SEVERANCE AGREEMENT AND GENERAL RELEASE

     This Severance  Agreement and General Release (the  "Agreement") is entered
into this 25th day of October,  1999, between Philip R. Shumway ("Mr.  Shumway")
and Vitrix Incorporated, an Arizona corporation ("Vitrix" or the "Company").

     WHEREAS,  the Company  and Mr.  Shumway  wish to  terminate  Mr.  Shumway's
employment with Vitrix; and

     NOW,  THEREFORE,  in light of the foregoing,  and in  consideration  of the
mutual  covenants and promises set forth herein,  Mr.  Shumway and Vitrix hereby
agree as follows:

1. TERMINATION.

     a. Mr. Shumway and Vitrix hereby  terminate  Mr.Shumway's  employment  with
Vitrix effective October 31, 1999.

     b. The Employment Agreement, dated February 16, 1999, by and between Vitrix
and Mr. Shumway, attached hereto as EXHIBIT "A" (the "Employment Agreement"), is
hereby  terminated by mutual  agreement,  effective  October 31, 1999. Except as
otherwise provided in this Agreement,  the Employment  Agreement shall impose no
surviving obligations on either Mr. Shumway or the Company.

2. CONFIDENTIAL INFORMATION.

     a. Mr. Shumway agrees that, as a principal  executive officer of Vitrix, he
has had access to  confidential  information.  For  purposes of this  Agreement,
"Confidential  Information" includes, but is not limited to, the following:  all
confidential  information  which Mr. Shumway  possesses  regarding the business,
properties,  operations, and finances of the Company; the identity of clients or
customers or potential clients or customers of the Company;  any written,  typed
or printed lists, or other materials identifying the clients or customers of the
Company;  any other  financial  or other  information  supplied  by  clients  or
customers of the Company; any and all data or information involving the Company,
its  programs,  methods,  or contacts in the  conduct of their  businesses;  any
lists, documents, manuals, records, forms, or other material used by the Company
in the  conduct  of their  businesses;  and any  other  secret  or  confidential
information concerning the business or affairs of the Company. The terms "list,"
"document" or other equivalents, as used in this paragraph, are not limited to a
physical  writing  or  compilation,  but also  include  any and all  information
whatsoever  regarding the subject matter of the "list" or "document," whether or
not such compilation has been reduced to writing. Mr. Shumway agrees that all of
the  Confidential  Information  which  he may now  possess  in  relation  to the
business, properties, operations, and finances of the Company has not, and shall
not, be published, disclosed, or made accessible, directly or indirectly, by him
to any other person or business  entity,  either during or after the termination
of Mr.  Shumway's  employment by Vitrix.  Mr.  Shumway  further  agrees that the
Company's  Confidential  Information  constitutes trade secrets under applicable

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law and such information is the sole property of the Company and is essential to
the protection of its good will and the maintenance of its competitive position,
and,  accordingly,  shall be kept secret.  Mr. Shumway further  acknowledges and
agrees that the Company has taken  reasonable  efforts and  measures to maintain
and preserve the secrecy of its Confidential Information.

     b. Mr. Shumway  warrants and represents that all  Confidential  Information
and property,  including any computers and/or software,  and all files,  whether
hard or electronic,  which were in his  possession  relating to the Company have
been returned to Vitrix,  and that Mr.  Shumway has not retained  copies of such
files, whether hard or electronic.

     c. Mr.  Shumway  agrees to keep the  contents  and terms of this  Agreement
confidential and will not disclose or communicate to anyone,  including, but not
limited to, other persons,  the media or other public or private  forum,  except
that:  (1) Mr. Shumway may  communicate  said content and terms to his attorneys
and  attorneys'  staff and  others  under  his  attorneys'  control  who have an
absolute need to know the content and terms hereof,  provided that these persons
shall agree to maintain the  confidentiality of said content and terms and to be
bound by the terms of this  confidentiality  provision;  and (2) Mr. Shumway may
disclose said content and terms to the United States Internal Revenue Service or
any state or local  department of revenue,  as required by any such agency,  for
payment of his taxes or otherwise as required by law.

     3. COVENANT NOT TO COMPETE. Mr. Shumway acknowledges and agrees that he has
substantial  experience in the labor management  industry and possesses special,
unique,  extraordinary  skills and  knowledge  in this  field.  Accordingly,  by
execution of this  Agreement,  Mr.  Shumway agrees that, for a period of one (1)
year  commencing on the date of this  Agreement,  Mr. Shumway shall not, for any
reason,  directly or indirectly,  compete with the Company. For purposes of this
Agreement,  Mr.  Shumway  shall be deemed to compete with Vitrix if he takes any
measures,  actively or passively,  directly or indirectly, to obtain employment,
or should  accept any  employment  with any of the Company's  competitors  as an
employee, consultant, or otherwise.

     4. RELEASE.

     a. Mr. Shumway hereby knowingly,  voluntarily, and irrevocably releases and
discharges  the  Company,  its  stockholders,   officers,   directors,   agents,
representatives,  attorneys,  servants,  employees,  consultants,  predecessors,
successors,   subsidiaries,  parents,  divisions,  other  corporate  affiliates,
assigns and all persons or entities  acting by,  through,  under,  or in concert
with  any  of  them  (hereinafter  collectively  referred  to as  the  "Released
Parties") from any and all claims, demands,  liabilities,  judgements,  damages,
expenses,  or  causes  of  action  of any kind or  nature  whatsoever  which Mr.
Shumway, his heirs, personal representatives, and assigns, and each of them, may
have had or may now or hereafter  have or assert,  whether now known or unknown.
The claims  which are  waived,  released  and  discharged  include,  but are not
limited to,  breach of express or implied  contract;  breach of the  covenant of
good faith and fair dealing; wrongful discharge; public policy torts of any kind
or nature; promissory estoppel;  unjust enrichment;  discrimination on the basis
of age, sex, religion,  handicap,  disability, race, country of national origin,
or any  other  reason  prohibited  by  applicable  law;  claims  under  the  Age

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Discrimination  in  Employment  Act (the  "ADEA"),  the  Older  Workers  Benefit
Protection  Act, the Family and Medical Leave Act, Title VII of the Civil Rights
Act of 1964,  the Equal Pay Act,  the Fair Labor  Standards  Act,  the  Employee
Retirement  Income Security Act of 1974, or the Americans with Disabilities Act,
all as amended,  the Arizona  Civil Rights Act; or any other  federal,  state or
local law,  regulation or  ordinance;  tort claims of any kind  whatsoever;  any
other common-law or statutory claims;  claims for salary,  wages,  vacation pay,
severance  pay,  bonus  payments,  or  earnings  of any  kind,  fringe  benefits
(including  the  automotive  and  golf  expenses  set  forth  in the  Employment
Agreement),  medical or hospital  expenses  or  benefits,  litigation  expenses,
attorneys' fees,  employment  reinstatement,  compensatory  damages of any kind,
liquidated or statutory damages, punitive damages, and any and all other damages
arising out of or connected in any way  whatsoever  with the  employment  of Mr.
Shumway by Vitrix at any time, or with the termination of such employment.

     b. Mr. Shumway hereby  knowingly,  voluntarily  and  irrevocably  releases,
acquits and forever  discharges the Released  Parties,  or any of them, from all
causes of action and claims which could be brought against the Released Parties,
or any of them, arising out of the Employment Agreement, or any other agreement,
oral or otherwise, or document executed by Mr. Shumway and the Released Parties,
or any of them, in relation to or in  connection  with Mr.  Shumway'  employment
with Vitrix or any other affiliated company, as applicable.  Mr. Shumway further
warrants  that he has not  assigned any cause of action  released  herein to any
other person or entity prior to the  execution of this  Agreement.  In addition,
and in particular, Mr. Shumway, knowingly, voluntarily and irrevocably releases,
acquits and forever  discharges  the Released  Parties from all causes of action
and claims which were or could have been brought or asserted in connection  with
his employment with Vitrix.

     c.  Mr.  Shumway  agrees  and  covenants  not to sue  or  bring,  commence,
institute,  maintain, or prosecute any action at law or proceeding in equity, or
any legal or  administrative  proceeding,  arbitration or mediation  whatsoever,
based in whole or in part,  arising out of or  connected  in any way  whatsoever
with,  the  employment  of Mr.  Shumway  by  Vitrix,  the  termination  of  such
employment, the Employment Agreement, any other agreement, oral or otherwise, or
document executed by Mr. Shumway and any of the Released Parties in relation to,
or in connection with Mr. Shumway' employment with any of the Released Parties.

     d. By signing  this  Agreement,  Mr.  Shumway  does not waive his rights or
claims under the ADEA that may arise  thereunder  out of  incidents  which occur
after the date upon which Mr. Shumway signs this  Agreement.  Mr. Shumway hereby
acknowledges  that the waiver of rights or claims  under the ADEA is in exchange
for  consideration  in addition  to  anything of value to which Mr.  Shumway' is
already entitled.

5. PAYMENTS BY VITRIX TO MR. SHUMWAY. In consideration of the general release of
all claims,  covenant not to sue, and other commitments detailed herein,  Vitrix
agrees to provide Mr. Shumway with the items listed below (the "Severance Pay").

     a.  Severance pay equal to amount to his current Base Salary (as defined in
Section 3 of the  Employment  Agreement)  at the rate  currently  being paid Mr.
Shumway and as set forth in Section 3(a) of the Employment Agreement.

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     b. A cash payment equal to $3,846.40,  which shall  represent  compensation
for  accrued  vacation  time.  Payment  of the  latter  amount  shall be made on
November 6, 1999.

     c. The  continuation of medical and dental benefits  currently  provided to
Mr.  Shumway until the earlier of the  expiration of the terms of the Employment
Agreement or the receipt by Mr.  Shumway of  comparable  benefits in  connection
with any new employment obtained by Mr. Shumway.

     d. Stock options to purchase an aggregate of 120,000 shares of Vitrix, Inc.
(formerly known as FBR Capital Corporation) common stock (AFTER giving effect to
the exchange of Vitrix  Incorporated  common  stock for FBR Capital  Corporation
common  stock in  connection  with  the  April  1999  transaction  between  such
companies (the "Transaction")). The term and expiration of such options shall be
as set forth in the original  option grants.  The exercise price of such options
shall also be as set forth in the original option grants, as adjusted to reflect
the Transaction. All other stock options previously granted to Shumway by Vitrix
Incorporated  or Vitrix,  Inc. shall  terminate as of the effective date of this
Agreement.

     e. All of the  payments  and  benefits  set forth in this Section 5 will be
paid and provided contingent upon Mr. Shumway's continued compliance with all of
the terms of this Agreement, including those terms in Sections 2 and 3 hereof.

6. ENFORCEABILITY AND REMEDIES.

     a. The parties hereto agree that the scope of the  restrictions  imposed by
Sections 2 and 3 of this  Agreement are necessary and  reasonable to protect the
Company in the conduct of their  businesses,  and as such,  are  enforceable  as
written.  However,  in the event that a court of competent  jurisdiction  should
decline to enforce any  provision of this  Agreement,  it is intended and agreed
that  the  court  may and  should  modify  such  provision  so as to  render  it
enforceable.

     b. The  parties  hereto  agree that  irreparable  injury will result to the
Company  in  the  event  that  Mr.  Shumway  violates  Sections  2 or 3 of  this
Agreement.  The parties agree and  acknowledge  that the remedies at law for any
such breach of Sections 2 or 3 would be inadequate and that the Company shall be
entitled  to  injunctive  relief  against  Mr.  Shumway in addition to any other
remedy and damages available.

7. GENERAL.

     a. This  Agreement is entered into and shall be  interpreted,  enforced and
governed  by the laws of the State of  Arizona,  regardless  of conflict of laws
rules under Texas law. Any action regarding this agreement shall be brought in a
court in Maricopa County,  Arizona. In any proceeding to enforce this Agreement,
the  non-prevailing  party will pay the costs and reasonable  attorneys' fees of
the prevailing party.

     b. Mr. Shumway  warrants that no promise or agreement not expressed  herein
has been made to him; that in executing this  Agreement,  he is not relying upon
any statement or representation  made by any other party, its agents or servants
concerning  the merits of any claim or the  nature,  extent or  duration  of any
damages concerning this Agreement,  or concerning any other thing or matter, but
is relying solely upon his own judgement;  that the  above-mentioned sum and the

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general release of all claims and other commitments against the Released Parties
are in full and final settlement and satisfaction of all of the aforesaid claims
and demands  whatsoever;  that Mr. Shumway' is legally competent to execute this
agreement of his own free will after he has consulted  with his  attorneys;  and
that Mr. Shumway has had the Agreement and its binding  effect  explained to him
by his attorneys.

     c. This  Agreement  contains the entire  agreement  between the parties and
supercedes  any and all  other  agreements  or  understandings  relating  to the
subject matter of this Agreement.

     d. This Agreement may be executed in counterparts, and will be deemed to be
binding and final when the parties  hereto have executed a  counterpart  hereof,
said Agreement to be effective from the date first-above written.

     E. MR.  SHUMWAY HAS SEVEN (7) BUSINESS DAYS AFTER SIGNING THIS AGREEMENT TO
REVOKE  THIS  AGREEMENT.  ANY  REVOCATION  MUST BE IN WRITING AND  ADDRESSED  TO
GREGORY R. HALL AND MUST BE  TRANSMITTED  TO AND  RECEIVED BY SQUIRE,  SANDERS &
DEMPSEY  L.L.P.,  40  NORTH  CENTRAL  AVENUE,   SUITE  2700,  PHOENIX,   ARIZONA
85004-4441,  WITHIN TEN (10) DAYS FOLLOWING THE SIGNING OF THE AGREEMENT. IF MR.
SHUMWAY DOES NOT TIMELY REVOKE THIS AGREEMENT, ITS TERMS AND CONDITIONS SHALL BE
FINAL AND BINDING.

     f.  The  Company  hereby  acknowledges  that it is  aware  of no  facts  in
existence as of the date of this  Agreement  that would  provide a basis for any
claim by the Company against Mr. Shumway.


                            [Signature page follows]

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                                        /s/ Philip R. Shumway
                                        ----------------------------------------
                                            Philip R. Shumway



                                        VITRIX, INC.


                                        By: /s/ Michael A. Wolf
                                            ------------------------------------
                                            Its: President & CEO
                                                 -------------------------------

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State of Arizona     )
                     ) ss.
County of Maricopa   )

     On this 25th day of October,  1999, before me personally appeared Philip R.
Shumway who voluntarily  executed the foregoing  Severance Agreement and General
Release.


                                        /s/ Ruth Anne Patterson
                                        ----------------------------------------
                                                    Notary Public

My Commission Expires:

June 1, 2002
-------------------------------



State of Arizona     )
                     ) ss.
County of Maricopa   )

     On this 8th day of October,  1999, before me personally appeared Michael A.
Wolf, who  voluntarily  executed the foregoing  Severance  Agreement and General
Release on behalf of Vitrix, Inc., as its duly authorized agent.


                                        /s/ Anna M. Belton
                                        ----------------------------------------
                                                     Notary Public

My Commission Expires:

March 15, 2003
-------------------------------