EXHIBIT 10.2
                          REGISTRATION RIGHTS AGREEMENT

      THIS REGISTRATION RIGHTS AGREEMENT  (the "Agreement") is  entered  into as
of October 28, 2005, by and between  El Capitan Precious Metals, Inc., a  Nevada
corporation (the "Company"), and  Whitebox Intermarket Partners, L.P., a British
Virgin Islands limited partnership ("WIP" or the "Investor").

                                R E C I T A L S :

      WHEREAS,  the Company has entered  into that certain  Purchase  Agreement,
dated as of the date  hereof (the  "Purchase  Agreement")  with WIP  pursuant to
which the  Company  has  agreed  to issue and sell to WIP a secured  convertible
promissory note (the "Note") and a warrant (the "Warrant") to purchase shares of
the Company's Common Stock, $0.001 par value per share (the "Common Stock");

      WHEREAS, as part of the Purchase Agreement, the Company has granted to WIP
and its  affiliates  an option to purchase  an  additional  secured  convertible
promissory  note  in the  aggregate  principal  amount  of up to  $550,000  (the
"Additional Note") and an additional warrant to purchase up to 366,667 shares of
Common Stock (the "Additional Warrant");

      WHEREAS,  the execution of this Agreement is a condition  precedent to the
obligation of WIP to perform its obligations under the Purchase Agreement.

      NOW,  THEREFORE,  in  consideration  of the  foregoing  and of the  mutual
promises  and  covenants  contained  herein,  and for  other  good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties, intending to be legally bound, hereby agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

      As used herein,  the following  terms shall have the following  respective
meanings:

      1.1 "Commission" shall mean the U.S. Securities and Exchange Commission or
any other successor federal agency at the time administering the Securities Act.

      1.2 "Common Stock" shall mean the Company's common stock, $0.001 par value
per share.

      1.3 "Exchange  Act" shall mean the Securities and Exchange Act of 1934, as
amended,  or any similar  federal  statute and the rules and  regulations of the
Commission thereunder, all as the same shall be in effect at the time.

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      1.4 "Holders"  shall mean and include the Investor,  beneficial  owners of
the Additional  Note and Additional  Warrant and any transferee  thereof to whom
the  registration  rights  conferred by this Agreement have been  transferred in
accordance with Article 8 hereof.

      1.5 "Register,"  "registered" and  "registration"  refer to a registration
effected by preparing and filing with the Commission a registration statement in
compliance  with the  Securities  Act,  and the  declaration  or ordering by the
Commission of the effectiveness of such registration statement.

      1.6 "Registrable  Securities"  means (i) all shares of Common Stock issued
or issuable upon  conversion of the Note or the Additional  Note or upon payment
on the Note or  Additional  Note;  (ii) all  shares  of Common  stock  issued or
issuable upon exercise of the Warrant or the Additional  Warrant;  and (iii) any
and all shares of Common Stock  issuable upon any stock split,  stock  dividend,
recapitalization, reclassification, merger, consolidation or other similar event
with respect to the Common Stock issued or issuable  pursuant to subsections (i)
or (ii) of this Section 1.6. The term "Registrable  Securities" shall exclude in
all cases,  however,  such shares of Common Stock  following sale by a Holder to
the public pursuant to a registered offering or pursuant to Rule 144 promulgated
under the Securities Act or sold in a private  transaction in which the Holder's
registration rights under this Agreement are not assigned.

      1.7  "Registration  Expenses"  shall  mean all  expenses  incurred  by the
Company  in  complying  with  Articles  2  and  3  hereof,  including,   without
limitation, all registration, qualification and Commission, National Association
of Securities  Dealers,  Inc.,  stock  exchange and other filing fees,  printing
expenses,  duplication expenses relating to copies of any registration statement
or prospectus  delivered to any Holders,  escrow fees, fees and disbursements of
legal counsel for the Company,  blue sky fees and  expenses,  and the expense of
any audits incident to or required by any such  registration  (but excluding the
compensation  of employees  and officers of the Company,  which shall be paid in
any event by the Company).

      1.8 "Securities Act" shall mean the Securities Act of 1933, as amended, or
any similar  federal  statute and the rules and  regulations  of the  Commission
thereunder, all as the same shall be in effect at the time.

      1.9  "Selling  Expenses"  shall  mean all  underwriting  fees,  discounts,
selling  commissions  and stock  transfer  taxes  applicable to the  Registrable
Securities  registered  by the Holders and the fees and  expenses of any special
counsel engaged by the Holders.

      1.10  "Underwriter"  shall mean (whether or not the term is capitalized) a
broker-dealer  engaged by the Company to  distribute  Registrable  Securities as
principal or agent.

      1.11 "Underwriting" or "Underwritten"  shall mean (whether or not the term
is  capitalized)  a  method  of  publicly  distributing  securities  through  an
Underwriter.

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                                   ARTICLE 2
                              REQUIRED REGISTRATION

      2.1  Required  Registration.  Unless a majority in interest of the Holders
consent  to an  extension  of the  filing  date or  effective  date for up to an
additional 60 days and in such case,  upon  expiration of such extended  period,
the Company will prepare and file with the  Commission  within 30 days after the
date hereof a  registration  statement  under the Securities Act covering all of
the Registrable  Securities and use its best efforts to obtain the effectiveness
of such  registration  statement as soon as  practicable  but not later than 120
days after the date hereof as would permit or facilitate  the original  issuance
or subsequent  resale and  distribution of all of such  Registrable  Securities.
Such registration  statement shall contain (unless the Holders otherwise direct)
substantially  the  "Plan  of  Distribution"  attached  hereto  as  Annex A. The
Company's failure to file such  registration  statement within 30 days after the
date  hereof  (or,  if the  filing  date is  extended  as  provided  above,  the
expiration  date of such  extended  period) or to obtain  effectiveness  of such
registration  statement  within  120 days  after  the date  hereof  (or,  if the
effective  date is extended  as  provided  above,  the  expiration  date of such
extended  period)  will  commence  the  running of the first  "Failure  Term" as
defined in Section 5 of the Note.

      2.2 Underwriting.

      (a) The resale  distribution of the Registrable  Securities covered by the
registration  statement  referred  to in Section  2.1 above shall be effected by
means of the method of  distribution  selected by the Holders holding a majority
of the Registrable Securities covered by such registration.  The Holders holding
a majority of the Registrable Securities may also change the resale distribution
method from time to time (subject to amendment of the registration  statement as
required to describe such changes). If such distribution is effected by means of
an  underwriting,  the right of any  Holder  to  registration  pursuant  to this
Article  2  shall  be  conditioned  upon  such  Holder's  participation  in such
underwriting  and the inclusion of such Holder's  Registrable  Securities in the
underwriting to the extent provided herein.

      (b) If such  distribution  is  effected by means of an  underwriting,  the
Company  (together  with all Holders  proposing to distribute  their  securities
through  such  underwriting)  shall  enter  into an  underwriting  agreement  in
customary  form with a managing  underwriter of nationally  recognized  standing
selected  for such  underwriting  by a majority  in  interest of the Holders and
approved by the Company, which approval shall not be unreasonably withheld.

      (c) If any  Holder  disapproves  of the  terms of the  underwriting,  such
person may elect to withdraw  therefrom by written  notice to the  Company,  the
managing  underwriter and the other Holders.  The Registrable  Securities and/or
other securities so withdrawn shall also be withdrawn from registration.

      2.3  Inclusion of Shares by the  Company.  If the resale  distribution  of
Registrable  Securities is being effected by means of an underwriting and if the
managing  underwriter will not limit the number of Registrable  Securities to be
underwritten,  the Company may include securities for its own account or for the
account of others in such  registration  if the managing  underwriter so agrees.
The inclusion of such shares shall be on the same terms as the  registration  of
shares held by the Holders.  In the event that the underwriters  exclude some of
the  securities to be  registered,  the securities to be sold for the account of
the Company and any other holders shall be excluded in their  entirety  prior to
the exclusion of any Registrable Securities.

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                                   ARTICLE 3
                              COMPANY REGISTRATION

      3.1  Notice of  Registration  to  Holders.  If, at any time after the date
hereof,  the Company shall determine to register any of its  securities,  either
for its own account or the account of a security  holder or holders,  other than
(i) a registration relating solely to employee benefit plans on Form S-8 (or any
successor form) or (ii) a registration  relating solely to a Commission Rule 145
transaction on Form S-4 (or any successor form), the Company will:

      (a) promptly give to each Holder written notice thereof and

      (b) include in such registration (and any related qualification under blue
sky laws or other compliance), and in any underwriting involved therein, all the
Registrable  Securities specified in a written request or requests,  made within
30 days after  receipt of such  written  notice  from the Company  described  in
Section  3.1(a),  by any Holder or  Holders,  subject to any  reductions  in the
Registrable  Securities to be registered made in the manner set forth in Section
3.2(a) below.

      3.2 Underwriting. If the registration of which the Company gives notice is
for an offering  involving  an  underwriting,  the  Company  shall so advise the
Holders as a part of the written  notice given  pursuant to Section  3.1(a).  In
such event,  the right of any Holder to registration  pursuant to this Article 3
shall be conditioned upon such Holder's  participation in such  underwriting and
the inclusion of such Holder's Registrable Securities in the underwriting to the
extent provided  herein.  All Holders  proposing to distribute  their securities
through  such  underwriting  shall  (together  with the  Company)  enter into an
underwriting  agreement in customary form with the managing underwriter selected
for such underwriting by the Company.

      (a) Notwithstanding any other provision of this Article 3, if the managing
underwriter determines that marketing factors require a limitation of the number
of  shares  to  be  underwritten,  the  underwriter  may  exclude  some  or  all
Registrable  Securities from such  registration  and  underwriting.  The Company
shall so advise all Holders of Registrable Securities,  and the number of shares
of Common  Stock to be  included  in such  registration  shall be  allocated  as
follows:  first,  for the  account of the  Company,  all shares of Common  Stock
proposed to be sold by the Company;  and second,  for the account of the Holders
and any other  shareholders of the Company  participating in such  registration,
the  number  of  shares  of  Common  Stock  requested  to  be  included  in  the
registration by the Holders and such other shareholders in proportion, as nearly
as  practicable,  to the respective  amounts of Registrable  Securities that are
proposed to be offered and sold by the  Holders and such other  shareholders  of
Registrable  Securities  at the time of filing the  registration  statement.  No
Registrable  Securities  excluded  from the  underwriting  in this  Article 3 by
reason of the  underwriters'  marketing  limitation  shall be  included  in such
registration.

      (b) The  Company  shall  so  advise  all  Holders  and the  other  holders
distributing  their securities through such underwriting of any such limitation,
and the number of shares of Registrable  Securities  held by Holders that may be
included in the registration. If any Holder disapproves of the terms of any such
underwriting,  such Holder may elect to withdraw  therefrom by written notice to
the Company and the managing  underwriter.  Any securities excluded or withdrawn
from such underwriting shall be withdrawn from such registration, but the Holder
shall continue to be bound by the terms hereof.

                                       4
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      (c) The  Company  shall  have  the  right to  terminate  or  withdraw  any
registration  initiated by it under this Article 3 prior to the effectiveness of
such  registration,  whether or not a Holder has elected to include  Registrable
Securities in such registration.

                                   ARTICLE 4
                            EXPENSES OF REGISTRATION

      All Registration  Expenses  incurred in connection with any  registration,
qualification  or  compliance  pursuant  to  Articles  2 and 3  hereof  and  the
reasonable fees of one counsel for the Holders of Registrable  Securities in the
case of registration pursuant to Article 2 hereof shall be borne by the Company;
provided,  however,  that any  expenses  incurred  as a result of any  amendment
described  in Section  2.2(a)  shall be borne by the Holders of the  Registrable
Securities being registered in such registration.  All Selling Expenses relating
to  Registrable  Securities  registered  by the  Holders  shall  be borne by the
Holders of such  Registrable  Securities  pro rata on the basis of the number of
shares so registered.

                                   ARTICLE 5
                             REGISTRATION PROCEDURES

      (a) In the case of each  registration  effected by the Company pursuant to
this  Agreement,  the Company will keep each Holder advised in writing as to the
initiation of each  registration and as to the completion  thereof.  The Company
agrees to use its best  efforts to effect or cause such  registration  to permit
the sale of the Registrable Securities covered thereby by the Holders thereof in
accordance with the intended method or methods of distribution thereof described
in such  registration  statement.  In connection  with any  registration  of any
Registrable Securities, the Company shall:

            (i) prepare and file with the  Commission a  registration  statement
      with respect to such  Registrable  Securities  and use its best efforts to
      cause such registration statement filed to become effective,  and maintain
      the effectiveness of such registration  statement until the earlier of (A)
      six years after the date that the registration statement filed pursuant to
      Section 2.1 is first declared effective by the Commission, (B) the date on
      which  all  of  the  Registrable  Securities  covered  by  a  registration
      statement  may be sold by the Holders  pursuant to Rule 144(k) or (C) such
      time as all of the Registrable Securities have been publicly sold pursuant
      to a registration statement;

            (ii)  prepare  and file  with the  Commission  such  amendments  and
      supplements to such  registration  statement and the  prospectus  included
      therein as may be necessary to effect and  maintain the  effectiveness  of
      such registration statement as may be required by the applicable rules and
      regulations of the Commission and the instructions  applicable to the form
      of  such  registration  statement,  and  furnish  to  the  holders  of the
      Registrable  Securities  covered  thereby copies of any such supplement or
      amendment prior to this being used and/or filed with the Commission;

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            (iii) promptly  notify the Holders of  Registrable  Securities to be
      included in a  registration  statement  hereunder,  the sales or placement
      agent,  if any,  therefor and the managing  underwriter  of the securities
      being sold, and confirm such advice in writing, (A) when such registration
      statement or the prospectus  included therein or any prospectus  amendment
      or  supplement  or  post-effective  amendment  has been filed,  and,  with
      respect to such registration  statement or any  post-effective  amendment,
      when the same has become effective,  (B) of the issuance by the Commission
      of any  stop  order  suspending  the  effectiveness  of such  registration
      statement or the initiation of any  proceedings  for that purpose,  (C) of
      the  receipt  by the  Company  of any  notification  with  respect  to the
      suspension of the qualification of the Registrable  Securities for sale in
      any  jurisdiction  or the  initiation or threatening of any proceeding for
      such purpose or (D) if, to the Company's knowledge,  it shall be the case,
      at any time  when a  prospectus  is  required  to be  delivered  under the
      Securities  Act, that such  registration  statement or prospectus,  or any
      document  incorporated  by reference in any of the foregoing,  contains an
      untrue  statement of a material  fact or omits to state any material  fact
      required to be stated therein or necessary to make the statements  therein
      not misleading in light of the circumstances then existing;

            (iv) use its best  efforts  to obtain  the  withdrawal  of any order
      suspending  the  effectiveness  of  such  registration  statement  or  any
      post-effective  amendment thereto or of any order suspending or preventing
      the use of any related  prospectus or suspending the  qualification of any
      Registrable Securities included in such registration statement for sale in
      any jurisdiction at the earliest practicable date;

            (v) furnish to each Holder of Registrable  Securities to be included
      in such registration  statement hereunder,  each placement or sales agent,
      if any, therefor and each underwriter,  if any, thereof, without charge, a
      conformed  copy of such  registration  statement  and  any  amendment  and
      supplement  thereto (in each case  including  all exhibits  and  documents
      incorporated  by  reference)  and such number of copies of the  prospectus
      included  in  such  registration  statement  (including  each  preliminary
      prospectus  and any summary  prospectus),  and any amendment or supplement
      thereto,  as such  Holder,  agent,  if any, and  underwriter,  if any, may
      reasonably   request  in  order  to  facilitate  the  disposition  of  the
      Registrable  Securities  owned  by  such  Holder  sold by  such  agent  or
      underwritten  by such  underwriter  and to permit such  Holder,  agent and
      underwriter  to  satisfy  the  prospectus  delivery  requirements  of  the
      Securities Act;

            (vi) use its best efforts to (A) register or qualify the Registrable
      Securities to be included in such registration  statement under such other
      securities  laws or blue sky laws of such  states of the United  States or
      the District of Columbia to be  designated by the Holders of a majority of
      such Registrable  Securities  participating in such  registration and each
      placement  or sales  agent,  if any,  therefor  and  underwriter,  if any,
      thereof,  as any Holder and each  underwriter,  if any, of the  securities
      being sold shall reasonably request (provided,  that the Company shall not
      be required to use its best efforts to register or qualify the Registrable
      Securities in more than 15 such jurisdictions  unless the expenses thereof
      are  borne  by  the  Holders  requesting  such  efforts),  (B)  keep  such
      registrations or qualifications in effect and comply with such laws at all
      times during the period  described in Section 5(a)(i) above,  and (C) take
      any and all such  actions as may be  reasonably  necessary or advisable to
      enable such Holder,  agent,  if any, and  underwriter  to  consummate  the
      disposition  in  such   jurisdictions  of  such  Registrable   Securities;
      provided,  however,  that in order to fulfill  the  foregoing  obligations
      under this  Section  5(a)(vi),  the Company  shall not  (unless  otherwise
      required  to do  so in  any  jurisdiction)  be  required  to  (1)  qualify
      generally  to do business  as a foreign  company or a  broker-dealer,  (2)
      execute a general  consent to service of process or (3) subject  itself to
      taxation; and

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            (vii)  furnish,  at  the  request  of  a  majority  of  the  Holders
      participating  in the  registration,  on the date  that  such  Registrable
      Securities are delivered to the  underwriters for sale, if such securities
      are being sold through underwriters,  or, if such securities are not being
      sold through  underwriters,  on the date that the  registration  statement
      with respect to such securities becomes effective,  (i) an opinion,  dated
      as of such date, of the counsel  representing the Company for the purposes
      of such  registration,  in form and substance as is  customarily  given to
      underwriters   in  an   underwritten   public   offering  and   reasonably
      satisfactory  to  a  majority  in  interest  of  the  Holders   requesting
      registration,  addressed to the  underwriters,  if any, and to the Holders
      requesting  registration of Registrable Securities and (ii) a letter dated
      as of such date, from the independent  certified public accountants of the
      Company,  in form and  substance as is  customarily  given by  independent
      certified  public  accountants to underwriters  in an underwritten  public
      offering  and  reasonably  satisfactory  to a majority  in interest of the
      Holders requesting  registration,  addressed to the underwriters,  if any,
      and if  permitted  by  applicable  accounting  standards,  to the  Holders
      requesting registration of Registrable Securities.

      (b) The Company may require each Holder of  Registrable  Securities  as to
which  any  registration  is being  effected  to  furnish  to the  Company  such
information  regarding such Holder and such Holder's  method of  distribution of
such  Registrable  Securities  as the Company  may from time to time  reasonably
request in writing. Each such Holder agrees to notify the Company as promptly as
practicable of any inaccuracy or change in information  previously  furnished by
such Holder to the Company or of the occurrence of any event in either case as a
result of which any prospectus  relating to such registration  contains or would
contain an untrue  statement  of a material  fact  regarding  such Holder or the
distribution of such Registrable  Securities or omits to state any material fact
regarding  such  Holder  or the  distribution  of  such  Registrable  Securities
required to be stated  therein or necessary to make the  statements  therein not
misleading in light of the circumstances then existing,  and promptly to furnish
to the Company  any  additional  information  required to correct and update any
previously  furnished  information or required so that such prospectus shall not
contain,  with respect to such Holder or the  distribution  of such  Registrable
Securities,  an untrue  statement or a material fact or omit to state a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading in light of the circumstances then existing.

      (c) Each of the Holders will comply with the  provisions of the Securities
Act with respect to disposition of the Registrable  Securities to be included in
any registration statement filed by the Company.

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                                    ARTICLE 6
                                 INDEMNIFICATION

      6.1  The  Company  will  indemnify  each  Holder,  each  of its  officers,
directors  and  partners,  and  such  Holder's  legal  counsel  and  independent
accountants,  if any, and each person  controlling  any such persons  within the
meaning of Section 15 of the Securities Act, with respect to which registration,
qualification  or compliance has been effected  pursuant to this Agreement,  and
each  underwriter,  if any, and each person who controls any underwriter  within
the meaning of Section 15 of the Securities Act,  against all expenses,  claims,
losses,  damages and liabilities (or actions in respect thereof),  including any
of the  foregoing  incurred  in  settlement  of  any  litigation,  commenced  or
threatened,  arising out of or based on any untrue  statement (or alleged untrue
statement)  of  a  material  fact  contained  in  any  registration   statement,
prospectus,  offering circular or other document, or any amendment or supplement
thereof,  incident to any such  registration,  qualification  or compliance,  or
based on any omission (or alleged  omission)  to state  therein a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  or  any  violation  by  the  Company  of  any  rule  or  regulation
promulgated  under the Securities Act or any state securities laws applicable to
the Company and relating to action or inaction by the Company in connection with
any such registration, qualification or compliance, and will reimburse each such
Holder,  each of its officers,  directors  and partners and such Holder's  legal
counsel  and  independent  accountants,  and each  person  controlling  any such
persons,   each  such   underwriter  and  each  person  who  controls  any  such
underwriter,  for any  legal  and any  other  expenses  reasonably  incurred  in
connection  with  investigating,  preparing or defending  any such claim,  loss,
damage,  liability or action;  provided,  however,  that the Company will not be
liable  in any  such  case to the  extent  that any such  claim,  loss,  damage,
liability  or  expense  arises  out of or is based on any  untrue  statement  or
omission or alleged  untrue  statement or omission  made in reliance upon and in
conformity  with  written  information  furnished to the Company by such Holder,
officers,  directors,  partners,  legal  counsel,  accountants,  underwriter  or
controlling  persons,  and  expressly  intended  for  use in  such  registration
statement,  prospectus, offering circular or other document, or any amendment or
supplement thereof.

      6.2 Each Holder will, if  Registrable  Securities  held by such Holder are
included  in the  securities  as to which such  registration,  qualification  or
compliance is being effected,  indemnify the Company,  each of its directors and
officers and its legal counsel and independent accountants, each underwriter, if
any, of the Company's securities covered by such a registration statement,  each
person who  controls  the  Company  or such  underwriter  within the  meaning of
Section  15 of the  Securities  Act,  and each other  such  Holder,  each of its
officers,  directors,  partners, legal counsel and independent  accountants,  if
any, and each person controlling such Holder within the meaning of Section 15 of
the  Securities  Act,  against  all  expenses,   claims,   losses,  damages  and
liabilities  (or actions in respect  thereof),  including  any of the  foregoing
incurred in settlement of any litigation,  commenced or threatened,  arising out
of or based on any untrue statement (or alleged untrue  statement) of a material
fact contained in any such registration statement, prospectus, offering circular
or other document, or any amendment or supplement thereto,  incident to any such
registration,  qualification  or compliance or based on any omission (or alleged
omission)  to state  therein a material  fact  required to be stated  therein or
necessary to make the statements therein not misleading,  and will reimburse the
Company,  such Holders,  such  directors,  officers,  partners,  legal  counsel,
independent  accountants,  underwriters  or control persons for any legal or any
other expenses reasonably  incurred in connection with investigating,  preparing
or defending any such claim, loss, damage,  liability or action, in each case to
the extent,  but only to the  extent,  that such  untrue  statement  (or alleged
untrue statement) or omission (or alleged omission) is made in such registration
statement,  prospectus,  offering  circular,  other  document  or  amendment  or
supplement in reliance upon and in conformity with written information furnished
to  the  Company  by  such  Holder  and  expressly  intended  for  use  in  such
registration statement,  prospectus, offering circular or other document, or any
amendment or supplement thereof; provided, however, that the obligations of each
Holder  hereunder  shall be limited to an amount  equal to the  proceeds to such
Holder of Registrable Securities sold as contemplated herein.

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      6.3 Each party  entitled  to  indemnification  under  this  Section 6 (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom,  provided  that  counsel for the  Indemnifying
Party,  who shall  conduct  the  defense of such claim or  litigation,  shall be
approved by the  Indemnified  Party (whose  approval shall not  unreasonably  be
withheld). The Indemnified Party may participate in such defense at such party's
expense;  provided,  however, that the Indemnifying Party shall bear the expense
of such defense of the Indemnified  Party if  representation  of both parties by
the same counsel would be inappropriate due to actual or potential  conflicts of
interest. The failure of any Indemnified Party to give notice as provided herein
shall  not  relieve  the  Indemnifying  Party  of  its  obligations  under  this
Agreement, unless such failure is prejudicial to the ability of the Indemnifying
Party to defend the action.  No  Indemnifying  Party, in the defense of any such
claim or litigation,  shall,  except with the consent of each Indemnified Party,
consent to entry of any  judgment  or enter into any  settlement  which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such  Indemnified  Party of a release  from all  liability in respect of such
claim or litigation.

      6.4  If  the  indemnification  provided  for  in  Section  6.1  or  6.2 is
unavailable or  insufficient  to hold harmless an Indemnified  Party,  then each
Indemnifying  Party  shall  contribute  to the  amount  paid or  payable by such
Indemnified  Party as a result  of the  expenses,  claims,  losses,  damages  or
liabilities  (or  actions or  proceedings  in respect  thereof)  referred  to in
Section 6.1 or 6.2, in such proportion as is appropriate to reflect the relative
fault of the Company on the one hand and the sellers of  Registrable  Securities
on the other hand in connection  with  statements or omissions which resulted in
such  losses,  claims,  damages or  liabilities  (or actions or  proceedings  in
respect  thereof)  or  expenses,   as  well  as  any  other  relevant  equitable
considerations.  The relative  fault shall be  determined by reference to, among
other things,  whether the untrue or alleged untrue statement of a material fact
or the  omission  or  alleged  omission  to state a  material  fact  relates  to
information supplied by the Company or the sellers of Registrable Securities and
the parties' relative intent,  knowledge,  access to information and opportunity
to correct or prevent such untrue  statement  or  omission.  The Company and the
Holders agree that it would not be just and equitable if contributions  pursuant
to this Section 6.4 were to be  determined by pro rata  allocation  (even if all
Sellers of Registrable  Securities  were treated as one entity for such purpose)
or by any  other  method  of  allocation  which  does  not take  account  of the
equitable  considerations referred to in the first sentence of this Section 6.4.
The amount paid by an  Indemnified  Party as a result of the  expenses,  claims,
losses,  damages or liabilities  (or actions or proceedings in respect  thereof)
referred to in the first sentence of this Section 6.4 shall be deemed to include
any legal or other expenses  reasonably  incurred by such  Indemnified  Party in
connection with investigating or defending any claim, action or proceeding which
is  the  subject  of  this   Section  6.4.  No  person   guilty  of   fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any person who was not guilty of such
fraudulent   misrepresentation.   The  obligations  of  sellers  of  Registrable
Securities  to  contribute  pursuant  to this  Section  6.4 shall be  several in
proportion  to the  respective  amount of  Registrable  Securities  sold by them
pursuant to a registration statement.

                                       9
<PAGE>

                                    ARTICLE 7
                               RULE 144 REPORTING

      With a view  to  making  available  the  benefits  of  certain  rules  and
regulations  of the  Commission  which  may at  any  time  permit  the  sale  of
securities of the Company to the public without registration, the Company agrees
to use its best efforts to:

      7.1 Make and keep public  information  regarding the Company  available as
those terms are understood and defined in Rule 144 under the Securities  Act, at
all times after the date hereof; and

      7.2 File with the  Commission  in a timely  manner all  reports  and other
documents required of the Company under the Securities Act and the Exchange Act.

                                   ARTICLE 8
                         TRANSFER OF REGISTRATION RIGHTS

      The rights to cause the Company to register  Registrable  Securities under
this  Agreement  may  be  assigned  by  a  Holder  to  Whitebox  Advisors,   LLC
("Whitebox")  or to a transferee or assignee of Registrable  Securities that (i)
is a  subsidiary,  parent or  affiliated  entity,  general  partner  or  limited
partner, member or retired partner or member of a Holder or of Whitebox, (ii) is
an  affiliated  fund,  a  follow-on  fund or  predecessor  fund of a Holder or a
related fund or of Whitebox,  (iii) is a Holder's family member or trust for the
benefit of an  individual  Holder or (iv)  acquires  at least  50,000  shares of
Registrable  Securities (as adjusted for stock splits,  stock  dividends,  stock
combinations,  reclassifications,  recapitalizations, mergers, consolidations or
other similar events);  provided,  however, (A) the transferor shall, within ten
days before such transfer, furnish to the Company written notice of the name and
address of such  transferee or assignee and the securities with respect to which
such registration  rights are being assigned and (B) such transferee shall agree
in writing to be subject to all  restrictions  set forth in this  Agreement.  In
each case,  such rights may only be  transferred  together  with the  underlying
Registrable  Securities  in a  transfer  permitted  by the  Securities  Act  and
applicable  state  securities  laws.  Any such  transferee or assignee  shall be
deemed a Holder hereunder.

                                   ARTICLE 9
         LIMITATIONS ON REGISTRATION RIGHTS GRANTED TO OTHER SECURITIES

      From and after the date of this  Agreement,  the Company shall not without
the prior  written  consent  of the  holders of a  majority  of the  Registrable
Securities  then  outstanding,  enter  into any  agreement  with any  holder  or
prospective  holder of any securities of the Company  providing for the grant to
such holder of registration rights superior to those granted herein.

                                       10
<PAGE>

                                   ARTICLE 10
                                  MISCELLANEOUS

      10.1  Governing  Law. The laws of the state of Minnesota  shall govern the
interpretation,  validity  and  performance  of the  terms  of  this  agreement,
regardless  of the law that might be applied  under  principles  of conflicts of
law.

      10.2  Successors  and  Assigns.  Except as  otherwise  expressly  provided
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon,  the  successors and assigns of each of the parties hereto and shall inure
to the benefit of and be binding upon each Holder of any Registrable Securities.

      10.3 Entire  Agreement.  This  Agreement  constitutes  the full and entire
understanding  and  agreement  between  the  parties  with regard to the subject
matter hereof.

      10.4 Termination.  The obligations of the Company to register  Registrable
Securities under this Agreement shall terminate on the tenth  anniversary of the
date of this  Agreement.  In  addition,  the  right  of any  Holder  to  request
inclusion  in any  registration  under  Article  3 shall  terminate  on the date
hereafter when (i) such Holder (together with its affiliates,  partners, members
and former partners and members) holds less than 1% of the Company's outstanding
Common  Stock and (ii) all  Registrable  Securities  held by or issuable to such
Holder (and its affiliates,  partners,  members and former partners and members)
upon  conversion of, or payment on, the Note or Additional Note or upon exercise
of the  Warrant or  Additional  Warrant may be sold under Rule 144 during any 90
day period.

      10.5 Notices. All notices,  requests,  consents,  and other communications
hereunder  shall be made in writing  and shall be deemed  given (i) when made if
made by hand  delivery,  (ii) one  business  day after being  deposited  with an
overnight courier if made by a courier guaranteeing overnight delivery, (iii) on
the date indicated on the notice of receipt if made by first-class  mail, return
receipt requested, or (iv) upon confirmation if made by telecopier, addressed as
follows:

      (a) if to the Company, at

           El Capitan Precious Metals, Inc.
           14301 North 87th Street, Suite 216
           Scottsdale, AZ 85260
           Attention: Charles C. Mottley, President and Chief Executive Officer
           Facsimile: (480) 607-7193

           with a copy to:

           Maslon Edelman Borman & Brand, LLP
           90 South Seventh Street, Suite 3300
           Minneapolis, Minnesota  55402
           Attention: William M. Mower, Esq.
           Facsimile: (612) 642-8358

                                       11
<PAGE>

      (b) if to the Investor, in care of:

          Whitebox Advisors, LLC
          3033 Excelsior Boulevard, Suite 300
          Minneapolis, Minnesota  55416
          Attention: Jonathan Wood, Chief Financial Officer
          Facsimile: (612) 253-6151

          with a copy to:

          Messerli & Kramer P.A.
          150 South Fifth Street, Suite 1800
          Minneapolis, Minnesota  55402
          Attention: Jeffrey C. Robbins, Esq.
          Facsimile: (612) 672-3777

      (c) if to a  Holder,  to the  address  reflected  on  the  records  of the
Company,  or such other  address or  addresses  as shall have been  furnished in
writing by such party to the Company and to the other parties to this Agreement.

      10.6 Severability.  The invalidity,  illegality or unenforceability of one
or more of the provisions of this Agreement in any jurisdiction shall not affect
the validity,  legality or  enforceability of the remainder of this Agreement in
such jurisdiction or the validity, legality or enforceability of this Agreement,
including any such provision, in any other jurisdiction,  it being intended that
all rights and obligations of the parties  hereunder shall be enforceable to the
fullest extent permitted by law.

      10.7 Titles and Subtitles.  The titles of the sections and  subsections of
this  Agreement  are  for  convenience  of  reference  only  and  are  not to be
considered in construing this Agreement.

      10.8  Counterparts.  This  Agreement  may be  executed  in any  number  of
counterparts,  each of which  shall be an  original,  but all of which  together
constitute one instrument.

                             SIGNATURE PAGE FOLLOWS

                                       12
<PAGE>


      IN WITNESS  WHEREOF,  the parties  hereto  have  caused this  Registration
Rights  Agreement  to be executed  and  delivered  as of the date first  written
above.

                                  EL CAPITAN PRECIOUS METALS, INC.

                                  By:  /s/ Charles C. Mottley
                                      ------------------------------------------
                                      Charles C. Mottley
                                      Its President and Chief Executive Officer

                                  WHITEBOX INTERMARKET PARTNERS, L.P.

                                  By:  /s/ Jonathan Wood
                                       -----------------------------------------
                                       Jonathan Wood
                                       Its CFO/Director


                                       13
<PAGE>

                                     ANNEX A
                              PLAN OF DISTRIBUTION

      We are  registering the shares offered by this prospectus on behalf of the
selling shareholders.  The selling  shareholders,  which as used herein includes
donees, pledgees,  transferees or other successors-in-interest selling shares of
common stock or interests in shares of common stock  received  after the date of
this  prospectus  from a  selling  shareholder  as a gift,  pledge,  partnership
distribution  or other  transfer,  may,  from time to time,  sell,  transfer  or
otherwise  dispose of any or all of their shares of common stock or interests in
shares of common  stock on any stock  exchange,  market or trading  facility  on
which the shares are traded or in private  transactions.  These dispositions may
be at fixed prices,  at prevailing  market prices at the time of sale, at prices
related to the prevailing market price, at varying prices determined at the time
of sale, or at negotiated prices.

      The selling  shareholders may use any one or more of the following methods
when disposing of shares or interests therein:

      o     ordinary  brokerage  transactions  and  transactions  in  which  the
            broker-dealer solicits purchasers;

      o     block  trades in which the  broker-dealer  will  attempt to sell the
            shares as agent,  but may position and resell a portion of the block
            as principal to facilitate the transaction;

      o     purchases  by  a  broker-dealer  as  principal  and  resale  by  the
            broker-dealer for its account;

      o     an  exchange  distribution  in  accordance  with  the  rules  of the
            applicable exchange;

      o     privately negotiated transactions;

      o     short sales;

      o     through  the  writing or  settlement  of  options  or other  hedging
            transactions, whether through an options exchange or otherwise;

      o     broker-dealers  may agree with the  selling  shareholders  to sell a
            specified number of such shares at a stipulated price per share;

      o     a combination of any such methods of sale; and

      o     any other method permitted pursuant to applicable law.

      The  selling  shareholders  may,  from  time to  time,  pledge  or grant a
security  interest  in some or all of the shares of common  stock  owned by them
and,  if they  default in the  performance  of their  secured  obligations,  the
pledgees or secured parties may offer and sell the shares of common stock,  from
time to time,  under this  prospectus,  or under an amendment to this prospectus
under  Rule  424(b)(3)  or other  applicable  provision  of the  Securities  Act
amending the list of selling shareholders to include the pledgee,  transferee or
other successors in interest as selling shareholders under this prospectus.  The
selling  shareholders  also may  transfer  the  shares of common  stock in other
circumstances,  in which case the  transferees,  pledgees or other successors in
interest will be the selling beneficial owners for purposes of this prospectus.

<PAGE>

      In connection with the sale of our common stock or interests therein,  the
selling  shareholders may enter into hedging transactions with broker-dealers or
other  financial  institutions,  which may in turn  engage in short sales of the
common stock in the course of hedging the  positions  they  assume.  The selling
shareholders  may also sell shares of our common  stock short and deliver  these
securities  to close out their  short  positions,  or loan or pledge  the common
stock to  broker-dealers  that in turn may sell these  securities.  The  selling
shareholders   may  also  enter   into   option  or  other   transactions   with
broker-dealers  or other  financial  institutions or the creation of one or more
derivative  securities which require the delivery to such broker-dealer or other
financial  institution of shares offered by this  prospectus,  which shares such
broker-dealer  or  other  financial  institution  may  resell  pursuant  to this
prospectus (as supplemented or amended to reflect such transaction).

      The aggregate  proceeds to the selling  shareholders  from the sale of the
common stock offered by them will be the purchase price of the common stock less
discounts or commissions,  if any. Each of the selling shareholders reserves the
right to accept and, together with their agents from time to time, to reject, in
whole or in part,  any proposed  purchase of common stock to be made directly or
through agents. We will not receive any of the proceeds from this offering. Upon
any  exercise of the warrants by payment of cash,  however,  we will receive the
exercise price of the warrants.

      The selling shareholders also may resell all or a portion of the shares in
open market  transactions  in reliance upon Rule 144 under the Securities Act of
1933,  provided that they meet the criteria and conform to the  requirements  of
that rule.

      The selling  shareholders  and any  broker-dealers  that act in connection
with the sale of  securities  might be deemed to be  "underwriters"  within  the
meaning of Section 2(11) of the Securities Act, and any commissions  received by
such  broker-dealers and any profit on the resale of the securities sold by them
while  acting as  principals  might be deemed to be  underwriting  discounts  or
commissions under the Securities Act.

      To the extent  required,  the shares of our common  stock to be sold,  the
names of the selling  shareholders,  the respective  purchase  prices and public
offering  prices,  the  names of any  agents,  dealer  or  underwriter,  and any
applicable  commissions or discounts with respect to a particular  offer will be
set  forth in an  accompanying  prospectus  supplement  or,  if  appropriate,  a
post-effective  amendment  to the  registration  statement  that  includes  this
prospectus.

      In order to comply with the securities laws of some states, if applicable,
the common stock may be sold in these  jurisdictions  only through registered or
licensed  brokers or dealers.  In addition,  in some states the common stock may
not be sold unless it has been  registered or qualified for sale or an exemption
from  registration  or  qualification  requirements is available and is complied
with.

                                       2
<PAGE>

      We have advised the selling shareholders that the anti-manipulation  rules
of  Regulation  M under  the  Exchange  Act may  apply to sales of shares in the
market and to the activities of the selling  shareholders and their  affiliates.
In addition,  we will make copies of this  prospectus (as it may be supplemented
or amended  from time to time)  available  to the selling  shareholders  for the
purpose of satisfying the  prospectus  delivery  requirements  of the Securities
Act. The selling  shareholders may indemnify any broker-dealer that participates
in transactions  involving the sale of the shares against  certain  liabilities,
including liabilities arising under the Securities Act.

      We have agreed to indemnify the selling  shareholders against liabilities,
including  liabilities  under  the  Securities  Act and state  securities  laws,
relating to the registration of the shares offered by this prospectus.

      We have  agreed  with the selling  shareholders  to keep the  registration
statement that includes this prospectus  effective until the earlier of (1) such
time as all of the  shares  covered by this  prospectus  have been  disposed  of
pursuant to and in accordance with the registration statement or (2) the date on
which the shares may be sold pursuant to Rule 144(k) of the Securities Act.

                                       3