WARRANT FOR PURCHASE OF SHARES OF COMMON STOCK
                                       OF
                             FBR CAPITAL CORPORATION


                   THIS WARRANT IS SUBJECT TO THE RESTRICTIONS
                     ON TRANSFER SET FORTH ON PAGE 2 HEREOF


FOR VALUE RECEIVED,  Intergalactic Growth Fund, Inc. (the "Holder"), is entitled
to purchase from FBR Capital Corporation,  a Nevada Corporation (the "Company"),
at any time on or before  October 15, 1999,  Two Thousand  Five Hundred  (2,500)
fully paid and  nonassessable  shares of the Company's  common stock,  $.005 par
value (such class of stock being  hereinafter  referred to as the "Common Stock"
and such Common Stock as may be acquired upon exercise hereof being  hereinafter
referred to as (the  "Warrant  Stock") at an  exercise  price equal to $2.00 per
share (the "Warrant Exercise price").

This  Warrant  has been  issued to the Holder by the  Company  pursuant  to that
certain letter  agreement  dated  September 22, 1996 between the Company and the
Holder.

This Warrant is subject to the following provisions, terms and conditions:

1) The rights  represented by this Warrant may be exercised by the Holder,  only
in the full amount of the Warrant,  by written  notice of exercise  delivered to
the Company and  accompanied  by the  surrender of this Warrant at the principal
office of the Company and upon  payment by the Holder to the  Company,  by cash,
certified  check or bank draft,  of the Warrant  Exercise Price for such shares.
The  Warrant  Stock so  purchased  shall be  deemed  issued  as of the  close of
business  on the date on which this  Warranty  shall have been  surrendered  and
payment of the Warrant Exercise Price has been made to the Company. Certificates
for the shares of Warrant  Stock so  purchased  shall be delivered to the Holder
within thirty (30) days after the rights  represented by this Warrant shall have
been exercised.

2) The Company covenants and agrees that all shares of Warrant Stock that may be
issued upon the exercise of this Warrant will, upon issuance, be duly authorized
and  issued,  fully paid and  nonassessable  and free from all taxes,  liens and
charges with respect to the issuance thereof.  The Company further covenants and
agrees that until expiration of this Warrant, the Company will at all times have
authorized  and  reserved  for the  purpose of  issuance  upon  exercise of this
Warrant,  a  sufficient  number of shares of  Common  Stock to  provide  for the
exercise of this Warrant.

3) The provisions in this Warrant relating to the Warrant Exercise Price and the
number of shares of Warrant  Stock to be issued upon  exercise  of this  Warrant
shall be subject to adjustment from time to time as hereinafter provided:

     (a) In case the Company shall at any time subdivide its outstanding  Common
Stock into a greater  number of shares or declare a dividend on its Common Stock
payable in Common Stock, the Warrant Exercise Price in effect  immediately prior
to such subdivision shall be proportionally  reduced and the number of shares of
Common  Stock  purchasable  pursuant  to this  Warrant  shall be  proportionally
increased and, conversely,  in case the Company's outstanding Common Stock shall
be  combined  into a smaller  number of shares,  the Warrant  Exercise  Price in
effect immediately prior to such combination shall be proportionately  increased
and the number of shares of Common  Stock  purchasable  upon the exercise of the
Warrant shall be proportionately reduced.

     (b) If any capital  reorganization or reclassification of the capital stock
of the  Company,  or  consolidation  or  merger  of  the  Company  with  another
corporation,  or the sale of all or  substantially  all of its assets to another
corporation  shall be effected in such a way that  holders of Common Stock shall
be entitled to receive stock, securities or assets ("Substituted Property") with
respect to or in exchange for such Common 
<PAGE>
Stock,  then,  the Holder  shall have the right to purchase and receive upon the
basis and upon the terms and conditions  specified in this Warrant,  and in lieu
of the  Common  Stock  of the  Company  immediately  therefore  purchasable  and
receivable upon the exercise of the rights represented  hereby, such Substituted
Property  as would  have  been  issued  or  delivered  to the  Holder  if it had
exercised this Warrant and had received upon exercise of this Warrant the Common
Stock prior to such reorganization, reclassification,  consolidation, merger, or
sale,  unless prior to the  consummation  thereof the successor  corporation (if
other  than the  Company)  resulting  from such  consolidation  or merger or the
corporation  purchasing such assets shall assume, by written instrument executed
and mailed to the Holder at the last  address  of the  Holder  appearing  on the
books of the Company,  the obligation to deliver to the Holder such  Substituted
Property as, in  accordance  with the  foregoing  provisions,  the Holder may be
entitled to purchase.

4) This  Warrant  shall not  entitle  the Holder to any  voting  rights or other
rights as a shareholder of the Company.

5) The Holder,  by  acceptance  hereof,  represents  and warrants that (a) it is
acquiring this Warrant for its own account for investment  purposes only and not
with a view to its resale or distribution,  and (b) it has no present  intention
to resell or otherwise  dispose of all or any part of this  Warrant.  Other than
pursuant to registration  under Federal and applicable  state securities laws or
an  exemption  from such  registration,  neither  this  Warrant nor any share of
Warrant Stock may be sold,  pledged,  assigned or otherwise disposed of (whether
voluntarily or involuntarily) by the holder unless the Company receives from the
transferee such  representations  and agreements as the Company shall determine,
in its sole discretion, are necessary and appropriate to permit such transfer to
be made pursuant to exemptions  from  registration  under Federal and applicable
state securities laws. Each certificate representing this Warrant and any shares
of Warrant Stock shall bear appropriate legends setting forth those restrictions
on  transferability.  The Holder, by acceptance  hereof,  agrees to give written
notice to the  Company  at least  thirty-five  (35)  days  before  any  proposed
transfer of this warrant or any shares of Warrant Stock  describing  briefly the
manner of any proposed  transfer.  Within thirty (30) days after  receiving such
written notice, the Company shall notify the Holder whether such transfer may be
effected and of the conditions to any such transfer.

6) This Warrant  shall be  transferable  only on the books of the Company by the
Holder in person, or by duly authorized attorney,  on surrender of this Warrant,
properly assigned.

7) Neither this Warrant nor any terms hereof may be changed, waived,  discharged
or terminated  orally but only by an  instrument in writing  signed by the party
against which  enforcement  of the change,  waiver,  discharge or termination is
sought.

IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be executed on its
behalf by its duly authorized officer on the ___day of October, 1996.

                                                    FBR CAPITAL CORPORATION

                                                    By__________________________
                                                           Its President

THE SECURITIES  EVIDENCED  HEREBY HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT'),  OR UNDER APPLICABLE STATE SECURITIES LAWS.
THESE  SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT AND MAY NOT BE OFFERED FOR
SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF,
AND NO TRANSFER OF THE  SECURITIES  WILL BE MADE BY THE COMPANY OR ITS  TRANSFER
AGENT IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL ACCEPTABLE TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.