by
the Series A Preferred Stock Certificate of Designations attached as Exhibit A
hereto and the Company may request voting agreements to be executed by all such
affiliates.  The Company shall use its best efforts to cause such amendment to
be approved by the Company's stockholders or for an exemption of the Nasdaq
Stock Market to be granted and shall recommend to its stockholders a vote in
favor of these matters.

          8.2  Reservation of Securities.  The Company shall reserve and set
apart and have at all times, free from preemptive rights, the number of
authorized but unissued shares of Series A Preferred Stock,  and shall use its
best efforts to reserve and set apart and have at all times, free from
preemptive rights, the number of authorized but unissued shares of Series B
Convertible Preferred Stock (and shares of Common Stock convertible upon
conversion of the Series B Convertible Preferred Stock), to conform to the
Company's obligations set forth in Section 8.1.

     90  Restrictions on Transfer.

          9.1  Restrictive Legends. Except as otherwise permitted by this
Section 9, each Security issued pursuant to this Agreement shall be stamped or
otherwise imprinted with a legend in substantially the following form:

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT
          TO THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE.  SUCH SECURITIES
          MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
          OTHERWISE ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT
          WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT,
          (ii) RULE 144 OR RULE 144A UNDER SUCH ACT, OR (iii) ANY OTHER

                                       18
<PAGE>
 
          EXEMPTION FROM REGISTRATION UNDER SUCH ACT, PROVIDED THAT, IF
          REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY
          SATISFACTORY IN FORM AND SUBSTANCE IS FURNISHED TO THE COMPANY THAT AN
          EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.

     The Company shall maintain a copy of this Agreement and any amendments
thereto on file in its principal office, and will make such copy available
during normal business hours for inspection to any party thereto or will provide
such copy to any Purchaser upon its request.

          9.2  Notice of the Proposed Transfer; Opinion of Counsel.  Each
Purchaser of each Security bearing the restrictive legend set forth in Section
9.1 above ("Restricted Security") agrees that prior to any transfer or attempted
transfer of such Restricted Security to give to the Company (a) written notice
describing the manner or circumstances of such transfer or proposed transfer,
and (b) an opinion of counsel, which is knowledgeable in securities law matters,
in form and substance reasonably satisfactory to the Company, to the effect that
the proposed transfer of such Restricted Security may be effected without
registration of such Restricted Security under the Securities Act.  If the
holder of the Restricted Security delivers to the Company an opinion of counsel
in form and substance reasonably satisfactory to the Company that subsequent
transfers of such Restricted Security will not require registration under the
Securities Act, the Company will after such contemplated transfer deliver new
Securities for such Restricted Security which do not bear the Securities Act
legend set forth in Section 9.1 above. The restrictions imposed by this Section
9 upon the transferability of any particular Restricted Security shall cease and
terminate (i) when such Restricted Security has been sold pursuant to an
effective registration statement under the Securities Act, (ii) when such
Restricted Security has been transferred pursuant to Rule 144 or Rule 144A
promulgated under the Securities Act, or (iii) upon the date which is two (2)
years after the later of (A) the original issue date of the Restricted Security
and (B) the last date on which the Company or any Affiliate of the Company was
the owner of the Restricted Security (or any predecessor Restricted Security).
As used in this Section 9.2, the term "transfer'' encompasses any sale, transfer
or other disposition of any Securities referred to herein.

     100  Miscellaneous.

          10.1  Indemnification; Expenses, Etc.

               (a)  The Company agrees to indemnify and hold harmless each
Purchaser, its Affiliates and each of its and their respective directors,
officers, partners, principals and attorneys (individually, an "Indemnified
Party" and, collectively, the "Indemnified Parties") from and against any and
all losses, claims, damages, liabilities, costs (including reasonable attorneys'
fees) and expenses (collectively, "Losses") to which any Indemnified Party may
become subject, insofar as such Losses arise out of, in any way relate to, or
result from (i) any breach of any representation or warranty made by the
Company, or the failure of the Company to fulfill any agreement or covenant

                                       19
<PAGE>
 
contained in this Agreement or any other Transaction Document, or (ii) any
proceeding against the Company or any Indemnified Party brought by any third
party arising out of or in connection with this Agreement or the other
Transaction Documents; provided, however, that the Company shall not have any
obligation under this indemnity provision after twelve months from the date
hereof, or for liabilities resulting from the gross negligence or willful
misconduct of any Indemnified Party. The Company agrees to reimburse any
Indemnified Party for all such Losses as they are incurred or suffered by such
Indemnified Party.

               (b)  If any Indemnified Party is entitled to indemnification
hereunder, such Indemnified Party shall give prompt notice to the Company of any
claim or of the commencement of any proceeding against the Company or any
Indemnified Party brought by any third party with respect to which such
Indemnified Party seeks indemnification pursuant hereto; provided, however, that
the delay to so notify the Company shall not relieve the Company from any
obligation or liability except to the extent the Company is prejudiced by such
delay. The Company shall have the right, exercisable by giving written notice to
an Indemnified Party within 30 days after the receipt of written notice from
such Indemnified Party of such claim or proceeding, to assume, at the expense of
the Company, the defense of any such claim or proceeding with counsel reasonably
satisfactory to such Indemnified Party. The Company shall not consent to entry
of any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by claimant or plaintiff to such
Indemnified Party or Parties of a release, in form and substance satisfactory to
the Indemnified Party or Parties, from all liability in respect of such claim,
litigation or proceeding.

          10.2  Survival of Representations and Warranties.  All representations
and warranties contained in this Agreement or in the other Transaction Documents
shall survive, for the duration of any statutes of limitation applicable
thereto, the execution and delivery of this Agreement, any investigation at any
time made by any Purchaser or on such Purchaser's behalf, the purchase of the
Securities by the Purchasers under this Agreement and any disposition of or
payment on the Securities; provided, however, that such representations and
warranties shall expire upon the earlier of the consummation of the Permanent
Financing.

          10.3  Amendment and Waiver. This Agreement may be amended, modified
or supplemented, and waivers or consents to departures from the provisions
hereof may be given, provided that the same are in writing and signed by the
Purchasers and/or the other holders of the  Shares, holding a majority of the
aggregate amount of the Shares, and the Company.

          10.4  Notices, Etc. Except as otherwise provided in this Agreement,
notices and other communications under this Agreement shall be in writing and
shall be delivered personally, sent by telecopier (with written confirmation of
receipt), mailed by registered or certified mail, return receipt requested, or
by a nationally recognized overnight courier, postage prepaid, addressed, (a) if
to any Purchaser, at such address or telecopier number as is set forth next to
such Purchaser's name on the signature page hereto, or as any such Purchaser
shall have furnished to the Company in writing, or (b) if to the Company, at
1110 East Collins Boulevard, Suite 122, Richardson, Texas  

                                       20
<PAGE>
 
75081, telecopier no.: (972) 498-0111, to the attention of President, or at such
other address or telecopier number, or to the attention of such other officer,
as the Company shall have furnished to the Purchasers in writing, with a copy to
The Schupak Group, 730 Fifth Avenue, Suite 1901, New York, New York 10022,
telecopier no. (212) 262-1031, to the attention of Donald Schupak, and with a
copy to Shereff, Friedman, Hoffman and Goodman, LLP, 919 Third Avenue, New York,
New York 10022, telecopier no.: (212) 758-9526, to the attention of Gerald
Adler, Esq.

          10.5  Entire Agreement.  This Agreement, the other Transaction
Documents embody the entire agreement and understanding between the Purchasers
and the Company and supersede all prior agreements and understandings relating
to the subject matter hereof.

          10.6  Successors and Assigns. Whenever in this Agreement any of the
parties hereto are referred to, such reference shall be deemed to include the
successors and assigns of such party; and all covenants, promises and agreements
by or on behalf of the respective parties which are contained in this Agreement
shall bind and inure to the benefit of the successors and assigns of all other
parties.  The terms and provisions of this Agreement and the other Transaction
Documents shall inure to the benefit of and shall be binding upon any assignee
or transferee of any Purchaser, and in the event of such transfer or assignment,
the rights and privileges herein conferred upon any such Purchaser shall
automatically extend to and be vested in, and become an obligation of, such
transferee or assignee, all subject to the terms and conditions hereof.  In
connection therewith, such transferee or assignee may disclose all documents and
information which such transferee or assignee now or hereafter may have relating
to the Warrants, the Shares, this Agreement, the other Transaction Documents,
the Company, any other Persons referred to herein or any of the business of any
of the foregoing entities, subject to such transferee or assignee executing a
confidentiality agreement reasonably satisfactory to the Company.

          10.7  Agreement and Action of the Purchasers.  Upon any occasion
requiring,  permitting or referencing an act or an approval, consent, waiver,
election or other action on the part of the Purchasers, any such action shall
(i) be taken upon the affirmative vote of the Purchasers and/or the other
holders of the Shares, holding a majority or agreeing to purchase a majority
under this Agreement of the aggregate amount of the Shares, or (ii) be deemed
to have been taken by the Purchasers upon such action being taken by the
Purchasers and/or the other holders of the Shares, holding a majority of the
aggregate amount of the Shares.

          10.8  Descriptive Headings. The headings in this Agreement are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.

          10.9  GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CHOICE-OF-LAW
PRINCIPLES THEREOF.

                                       21
<PAGE>
 
          10.10  Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original.

                                       22
<PAGE>
 
     If this Agreement is satisfactory, please so indicate by signing the
applicable attached signature page of this Agreement and delivering such
counterpart to the Company, whereupon this Agreement will become binding among
the parties hereto in accordance with its terms.

                              7TH LEVEL, INC.


                              By: /s/ DONALD SCHUPAK
                                 ------------------------------------
                              Name:  Donald Schupak
                              Title: Chairman of the Board

                                       23
<PAGE>
 
                       SECURITIES PURCHASE AGREEMENT FOR
                SHARES OF SERIES A PREFERRED STOCK AND WARRANTS
                           PURCHASER SIGNATURE PAGE

Accepted and agreed as of the         Aggregate Amount of
date first written above:                   Shares of Series A Preferred Stock
                                            to be Purchased:  150
                                                            --------

     DNK Investments LLP                    Aggregate Amount of
Name: /s/ DOUGLAS MORGAN                    Warrants to be Purchased: 37,500
                                                                     ---------
        General Partner Douglas Morgan
   By:  /s/ KENNETH W. GOLDSTEIN
        ------------------------------
          Name:
          Title:  General Partner Kenneth W. Goldstein

Address:  21 Vouga Ln.
          ----------------------     
          St. Louis, MO  63131
          ----------------------     

Telephone: 314-432-6607
          ----------------------     
Telecopy:  314-432-2615
          ----------------------     

WITH A COPY TO:

Address:                             Tax I.D. Number:
                                                     ------------------

                                           (if acquired in the name of a
                                           nominee, the taxpayer I.D.
                                           number of such nominee)
Telephone:
Telecopy:

                                           Designated Bank:
Nominee (name in which the
Shares and Warrants are to be registered,  -------------------------------------
if different than name of                  Name
Purchaser):
                                           -------------------------------------
                                           ABA #

                                           -------------------------------------
                                           Street Address

                                           -------------------------------------
                                           City     State    Zip Code

--------------------------------------     -------------------------------------
   (Nominee's Name)                        Account Number     Attention

                                       24
<PAGE>
 
                       SECURITIES PURCHASE AGREEMENT FOR
                SHARES OF SERIES A PREFERRED STOCK AND WARRANTS
                           PURCHASER SIGNATURE PAGE

Accepted and agreed as of the         Aggregate Amount of
date first written above:                  Shares of Series A Preferred Stock
                                           to be Purchased:   830

                                           Aggregate Amount of
Name: Entec Associates                     Warrants to be Purchased:  207,500
 
   By: /s/ MICHAEL R. MILKEN
           Name:  Michael R. Milken
           Title:  General Partner
 
           Address:  844 Moraga Drive
                     Los Angeles, CA  90049
 
Telephone: 310-440-5475
Telecopy:  310-440-5490
 
WITH A COPY TO:  Richard V. Sandler
 
Address:   844 Moraga Drive                Tax I.D. Number: 95-4459388
           Los Angeles, CA  90049
                                           (if acquired in the name of a
                                           nominee, the taxpayer I.D.
                                           number of such nominee)
Telephone:  310-440-5475
Telecopy:   310-440-5490

                                           Designated Bank:
Nominee (name in which the 
Shares and Warrants are to be registered,  Name
if different than name of
Purchaser):                                ABA #

                                           Street Address
     (Nominee's Name)
                                           City     State    Zip Code
 
                                           Account Number  Attention

                                       25
<PAGE>
 
                       SECURITIES PURCHASE AGREEMENT FOR
                SHARES OF SERIES A PREFERRED STOCK AND WARRANTS
                           PURCHASER SIGNATURE PAGE

Accepted and agreed as of the              Aggregate Amount of
date first written above:                  Shares of Series A Preferred Stock
                                           to be Purchased:   200

                                           Aggregate Amount of
Name:  Mayfirst Assoicates, Ltd.           Warrants to be Purchased:  50,000
 
   By: /s/ RUDY VALNER
          Name:  Rudy Valner
          Title: Agent
 

          Address: c/o Law Offices of Rudy Valner
                   10100 Santa Monica Blvd.  -  Suite 945
                   Los Angeles, CA  90067

Telephone: 310-553-8336
Telecopy:  310-553-7132

WITH A COPY TO:

Address:                            Tax I.D. Number:
 
                                           (if acquired in the name of a
                                           nominee, the taxpayer I.D.
                                           number of such nominee)
Telephone:
Telecopy:
 
                                           Designated Bank:
Nominee (name in which the
Shares and Warrants are to be registered,  Name:  Swiss Bank Corporation
if different than name of
Purchaser):                                ABA #:  026-007-993

                                           Street Address
 (Nominee's Name)                          New York, NY
                                           ---------------------------
                                           City    State      Zip Code
                                           101-WA-105252-000 Richard Schaefer
                                           -----------------------------------
                                           Account Number        Attention

                                       26
<PAGE>
 
                       SECURITIES PURCHASE AGREEMENT FOR
                SHARES OF SERIES A PREFERRED STOCK AND WARRANTS
                           PURCHASER SIGNATURE PAGE

Accepted and agreed as of the              Aggregate Amount of
date first written above:                  Shares of Series A Preferred Stock
                                           to be Purchased:  160
 
     Stephen Leroy Kling & Rosalyn         Aggregate Amount of
Name: H. Kling, Trustees of The Lee Kling  Warrants to be Purchased:  40,000
      Revocable Trust  U/T/A  1/20/82
   By: /s/ S. LEE KLING
      ------------------
          Name:  S. Lee Kling
          Title: Principle

 
          Address:  1401 S. Brentwood Boulevard
                    St. Louis, MO  63144
 
Telephone: 314-963-2501
Telecopy:  314-968-1255
 
WITH A COPY TO:
 
Address:                            Tax I.D. Number:  ###-##-####


                                           (if acquired in the name of a
                                           nominee, the taxpayer I.D.
                                           number of such nominee)
Telephone:
Telecopy:

                                           Designated Bank:
Nominee (name in which the
Shares and Warrants are to be registered,  Name
if different than name of
Purchaser):                                ABA #

                                           Street Address
   (Nominee's Name)
                                           City     State    Zip Code

                                           Account Number      Attention

                                       27
<PAGE>
 
                       SECURITIES PURCHASE AGREEMENT FOR
                SHARES OF SERIES A PREFERRED STOCK AND WARRANTS
                           PURCHASER SIGNATURE PAGE

Accepted and agreed as of the              Aggregate Amount of
date first written above:                  Shares of Series A Preferred Stock
                                           to be Purchased:   295

                                           Aggregate Amount of
Name: Ozzie Silna                          Warrants to be Purchased:  73,750
 
   By:  /s/ OZZIE SILNA
        -------------------
          Name:
          Title:
 

          Address:  23301 Palm Canyon Lane
                    Malibu, CA  90265
 

Telephone: 310-456-8054
Telecopy:  310-456-7594

WITH A COPY TO:

Address:                            Tax I.D. Number:

                                           (if acquired in the name of a
                                           nominee, the taxpayer I.D.
                                           number of such nominee)
Telephone:
Telecopy:

                                           Designated Bank:
Nominee (name in which the   
Shares and Warrants are to be registered,  Name
if different than name of
Purchaser):                                ABA #

                                           Street Address
   (Nominee's Name)
                                           City     State    Zip Code

                                           Account Number  Attention

                                       28
<PAGE>
 
                       SECURITIES PURCHASE AGREEMENT FOR
                SHARES OF SERIES A PREFERRED STOCK AND WARRANTS
                           PURCHASER SIGNATURE PAGE

Accepted and agreed as of the              Aggregate Amount of
date first written above:                  Shares of Series A Preferred Stock
                                           to be Purchased: 400

                                           Aggregate Amount of
Name: DLJ Capital Corp.                    Warrants to be Purchased:  100,000
 
   By: /s/ MARJORIE WHITE
       --------------------
          Name:  Marjorie White
          Title: Secretary
 
 
          Address: 277 Park Avenue
                   New York, NY  10172
 
Telephone: 212-892-7232
Telecopy:  212-892-5978
 
WITH A COPY TO:
 
Address: Ed Poletti                  Tax I.D. Number:  13-2656882
         DLJ
         277 Park Avenue                   (if acquired in the name of a
         New York, NY  10172               nominee, the taxpayer I.D.
                                           number of such nominee)
Telephone:  212-892-7232
Telecopy:   212-892-5978

                                           Designated Bank:
Nominee (name in which the  
Shares and Warrants are to be registered,  Name  Citibank, NA
if different than name of                      -----------------------
Purchaser):                                ABA #  021-000-089
                                                ----------------------

                                           Street Address
   (Nominee's Name)                        New York, NY
                                           ---------------------------
                                           City     State    Zip Code
                                           3889-6041        Ed Poletts
                                           ---------------------------
                                           Account Number  Attention
                                           F/F/C:  DLJ Capital Corp.
                                           275-187367

                                       29
<PAGE>
 
                       SECURITIES PURCHASE AGREEMENT FOR
                SHARES OF SERIES A PREFERRED STOCK AND WARRANTS
                           PURCHASER SIGNATURE PAGE

Accepted and agreed as of the              Aggregate Amount of
date first written above:                  Shares of Series A Preferred Stock
                                           to be Purchased:   200

                                           Aggregate Amount of
Name: Castlerock Partners                  Warrants to be Purchased:  50,000
 
   By: /s/ PAUL P. TANICO
       --------------------
          Name:  Paul P. Tanico
          Title: General Partner
 

          Address: Castlerock Partners
                   101 Park Ave.
                   New York, NY  10178
Telephone:  878-7654
Telecopy:

WITH A COPY TO:

Address:                      Tax I.D. Number:

                                           (if acquired in the name of a
                                           nominee, the taxpayer I.D.
                                           number of such nominee)
Telephone:
Telecopy:

                                           Designated Bank:
Nominee (name in which the 
Shares and Warrants are to be registered,  Name
if different than name of
Purchaser):                                ABA #

                                           Street Address
   (Nominee's Name)
                                           City     State    Zip Code

                                           Account Number  Attention

                                       30
<PAGE>
 
                       SECURITIES PURCHASE AGREEMENT FOR
                SHARES OF SERIES A PREFERRED STOCK AND WARRANTS
                           PURCHASER SIGNATURE PAGE
 
Accepted and agreed as of the              Aggregate Amount of
date first written above:                  Shares of Series A Preferred Stock
                                           to be Purchased: $240,000 
                                           (240 shares)
 
                                           Aggregate Amount of
Name: Nevada Anderson, Inc.                Warrants to be Purchased:  60,000
 
 By: /s/ CORBE G. ANDERSON
    ----------------------
         Name:  Corbe G. Anderson
         Title: President
 
 
         Address: 1400 Colorado Street
                  Boulder City, Nevada  89005
 
Telephone: 515-784-8755
Telecopy:  515-784-8199
 
WITH A COPY TO:
 
Address:                                Tax I.D. Number:  86-0880791
 
                                           (if acquired in the name of a
                                           nominee, the taxpayer I.D.
                                           number of such nominee)
Telephone:
Telecopy:
 
                                           Designated Bank:


Nominee (name in which the                 First Bank , N.A.
Shares and Warrants are to be registered,  ------------------------------
if different than name of                  Name
Purchaser):                                 091 0000 22
                                           ------------------------------
                                           ABA#
                                           601 2nd Ave.  South
                                           ------------------------------
* Warrant to be Split 30,000 to each of:   Street Address
----------------------------------------   Minneapolis, MN  55402
 (Nominee's Name)                          ------------------------------
 Profitable Ventures Inc.                  City   State       Zip Code
 2553 N. Carson St., Suite 3579            1-602-3009-7208 / Acct# 6021-6895
 Carson City, NV  89706  Tax ID 88-0391645 ---------------------------------
 Mystic Investments Limited                Account Number      Attention
 Shirley Park Avenue #24  Suite 2          Also-  Commercial Federal Bank
                Nassau, Bahamas            ABA #  0732903927
                                                     Acct#102459

                                       31
<PAGE>
 
                       SECURITIES PURCHASE AGREEMENT FOR
                SHARES OF SERIES A PREFERRED STOCK AND WARRANTS
                           PURCHASER SIGNATURE PAGE
 
Accepted and agreed as of the              Aggregate Amount of
date first written above:                  Shares of Series A Preferred Stock
                                           to be Purchased: 2,500.00
 
  Bond Fund Series for the Account of      Aggregate Amount of
Name: Oppenheimer Convertible              Warrants to be Purchased: 625,000.00
      Securities Fund  

   By:  /s/ MICHAEL S. ROSEN
        --------------------
           Name:  Michael S. Rosen
           Title: Vice President
 
 
           Address:  Two World Trade Center,  34th Floor
                     New York, NY  10048-0203
Telephone: 212-323-0867
Telecopy:  212-323-0860
 
WITH A COPY TO:
 
Address: Oppenheimer Funds, Inc.           Tax I.D. Number:  16-6289311
         Attn:  Banking Operations
         6801 S. Tucson Way
         Englewood, CO  80112              (if acquired in the name of a
                                           nominee, the taxpayer I.D.
                                           number of such nominee)
Telephone: 303-768-2936
Telecopy:  303-768-2807
 
                                           Designated Bank:


Nominee (name in which the                 The Bank of New York
Shares and Warrants are to be registered,  ------------------------
if different than name of                  Name 
Purchaser):                                021000018  GLA  #111612
                                           ------------------------
                                           ABA #
                                           90 Washington Street
     Hare & Co.                            ------------------------
     --------------                        Street Address
     (Nominee's Name)                      New York, NY  10286
                                           ------------------------
                                           City    State  Zip Code
                                           276990        Mr. Anthony Cng
                                           -----------------------------
                                           Account Number    Attention

                                       32
<PAGE>
 
                       SECURITIES PURCHASE AGREEMENT FOR
                SHARES OF SERIES A PREFERRED STOCK AND WARRANTS
                           PURCHASER SIGNATURE PAGE
 
Accepted and agreed as of the              Aggregate Amount of
date first written above:                  Shares of Series A Preferred Stock
                                           to be Purchased: $25,000  / 25 shares
 
                                           Aggregate Amount of
Name: Eric J. Maiss                        Warrants to be Purchased:    6,250
      ------------------------
 
   By: /s/ ERIC J MAISS
       -----------------------
            Name:
            Title:
 

            Address: 8121 Shadowvale Dr.
                     Las Vegas, NV  89117
 
 
Telephone:  702-248-3096
Telecopy:   702-829-1641
 
WITH A COPY TO:
 
Address:                            Tax I.D. Number:  ###-##-####
                                           (if acquired in the name of a
                                           nominee, the taxpayer I.D.
                                           number of such nominee)
Telephone:
Telecopy:

                                           Designated Bank:
Nominee (name in which the  
Shares and Warrants are to be registered,  Name
if different than name of
Purchaser):                                ABA #

                                           Street Address
   (Nominee's Name)
                                           City     State    Zip Code

                                           Account Number  Attention

                                       33
<PAGE>
 
                       SECURITIES PURCHASE AGREEMENT FOR
                SHARES OF SERIES A PREFERRED STOCK AND WARRANTS
                           PURCHASER SIGNATURE PAGE

Accepted and agreed as of the              Aggregate Amount of
date first written above:                  Shares of Series A Preferred Stock
                                           to be Purchased:   180

                                           Aggregate Amount of
Name: David Chu                            Warrants to be Purchased:   45,000
 
   By: /s/ DAVID CHU
       -------------------
          Name:  David Chu
          Title:
 
 
Address:  536 Stanwich Road
          Greenwich, CT  06831
 
Telephone: 203-661-1578
Telecopy:  203-661-4010
 
WITH A COPY TO:
 
Address:                                   Tax I.D. Number:  094 46 4514
 
                                           (if acquired in the name of a
                                           nominee, the taxpayer I.D.
                                           number of such nominee)
Telephone:
Telecopy:
 
                                           Designated Bank:
Nominee (name in which the                 Chase Manhattan Bank
Shares and Warrants are to be registered,  -------------------------
if different than name of                  Name
Purchaser):                                021000021
                                           -------------------------
                                           ABA #
                                           1211 Avenues of America
                                           --------------------------
                                           Street Address
 (Nominee's Name)                          New York,  NY  10036
                                           --------------------------
                                           City      State  Zip Code
                                           0311147961    Paul Rossi
                                           --------------------------
                                           Account Number  Attention

                                       34
<PAGE>
 
                       SECURITIES PURCHASE AGREEMENT FOR
                SHARES OF SERIES A PREFERRED STOCK AND WARRANTS
                           PURCHASER SIGNATURE PAGE

Accepted and agreed as of the              Aggregate Amount of
date first written above:                  Shares of Series A Preferred Stock
                                           to be Purchased:   50

                                           Aggregate Amount of
Name: Andrew Schupak                       Warrants to be Purchased:    12,500
 
   By: /s/ Andrew Schupak
       ---------------------
           Name:
           Title:
 
 
           Address:  350 West 50th St.  Apt.#5PP
                     New York,  NY  10019
 
Telephone: 212-581-7197
Telecopy:  212-265-5264

WITH A COPY TO:

Address:                            Tax I.D. Number:

                                           (if acquired in the name of a
                                           nominee, the taxpayer I.D.
                                           number of such nominee)
Telephone:
Telecopy:

                                           Designated Bank:
Nominee (name in which the     
Shares and Warrants are to be registered,  Name
if different than name of
Purchaser):                                ABA #

                                           Street Address
   (Nominee's Name)
                                           City     State    Zip Code

                                           Account Number  Attention

                                       35
<PAGE>
 
                       SECURITIES PURCHASE AGREEMENT FOR
                SHARES OF SERIES A PREFERRED STOCK AND WARRANTS
                           PURCHASER SIGNATURE PAGE

Accepted and agreed as of the              Aggregate Amount of
date first written above:                  Shares of Series A Preferred Stock
                                           to be Purchased:   25

                                           Aggregate Amount of
Name: Lance Maiss                          Warrants to be Purchased:  6,250
 
   By:  /s/ LANCE MAISS
        -----------------
           Name:
           Title:
 
 
           Address: 3780  Ranch Crest Dr.
                    Reno,  NV  89509
 
Telephone: 702  329-1959
Telecopy:

WITH A COPY TO:

Address:                            Tax I.D. Number:

                                           (if acquired in the name of a
                                           nominee, the taxpayer I.D.
                                           number of such nominee)
Telephone:
Telecopy:

                                           Designated Bank:
Nominee (name in which the           
Shares and Warrants are to be registered,  Name
if different than name of
Purchaser):                                ABA #

Lance and Erica Maiss                      Street Address
----------------------------------                    
   (Nominee's Name)
                                           City     State    Zip Code

                                           Account Number  Attention

                                       36
<PAGE>
 
                       SECURITIES PURCHASE AGREEMENT FOR
                SHARES OF SERIES A PREFERRED STOCK AND WARRANTS
                           PURCHASER SIGNATURE PAGE

Accepted and agreed as of the              Aggregate Amount of
date first written above:                  Shares of Series A Preferred Stock
                                           to be Purchased:  60 in name of 
                                           Stanley Aber

                                           Aggregate Amount of
Name: Stanley Aber                         Warrants to be Purchased:   15,000 in
                                           the name of Saber Development Corp.
 
   By: /s/ STANLEY ABER
       -----------------
           Name:                           Warrants to be issued to Saber
           Title:                          Development Corporation.
                                                
                                           /s/ STANLEY SABER
           Address: 145 E. 92nd Street     -----------------------
                    New York, NY  10128    President, Saber Development
                                           Corporation 
Telephone: 212-888-0970
Telecopy:  212-644-6536
 
WITH A COPY TO:                     Tax I.D. Number:  13-295-7316 Saber 
                                                      -------------------------
                                                      Development Corp.
                                                      -------------------------
                                    
Address:                            Tax I.D. Number:  ###-##-#### Stanley Aber
                                                      -------------------------
                                           (if acquired in the name of a
                                           nominee, the taxpayer I.D.
                                           number of such nominee)
Telephone:
Telecopy:

                                           Designated Bank:
Nominee (name in which the           
Shares and Warrants are to be registered,  Name
if different than name of
Purchaser):                                ABA #

Saber Development Corporation              Street Address
--------------------------------
   (Nominee's Name)                        City     State    Zip Code

                                           Account Number  Attention

                                       37