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
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.