Exhibit 10.5
                                  ------------

                   BUSINESS AND MANAGEMENT SERVICES AGREEMENT
                   ------------------------------------------

This Agreement is dated for reference the 8th day of December,  2000 and is made
between:

                  SHANGRI-LA MANAGEMENT LIMITED ("SML")
                  235 - 1489 Marine Drive
                  West Vancouver, B.C., Canada
And:

                  CONDOR CAPITAL, INC. ("CONDOR")
                  Suite 127 - 3858 W. Carson Street
                  Torrance, California 90503 - 6705

WHEREAS  "CONDOR"  is in the process of  creating a  strategic  high  technology
investment business;

AND WHEREAS  "SML" has agreed to provide the  Business and  Management  Services
specified in this Agreement to "CONDOR" and its related parties;

NOW THEREFORE in consideration of the covenants  contained in this Agreement and
other good and valuable  consideration  (the receipt and sufficiency of which is
hereby acknowledged), "CONDOR" and "SML" agree as follows:

1.   SCOPE OF BUSINESS AND MANAGEMENT SERVICES
     -----------------------------------------

1.1  "SML" will provide the services of Paul Leslie  Hammond,  C.A. to carry out
     the following functions:

     1.1.1     Service as a Director on the Board of  Directors of any or all of
               the public and private companies affiliated with "CONDOR" and any
               of their subsidiary or joint venture  activities,  at the request
               of "CONDOR".

     1.1.2     Service as Officer's of those entities as required.

     1.1.3     Assumption of specific  senior  executive roles within any of the
               companies  or  subsidiary   and  joint   venture   operations  in
               accordance with the  requirements of their  respective  Boards of
               Directors or as defined by the Chairman of "CONDOR".

     1.1.4     Maintaining  corporate  filings and contacts  between the various
               public   companies   and   regulatory   authorities,    financial
               institutions, lawyers, auditors and market makers as applicable.

     1.1.5     Management of corporate operations and investments.

     1.1.6     Representation  of the companies in the  management and direction
               of projects undertaken and investments made.

     1.1.7     Identification and analysis of potential investment opportunities
               on behalf of "CONDOR".

     1.1.8     Negotiation  and  implementation  of  acquisitions  and/or equity
               participations on behalf of the companies.

     1.1.9     Provision of management,  professional and technical expertise in
               support of the  development  and  operation of the  companies and
               their subsidiary or joint venture operations.  These services are


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               assistance   in   defining   business    objectives,    policies,
               organization   structure,    staffing   requirements,    business
               strategies, short and medium term operating plans and budgets and
               their operating and control systems and procedures

               identification  of new  business  opportunities;  negotiation  of
               acquisitions and joint venture participations;  implementation of
               acquisitions,   mergers,  joint  ventures,   technology  transfer
               projects and  corporate  restructurings  as required from time to
               time

     1.1.10    Sourcing of funding from both public and private sources on an as
               required basis.


2.       REPORTING RELATIONSHIP
         ----------------------

         "SML" will be responsible to and will only accept instructions from the
         Board of Directors for carrying out the functions defined in Clause 1.1
         above. Mr. Hammond will be appointed as a Director of CONDOR and all of
         the companies  related to and affiliated with CONDOR and will initially
         be  appointed  as  the  Chief  Financial  Officer  for  each  of  those
         organizations.

3.       SERVICE REMUNERATION
         --------------------

          "SML" will be remunerated  for the services  referred to in Clause 1.1
          above on the following basis:

     3.1       "CONDOR"  and/or  its  affiliated  entities  will  pay to "SML" a
               monthly fee in U.S.  currency of $ 5,000 on the first of each and
               every  month  during  the  first  six  months of the term of this
               Agreement  with the said  management fee to be revised at the end
               of the six month period.

     3.2       "SML" will be entitled to  participate  in any  management  bonus
               pool created by the Board of Directors of any of the companies to
               compensate  management  personnel for superior  operating results
               that exceed the  originally  budgeted  annual profit  targets for
               them.

     3.3       "SML" will be provided a parking  space,  office  facilities  and
               will be entitled to participate in any employee  benefit programs
               instituted by CONDOR.

     3.4       "SML" will be  entitled  to a four week  period  each year during
               which it is not required to provide the services of HAMMOND.

     3.5       HAMMOND  will be provided  with  Director's  Liability  insurance
               coverage for each entity of which he is a Director in  connection
               with Condor's business activities.

4.       SHARE AND PROFIT PARTICIPATION
         ------------------------------

     4.1       "CONDOR"  will  provide  "SML"  or  its  nominee  with  fair  and
               appropriate  equity  or  profit  participation  in  their  future
               investments, projects or joint ventures which "SML" has helped to
               identify or  successfully  complete.  The  participation  in each
               instance will be negotiated on a case by case basis


5.       TERM OF AGREEMENT
         -----------------

     5.1       This  Agreement  will be effective from the 1st day of September,
               2000 and will be  effective  until the 1st day of  August,  2003,
               except under the condition  whereby "SML" is unable to supply the
               services  referred  to in  Clause  1 on  behalf  of  "SML"  for a
               continuous  period of time which  exceeds  four (4) months due to
               illness,   accident  or  unavoidable   circumstances  beyond  its
               control,  in which event the  contract may be  terminated  at the
               discretion  of "CONDOR"  upon the  provision  of three (3) months
               notice in writing.

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     5.2       Upon the mutual  agreement of "SML" and "CONDOR",  this Agreement
               between "SML" and any one of "CONDOR" or other  related  entities
               may be extended  for a further  period of time  according  to the
               same or appropriately amended terms and conditions.

     5.3       This  Agreement  may be terminated by "SML" upon three (3) months
               notice in  writing  and by  "CONDOR " only  upon  payment  of the
               remaining term of the contract outstanding or one year's fees, as
               documented in Clause 3.1 above, whichever is the greater.


6.       BUSINESS EXPENSES
         -----------------

         As appropriate, "CONDOR" will reimburse "SML" for all expenses incurred
         by "SML", its Officers,  employees or  subcontractors in respect to the
         business  activities  of  "CONDOR"  upon  presentation  of  an  invoice
         accompanied by suitable proof of having  incurred the expenses,  and of
         prior approval having been granted for the expenses by "CONDOR".

7.       ASSIGNMENT OF AGREEMENTS
         ------------------------

         No Agreements  between  "CONDOR" and "SML" may be assigned  without the
         express approval in writing of all the parties above.

8.       APPLICABLE LEGAL JURISDICTIONS
         ------------------------------

     8.1       The laws of the United States of America will apply in respect of
               this Agreement.

9.       EXECUTION OF THE INTENT OF THIS AGREEMENT
         -----------------------------------------

     9.1       The  signatories  hereto shall  execute and deliver any documents
               and  perform any acts  necessary  to carry out the intent of this
               Agreement.

     9.2       Time is of the essence of this Agreement.


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This  Agreement  enures to the benefit of, and is binding  upon the  signatories
hereto and their heirs,  successors,  executors,  administrators  and  permitted
assigns.

In witness  whereof the parties have executed  this  Agreement as of the day and
year first above written.

CONDOR CAPITAL, INC.
Per:


/S/ Lee E. Gahr
---------------------------
Director


/S/ CR Crape
----------------------------            Date: 08 Dec 2000
Witness



SHANGRI-LA MANAGEMENT LIMITED
Per:

P.L. Hammond
-----------------------------
Director

/S/ CR Crape
----------------------------            Date: 08 Dec 2000
Witness

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