EXHIBIT 10.4 CONTRIBUTION AGREEMENT

Exhibit 10.4

CONTRIBUTION AGREEMENT

by and between

FBR TRS HOLDINGS, INC.

and

FBR CAPITAL MARKETS CORPORATION

dated as of July 20, 2006

TABLE OF CONTENTS

EXHIBITS & SCHEDULES

(i)

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (this “ Agreement ”) is made as of this              day of July 20, 2006 by and between FBR TRS HOLDINGS, INC., a Virginia corporation (“ Contributor ”) and FBR CAPITAL MARKETS CORPORATION, a Virginia corporation (“ Acquirer ”).

RECITALS

A. Contributor is the record and beneficial owner of the equity interests set forth on Schedule 1 attached hereto (the “ Contributed Property ”).

B. Contributor desires to contribute the Contributed Property to Acquirer, on the terms and conditions hereinafter set forth.

C. Acquirer desires to acquire the Contributed Property from Contributor, on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

THE CONTRIBUTION

1.1 Contribution of Equity Interests . Contributor agrees to contribute, transfer, assign and convey the Contributed Property to Acquirer, and Acquirer agrees to acquire and accept transfer of the Contributed Property, pursuant to the terms and conditions set forth in this Agreement. The Contributed Property shall be transferred to Acquirer free and clear of any and all liens, encumbrances, security interests, prior assignments or conveyances, conditions, restrictions, voting agreements, claims, and any other matters affecting title thereto.

1.2 Consideration . The total consideration for which Contributor agrees to contribute and assign the Contributed Property to Acquirer, and which Acquirer agrees to pay to Contributor, subject to the terms of this Agreement, shall be 45,999,000 shares of common stock, par value $.001 per share, of Acquirer (the “ Consideration ”).

ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS

2.1 Representations and Warranties of Acquirer . Acquirer hereby represents and warrants to Contributor that the following statements are true, correct, and complete in all material respects as of the date of this Agreement and will be true, correct, and complete in all material respects as of the Closing Date:

(a) Organization and Power . Acquirer is a corporation duly organized and validly existing under the laws of the Commonwealth of Virginia, and has full right, power, and

authority to conduct its business as presently proposed to be conducted, to enter into this Agreement and to assume and perform all of its obligations under this Agreement; and the execution and delivery of this Agreement and the performance by Acquirer of its obligations under this Agreement have been duly authorized by all requisite action of Acquirer and require no further action or approval of Acquirer or of any other individuals or entities to constitute this Agreement as a binding and enforceable obligation of Acquirer, assuming due authorization, execution and delivery of this Agreement by Contributor; this Agreement is the valid and binding agreement of Acquirer, enforceable against Acquirer in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally, and by general principles of equity. Acquirer is duly qualified to do business and is in good standing in each jurisdiction where such qualification is required.

(b) Noncontravention . None of the entry into, the performance of, or the compliance with, this Agreement by Acquirer has resulted, or will result, in any violation of, default under, or the acceleration of, any obligation under the Acquirer’s articles of incorporation, bylaws, or any mortgage, indenture, lien agreement, note, contract, permit, judgment, decree, order, restrictive covenant, statute, rule, or regulation applicable to Acquirer.

(c) Consideration . The shares of common stock of Acquirer that comprise the Consideration have been duly authorized, and, when issued and delivered to the Contributor pursuant to this Agreement, will be validly issued, fully paid and nonassessable.

(d) Consents . Each consent, approval, authorization, order, license, certificate, permit, registration, designation, or filing by or with any governmental agency or body necessary for the execution, delivery, and performance of this Agreement or the transactions contemplated hereby by Acquirer has been obtained.

2.2 Representations and Warranties of Contributor . Contributor hereby represents and warrants to Acquirer that that the following statements are true, correct, and complete in all material respects as of the date of this Agreement and will be true, correct, and complete in all material respects as of the Closing Date:

(a) Organization and Power . Contributor is a corporation duly organized and validly existing under the laws of the Commonwealth of Virginia, and has full right, power, and authority to conduct its business as presently proposed to be conducted, to enter into this Agreement and to assume and perform all of its obligations under this Agreement; and the e