Exhibit 10.11
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                                     WARRANT
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THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE SECURITIES  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY  TO THE ISSUER THAT  REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.  NOTWITHSTANDING  THE FOREGOING,  THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT.

                               CONDOR CAPITAL INC.
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                        Warrant To Purchase Common Stock

Warrant No.: 001                                      Number of Shares: 500,000
Date of Issuance: December 4 , 2000

Condor Capital Inc., a Nevada  corporation  (the  "Company"),  hereby  certifies
that,  for Ten  United  States  Dollars  ($10.00)  and other  good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, May
Davis Group,  Inc., the registered  holder hereof or its permitted  assigns,  is
entitled,  subject to the terms set forth  below,  to purchase  from the Company
upon  surrender  of this  Warrant,  at any time or  times  on or after  the date
hereof, but not after 11:59 P.M. Eastern Time on the Expiration Date (as defined
herein) 500,000 fully paid and nonassessable  shares of Common Stock (as defined
herein) of the Company (the  "Warrant  Shares") at the purchase  price per share
provided in Section 1(b) below;  provided,  however,  that in no event shall the
holder be entitled to exercise  this  Warrant for a number of Warrant  Shares in
excess of that  number of  Warrant  Shares  which,  upon  giving  effect to such
exercise,   would  cause  the  aggregate   number  of  shares  of  Common  Stock
beneficially  owned by the  holder  and its  affiliates  to exceed  4.99% of the
outstanding shares of the Common Stock following such exercise, except within 60
days  of the  Expiration  Date.  For  purposes  of the  foregoing  proviso,  the
aggregate number of shares of Common Stock  beneficially owned by the holder and
its affiliates  shall include the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which the determination of such proviso

<PAGE>

is being made,  but shall exclude shares of Common Stock which would be issuable
upon (i) exercise of the remaining,  unexercised Warrants  beneficially owned by
the holder and its affiliates and (ii) exercise or conversion of the unexercised
or unconverted portion of any other securities of the Company beneficially owned
by the holder and its affiliates (including, without limitation, any convertible
notes or preferred  stock)  subject to a limitation  on  conversion  or exercise
analogous  to the  limitation  contained  herein.  Except  as set  forth  in the
preceding sentence,  for purposes of this paragraph,  beneficial ownership shall
be calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended.  For purposes of this Warrant,  in  determining  the number of
outstanding  shares  of  Common  Stock  a  holder  may  rely  on the  number  of
outstanding shares of Common Stock as reflected in (1) the Company's most recent
Form  10-Q  or  Form  10-K,  as  the  case  may  be,  (2) a more  recent  public
announcement  by the  Company  or (3) any  other  notice by the  Company  or its
transfer  agent setting forth the number of shares of Common Stock  outstanding.
Upon the written request of any holder,  the Company shall  promptly,  but in no
event later than one (1)  Business  Day  following  the receipt of such  notice,
confirm in writing to any such holder the number of shares of Common  Stock then
outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the exercise of Warrants (as defined below)
by such  holder and its  affiliates  since the date as of which  such  number of
outstanding shares of Common Stock was reported.

     Section 1.

     (a)  Placement  Agent  Agreement.  This  Warrant is one of the common stock
purchase  warrants  (the  "Warrants")  issued  pursuant to the  Placement  Agent
Agreement dated as of December 1 , 2000 between the Company and May Davis Group,
Inc. (the "Placement Agent Agreement").

     (b)  Definitions.  The  following  words and terms as used in this  Warrant
shall have the following meanings:

          (i)  "Approved  Stock Plan" means any employee  benefit plan which has
     been  approved by the Board of Directors of the Company,  pursuant to which
     the Company's securities may be issued to any employee, officer or director
     for services provided to the Company.

          (ii) "Business Day" means any day other than Saturday, Sunday or other
     day on which  commercial  banks in the City of New York are  authorized  or
     required by law to remain closed.

          (iii)  "Closing Bid Price" means the closing bid price of Common Stock
     as quoted on the  Principal  Market (as  reported  by  Bloomberg  Financial
     Markets ("Bloomberg") through its "Volume at Price" function).

          (iv) "Common Stock" means (i) the  Company's  common stock,  par value
     $0.001 per share,  and (ii) any  capital stock into which such Common Stock
     shall  have  been   changed  or  any  capital   stock   resulting   from  a
     reclassification of such Common Stock.

          (v) "Purchase Agreement" means the Securities Purchase Agreement dated
     as of December 1 , 2000 between the Company and the Buyer named therein for
     the purchase of Common Stock by the Investor.

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<PAGE>

          (vi) "Excluded  Securities" means, provided such security is issued at
     a price  which is greater  than or equal to the  arithmetic  average of the
     Closing Bid Prices of the Common Stock for the ten (10) consecutive trading
     days immediately preceding the date of issuance, any of the following:  (a)
     any issuance by the Company of securities  in  connection  with a strategic
     partnership  or a joint  venture  (the  primary  purpose of which is not to
     raise equity  capital),  (b) any issuance by the Company of  securities  as
     consideration  for a  merger  or  consolidation  or  the  acquisition  of a
     business, product, license, or other assets of another person or entity and
     (c) options to purchase  shares of Common Stock,  provided (I) such options
     are issued  after the date of this  Warrant  to  employees  of the  Company
     within 30 days of such employee's starting his employment with the Company,
     and (II) the  exercise  price of such  options is not less than the Closing
     Bid Price of the Common Stock on the date of issuance of such option.

          (vii)  "Expiration  Date"  means  the  date  five (5)  years  from the
     Issuance Date of this Warrant or, if such date falls on a Saturday,  Sunday
     or other day on which banks are required or  authorized to be closed in the
     City of New York or the State of New York or on which trading does not take
     place on the Principal Exchange or automated  quotation system on which the
     Common Stock is traded (a "Holiday"), the next date that is not a Holiday.

          (viii) "Issuance Date" means the date hereof.

          (ix) "Options" means any rights,  warrants or options to subscribe for
     or purchase Common Stock or Convertible Securities.

          (x) "Other  Securities"  means  (i) those  options and warrants of the
     Company  issued prior to, and  outstanding  on, the  Issuance  Date of this
     Warrant,  (ii) the shares of Common  Stock  issuable  on  exercise  of such
     options and  warrants,  provided  such options and warrants are not amended
     after the  Issuance  Date of this  Warrant and  (iii) the  shares of Common
     Stock issuabale upon exercise of this Warrant.

          (xi) "Person"  means an individual,  a limited  liability  company,  a
     partnership,  a joint venture,  a corporation,  a trust, an  unincorporated
     organization and a government or any department or agency thereof.

          (xii)  "Principal  Market"  means  the New York  Stock  Exchange,  the
     American Stock Exchange,  the Nasdaq National  Market,  the Nasdaq SmallCap
     Market,  whichever is at the time the principal  trading exchange or market
     for  such  security,  or the  over-the-counter  market  on  the  electronic
     bulletin  board for such security as reported by Bloomberg or, if no bid or
     sale  information  is reported  for such  security by  Bloomberg,  then the
     average of the bid prices of each of the market makers for such security as
     reported in the "pink sheets" by the National Quotation Bureau, Inc.

          (xiii)  "Registration  Rights Agreement" means the Registration Rights
     Agreement  dated as of December 1 , 2000  between the Company and May Davis
     with  respect to the  registration  rights  pertaining  to the Common Stock
     issuable upon exercise of this Warrant.

          (xiv) "Securities Act" means the Securities Act of 1933, as amended.

          (xv) "Warrant" means this Warrant and all Warrants issued in exchange,
     transfer or replacement thereof.

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<PAGE>

          (xvi) "Warrant  Exercise Price" shall be 110% of the Closing Bid Price
     of the Company's Common Stock on the Closing Date.

          (xvii)  "Warrant  Shares" means the shares of Common Stock issuable at
     any time upon exercise of this Warrant.

     (c) Other Definitional Provisions.

          (i) Except as otherwise specified herein, all references herein (A) to
     the Company shall be deemed to include the Company's  successors and (B) to
     any applicable law defined or referred to herein shall be deemed references
     to such  applicable  law as the  same may have  been or may be  amended  or
     supplemented from time to time.

          (ii) When used in this  Warrant,  the words  "herein",  "hereof",  and
     "hereunder" and words of similar  import,  shall refer to this Warrant as a
     whole and not to any  provision of this Warrant,  and the words  "Section",
     "Schedule",  and  "Exhibit"  shall refer to Sections of, and  Schedules and
     Exhibits to, this Warrant unless otherwise specified.

          (iii) Whenever the context so requires, the neuter gender includes the
     masculine or feminine,  and the singular  number  includes the plural,  and
     vice versa.

     Section 2. Exercise of Warrant.

     (a)  Subject  to the terms  and  conditions  hereof,  this  Warrant  may be
exercised by the holder hereof then registered on the books of the Company,  pro
rata as  hereinafter  provided,  at any time on any Business Day on or after the
opening of business on such  Business Day,  commencing  with the first day after
the Closing Date, and prior to 11:59 P.M.  Eastern Time on the Expiration  Date,
by  (i) delivery  of a written notice,  in the form of the  subscription  notice
attached as Exhibit A hereto (the "Exercise Notice"),  of such holder's election
to exercise  this  Warrant,  which  notice  shall  specify the number of Warrant
Shares to be  purchased,  (ii) (A)  payment to the Company of an amount equal to
the Warrant Exercise Price(s)  applicable to the Warrant Shares being purchased,
multiplied by the number of Warrant Shares (at the applicable  Warrant  Exercise
Price) as to which this Warrant is being exercised (plus any applicable issue or
transfer  taxes) (the  "Aggregate  Exercise  Price") in cash or wire transfer of
immediately available funds or (B) notification to the Company that this Warrant
is being exercised  pursuant to a Cashless Exercise (as defined in Section 2(f))
and (iii) the surrender of this Warrant (or an indemnification  undertaking with
respect to this  Warrant  in the case of its loss,  theft or  destruction)  to a
common  carrier for  overnight  delivery  to the Company as soon as  practicable
following  such date. In the event of any exercise of the rights  represented by
this Warrant in  compliance  with this Section  2(a),  the Company  shall on the
second  Business Day following the date of receipt of the Exercise  Notice,  the
Aggregate Exercise Price (or notice of a Cashless Exercise) and this Warrant (or
an  indemnification  undertaking with respect to this Warrant in the case of its
loss, theft or destruction) and, except for a Cashless Exercise,  the receipt of
the representations of the holder specified in Section 6 hereof, if requested by
the Company. (the "Exercise Delivery Documents"), and if the Common Stock is DTC

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<PAGE>

eligible  credit such  aggregate  number of shares of Common  Stock to which the
holder shall be entitled to the holder's or its designee's  balance account with
The Depository Trust Company; provided, however, if the holder who submitted the
Exercise Notice requested physical delivery of any or all of the Warrant Shares,
or, if the Common Stock is not DTC eligible then the Company shall, on or before
the second Business Day following  receipt of the Exercise  Delivery  Documents,
issue and surrender to a common  carrier for  overnight  delivery to the address
specified in the Exercise Notice,  a certificate,  registered in the name of the
holder,  for the number of shares of Common  Stock to which the holder  shall be
entitled  pursuant to such  request.  Upon  delivery of the Exercise  Notice and
Aggregate  Exercise Price referred to in clause (ii)(A) above or notification to
the Company of a Cashless  Exercise  referred to in Section 2(e),  the holder of
this  Warrant  shall be deemed for all  corporate  purposes  to have  become the
holder of record of the Warrant  Shares with  respect to which this  Warrant has
been exercised.  In the case of a dispute as to the determination of the Warrant
Exercise  Price,  the Closing  Bid Price or the  arithmetic  calculation  of the
Warrant  Shares,  the Company shall  promptly  issue to the holder the number of
Warrant Shares that is not disputed and shall submit the disputed determinations
or arithmetic  calculations to the holder via facsimile  within one (1) Business
Day of receipt of the holder's  Exercise  Notice.  If the holder and the Company
are unable to agree upon the  determination  of the  Warrant  Exercise  Price or
arithmetic calculation of the Warrant Shares within one (1) day of such disputed
determination or arithmetic  calculation being submitted to the holder, then the
Company shall immediately submit via facsimile (i) the disputed determination of
the Warrant Exercise Price or the Closing Bid Price to an independent, reputable
investment  banking  firm or (ii) the  disputed  arithmetic  calculation  of the
Warrant Shares to its  independent,  outside  accountant The Company shall cause
the investment  banking firm or the  accountant,  as the case may be, to perform
the  determinations or calculations and notify the Company and the holder of the
results no later than  forty-eight  (48)  hours  from the time it  receives  the
disputed  determinations  or  calculations.  Such  investment  banking firm's or
accountant's  determination or calculation,  as the case may be, shall be deemed
conclusive absent manifest error.

     (b) Unless the rights  represented  by this  Warrant  shall have expired or
shall have been fully  exercised,  the Company shall, as soon as practicable and
in no event later than five (5) Business  Days after any exercise and at its own
expense, issue a new Warrant identical in all respects to this Warrant exercised
except it shall  represent  rights to  purchase  the  number of  Warrant  Shares
purchasable  immediately  prior to such exercise  under this Warrant  exercised,
less the  number of  Warrant  Shares  with  respect  to which  such  Warrant  is
exercised.

     (c) No  fractional  Warrant  Shares  are to be  issued  upon  any pro  rata
exercise of this  Warrant,  but rather the number of Warrant  Shares issued upon
such  exercise of this Warrant  shall be rounded up or down to the nearest whole
number.

     (d) If the Company or its  Transfer  Agent shall fail for any reason or for
no reason to issue to the holder within ten (10) Business Days of receipt of the
Exercise Delivery  Documents,  a certificate for the number of Warrant Shares to
which the holder is entitled or to credit the holder's  balance account with The
Depository  Trust Company for such number of Warrant  Shares to which the holder
is entitled upon the holder's  exercise of this Warrant,  the Company shall,  in
addition  to any other  remedies  under  this  Warrant  or the  Placement  Agent
Agreement or otherwise  available to such holder,  pay as additional  damages in
cash to such  holder on each day the  issuance of such  certificate  for Warrant
Shares is not timely  effected an amount equal to 0.5% of the product of (A) the
sum of the number of Warrant  Shares not issued to the holder on a timely  basis
and to which the holder is entitled, and (B) the Closing Bid Price of the Common
Stock for the trading day immediately preceding the last possible date which the
Company could have issued such Common Stock to the holder without violating this
Section 2.

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<PAGE>

     (e) If within fifteen (10) Business Days after the Company's receipt of the
Exercise Delivery  Documents,  the Company fails to deliver a new Warrant to the
holder  for the  number of  Warrant  Shares  to which  such  holder is  entitled
pursuant to Section  2(b)  hereof,  then,  in  addition  to any other  available
remedies  under this  Warrant or the  Placement  Agent  Agreement,  or otherwise
available to such holder, the Company shall pay as additional damages in cash to
such holder on each day after such tenth (10th)  Business Day that such delivery
of such new Warrant is not timely  effected  in an amount  equal to 0.25% of the
product of (A) the number of Warrant  Shares  represented by the portion of this
Warrant which is not being exercised and (B) the Closing Bid Price of the Common
Stock for the trading day immediately preceding the last possible date which the
Company  could have issued such  Warrant to the holder  without  violating  this
Section 2.

     (f) If the  Warrant  Shares are not  covered by an  effective  registration
statement for the resale of the Warrant Shares,  the holder of this Warrant may,
at its election  exercised in its sole discretion,  exercise this Warrant to the
extent then  exercisable,  in lieu of making  payment of the Aggregate  Exercise
Price in cash,  elect  instead to receive upon such exercise the "Net Number" of
shares  of  Common  Stock  determined  according  to the  following  formula  (a
"Cashless Exercise"):

          Net Number = (A x B) - (A x C)
                               B
              For purposes of the foregoing formula:

                    A= the total number of Warrant  Shares with respect to which
                    this Warrant is then being exercised.

                    B= the Closing Bid Price of the Common  Stock on the date of
                    exercise of the Warrant.

                    C= the  Warrant  Exercise  Price  then  in  effect  for  the
                    applicable Warrant Shares at the time of such exercise.

     Section 3. Covenants as to Common Stock.  The Company hereby  covenants and
agrees as follows:

     (a) This  Warrant  is,  and any  Warrants  issued  in  substitution  for or
replacement  of this Warrant will upon issuance be, duly  authorized and validly
issued.

     (b) All Warrant  Shares which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance,  be validly issued,  fully paid
and nonassessable and free from all taxes, liens and charges with respect to the
issue thereof.

     (c) During the period within which the rights  represented  by this Warrant
may be exercised,  the Company will at all times have authorized and reserved at
least 100% of the  number of shares of Common  Stock  needed to provide  for the
exercise of the rights  then  represented  by this  Warrant and the par value of
said  shares will at all times be less than or equal to the  applicable  Warrant
Exercise Price.

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<PAGE>

     (d) The Company  shall  promptly  file a  registration  statement  with the
Securities  and Exchange  Commission to secure the listing of the Warrant Shares
on the Principal  Market in accordance  with the terms and conditions  regarding
the  registration  rights of holders of Warrants  set forth in the  Registration
Rights Agreement and shall maintain, so long as any other shares of Common Stock
shall be so  listed,  such  listing  of all  Warrant  Shares  from  time to time
issuable  upon the exercise of this  Warrant;  and the Company  shall so list on
each national securities exchange or automated quotation system, as the case may
be, and shall maintain such listing of, any other shares of capital stock of the
Company  issuable upon the exercise of this Warrant if and so long as any shares
of the same  class  shall be  listed on such  national  securities  exchange  or
automated quotation system.

     (e) The Company will not, by amendment of its Certificate of  Incorporation
or  through  any  reorganization,  transfer  of assets,  consolidation,  merger,
dissolution,  issue or sale of securities,  or any other voluntary action, avoid
or seek to  avoid  the  observance  or  performance  of any of the  terms  to be
observed  or  performed  by it  hereunder,  but will at all times in good  faith
assist in the  carrying  out of all the  provisions  of this  Warrant and in the
taking of all such action as may  reasonably  be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other  impairment,  consistent with the tenor and purpose of
this  Warrant.  The  Company  will not  increase  the par value of any shares of
Common Stock  receivable  upon the  exercise of this  Warrant  above the Warrant
Exercise  Price then in effect,  and  (ii) will  take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and  nonassessable  shares of Common  Stock upon the exercise of this
Warrant.

     (f) This Warrant will be binding upon any entity  succeeding to the Company
by merger,  consolidation  or  acquisition  of all or  substantially  all of the
Company's assets.

     Section 4.  Taxes.  The  Company  shall pay any and all  taxes,  except any
applicable  withholding,  which may be payable  with respect to the issuance and
delivery of Warrant Shares upon exercise of this Warrant.

     Section 5.  Warrant  Holder Not Deemed a  Stockholder.  Except as otherwise
specifically  provided  herein,  no holder,  as such,  of this Warrant  shall be
entitled  to vote or  receive  dividends  or be deemed  the  holder of shares of
capital stock of the Company for any purpose,  nor shall  anything  contained in
this Warrant be construed to confer upon the holder hereof,  as such, any of the
rights of a  stockholder  of the Company or any right to vote,  give or withhold
consent to any corporate  action  (whether any  reorganization,  issue of stock,
reclassification  of stock,  consolidation,  merger,  conveyance or  otherwise),
receive  notice of  meetings,  receive  dividends  or  subscription  rights,  or
otherwise,  prior to the  issuance to the holder of this  Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due exercise of this
Warrant.  In addition,  nothing  contained in this Warrant shall be construed as
imposing  any  liabilities  on such  holder to  purchase  any  securities  (upon
exercise of this  Warrant or  otherwise)  or as a  stockholder  of the  Company,
whether  such  liabilities  are  asserted by the Company or by  creditors of the
Company.  Notwithstanding this Section 5, the Company will provide the holder of
this Warrant with copies of the same notices and other  information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.

                                       7
<PAGE>

     Section 6.  Representations of Holder.  The holder of this Warrant,  by the
acceptance hereof,  represents that it is acquiring this Warrant and the Warrant
Shares for its own account for investment  only and not with a view towards,  or
for resale in connection  with, the public sale or  distribution of this Warrant
or the Warrant Shares, except pursuant to sales registered or exempted under the
Securities Act; provided,  however,  that by making the representations  herein,
the holder does not agree to hold this Warrant or any of the Warrant  Shares for
any minimum or other  specific  term and  reserves  the right to dispose of this
Warrant and the Warrant  Shares at any time in accordance  with or pursuant to a
registration  statement or an exemption  under the Securities Act. The holder of
this Warrant further  represents,  by acceptance hereof,  that, as of this date,
such  holder  is an  "accredited  investor"  as  such  term is  defined  in Rule
501(a)(1) of Regulation D promulgated by the Securities and Exchange  Commission
under the  Securities  Act (an  "Accredited  Investor").  Upon  exercise of this
Warrant,  other than  pursuant  to a Cashless  Exercise,  the holder  shall,  if
requested  by the Company,  confirm in writing,  in a form  satisfactory  to the
Company,  that the Warrant Shares so purchased are being acquired solely for the
holder's own account and not as a nominee for any other party,  for  investment,
and not with a view  toward  distribution  or resale and that such  holder is an
Accredited  Investor.  If such holder cannot make such  representations  because
they would be  factually  incorrect,  it shall be a condition  to such  holder's
exercise of this Warrant,  other than pursuant to a Cashless Exercise,  that the
Company receive such other  representations as the Company considers  reasonably
necessary  to assure  the  Company  that the  issuance  of its  securities  upon
exercise of this Warrant shall not violate any United States or state securities
laws.


     Section 7. Ownership and Transfer.

     (a) The Company shall maintain at its principal  executive offices (or such
other  office or  agency of the  Company  as it may  designate  by notice to the
holder hereof),  a register for this Warrant,  in which the Company shall record
the name and address of the person in whose name this  Warrant has been  issued,
as well as the name and  address of each  transferee.  The Company may treat the
person in whose name any Warrant is  registered on the register as the owner and
holder thereof for all purposes, notwithstanding any notice to the contrary, but
in all events  recognizing  any transfers  made in accordance  with the terms of
this Warrant.

     (b) The  Company is  obligated  to register  the Warrant  Shares for resale
under the Securities Act pursuant to the  Registration  Rights Agreement and the
initial  holder of this Warrant (and certain  assignees  thereof) is entitled to
the  registration  rights in respect of the  Warrant  Shares as set forth in the
Registration Rights Agreement.

     Section 8. Adjustment of Warrant  Exercise Price and Number of Shares.  The
Warrant  Exercise  Price and the number of shares of Common Stock  issuable upon
exercise of this Warrant shall be adjusted from time to time as follows:

                                       8
<PAGE>

     (a) Adjustment of Warrant Exercise Price and Number of Shares upon Issuance
of Common Stock.  If and whenever on or after the Issuance Date of this Warrant,
the Company issues or sells,  or is deemed to have issued or sold, any shares of
Common Stock (other than (i) Excluded Securities and (ii) shares of Common Stock
which are issued or deemed to have been issued by the Company in connection with
an Approved  Stock Plan or upon exercise or conversion of the Other  Securities)
for a consideration  per share less than a price (the "Applicable  Price") equal
to the Warrant  Exercise Price in effect  immediately  prior to such issuance or
sale, then immediately  after such issue or sale the Warrant Exercise Price then
in effect shall be reduced to an amount equal to such  consideration  per share.
Upon each such adjustment of the Warrant Exercise Price hereunder, the number of
Warrant  Shares  issuable upon exercise of this Warrant shall be adjusted to the
number of shares  determined by multiplying the Warrant Exercise Price in effect
immediately  prior to such  adjustment by the number of Warrant Shares  issuable
upon exercise of this Warrant  immediately prior to such adjustment and dividing
the  product  thereof  by  the  Warrant   Exercise  Price  resulting  from  such
adjustment.

     (b) Effect on Warrant  Exercise  Price of Certain  Events.  For purposes of
determining the adjusted  Warrant  Exercise Price under Section 8(a) above,  the
following shall be applicable:

          (i) Issuance of Options.  If after the date hereof, the Company in any
     manner  grants any  Options  and the  lowest  price per share for which one
     share of Common  Stock is issuable  upon the exercise of any such Option or
     upon  conversion or exchange of any  convertible  securities  issuable upon
     exercise of any such Option is less than the  Applicable  Price,  then such
     share of Common  Stock shall be deemed to be  outstanding  and to have been
     issued and sold by the Company at the time of the  granting or sale of such
     Option for such price per share. For purposes of this Section 8(b)(i),  the
     lowest price per share for which one share of Common Stock is issuable upon
     exercise of such Options or upon conversion or exchange of such Convertible
     Securities shall be equal to the sum of the lowest amounts of consideration
     (if any)  received or  receivable  by the Company  with  respect to any one
     share  of  Common  Stock  upon the  granting  or sale of the  Option,  upon
     exercise of the Option or upon  conversion  or exchange of any  Convertible
     Security  issuable upon exercise of such Option.  No further  adjustment of
     the Warrant  Exercise Price shall be made upon the actual  issuance of such
     Common Stock or of such  Convertible  Securities  upon the exercise of such
     Options or upon the actual issuance of such Common Stock upon conversion or
     exchange of such Convertible Securities.

          (ii) Issuance of Convertible Securities.  If the Company in any manner
     issues or sells any  Convertible  Securities and the lowest price per share
     for which one share of Common  Stock is  issuable  upon the  conversion  or
     exchange  thereof  is less than the  Applicable  Price,  then such share of
     Common Stock shall be deemed to be outstanding  and to have been issued and
     sold by the Company at the time of the issuance or sale of such Convertible
     Securities  for such  price per share.  For the  purposes  of this  Section
     8(b)(ii), the lowest price per share for which one share of Common Stock is
     issuable upon such  conversion or exchange shall be equal to the sum of the
     lowest  amounts of  consideration  (if any)  received or  receivable by the
     Company with respect to one share of Common Stock upon the issuance or sale
     of the  Convertible  Security  and  upon  conversion  or  exchange  of such
     Convertible  Security.  No further adjustment of the Warrant Exercise Price
     shall be made upon the actual issuance of such Common Stock upon conversion
     or exchange of such Convertible  Securities,  and if any such issue or sale
     of such  Convertible  Securities  is made upon  exercise of any Options for
     which  adjustment of the Warrant  Exercise Price had been or are to be made
     pursuant to other provisions of this Section 8(b), no further adjustment of
     the Warrant Exercise Price shall be made by reason of such issue or sale.

                                       9
<PAGE>

          (iii)  Change in Option Price or Rate of  Conversion.  If the purchase
     price provided for in any Options,  the additional  consideration,  if any,
     payable  upon  the  issue,   conversion  or  exchange  of  any  Convertible
     Securities, or the rate at which any Convertible Securities are convertible
     into or  exchangeable  for Common  Stock  changes at any time,  the Warrant
     Exercise  Price in effect at the time of such  change  shall be adjusted to
     the Warrant Exercise Price which would have been in effect at such time had
     such Options or Convertible  Securities  provided for such changed purchase
     price, additional consideration or changed conversion rate, as the case may
     be, at the time initially granted, issued or sold and the number of Warrant
     Shares  issuable  upon  exercise of this Warrant  shall be  correspondingly
     readjusted.  For  purposes of this Section  8(b)(iii),  if the terms of any
     Option or Convertible Security that was outstanding as of the Issuance Date
     of this  Warrant are  changed in the manner  described  in the  immediately
     preceding sentence, then such Option or Convertible Security and the Common
     Stock deemed issuable upon exercise,  conversion or exchange  thereof shall
     be deemed to have been issued as of the date of such change.  No adjustment
     pursuant to this Section 8(b) shall be made if such adjustment would result
     in an increase of the Warrant Exercise Price then in effect.

     (c) Effect on Warrant  Exercise  Price of Certain  Events.  For purposes of
determining  the adjusted  Warrant  Exercise Price under Sections 8(a) and 8(b),
the following shall be applicable:

          (i)  Calculation  of  Consideration  Received.  If any  Common  Stock,
     Options or Convertible Securities are issued or sold or deemed to have been
     issued or sold for  cash,  the  consideration  received  therefore  will be
     deemed to be the net  amount  received  by the  Company  therefore.  If any
     Common Stock,  Options or  Convertible  Securities are issued or sold for a
     consideration other than cash, the amount of such consideration received by
     the Company will be the fair value of such consideration, except where such
     consideration consists of marketable  securities,  in which case the amount
     of  consideration  received by the Company will be the Market Price of such
     securities on the date of receipt of such securities.  If any Common Stock,
     Options  or  Convertible  Securities  are  issued  to  the  owners  of  the
     non-surviving  entity in connection with any merger in which the Company is
     the surviving entity, the amount of consideration  therefore will be deemed
     to be the fair value of such  portion of the net assets and business of the
     non-surviving  entity as is attributable  to such Common Stock,  Options or
     Convertible  Securities,  as  the  case  may  be.  The  fair  value  of any
     consideration  other than cash or securities will be determined  jointly by
     the Company and the holders of Warrants  representing  at least  two-thirds
     (b) of the Warrant  Shares  issuable  upon  exercise of the  Warrants  then
     outstanding.  If such parties are unable to reach agreement within ten (10)
     days after the occurrence of an event  requiring  valuation (the "Valuation
     Event"),  the fair value of such  consideration  will be determined  within
     five (5) Business  Days after the tenth (10th ) day following the Valuation
     Event  by an  independent,  reputable  appraiser  jointly  selected  by the
     Company and the holders of Warrants representing at least two-thirds (b) of
     the Warrant Shares issuable upon exercise of the Warrants then outstanding.
     The  determination  of such  appraiser  shall be final and binding upon all
     parties and the fees and expenses of such appraiser  shall be borne jointly
     by the Company and the holders of Warrants.

                                       10
<PAGE>

          (ii)  Integrated  Transactions.  In  case  any  Option  is  issued  in
     connection  with  the  issue or sale of other  securities  of the  Company,
     together  comprising  one  integrated  transaction  in  which  no  specific
     consideration  is  allocated to such  Options by the parties  thereto,  the
     Options will be deemed to have been issued for a consideration of $.01.

          (iii)  Treasury   Shares.   The  number  of  shares  of  Common  Stock
     outstanding  at any given time does not include  shares owned or held by or
     for the account of the Company,  and the disposition of any shares so owned
     or held will be considered an issue or sale of Common Stock.

          (iv)  Record  Date.  If the  Company  takes a record of the holders of
     Common Stock for the purpose of entitling them (1) to receive a dividend or
     other  distribution  payable in Common  Stock,  Options  or in  Convertible
     Securities  or (2) to  subscribe for or purchase  Common Stock,  Options or
     Convertible Securities, then such record date will be deemed to be the date
     of the  issue or sale of the  shares of  Common  Stock  deemed to have been
     issued or sold upon the  declaration of such dividend or the making of such
     other   distribution  or  the  date  of  the  granting  of  such  right  of
     subscription or purchase, as the case may be.

     (d) Adjustment of Warrant Exercise Price upon Subdivision or Combination of
Common  Stock.  If the  Company at any time after the date of  issuance  of this
Warrant  subdivides (by any stock split,  stock  dividend,  recapitalization  or
otherwise) one or more classes of its outstanding  shares of Common Stock into a
greater number of shares, any Warrant Exercise Price in effect immediately prior
to such subdivision will be proportionately  reduced and the number of shares of
Common Stock  obtainable  upon exercise of this Warrant will be  proportionately
increased. If the Company at any time after the date of issuance of this Warrant
combines (by combination,  reverse stock split or otherwise) one or more classes
of its outstanding  shares of Common Stock into a smaller number of shares,  any
Warrant Exercise Price in effect  immediately  prior to such combination will be
proportionately  increased  and the  number  of  Warrant  Shares  issuable  upon
exercise of this Warrant will be proportionately decreased. Any adjustment under
this Section  8(d) shall  become  effective at the close of business on the date
the subdivision or combination becomes effective.

     (e)  Distribution  of  Assets.  If the  Company  shall  declare or make any
dividend or other  distribution  of its assets (or rights to acquire its assets)
to holders of Common Stock, by way of return of capital or otherwise (including,
without  limitation,  any  distribution  of cash,  stock  or  other  securities,
property or options by way of a dividend, spin off, reclassification,  corporate
rearrangement  or other similar  transaction)  (a  "Distribution"),  at any time
after the issuance of this Warrant, then, in each such case:

                                       11
<PAGE>

          (i) any  Warrant  Exercise  Price in effect  immediately  prior to the
     close of business on the record date fixed for the determination of holders
     of Common  Stock  entitled  to receive the  Distribution  shall be reduced,
     effective  as of the close of  business  on such  record  date,  to a price
     determined  by  multiplying  such Warrant  Exercise  Price by a fraction of
     which (A) the numerator shall be the Closing Sale Price of the Common Stock
     on the trading day  immediately  preceding such record date minus the value
     of the  Distribution (as determined in good faith by the Company's Board of
     Directors) applicable to one share of Common Stock, and (B) the denominator
     shall be the  Closing  Sale Price of the Common  Stock on the  trading  day
     immediately preceding such record date; and

          (ii) either (A) the number of Warrant Shares  obtainable upon exercise
     of this  Warrant  shall be  increased  to a number of  shares  equal to the
     number of shares of Common Stock obtainable  immediately prior to the close
     of business on the record  date fixed for the  determination  of holders of
     Common  Stock  entitled  to  receive  the  Distribution  multiplied  by the
     reciprocal of the fraction set forth in the  immediately  preceding  clause
     (i),  or (B) in the event  that the  Distribution  is of common  stock of a
     company whose common stock is traded on a national securities exchange or a
     national automated  quotation system, then the holder of this Warrant shall
     receive an additional  warrant to purchase Common Stock, the terms of which
     shall be identical to those of this Warrant, except that such warrant shall
     be  exercisable  into the amount of the assets that would have been payable
     to the holder of this Warrant  pursuant to the  Distribution had the holder
     exercised  this Warrant  immediately  prior to such record date and with an
     exercise  price  equal to the  amount by which the  exercise  price of this
     Warrant was  decreased  with  respect to the  Distribution  pursuant to the
     terms of the immediately preceding clause (i).

     (f) Certain  Events.  If any event occurs of the type  contemplated  by the
provisions of this Section 8 but not expressly  provided for by such  provisions
(including,  without  limitation,  the  granting of stock  appreciation  rights,
phantom stock rights or other rights with equity  features),  then the Company's
Board of Directors will make an appropriate  adjustment in the Warrant  Exercise
Price and the number of shares of Common Stock  obtainable upon exercise of this
Warrant so as to protect  the rights of the holders of the  Warrants;  provided,
except as set forth in section  8(d),that  no such  adjustment  pursuant to this
Section 8(f) will increase the Warrant  Exercise Price or decrease the number of
shares of Common  Stock  obtainable  as  otherwise  determined  pursuant to this
Section 8.

     (g) Notices.

          (i) Immediately upon any adjustment of the Warrant Exercise Price, the
     Company will give  written  notice  thereof to the holder of this  Warrant,
     setting forth in reasonable detail, and certifying, the calculation of such
     adjustment.

          (ii) The  Company  will  give  written  notice  to the  holder of this
     Warrant  at least  ten (10)  days  prior to the date on which  the  Company
     closes  its books or takes a record  (A) with  respect to any  dividend  or
     distribution  upon  the  Common  Stock,  (B) with  respect  to any pro rata
     subscription offer to holders of Common Stock or (C) for determining rights
     to vote with respect to any Organic Change (as defined below),  dissolution
     or liquidation,  provided that such information  shall be made known to the
     public prior to or in  conjunction  with such notice being provided to such
     holder.

          (iii) The Company will also give written  notice to the holder of this
     Warrant  at least  ten (10)  days  prior to the date on which  any  Organic
     Change,  dissolution  or  liquidation  will take place,  provided that such
     information  shall be made known to the public  prior to or in  conjunction
     with such notice being provided to such holder.

     Section   9.    Purchase    Rights;    Reorganization,    Reclassification,
Consolidation, Merger or Sale.

                                       12
<PAGE>

     (a) In addition to any  adjustments  pursuant to Section 8 above, if at any
time the Company grants, issues or sells any Options,  Convertible Securities or
rights to purchase stock, warrants, securities or other property pro rata to the
record  holders of any class of Common Stock (the "Purchase  Rights"),  then the
holder of this Warrant will be entitled to acquire, upon the terms applicable to
such Purchase Rights, the aggregate Purchase Rights which such holder could have
acquired if such holder had held the number of shares of Common Stock acquirable
upon complete  exercise of this Warrant  immediately  before the date on which a
record is taken for the grant,  issuance or sale of such Purchase Rights, or, if
no such record is taken, the date as of which the record holders of Common Stock
are to be determined for the grant, issue or sale of such Purchase Rights.

     (b) Any recapitalization,  reorganization, reclassification, consolidation,
merger,  sale of all or  substantially  all of the  Company's  assets to another
Person or other  transaction  in each case which is  effected in such a way that
holders  of Common  Stock are  entitled  to  receive  (either  directly  or upon
subsequent  liquidation)  stock,  securities  or assets  with  respect  to or in
exchange for Common Stock is referred to herein as an "Organic Change". Prior to
the  consummation of any (i) sale of all or  substantially  all of the Company's
assets to an acquiring  Person or (ii) other Organic Change  following which the
Company is not a  surviving  entity,  the  Company  will  secure from the Person
purchasing  such assets or the successor  resulting from such Organic Change (in
each case,  the "Acquiring  Entity") a written  agreement (in form and substance
satisfactory to the holders of Warrants  representing at least  two-thirds (iii)
of the Warrant Shares  issuable upon exercise of the Warrants then  outstanding)
to deliver to each holder of Warrants in exchange for such Warrants,  a security
of the Acquiring Entity evidenced by a written instrument  substantially similar
in form and  substance  to this Warrant and  satisfactory  to the holders of the
Warrants  (including an adjusted  warrant  exercise price equal to the value for
the Common Stock reflected by the terms of such  consolidation,  merger or sale,
and exercisable for a corresponding  number of shares of Common Stock acquirable
and receivable  upon exercise of the Warrants  without regard to any limitations
on  exercise,  if the value so  reflected  is less than any  Applicable  Warrant
Exercise Price immediately prior to such  consolidation,  merger or sale). Prior
to the  consummation  of any  other  Organic  Change,  the  Company  shall  make
appropriate  provision  (in form and  substance  satisfactory  to the holders of
Warrants representing a majority of the Warrant Shares issuable upon exercise of
the  Warrants  then  outstanding)  to  insure  that each of the  holders  of the
Warrants will  thereafter have the right to acquire and receive in lieu of or in
addition  to (as the case may be) the  Warrant  Shares  immediately  theretofore
issuable and  receivable  upon the exercise of such holder's  Warrants  (without
regard to any  limitations  on  exercise),  such shares of stock,  securities or
assets  that would  have been  issued or payable  in such  Organic  Change  with
respect to or in exchange for the number of Warrant Shares which would have been
issuable and  receivable  upon the exercise of such  holder's  Warrant as of the
date of such Organic  Change  (without  taking into account any  limitations  or
restrictions on the exercisability of this Warrant).

     Section 10. Lost, Stolen,  Mutilated or Destroyed Warrant.  If this Warrant
is lost, stolen,  mutilated or destroyed, the Company shall promptly, on receipt
of an indemnification  undertaking (or, in the case of a mutilated Warrant,  the
Warrant),  issue a new Warrant of like denomination and tenor as this Warrant so
lost, stolen, mutilated or destroyed.

                                       13
<PAGE>

     Section 11. Notice. Any notices,  consents, waivers or other communications
required or  permitted  to be given under the terms of this  Warrant  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  transmission  is
mechanically or electronically generated and kept on file by the sending party);
or (iii) one Business 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:


         If to the Holder:
                  May Davis Group, Inc.
                  1 World Trade Center, Suite 8735
                  New York, NY 10048
                  Telephone: (212) 775-7400
                  Facsimile: (212) 775-8166
                  Attention: Michael Jacobs

         With Copy to:
                  Butler Gonzalez LLP
                  1000 Stuyvesant Avenue
                  Suite # 6
                  Union, NJ  07083
                  Telephone: (908) 810-8588
                  Facsimile: (908) 810-0873
                  Attention: David Gonzalez, Esq.

         If to the Company:
                  Condor Capital Inc.

                  Attention:

         With a copy to:


If to a holder of this Warrant,  to it at the address and  facsimile  number set
forth in the Purchase Agreement, with copies to such holder's representatives as
set forth in such Purchase Agreement,  or at such other address and facsimile as
shall be delivered to the Company upon the issuance or transfer of this Warrant.
Each party shall provide five days' prior  written  notice to the other party of
any change in address or facsimile number.  Written  confirmation of receipt (A)
given by the  recipient  of such  notice,  consent,  facsimile  ,waiver or other
communication,  (or (B) provided by a nationally  recognized  overnight delivery
service shall be rebuttable  evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

     Section  13.  Date.  The date of this  Warrant is  December 1 , 2000.  This
Warrant, in all events, shall be wholly void and of no effect after the close of
business  on  the  Expiration  Date,  except  that   notwithstanding  any  other
provisions  hereof,  the provisions of Section 8(b) shall continue in full force
and effect after such date as to any Warrant Shares or other  securities  issued
upon the exercise of this Warrant.

                                       14
<PAGE>

     Section 14. Amendment and Waiver.  Except as otherwise provided herein, the
provisions  of the  Warrants  may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it,  only if the  Company has  obtained  the  written  consent of the holders of
Warrants  representing  at least  two-thirds of the Warrant Shares issuable upon
exercise of the Warrants then  outstanding;  provided  that,  except for Section
8(d),no  such action may  increase  the Warrant  Exercise  Price or decrease the
number of shares  or class of stock  obtainable  upon  exercise  of any  Warrant
without the written consent of the holder of such Warrant.

     Section 15. Descriptive  Headings;  Governing Law. The descriptive headings
of the  several  sections  and  paragraphs  of this  Warrant  are  inserted  for
convenience  only and do not  constitute a part of this  Warrant.  The corporate
laws of the State of Nevada  shall  govern all issues  concerning  the  relative
rights of the Company and its stockholders.  All other questions  concerning the
construction,  validity, enforcement and interpretation of this Warrant shall be
governed by the internal laws of the State of New York, without giving effect to
any choice of law or conflict of law  provision or rule (whether of the State of
New York, or any other  jurisdiction)  that would cause the  application  of the
laws of any jurisdiction other than the State of New York.




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                                       15
<PAGE>


     IN WITNESS  WHEREOF,  the Company  has caused this  Warrant to be signed by
___________,  its  President  and  Chief  Executive  Officer,  as of the  day of
December 4, 2000.


                                              CONDOR CAPITAL INC.

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






                                       16
<PAGE>



                              EXHIBIT A TO WARRANT
                              --------------------

                                SUBSCRIPTION FORM

        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                              CONDOR CAPITAL INC.,

     The   undersigned   holder   hereby   exercises   the  right  to   purchase
_________________  of the shares of Common  Stock  ("Warrant  Shares") of Condor
Capital Inc., a Nevada  corporation (the  "Company"),  evidenced by the attached
Warrant (the "Warrant"). Capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Warrant.

     1. Form of Warrant  Exercise Price.  The Holder intends that payment of the
Warrant Exercise Price shall be made as:

     ___________ a "Cash  Exercise"  with respect to  _________________  Warrant
                 Shares; and/or

     ____________ a "Cashless Exercise" with respect to _______________  Warrant
                  Shares (to the extent permitted by the terms of the Warrant).

     2.  Payment of  Warrant  Exercise  Price.  In the event that the holder has
elected a Cash Exercise with respect to some or all of the Warrant  Shares to be
issued pursuant hereto, the holder shall pay the sum of  $___________________ to
the Company in accordance with the terms of the Warrant.

     3.  Delivery of Warrant  Shares.  The Company  shall  deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.

Date: _________________, ______



   Name of Registered Holder


By:
      Name:
      Title:

                                       18
<PAGE>


                              FORM OF WARRANT POWER


     FOR VALUE  RECEIVED,  the  undersigned  does hereby  assign and transfer to
________________,  Federal Identification No. __________,  a warrant to purchase
____________  shares of the  capital  stock of  Condor  Capital  Inc.,  a Nevada
corporation,  represented by warrant certificate no. _____, standing in the name
of the undersigned on the books of said corporation. The undersigned does hereby
irrevocably  constitute  and appoint  ______________,  attorney to transfer  the
warrants of said corporation, with full power of substitution in the premises.


         Dated:  _________, ____




                                          ____________________________________

                                          By:      ___________________________
                                          Its:     ___________________________