Exhibit 10.4 




Form of Restrictive
Covenant Agreement 


To: 



From: FBR Capital Markets
Corporation (FBR Capital Markets Corporation, Friedman, Billings, Ramsey Group, Inc.,
their respective affiliates and subsidiaries are collectively referred to in this
Agreement as “FBR”) 




Date: August     , 2008 




Re: Notice Period and
Restrictive Covenant Provisions 



In consideration of your continued
employment with FBR Capital Markets Corporation and the promises set forth in the
amendment to your         , 2008 Restricted Stock Unit (“RSU”) award, the
August     , 2008 grant of RSUs and the August     ,
2008 grant of stock options, you agree as follows: 



     a.    
          A Notice Period of Not Less Than 90 days. You agree to provide FBR with
          written notice of your resignation 90 calendar days prior to your separation of
          employment. During the period between your written notice and your separation
          date (the “Notice Period”) FBR will pay you your base salary and/or
          earned commission if you are a commissioned employee and continue its
          cost-sharing arrangements for medical and dental insurance premiums. In
          exchange, you will continue to devote your full business time to any duties
          directed by FBR. FBR, however, may choose to place you on leave during the
          Notice Period or terminate your employment; you will still be paid your base
          salary during this time, up to and including your original separation
          date.(1) You may not perform any services for any other employer
          during the Notice Period unless FBR agrees in writing. You will not be entitled
          to participate in FBR’s discretionary bonus plan during your Notice Period,
          even if such period coincides with FBR’s payment of a bonus to comparable
          employees. 



     b.    
          Non-Solicitation of Employees. During your employment with FBR, and for a
          period of 12 months from the date your employment ends, for whatever reason, you
          shall not, directly or indirectly, solicit for employment as an employee or
          engagement as an independent contractor the services of any person who is
          employed by FBR at that time or was employed by FBR during the 6 months prior to
          the termination of your employment. Further, during such period, you shall not
          take any action that could reasonably be expected to have the effect of
          encouraging or inducing any such employee to cease his or her relationship with
          FBR for any reason. This Non-Solicitation Period will begin to run following the
          end of any applicable Notice Period. 



     c.    
          Non-Competition. You agree that while you are employed by FBR and during
          the Notice Period, or for a period of 90 days from the date your employment
          ends, if you are terminated by FBR, and you are not subject to a Notice Perid
          (the “Restricted Period”), you shall not, within any jurisdiction or
          marketing area in which FBR is doing business, directly or indirectly (including
          through entities controlled by you or otherwise), own, own an interest in, join,
          manage, operate, control, consult with, be employed by, participate in the
          ownership, management, operation or control of, or otherwise render services to,
          or engage in, any business that competes with FBR in the capital markets,
          financial advisory and/or institutional sales and trading business
          (collectively, “Competitive Services”) in the same or similar capacity
          in which you provided those services to FBR. You agree that during the
          Restricted Period you will not be employed or otherwise engaged by any client in
          any capacity which competes with or which may compete with FBR. 



You will be deemed to be performing
Competitive Services if you engage in such businesses or perform such services, directly
or indirectly, whether for your own account or for that of another person, or whether as a
stockholder, principal, partner, member, agent, investor, proprietor, director, manager,
trustee, officer, employee, or consultant, or in any other capacity; provided, however,
that your ownership of securities of two percent (2%) or less of any publicly traded class
of securities of a public company shall not violate this paragraph. 



     d.    
          Non-Solicitation of Clients. You agree that, during your employment and
          for 180 days from the date your employment ends, for whatever reason, (“the
          Non-Solicitation Period”), you shall not, directly or indirectly, recruit,
          solicit or otherwise induce or influence any proprietor, partner, shareholder,
          member, director, manager, officer, employee, agent, joint venture, or any other
          person that (i) has a business relationship with FBR and with whom you had
          access to proprietary information about or had contact with in connection with
          your employment, or (ii) had a business relationship with FBR at any time within
          the twelve-month period preceding the end of your employment and with whom you
          had access to proprietary information about or had contact with in connection
          with your employment, to discontinue, reduce or modify such business
          relationship with FBR. A “business relationship” is not limited to any
          person or entity with which FBR has a contractual relationship, but also
          includes, for purposes of this Agreement, any person or entity with which anyone
          at FBR has had substantial contact with for purposes of securing a contractual
          relationship with such person or entity. The Non-Solicitation Period will begin
          to run following the end of any applicable Notice Period. 



     e.    
          Non-Disparagement. You agree that throughout your employment and
          continuing after your employment ends, for whatever reason, that you will not,
          directly or indirectly, engage in any conduct that involves the maligning or
          publishing of written or oral statements or remarks (including, without
          limitation, the repetition or distribution of derogatory rumors, allegations,
          remarks, and/or negative reports or comments) which are disparaging,
          deleterious, or damaging to the integrity, reputation, or good will of FBR, or
          any of its officers or any of its employees in the context of their employment
          with FBR. 



These policies supersede any shorter
or equal notice period or non-solicitation obligations that you may have under separate
written agreement with FBR, but is not intended to shorten any longer notice period or
non-solicitation obligations. All other terms and conditions of your employment remain in
full force and effect. These policies are not intended to be, and should not be construed
as creating a contract guaranteeing employment for any specific duration. The relationship
between you and FBR is one of at will employment. Either you or FBR may terminate your
employment at any time for any lawful reason or no reason. 



You and FBR agree that a breach (or
anticipatory breach) of the provisions of this Agreement would cause FBR irreparable harm,
and that FBR shall be entitled to temporary and permanent injunctive relief without the
necessity of proving actual damages. You agree that FBR shall be entitled to such
injunctive relief, including temporary restraining orders, preliminary injunctions and
permanent injunctions, without the necessity of posting bond or other undertaking in
connection therewith. Any such requirement of a bond or undertaking in excess of $1,000 is
hereby waived by you. 



If the final judgment of a court of
competent jurisdiction declares that any term or provision of this Agreement is invalid or
unenforceable within any jurisdiction, the parties agree that the court making the
determination of invalidity or unenforceability shall have the power to reduce the scope,
duration, or area of the term or provision, to delete specific words or phrases, or to
replace any invalid or unenforceable term or provision with a term or provision that is
valid and enforceable within such jurisdiction and that comes closest to expressing the
intention of the invalid or unenforceable term or provision, and this Agreement shall be
enforceable as so modified. Further, you agree that in the event of any such
determination, this Agreement shall be deemed to be a series of separate covenants, one
for each and every state of the United States of America, the District of Columbia, and
any territory or possession of the United States of America where this Agreement is
intended to be effective, and, notwithstanding your previous agreement to Virginia as your
choice of law this Agreement shall be governed by and construed in accordance with the
internal laws of the corresponding state of the United States of America, the District of
Columbia, territory or possession of the United States of America where this Agreement is
intended to be effective without regard to any otherwise applicable conflict of law
principles. Absent any determination that the Agreement is invalid or unenforceable,
Virginia law applies. 




Accepted:
______________________________________

Date: __________ 



     (1)    
          In cases of commissioned employees, FBR will pay base monthly pay on average of
          previous 6 months commissions.