Exhibit 10.7
                                  ------------

     THIS NOTE, AND THE SECURITIES  INTO WHICH IT IS CONVERTIBLE  (COLLECTIVELY,
     THE  "SECURITIES"),  HAVE  NOT  BEEN  REGISTERED  WITH  THE  UNITED  STATES
     SECURITIES  AND EXCHANGE  COMMISSION  OR THE  SECURITIES  COMMISSION OF ANY
     STATE.  THE  SECURITIES  ARE BEING  OFFERED  PURSUANT TO A SAFE HARBOR FROM
     REGISTRATION UNDER  REGULATION S  AND/OR REGULATION D PROMULGATED UNDER THE
     SECURITIES  ACT OF  1933,  AS  AMENDED  (THE  "ACT").  THE  SECURITIES  ARE
     "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S.
     PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT)
     UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT,  PURSUANT TO REGULATION
     S  AND/OR  REGULATION  D OR  PURSUANT  TO  AVAILABLE  EXEMPTIONS  FROM  THE
     REGISTRATION  REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH
     OPINION OF COUNSEL OR OTHER SUCH  INFORMATION AS IT MAY REASONABLY  REQUIRE
     TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS
     INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.



                                    DEBENTURE


                               CONDOR CAPITAL INC.


                            5% Convertible Debenture


                            Due December 4 ___, 2005


No.  ___                                                      $

     This Debenture is issued by CONDOR CAPITAL INC., a Nevada  corporation (the
"Company"),  to   ____________________________   (together  with  its  permitted
successors and assigns,  the "Holder")  pursuant to exemptions from registration
under the Securities Act of 1933, as amended.

                                   ARTICLE I.
                                   ---------

     Section 1.01  Principal and  Interest.  For value  received,  on December 4
____,  2000,  the Company  hereby  promises to pay to the order of the Holder in
lawful money of the United States of America and in immediately  available funds
the principal sum of _________DOLLARS (US $____),  together with interest on the
unpaid  principal  of this  Debenture  at the rate of five percent (5%) per year
(computed on the basis of a 365-day year and the actual days  elapsed)  from the
date of this Debenture until paid. At the Company's option, the entire principal
amount and all  accrued  interest  shall be either (a) paid to the Holder on the
five (5) year  anniversary  from the date hereof or (b)  converted in accordance
with Section 4.02 herein.


<PAGE>

     Section 1.02 Optional Conversion. The Holder is entitled, at its option, to
convert  at any  time  and  from  time to  time  until  payment  in full of this
Debenture,  all or any  part of the  principal  amount  of the  Debenture,  plus
accrued interest,  into shares (the "Conversion Shares") of the Company's common
stock,  $0.001  par  value  ("Common  Stock"),  at  the  price  per  share  (the
"Conversion Price") equal to the lower of either (a) an amount equal to 120 % of
the of the closing bid price of the Common Stock ( the "Fixed  Price") as listed
on a Principal  Market (as defined  herein),  as quoted by Bloomberg  L.P.  (the
"Closing  Bid Price") as of the date  hereof,  or (b) an  amount equal to eighty
percent (80%)  of the averaged  five (5) lowest  Closing Bid Price of the Common
Stock for the twenty (20) trading days immediately preceding the Conversion Date
(as defined herein).  Subparagraphs (a)  and (b) above are individually referred
to as a "Conversion  Price". As used herein,  "Principal  Market" shall mean the
Nasdaq  Bulletin  Board  System,  Nasdaq  SmallCap  Market,  or  American  Stock
Exchange.  If the Common Stock is not traded on a Principal Market,  the Closing
Bid Price shall mean,  the reported  Closing Bid Price for the Common Stock,  as
furnished by the National  Association  of  Securities  Dealers,  Inc.,  for the
applicable  periods.  No fraction of shares or scrip  representing  fractions of
shares will be issued on conversion,  but the number of shares issuable shall be
rounded to the nearest whole share. To convert this Debenture, the Holder hereof
shall deliver written notice thereof,  substantially  in the form of Exhibit "A"
to this Debenture, with appropriate insertions (the "Conversion Notice"), to the
Company at its address as set forth herein.  The date upon which the  conversion
shall be effective  (the  "Conversion  Date") shall be deemed to be the date set
forth in the Conversion Notice,  provided that the Company or the transfer agent
delivers the Conversion  Shares within ten (10) business days after receipt of a
Conversion  Notice.  If such Conversion Shares are not delivered within such ten
(10) business day period,  the Conversion Date shall be the date such shares are
actually delivered to the Holder.

     Section 1.03  Reservation  of Common  Stock.  The Company shall reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the  conversion of this  Debenture,  such number of
shares of Common Stock as shall from time to time be  sufficient  to effect such
conversion, based upon the Conversion Price. If at any time the Company does not
have a sufficient number of Conversion Shares authorized and available, then the
Company  shall  call and  hold a  special  meeting  of its  stockholders  within
thirty (30) days  of that time for the sole purpose of increasing  the number of
authorized shares of Common Stock.

     Section 1.04 Registration  Rights. The Company is obligated to register the
resale of the  Conversion  Shares under the  Securities Act of 1933, as amended,
pursuant to the terms of a Registration  Rights  Agreement,  between the Company
and the Holder of even date herewith (the "Registration Rights Agreement").

     Section 1.05 Interest Payments. The interest so payable will be paid at the
time of maturity or  conversion  to the person in whose name this  Debenture  is
registered.  At the time such  interest is  payable,  the  Company,  in its sole
discretion,  may elect to pay  interest in cash (via wire  transfer or certified
funds) or in the form of Common Stock. In the event of default,  as described in
Article III  Section 3.01  hereunder,  the Holder may elect that the interest be
paid in cash (via wire  transfer  or  certified  funds) or in the form of Common
Stock.  If paid in the form of Common  Stock,  the  amount of stock to be issued
will be calculated  as follows:  the value of the stock shall be the Closing Bid
Price on:  (i) the  date the  interest  payment is due; or (ii) if the  interest
payment is not made when due, the date the interest payment is made. A number of
shares of Common Stock with a value equal to the amount of interest due shall be
issued.  No fractional shares will be issued;  therefore,  in the event that the
value of the Common Stock per share does not equal the total  interest  due, the
Company will pay the balance in cash.

                                       2
<PAGE>

     Section 1.06 Paying Agent and Registrar. Initially, the Company will act as
paying agent and registrar.  The Company may change any paying agent, registrar,
or  Company-registrar by giving the Holder not less than ten (10) business days'
written notice of its election to do so, specifying the name, address, telephone
number and facsimile  number of the paying agent or  registrar.  The Company may
act in any such capacity.

     Section 1.07  Subordinated  Nature of  Debenture.  This  Debenture  and all
payments  hereon,  including  principal or interest,  shall be  subordinate  and
junior in right of payment to all  accounts  payable of the Company  incurred in
the  ordinary  course of business  and/or bank debt of the Company not to exceed
$500,000.

                                  ARTICLE II.
                                  ----------

     Section 2.01 Amendments and Waiver of Default. The Debenture may be amended
with the consent of the Holder. Without the consent of the Holder, the Debenture
may be amended to cure any ambiguity,  defect or  inconsistency,  to provide for
assumption of the Company  obligations  to the Holder or to make any change that
does not adversely affect the rights of the Holder.

                                  ARTICLE III.
                                  ------------

     Section 3.01 Events of Default.  An Event of Default is defined as follows:
(a) failure by the Company to pay amounts due hereunder within ten (10) business
days of the date of maturity of this  Debenture;  (b) failure  by the Company to
advise its transfer  agent to issue  Common Stock to the Holder  within ten (10)
business days of the Company's receipt of the attached Notice of Conversion from
Holder; (c) failure by the Company for the (10) business days after notice to it
to comply  with any of its other  agreements  in the  Debenture;  (d) events  of
bankruptcy or insolvency;  (e) a breach by the Company of its obligations  under
the  Registration  Rights  Agreement  which is not cured by the  Company  within
fifteen (15) business days after receipt of written notice  thereof.  The Holder
may not enforce the Debenture except as provided herein.

     Section 3.02 Failure to Issue  Unrestricted  Common Stock.  As indicated in
Article III  Section 3.01,  a breach by the Company of its obligations under the
Registration Rights Agreement shall be deemed an Event of Default,  which if not
cured within ten (10) days, shall entitle the Holder  accelerated full repayment
of all debentures outstanding.  The Company acknowledges that failure to honor a
Notice of Conversion shall cause hardship to the Holder.

                                  ARTICLE IV.
                                  ----------

     Section 4.01 Rights and Terms of Conversion. This Debenture, in whole or in
part, may be converted at any time following the date of closing, into shares of
Common  Stock  at a  price  equal  to  the  Conversion  Price  as  described  in
Section 1.02 above.

                                       3
<PAGE>

     Section 4.02 Re-issuance of Debenture.  When the Holder elects to convert a
part of the  Debenture,  then the Company  shall  reissue a new Debenture in the
same form as this Debenture to reflect the new principal amount.

     Section 4.03  Limitation  on Right and Power to Exercise.  Any provision in
this  Debenture  or any other  document to the contrary  not  withstanding,  the
Holder shall not have the right or power to convert this  Debenture  into Common
Stock,  either in whole or in part,  and any attempt to do so shall be void, if,
after having given  effect to such  conversion,  the Holder shall be or shall be
deemed  to be the  beneficial  owner  of ten  percent (10%)  or more of the then
outstanding Common Stock within the meaning or for the purposes of Section 13(d)
or 13(g) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), or as the term "beneficial owner" is defined in Rule 13d-3 of the Act.

     Section 4.04  Termination  of  Conversion  Rights.  The  Holder's  right to
convert the Debenture  into the Common Stock in accordance  with  paragraph 4.01
shall terminate on the date that is the five (5) year  anniversary from the date
hereof  and this  Debenture  shall be  automatically  converted  on that date in
accordance  with  the  formula  set  forth  in  Section 4.01   hereof,  and  the
appropriate shares of Common Stock and amount of interest shall be issued to the
Holder.

                                   ARTICLE V.
                                   ---------

     Section 5.01 Anti-dilution. In the event that the Company shall at any time
subdivide  the  outstanding  shares  of  Common  Stock,  or shall  issue a stock
dividend  on the  outstanding  Common  Stock,  the  Conversion  Price in  effect
immediately  prior to such subdivision or the issuance of such dividend shall be
proportionately  decreased,  and in the event that the Company shall at any time
combine the outstanding  shares of Common Stock,  the Conversion Price in effect
immediately  prior  to such  combination  shall  be  proportionately  increased,
effective at the close of business on the date of such subdivision,  dividend or
combination as the case may be.

     Section 5.02 Consent of Holder to Sell Common Stock.  So long as any of the
principal  of or  interest  on this Note  remains  unpaid and  unconverted,  the
Company  shall  not,  without  the prior  consent of the  Holder,  issue or sell
(i) any Common Stock without consideration or for a consideration per share less
than its fair market value  determined  immediately  prior to its  issuance,  or
(ii) issue or sell any warrant, option, right, contract, call, or other security
or  instrument  granting  the holder  thereof the right to acquire  Common Stock
without  consideration  or for a  consideration  per share less than such Common
Stock's fair market value determined immediately prior to its issuance.

                                  ARTICLE VI.
                                  ----------

     Section 6.01 Notice.  Notices regarding this Debenture shall be sent to the
parties at the following  addresses,  unless a party notifies the other parties,
in writing, of a change of address:

           If to the Company:                Condor Capital Inc.,.


                                             Attention:

                                       4
<PAGE>

           With a copy to:

           If to Holder:




     Section 6.02 Governing Law. This Debenture shall be deemed to be made under
and  shall be  construed  in  accordance  with the laws of the State of New York
without giving effect to the principals of conflict of laws thereof. Each of the
parties consents to the  jurisdiction of the U.S.  District Court sitting in the
Southern  District of the State of New York or the state  courts of the State of
New York sitting in Manhattan in connection  with any dispute arising under this
Debenture  and hereby  waives,  to the  maximum  extent  permitted  by law,  any
objection, including any objection based on forum non conveniens to the bringing
of any such proceeding in such jurisdictions.

     Section 6.03 Severability.  The invalidity of any of the provisions of this
Debenture shall not invalidate or otherwise  affect any of the other  provisions
of this Debenture, which shall remain in full force and effect.

     Section 6.04 Entire Agreement and Amendments. This Debenture represents the
entire  agreement  between the parties hereto with respect to the subject matter
hereof and there are no  representations,  warranties or commitments,  except as
set forth herein. This Debenture may be amended only by an instrument in writing
executed by the parties hereto.

     Section  6.05  Counterparts.  This  Debenture  may be  executed in multiple
counterparts,  each of which  shall be an  original,  but all of which  shall be
deemed to constitute on instrument.

     IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Company
as executed this Debenture as of the date first written above.

                                                  CONDOR CAPITAL INC.
                                                  By: /s/ Lee Gahr
                                                  -----------------------------
                                                  Name: Lee Gahr
                                                  Title: President/CEO


                                       5
<PAGE>

                                   EXHIBIT "A"
                                   -----------

                              NOTICE OF CONVERSION
                              --------------------

           (To be executed by the Holder in order to Convert the Note)



TO:

     The  undersigned  hereby  irrevocably  elects to convert $ of the principal
amount of the above Note into  Shares of Common  Stock of Condor  Capital  Inc.,
according to the conditions  stated  therein,  as of the Conversion Date written
below.



Conversion Date:

Applicable Conversion Price:

Signature:

Name:

Address:



                                      A-1