Exhibit 10.15
                             NEXLAND, INCORPORATED
                            PLACEMENT AGENT AGREEMENT

                                                     Dated as of: March 19, 2001


May Davis Group, Inc.
One World Trade Center - Suite 8735
New York, New York, 10048

Ladies and Gentlemen:

        The undersigned,  Nexland, Inc. (the "COMPANY"),  hereby agrees with May
Davis Group, Inc. ("May Davis") as follows:

        1.  OFFERING.  The  Company  hereby  engages  May  Davis  to  act as its
exclusive  placement agent in connection with the Securities  Purchase Agreement
(as defined herein) for the issuance and sale by the Company (the "Offering") of
convertible debentures (the "Convertible Debentures") which shall be convertible
into the  Company's  common  stock,  $0.0001  par value per share  (the  "COMMON
STOCK")(as  converted,  the "Conversion  Shares"), 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
"SECURITIES  PURCHASE  AGREEMENT").  All  capitalized  terms used herein and not
otherwise  defined  shall  have  the  same  meaning  ascribed  to them as in the
Securities Purchase Agreement. The Investor will be granted certain registration
rights  with  respect  to the  Common  Stock  as more  fully  set  forth  in the
Registration  Rights  Agreement  between the Company and the Investor  dated the
date hereof.  The documents to be executed and delivered in connection  with the
Offering, including, but not limited, to this Agreement, the Securities Purchase
Agreement,  the Registration  Rights Agreement,  the Escrow Agreement with First
Union  National  Bank  (the  "ESCROW  AGREEMENT"),  are  referred  to  sometimes
hereinafter collectively as the "OFFERING MATERIALS." The Company's Common Stock
is sometimes referred to hereinafter as the "Securities." May Davis shall not be
obligated to sell any  Securities and this Offering by May Davis shall be solely
on a "best efforts basis."

        2.  INFORMATION.
            -----------

            Upon the  occurrence of each Closing,  the funds received in respect
of the  Convertible  Debentures  purchased by the Investors will be disbursed in
accordance with the terms of the Securities Purchase  Agreement,  net of (i) the
commission  payable  to May  Davis,  equal to ten  percent  (10%)  of the  gross
proceeds from the sale of Convertible Debentures , and (ii) legal fees and other
expenses  related  thereto due to May Davis's  counsel,  Butler Gonzalez LLP, an
amount not to exceed Thirty Thousand Dollars  ($30,000)  ($10,000 for legal fees



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for the  transactions  contemplated  herein and  $20,000  for legal fees for the
Equity Line of Credit  transaction);  and (iii)  legal fees and  expenses of the
Company's counsel.

        3.     REPRESENTATIONS, WARRANTIES AND COVENANTS OF MAY DAVIS.
               ------------------------------------------------------
        A.     May Davis represents, warrants and covenants as follows:
               (i)  May  Davis  has the  necessary  power  to  enter  into  this
Agreement  and  the  Escrow   Agreement  and  to  consummate  the   transactions
contemplated hereby and thereby.

               (ii) The execution and delivery by May Davis of this  Agreement ,
the Escrow  Agreement  and the  consummation  of the  transactions  contemplated
herein and therein will not result in any violation of, or be in conflict  with,
or constitute a default under, any agreement or instrument to which May Davis is
a party or by which May Davis or its  properties  are  bound,  or any  judgment,
decree,  order or, to May Davis's  knowledge,  any statute,  rule or  regulation
applicable to May Davis.  This Agreement and the Escrow  Agreement when executed
and  delivered  by May  Davis,  will  constitute  the legal,  valid and  binding
obligations of May Davis, enforceable in accordance with their respective terms,
except  to the  extent  that (a) the  enforceability  hereof or  thereof  may be
limited by bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
from time to time in effect and affecting the rights of creditors generally, (b)
the enforceability hereof or thereof is subject to general principles of equity,
or (c)  the  indemnification  provisions  hereof  or  thereof  may be held to be
violative of public policy.

               (iii) Upon receipt of an executed  Securities Purchase Agreement,
a  Registration  Rights  Agreement  and the Escrow  Agreement  and the documents
related  thereto,  May Davis will,  through the Escrow Agent,  promptly  forward
copies of the Securities Purchase  Agreement,  the Registration Rights Agreement
and the Escrow Agreement and the documents related thereto to the Company or its
counsel.

               (iv) May Davis  will not  deliver  any  documents  related to the
Offering  to any  person  it does not  reasonably  believe  to be an  Accredited
Investor as defined in Rule 501 (a) (3) of Regulation D.

               (v) May Davis  will not  intentionally  take any  action  that it
reasonably  believes  would cause the Offering to violate the  provisions of the
1933 Act, the 1934 Act, the respective rules and regulations  promulgated  there
under (the "RULES AND  REGULATIONS")  or applicable "BLUE SKY" laws of any state
or jurisdiction.

               (vi) May Davis shall use all reasonable  efforts to determine (a)
whether the  Investor is an  Accredited  Investor  and (b) that any  information
furnished  by the  Investor  is true  and  accurate.  May  Davis  shall  have no
obligation to insure that (x) any check,  note,  draft or other means of payment
for the Common Stock will be honored,  paid or enforceable  against the Investor
in accordance  with its terms,  or (y) subject to the performance of May Davis's
obligations  and the  accuracy of May  Davis's  representations  and  warranties
hereunder, (1) the Offering is exempt from the registration  requirements of the
1933  Act or any  applicable  state  "Blue  Sky" law or (2) the  Investor  is an
Accredited Investor.

               (vii)  May  Davis  is a member  of the  National  Association  of
Securities  Dealers,  Inc., and is a broker-dealer  registered as such under the
1934 Act and under the  securities  laws of the  states in which the  Securities
will be  offered  or sold by May  Davis,  unless  an  exemption  for such  state


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registration  is available  to May Davis.  May Davis is in  compliance  with all
material rules and regulations  applicable to May Davis generally and applicable
to May Davis's participation in the Offering.

        4.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
               ---------------------------------------------
        A.     The Company represents and warrants as follows:
               (i)  The  execution,  delivery  and  performance  of each of this
Agreement,  the Securities  Purchase  Agreement,  the Escrow Agreement,  and the
Registration Rights Agreement has been or will be duly and validly authorized by
the Company and is, or with respect to this Agreement,  the Securities  Purchase
Agreement,  the Escrow Agreement, and the Registration Rights Agreement will be,
a valid and binding agreement of the Company, enforceable in accordance with its
respective  terms,  except to the extent that (a) the  enforceability  hereof or
thereof may be limited by bankruptcy, insolvency, reorganization,  moratorium or
similar laws from time to time in effect and  affecting  the rights of creditors
generally,  (b) the  enforceability  hereof or  thereof  is  subject  to general
principles of equity or (c) the indemnification provisions hereof or thereof may
be held to be violative of public policy.  The Securities to be issued  pursuant
to the transactions  contemplated by this Agreement and the Securities  Purchase
Agreement have been duly  authorized and, when issued and paid for in accordance
with  (x)  this   Agreement,   the   Securities   Purchase   Agreement  and  the
certificates/instruments  representing  such  Securities,  (y) will be valid and
binding  obligations  of the  Company,  enforceable  in  accordance  with  their
respective terms,  except to the extent that (1) the enforceability  thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
from time to time in effect and affecting the rights of creditors generally, and
(2) the  enforceability  thereof is subject to general principles of equity. All
corporate action required to be taken for the  authorization,  issuance and sale
of the Securities has been duly and validly taken by the Company.

               (ii) The Company has a duly  authorized,  issued and  outstanding
capitalization as set forth in the Securities Purchase Agreement. The Company is
not a party to or  bound  by any  instrument,  agreement  or  other  arrangement
providing for it to issue any capital stock, rights, warrants,  options or other
securities, except for this Agreement and the agreements described herein and as
described  in the  Securities  Purchase  Agreement.  All issued and  outstanding
securities of the Company,  have been duly authorized and validly issued and are
fully paid and non-assessable;  the holders thereof have no rights of rescission
or  preemptive  rights  with  respect  thereto  and are not  subject to personal
liability  solely  by  reason  of  being  security  holders;  and  none  of such
securities  was issued in violation of the  preemptive  rights of any holders of
any security of the Company.  The Company has  50,000,000  shares of  authorized
Common Stock,  36,027,378 of which will be issued and outstanding as of the date
hereof.

               (iii) The Common Stock to be issued in accordance with Securities
Purchase  Agreement  has been duly  authorized  and when  issued and paid for in
accordance with the this Agreement,  the Securities  Purchase  Agreement and the
certificates/instruments representing such Common Stock, will be validly issued,
fully-paid  and  non-assessable;  the  holders  thereof  will not be  subject to
personal  liability solely by reason of being such holders;  such Securities are
not and will not be  subject  to the  preemptive  rights  of any  holder  of any
security of the Company.

               (iv) The Company has good and  marketable  title to, or valid and
enforceable  leasehold  estates  in,  all  items of real and  personal  property
necessary to conduct its business  (including,  without limitation,  any real or



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personal property stated in the Offering  Materials to be owned or leased by the
Company), free and clear of all liens, encumbrances,  claims, security interests
and defects of any material nature whatsoever, other than those set forth in the
Offering Materials and liens for taxes not yet due and payable.

               (v) There is no litigation or governmental proceeding pending or,
to the best of the Company's  knowledge,  threatened  against,  or involving the
properties  or  business  of the  Company,  except as set forth in the  Offering
Materials.

               (vi) The Company has been duly organized and is validly  existing
as a  corporation  in good  standing  under the laws of the  State of  Delaware.
Except as set  forth in the  Offering  Materials,  the  Company  does not own or
control,   directly  or  indirectly,  an  interest  in  any  other  corporation,
partnership,  trust, joint venture or other business entity. The Company is duly
qualified  or licensed  and in good  standing as a foreign  corporation  in each
jurisdiction   in  which  the   character  of  its   operations   requires  such
qualification or licensing and where failure to so qualify would have a material
adverse effect on the Company. The Company has all requisite corporate power and
authority,  and all material and necessary  authorizations,  approvals,  orders,
licenses,  certificates  and  permits  of and from all  governmental  regulatory
officials  and bodies  (domestic  and  foreign) to conduct its  businesses  (and
proposed  business) as described in the Offering  Materials.  Any disclosures in
the Offering  Materials  concerning the effects of foreign,  federal,  state and
local  regulation  on the  Company's  businesses  as currently  conducted and as
contemplated  are correct in all  material  respects  and do not omit to state a
material fact.  The Company has all corporate  power and authority to enter into
this Agreement,  the Securities  Purchase  Agreement,  the  Registration  Rights
Agreement,  and the Escrow Agreement, to carry out the provisions and conditions
hereof and  thereof,  and all  consents,  authorizations,  approvals  and orders
required in connection  herewith and therewith have been  obtained.  No consent,
authorization or order of, and no filing with, any court,  government  agency or
other body is  required by the Company  for the  issuance of the  Securities  or
execution and delivery of the Securities  Purchase  Agreement,  the Registration
Rights  Agreement,  and the Escrow Agreement  except for applicable  federal and
state  securities laws. The Company,  since its inception,  has not incurred any
liability  arising  under  or as a  result  of  the  application  of  any of the
provisions of the 1933 Act, the 1934 Act or the Rules and Regulations.

               (vii) There has been no material  adverse change in the condition
or prospects of the Company, financial or otherwise, from the latest dates as of
which such condition or prospects,  respectively,  are set forth in the Offering
Materials,  and the  outstanding  debt,  the  property  and the  business of the
Company conform in all material  respects to the descriptions  thereof contained
in the Offering Materials.

               (viii) Except as set forth in the Offering Materials, the Company
is not in breach of, or in default under,  any term or provision of any material
indenture,  mortgage,  deed of trust,  lease, note, loan or Securities  Purchase
Agreement or any other material agreement or instrument evidencing an obligation
for borrowed money, or any other material agreement or instrument to which it is
a party or by which it or any of its  properties  may be bound or affected.  The
Company is not in  violation  of any  provision  of its charter or by-laws or in
violation of any franchise,  license, permit,  judgment,  decree or order, or in
violation of any material statute, rule or regulation. Neither the execution and
delivery of this Agreement,  the Securities Purchase Agreement, the Registration
Rights Agreement, the Escrow Agreement, nor the issuance and sale or delivery of


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<PAGE>

the Securities,  nor the  consummation of any of the  transactions  contemplated
herein  or  in  the  Securities  Purchase  Agreement,  the  Registration  Rights
Agreement,  and the Escrow Agreement, nor the compliance by the Company with the
terms and provisions  hereof or thereof,  has  conflicted  with or will conflict
with,  or has  resulted  in or will  result in a breach of, any of the terms and
provisions  of, or has  constituted or will  constitute a default under,  or has
resulted in or will result in the creation or imposition of any lien,  charge or
encumbrance  upon any property or assets of the Company or pursuant to the terms
of any indenture,  mortgage,  deed of trust,  note, loan or Securities  Purchase
Agreement or any other  agreement or instrument  evidencing  an  obligation  for
borrowed money, or any other agreement or instrument to which the Company may be
bound or to which any of the property or assets of the Company is subject except
(a) where such default,  lien,  charge or encumbrance  would not have a material
adverse  effect on the Company and (b) as described  in the Offering  Materials;
nor will such action result in any violation of the provisions of the charter or
the by-laws of the Company or,  assuming the due performance by May Davis of its
obligations  hereunder,  any  material  statute or any material  order,  rule or
regulation  applicable  to the Company of any court or of any foreign,  federal,
state or other regulatory authority or other government body having jurisdiction
over the Company.

               (ix) Subsequent to the dates as of which  information is given in
the Offering Materials, and except as may otherwise be indicated or contemplated
herein or therein, the Company has not (a) issued any securities or incurred any
liability  or  obligation,  direct or  contingent,  for borrowed  money,  or (b)
entered into any transaction  other than in the ordinary course of business,  or
(c)  declared  or paid any  dividend  or made any  other  distribution  on or in
respect of its capital stock. Except as described in the Offering Materials, the
Company  has no  outstanding  obligations  to any  officer  or  director  of the
Company.

               (x) There are no claims for  services in the nature of a finder's
or  origination  fee with  respect to the sale of the Common  Stock or any other
arrangements,   agreements  or  understandings   that  may  affect  May  Davis's
compensation,  as determined by the National  Association of Securities Dealers,
Inc.

               (xi) The Company owns or  possesses,  free and clear of all liens
or  encumbrances  and rights thereto or therein by third parties,  the requisite
licenses  or other  rights to use all  trademarks,  service  marks,  copyrights,
service names, trade names, patents,  patent applications and licenses necessary
to conduct its business  (including,  without  limitation,  any such licenses or
rights  described in the  Offering  Materials as being owned or possessed by the
Company) and, except as set forth in the Offering  Materials,  there is no claim
or action by any person  pertaining  to, or  proceeding,  pending or threatened,
which  challenges  the  exclusive  rights of the  Company  with  respect  to any
trademarks,  service marks,  copyrights,  service names,  trade names,  patents,
patent applications and licenses used in the conduct of the Company's businesses
(including,  without  limitation,  any such licenses or rights  described in the
Offering  Materials as being owned or possessed by the Company) except any claim
or action  that would not have a material  adverse  effect on the  Company;  the
Company's  current  products,  services or processes do not infringe or will not
infringe on the patents currently held by any third party.

               (xii) Except as described in the Offering Materials,  the Company
is not under any  obligation to pay royalties or fees of any kind  whatsoever to
any third  party with  respect to any  trademarks,  service  marks,  copyrights,
service names, trade names, patents, patent applications, licenses or technology


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it has developed, uses, employs or intends to use or employ, other than to their
respective licensors.

               (xiii) Subject to the performance by May Davis of its obligations
hereunder,  the  Securities  Purchase  Agreement  and the  offer and sale of the
Securities  comply,  and will continue to comply, up to the Registration  Period
(as defined in the Securities  Purchase Agreement) in all material respects with
the  requirements of Rule 506 of Regulation D promulgated by the SEC pursuant to
the 1933 Act and any other applicable federal and state laws, rules, regulations
and  executive  orders.  Neither the  Offering  Materials  nor any  amendment or
supplement  thereto nor any documents prepared by the Company in connection with
the  Offering  will contain any untrue  statement of a material  fact or omit to
state any material fact  required to be stated  therein or necessary to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.  All statements of material facts in the Offering  Materials are
true and correct as of the date of the Offering  Materials  and will be true and
correct on the date of the Closing.

               (xiv)  All  material  taxes  which are due and  payable  from the
Company  have been  paid in full or  adequate  provision  has been made for such
taxes on the books of the Company  except for those taxes disputed in good faith
the Company does not have any tax  deficiency or claim  outstanding  assessed or
proposed against it.

               (xv)  None of the  Company  nor any of its  officers,  directors,
employees or agents, nor any other person acting on behalf of the Company,  has,
directly  or  indirectly,  given or agreed to give any  money,  gift or  similar
benefit (other than legal price  concessions to customers in the ordinary course
of  business)  to any  customer,  supplier,  employee  or agent of a customer or
supplier,  or official or employee of any governmental agency or instrumentality
of any government  (domestic or foreign) or any political party or candidate for
office  (domestic  or foreign) or other person who is or may be in a position to
help or hinder the business of the Company (or assist it in connection  with any
actual or  proposed  transaction)  which (A) might  subject  the  Company to any
damage  or  penalty  in  any  civil,  criminal  or  governmental  litigation  or
proceeding, or (B) if not given in the past, might have had a materially adverse
effect on the assets,  business or operations of the Company as reflected in any
of the financial statements  contained in the Offering Materials,  or (C) if not
continued in the future, might adversely affect the assets, business, operations
or prospects of the Company in the future.

        5.     CERTAIN COVENANTS AND AGREEMENTS OF THE COMPANY.
               -----------------------------------------------
        The Company  covenants and agrees at its expense and without any expense
to May Davis as follows:
        A. To advise May Davis of any material  adverse  change in the Company's
financial  condition,  prospects  or business or of any  development  materially
affecting the Company or rendering  untrue or misleading any material  statement
in the Offering Materials occurring at any time as soon as the Company is either
informed or becomes aware thereof.

        B. To use its commercially  reasonable efforts to cause the Common Stock
issuable  upon  exercise  of  the  Convertible  Debentures  to be  qualified  or
registered for sale on terms  consistent  with those stated in the  Registration
Rights  Agreement and under the  securities  laws of such  jurisdictions  as May
Davis and the Investor shall reasonably  request,  provided that such states and
jurisdictions  do not require  the Company to qualify as a foreign  corporation.
Qualification,  registration and exemption charges and fees shall be at the sole
cost and expense of the Company.


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        C. Upon  written  request,  to provide and  continue to provide the each
holder of Securities,  copies of all quarterly financial  statements and audited
annual  financial  statements  prepared  by or on behalf of the  Company,  other
reports  prepared by or on behalf of the Company for public  disclosure  and all
documents delivered to the Company's stockholders.

        D. To deliver,  during the Registration  Period,  to May Davis, upon May
Davis's request, within forty five (45) days, a statement of its income for each
such  quarterly  period,  and its balance  sheet and a  statement  of changes in
stockholders'  equity as of the end of such quarterly period,  all in reasonable
detail,  certified by its principal financial or accounting officer; (ii) within
ninety (90) days after the close of each fiscal  year,  its balance  sheet as of
the close of such fiscal year,  together with a statement of income, a statement
of changes in stockholders'  equity and a statement of cash flow for such fiscal
year,  such  balance  sheet,  statement  of  income,  statement  of  changes  in
stockholders'  equity and statement of cash flow to be in reasonable  detail and
accompanied  by a copy of the  certificate  or  report  thereon  of  independent
auditors if audited financial  statements are prepared;  and (iii) a copy of all
documents,  reports and  information  furnished to its  stockholders at the time
that such documents, reports and information are furnished to its stockholders.

        E. To comply  with  the  terms  of the  Securities  Purchase  Agreement,
the Registration Rights Agreement, and the Escrow Agreement.

        F. To ensure that any transactions  between or among the Company, or any
of its officers, directors and affiliates be on terms and conditions that are no
less  favorable  to the  Company,  than the terms and  conditions  that would be
available in an "arm's length" transaction with an independent third party.

        6.     INDEMNIFICATION.
               ---------------
               A. The Company  hereby agrees that it will indemnify and hold May
Davis and each officer, director, shareholder, employee or representative of May
Davis, and each person  controlling,  controlled by or under common control with
May Davis  within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act or the SEC's Rules and Regulations  promulgated  thereunder (the "Rules
and  Regulations"),  harmless from and against any and all loss, claim,  damage,
liability,  cost or expense whatsoever  (including,  but not limited to, any and
all  reasonable  legal fees and other  expenses  and  disbursements  incurred in
connection with investigating, preparing to defend or defending any action, suit
or proceeding, including any inquiry or investigation,  commenced or threatened,
or any claim whatsoever or in appearing or preparing for appearance as a witness
in any action,  suit or  proceeding,  including  any inquiry,  investigation  or
pretrial proceeding such as a deposition) to which May Davis or such indemnified
person of May Davis may become  subject  under the 1933 Act,  the 1934 Act,  the
Rules and Regulations,  or any other federal or state law or regulation,  common
law or  otherwise,  arising  out of or based  upon (i) any untrue  statement  or
alleged  untrue  statement of a material fact contained in (a) Section 4 of this
Agreement,  (b) the Offering Materials (except those written statements relating
to May Davis given by an  indemnified  person for  inclusion  therein),  (c) any
application or other document or written  communication  executed by the Company
or  based  upon  written  information  furnished  by the  Company  filed  in any
jurisdiction  in order to qualify  the Common  Stock under the  securities  laws
thereof,  or any state  securities  commission  or agency;  (ii) the omission or
alleged omission from documents  described in clauses (a), (b) or (c) above of a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading;  or (iii) the breach of any  representation,  warranty,


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covenant or agreement made by the Company in this Agreement. The Company further
agrees that upon demand by an  indemnified  person,  at any time or from time to
time, it will promptly  reimburse such indemnified  person for any loss,  claim,
damage,  liability,  cost  or  expense  actually  and  reasonably  paid  by  the
indemnified  person as to which the Company has indemnified such person pursuant
hereto.  Notwithstanding  the foregoing  provisions of this Paragraph  6(A), any
such payment or reimbursement by the Company of fees,  expenses or disbursements
incurred by an indemnified person in any proceeding in which a final judgment by
a court of competent  jurisdiction  (after all appeals or the expiration of time
to appeal) is entered against May Davis or such  indemnified  person as a direct
result of May Davis or such person's  gross  negligence  or willful  misfeasance
will be promptly repaid to the Company.

        B. May Davis hereby  agrees that it will  indemnify and hold the Company
and each  officer,  director,  shareholder,  employee or  representative  of the
Company, and each person controlling, controlled by or under common control with
the  Company  within the  meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act or the Rules and Regulations, harmless from and against any and all
loss, claim, damage, liability,  cost or expense whatsoever (including,  but not
limited  to,  any  and  all  reasonable   legal  fees  and  other  expenses  and
disbursements incurred in connection with investigating,  preparing to defend or
defending   any  action,   suit  or   proceeding,   including   any  inquiry  or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or preparing  for  appearance  as a witness in any action,  suit or  proceeding,
including  any  inquiry,   investigation  or  pretrial   proceeding  such  as  a
deposition) to which the Company or such  indemnified  person of the Company may
become subject under the 1933 Act, the 1934 Act, the Rules and  Regulations,  or
any other federal or state law or regulation,  common law or otherwise,  arising
out of or based upon (i) the conduct of May Davis or its officers,  employees or
representatives  in its acting as  Placement  Agent for the Offering or (ii) the
breach of any representation,  warranty, covenant or agreement made by May Davis
in this  Agreement  (iii) any false or  misleading  information  provided to the
Company by one of the May Davis indemnified persons.

        C.  Promptly  after  receipt  by  an  indemnified  party  of  notice  of
commencement  of any action  covered by  Section  6(A) or 6(B),  the party to be
indemnified shall,  within five (5) business days, notify the indemnifying party
of the  commencement  thereof;  the omission by one (1) indemnified  party to so
notify the indemnifying  party shall not relieve the  indemnifying  party of its
obligation to indemnify any other  indemnified  party that has given such notice
and shall not relieve the  indemnifying  party of any liability  outside of this
indemnification  if not  materially  prejudiced  thereby.  In the event that any
action is brought against the indemnified  party, the indemnifying party will be
entitled to participate  therein and, to the extent it may desire, to assume and
control  the  defense  thereof  with  counsel  chosen by it which is  reasonably
acceptable to the indemnified party. After notice from the indemnifying party to
such  indemnified  party of its election to so assume the defense  thereof,  the
indemnifying  party  will not be liable to such  indemnified  party  under  such
Section 6(A) or 6(B) for any legal or other  expenses  subsequently  incurred by
such  indemnified  party  in  connection  with  the  defense  thereof,  but  the
indemnified  party  may,  at its own  expense,  participate  in such  defense by
counsel  chosen by it,  without,  however,  impairing the  indemnifying  party's
control  of  the  defense.   Subject  to  the  proviso  of  this   sentence  and
notwithstanding  any other  statement  to the  contrary  contained  herein,  the
indemnified  party or  parties  shall  have the right to choose its or their own
counsel  and  control  the  defense  of any  action,  all at the  expense of the


                                       8
<PAGE>

indemnifying  party if,  (i) the  employment  of such  counsel  shall  have been
authorized in writing by the  indemnifying  party in connection with the defense
of  such  action  at  the  expense  of  the  indemnifying  party,  or  (ii)  the
indemnifying  party shall not have employed counsel  reasonably  satisfactory to
such  indemnified  party to have charge of the  defense of such action  within a
reasonable  time  after  notice of  commencement  of the  action,  or (iii) such
indemnified  party or parties shall have reasonably  concluded that there may be
defenses available to it or them which are different from or additional to those
available  to one  or  all  of the  indemnifying  parties  (in  which  case  the
indemnifying  parties  shall not have the right to direct  the  defense  of such
action on behalf of the  indemnified  party or parties),  in any of which events
such  fees  and  expenses  of one  additional  counsel  shall  be  borne  by the
indemnifying party; provided, however, that the indemnifying party shall not, in
connection with any one action or separate but substantially  similar or related
actions in the same jurisdiction  arising out of the same general allegations or
circumstance,  be liable for the  reasonable  fees and expenses of more than one
separate  firm of attorneys  at any time for all such  indemnified  parties.  No
settlement of any action or  proceeding  against an  indemnified  party shall be
made without the consent of the indemnifying party.

        D.  In  order  to  provide  for  just  and  equitable   contribution  in
circumstances in which the indemnification  provided for in Section 6(A) or 6(B)
is due in accordance  with its terms but is for any reason held by a court to be
unavailable  on grounds of policy or otherwise,  the Company and May Davis shall
contribute to the aggregate losses,  claims,  damages and liabilities (including
legal or other expenses reasonably incurred in connection with the investigation
or defense  of same)  which the other may incur in such  proportion  so that May
Davis shall be  responsible  for such  percent of the  aggregate of such losses,
claims,  damages  and  liabilities  as shall equal the  percentage  of the gross
proceeds paid to May Davis and the Company shall be responsible for the balance;
provided, however, that no person guilty of fraudulent  misrepresentation within
the meaning of Section  11(f) of the 1933 Act shall be entitled to  contribution
from any  person who was not guilty of such  fraudulent  misrepresentation.  For
purposes of this Section 6(D),  any person  controlling,  controlled by or under
common  control with May Davis,  or any partner,  director,  officer,  employee,
representative  or any  agent of any  thereof,  shall  have the same  rights  to
contribution  as May Davis and each person  controlling,  controlled by or under
common control with the Company within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act and each officer of the Company and each  director
of the Company shall have the same rights to  contribution  as the Company.  Any
party  entitled  to  contribution  will,  promptly  after  receipt  of notice of
commencement of any action,  suit or proceeding against such party in respect of
which a claim for  contribution  may be made  against the other party under this
Section 6(D),  notify such party from whom  contribution may be sought,  but the
omission  to so  notify  such  party  shall  not  relieve  the  party  from whom
contribution  may be  sought  from any  obligation  they may have  hereunder  or
otherwise if the party from whom  contribution  may be sought is not  materially
prejudiced thereby. The indemnity and contribution  agreements contained in this
Section 6 shall remain operative and in full force and effect  regardless of any
investigation  made by or on behalf of any indemnified person or any termination
of this Agreement.

        7.     PAYMENT OF EXPENSES.
               -------------------
        The Company hereby agrees to bear all of the expenses in connection with
the Offering, including, but not limited to the following: filing fees, printing
and duplicating costs, advertisements, postage and mailing expenses with respect


                                       9
<PAGE>

to the  transmission of Offering  Materials,  registrar and transfer agent fees,
Escrow Agent fees and expenses,  fees of the Company's  counsel and accountants,
issue and transfer taxes, if any.

        8.     CONDITIONS OF CLOSING
        The Closing  shall be held at the  offices of May Davis or its  counsel.
The  obligations  of May Davis  hereunder  shall be  subject  to the  continuing
accuracy of the  representations  and warranties of the Company herein as of the
date hereof and as of the Date of Closing (the  "CLOSING  DATE") with respect to
the Company as if it had been made on and as of such Closing Date;  the accuracy
on and as of the Closing Date of the  statements  of the officers of the Company
made pursuant to the provisions  hereof;  and the  performance by the Company on
and as of the Closing Date of its covenants and obligations hereunder and to the
following further conditions:

        A. At the Closing,  May Davis shall receive the opinion of Kirkpatrick &
Lockhart  LLP,  dated as of the date of the Closing,  which  opinion shall be in
form and substance reasonably satisfactory to counsel for May Davis.

        B. At or prior to the  Closing,  counsel  for May Davis  shall have been
furnished  such  documents,  certificates  and  opinions as they may  reasonably
require  for the  purpose of  enabling  them to review or pass upon the  matters
referred  to in this  Agreement  and the  Offering  Materials,  or in  order  to
evidence   the   accuracy,   completeness   or   satisfaction   of  any  of  the
representations, warranties or conditions herein contained.

        C. At and prior to the  Closing,  (i) there  shall have been no material
adverse change nor development  involving a prospective  change in the condition
or prospects or the business activities,  financial or otherwise, of the Company
from the latest  dates as of which such  condition  is set forth in the Offering
Materials; (ii) there shall have been no transaction, not in the ordinary course
of  business,  entered into by the Company  which has not been  disclosed in the
Offering Materials or to May Davis in writing;  (iii) except as set forth in the
Offering  Materials,  the Company shall not be in default under any provision of
any instrument  relating to any outstanding  indebtedness  for which a waiver or
extension  has not been  otherwise  received;  (iv)  except  as set forth in the
Offering Materials, the Company shall not have issued any securities (other than
those to be issued as provided in the  Offering  Materials)  or declared or paid
any  dividend or made any  distribution  of its  capital  stock of any class and
there shall not have been any change in the indebtedness (long or short term) or
liabilities or obligations of the Company  (contingent or otherwise)  except for
trade  payable debt;  (v) no material  amount of the assets of the Company shall
have been pledged or mortgaged,  except as indicated in the Offering  Materials;
and (v) no action, suit or proceeding,  at law or in equity, against the Company
or affecting any of its properties or businesses  shall be pending or threatened
before  or by  any  court  or  federal  or  state  commission,  board  or  other
administrative  agency,  domestic or foreign,  wherein an unfavorable  decision,
ruling or finding could materially adversely affect the businesses, prospects or
financial  condition  or  income  of the  Company,  except  as set  forth in the
Offering Materials.

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



                                       10
<PAGE>

        9.     TERMINATION.
               -----------
        This Agreement  shall be  co-terminus  with, and terminate upon the same
terms and conditions as those set forth in, the Securities  Purchase  Agreement.
The  rights  of the  Investor  and the  obligations  of the  Company  under  the
Registration  Rights Agreement,  and the rights of May Davis and the obligations
of the Company shall survive the termination of this Agreement unabridged.

        10.    MISCELLANEOUS.
               -------------

        A. This  Agreement  may be executed  in any number of  counterparts,
each of which shall be deemed to be an  original,  but all which shall be deemed
to be one and the same instrument.
        B. Any notice required or permitted to be given hereunder shall be given
in writing and shall be deemed  effective  when  deposited in the United  States
mail, postage prepaid, or when received if personally  delivered or faxed ( upon
confirmation of receipt received by the sending party), addressed as follows:

If to Placement Agent, to:        The May Davis Group, Inc.
                                  One World Trade Center
                                  New York, NY 10048
                                  Attention: Michael Jacobs
                                  Telephone: (212)775-7400
                                  Facsimile: (212) 775-8166

With Copy to:                     Butler Gonzalez LLP
                                  1000 Stuyvesant Avenue
                                  Union, NJ 07083
                                  Attention: David Gonzalez, Esq.
                                  Telephone: (908) 810-8588
                                  Facsimile: (908) 810-0973

If to the Company, to:            Nexland, Inc.
                                  1101 Brickell Avenue
                                  North Tower, 2nd Floor
                                  Miami, Florida 33131
                                  Attention:     Gregory S. Levine
                                                 President
                                  Telephone:     (305) 358-7771
                                  Facsimile:     (305) 358-3151

With a copy to:                   Kirkpatrick & Lockhart LLP
                                  201 South Biscayne Blvd. - Suite 2000
                                  Miami, Fl 33131
                                  Attention:     Clayton E. Parker, Esq.
                                  Telephone:     (305) 539-3300
                                  Facsimile:     (305) 358-7095

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



                                       11
<PAGE>


        C. This  Agreement  shall be governed by and  construed  in all respects
under the laws of the State of New York,  without  reference  to its conflict of
laws rules or principles. Any suit, action, proceeding or litigation arising out
of or relating to this Agreement shall be brought and prosecuted in such federal
or state  court or courts  located  within the State of New York as  provided by
law.  The  parties  hereby  irrevocably  and  unconditionally   consent  to  the
jurisdiction  of each such court or courts  located within the State of New York
and to service of  process by  registered  or  certified  mail,  return  receipt
requested,  or by any other  manner  provided  by  applicable  law,  and  hereby
irrevocably and unconditionally  waive any right to claim that any suit, action,
proceeding  or litigation  so commenced  has been  commenced in an  inconvenient
forum.

        D. This Agreement and the other agreements referenced herein contain the
entire  understanding  between  the  parties  hereto and may not be  modified or
amended except by a writing duly signed by the party against whom enforcement of
the modification or amendment is sought.

        E. If  any  provision  of  this Agreement shall be held to be invalid or
unenforceable,  such invalidity or  unenforceability  shall not affect any other
provision of this Agreement.



                           [SIGNATURE PAGE TO FOLLOW]



                                       12
<PAGE>


        IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as
of the date first written above.

                                            NEXLAND, INC.

                                            By: /s/ Gregory S. Levine
                                                -------------------------------
                                                  Name: Gregory S. Levine
                                                  Title:  President

                                            MAY DAVIS GROUP, INC.

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