OFFER OF EMPLOYMENT

Exhibit 10.35

February 17, 2000

Mr. Thomas S. Bednarik

10383 N 118th Place

Scottsdale, AZ 85259

Dear Tom:

On behalf of Vitrix Incorporated (the “Company”), a subsidiary of Vitrix, Inc. (f/k/a FBR Capital Corporation), I am pleased to offer you the position of CEO and President. In this position, you will be responsible for overall operations of the Company. Your election to the Board of Directors is expected to occur at the first Board meeting following your acceptance of this offer.

Terms of your employment at Vitrix include the following:

1.             Employment At Will.          The Company hereby employs you subject to the terms and conditions herein set forth. This employment relationship is an “at-will” relationship, which is severable at the pleasure of either you or the Company at any time, for any reason, with or without notice, with or without cause.

2.             Compensation.   Your initial base salary for this position shall be $115,000 annually, paid twice monthly in accordance with the Company’s payroll policy as in effect from time to time. You will also be paid a quarterly bonus payable in cash according to the schedule provided below if Vitrix’s revenues for the applicable quarter exceed the amount indicated below:

Quarterly Bonus Plan