Exhibit 10.10
                                 -------------

                           CONDOR CAPITAL INCORPORATED
                            PLACEMENT AGENT AGREEMENT

                                                  Dated as of: December 4 , 2000
May Davis Group, Inc.
One World Trade Center - Suite 8735
New York, New York, 10048

Ladies and Gentlemen:

     The undersigned,  Condor Capital Inc., (the "Company"),  hereby agrees with
May Davis Group, Inc. ("May Davis") as follows:

     1.  Offering.  The Company hereby engages May Davis to act as its exclusive
placement agent in connection with that certain  Securities  Purchase  Agreement
(the "Purchase  Agreement"),  dated the date hereof, between the Company and the
investor(s)  named therein (the  "Investors"),  for the issuance and sale by the
Company  (the   "Offering")   of  the  Company's   Convertible   Debenture  (the
"Convertible  Debenture"),  which is  convertible  into shares of the  Company's
Common Stock (the "Common  Stock"),  for an  aggregate  purchase  price of up to
$1,300,000.  All capitalized  terms used herein and not otherwise  defined shall
have  the  same  meaning  ascribed  to them as in the  Purchase  Agreement.  The
Investor(s)  will be granted  certain  registration  rights with  respect to the
Common Stock issuable upon  conversion of the  Convertible  Debentures,  as more
fully set forth in the Registration Rights Agreement between the Company and the
Investor(s)  dated the date hereof,  and May Davis and Butler  Gonzalez  will be
granted   warrants  to  purchase   Common  Stock  of  the  Company  and  certain
registration  rights as  described  herein.  The  documents  to be executed  and
delivered in  connection  with the  Offering,  including but not limited to this
Agreement,  the Purchase  Agreement,  the  Registration  Rights  Agreement,  the
Investor Questionaire,  the escrow agreement with First Union National Bank (the
"Escrow Agreement"), the Placement Agent's Warrants (as hereinafter defined) and
the Placement Agent's  Registration  Rights Agreement (as hereinafter  defined),
Purchase  Agreement,  related  documents  and the  Company's  SEC  Documents.The
Company's  Convertible   Debentures  and  the  Placement  Agent's  Warrants  are
sometimes  referred to hereinafter  collectively as the  "Securities." May Davis
shall not be obligated  to sell any  Securities  and this  Offering by May Davis
shall be solely on a "best efforts basis."

     2. Information.

     A. Upon the occurrence of the Closing, the funds received in respect of the
shares of Convertible  Debentures purchased by the Investor(s) will be disbursed
in  accordance  with  the  terms  of the  Purchase  Agreement,  net  of (i)  the
commission  payable  to May  Davis,  equal to ten  percent  (10%)  of the  gross
proceeds from the sale of Convertible  Debentures pursuant to the Offering,  and
(ii) legal fees and other expenses  related  thereto due to May Davis's  counsel
and the Escrow Agent.

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     B. In addition to the foregoing  compensation,  the Company shall issue (i)
to May  Davis  upon  the  execution  of the  Purchase  Agreement  a  warrant  in
substantially  the form annexed hereto as Exhibit "A" to purchase 500,000 shares
of Common Stock at an exercise of 110% of the Closing Bid Price of the Company's
Common  Stock on the date of Closing;  each  warrant  exercisable  in part or in
whole at any time by May Davis, as applicable, at its discretion for a period of
sixty (60) months from the date hereof  (collectively,  the  "Placement  Agent's
Warrants').  The Placement  Agent's  Warrants shall be issued to the individuals
and in the amounts set forth on Schedule A attached  hereto.  May Davis shall be
entitled to certain  demand  registration  rights with  respect to the shares of
Common Stock issuable upon exercise of the Placement  Agent's Warrants  pursuant
to a registration rights agreement in substantially the same form annexed hereto
(the "Placement Agent's Registration Rights Agreement").

     3. Representations, Warranties and Covenants of May Davis.

     A. May Davis represents, warrants and covenants to the Company as follows:

          (i) May Davis has the  necessary  power to enter into this  Agreement,
     the Placement Agent's Warrants,  the Placement Agent's  Registration Rights
     Agreement,   the  Escrow  Agreement  and  to  consummate  the  transactions
     contemplated hereby and thereby.

          (ii) The  execution and delivery by May Davis of this  Agreement,  the
     Placement  Agent's  Warrants,  the Placement  Agent's  Registration  Rights
     Agreement,  the Escrow  Agreement and the  consummation of the transactions
     contemplated  herein and therein will not result in any violation of, or be
     in  conflict  with,  or  constitute  a  default  under,  any  agreement  or
     instrument  to which  May  Davis is a party  or by which  May  Davis or its
     properties  are bound,  or any judgment,  decree,  order or, to May Davis's
     knowledge,  any statute,  rule or regulation  applicable to May Davis. This
     Agreement,   the  Placement   Agent's   Warrants,   the  Placement  Agent's
     Registration  Rights  Agreement and the Escrow  Agreement when executed and
     delivered  by May  Davis,  will  constitute  the legal,  valid and  binding
     obligations of May Davis,  enforceable in accordance with their  respective
     terms,  except to the extent that (a) the enforceability  hereof or thereof
     may be limited by  bankruptcy,  insolvency,  reorganization,  moratorium or
     similar  laws from  time to time in  effect  and  affecting  the  rights of
     creditors generally, (b) the enforceability hereof or thereof is subject to
     general principles of equity, or (c) the indemnification  provisions hereof
     or thereof may be held to be violative of public policy.

          (iii) Upon receipt of an executed Purchase  Agreement,  a Registration
     Rights  Agreement and Escrow  Agreement and the documents  related thereto,
     May Davis will,  through the Escrow Agent,  promptly  forward copies of the
     Purchase Agreement,  Registration Rights Agreement and Escrow Agreement and
     the documents related thereto to the Company or its counsel.

          (iv) May Davis will not deliver any documents  related to the Offering
     to any person it does not reasonably  believe to be an Accredited  Investor
     as  defined  in Rule  501 (a) (3) of  Regulation  D of the 1933 Act and the
     Company reserves the right, in its sole discretion, upon recipet and review
     of the  Purchase  Agreement,  Investor  Questionaire,  Registration  Rights
     Agreement,  executed by the  Investor(s)  to reject any Purchase  Agreement
     from such Investor(s).

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          (v)  May  Davis  will  not  intentionally  take  any  action  that  it
     reasonably  believes  would cause the Offering to violate the provisions of
     the  1933  Act,  the  1934  Act,  the  respective   rules  and  regulations
     promulgated  there under (the "Rules and  Regulations") or applicable "Blue
     Sky" laws of any state or jurisdiction.

          (vi) May Davis  shall use all  reasonable  efforts  to  determine  (a)
     whether the Investor(s) is an Accredited  Investor including at the minimum
     the completion by each Investor if the Investor  Questionaire  and (b) that
     any  information  furnished by the  Investor(s)  is true and accurate.  May
     Davis shall have no obligation to insure that (x) any check, note, draft or
     other means of payment for the Convertible Debentures will be honored, paid
     or enforceable  against the Investor in accordance  with its terms,  or (y)
     subject to the  performance of May Davis'  obligations  and the accuracy of
     May Davis'  representations and warranties  hereunder,  (1) the Offering is
     exempt from the registration requirements of the 1933 Act or any applicable
     state "Blue Sky" law or (2) the Investor is an Accredited Investor.

          (vii) May Davis is a member of the National  Association of Securities
     Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act
     and under the securities laws of the states in which the Securities will be
     offered  or  sold  by  May  Davis,  unless  an  exemption  for  such  state
     registration is available to May Davis. May Davis is in compliance with all
     material  rules  and  regulations  applicable  to May Davis  generally  and
     applicable to May Davis's participation in the Offering.

     4. Representations and Warranties of the Company.

     A. The Company represents and warrants to May Davis as follows:

          (i) The execution, delivery and performance of each of this Agreement,
     the  Purchase  Agreement,  the  Escrow  Agreement,  the  Placement  Agent's
     Registration  Rights  Agreements,  the Placement  Agent's  Warrants and the
     Registration  Rights  Agreement  executed with the  Investor(s) has been or
     will be duly and validly  authorized by the Company and is, or with respect
     to this  Agreement,  the  Purchase  Agreement,  the Escrow  Agreement,  the
     Placement Agent's  Registration  Rights  Agreements,  the Placement Agent's
     Warrants  and  the  Registration   Rights   Agreement   executed  with  the
     Investor(s)  will  be,  a  valid  and  binding  agreement  of the  Company,
     enforceable in accordance with its respective  terms,  except to the extent
     that (a) the enforceability hereof or thereof may be limited by bankruptcy,
     insolvency, reorganization, moratorium or similar laws from time to time in
     effect  and   affecting  the  rights  of  creditors   generally,   (b)  the
     enforceability hereof or thereof is subject to general principles of equity
     or (c) the  indemnification  provisions hereof or thereof may be held to be
     violative of public  policy.  The  Securities to be issued  pursuant to the
     transactions contemplated by this Agreement, the Purchase Agreement and the
     Placement  Agent's  Warrants have been duly authorized and, when issued and
     paid for in accordance with (x) this Agreement,  the Purchase Agreement and
     the   Placement   Agent's   Warrants   and   the   certificates/instruments
     representing such Securities,  (y) will be valid and binding obligations of
     the Company,  enforceable in accordance with their respective terms, except
     to the  extent  that  (1) the  enforceability  thereof  may be  limited  by
     bankruptcy,  insolvency,  reorganization,  moratorium  or similar laws from
     time to time in effect and affecting the rights of creditors generally, and
     (2) the enforceability  thereof is subject to general principles of equity.
     All corporate action required to be taken for the  authorization,  issuance
     and sale of the Securities has been duly and validly taken by the Company.

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          (ii)  The  Company  has a  duly  authorized,  issued  and  outstanding
     capitalization as set forth in the Purchase Agreement. The Company is not a
     party  to or  bound  by any  instrument,  agreement  or  other  arrangement
     providing for it to issue any capital stock, rights,  warrants,  options or
     other  securities,  except for this Agreement and the agreements  described
     herein  and  as  described  in  the  Purchase  Agreement.  All  issued  and
     outstanding  securities  of the  Company,  have  been duly  authorized  and
     validly issued and are fully paid and  non-assessable;  the holders thereof
     have no rights of rescission or preemptive  rights with respect thereto and
     are not subject to personal  liability  solely by reason of being  security
     holders;  and  none of such  securities  was  issued  in  violation  of the
     preemptive  rights of any  holders  of any  security  of the  Company.  The
     Company  has  _________  shares  of  authorized   Common  Stock,  of  which
     ___________ will be issued and outstanding as of the date hereof.

          (iii) The  Convertible  Debentures to be issued in accordance with the
     Purchase Agreement has been duly authorized and when issued and paid for in
     accordance  with this  Agreement,  the Purchase  Agreement,  the  Placement
     Agent's  Warrants  and  the   certificates/instruments   representing  such
     Convertible   Debentures   will   be   validly   issued,   fully-paid   and
     non-assessable;  the  holders  thereof  will  not be  subject  to  personal
     liability  solely by reason of being such holders;  such securities are not
     and will not be  subject  to the  preemptive  rights  of any  holder of any
     security of the Company.

          (iv) The  Company  has good and  marketable  title  to,  or valid  and
     enforceable  leasehold  estates in, all items of real and personal property
     necessary to conduct its business  (including,  without limitation any real
     or personal  property stated in the Purchase  Agreement,  related documents
     and the  Company's  SEC  Documents,  to be owned or leased by the Company),
     free and clear of all liens,  encumbrances,  claims, security interests and
     defects of any material  nature  whatsoever,  other than those set forth in
     the  the  Purchase  Agreement,  related  documents  and the  Company's  SEC
     Documents, and liens for taxes not yet due and payable.

          (v) There is no litigation or governmental  proceeding  pending or, to
     the best of the Company's  knowledge,  threatened against, or involving the
     properties  or  business  of the  Company,  except  as set forth in the the
     Purchase Agreement, related documents and the Company's SEC Documents, .

          (vi) The Company has been duly organized and is validly  existing as a
     corporation in good standing under the laws of the State of Nevada.  Except
     as set  forth in the the  Purchase  Agreement,  related  documents  and the
     Company's SEC Documents,  the Company does not own or control,  directly or
     indirectly, an interest in any other corporation, partnership, trust, joint
     venture or other business entity. The Company is duly qualified or licensed
     and in good standing as a foreign corporation in each jurisdiction in which
     the character of its operations  requires such  qualification  or licensing
     and where failure to so qualify would have a material adverse effect on the
     Company.  The Company has all requisite corporate power and authority,  and
     all material and necessary  authorizations,  approvals,  orders,  licenses,
     certificates and permits of and from all governmental  regulatory officials
     and bodies  (domestic and foreign) to conduct its businesses  (and proposed

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     business) as described in the the Purchase Agreement, related documents and
     the  Company's  SEC  Documents,  .  Any  disclosures  in the  the  Purchase
     Agreement,  related  documents and the Company's SEC Documents,  concerning
     the  effects  of  foreign,  federal,  state  and  local  regulation  on the
     Company's businesses as currently conducted and as contemplated are correct
     in all  material  respects  and do not omit to state a material  fact.  The
     Company has all corporate power and authority to enter into this Agreement,
     the Purchase  Agreement,  the  Registration  Rights  Agreement,  the Escrow
     Agreement,  the  Placement  Agent's  Warrants  and  the  Placement  Agent's
     Registration  Rights  Agreement to carry out the  provisions and conditions
     hereof and thereof, and all consents, authorizations,  approvals and orders
     required in  connection  herewith  and  therewith  have been  obtained.  No
     consent,  authorization  or  order  of,  and no  filing  with,  any  court,
     government agency or other body is required by the Company for the issuance
     of the  Securities  or execution  and  delivery of the Purchase  Agreement,
     Registration Rights Agreement,  the Escrow Agreement, the Placement Agent's
     Warrants and the Placement Agent's Registration Rights Agreement except for
     applicable  federal  and state  securities  laws.  The  Company,  since its
     inception,  has not incurred any liability  arising under or as a result of
     the  application  of any of the provisions of the 1933 Act, the 1934 Act or
     the Rules and Regulations.

          (vii) There has been no material  adverse  change in the  condition or
     prospects of the Company,  financial or otherwise, from the latest dates as
     of which such  condition or prospects,  respectively,  are set forth in the
     the Purchase Agreement,  related documents and the Company's SEC Documents,
     the outstanding  debt, the property and the business of the Company conform
     in all  material  respects to the  descriptions  thereof  contained  in the
     Purchase Agreement, related documents and the Company's SEC Documents.

          (viii)  Except  as  set  forth  in  the  Purchase  Agreement,  related
     documents and the Company's SEC Documents, the Company is not in breach of,
     or in default  under,  any term or  provision  of any  material  indenture,
     mortgage,  deed of trust, lease, note, loan or any other material agreement
     or instrument  evidencing an obligation  for borrowed  money,  or any other
     material  agreement or  instrument to which it is a party or by which it or
     any of its  properties  may be bound or  affected.  The  Company  is not in
     violation of any provision of its charter or by-laws or in violation of any
     franchise,  license, permit, judgment,  decree or order, or in violation of
     any  material  statute,  rule or  regulation.  Neither  the  execution  and
     delivery of this Agreement, the Purchase Agreement, the Registration Rights
     Agreement,  the Escrow  Agreement,  the  Placement  Agent's  Warrants,  the
     Placement Agent's  Registration  Rights Agreement nor the issuance and sale
     or  delivery  of  the  Securities,  nor  the  consummation  of  any  of the
     transactions   contemplated  herein  or  in  the  Purchase  Agreement,  the
     Registration Rights Agreement,  the Escrow Agreement, the Placement Agent's
     Warrants,  or the Placement Agent's Registration Rights Agreement,  nor the
     compliance by the Company with the terms and provisions  hereof or thereof,
     has  conflicted  with or will  conflict  with,  or has  resulted in or will
     result  in a  breach  of,  any of  the  terms  and  provisions  of,  or has
     constituted or will  constitute a default under, or has resulted in or will
     result in the creation or  imposition  of any lien,  charge or  encumbrance
     upon any  property or assets of the Company or pursuant to the terms of any
     indenture, mortgage, deed of trust, note, loan or Purchase Agreement or any
     other agreement or instrument  evidencing an obligation for borrowed money,
     or any other  agreement or  instrument to which the Company may be bound or
     to which any of the property or assets of the Company is subject except (a)
     where such default,  lien,  charge or encumbrance would not have a material
     adverse  effect  on the  Company  and  (b)  as  described  in the  Purchase
     Agreement, related documents and the Company's SEC Documents; nor will such
     action  result in any  violation  of the  provisions  of the charter or the
     by-laws of the Company or, assuming the due performance by May Davis of its
     obligations hereunder,  any material statute or any material order, rule or
     regulation  applicable  to the  Company  of any  court  or of any  foreign,
     federal,  state or other  regulatory  authority  or other  government  body
     having jurisdiction over the Company.

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          (ix)  Subsequent to the dates as of which  information is given in the
     Purchase Agreement,  related documents and the Company's SEC Documents, and
     except as may otherwise be indicated or contemplated herein or therein, the
     Company has not (a) issued any  securities  or incurred  any  liability  or
     obligation,  direct or contingent,  for borrowed money, or (b) entered into
     any  transaction  other than in the  ordinary  course of  business,  or (c)
     declared  or paid any  dividend  or made any  other  distribution  on or in
     respect  of  its  capital  stock.  Except  as  described  in  the  Purchase
     Agreement,  related  documents and the Company's SEC Documents,  and except
     for loans from its former CEO, the Company has no  outstanding  obligations
     to any officer or director of the Company.

          (x) There are no claims for  services  in the nature of a finder's  or
     origination fee with respect to the sale of the  Convertible  Debentures or
     any other  arrangements,  agreements or understandings  that may affect May
     Davis'   compensation,   as  determined  by  the  National  Association  of
     Securities Dealers, Inc.

          (xi) The  Company  owns or  possesses,  free and clear of all liens or
     encumbrances and rights thereto or therein by third parties,  the requisite
     licenses or other rights to use all trademarks,  service marks, copyrights,
     service  names,  trade names,  patents,  patent  applications  and licenses
     necessary to conduct its business (including,  without limitation, any such
     licenses or rights described in the Purchase  Agreement,  related documents
     and the Company's SEC Documents as being owned or possessed by the Company)
     and, except as set forth in the Purchase  Agreement,  related documents and
     the  Company's  SEC  Documents,  there is no claim or action by any  person
     pertaining to, or proceeding,  pending or threatened,  which challenges the
     exclusive  rights of the Company  with respect to any  trademarks,  service
     marks, copyrights, service names, trade names, patents, patent applications
     and licenses  used in the conduct of the Company's  businesses  (including,
     without  limitation,  any such licenses or rights described in the Purchase
     Agreement, related documents and the Company's SEC Documents as being owned
     or possessed by the Company) except any claim or action that would not have
     a material adverse effect on the Company;  the Company's  current products,
     services or  processes  do not infringe or will not infringe on the patents
     currently held by any third party.

          (xii) Except as described in the Purchase Agreement, related documents
     and the  Company's  SEC  Documents  and  except for its  arrangements  with
     Motorola,  the Company is not under any obligation to pay royalties or fees
     of any kind  whatsoever to any third party with respect to any  trademarks,
     service marks,  copyrights,  service names,  trade names,  patents,  patent
     applications,  licenses or technology it has  developed,  uses,  employs or
     intends to use or employ, other than to their respective licensors.

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          (xiii)  Subject  to the  performance  by May Davis of its  obligations
     hereunder,  the Purchase Agreement and the offer and sale of the Securities
     comply,  and will  continue to comply,  up to the  Registration  Period (as
     defined  in the  Purchase  Agreement)  in all  material  respects  with the
     requirements of Rule 506 of Regulation D promulgated by the SEC pursuant to
     the 1933 Act and any  other  applicable  federal  and  state  laws,  rules,
     regulations and executive orders.  Neither the Purchase Agreement,  related
     documents  and the  Company's SEC Documents nor any amendment or supplement
     thereto nor any documents  prepared by the Company in  connection  with the
     Offering  will contain any untrue  statement of a material  fact or omit to
     state any material fact required to be stated  therein or necessary to make
     the statements therein, in light of the circumstances under which they were
     made,  not  misleading.  All  statements of material  facts in the Purchase
     Agreement,  related  documents and the Company's SEC Documents are true and
     correct as of the date of the Purchase Agreement, related documents and the
     Company's  SEC  Documents  and will be true and  correct on the date of the
     Closing.

          (xiv) All  material  taxes which are due and payable  from the Company
     have been paid in full or adequate  provision  has been made for such taxes
     on the books of the Company  except for those taxes disputed in good faith.
     The Company does not have any tax deficiency or claim outstanding  assessed
     or proposed against it.

          (xv) None of the Company nor any of its officers, directors, employees
     or  agents,  nor any other  person  acting on behalf of the  Company,  has,
     directly or indirectly,  given or agreed to give any money, gift or similar
     benefit  (other than legal price  concessions  to customers in the ordinary
     course of  business)  to any  customer,  supplier,  employee  or agent of a
     customer or supplier, or official or employee of any governmental agency or
     instrumentality  of any  government  (domestic or foreign) or any political
     party or candidate for office  (domestic or foreign) or other person who is
     or may be in a position  to help or hinder the  business of the Company (or
     assist it in connection with any actual or proposed  transaction) which (A)
     might  subject the Company to any damage or penalty in any civil,  criminal
     or governmental litigation or proceeding,  or (B) if not given in the past,
     might have had a  materially  adverse  effect on the  assets,  business  or
     operations of the Company as reflected in any of the  financial  statements
     contained in the Purchase  Agreement,  related  documents and the Company's
     SEC  Documents,  or (C) if not  continued  in the future,  might  adversely
     affect the assets, business,  operations or prospects of the Company in the
     future.

          5. Certain Covenants and Agreements of the Company.

          The  Company  covenants  and agrees at its  expense  and  without  any
     expense to May Davis as follows:

          A. To advise May Davis of any material adverse change in the Company's
     financial condition, prospects or business or of any development materially
     affecting  the  Company or  rendering  untrue or  misleading  any  material
     statement in the Purchase  Agreement,  related  documents and the Company's
     SEC  Documents  occurring  at any  time as soon as the  Company  is  either
     informed or becomes aware thereof.

          B. To use its  commercially  reasonable  efforts  to cause the  Common
     Stock issuable upon conversion of the Convertible  Debentures in connection
     with the Purchase  Agreement  and upon  exercise of the  Placement  Agent's
     Warrants to be qualified or registered  for sale on terms  consistent  with
     those stated in the Registration Rights Agreement and the Placement Agent's
     Registration Rights Agreement,  respectively, and under the securities laws
     of such  jurisdictions  as May Davis and the Investor(s)  shall  reasonably
     request,  provided  that such states and  jurisdictions  do not require the
     Company to qualify as a foreign  corporation.  Qualification,  registration
     and exemption charges and fees shall be at the sole cost and expense of the
     Company.

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<PAGE>

          C. Upon  written  request,  to  provide to each  holder of  Securities
     copies of all quarterly  financial  statements and audited annual financial
     statements prepared by or on behalf of the Company,  other reports prepared
     by or on behalf of the  Company  for public  disclosure  and all  documents
     delivered to the Company's shareholders.

          D. To deliver,  during the Registration Period, to May Davis, upon May
     Davis'  written  request,  in the manner  provided in Section 10(B) of this
     Agreement,  (i) within  forty five (45) days after the close of each fiscal
     quarter,  a statement of its income for each such quarterly period, and its
     balance sheet and a statement of changes in stockholders'  equity as of the
     end of such quarterly period,  all in reasonable  detail,  certified by its
     principal  financial or  accounting  officer;  (ii) within ninety (90) days
     after the close of each fiscal year,  its balance  sheet as of the close of
     such fiscal  year,  together  with a statement  of income,  a statement  of
     changes  in  stockholders'  equity  and a  statement  of cash flow for such
     fiscal year, such balance sheet, statement of income,  statement of changes
     in  stockholders'  equity and  statement  of cash flow to be in  reasonable
     detail and  accompanied  by a copy of the  certificate or report thereon of
     independent  auditors if audited  financial  statements  are prepared;  and
     (iii) a copy of all  documents,  reports and  information  furnished to its
     shareholders at the time that such  documents,  reports and information are
     furnished to its shareholders.

          E.  To  comply  with  the  terms  of  the  Purchase   Agreement,   the
     Registration Rights Agreement,  the Escrow Agreement, the Placement Agent's
     Warrants and the Placement Agent's Registration Rights Agreement.

          F. To keep available out of its authorized Common Stock solely for the
     purpose of issuance  upon the exercise of the  Placement  Agent's  Warrant,
     such number of shares of Common  Stock as shall then be  issuable  upon the
     exercise or conversion thereof.

          G. To issue to May Davis, or May Davis'  designee,  upon the execution
     of the Purchase Agreement, the Placement Agent Warrants to purchase 500,000
     shares of Common Stock in the form substantially as annexed hereto.

          H. To ensure that any  transactions  between or among the Company,  or
     any of its officers,  directors and  affiliates be on terms and  conditions
     that are no less  favorable  to the Company  than the terms and  conditions
     that  would  be  available  in  an  "arm's  length"   transaction  with  an
     independent third party.

                                       8
<PAGE>

          6. Indemnification.

          A. The Company hereby agrees that it will indemnify and hold May Davis
     and each officer, director, shareholder,  employee or representative of May
     Davis, and each person  controlling,  controlled by or under common control
     with May Davis (collectively,  the "May Davis Indemnified  Parties") within
     the  meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or
     the SEC's  Rules and  Regulations  promulgated  there under (the "Rules and
     Regulations"),  harmless from and against any and all loss, claim,  damage,
     liability,  cost or expense whatsoever (including,  but not limited to, any
     and all reasonable legal fees and other expenses and disbursements incurred
     in  connection  with  investigating,  preparing to defend or defending  any
     action,  suit  or  proceeding,  including  any  inquiry  or  investigation,
     commenced  or  threatened,  or any  claim  whatsoever  or in  appearing  or
     preparing for  appearance as a witness in any action,  suit or  proceeding,
     including  any  inquiry,  investigation  or pretrial  proceeding  such as a
     deposition) to which any of May Davis  Indemnified  Parties becomes subject
     under the 1933 Act, the 1934 Act, the Rules and  Regulations,  or any other
     federal or state law or regulation, common law or otherwise, arising out of
     or based upon (i) any untrue  statement of a material fact contained in (a)
     Section 4 of this Agreement, (b) the Purchase Agreement,  related documents
     and the Company's SEC Documents (except those written  statements  relating
     to May Davis given by an indemnified person for inclusion therein), (c) any
     application  or other  document  or written  communication  executed by the
     Company or based upon written information furnished by the Company filed in
     any  jurisdiction in order to qualify the Common Stock under the securities
     laws  thereof,  or any state  securities  commission  or  agency;  (ii) the
     omission  from  documents  described  in clauses (a), (b) or (c) above of a
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements   therein   not   misleading;   or  (iii)  the   breach  of  any
     representation, warranty, covenant or agreement made by the Company in this
     Agreement.  The  Company  further  agrees  that upon  demand by a May Davis
     Indemnified  Party,  at any  time or from  time to time,  it will  promptly
     reimburse such indemnified person for any loss, claim,  damage,  liability,
     cost or expense  actually and  reasonably  paid by a May Davis  Indemnified
     Party as to which the Company has indemnified  such person pursuant hereto.
     Notwithstanding  the foregoing  provisions of this Paragraph 6(A), any such
     payment or reimbursement by the Company of fees,  expenses or disbursements
     incurred  by an  indemnified  person  in any  proceeding  in  which a final
     judgment  by a court of  competent  jurisdiction  (after all appeals or the
     expiration  of time  to  appeal)  is  entered  against  May  Davis  or such
     indemnified  person as a direct result of May Davis or such person's  gross
     negligence or willful misfeasance will be promptly repaid to the Company.

          B. May Davis hereby agrees that it will indemnify and hold the Company
     and each officer, director, shareholder,  employee or representative of the
     Company, and each person controlling, controlled by or under common control
     with the  Company  within  the  meaning  of  Section  15 of the 1933 Act or
     Section 20 of the 1934 Act or the Rules and Regulations (collectively,  the
     "Company Indemnified Parties"), harmless from and against any and all loss,
     claim, damage,  liability,  cost or expense whatsoever (including,  but not
     limited  to,  any and all  reasonable  legal  fees and other  expenses  and
     disbursements  incurred in  connection  with  investigating,  preparing  to
     defend or defending any action,  suit or proceeding,  including any inquiry
     or  investigation,  commenced or threatened,  or any claim whatsoever or in
     appearing or preparing for  appearance as a witness in any action,  suit or
     proceeding,  including any inquiry,  investigation  or pretrial  proceeding
     such as a deposition) to which the Company  Indemnified  Parties may become
     subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or any
     other federal or state law or regulation,  common law or otherwise, arising
     out of or  based  upon  (i)  the  conduct  of May  Davis  or its  officers,
     employees  or  representatives  in its  acting as  Placement  Agent for the
     Offering or (ii) the breach of any  representation,  warranty,  covenant or
     agreement made by May Davis in this Agreement (iii) any false or misleading
     information  provided  to the  Company by any of the May Davis  Indemnified
     Parties.

                                       9
<PAGE>

          C. Within five (5) business days after receipt by an indemnified party
     of notice of  commencement  of any action  covered by Section  6(A) or 6(B)
     hereof,  the party to be indemnified shall notify the indemnifying party of
     the  commencement  thereof;  provided,  however,  that the  omission by one
     indemnified party to so notify the indemnifying party shall not relieve the
     indemnifying  party of its  obligation to indemnify  any other  indemnified
     party that has given such  notice and shall not  relieve  the  indemnifying
     party of any liability  outside of this  indemnification  if not materially
     prejudiced  thereby.  In the event that any action is brought  against  the
     indemnified  party, the indemnifying  party will be entitled to participate
     therein and, to the extent it may desire, to assume and control the defense
     thereof with counsel  chosen by it which is  reasonably  acceptable  to the
     indemnified  party.  After  notice  from  the  indemnifying  party  to such
     indemnified  party of its  election to so assume the defense  thereof,  the
     indemnifying  party will not be liable to such indemnified party under such
     Section 6(A) or 6(B) for any legal or other expenses  subsequently incurred
     by such indemnified  party in connection with the defense thereof,  but the
     indemnified  party may, at its own expense,  participate in such defense by
     counsel chosen by it, without, however,  impairing the indemnifying party's
     control  of the  defense.  Subject  to the  proviso  of this  sentence  and
     notwithstanding  any other statement to the contrary  contained herein, the
     indemnified  party or  parties  shall have the right to choose its or their
     own counsel  and  control the defense of any action,  all at the expense of
     the  indemnifying  party if (i) the  employment  of such counsel shall have
     been authorized in writing by the indemnifying party in connection with the
     defense of such action at the expense of the  indemnifying  party,  or (ii)
     the  indemnifying   party  shall  not  have  employed  counsel   reasonably
     satisfactory  to such  indemnified  party to have  charge of the defense of
     such action within a reasonable  time after notice of  commencement  of the
     action,  or (iii) such  indemnified  party or parties shall have reasonably
     concluded  that  there may be  defenses  available  to it or them which are
     different  from  or  additional  to  those  available  to one or all of the
     indemnifying parties (in which case the indemnifying parties shall not have
     the right to direct the defense of such action on behalf of the indemnified
     party or  parties),  in any of which  events such fees and  expenses of one
     additional  counsel  shall be borne by the  indemnifying  party;  provided,
     however,  that the indemnifying party shall not, in connection with any one
     action or separate but substantially similar or related actions in the same
     jurisdiction  arising out of the same general  allegations or circumstance,
     be liable for the  reasonable  fees and  expenses of more than one separate
     firm  of  attorneys  at any  time  for all  such  indemnified  parties.  No
     settlement of any action or proceeding  against an indemnified  party shall
     be made without the consent of the indemnifying party.

                                       10
<PAGE>

          D. In  order  to  provide  for  just  and  equitable  contribution  in
     circumstances in which the indemnification  provided for in Section 6(A) or
     6(B) is due in  accordance  with its terms but is for any reason  held by a
     court to be unavailable on grounds of policy or otherwise,  the Company and
     May Davis shall  contribute to the aggregate  losses,  claims,  damages and
     liabilities  (including  legal or other  expenses  reasonably  incurred  in
     connection with the  investigation  or defense of same) which the other may
     incur in such  proportion so that May Davis shall be  responsible  for such
     percent of the aggregate of such losses, claims, damages and liabilities as
     shall equal the  percentage of the gross proceeds paid to May Davis and the
     Company shall be responsible for the balance;  provided,  however,  that no
     person guilty of fraudulent misrepresentation within the meaning of Section
     11(f) of the 1933 Act shall be entitled to contribution from any person who
     was not guilty of such fraudulent  misrepresentation.  For purposes of this
     Section 6(D), any person controlling, controlled by or under common control
     with May Davis, or any partner, director, officer, employee, representative
     or any agent of any thereof,  shall have the same rights to contribution as
     May  Davis  and each  person  controlling,  controlled  by or under  common
     control  with the Company  within the meaning of Section 15 of the 1933 Act
     or Section  20 of the 1934 Act and each  officer  of the  Company  and each
     director of the Company shall have the same rights to  contribution  as the
     Company. Any party entitled to contribution will, promptly after receipt of
     notice of commencement of any action, suit or proceeding against such party
     in respect of which a claim for  contribution may be made against the other
     party under this Section 6(D), notify such party from whom contribution may
     be sought,  but the  omission to so notify such party shall not relieve the
     party from whom  contribution  may be sought from any  obligation  they may
     have  hereunder  or otherwise  if the party from whom  contribution  may be
     sought is not materially prejudiced thereby. The indemnity and contribution
     agreements  contained in this Section 6 shall remain  operative and in full
     force and effect  regardless of any  investigation  made by or on behalf of
     any indemnified person or any termination of this Agreement.

                                       11
<PAGE>

          7. Payment of Expenses.

          Each of the  Company  and the  Investor(s)  shall  pay all  costs  and
     expenses incurred by such party in connection with the Offering;  provided,
     however,  that  the  legal  fees  and  expenses  incurred  by May  Davis in
     connection with the Offering,  in the amount of $10,000,  shall be paid for
     by the Company at the time of Closing to Butler Gonzalez LLP.

          8. Conditions of Closing

          Closing  shall be held at the  offices  of May Davis'  counsel  Butler
     Gonzalez LLP. The  obligations of May Davis  hereunder  shall be subject to
     the  continuing  accuracy  of the  representations  and  warranties  of the
     Company  herein  as of the date  hereof  and as of the  Closing  Date  with
     respect  to the  Company  as if it had been made on and as of such  Closing
     Date;  the accuracy on and as of the Closing Date of the  statements of the
     officers of the Company made  pursuant to the  provisions  hereof;  and the
     performance  by the Company on and as of the Closing Date of its  covenants
     and obligations hereunder and to the following further conditions:

          A. At the  Closing,  May Davis  shall  receive  the opinion of counsel
     from___________,  dated as of the date of the Closing,  which opinion shall
     be in form and substance reasonably satisfactory to counsel for May Davis.

          B. At or prior to the  Closing,  counsel for May Davis shall have been
     furnished such documents and  certificates  as they may reasonably  require
     for the  purpose  of  enabling  them to  review  or pass  upon the  matters
     referred to in this Agreement and the Purchase Agreement, related documents
     and the  Company's  SEC  Documents,  or in order to evidence the  accuracy,
     completeness or satisfaction of any of the  representations,  warranties or
     conditions herein contained.

          C. At and prior to the Closing,  (i) there shall have been no material
     adverse change nor  development  involving a prospective  material  adverse
     change in the condition or prospects or the business activities,  financial
     or  otherwise,  of the  Company  from the  latest  dates  as of which  such
     condition is set forth in the Purchase Agreement, related documents and the
     Company's SEC Documents; (ii) there shall have been no transaction,  not in
     the ordinary course of business,  entered into by the Company which has not
     been  disclosed  in the  Purchase  Agreement,  related  documents  and  the
     Company's  SEC  Documents  or to May Davis in writing;  (iii) except as set
     forth in the Purchase  Agreement,  related  documents and the Company's SEC
     Documents,  the Company  shall not be in default under any provision of any
     instrument  relating to any outstanding  indebtedness for which a waiver or
     extension has not been otherwise received;  (iv) except as set forth in the
     Purchase Agreement,  related documents and the Company's SEC Documents, the
     Company shall not have issued any securities (other than those to be issued
     as provided in the Purchase Agreement,  related documents and the Company's
     SEC Documents) or declared or paid any dividend or made any distribution of
     its capital  stock of any class and there shall not have been any change in
     the indebtedness  (long or short term) or liabilities or obligations of the
     Company  (contingent or otherwise)  except for  indebtedness to it's former
     CEO and trade  payable  debt;  (v) no material  amount of the assets of the
     Company  shall have been pledged or  mortgaged,  except as indicated in the
     Purchase Agreement,  related documents and the Company's SEC Documents; and
     (v) no action, suit or proceeding, at law or in equity, against the Company
     or  affecting  any of its  properties  or  businesses  shall be  pending or
     threatened before or by any court or federal or state commission,  board or
     other administrative  agency,  domestic or foreign,  wherein an unfavorable
     decision,   ruling  or  finding  would  materially   adversely  affect  the
     businesses,  prospects  or  financial  condition  or income of the Company,
     except as set forth in the Purchase  Agreement,  related  documents and the
     Company's SEC Documents.

                                       12
<PAGE>

          D. At the Closing,  May Davis shall have received a certificate of the
     Company  signed by an  executive  officer of the  Company,  dated as of the
     applicable  Closing,  to the  effect  that  the  conditions  set  forth  in
     subparagraph  (C) above have been  satisfied and that, as of the applicable
     closing date, the  representations  and warranties of the Company set forth
     herein are true and correct.

          E. At the Closing,  the Company shall have duly executed and delivered
     to May Davis,  or its designees,  the Placement  Agent's  Warrants,  in the
     names and denominations specified by May Davis.

          9. Termination.

          This Agreement shall be co-terminus  with, and terminate upon the same
     terms and  conditions  as those set forth in, the Purchase  Agreement.  The
     rights of the  Investor(s)  and the  obligations  of the Company  under the
     Registration  Rights  Agreement,  and  the  rights  of May  Davis  and  the
     obligations  of the Company  under the Placement  Agent's  Warrants and the
     Placement   Agent's   Registration   Rights  Agreement  shall  survive  the
     termination of this Agreement unabridged.

          10. Miscellaneous.

          A. This Agreement may be executed in any number of counterparts,  each
     of which shall be deemed to be an  original,  but all which shall be deemed
     to be one and the same instrument.

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

         To May Davis:
                  May Davis Group, Inc.
                  One World Trade Center - Suite 8735
                  New York, New York  10048
                  Attention: Michael Jacobs

         with a copy to:
                  Butler Gonzalez LLP
                  1000 Stuyvesant Avenue - Suite #6
                  Union, NJ  07083
                  Fax: (908) 810-0973
                  Attention: David Gonzalez, Esq.

         To the Company:
                  Condor Capital Inc.
                  3753 Howard Hughes Parkway
                  Suite 2012
                  Las Vegas, Nevada

                  Attention: Lee Gahr and Les Hammond

         with copy to:
                  George G. Chachas, Esq.
                  Wenthur & Chachas
                  4180 La Jolla Village Drive
                  Suite 500
                  La Jolla, CA 92037
                  Telephone: (858) 457-3800
                  Facsimile: (858) 457-3691

                                       13
<PAGE>


or to such other address of which written notice is given to the others.

          C. This  Agreement  shall be governed by and construed in all respects
     under the laws of the State of New York,  without reference to its conflict
     of laws rules or  principles.  Any suit,  action,  proceeding or litigation
     arising  out  of or  relating  to  this  Agreement  shall  be  brought  and
     prosecuted  in such  federal or state  court or courts  located  within the
     State of New York as provided by law. The parties  hereby  irrevocably  and
     unconditionally  consent to the  jurisdiction  of each such court or courts
     located  within  the  State  of New  York  and to  service  of  process  by
     registered or certified  mail,  return receipt  requested,  or by any other
     manner   provided  by   applicable   law,   and  hereby   irrevocably   and
     unconditionally waive any right to claim that any suit, action,  proceeding
     or litigation so commenced has been commenced in an inconvenient forum.

          D. This  Agreement,  the  Schedules  hereto  and the other  agreements
     referenced  herein  contain  the entire  understanding  between the parties
     hereto and may not be modified or amended  except by a writing  duly signed
     by the party against whom  enforcement of the  modification or amendment is
     sought.

          E. If any provision of this  Agreement  shall be held to be invalid or
     unenforceable,  such  invalidity or  unenforceability  shall not affect any
     other provision of this Agreement.

                     [REMAINDER OF PAGE INTENTIONALLY BLANK]



                                       14
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
     of the date first written above.

                                         CONDOR CAPITAL INC.


                                         By: /s/  Lee Gahr
                                         -------------------------------------
                                         Name:    Lee Gahr
                                         Title:   President/CEO

                                         MAY DAVIS GROUP, INC.


                                         By:  /s/ Michael Jacobs
                                         --------------------------------------
                                         Name:  Michael Jacobs
                                         Title: Managing Director


                                       15
<PAGE>


                                   SCHEDULE A

Warrants
--------

Name                                             Amount
----                                             ------
The May Davis Group, Inc.
Mark Angelo
Hunter Singer
Joseph Donahue
Robert Farrell








                                       16
<PAGE>



                                  EXHIBIT "A"

                            Form of May Davis Warrant

                                (attached hereto)














                                      17