Exhibit 10.16
                                  -------------

                          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 NV
(the  "Company"),  and  the  undersigned  investors  (each,  an  "Investor"  and
collectively, the "Investors").

     WHEREAS:

     A. In connection with the Equity Line of Credit  Agreement by and among the
parties hereto of even date herewith (the "Credit  Agreement"),  the Company has
agreed, upon the terms and subject to the conditions of the Credit Agreement, to
issue and sell to the Investors  that number of shares of the  Company's  common
stock, par value $0.001 per share (the "Common  Stock"),  which can be purchased
pursuant to the terms of the Credit Agreement for an aggregate purchase price of
up to $10,000,000.  Capitalized  terms not defined herein shall have the meaning
ascribed to them in the Credit Agreement.

     B. To induce the Investors to execute and deliver the Credit 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.

     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  Investors
hereby agree as follows:

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

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

     a. "Investor"  means an Investor and any transferee or assignee  thereof to
whom an  Investor  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
Investors pursuant to the Credit 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.


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<PAGE>

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

     a. The Company shall keep the Registration  Statement effective pursuant to
Rule 415 at all times until the date on which the  Investor  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 Investor 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 Investor may  reasonably  request) and (iii) such other
documents as such Investor may reasonably  request from time to time in order to
facilitate the disposition of the Registrable Securities owned by such Investor.

     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
Investor 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 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


                                       3
<PAGE>

jurisdiction,  or (z) file a general  consent  to service of process in any such
jurisdiction.  The  Company  shall  promptly  notify  each  Investor  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 Investor 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  Investor.  The
Company  shall  also  promptly  notify  each  Investor  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
Investor  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 Investor 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 Investor,  the Company shall furnish to
such Investor,  on the date of the  effectiveness of the Registration  Statement
and  thereafter  from time to time on such dates as an Investor  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
Investors.


                                       4
<PAGE>

     h. The Company shall make  available for inspection by (i) any Investor and
(ii)  one  firm  of  accountants  or  other  agents  retained  by the  Investors
(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 Investor hereby agrees,  to hold in strict  confidence and
shall not make any  disclosure  (except to an  Investor) 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 Investor has  knowledge.  Each
Investor 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 an Investor 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  an  Investor  is  sought  in  or  by a  court  or
governmental body of competent  jurisdiction or through other means, give prompt
written  notice to such  Investor  and allow such  Investor,  at the  Investor'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  Investors  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 Investors may  reasonably  request and  registered in
such names as the Investors 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  ninety (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 Investors
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 Investors of Registrable  Securities
pursuant to a Registration Statement.

     4. OBLIGATIONS OF THE INVESTORS.
        ----------------------------

     Each Investor  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 Investor will  immediately  discontinue  disposition  of
Registrable  Securities pursuant to any Registration  Statement(s) covering such
Registrable  Securities  until  such  Investor'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  Investor  in
accordance with the terms of the Credit Agreement in connection with any sale of
Registrable  Securities  with  respect to which an Investor  has entered  into a
contract for sale prior to the  Investor'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 Investor 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  Investor,  the  directors,
officers, partners,  employees, agents,  representatives of, and each Person, if
any, who  controls  any Investor  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  Investors  and each such  controlling  person  promptly  as such
expenses  are  incurred  and  are  due  and  payable,  for  any  legal  fees  or


                                       7
<PAGE>

disbursements or other reasonable  expenses  incurred by them in connection with
investigating  or  defending  any such  Claim.  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  Investor  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(d); 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 Investors pursuant to Section 9.

     b. In connection  with a Registration  Statement,  each Investor  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  Investor  expressly  for use in
connection with such Registration Statement;  and, subject to Section 6(d), such
Investor 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  Investor,  which  consent  shall not be  unreasonably
withheld;  provided,  further,  however, that the Investor 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  Investor  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


                                       8
<PAGE>

Registrable  Securities by the Investors 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 Investor prior to such Investor's 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
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  Investors  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  Investors 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  Investors 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 Credit
Agreement)  and the filing of such  reports and other  documents is required for
the applicable provisions of Rule 144; and

     c.  furnish to each  Investor  so long as such  Investor  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 Investors 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
Investors to any transferee of all or any portion of Registrable  Securities if:
(i) the  Investor  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 Credit 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 Investors
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 Investor 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
transmission is mechanically or electronically generated and kept on file by the
sending  party);  or (iii) one  business  day after  deposit  with a  nationally
recognized  overnight  delivery service,  in each case properly addressed to the
party to  receive  the  same.  The  addresses  and  facsimile  numbers  for such
communications shall be:


                                       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

If to an  Investor,  to its  address  and  facsimile  number on the  Schedule of
Investors attached hereto, with copies to such Investor's representatives as set
forth on the  Schedule of Investors 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,   waiver  or  other  communication,   (B)
mechanically  or  electronically  generated  by the sender's  facsimile  machine
containing the time, date,  recipient facsimile number and an image of the first
page of such  transmission  or (C)  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 emedy,
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  Investors  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
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.


                                       12
<PAGE>

     e. This Agreement, the Credit 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,  warranties  or
undertakings, other than those set forth or referred to herein and therein. This
Agreement,  the Credit  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  Investors
pursuant to this Agreement  shall be made,  unless  otherwise  specified in this
Agreement, by Investors 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.

     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.


                                       13
<PAGE>

     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

                                              GMF HOLDINGS

                                              By:  /S/ Diego Davis
                                              --------------------------------
                                                   Name:   Diego Davis









                              SCHEDULE OF INVESTORS


                                       14
<PAGE>

                                                     Investor's Representatives'
                             Investor Address                Address and
Investor Name              and Facsimile Number            Facsimile Number
----------------     ------------------------------  ---------------------------
 GMF Holdings            131 Fredrick Street            May Davis Group, Inc.
                         Nassau, Bahamas                One World Trade Center
                                                        87th Floor
                                                        New York, NY  10048
                                                        (212) 775-8166











                                       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
Line of Credit Agreement (the "Credit  Agreement") entered into by and among the
Company and the investors named therein (collectively, the "Investors") pursuant
to which the Company  issued to the Investors  shares of its Common  Stock,  par
value $0.001 per share (the "Common Stock").  Pursuant to the Credit  Agreement,
the Company  also has entered  into a  Registration  Rights  Agreement  with the
Investors (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 Investors
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 Investors]






                                       16