Exhibit 10.14
                                 -------------

                                ESCROW AGREEMENT
                                ----------------

     THIS ESCROW  AGREEMENT  (this  "Agreement")  is made and entered into as of
December 4, 2000, by Condor Capital Inc., a Nevada  Corporation (the "Company");
The May Davis Group, a Maryland  corporation (the "Placement Agent");  and First
Union National Bank, a national banking  association,  as Escrow Agent hereunder
(the "Escrow Agent").

                                   BACKGROUND
                                   ----------

     WHEREAS, the Company and the Placement Agents have entered into a Placement
Agency  Agreement  (the  "Placement  Agency  Agreement"),  dated  as of the date
hereof,  pursuant to which the Company  proposes  to sell the  Company's  Common
Stock,  $0.01 par value per share  (the  "Common  Stock"),  at a price per share
equal to the  Purchase  Price,  as that  term is  defined  in the 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.
The Credit Agreement provides that the Investor shall deposit the Advance Amount
pursuant  to the Advance  Notice in a  segregated  escrow  account to be held by
Escrow Agent in order to effectuate a  disbursement  to the Company at a closing
to be held as set forth in the Credit Agreement. (the "Closing")


     WHEREAS,  the  Placement  Agent  intend  to sell  the  Common  Stock as the
Company's agent (the "Offering").

     WHEREAS,  Escrow Agent has agreed to accept,  hold,  and disburse the funds
deposited with it in accordance with the terms of this agreement.

     WHEREAS,  in order to  establish  the  escrow of funds  and to  effect  the
provisions of the Credit  Agreement,  the parties  hereto have entered into this
Agreement.


     NOW THEREFORE,  in consideration  of the foregoing,  it is hereby agreed as
follows:

     1. Definitions.  The following terms shall have the following meanings when
used herein:

     a.  "Escrow  Funds"  shall mean the funds  deposited  with the Escrow Agent
pursuant to this Agreement.




<PAGE>

     b. "Joint Written Direction" shall mean a written direction executed by the
Placement  Agent and the Company  directing  Escrow  Agent to disburse  all or a
portion  of the  Escrow  Funds or to take or  refrain  from  taking  any  action
pursuant to this Agreement.

     c. "Escrow  Period" shall begin with the  commencement  of the Offering and
shall terminate upon the earlier to occur of the following dates:

     (i) The date upon which the Escrow Agent  confirms  that it has received in
the Escrow Account all of the Proceeds;

     (ii) The expiration of the Line of Credit  Agreement as defined Section 2.5
therein (unless extended by mutual written agreement between the Company and the
Placement Agent with a copy of such extension to the Escrow Agent); or

     (iii) The date upon which a  determination  is made by the  Company and the
Placement  Agent to terminate  the Offering  prior to the sale of all the Common
Stock.

During the Escrow  Period,  the Company and the  Placement  Agent are aware that
they are not entitled to any funds received into escrow and no amounts deposited
in the Escrow  Account shall become the property of the Company or the Placement
Agent or any other  entity,  or be  subject  to the debts of the  Company or the
Placement Agent or any other entity.

2.  Appointment of and Acceptance by Escrow Agent.  The Placement  Agent and the
Company hereby appoint Escrow Agent to serve as Escrow Agent  hereunder.  Escrow
Agent hereby accepts such  appointment and, upon receipt by wire transfer of the
Escrow  Funds in  accordance  with Section 3 below,  agrees to hold,  invest and
disburse the Escrow Funds in accordance with this Agreement.

3. Creation of Escrow Funds. On or prior to the date of the  commencement of the
Offering,  the parties shall  establish an escrow account with the Escrow Agent,
which escrow  account  shall be entitled as follows:  Condor  Capital  Inc../May
Davis  Group,  Inc.  Escrow  Account  for the deposit of the Escrow  Funds.  The
Placement  Agent will instruct  subscribers  to wire funds to the account of the
Escrow Agent as follows:

Bank: First Union National Bank of New Jersey
Routing # 031201467
Account # 2020000659170
Name on Account: Butler Gonzalez LLP/First Union Escrow Account
Name on Sub-Account:  Condor Capital Inc./May Davis Group, Inc.
                      Escrow account
Reference Sub-Account #  1299-00
Attn:    Robert Mercado (732) 452-3005
         Carmela Agugliaro (732) 452-3005 Only wire transfers shall be accepted.


                                       2
<PAGE>

     4. Deposits into the Escrow  Account.  The Placement Agent agrees that they
shall promptly  deliver all monies received from  subscribers for the payment of
the Common Stock to the Escrow Agent for deposit in the Escrow Account.

     5. Disbursements from the Escrow Account.

     (a) At such time as Escrow Agent has collected and deposited instruments of
payment in the total amount of the Escrow  Funds,  Escrow Agent shall notify the
Company and the  Placement  Agent.  The Escrow Agent will  continue to hold such
funds  until  Placement  Agent and  Company  execute a Joint  Written  Direction
directing  the Escrow Agent to disburse the Proceeds  pursuant to Joint  Written
Direction  signed by the  Company.  In  disbursing  such funds,  Escrow Agent is
authorized to rely upon such Joint Written Direction from Company and may accept
any signatory  from the Company  listed on the signature  page to this Agreement
and any  signature  from the  Placement  Agents that Escrow Agent already has on
file.

     In the event the Escrow  Agent does not  receive  the amount of the Advance
Notice from the  investors,  the Escrow  Agent shall  notify the Company and the
Placement  Agent.  Upon receipt of payment  instructions  from the Company,  the
Escrow  Agent  shall  refund to each  subscriber  without  interest  the  amount
received  from each  investor,  without  deduction,  penalty,  or expense to the
subscriber.  The purchase  money returned to each  subscriber  shall be free and
clear of any and all claims of the Company,  the Placement Agent or any of their
creditors.

     In the event the Escrow Agent does receive the amount of the Advance Notice
prior to expiration of the Escrow  Period,  in no event will the Escrow Funds be
released  to the Company  until such  amount is received by the Escrow  Agent in
collected  funds.  For purposes of this Agreement,  the term  "collected  funds"
shall mean all funds  received  by the Escrow  Agent which have  cleared  normal
banking channels and are in the form of cash.

     6. Collection  Procedure.  The Escrow Agent is hereby authorized to forward
each wire for  collection  and,  upon  collection  of the  proceeds of each wire
deposit the collected proceeds in the Escrow Account.

     Any wires  returned  unpaid to the Escrow  Agent  shall be  returned to the
Placement  Agent.  In such  cases,  the Escrow  Agent will  promptly  notify the
Company of such return.

     If the Company  rejects  any  subscription  for which the Escrow  Agent has
already collected funds, the Escrow Agent shall promptly issue a refund check or
wire to the rejected  subscriber.  If the Company rejects any  subscription  for
which  the  Escrow  Agent has not yet  collected  funds  but has  submitted  the
subscriber's wire for collection,  the Escrow Agent shall promptly issue a check
or wire the amount of the subscriber's wire to the rejected subscriber after the
Escrow Agent has cleared such funds. If the Escrow Agent has not yet submitted a
rejected subscriber's wire for collection, the Escrow Agent shall promptly remit
the  subscriber's  wire  directly to the  subscriber.  The Company shall provide
payment instructions to the Escrow Agent.


                                       3
<PAGE>

     7.  Suspension of  Performance:  Disbursement  Into Court.  If at any time,
there shall exist any dispute  between the Company and the Placement  Agent with
respect to  holding or  disposition  of any  portion of the Escrow  Funds or any
other  obligations of Escrow Agent hereunder,  or if at any time Escrow Agent is
unable to determine, to Escrow Agent's sole satisfaction, the proper disposition
of any portion of the Escrow Funds or Escrow Agent's proper actions with respect
to its obligations  hereunder,  or if the parties have not within 30 days of the
furnishing  by Escrow  Agent of a notice of  resignation  pursuant  to Section 9
hereof,  appointed a successor Escrow Agent to act hereunder,  then Escrow Agent
may, in its sole discretion, take either or both of the following actions:

     a.   suspend the performance of any of its obligations  (including  without
          limitation any disbursement  obligations)  under this Escrow Agreement
          until  such  dispute  or  uncertainty  shall be  resolved  to the sole
          satisfaction  of Escrow Agent or until a successor  Escrow Agent shall
          be  appointed  (as the case may be);  provided  however,  Escrow Agent
          shall continue to invest the Escrow Funds in accordance with Section 8
          hereof; and/or

     b.   petition (by means of an interpleader  action or any other appropriate
          method) any court of competent jurisdiction in any venue convenient to
          Escrow  Agent,  for  instructions  with  respect  to such  dispute  or
          uncertainty,  and to the extent  required by law, pay into such court,
          for holding and  disposition in accordance  with the  instructions  of
          such court, all funds held by it in the Escrow Funds,  after deduction
          and payment to Escrow Agent of all fees and expenses  (including court
          costs and attorneys'  fees) payable to, incurred by, or expected to be
          incurred by Escrow Agent in connection with  performance of its duties
          and the exercise of its rights hereunder.

     c.   Escrow Agent shall have no liability  to the  Company,  the  Placement
          Agent,   or  any  person  with  respect  to  any  such  suspension  of
          performance or  disbursement  into court,  specifically  including any
          liability or claimed  liability that may arise,  or be alleged to have
          arisen,  out of or as a result  of any  delay in the  disbursement  of
          funds  held in the  Escrow  Funds or any delay in with  respect to any
          other action required or requested of Escrow Agent.

     8.  Investment of Escrow  Funds.  The Escrow Agent shall deposit the Escrow
Funds in a non-interest bearing money market account.

     If Escrow Agent has not received a Joint Written Direction at any time that
an investment  decision must be made, Escrow Agent shall invest the Escrow Fund,
or such  portion  thereof,  as to  which  no Joint  Written  Direction  has been
received,  in investments  described above. The foregoing  investments  shall be
made by the Escrow Agent.  Notwithstanding  anything to the contrary  contained,
Escrow Agent may,  without  notice to the parties,  sell or liquidate any of the
foregoing  investments at any time if the proceeds  thereof are required for any
release of funds permitted or required hereunder,  and Escrow Agent shall not be
liable or responsible for any loss, cost or penalty resulting from any such sale
or  liquidation.  With respect to any funds received by Escrow Agent for deposit
into the Escrow Funds or any Joint  Written  Direction  received by Escrow Agent
with respect to  investment  of any funds in the Escrow Funds after ten o'clock,
a.m.,  New Jersey time,  Escrow Agent shall not be required to invest such funds
or to effect such investment  instruction until the next day upon which banks in
New Jersey are open for business.


                                       4
<PAGE>

     9.  Resignation  and Removal of Escrow Agent.  Escrow Agent may resign from
the performance of its duties  hereunder at any time by giving thirty (30) days'
prior written notice to the parties or may be removed, with or without cause, by
the parties,  acting jointly,  by furnishing a Joint Written Direction to Escrow
Agent,  at any time by the  giving of ten (10)  days'  prior  written  notice to
Escrow Agent as provided  herein below.  Upon any such notice of  resignation or
removal,  the representatives of the Placement Agents and the Company identified
in Sections 13a. (iv) and 13b.  (iv),  below,  jointly shall appoint a successor
Escrow Agent hereunder, which shall be a commercial bank, trust company or other
financial  institution  with  a  combined  capital  and  surplus  in  excess  of
$10,000,000.00.  Upon the  acceptance  in writing of any  appointment  of Escrow
Agent hereunder by a successor  Escrow Agent,  such successor Escrow Agent shall
thereupon succeed to and become vested with all the rights,  powers,  privileges
and duties of the retiring Escrow Agent,  and the retiring Escrow Agent shall be
discharged  from its duties and  obligations  under this Escrow  Agreement,  but
shall not be  discharged  from any  liability  for actions taken as Escrow Agent
hereunder  prior  to  such   succession.   After  any  retiring  Escrow  Agent's
resignation or removal,  the provisions of this Escrow  Agreement shall inure to
its  benefit as to any  actions  taken or omitted to be taken by it while it was
Escrow  Agent under this  Escrow  Agreement.  The  retiring  Escrow  Agent shall
transmit all records pertaining to the Escrow Funds and shall pay all funds held
by it in the Escrow Funds to the successor Escrow Agent,  after making copies of
such records as the retiring  Escrow Agent deems  advisable and after  deduction
and payment to the retiring  Escrow  Agent of all fees and  expenses  (including
court costs and  attorneys'  fees)  payable to,  incurred  by, or expected to be
incurred by the retiring  Escrow Agent in connection with the performance of its
duties and the exercise of its rights hereunder.

     10. Liability of Escrow Agent.

     a. Escrow Agent shall have no liability or  obligation  with respect to the
Escrow Funds except for Escrow Agent's willful  misconduct or gross  negligence.
Escrow Agent's sole responsibility shall be for the safekeeping, investment, and
disbursement of the Escrow Funds in accordance with the terms of this Agreement.
Escrow  Agent  shall  have no  implied  duties or  obligations  and shall not be
charged with knowledge or notice or any fact or  circumstance  not  specifically
set forth herein. Escrow Agent may rely upon any instrument,  not only as to its
due execution, validity and effectiveness, but also as to the truth and accuracy
of any  information  contained  therein,  which Escrow Agent shall in good faith
believe to be genuine, to have been signed or presented by the person or parties
purporting to sign the same and conform to the provisions of this Agreement.  In
no event shall Escrow Agent be liable for  incidental,  indirect,  special,  and
consequential or punitive  damages.  Escrow Agent shall not be obligated to take
any legal action or commence any proceeding in connection with the Escrow Funds,
any account in which Escrow Funds are  deposited,  this  Agreement or the Credit
Agreement,  or to appear  in,  prosecute  or  defend  any such  legal  action or
proceeding.  Escrow Agent may consult legal counsel  selected by it in any event
of any dispute or question as to construction of any of the provisions hereof or
of any other  agreement  or its duties  hereunder,  or  relating  to any dispute
involving  any party  hereto,  and shall incur no  liability  and shall be fully
indemnified  from any  liability  whatsoever  in acting in  accordance  with the
opinion or  instructions  of such counsel.  The Company and the Placement  Agent
jointly and severally  shall promptly pay, upon demand,  the reasonable fees and
expenses of any such counsel.


                                       5
<PAGE>

     b. The Escrow Agent is hereby authorized, in its sole discretion, to comply
with orders  issued or process  entered by any court with  respect to the Escrow
Funds, without determination by the Escrow Agent of such court's jurisdiction in
the  matter.  If any  portion  of the  Escrow  Funds  is at any  time  attached,
garnished  or  levied  upon  under  any  court  order,  or in case the  payment,
assignment,  transfer,  conveyance  or  delivery of any such  property  shall be
stayed or  enjoined  by any court  order,  or in any case any order  judgment or
decree shall be made or entered by any court affecting such property or any part
thereof, then and in any such event, the Escrow Agent is authorized, in its sole
discretion, to rely upon and comply with any such order, writ judgment or decree
which it is advised by legal counsel  selected by it,  binding upon it,  without
the need for appeal or other action;  and if the Escrow Agent  complies with any
such  order,  writ,  judgment  or  decree,  it shall not be liable to any of the
parties  hereto  or to any other  person or entity by reason of such  compliance
even though such order,  writ judgment or decree may be  subsequently  reversed,
modified, annulled, set aside or vacated.

     11.  Indemnification  of Escrow Agent. From and at all times after the date
of this  Agreement,  the parties  jointly and severally,  shall,  to the fullest
extent  permitted by law and to the extent provided  herein,  indemnify and hold
harmless Escrow Agent and each director, officer, employee,  attorney, agent and
affiliate of Escrow Agent (collectively,  the "Indemnified Parties") against any
and all actions,  claims (whether or not valid), losses,  damages,  liabilities,
costs  and  expenses  of  any  kind  or  nature  whatsoever  (including  without
limitation  reasonable  attorney's  fees,  costs and  expenses)  incurred  by or
asserted against any of the Indemnified  Parties from and after the date hereof,
whether direct, indirect or consequential,  as a result of or arising from or in
any way relating to any claim,  demand,  suit, action, or proceeding  (including
any inquiry or  investigation) by any person,  including without  limitation the
parties to this Agreement,  whether  threatened or initiated,  asserting a claim
for any legal or  equitable  remedy  against  any  person  under any  statute or
regulation, including, but not limited to, any federal or state securities laws,
or under any common law or  equitable  cause or  otherwise,  arising  from or in
connection with the negotiation,  preparation, execution, performance or failure
of performance of this Agreement or any transaction contemplated herein, whether
or not any such  Indemnified  Party is a party to any such action or proceeding,
suit or the target of any such inquiry or investigation; provided, however, that
no  Indemnified  Party  shall  have the right to be  indemnified  hereunder  for
liability finally determined by a court of competent jurisdiction, subject to no
                                       6
<PAGE>

further  appeal,  to have resulted  solely from the gross  negligence or willful
misconduct  of such  Indemnified  Party.  If any such  action or claim  shall be
brought or asserted against any Indemnified  Party, such Indemnified Party shall
promptly notify the Company and the Placement  Agent  hereunder in writing,  and
the Placement Agent and the Company shall assume the defense thereof,  including
the  employment  of counsel and the payment of all  expenses.  Such  Indemnified
Party shall, in its sole  discretion,  have the right to employ separate counsel
(who may be selected by such  Indemnified  Party in its sole  discretion) in any
such action and to participate  and to participate in the defense  thereof,  and
the fees and expenses of such counsel shall be paid by such  Indemnified  Party,
except that the  Placement  Agents  and/or the Company  shall be required to pay
such fees and expense if (a) the  Placement  Agent or the  Company  agree to pay
such fees and expenses, or (b) the Placement Agent and/or the Company shall fail
to assume the defense of such action or  proceeding  or shall fail,  in the sole
discretion of such Indemnified Party, to employ counsel reasonably  satisfactory
to the  Indemnified  Party in any such action or  proceeding,  (c) the Placement
Agent and the Company is the  plaintiff in any such action or  proceeding or (d)
the named or potential  parties to any such action or proceeding  (including any
potentially impleaded parties) include both Indemnified Party the Company and/or
the Placement  Agent  Indemnified  Party shall have been advised by counsel that
there may be one or more legal defenses available to it which are different from
or additional  to those  available to the Company or the  Placement  Agent.  The
Placement  Agent and the Company  shall be jointly and  severally  liable to pay
fees and expenses of counsel pursuant to the preceding sentence, except that any
obligation  to pay under  clause (a) shall apply only to the party so  agreeing.
All such fees and expenses  payable by the Company  and/or the  Placement  Agent
pursuant to the foregoing  sentence shall be paid from time to time as incurred,
both in advance of and after the final  disposition of such action or claim. The
obligations  of the parties under this section shall survive any  termination of
this  Agreement,  and  resignation  or  removal  of the  Escrow  Agent  shall be
independent of any obligation of Escrow Agent.

     The parties  agree that  neither  payment by the  Company or the  Placement
Agent of any claim by Escrow Agent for  indemnification  hereunder shall impair,
limit,  modify, or affect,  as between the Placement Agent and the Company,  the
respective  rights and obligations of Placement  Agent, on the one hand, and the
Company, on the other hand, under the Placement Agency Agreement.

12.  Expenses  of Escrow  Agent.  Except as set forth in Section 11 the  Company
shall reimburse Escrow Agent for all of its reasonable  out-of-pocket  expenses,
including attorneys' fees, travel expenses, telephone and facsimile transmission
costs, postage (including express mail and overnight delivery charges),  copying
charges and the like. All of the compensation and reimbursement  obligations set
forth in this  Section  shall be payable by the  Company,  upon demand by Escrow
Agent.  The  obligations  of the Company  under this Section  shall  survive any
termination of this Agreement and the resignation or removal of Escrow Agent.


                                       7
<PAGE>

     13. Warranties.

     a. Placement  Agent makes the following  representations  and warranties to
Escrow Agent:

          (i)  Placement  Agent has full  power and  authority  to  execute  and
          deliver  this  Escrow   Agreement  and  to  perform  its   obligations
          hereunder.

          (ii) This Escrow  Agreement  has been duly  approved by all  necessary
          corporate   action  of  Placement   Agent,   including  any  necessary
          shareholder approval, has been executed by duly authorized officers of
          the Placement Agent, enforceable in accordance with its terms.

          (iii) The execution,  delivery, and performance of the Placement Agent
          of this Agreement will not violate,  conflict with, or cause a default
          under the certificate of  incorporation  or bylaws of Placement Agent,
          any applicable law or  regulation,  any court order or  administrative
          ruling or degree to which the Placement Agent is a party or any of its
          property is subject, or any agreement,  contract,  indenture, or other
          binding arrangement.

          (iv)   Michael   Jacobs  has  been  duly   appointed  to  act  as  the
          representative  of The May Davis Group,  Inc.,  hereunder and has full
          power and  authority  to execute,  deliver,  and  perform  this Escrow
          Agreement,  to execute  and deliver any Joint  Written  Direction,  to
          amend,  modify, or waive any provision of this Agreement,  and to take
          any and all other  actions  as the  Placement  Agent's  representative
          under this  Agreement,  all without further consent or direction form,
          or notice to, the Placement Agent or any other party.

          (v) No party other than the parties hereto and the Investors  have, or
          shall have, any lien,  claim or security  interest in the Escrow Funds
          or  any  part  thereof.  No  financing  statement  under  the  Uniform
          Commercial  Code is on file in any  jurisdiction  claiming  a security
          interest in or describing  (whether  specifically  or  generally)  the
          Escrow Funds or any part thereof.

          (vi) All of the  representations and warranties of the Placement Agent
          contained  herein are true and complete as of the date hereof and will
          be true and complete at the time of any  disbursement  from the Escrow
          Funds.


                                       8
<PAGE>

     b. The Company makes the following representations and warranties to Escrow
Agent:

          (i) The Company is a corporation duly organized, validly existing, and
          in good standing  under the laws of the State of Nevada,  and has full
          power and  authority to execute and deliver this Escrow  Agreement and
          to perform its obligations hereunder.

          (ii) This Escrow  Agreement  has been duly  approved by all  necessary
          corporate action of the Company,  including any necessary  shareholder
          approval,  has  been  executed  by  duly  authorized  officers  of the
          Company, enforceable in accordance with its terms.

          (iii) The execution,  delivery, and performance by the Company of this
          Escrow  Agreement is in accordance with the Credit  Agreement and will
          not violate,  conflict with, or cause a default under the  certificate
          of  incorporation  or bylaws of the  Company,  any  applicable  law or
          regulation,  any  court  order or  administrative  ruling or decree to
          which the Company is a party or any of its property is subject, or any
          agreement,   contract,   indenture,   or  other  binding  arrangement,
          including without limitation to the Securities Purchase Agreement,  to
          which the Company is a party or any of its land is subject.

          (iv) Lee Gahr and Les Hammond  have been duly  appointed to act as the
          representatives  of the  Company  hereunder  and has  full  power  and
          authority to execute,  deliver, and perform this Escrow Agreement,  to
          execute and deliver any Joint Written Direction,  to amend,  modify or
          waive any provision of this Agreement and to take all other actions as
          the Company's Representative under this Agreement, all without further
          consent or  direction  from,  or notice  to, the  Company or any other
          party.

          (v) No party other than the parties hereto and the Investors  have, or
          shall have, any lien,  claim or security  interest in the Escrow Funds
          or  any  part  thereof.  No  financing  statement  under  the  Uniform
          Commercial  Code is on file in any  jurisdiction  claiming  a security
          interest in or describing  (whether  specifically  or  generally)  the
          Escrow Funds or any part thereof.

          (vi)  All  of  the  representations  and  warranties  of  the  Company
          contained  herein are true and complete as of the date hereof and will
          be true and complete at the time of any  disbursement  from the Escrow
          Funds.


                                       9
<PAGE>

     14. Consent to  Jurisdiction  and Venue. In the event that any party hereto
commences  a  lawsuit  or other  proceeding  relating  to or  arising  from this
Agreement,  the parties  hereto agree that the United States  District Court for
the District of New Jersey shall have the sole and exclusive  jurisdiction  over
any  such   proceeding.   If  all  such  courts  lack  federal   subject  matter
jurisdiction,  the parties agree that the Superior Court Division of New Jersey,
Chancery  Division of Essex County shall have sole and  exclusive  jurisdiction.
Any of these  courts  shall be proper  venue for any such  lawsuit  or  judicial
proceeding and the parties hereto waive any objection to such venue. The parties
hereto consent to and agree to submit to the  jurisdiction  of any of the courts
specified  herein  and agree to accept the  service of process to vest  personal
jurisdiction over them in any of these courts.

     15.  Notice.  All notices and other  communications  hereunder  shall be in
writing and shall be deemed to have been validly served, given or delivered five
(5) days after deposit in the United States mails, by certified mail with return
receipt requested and postage prepaid,  when delivered  personally,  one (1) day
delivered  to  any  overnight   courier,   or  when   transmitted  by  facsimile
transmission and addressed to the party to be notified as follows:

                  If to Placement Agent, to:

                  The May Davis Group, Inc.
                  One World Trade Center
                  New York, NY 10048
                  Attention: Michael Jacobs
                  Facsimile: (212) 775-8166

                  with Copy to:

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

                  If to Company, to:

                  Condor Capital Inc.
                  3753 Howard Hughes Parkway
                  Suite 2012
                  Las Vegas, Nevada

                  Attn: Lee Gahr and Les Hammond

                  Facsimile: (604) 925-2502


                                       10
<PAGE>

                  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

                  If to Escrow Agent, to:

                  First Union National Bank,
                  407 Main Street
                  Metuchen, NJ 08840
                  Attention: Robert Mercado
                             Carmela Agugliaro
                  Facsimile: (732) 452-3005

     Or to such other  address as each  party may  designate  for itself by like
notice.

     16. Amendments or Waiver. This Agreement may be changed, waived, discharged
or terminated  only by a writing  signed by the parties of the Escrow Agent.  No
delay or omission by any party in exercising any right with respect hereto shall
operate as waiver.  A waiver on any one occasion shall not be construed as a bar
to, or waiver of, any right or remedy on any future occasion.

     17.  Severability.  To the  extent  any  provision  of  this  Agreement  is
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective  to  the  extent  of  such  prohibition,   or  invalidity,   without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

     18.  Governing  Law. This Agreement  shall be construed and  interpreted in
accordance  with the  internal  laws of the State of New Jersey  without  giving
effect to the conflict of laws principles thereof.

     19. Entire  Agreement.  This  Agreement  constitutes  the entire  Agreement
between the parties relating to the holding, investment, and disbursement of the
Escrow Funds and sets forth in their entirety the  obligations and duties of the
Escrow Agent with respect to the Escrow Funds.

     20. Binding  Effect.  All of the terms of this  Agreement,  as amended from
time to time,  shall be binding upon, inure to the benefit of and be enforceable
by the  respective  heirs,  successors and assigns of the Placement  Agent,  the
Company, or the Escrow Agent.


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<PAGE>

     21.  Execution  of  Counterparts.  This  Agreement  and any  Joint  Written
Direction  may be  executed  in  counter  parts,  which when so  executed  shall
constitute one and same agreement or direction.

     22. Termination. Upon the first to occur of the disbursement of all amounts
in the Escrow Funds pursuant to Joint Written  Directions or the disbursement of
all amounts in the Escrow  Funds into court  pursuant to Section 7 hereof,  this
Agreement shall  terminate and Escrow Agent shall have no further  obligation or
liability whatsoever with respect to this Agreement or the Escrow Funds.


                            [Signature Page Follows]





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<PAGE>


     IN WITNESS  WHEREOF the parties have hereunto set their hands and seals the
day and year above set forth.

                                             CONDOR CAPITAL INC.

                                             By: /S/ Lee Gahr
                                             ---------------------------------
                                                 Name: Lee Gahr
                                                 Title: President and CEO


                                             FIRST UNION NATIONAL BANK

                                             By:
                                             ---------------------------------
                                                 Name: Robert Mercado
                                                 Title: As Escrow Agent


                                             THE MAY DAVIS GROUP, INC.
                                             By: /S/ Michael Jacobs
                                             ----------------------------------
                                                 Name: Michael Jacobs
                                                 Title: Managing Director




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