Exhibit 10.15
                                 -------------

                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

     REGISTRATION RIGHTS AGREEMENT (this "Agreement"),  dated as of December 4 ,
2000, by and among Condor Capital Inc., a Nevada corporation, with its principal
office located at 3753 Howard Hughes Parkway, Suite 2012, Las Vegas, Nevada (the
"Company"),  and May Davis Group,  Inc., with its principal  office at One World
Trade Center, Suite 8735, New York, NY ("May Davis").

     WHEREAS:

     A. In connection  with the Placement  Agent  Agreement  between the parties
hereto of even date herewith (the "Placement Agent Agreement"),  the Company has
agreed to issue 300,000 shares of restricted common stock .

     B. To induce  the  Placement  Agent to enter to  execute  and  deliver  the
Placement   Agent   Agreement,   the  Company  has  agreed  to  provide  certain
registration rights under the Securities Act of 1933, as amended,  and the rules
and regulations there under, or any similar successor statute (collectively, the
"1933 Act"), and applicable state securities laws, with respect to the shares of
Common Stock.


     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby  acknowledged,  the Company and the Common Stock
Holders hereby agree as follows:

     1. DEFINITIONS.
        ------------

     As used in this  Agreement,  the  following  terms shall have the following
meanings:

     a. "Common Stock Holder" means a Common Stock Holder and any  transferee or
assignee  thereof to whom an Common Stock  Holder  assigns its rights under this
Agreement and who agrees to become bound by the  provisions of this Agreement in
accordance with Section 9.

     b.  "Person"  means  a  corporation,   a  limited  liability  company,   an
association,  a partnership,  an  organization,  a business,  an  individual,  a
governmental or political subdivision thereof or a governmental agency.

     c. "Register,"  "registered,"  and  "registration"  refer to a registration
effected by preparing and filing one or more Registration Statements (as defined
below) in  compliance  with the 1933 Act and pursuant to Rule 415 under the 1933
Act or any successor rule  providing for offering  securities on a continuous or
delayed basis ("Rule 415"),  and the declaration or ordering of effectiveness of
such  Registration  Statement(s)  by the United States  Securities  and Exchange
Commission (the "SEC").



<PAGE>

     d.  "Registrable  Securities"  means the shares of Common Stock issuable to
Common Stock Holders pursuant to the Placement Agent Agreement.

     e. "Registration  Statement" means a registration  statement under the 1933
Act which covers the Registrable Securities.

     2. REGISTRATION.
        ------------

     a. Mandatory Registration.  The Company shall prepare and file with the SEC
a  Registration  Statement  on  Form  S-3  covering  the  resale  of  all of the
Registrable  Securities.  In the event that Form S-3 is  unavailable  for such a
registration,  the Company  shall use such other form as is available for such a
registration, subject to the provisions of Section 2(d). The Company shall cause
such  Registration  Statement  to be declared  effective by the SEC prior to the
first sale to Investors  of the  Company's  Common Stock  pursuant to the Credit
Agreement.

     b.  Ineligibility for Form S-3. In the event that Form S-3 is not available
for the registration of Registrable Securities hereunder,  the Company shall (i)
register the sale of the Registrable  Securities on another appropriate form and
(ii)  undertake to register the  Registrable  Securities  on Form S-3 as soon as
such  form  is  available,   provided  that  the  Company  shall   maintain  the
effectiveness of the Registration  Statement then in effect until such time as a
Registration  Statement on Form S-3 covering the Registrable Securities has been
declared effective by the SEC.

     c.  Sufficient  Number of  Shares  Registered.  In the event the  number of
shares  available under a Registration  Statement filed pursuant to Section 2(a)
is insufficient to cover all of the Registrable  Securities which Investors have
purchased  pursuant  to the  Credit  Agreement,  the  Company  shall  amend  the
Registration  Statement, or file a new Registration Statement (on the short form
available  therefore,  if  applicable),  or  both,  so as to  cover  all of such
Registrable  Securities  which  Investors have purchased  pursuant to the Credit
Agreement as soon as  practicable,  but in any event not later than fifteen (15)
days after the necessity therefore arises. The Company shall use it best efforts
to cause such amendment and/or new Registration Statement to become effective as
soon as practicable  following the filing thereof. For purposes of the foregoing
provision,  the number of shares available under a Registration  Statement shall
be deemed  "insufficient  to cover all of the Registrable  Securities" if at any
time the number of Registrable  Securities issuable on an Advance Notice Date is
greater than the number of shares  available for resale under such  Registration
Statement.


                                       2
<PAGE>

     3. RELATED OBLIGATIONS.
        -------------------

     a. The Company shall keep the Registration  Statement  effective during the
term of the Common  Stock  pursuant  to Rule 415 at all times  until the date on
which the Common  Stock Holder  shall have sold all the  Registrable  Securities
covered  by such  Registration  Statement  (the  "Registration  Period"),  which
Registration  Statement  (including any  amendments or  supplements  thereto and
prospectuses  contained  therein)  shall not contain any untrue  statement  of a
material fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading.

     b.  The  Company  shall  prepare  and file  with  the SEC  such  amendments
(including   post-effective   amendments)  and  supplements  to  a  Registration
Statement  and  the  prospectus  used  in  connection  with  such   Registration
Statement,  which  prospectus  is to be filed  pursuant to Rule 424  promulgated
under the 1933 Act,  as may be  necessary  to keep such  Registration  Statement
effective at all times during the Registration  Period, and, during such period,
comply with the  provisions of the 1933 Act with respect to the  disposition  of
all Registrable Securities of the Company covered by such Registration Statement
until such time as all of such  Registrable  Securities shall have been disposed
of in  accordance  with the  intended  methods of  disposition  by the seller or
sellers  thereof  as set forth in such  Registration  Statement.  In the case of
amendments and supplements to a Registration  Statement which are required to be
filed  pursuant to this Agreement  (including  pursuant to this Section 3(b)) by
reason of the Company's  filing a report on Form 10-K,  Form 10-Q or Form 8-K or
any analogous report under the Securities  Exchange Act of 1934, as amended (the
"1934 Act"), the Company shall have  incorporated  such report by reference into
the  Registration  Statement,  if applicable,  or shall file such  amendments or
supplements  with the SEC on the same day on which the 1934 Act  report is filed
which  created  the  requirement  for the  Company  to amend or  supplement  the
Registration Statement.

     c. The Company shall furnish to each Common Stock Holder whose  Registrable
Securities are included in any Registration  Statement,  without charge,  (i) at
least one copy of such Registration  Statement as declared  effective by the SEC
and any amendment(s) thereto,  including financial statements and schedules, all
documents  incorporated therein by reference,  all exhibits and each preliminary
prospectus,  (ii) ten (10)  copies  of the  final  prospectus  included  in such
Registration Statement and all amendments and supplements thereto (or such other
number of copies as such Common Stock Holder may  reasonably  request) and (iii)
such other  documents as such Common Stock  Holder may  reasonably  request from
time  to  time  in  order  to  facilitate  the  disposition  of the  Registrable
Securities owned by such Common Stock Holder.

     d. The Company  shall use its best  efforts to (i) register and qualify the
Registrable  Securities  covered by a  Registration  Statement  under such other
securities or "blue sky" laws of such  jurisdictions in the United States as any
Common  Stock  Holder  reasonably  requests,  (ii)  prepare  and  file in  those
jurisdictions,   such  amendments  (including  post-effective   amendments)  and
supplements  to such  registrations  and  qualifications  as may be necessary to
maintain the effectiveness  thereof during the Registration  Period,  (iii) take
such other  actions as may be  necessary  to  maintain  such  registrations  and


                                       3
<PAGE>

qualifications in effect at all times during the Registration  Period,  and (iv)
take all  other  actions  reasonably  necessary  or  advisable  to  qualify  the
Registrable Securities for sale in such jurisdictions;  provided,  however, that
the  Company  shall not be required in  connection  therewith  or as a condition
thereto to (w) make any change to its certificate of  incorporation  or by-laws,
(x) qualify to do business in any  jurisdiction  where it would not otherwise be
required to qualify but for this  Section  3(d),  (y) subject  itself to general
taxation in any such  jurisdiction,  or (z) file a general consent to service of
process in any such jurisdiction.  The Company shall promptly notify each Common
Stock Holder who holds  Registrable  Securities of the receipt by the Company of
any  notification  with  respect  to  the  suspension  of  the  registration  or
qualification of any of the Registrable Securities for sale under the securities
or "blue sky" laws of any  jurisdiction  in the United  States or its receipt of
actual notice of the initiation or threat of any proceeding for such purpose.

     e. As  promptly  as  practicable  after  becoming  aware  of such  event or
development, the Company shall notify each Common Stock Holder in writing of the
happening  of any  event  as a result  of which  the  prospectus  included  in a
Registration  Statement,  as then in effect,  includes an untrue  statement of a
material fact or omission to state a 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  (provided  that in no event  shall such
notice  contain any material,  nonpublic  information),  and promptly  prepare a
supplement  or amendment to such  Registration  Statement to correct such untrue
statement  or  omission,  and  deliver  ten (10)  copies of such  supplement  or
amendment to each Common Stock Holder.  The Company  shall also promptly  notify
each Common  Stock  Holder in writing (i) when a  prospectus  or any  prospectus
supplement or  post-effective  amendment has been filed, and when a Registration
Statement or any post-effective  amendment has become effective (notification of
such  effectiveness  shall be delivered to each Common Stock Holder by facsimile
on the  same  day of such  effectiveness),  (ii) of any  request  by the SEC for
amendments or supplements to a Registration  Statement or related  prospectus or
related information,  and (iii) of the Company's reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate.

     f. The Company  shall use its best  efforts to prevent the  issuance of any
stop order or other suspension of effectiveness of a Registration  Statement, or
the suspension of the  qualification  of any of the  Registrable  Securities for
sale in any  jurisdiction  within the United  States of America  and, if such an
order or  suspension  is  issued,  to obtain  the  withdrawal  of such  order or
suspension  at the  earliest  possible  moment and to notify each  Common  Stock
Holder who holds Registrable Securities being sold of the issuance of such order
and the resolution  thereof or its receipt of actual notice of the initiation or
threat of any proceeding for such purpose.

     g. At the reasonable  request of any Common Stock Holder, the Company shall
furnish to such Common Stock  Holder,  on the date of the  effectiveness  of the
Registration  Statement  and  thereafter  from time to time on such  dates as an
Common Stock Holder may reasonably  request (i) a letter,  dated such date, from
the Company's  independent certified public accountants in form and substance as
is customarily given by independent certified public accountants to underwriters
in an underwritten public offering,  and (ii) an opinion, dated as of such date,
of counsel representing the Company for purposes of such Registration Statement,
in form, scope and substance as is customarily  given in an underwritten  public
offering, addressed to the Common Stock Holders.


                                       4
<PAGE>

     h. The Company shall make  available for inspection by (i) any Common Stock
Holder and (ii) one firm of accountants  or other agents  retained by the Common
Stock Holders (collectively, the "Inspectors") all pertinent financial and other
records,  and  pertinent  corporate  documents  and  properties  of the  Company
(collectively,  the "Records"),  as shall be reasonably deemed necessary by each
Inspector,  and cause the Company's officers,  directors and employees to supply
all information which any Inspector may reasonably request;  provided,  however,
that each Inspector shall agree, and each Common Stock Holder hereby agrees,  to
hold in strict confidence and shall not make any disclosure (except to an Common
Stock  Holder)  or use of any  Record or other  information  which  the  Company
determines  in good faith to be  confidential,  and of which  determination  the
Inspectors  are so  notified,  unless  (a) the  disclosure  of such  Records  is
necessary  to avoid or correct a  misstatement  or omission in any  Registration
Statement or is otherwise  required  under the 1933 Act, (b) the release of such
Records is ordered pursuant to a final,  non-appealable subpoena or order from a
court or government  body of competent  jurisdiction,  or (c) the information in
such  Records  has been made  generally  available  to the public  other than by
disclosure  in violation of this or any other  agreement of which the  Inspector
and the Common Stock Holder has knowledge.  Each Common Stock Holder agrees that
it shall,  upon  learning  that  disclosure of such Records is sought in or by a
court or  governmental  body of competent  jurisdiction  or through other means,
give prompt  notice to the Company and allow the  Company,  at its  expense,  to
undertake appropriate action to prevent disclosure of, or to obtain a protective
order for, the Records deemed confidential.

     i. The Company  shall hold in  confidence  and not make any  disclosure  of
information  concerning a Common Stock Holder provided to the Company unless (i)
disclosure  of such  information  is  necessary  to comply with federal or state
securities  laws, (ii) the disclosure of such  information is necessary to avoid
or correct a misstatement or omission in any Registration  Statement,  (iii) the
release of such  information  is ordered  pursuant to a subpoena or other final,
non-appealable   order  from  a  court  or   governmental   body  of   competent
jurisdiction,  or (iv) such information has been made generally available to the
public other than by  disclosure  in  violation  of this  Agreement or any other
agreement.  The Company agrees that it shall,  upon learning that  disclosure of
such information  concerning a Common Stock Holder is sought in or by a court or
governmental body of competent  jurisdiction or through other means, give prompt
written  notice to such Common Stock Holder and allow such Common Stock  Holder,
at the Common Stock Holder's expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order for, such information.

     j.  The  Company  shall  use its  best  efforts  either  to  cause  all the
Registrable  Securities covered by a Registration  Statement (i) to be listed on
each securities  exchange on which securities of the same class or series issued
by the Company  are then  listed,  if any,  if the  listing of such  Registrable
Securities  is then  permitted  under the rules of such  exchange or (ii) secure
designation  and  quotation  of all the  Registrable  Securities  covered by the
Registration  Statement  on the Nasdaq  National  Market or The Nasdaq  SmallCap
Market or, if,  despite the  Company's  best  efforts to satisfy  the  preceding
clause (i) or (ii),  the Company is  unsuccessful  in  satisfying  the preceding
clause (i) or (ii),  to secure  the  inclusion  for  quotation  on the  National
Association of Securities Dealers,  Inc. OTC Bulletin Board for such Registrable
Securities.  The  Company  shall pay all fees and  expenses in  connection  with
satisfying its obligation under this Section 3(j).


                                       5
<PAGE>

     k. The  Company  shall  cooperate  with the Common  Stock  Holders who hold
Registrable  Securities  being  offered  and,  to  the  extent  applicable,   to
facilitate the timely  preparation and delivery of certificates (not bearing any
restrictive  legend)  representing  the  Registrable  Securities  to be  offered
pursuant to a Registration  Statement and enable such certificates to be in such
denominations  or amounts,  as the case may be, as the Common Stock  Holders may
reasonably  request and registered in such names as the Common Stock Holders may
request.

     l.  The  Company  shall  use its best  efforts  to  cause  the  Registrable
Securities  covered by the  applicable  Registration  Statement to be registered
with or approved by such other  governmental  agencies or  authorities as may be
necessary to consummate the disposition of such Registrable Securities.

     m. The Company shall make  generally  available to its security  holders as
soon as  practical,  but not later  than 90 days  after the close of the  period
covered thereby, an earnings statement (in form complying with the provisions of
Rule 158 under the 1933 Act) covering a twelve-month  period beginning not later
than the first day of the Company's  fiscal quarter next following the effective
date of the Registration Statement.

     n. The  Company  shall  otherwise  use its best  efforts to comply with all
applicable  rules and regulations of the SEC in connection with any registration
hereunder.

     o. Within two (2) business days after a Registration Statement which covers
Registrable  Securities  is ordered  effective  by the SEC,  the  Company  shall
deliver,  and shall  cause legal  counsel  for the  Company to  deliver,  to the
transfer agent for such Registrable  Securities (with copies to the Common Stock
Holders  whose   Registrable   Securities  are  included  in  such  Registration
Statement)  confirmation  that such  Registration  Statement  has been  declared
effective by the SEC in the form attached hereto as Exhibit A.

     p. The  Company  shall  take all  other  reasonable  actions  necessary  to
expedite and  facilitate  disposition by the Common Stock Holders of Registrable
Securities pursuant to a Registration Statement.

     4. OBLIGATIONS OF THE COMMON STOCK HOLDERS.
        ---------------------------------------

     Each Common Stock Holder  agrees that,  upon receipt of any notice from the
Company of the  happening of any event of the kind  described in Section 3(f) or
the  first  sentence  of  3(e),  such  Common  Stock  Holder  will   immediately
discontinue  disposition of Registrable  Securities pursuant to any Registration
Statement(s)  covering  such  Registrable  Securities  until such  Common  Stock
Holder's  receipt  of the  copies  of the  supplemented  or  amended  prospectus
contemplated  by  Section  3(e) or  receipt  of  notice  that no  supplement  or
amendment is required.  Notwithstanding  anything to the  contrary,  the Company
shall cause its transfer agent to deliver unlegended  certificates for shares of
Common Stock to a transferee  of an Common Stock Holder in  accordance  with the
terms of the  Placement  Agreement in  connection  with any sale of  Registrable
Securities  with  respect to which an Common  Stock  Holder has  entered  into a
contract  for sale prior to the Common Stock  Holder's  receipt of a notice from
the Company of the happening of any event of the kind  described in Section 3(f)
or the first  sentence of 3(e) and for which the Common Stock Holder has not yet
settled.


                                       6
<PAGE>

     5. EXPENSES OF REGISTRATION.
        ------------------------

     All  expenses  incurred  in  connection  with  registrations,   filings  or
qualifications pursuant to Sections 2 and 3, including,  without limitation, all
registration,  listing and qualifications fees,  printers,  legal and accounting
fees shall be paid by the Company.

     6. INDEMNIFICATION.
        ---------------

     With respect to Registrable Securities which are included in a Registration
Statement under this Agreement:

     a. To the fullest  extent  permitted by law, the Company  will,  and hereby
does,  indemnify,  hold  harmless  and defend  each  Common  Stock  Holder,  the
directors,  officers, partners, employees, agents,  representatives of, and each
Person,  if any, who controls any Common Stock Holder  within the meaning of the
1933 Act or the 1934 Act (each,  an "Indemnified  Person"),  against any losses,
claims,  damages,  liabilities,  judgments,  fines,  penalties,  charges, costs,
reasonable  attorneys'  fees,  amounts paid in settlement or expenses,  joint or
several  (collectively,   "Claims")  incurred  in  investigating,  preparing  or
defending any action, claim, suit, inquiry, proceeding,  investigation or appeal
taken from the foregoing by or before any court or governmental,  administrative
or other  regulatory  agency,  body or the SEC,  whether  pending or threatened,
whether or not an indemnified  party is or may be a party thereto  ("Indemnified
Damages"),  to which any of them may become  subject  insofar as such Claims (or
actions or proceedings,  whether  commenced or threatened,  in respect  thereof)
arise out of or are based  upon:  (i) any untrue  statement  or  alleged  untrue
statement of a material fact in a Registration  Statement or any  post-effective
amendment  thereto or in any filing made in connection with the qualification of
the offering under the  securities or other "blue sky" laws of any  jurisdiction
in which Registrable Securities are offered ("Blue Sky Filing"), or the omission
or alleged  omission to state a material fact  required to be stated  therein or
necessary  to make the  statements  therein  not  misleading;  (ii)  any  untrue
statement or alleged untrue  statement of a material fact contained in any final
prospectus  (as  amended or  supplemented,  if the Company  files any  amendment
thereof or supplement  thereto with the SEC) or the omission or alleged omission
to state  therein  any  material  fact  necessary  to make the  statements  made
therein,  in light of the circumstances  under which the statements therein were
made, not misleading; or (iii) any violation or alleged violation by the Company
of the 1933 Act, the 1934 Act, any other law, including, without limitation, any
state  securities  law, or any rule or  regulation  there under  relating to the
offer or sale of the Registrable Securities pursuant to a Registration Statement
(the matters in the  foregoing  clauses (i) through  (iii) being,  collectively,
"Violations").  The Company  shall  reimburse  the Common Stock Holders and each
such  controlling  person promptly as such expenses are incurred and are due and
payable,  for any  legal  fees or  disbursements  or other  reasonable  expenses
incurred by them in connection with  investigating  or defending any such Claim.


                                       7
<PAGE>

Notwithstanding  anything to the contrary contained herein, the  indemnification
agreement  contained in this Section 6(a):  (x) shall not apply to a Claim by an
Indemnified  Person  arising  out of or based upon a Violation  which  occurs in
reliance upon and in  conformity  with  information  furnished in writing to the
Company by such  Indemnified  Person  expressly for use in  connection  with the
preparation  of the  Registration  Statement  or any such  amendment  thereof or
supplement thereto; (y) shall not be available to the extent such Claim is based
on a failure of the Common Stock  Holders to deliver or to cause to be delivered
the prospectus made available by the Company, if such prospectus was timely made
available by the Company  pursuant to Section  3(e);  and (z) shall not apply to
amounts paid in settlement of any Claim if such  settlement is effected  without
the  prior  written  consent  of  the  Company,   which  consent  shall  not  be
unreasonably  withheld.  Such  indemnity  shall  remain in full force and effect
regardless of any investigation  made by or on behalf of the Indemnified  Person
and shall survive the transfer of the Registrable Securities by the Common Stock
Holders pursuant to Section 9.

     b. In connection with a Registration  Statement,  each Common Stock Holders
agrees to severally and not jointly indemnify,  hold harmless and defend, to the
same extent and in the same manner as is set forth in Section 6(a), the Company,
each of its directors, each of its officers who signs the Registration Statement
and each Person, if any, who controls the Company within the meaning of the 1933
Act or the  1934  Act  (each  an  "Indemnified  Party"),  against  any  Claim or
Indemnified Damages to which any of them may become subject, under the 1933 Act,
the 1934 Act or otherwise,  insofar as such Claim or  Indemnified  Damages arise
out of or is based upon any Violation,  in each case to the extent,  and only to
the extent,  that such Violation  occurs in reliance upon and in conformity with
written  information  furnished  to the  Company by such  Common  Stock  Holders
expressly for use in connection with such Registration  Statement;  and, subject
to Section  6(d),  such Common Stock  Holders will  reimburse any legal or other
expenses  reasonably  incurred  by  them in  connection  with  investigating  or
defending  any such  Claim;  provided,  however,  that the  indemnity  agreement
contained in this Section 6(b) and the  agreement  with respect to  contribution
contained  in Section 7 shall not apply to  amounts  paid in  settlement  of any
Claim if such  settlement is effected  without the prior written consent of such
Common  Stock  Holders,  which  consent  shall  not  be  unreasonably  withheld;
provided,  further, however, that the Common Stock Holders shall be liable under
this Section 6(b) for only that amount of a Claim or Indemnified Damages as does
not exceed the net proceeds to such Common Stock Holders as a result of the sale
of  Registrable  Securities  pursuant  to  such  Registration  Statement.   Such
indemnity shall remain in full force and effect  regardless of any investigation
made by or on behalf of such Indemnified Party and shall survive the transfer of
the  Registrable  Securities by the Common Stock Holders  pursuant to Section 9.
Notwithstanding  anything to the contrary contained herein, the  indemnification
agreement  contained in this Section 6(b) with respect to any  prospectus  shall
not inure to the benefit of any  Indemnified  Party if the untrue  statement  or
omission of material fact contained in the prospectus was corrected and such new
prospectus was delivered to each Common Stock Holders prior to such Common Stock
Holders' use of the prospectus to which the Claim relates.

     c. Promptly  after receipt by an Indemnified  Person or  Indemnified  Party
under this Section 6 of notice of the  commencement  of any action or proceeding
(including  any  governmental  action or  proceeding)  involving  a Claim,  such
Indemnified  Person or Indemnified Party shall, if a Claim in respect thereof is
to be made against any  indemnifying  party under this Section 6, deliver to the
indemnifying  party  a  written  notice  of the  commencement  thereof,  and the
indemnifying  party shall have the right to  participate  in, and, to the extent


                                       8
<PAGE>

the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,  to assume  control  of the  defense  thereof  with  counsel
mutually  satisfactory to the indemnifying  party and the Indemnified  Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person or Indemnified  Party shall have the right to retain its own
counsel  with the fees  and  expenses  of not  more  than one  counsel  for such
Indemnified  Person or Indemnified  Party to be paid by the indemnifying  party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the
representation  by such counsel of the Indemnified  Person or Indemnified  Party
and the  indemnifying  party would be  inappropriate  due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other party  represented by such counsel in such  proceeding.  In the case of an
Indemnified  Person,  legal  counsel  referred to in the  immediately  preceding
sentence  shall be selected by the Common  Stock  Holders  holding a majority in
interest of the Registrable Securities included in the Registration Statement to
which the Claim  relates.  The  Indemnified  Party or  Indemnified  Person shall
cooperate fully with the  indemnifying  party in connection with any negotiation
or  defense  of any such  action  or claim by the  indemnifying  party and shall
furnish to the indemnifying  party all information  reasonably  available to the
Indemnified  Party or Indemnified  Person which relates to such action or claim.
The indemnifying  party shall keep the Indemnified  Party or Indemnified  Person
fully  apprised at all times as to the status of the  defense or any  settlement
negotiations with respect thereto. No indemnifying party shall be liable for any
settlement of any action, claim or proceeding effected without its prior written
consent,  provided,  however, that the indemnifying party shall not unreasonably
withhold,  delay or condition its consent. No indemnifying party shall,  without
the prior  written  consent  of the  Indemnified  Party or  Indemnified  Person,
consent  to  entry  of any  judgment  or  enter  into  any  settlement  or other
compromise which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified  Party or Indemnified  Person of a
release  from all  liability in respect to such claim or  litigation.  Following
indemnification  as provided  for  hereunder,  the  indemnifying  party shall be
subrogated to all rights of the  Indemnified  Party or  Indemnified  Person with
respect to all third parties,  firms or corporations  relating to the matter for
which  indemnification  has been made. The failure to deliver  written notice to
the indemnifying  party within a reasonable time of the commencement of any such
action  shall  not  relieve  such  indemnifying  party of any  liability  to the
Indemnified  Person or  Indemnified  Party  under this  Section 6, except to the
extent that the  indemnifying  party is prejudiced in its ability to defend such
action.

     d. The indemnification required by this Section 6 shall be made by periodic
payments  of the  amount  thereof  during  the  course of the  investigation  or
defense, as and when bills are received or Indemnified Damages are incurred.

     e. The indemnity  agreements  contained  herein shall be in addition to (i)
any cause of action or similar  right of the  Indemnified  Party or  Indemnified
Person against the  indemnifying  party or others,  and (ii) any liabilities the
indemnifying party may be subject to pursuant to the law.


                                       9
<PAGE>

     7. CONTRIBUTION.
        ------------

     To the extent any indemnification by an indemnifying party is prohibited or
limited by law, the indemnifying  party agrees to make the maximum  contribution
with respect to any amounts for which it would otherwise be liable under Section
6 to the fullest extent permitted by law; provided, however, that: (i) no seller
of Registrable  Securities  guilty of fraudulent  misrepresentation  (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any  seller  of  Registrable   Securities  who  was  not  guilty  of  fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities
shall be limited in amount to the net amount of proceeds received by such seller
from the sale of such Registrable Securities.

     8. REPORTS UNDER THE 1934 ACT.
        --------------------------

     With a view to making available to the Common Stock Holders the benefits of
Rule 144 promulgated under the 1933 Act or any similar rule or regulation of the
SEC that may at any time permit the Common Stock  Holders to sell  securities of
the Company to the public without  registration  ("Rule 144") the Company agrees
to:

     a.  make  and  keep  public  information  available,  as  those  terms  are
understood and defined in Rule 144;

     b. file with the SEC in a timely  manner all  reports  and other  documents
required  of the  Company  under  the  1933  Act and the 1934 Act so long as the
Company remains subject to such  requirements  (it being understood that nothing
herein shall limit the Company's obligations under Section 4(c) of the Placement
Agreement)  and the filing of such  reports and other  documents is required for
the applicable provisions of Rule 144; and

     c.  furnish to each Common Stock Holder so long as such Common Stock Holder
owns Registrable  Securities,  promptly upon request, (i) a written statement by
the Company that it has complied  with the reporting  requirements  of Rule 144,
the  1933  Act and the  1934  Act,  (ii) a copy of the  most  recent  annual  or
quarterly report of the Company and such other reports and documents so filed by
the Company,  and (iii) such other information as may be reasonably requested to
permit the Common  Stock  Holders to sell such  securities  pursuant to Rule 144
without registration.


                                       10
<PAGE>

     9. ASSIGNMENT OF REGISTRATION RIGHTS.
        ---------------------------------

     The rights under this Agreement  shall be  automatically  assignable by the
Common  Stock  Holders to any  transferee  of all or any portion of  Registrable
Securities if: (i) the Common Stock Holder agrees in writing with the transferee
or assignee to assign such rights,  and a copy of such agreement is furnished to
the Company within a reasonable time after such assignment; (ii) the Company is,
within a  reasonable  time after such  transfer or  assignment,  furnished  with
written notice of (a) the name and address of such  transferee or assignee,  and
(b) the  securities  with  respect to which such  registration  rights are being
transferred  or assigned;  (iii) at or before the time the Company  receives the
written  notice  contemplated  by clause (ii) of this sentence the transferee or
assignee agrees in writing with the Company to be bound by all of the provisions
contained herein; and (iv) such transfer shall have been made in accordance with
the applicable requirements of the Placement Agent Agreement.

     10. AMENDMENT OF REGISTRATION RIGHTS.
         --------------------------------

     Provisions of this Agreement may be amended and the observance  thereof may
be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and Common Stock
Holders who then hold at least two-thirds  (2/3) of the Registrable  Securities.
Any  amendment or waiver  effected in  accordance  with this Section 10 shall be
binding upon each Common Stock Holders and the Company.  No such amendment shall
be  effective  to the extent that it applies to fewer than all of the holders of
the Registrable  Securities.  No  consideration  shall be offered or paid to any
Person to amend or consent to a waiver or  modification  of any provision of any
of this Agreement  unless the same  consideration  also is offered to all of the
parties to this Agreement.

     11. MISCELLANEOUS.
         -------------

     a. A Person is deemed to be a holder  of  Registrable  Securities  whenever
such Person owns or is deemed to own of record such Registrable  Securities.  If
the Company receives conflicting instructions,  notices or elections from two or
more Persons with respect to the same Registrable Securities,  the Company shall
act upon  the  basis of  instructions,  notice  or  election  received  from the
registered owner of such Registrable Securities.

     b. Any  notices,  consents,  waivers or other  communications  required  or
permitted to be given under the terms of this  Agreement  must be in writing and
will be  deemed  to have  been  delivered:  (i)  upon  receipt,  when  delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
receipt is  received  by the  sending  party;  or (iii) one  business  day after
deposit with a nationally  recognized  overnight delivery service,  in each case
properly addressed to the party to receive the same. The addresses and facsimile
numbers for such communications shall be:


                                       11
<PAGE>

                  If to the Company:

                           CONDOR CAPITAL INC.
                           3753 Howard Hughes Parkway
                           Suite 2012
                           Las Vegas, Nevada

                           Telephone:         (604) 974-0225
                           Facsimile:         (604) 925- 2502

                           Attention:       Lee Gahr and Les Hammond

         with Copy to:
                           George G. Chachas, Esq.
                           Wenthur & Chachas
                           4180 La Jolla Village Drive
                           Suite 500
                           La Jolla, CA  92037
                           Telephone: (858) 457-3800
                           Facsimile: (858) 457-3691

If to a Common Stock Holder, to its address and facsimile number on the Schedule
of Common  Stock  Holders  attached  hereto,  with copies to such  Common  Stock
Holder's representatives as set forth on the Schedule of Common Stock Holders or
to such other address  and/or  facsimile  number and/or to the attention of such
other person as the  recipient  party has  specified by written  notice given to
each other party five days prior to the  effectiveness  of such change.  Written
confirmation  of receipt (A) given by the  recipient  of such  notice,  consent,
facsimile waiver or other communication,  (B) provided by a courier or overnight
courier  service shall be rebuttable  evidence of personal  service,  receipt by
facsimile or receipt from a nationally  recognized overnight delivery service in
accordance with clause (i), (ii) or (iii) above, respectively.

     c.  Failure  of any  party to  exercise  any  right or  remedy  under  this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

     d. The  corporate  laws of the  State of Nevada  shall  govern  all  issues
concerning  the relative  rights of the Company and the Common Stock  Holders as
its stockholders.  All other questions  concerning the  construction,  validity,
enforcement  and  interpretation  of this  Agreement  shall be  governed  by the
internal laws of the State of New York,  without  giving effect to any choice of
law or conflict of law  provision  or rule  (whether of the State of New York or
any other  jurisdiction)  that would  cause the  application  of the laws of any
jurisdiction  other than the State of New York.  Each party  hereby  irrevocably
submits  to the  non-exclusive  jurisdiction  of the  state and  federal  courts
sitting in the City of New York,  Borough of Manhattan,  for the adjudication of


                                       12
<PAGE>

any  dispute  hereunder  or in  connection  herewith  or  with  any  transaction
contemplated  hereby or discussed herein,  and hereby  irrevocably  waives,  and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or  proceeding  is  brought in an  inconvenient  forum or that the venue of such
suit,  action or proceeding is improper.  Each party hereby  irrevocably  waives
personal  service of process and  consents to process  being  served in any such
suit,  action or  proceeding  by  mailing a copy  thereof  to such  party at the
address for such notices to it under this Agreement and agrees that such service
shall  constitute  good and  sufficient  service of process and notice  thereof.
Nothing  contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. If any provision of this Agreement shall
be  invalid  or   unenforceable   in  any   jurisdiction,   such  invalidity  or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder  of  this   Agreement  in  that   jurisdiction   or  the  validity  or
enforceability  of any  provision of this  Agreement in any other  jurisdiction.
EACH PARTY HEREBY  IRREVOCABLY  WAIVES ANY RIGHT IT MAY HAVE,  AND AGREES NOT TO
REQUEST,  A JURY  TRIAL FOR THE  ADJUDICATION  OF ANY  DISPUTE  HEREUNDER  OR IN
CONNECTION  HEREWITH  OR  ARISING  OUT OF  THIS  AGREEMENT  OR  ANY  TRANSACTION
CONTEMPLATED HEREBY.

     e. This Agreement,  the Placement Agent Agreement and the Escrow  Agreement
constitute  the entire  agreement  among the parties  hereto with respect to the
subject matter hereof and thereof. There are no restrictions,  promises,  Common
Stocks or  undertakings,  other than those set forth or  referred  to herein and
therein. This Agreement,  the Placement Agent Agreement and the Escrow Agreement
supersede all prior agreements and understandings  among the parties hereto with
respect to the subject matter hereof and thereof.

     f. Subject to the  requirements of Section 9, this Agreement shall inure to
the benefit of and be binding upon the permitted  successors and assigns of each
of the parties hereto.

     g. The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.

     h. This Agreement may be executed in identical counterparts,  each of which
shall be deemed an original but all of which shall  constitute  one and the same
agreement.  This  Agreement,  once executed by a party,  may be delivered to the
other party hereto by facsimile transmission of a copy of this Agreement bearing
the signature of the party so delivering this Agreement.

     i. Each party shall do and perform, or cause to be done and performed,  all
such  further  acts and  things,  and shall  execute  and deliver all such other
agreements,  certificates,  instruments  and  documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.

     j. All  consents  and other  determinations  to be made by the Common Stock
Holders pursuant to this Agreement shall be made, unless otherwise  specified in
this  Agreement,  by Common Stock Holders  holding a majority of the Registrable
Securities.

     k. The language  used in this  Agreement  will be deemed to be the language
chosen by the  parties to  express  their  mutual  intent and no rules of strict
construction will be applied against any party.


                                       13
<PAGE>

     l. This  Agreement  is intended  for the benefit of the parties  hereto and
their respective  permitted  successors and assigns,  and is not for the benefit
of, nor may any provision hereof be enforced by, any other Person.


     IN WITNESS  WHEREOF,  the  parties  have caused  this  Registration  Rights
Agreement to be duly executed as of day and year first above written.


                                             CONDOR CAPITAL INC.

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


                                             MAY DAVIS GROUP, INC.

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






                                       14
<PAGE>


                        SCHEDULE OF COMMON STOCK HOLDERS
                        --------------------------------
                                                          Common Stock Holder's
                                Common Stock                Representatives'
                               Holder Address                  Address and
Common Stock Holder Name    and Facsimile Number            Facsimile Number
-------------------------  ------------------------    -----------------------
The May Davis Group, Inc.
Mark A. Angelo             One World Trade Center      One World Trade Center
Joseph Donahue             87th Floor                  87th Floor
Robert Farrell             New York, NY  10048         New York, NY  10048
Hunter Singer              Facsimile : (212) 774-8166  Facsimile: (212) 774-8166
Matthew Beckman











                                       15
<PAGE>

                                                                   EXHIBIT A
                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT


[TRANSFER AGENT]
Attn:
     -------------------------------

                  Re:      CONDOR CAPITAL INC.
                           --------------------

Ladies and Gentlemen:

         We are  counsel  to Condor  Capital  Inc.,  a Nevada  corporation  (the
"Company"),  and have  represented  the Company in connection  with that certain
Placement Agency Agreement (the "Placement Agent Agreement") entered into by and
among the Company and the Common Stock Holders named therein (collectively,  the
"Common Stock Holders") pursuant to which the Company issued to the Common Stock
Holders  shares of its Common  Stock,  par value  $0.001 per share (the  "Common
Stock") upon  conversion of the Common Stocks.  Pursuant to the Placement  Agent
Agreement,  the Company also has entered into a  Registration  Rights  Agreement
with the Common Stock Holders (the "Registration  Rights Agreement") pursuant to
which the Company  agreed,  among other  things,  to  register  the  Registrable
Securities  (as  defined  in  the  Registration   Rights  Agreement)  under  the
Securities  Act of 1933,  as amended (the "1933 Act").  In  connection  with the
Company's  obligations under the Registration Rights Agreement,  on ____________
____,  the Company filed a  Registration  Statement on Form  ________  (File No.
333-_____________)  (the  "Registration  Statement")  with  the  Securities  and
Exchange  Commission (the "SEC") relating to the  Registrable  Securities  which
names each of the Common Stock Holders as a selling stockholder there under.

         In connection  with the  foregoing,  we advise you that a member of the
SEC's  staff has  advised  us by  telephone  that the SEC has  entered  an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME
OF  EFFECTIVENESS]  on [ENTER DATE OF  EFFECTIVENESS]  and we have no knowledge,
after  telephonic  inquiry of a member of the SEC's  staff,  that any stop order
suspending its  effectiveness  has been issued or that any  proceedings for that
purpose  are  pending  before,  or  threatened  by, the SEC and the  Registrable
Securities  are  available  for  resale  under  the  1933  Act  pursuant  to the
Registration Statement.

                                                     Very truly yours,

                                                     [ISSUER'S COUNSEL]


                                                     By:
                                                        --------------------
cc:      [LIST NAMES OF Common Stock Holders]




                                       16