FBR CAPITAL CORPORATION
                          1999 EQUITY COMPENSATION PLAN

1. PURPOSE

     The  purpose  of the Plan is to  advance  the  long-term  interests  of FBR
Capital Corporation by (i) motivating  executive personnel by means of long-term
incentive   compensation,   (ii)   furthering   the  identity  of  interests  of
participants  with those of the  shareholders  of the  Corporation  through  the
ownership  and  performance  of the Common  Stock of the  Corporation  and (iii)
permitting the Corporation to attract and retain executive  personnel upon whose
judgment  the  successful  conduct of the  business of the  Corporation  largely
depends.  Toward this  objective,  the  Committee  may grant  stock  options and
restricted   stock  awards  to  Key  Employees  of  the   Corporation   and  its
Subsidiaries, on the terms and subject to the conditions set forth in the Plan.

2. DEFINITIONS

     2.1  "Administrative   Policies"  means  the  administrative  policies  and
procedures  adopted and amended from time to time by the Committee to administer
the Plan.

     2.2  "Award"  means any form of stock  option  or  restricted  stock  award
granted under the Plan to a Participant by the Committee pursuant to such terms,
conditions, restrictions and limitations, if any, as the Committee may establish
by the Award Agreement or otherwise.

     2.3 "Award  Agreement"  means a written  agreement with respect to an Award
between the Corporation and a Participant  establishing  the terms,  conditions,
restrictions  and  limitations  applicable  to an Award.  To the extent an Award
Agreement is inconsistent  with the terms of the Plan, the Plan shall govern the
rights of the Participant thereunder.

     2.4 "Board" means the Board of Directors of the Corporation.

     2.5 "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

     2.6 "Committee means the Compensation Committee of the Board, or such other
committee  designated  by the Board,  authorized  to  administer  the Plan under
Section 3 hereof.

     2.7 "Common Stock" means Common Stock of the Corporation.

     2.8 "Corporation" means FBR Capital Corporation

     2.9 "Exchange Act" means the Securities Exchange Act of 1934, as amended.
<PAGE>
     2.10 "Key  Employee"  means an employee of the  Corporation or a Subsidiary
who holds a  position  of  responsibility  in a  managerial,  administrative  or
professional capacity, and whose performance,  as determined by the Committee in
the exercise of its sole and absolute discretion,  can have a significant effect
on the growth, profitability and success of the Corporation.

     2.11  "Participant"  means any individual to whom an Award has been granted
by the Committee under this Plan.

     2.12 "Plan"  means the FBR  Capital  Corporation  1999 Equity  Compensation
Plan.

     2.13  "Stock  Exchange"  means the stock  exchange  or other  market  price
reporting  system  (if any) on  which  the  Common  Stock is  traded  or  quoted
designated by the Committee.

     2.14 "Subsidiary" means a corporation or other business entity in which the
Corporation directly or indirectly has an ownership interest of fifty percent or
more.

3. ADMINISTRATION

     The Plan shall be administered under the supervision of the Committee.

     Members  of the  Committee  shall  serve at the  pleasure  of the  Board of
Directors,  and may resign by  written  notice  filed  with the Chief  Executive
Officer or the Secretary of the Corporation.

     A  vacancy  in the  membership  of the  Committee  shall be  filled  by the
appointment of a successor member by the Board of Directors.  Until such vacancy
is filled, the remaining members shall constitute a quorum and the action at any
meeting of a majority of the entire Committee, or an action unanimously approved
in writing,  shall  constitute  action of the Committee.  Subject to the express
provisions  of this Plan,  the  Committee  shall have  conclusive  authority  to
construe and interpret the Plan, any Award Agreement  entered into hereunder and
to establish,  amend and rescind Administrative  Policies for the administration
of this Plan and shall have such additional  authority as the Board of Directors
may from time to time determine to be necessary or desirable.

4. ELIGIBILITY

     Any Key Employee is eligible to become a Participant in the Plan.

                                      -2-
<PAGE>
5. SHARES AVAILABLE

     The  aggregate  number of shares of the  Corporation  for which options and
restricted  stock  awards  may be granted  under  this Plan shall be  3,000,000;
provided,  however,  that whatever number of shares shall remained  reserved for
issuance pursuant to the Plan at the time of any stock split,  stock dividend or
other change in the  Corporation's  capitalization  shall be  appropriately  and
proportionately  adjusted to reflect such stock  dividend,  stock split or other
change in  capitalization.  Such shares shall be made available from  authorized
but unissued or reacquired  shares of the  Corporation.  Any shares for which an
option or  restricted  stock award is granted  hereunder  that are released from
such option or restricted  stock award for any reason shall become available for
other options and awards to be granted under this Plan.

6. TERM

     The Plan shall become  effective  upon adoption of the Plan by the Board of
Directors of the Corporation. The Plan shall be submitted to the shareholders of
the  Corporation for approval within one year after its adoption by the Board of
Directors and, if the Plan shall not be approved by the shareholders within said
period, the Plan shall be void and of no effect. Any options or restricted stock
awards granted under the Plan prior to the date of approval by the  shareholders
shall be void if such shareholders' approval is not obtained..

7. PARTICIPATION

     The Committee shall select, from time to time,  Participants from those Key
Employees who, in the opinion of the Committee,  can further the Plan's purposes
and the Committee  shall determine the type or types of Awards to be made to the
Participant.  The terms,  conditions and restrictions of each Award shall be set
forth in an Award Agreement.

8. STOCK OPTIONS

     (a)  GRANTS.  Awards  may be granted  in the form of stock  options.  Stock
options may be incentive  stock options within the meaning of section 422 of the
Code or non-statutory stock options (i.e., stock options which are not incentive
stock  options),  or a  combination  of  both,  or any  particular  type  of tax
advantage option authorized by the Code from time to time.

     (b) TERMS AND  CONDITIONS  OF OPTIONS.  An option shall be  exercisable  in
whole or in such  installments  and at such  times as may be  determined  by the
Committee;  provided,  however,  that no stock option shall be exercisable  more
than ten years after the date of grant thereof.  The option exercise price shall
be established  by the Committee,  but such price shall not be less than the per

                                      -3-
<PAGE>
share fair market value of the Common Stock, as determined by the Committee,  on
the date of the stock  option's  grant  subject to  adjustment  as  provided  in
Sections 18 or 19 hereof.

     (c) RESTRICTIONS RELATING TO INCENTIVE STOCK OPTIONS.  Stock options issued
in the form of incentive  stock options  shall,  in addition to being subject to
all applicable terms, conditions, restrictions and/or limitations established by
the  Committee,  comply with section 422 of the Code.  Incentive  Stock  Options
shall be granted  only to  employees  of the  Corporation  and its  subsidiaries
within the meaning of Section 424 of the Code.  The aggregate  fair market value
(determined  as of the date the option is  granted)  of shares  with  respect to
which  incentive  stock  options  are  exercisable  for  the  first  time  by an
individual  during any  calendar  year (under this Plan or any other plan of the
Corporation or any Subsidiary which provides for the granting of incentive stock
options) may not exceed $l00,000 or such other number as may be applicable under
the Code from time to time.  Any  incentive  stock option that is granted to any
employee  who is, at the time the  option is  granted,  deemed for  purposes  of
section  422 of the  Code,  or any  successor  provision,  to own  shares of the
Corporation  possessing more than ten percent of the total combined voting power
of all classes of shares of the  Corporation or of a parent or subsidiary of the
Corporation,  shall have an option  exercise  price that is at least one hundred
ten  percent  of the fair  market  value of the  shares at the date of grant and
shall not be exercisable  after the expiration of five years from the date it is
granted.

     (d) ADDITIONAL TENTS AND CONDITIONS. The Committee may, by way of the Award
Agreement or otherwise,  establish  such other terms,  conditions,  restrictions
and/or  limitations,  if any, on any stock option  Award,  provided they are not
inconsistent  with the Plan including but not limited to provisions  relating to
(i) the vesting of such option,  (ii) payments to be made to the  Participant at
the time of exercise of such option  relating to any taxes  associated with such
exercise,  (iii) requirements  imposed on either the optionee or the Corporation
(or both) to purchase or sell the Common Stock  acquired  upon  exercise of such
option,  and (iv) the  exercisability  of such options upon the  termination  of
optionee's employment.

     (e) PAYMENT. Upon exercise, a participant may pay the option exercise price
of a stock option in cash or shares of Common  Stock,  or a  combination  of the
foregoing,  or such other  consideration as the Committee may deem  appropriate.
The Committee shall establish appropriate methods for accepting Common Stock and
may impose such  conditions  as it deems  appropriate  on the use of such Common
Stock to exercise a stock option.

9. RESTRICTED STOCK AWARDS

     (a) GRANTS.  Awards may be granted in the form of Restricted  Stock Awards.
Restricted  Stock  Awards  shall be awarded in such numbers and at such times as
the Committee shall determine.

     (b) AWARD  RESTRICTIONS.  Restricted  Stock Awards shall be subject to such
terms,  conditions,   restrictions,   or  limitations  as  the  Committee  deems
appropriate  including,  by way of  illustration  but not by way of  limitation,

                                      -4-
<PAGE>
restrictions  on  transferability,   requirements  of  continued  employment  or
individual  performance  or the financial  performance of the  Corporation.  The
Committee  may  modify,  or  accelerate  the  termination  of, the  restrictions
applicable  to a  Restricted  Stock Award under such  circumstances  as it deems
appropriate.

     (c)  RIGHTS AS  SHAREHOLDERS.  During  the  period in which any  restricted
shares of  Common  Stock  are  subject  to the  restrictions  imposed  under the
preceding  paragraph,  the  Committee  may,  in  its  discretion,  grant  to the
Participant to whom such  restricted  shares have been awarded all or any of the
rights of a  shareholder  with  respect  to such  shares,  including,  by way of
illustration but not by way of limitation,  the right to vote such shares and to
receive dividends.

     (d) EVIDENCE OF AWARD.  Any  Restricted  Stock Award granted under the Plan
may be evidenced in such manner as the Committee deems  appropriate,  including,
without limitation,  book-entry  registration or issuance of a stock certificate
or certificates.

10. PAYMENT OF AWARDS

     Except as otherwise  provided herein Award  Agreements may provide that, at
the discretion of the Committee,  payment of Awards may be made in cash,  Common
Stock, a combination of cash and Common Stock,  or any other form of property as
the  Committee  shall  determine.  Further,  the terms of Award  Agreements  may
provide  for  payment  of Awards in the form of a lump sum or  installments,  as
determined by the Committee.

11. DIVIDENDS AND DIVIDEND EQUIVALENTS

     If an Award  is  granted  in the  form of a  Restricted  Stock  Award,  the
Committee may choose,  at the time of the grant of the Award, to include as part
of such Award an  entitlement  to receive  dividends  or  dividend  equivalents,
subject to such terms, conditions,  restrictions or limitations,  if any, as the
Committee may  establish.  Dividends and dividend  equivalents  shall be paid in
such form and  manner and at such time as the  Committee  shall  determine.  All
dividends  or  dividend  equivalents  which are not paid  currently  may, at the
Committee's discretion,  accrue interest or be reinvested into additional shares
of Common Stock.

12. TERMINATION OF EMPLOYMENT

     The  Committee  shall  adopt   Administrative   Policies   determining  the
entitlement of  Participants  who cease to be employed by either the Corporation
or Subsidiary whether because of death, disability, resignation,  termination or
retirement  pursuant  to  an  established  retirement  plan  or  policy  of  the
Corporation or of its applicable Subsidiary.

                                      -5-
<PAGE>
13. ASSIGNMENT AND TRANSFER

     The  rights  and  interests  of a  Participant  under  the  Plan may not be
assigned,  encumbered  or  transferred  except,  in the  event of the death of a
Participant,  by will or the laws of descent and distribution,  except as may be
explicitly set forth in an Award Agreement.

14. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

     In the event of any  change in the  outstanding  shares of Common  Stock by
reason of any  reorganization,  recapitalization,  stock split,  stock dividend,
combination  or exchange of shares  merger,  consolidation  or any change in the
corporate  structure or shares of the Corporation,  the maximum aggregate number
and class of shares as to which  Awards  may be  granted  under the Plan and the
shares issuable  pursuant to then outstanding  Awards (and the exercise price of
any outstanding stock options) shall be appropriately  adjusted by the Committee
whose determination shall be final.

15. WITHHOLDING TAXES

     The  Corporation or the applicable  Subsidiary  shall be entitled to deduct
from any payment under the Plan,  regardless  of the form of such  payment,  the
amount  of all  applicable  income  and  employment  tax  required  by law to be
withheld with respect to such payment or may require the  Participant  to pay to
it such tax  prior to and as a  condition  of the  making  of such  payment.  In
accordance  with any  applicable  Administrative  Policies it  establishes,  the
Committee may allow a Participant  to pay the amount of taxes required by law to
be withheld from an Award by withholding from any payment of Common Stock due as
a result of such  Award,  or by  permitting  the  Participant  to deliver to the
Corporation  shares of Common Stock having a fair market value, as determined by
the Committee, equal to the amount of such required withholding taxes.

16. REGULATORY APPROVALS AND LISTINGS

     Notwithstanding  anything  contained  in  this  Plan to the  contrary,  the
Corporation  shall  have a no  obligation  to issue or deliver  certificates  of
Common Stock  evidencing  Restricted  Stock Awards or any other Award payable in
Common Stock prior to (a) the  obtaining of any approval  from any  governmental
agency which the  Corporation  shall,  in its sole  discretion,  determine to be
necessary or  advisable,  and (b) the  completion of any  registration  or other

                                      -6-
<PAGE>
qualification  of said shares  under any state or federal  law, or ruling of any
governmental body, that the Corporation shall, in its sole discretion, determine
to be necessary or advisable.

17. NO RIGHT TO CONTINUED EMPLOYMENT OR GRANTS

     Participation  in the Plan  shall  not give any Key  Employee  any right to
remain in the employ of the Corporation or any  Subsidiary.  The Corporation or,
in the case of employment with a Subsidiary, the Subsidiary,  reserves the right
to terminate  the  employment  of any Key Employee at any time.  The adoption of
this Plan shall not be deemed to give any Key  Employee or any other  individual
any right to be selected as a Participant, to be granted any Awards hereunder or
if granted an Award in any year, to receive Awards in any subsequent year.

18. AMENDMENT

     The Corporation, by action of its Board of Directors, reserves the right to
amend,  modify or  terminate  at any time this Plan,  or, by action of the Board
with  the  consent  of the  Participant,  to  amend,  modify  or  terminate  any
outstanding  option  agreement  or  restricted  stock  award,  except  that  the
Corporation may not, without further  shareholder  approval,  increase the total
number of shares as to which stock options may be granted under the Plan (except
increases  attributable  to the  adjustments  authorized  in section 14 hereof),
change the  employees  or class of  employees  eligible to receive  options,  or
materially  increase  the  benefits  accruing  to  Participants  under the Plan.
Moreover,  no action may be taken by the  Company  (without  the  consent of the
Participant)  that will impair the  validity of any option or  restricted  stock
award then  outstanding or that will prevent the incentive  stock options issued
or to be issued  under  this Plan from being  "incentive  stock  options"  under
Sections 422 of the Code, or any successor provision.

19. GOVERNING LAW

     The Plan shall be governed by and construed in accordance  with the laws of
the State of Nevada, except as preempted by applicable Federal law.

20. NO RIGHT, TITLE, OR INTEREST IN CORPORATION ASSETS

     No  Participant  shall  have any  rights  as a  shareholder  as a result of
participation  in the Plan until the date of issuance of a stock  certificate in
his name  except,  in the case of  Restricted  Stock  wards,  to the extent such
rights are granted to the Participant  under Section 9(c) hereof.  To the extent
any person acquires a right to receive payments from the Corporation  under this
Plan,  such rights shall be no greater than the rights of an unsecured  creditor
of the Corporation.

                                      -7-
<PAGE>
21. PAYMENT BY SUBSIDIARIES

     Settlement of Awards to employees of  Subsidiaries  shall be made by and at
the expense of such  Subsidiary.  Except as prohibited by law, if any portion of
an Award is to be settled in shares of Common Stock, the Corporation  shall sell
and transfer to the Subsidiary, and the Subsidiary shall purchase, the number of
shares necessary to settle such portion of the Award.