Exhibit 10.13
                                  -------------

                               CONDOR CAPITAL INC.
                            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 the Credit  Agreement  (as  defined  herein)  for the
issuance and sale by the Company (the "Offering") of the Company's Common Stock,
$0.001 par value per share (the "Common  Stock"),  at a price per share equal to
the  Purchase  Price,  as that  term is  defined  in the  Equity  Line of Credit
Agreement  dated the date hereof  between the  Company  and the  investor  named
therein ( the "Credit Agreement"),  for an aggregate price of up to $10,000,000.
All capitalized  terms used herein and not otherwise defined shall have the same
meaning  ascribed  to them as in the  Credit  Agreement.  The  Investor  will be
granted  certain  registration  rights with  respect to the Common Stock as more
fully set forth in the Registration Rights Agreement between the Company and the
Investor  dated the date hereof,  and May Davis will be granted  common stock of
the Company  described  herein.  The  documents to be executed and  delivered in
connection with the Offering,  including but not limited to this Agreement,  the
Credit Agreement,  the Registration Rights Agreement,  the Escrow Agreement, (as
hereinafter defined) are referred to sometimes  hereinafter  collectively as the
"Offering  Materials."  The  Company's  Common  Stock and  there  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 each Closing,  the funds  received in respect of
the shares of Common  Stock  purchased  by the  Investor  will be  disbursed  in
accordance  with the terms of the  Credit  Agreement,  net of (i) legal fees and
other expenses related thereto due at the initial Closing to May Davis's counsel
in the amount of Twenty Five Thousand Dollars ($25,000).

     B. In addition to the foregoing compensation,  the Company pay to May Davis
upon the execution of the Credit Agreement the following:  (i) restricted Common
Stock  compensation  in the amount of three  percent (3%) of the total amount of
the Credit Agreement. May Davis shall be entitled to certain demand registration
rights  with  respect to the  restricted  shares of Common  Stock  pursuant to a
registration rights agreement in substantially the same form annexed hereto (the
"Registration   Rights   Agreement");(ii)   May  Davis  shall  receive  as  cash
compensation  an amount equal to five percent (5%) of the gross proceeds of each
advance to the Company pursuant to the Credit Agreement.


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     3. Representations, Warranties and Covenants of May Davis.
        ------------------------------------------------------

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

          (i) May Davis has the  necessary  power to enter into this  Agreement,
     the and to consummate the transactions contemplated hereby and thereby.

          (ii) The  execution and delivery by May Davis of this  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,  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  Credit  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
     Credit  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.

          (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 is an Accredited Investor and (b) that any information
     furnished  by the  Investor 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 Common Stock will be honored,  paid or enforceable  against
     the  Investor  in  accordance  with  its  terms,  or  (y)  subject  to  the
     performance  of May  Davis's  obligations  and the  accuracy of May Davis's
     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.


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     4. Representations and Warranties of the Company.
        ---------------------------------------------

     A. The Company represents and warrants as follows:


          (i) The execution, delivery and performance of each of this Agreement,
     the Credit Agreement, the Escrow Agreement, and the Investor's Registration
     Rights  Agreement  has been or will be duly and validly  authorized  by the
     Company and is, or with respect to this  Agreement,  the Credit  Agreement,
     the Escrow Agreement, and the Investor's Registration Rights Agreement 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 Credit  Agreement have been duly authorized and, when
     issued  and paid for in  accordance  with (x) this  Agreement,  the  Credit
     Agreement 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.

          (ii)  The  Company  has a  duly  authorized,  issued  and  outstanding
     capitalization as set forth in the Credit  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 Credit 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 100,000,000 shares
     of  authorized  Common  Stock,  20,155,010  of  which  will be  issued  and
     outstanding  as of the date hereof.

          (iii)  The  Common  Stock  to be  issued  in  accordance  with  Credit
     Agreement  has  been  duly  authorized  and  when  issued  and  paid for in
     accordance  with  the  this  Agreement,   the  Credit  Agreement,  and  the
     certificates/instruments  representing  such Common Stock,  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 Offering Materials 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 Offering  Materials and liens for taxes not yet
     due and payable.


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          (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 Offering
     Materials.

          (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  Offering  Materials,  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  business) as described in
     the  Offering   Materials.   Any  disclosures  in  the  Offering  Materials
     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 Credit Agreement,  the Registration  Rights Agreement,  the
     Escrow  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 Credit  Agreement,  Registration  Rights
     Agreement,  the Escrow 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
     Offering Materials, and the outstanding debt, the property and the business
     of the Company conform in all material respects to the descriptions thereof
     contained in the Offering Materials.


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<PAGE>

          (viii) Except as set forth in the Offering  Materials,  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 credit
     agreement 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  Credit  Agreement,  the  Registration  Rights  Agreement,  the  Escrow
     Agreement, nor the issuance and sale or delivery of the Securities, nor the
     consummation  of any  of the  transactions  contemplated  herein  or in the
     Credit Agreement,  the Registration Rights Agreement, the Escrow 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 credit 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  Offering
     Materials;  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.

          (ix)  Subsequent to the dates as of which  information is given in the
     Offering   Materials,   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  Offering  Materials,  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 Common Stock or any other
     arrangements,  agreements  or  understandings  that may affect May  Davis's
     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  Offering  Materials as being owned or
     possessed  by the  Company)  and,  except  as  set  forth  in the  Offering
     Materials,  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 Offering  Materials 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 Offering  Materials,  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.

          (xiii)  Subject  to the  performance  by May Davis of its  obligations
     hereunder,  the Credit  Agreement and the offer and sale of the  Securities
     comply,  and will  continue  to  comply,  up to the  Commitment  Period (as
     defined  in  the  Credit  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 Offering  Materials 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  Offering  Materials  are true and correct as of the
     date of the Offering  Materials and will be true and correct on the date of
     the Closing.

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<PAGE>

          (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 Offering Materials, 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  Offering  Materials  occurring  at any time prior to any Advance Date as
soon as the Company is either  informed or becomes aware thereof.

     B. To use its best efforts to cause the Common Stock issuable in connection
with the  Credit  Agreement  to be  qualified  or  registered  for sale on terms
consistent with those stated in the Investor's  Registration  Rights  Agreement,
and  under  the  securities  laws of such  jurisdictions  as May  Davis  and the
Investor 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.

     C. Upon  written  request,  to provide and  continue to provide the 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  stockholders.

     D. To deliver, during the Commitment Period, to May Davis, upon May Davis's
request, in the manner provided in Section 10(B) of this Agreement, within forty
five (45) days after the end of each of the first three  quarters of each fiscal
year of the  Company,  commencing  with  the  first  quarter  ending  after  the
Commitment Period, 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  stockholders at the time that such documents,
reports and information are furnished to its stockholders.


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<PAGE>

     E. To  comply  with the terms of the  Credit  Agreement,  the  Registration
Rights  Agreement,  and the Escrow  Agreement.  F. To issue to May Davis, or May
Davis's  designee,  upon  the  execution  of the  Credit  Agreement,  shares  of
restricted  Common  stock of the Company  equal three  percent (3%) of the total
amount of the Credit Agreement.

     G. 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.

     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 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 May Davis or such indemnified
person of May Davis 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) any untrue  statement  or
alleged  untrue  statement of a material fact contained in (a) Section 4 of this
Agreement,  (b) the Offering Materials (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 or
alleged 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 an  indemnified  person,  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  the
indemnified  person 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.


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<PAGE>

     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,  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 or such  indemnified  person of the Company 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 one of the May Davis indemnified persons.

     C. Promptly after receipt by an indemnified party of notice of commencement
of any  action  covered  by Section  6(A) or 6(B),  the party to be  indemnified
shall,  within five (5)  business  days,  notify the  indemnifying  party of the
commencement  thereof;  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.


                                       8
<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.

     7. Payment of Expenses.
        -------------------

     The Company  hereby agrees to bear all of the expenses in  connection  with
the Offering, including, but not limited to the following: filing fees, printing
and duplicating costs, advertisements, postage and mailing expenses with respect
to the  transmission of Offering  Materials,  registrar and transfer agent fees,
Escrow Agent fees and expenses,  fees of the Company's  counsel and accountants,
issue and transfer taxes, if any, and counsel fees and expenses.


                                       9
<PAGE>

     8. Conditions of Each Closing
        --------------------------

     Each Closing shall be held at the offices of May Davis or its counsel.  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 each Advance Date with respect to the Company as if it had been
made on and as of such Advance Date; the accuracy on and as of each Advance 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 each  Closing of its
covenants and obligations hereunder and to the following further conditions:

     A. At each  Closing,  May Davis  shall  receive  the  opinion  of Wenthur &
Chachas, 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 each  Closing,  counsel  for May  Davis  shall  have been
furnished  such  documents,  certificates  and  opinions 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  Offering  Materials,  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 each  Closing,  (i) there  shall  have been no  material
adverse change nor development  involving a prospective  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 Offering
Materials; (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
Offering Materials or to May Davis in writing;  (iii) except as set forth in the
Offering  Materials,  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
Offering Materials, the Company shall not have issued any securities (other than
those to be issued as provided in the  Offering  Materials)  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);  (v) no
material  amount of the  assets  of the  Company  shall  have  been  pledged  or
mortgaged,  except as indicated in the  Offering  Materials;  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 could
materially adversely affect the businesses,  prospects or financial condition or
income of the Company, except as set forth in the Offering Materials.

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

     E. At the  initial  Closing,  the  Company  shall  have duly  executed  and
delivered to May Davis, or its designees,  shares of the Company's common stock,
in the names and denominations specified by May Davis.


                                       10
<PAGE>

     9. Termination.
        -----------

     This Agreement shall be co-terminus with, and terminate upon the same terms
and  conditions as those set forth in, the Credit  Agreement.  The rights of the
Investor  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 notice required or permitted to be given hereunder shall be given in
writing and shall be deemed  effective when deposited in the United States mail,
postage  prepaid,  or when  received  if  personally  delivered  or faxed ( upon
confirmation of receipt received by the sending party), addressed as follows:

         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




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


                                       11
<PAGE>

     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 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.



                           [SIGNATURE PAGE TO FOLLOW]




                                       12
<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 and CEo

                                         MAY DAVIS GROUP, INC.

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






                                       13
<PAGE>


                                   SCHEDULE A


COMMON STOCK HOLDER                                  AMOUNT
-------------------                                  ------

The May Davis Group, Inc.
Mark A. Angelo
Joseph Donohue
Hunter Singer
Robert Farrell
Matthew Beckman








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