STATEMENT OF RIGHTS, PREFERENCES, PRIVILEGES AND
          RESTRICTIONS OF SERIES B CONVERTIBLE PREFERRED STOCK PURSUANT
                        TO NEVADA STATUTES SS.SS.78.195

The name of the corporation is FBR Capital Corporation.

The resolution set forth below was duly adopted by the Board of Directors of FBR
Capital Corporation on March 31, 1999;

WHEREAS,  the Articles of Incorporation of this corporation  provide for a class
of shares known as preferred  stock,  issuable  from time to time in one or more
series; and

WHEREAS,  the Board of Directors of this corporation are authorized to determine
or alter the rights,  preferences,  privileges,  and restrictions  granted to or
imposed upon any wholly unissued series of preferred stock, to fix the number of
shares  constituting any such series, and to determine the designation  thereof,
or any of them; and

WHEREAS,  the corporation has issued shares of Series A of such preferred stock,
all of which have heretofore  been redeemed,  and the Board of Directors of this
corporation desire,  pursuant to their authority as aforesaid,  to determine and
fix  the  rights,  preferences,  privileges,  and  restrictions  relating  to an
additional series of said preferred stock and the number of shares  constituting
and the designation of said shares;

NOW, THEREFORE, BE IT RESOLVED THAT:

                     A. SERIES B CONVERTIBLE PREFERRED STOCK

1. DESIGNATION OF SERIES

There is  hereby  provided  a series of  Preferred  Stock,  designated  Series B
Convertible Preferred Stock.

2. NUMBER OF SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK

The number of shares  constituting  the Series B Convertible  Preferred Stock is
fixed at 10,000,000.

3. EXCHANGE AGREEMENT.

The  Series B  Convertible  Preferred  Stock  shall be issued  pursuant  to that
certain  Exchange  Agreement  dated  April,  1999  by and  between  FBR  Capital
Corporation,   a  Nevada  corporation  and  Vitrix   Incorporated,   an  Arizona
corporation.
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4. DIVIDEND PROVISIONS

The holders of shares of Series B Convertible  Preferred Stock shall participate
with the holders of the corporation's common stock in the accrual and payment of
dividends on an "as converted" basis.

5. LIQUIDATION PREFERENCE

In the event of any  liquidation,  consolidation  or merger of this  corporation
with or into any other  corporation  or the  dissolution  or  winding up of this
corporation,  or any partial  liquidation  effected by means of  distribution of
assets or return of capital,  either  voluntary or  involuntary,  the holders of
shares of Series B Convertible  Preferred Stock shall be entitled to receive,  a
pro-rata  share  of any  assets  available  for  distribution  to  all  of  this
corporation's shareholders on an as "as converted" basis.

6. REDEMPTION

The corporation has no right to redeem any Series B Convertible Preferred Stock

7. CONVERSION

The Series B Convertible Preferred Stock shall be convertible into shares of the
common stock of this corporation rights as follows:

(a)  CONVERSION  RATIO. The Conversion Ratio per share at which shares of common
     stock shall be issuable upon  conversion of Series B Convertible  Preferred
     Stock  after the date  hereof  shall be one share of common  stock for each
     share of Series B Convertible Preferred Stock.

          The  Conversion  Ratio will be subject to adjustment in the event this
     corporation  shall do any of the  following:  (i) pay a dividend  or make a
     distribution in shares of its capital stock (whether shares of Common Stock
     or of  capital  stock of any other  class),  to the  holders  of its Common
     stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine
     its outstanding  shares of Common Stock into a smaller number of shares, or
     (iv) issue by  reclassification of its shares of Common Stock any shares of
     capital  stock  of  this  corporation.  The  conversion  privilege  and the
     Conversion  Ratio in effect  immediately  prior to any such action shall be
     adjusted so that if the Series B Convertible  Preferred Stock is thereafter
     surrendered for  conversion,  a holder of Series B Preferred Stock shall be
     entitled  to  receive  the  number  of  shares  of  capital  stock  of this
     corporation or other rights which he would have owned immediately following
     such action had the Series B  Preferred  Stock been  converted  immediately
     prior  thereto.  An adjustment so made shall become  effective  immediately
     after the record date in the case of a dividend or  distribution  and shall
     become  effective  immediately  after the  effective  date in the case of a
     subdivision,  combination  or  reclassification.  If,  as a result  of such
     adjustment,  a holder of Series B Preferred Stock shall become entitled, if
     the Series B Preferred Stock is thereafter  surrendered for conversion,  to
     receive shares of two or more classes of capital stock of this  corporation
     or  other  rights,  the  Board  of  Directors  of this  corporation,  whose
     determination shall be conclusive, shall determine the allocation of the
<PAGE>
     adjusted  conversion  ratio  between  or among  shares of such  classes  of
     capital stock or other rights.  Except in the cases  enumerated  above, the
     Conversion Ratio will not be adjusted for the issuance of Common Stock.

          In the case of any  reclassification  or  change in the  Common  Stock
     (other than a change in par value or a subdivision or  combination)  or any
     consolidation  or merger of this  corporation with or into any other person
     (other than a merger with a person not affiliated with this  corporation in
     which  this  corporation  is the  surviving  corporation),  or any  sale or
     transfer of substantially all the assets of this corporation, any holder of
     Series B Preferred Stock will be entitled, after the occurrence of any such
     event,  to  receive  on  conversion  of the  Series B  Preferred  Stock the
     consideration  which  the  holder  would  have  received  had  such  holder
     converted  immediately prior to the occurrence of such event and thereafter
     the number of such other shares so receivable upon conversion of the Series
     B  Preferred  Stock shall be subject to  adjustment  from time to time in a
     manner and on terms as nearly  equivalent as  practicable to the provisions
     with  respect to the Common Stock as described  herein;  provided  however,
     that  the  foregoing  provisions  shall  not  be  applicable  to any of the
     transactions contemplated by the Exchange Agreement.

(b)  MANDATORY  CONVERSION.  Subject to subparagraph (e) of this Section 7, each
     share of  Series  B  Convertible  Preferred  Stock  shall be  automatically
     converted when the Board of Directors of this corporation has determined in
     good faith that there is a  sufficient  number of  authorized  but unissued
     shares of its common stock to effect such conversion in accordance with the
     terms of the Series B Convertible Preferred Stock.

(c)  MECHANICS OF CONVERSION. Each certificate evidencing any of the outstanding
     shares of Series B Convertible Preferred Stock shall, upon such conversion,
     be deemed to be a  certificate  evidencing  the  number of shares of common
     stock  into  which  the  Series  B  Convertible  Preferred  Stock  has been
     converted.   Each  share  of  Series  B  Convertible   Preferred  Stock  is
     convertible in whole but not in part.

(d)  NO IMPAIRMENT.  This corporation will not, by amendment, of its Articles of
     Incorporation or sale of assets, consolidation,  merger, dissolution, issue
     or sale of securities or any other voluntary action, avoid or seek to avoid
     the  observance  or  performance  of any of the  terms  to be  observed  or
     performed  hereunder  by this  corporation,  but will at all  times in good
     faith assist in the carrying  out of all the  provisions  of this Section 7
     and in the taking of all such action as may be necessary or  appropriate in
     order to  protect  the  Conversion  Rights of the  holders  of the Series B
     Convertible Preferred Stock against impairment.

(e)  NO  FRACTIONAL  SHARES AND  CERTIFICATES  AS TO  ADJUSTMENT.  No fractional
     shares shall be issuable upon conversion.  If more than one share of Series
     B Convertible Preferred Stock is surrendered for conversion at any one time
     by the same holder,  the number of shares of common stock to be issued upon
     conversion  thereof shall be computed on the basis of the aggregate  number
     of shares of Series B Convertible  Preferred Stock so  surrendered.  If any
     fractional  interest in a common share would,  except for the provisions of
     this subparagraph 7(e), be
<PAGE>
     deliverable upon conversion of Series B Convertible  Preferred Stock,  this
     corporation  shall pay to the holders of such converted  stock an amount in
     cash equal to the current fair value of such fractional interest.

(f)  ACTION TO AUTHORIZE  SUFFICIENT  SHARES OF COMMON STOCK. If at any time the
     number of  authorized  but  unissued  shares of common  stock  shall not be
     sufficient to effect the conversion of all then  outstanding  shares of the
     Series B  Convertible  Preferred  Stock,  this  corporation  will take such
     corporate  action as may, in the opinion of its  counsel,  be  necessary to
     increase its authorized but unissued  shares of common stock to such number
     of shares as shall be sufficient for such purposes.

(g)  RESERVATION  OF  STOCK  ISSUABLE  UPON  CONVERSION.  When the  Articles  of
     Incorporation  of this  corporation  have been amended so as to authorize a
     sufficient number of shares of common stock to permit the conversion of all
     of the  Series  B  Convertible  Preferred  Stock,  this  corporation  shall
     thenceforth  at all times reserve and keep  available out of its authorized
     but unissued shares of common stock solely for the purpose of affecting the
     conversion of the shares of the Series B Convertible  Preferred  Stock such
     number  of its  shares  of  common  stock  as  shall  from  time to time be
     sufficient to effect the conversion of all outstanding shares of the Series
     B Convertible Preferred Stock.

(h)  NOTICES.  Any notice  required by the  provisions  of this  Section 7 to be
     given to the holder of shares of Series B Convertible Preferred Stock shall
     be deemed given if deposited in the United  States mail,  postage  prepaid,
     and  addressed  to each  holder of record at his address  appearing  on the
     books of this corporation.

8. VOTING RIGHTS

Each holder of the Series B Convertible Preferred Stock shall be entitled to the
number of votes equal to the number of shares of common  stock into which shares
of Series B Convertible  Preferred Stock would be convertible if fully converted
on the record date for such  shareholder  vote and shall have voting  rights and
powers  equal to the voting  rights and  powers of the common  stock  (except as
otherwise provided herein or as required by law, voting together with the common
stock as a single  class) and shall be entitled  to notice of any  shareholders'
meeting in accordance with the Bylaws of this corporation.

9. PROTECTIVE PROVISIONS

(a)  APPROVAL  OF  CERTAIN  ACTIONS.  So long as shares of Series B  Convertible
     Preferred Stock are outstanding,  this corporation  shall not without first
     obtaining the approval (by vote or written consent,  as provided by law) of
     the
<PAGE>
     holders  of at least  sixty-seven  percent  (67%)  of the then  outstanding
     shares of Series B Convertible Preferred Stock, voting together as a single
     class.

     (i)  Redeem,  purchase or  otherwise  acquire for value (or pay into or set
aside  for a  sinking  fund for such  purpose)  any  share or shares of Series B
Convertible  Preferred Stock other than by conversion in accordance with Section
7 hereof;

     (ii) Redeem,  purchase or otherwise acquire (or pay into or set aside for a
sinking fund for such purpose) any of the common stock of this corporation.

     (iii) Authorize, designate or issue, or obligate itself to issue, any other
equity security (including any security  convertible into or exercisable for any
equity  security)  senior  to or on a  parity  with  the  Series  B  Convertible
Preferred Stock as to any of the rights, privileges or preferences of the Series
B Convertible Preferred Stock including, without limitation, method or nature of
payment of dividends,  terms of  redemption,  amounts  payable on liquidation or
dissolution  and seniority of preference  relative to other classes or series of
capital stock, sinking fund provisions, conversion rights and voting rights;

     (iv) Effect any sale,  lease,  assignment,  transfer or other conveyance of
all or  substantially  all of  the  assets  of  this  corporation  of any of its
subsidiaries,  or any  consolidation or merger involving this corporation or any
of its subsidiaries,  or any  reclassification  or other change of any stock, or
any recapitalization of this corporation;

     (v) Permit any subsidiary to issue or sell, or obligate  itself to issue or
sell, except to this corporation,  or any wholly owned subsidiary,  any stock of
such subsidiary; or

     (vi)  Increase or decrease  (other than by redemption  or  conversion)  the
total number of authorized shares of Series B Convertible Preferred Stock.

(b)  APPROVAL OF ADVERSE CHANGE. The corporation shall not amend its Articles of
     Incorporation  or Bylaws without the approval,  by vote or written consent,
     by the holders of  sixty-seven  percent  (67%) of the Series B  Convertible
     Preferred  Stock if such amendment would change or alter any of the rights,
     preferences  or privileges of the shares of Series B Convertible  Preferred
     Stock so as to affect  adversely  the shares of such Stock.  In  connection
     with  the  submission  of any  such  matter  to the  holders  of  Series  B
     Convertible  Preferred Stock for a vote, such holders shall be treated as a
     separate class for the purpose of determining  applicable notice, proxy and
     quorum  requirements  and the presence in person or by proxy of the holders
     of a majority of outstanding shares of Series B Convertible Preferred Stock
     shall be required in order for a quorum to be present  with  respect to any
     such matter. As to all matters on which the Series B Convertible  Preferred
     Stock is entitled to vote in accordance with the foregoing
<PAGE>
     provisions,  the holders of the Series B Convertible  Preferred Stock shall
     be  entitled  to cast one vote for each share held by them of record on the
     books of the Corporation.

(c)  Lawful Issuance.  If for any reason, the shares of common stock required to
     be  reserved  for  purposes  of  conversion  of the  Series  B  Convertible
     Preferred  Stock,  in the  opinion of legal  counsel  for the  corporation,
     require  registration with or approval of any governmental  authority under
     any federal or state law, or listing upon any national securities exchange,
     before such shares may be issued upon conversion,  the corporation shall be
     under no obligation to issue such securities until such securities shall be
     duly  registered,  approved or listed,  as the case may be. The corporation
     shall take such steps as are reasonable and  appropriate in the judgment of
     the Board of Directors to provide for the lawful issuance of such shares of
     common stock as are issuable upon such conversion.
<PAGE>
                                 B. COMMON STOCK

The following  provisions are intended to confirm, and not to modify, the rights
of the holders of the Common Stock pursuant to the Articles of Incorporation.

1. DIVIDEND RIGHTS

Subject  to the prior  rights of  holders  of all  classes  of stock at the time
outstanding having prior rights as to dividends, the holders of the common stock
shall be entitled to receive, when and as declared by the Board of Directors out
of any assets of this corporation legally available therefor,  such dividends as
may be declared from time to time by the Board of Directors.

2. LIQUIDATION RIGHTS

Upon the liquidation,  dissolution or winding up of the corporation,  the assets
of this corporation shall be distributed as provided in Section A.5 hereof.

3. VOTING RIGHTS

Subject to the rights of the  holders of Series B  Convertible  Preferred  Stock
provided in Section A.8 hereof,  the holder of each share of Common  Stock shall
have the right to one vote and shall be entitled to notice of any  shareholders'
meeting in accordance with the Bylaws of this corporation, and shall be entitled
to vote upon such matters and in such manner as are provided by law.

IN WITNESS  WHEREOF,  FBR Capital  Corporation  has caused this  statement to be
signed by Charles D. Snead, Jr., its President, this 31st day of March, 1999.


                                        FBR CAPITAL CORPORATION, a Nevada
                                        corporation



                                        By: /s/ Charles D. Snead
                                            ------------------------------------
                                            Charles D. Snead, Jr., President