Exhibit 10.9
                                  ------------

                                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 Securities  Purchase
Agreement  dated the date hereof  between the  Company  and the  investor  named
therein ( the "Purchase Agreement"), for an aggregate price of up to One Million
Three Hundred Thousand Dollars  ($1,300,000).  The Purchase  Agreement  provides
that the  Investor  shall  deposit the purchase  amount 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  Purchase  Agreement.  (the
"Closing")


     WHEREAS,  the  Placement  Agent  intends  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 twenty (20) days from the date of  commencement  of
the Offering  (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 #  1298-00
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 Escrow
Funds 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 Escrow Funds
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 Funds,
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 Purchase
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
further appeal, to have resulted 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

                                       6
<PAGE>

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 and the 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 Purchase  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.

          (iv)   ______________   has  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 upon  confirmation of recipet 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
                  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  hereto.  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.


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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/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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