EXHIBIT 2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT

LLC Membership Agreement

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FORTUNE ENTERTAINMENT CORPORATION | DIABETES EDUCATION SOURCES, LLC | FREEDOM MEDICAL SOURCES, LLC

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Title: EXHIBIT 2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT
Governing Law: Nevada Date: 8/13/2004
Law Firm: Goodman Brown & Premsrirut

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EXHIBIT 2

EXHIBIT 2.1

MEMBERSHIP INTEREST PURCHASE AGREEMENT

BETWEEN

FORTUNE ENTERTAINMENT CORPORATION

(to be known as MEDICAL SOLUTIONS CORPORATION)

AND

DIABETES EDUCATION SOURCES, LLC

AND

FREEDOM MEDICAL SOURCES, LLC

Dated as of August 13, 2004

MEMBERSHIP INTEREST PURCHASE AGREEMENT

MEMBERSHIP INTEREST PURCHASE AGREEMENT (the "Agreement"), dated as of

August 13, 2004 (the "Effective Date"), is entered into by and among the

following parties (collectively the "Parties"):

A. FORTUNE ENTERTAINMENT CORPORATION, a Delaware Corporation (to be

known as Medical Solutions Corporation, a Delaware corporation) (hereinafter

referred to as the "Purchaser");

B. DIABETES EDUCATION SOURCES, LLC, a Florida limited liability company

(hereinafter referred to as "DES");

C. DEBRA J. DUDLEY, an individual, and COLBY CLARK, LLC, a Florida

limited liability company, as members of DES (hereinafter collectively

referred to as the "DES Sellers");

D. FREEDOM MEDICAL SOURCES, LLC, a Florida limited liability company

(hereinafter referred to as "FMS"); and

E. BONITA L. PETERS, an individual, DEBRA J. DUDLEY, an individual,

JOHN D. HOWELL, an individual, JAMES S. WEAVER, an individual, and DES, as

members of FMS (hereinafter collectively referred to as the "FMS Sellers").

F. DES Sellers and FMS Sellers shall be collectively referred to as the

"Sellers".

W I T N E S S E T H:

WHEREAS, the Purchaser is a publicly traded corporation on the Bulletin

Board under the symbol FEMT, was formed in 1996 to capitalize on a patented

technology utilized in video poker machines;

WHEREAS, DES is a Florida limited liability company engaged in the

business of creating ADA recognized diabetes educational programs and products

for doctors, hospitals, durable medical suppliers, and other entities and

individuals capable of billing Medicare and private insurance Sellers, with a

second line of business in consumer / patient education and manufacturer

support;

WHEREAS, FMS is a Florida limited liability company engaged in the

business of selling and distributing medically related products and

maintaining contract customer service departments, with an ancillary ADA

recognized diabetes education program;

WHEREAS, the board of directors of Fortune Entertainment Corporation is

in the process of receiving shareholder approval to change the name of Fortune

Entertainment Corporation to "Medical Solutions Corporations" as the Purchaser

in order to facilitate the acquisition of all membership interest in DES and

FMS, as owned by the DES Sellers and FMS Sellers, respectively, for the

purpose of changing the primary focus of the Purchaser's business from gaming

related technology to diabetes education and medical product distribution;

WHEREAS, the Sellers desire to sell to the Purchaser, and the Purchaser

desires to purchase from the Sellers, their respective Membership Interests

for the purchase price and upon the terms and conditions hereinafter set

forth; and

WHEREAS, certain terms used in this Agreement are defined in Section

10.1;

NOW, THEREFORE, in consideration of the premises and the mutual covenants

and agreements hereinafter contained, the parties hereby agree as follows:

ARTICLE I

SALE AND PURCHASE OF MEMBERSHIP INTERESTS

1.1 Sale and Purchase of Membership Interests. Upon the terms and

subject to the conditions contained herein, on the Closing Date the Sellers

shall sell, assign, transfer, convey and deliver to the Purchaser, and the

Purchaser shall purchase from the Sellers, the Membership Interests free and

clear of any mortgage, imperfection of title, lien, pledge, option, security

interest, claim, deed of trust, hypothecation, charge or other encumbrance of

any kind whatsoever.

1.2 Structure of Transaction. It is the intent of the parties that the

transactions contemplated by this Agreement will constitute a tax-free

reorganization within the meaning of ss368(a) of the Internal Revenue Code of

1986, as amended. However, there are no assurances that the transaction will

qualify as a tax-free reorganization, and therefore each party shall be

responsible for and shall pay any and all taxes, charges or fees attributable

to such party, including individual state and federal income taxes, arising

out of, or by reason of, the exchange of Membership Interests for shares of

common stock of the Purchaser (defined as the "Purchase Price" in Section 2.1,

below), or otherwise in connection with the transactions contemplated hereby.

Each party hereto represents and warrants that it has relied solely on the

opinions or advice of its own professional advisors with respect to the tax

consequences of this transaction, if any, and has not relied on the opinions

or advice of the other parties or its professional advisors in any way with

respect to the tax consequences of this transaction.

ARTICLE II

PURCHASE PRICE AND PAYMENT

2.1 Amount of Purchase Price. The purchase price for the Membership

Interests of both DES Sellers and FMS Sellers shall be Ten Million

(10,000,000) shares of common stock of Purchaser (the "Purchase Price") to be

allocated prorata on accordance with each Seller's respective membership

interest as follows:

(a) DES Sellers. Two Million Two Hundred and Fifty Thousand

(2,250,000) Shares to Debra J. Dudley who holds a forty-five percent (45%)

DES membership interest; Two Million Seven Hundred and Fifty Thousand

(2,750,000) Shares to Colby Clark, LLC who holds a fifty-five percent (55%)

membership interest in DES (which shares shall be allocated among the members

of Colby Clark in accordance with each members' respective membership interest

therein);

(b) FMS Sellers. One Million (1,000,000) Shares to Bonita L.

Peters; One Million (1,000,000) Shares to Debra J. Dudley; Six Hundred and

Fifty Thousand (650,000) Shares to John D. Howell; Six Hundred Thousand

(600,000) shares to James S. Weaver; and One Million Seven Hundred Fifty

Thousand (1,750,000) to DES (which shall be allocated between the members of

DES in accordance with each member's respective membership interest therein).

ARTICLE III

CLOSING AND TERMINATION

3.1 Closing Date. Subject to the satisfaction of the conditions set

forth in Sections 7.1 and 7.2 hereof (or the waiver thereof by the party

entitled to waive that condition), the closing of the sale and purchase of the

Membership Interests provided for in Section 1.1 hereof (the "Closing") shall

take place at 9:00 a.m. at the offices of Fortune Entertainment Corporation

located at 8687 West Sahara Ave., Suite 150, Las Vegas, NV 89117 (or at such

other place as the parties may designate in writing) within seventy-two (72)

hours of the receipt by DES, FMS and the respective Sellers of the Required

Approvals, or on such other date as the Parties may designate in writing. The

date on which the Closing shall be held is referred to in this Agreement as

the "Closing Date."

3.2 Appointment of Board Members. At Closing, Debbie Dudley and Bonita

Peters shall be nominated to serve as directors of Purchaser, to serve until

their successors may be duly elected by the shareholders of Purchaser.

3.3 Termination of Agreement. This Agreement may be terminated prior

to the Closing as follows:

(a) At the election of either of DES or FMS on or after the twelve

(12) month anniversary of the Effective Date, if the Closing shall not have

occurred by the close of business on such date, provided that none of the

Parties is in default of any of its obligations hereunder;

(b) by mutual written consent of either of DES or FMS, and the

Purchaser;

effect a final nonappealable Order of a Governmental Body of competent

jurisdiction (other than an order by a Governmental Body specifically

mentioned in subsection (e) or (h) hereof) restraining, enjoining or otherwise

prohibiting the consummation of the transactions contemplated hereby; it being

agreed that the parties hereto shall promptly appeal any adverse determination

which is not nonappealable (and pursue such appeal with reasonable diligence);

(d) by either DES or FMS, in the event of termination and

abandonment by the Purchaser for any reason directly attributable to an act or

omission to act of the Purchaser or any affiliates in material breach of this

Agreement including without limitation, the Purchaser's inability to deliver

the Purchase Price;

(e) by either DES or FMS anytime after any Required Approval is

denied or otherwise refused to be granted by any Governmental Body to

Purchaser, or after an application filed by the Purchaser with any

Governmental Body for approval to purchase the Membership Interests of Sellers

or any other material Required Approval is withdrawn by the Purchaser;

(f) by the Purchaser, in the event of termination and abandonment

by the Sellers for any reason directly attributable to an act or omission to

act of DES, FMS or the Sellers or any of their respective affiliates in breach

of this Agreement;

(g) by DES or FMS, or the Purchaser if the Federal Trade

Commission, the Department of Justice or any state agency does not approve of

the transaction under the HSR Act or any similar state anti-trust statute.

3.4 Procedure Upon Termination.

(a) In the event of termination and abandonment by the Purchaser,

DES or FMS or any of the Sellers, pursuant to Section 3.2 hereof, written

notice thereof shall forthwith be given to the other party or parties, and

this Agreement shall terminate, and the purchase of the Membership Interests

hereunder shall be abandoned, without further action by the Purchaser, DES,

FMS or the Sellers.

(b) In the event of termination and abandonment for any reason,

each party shall redeliver all documents, work papers and other material of

any other party relating to the transactions contemplated hereby, including

all copies thereof, whether so obtained before or after the execution hereof,

to the party furnishing the same, including, but not limited to, information

furnished to the Purchaser relating to the business of the Sellers, licenses,

operating agreements, financial information and financial projections.

3.5 Effect of Termination. In the event that this Agreement is validly

terminated as provided herein, then each of the parties shall be relieved of

their duties and obligations arising under this Agreement after the date of

such termination and such termination shall be without liability to the

Purchaser, DES, FMS or the Sellers; provided, however, that the obligations of

the parties set forth in Section 10.4 hereof shall survive any such

termination and shall be enforceable hereunder; provided, further, however,

that nothing in this Section 3.4 shall relieve the Purchaser, DES, FMS or the

Sellers of any liability for a breach of this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

DES, FMS and each of the Sellers hereby represent and warrant to the

Purchaser, as applicable, that:

4.1 Organization and Good Standing.

DES and FMS, each, is a limited liability company duly organized, validly

existing and in good standing under the laws of the jurisdiction of its

incorporation as set forth above and has all requisite limited liability

company power and authority, including all necessary licenses and permits, to

own, lease and operate its properties and assets and to carry on its business

as now conducted. DES and FMS' respective assets are sufficient in all

material respects to carry out their respective businesses as presently

conducted. There are no assets material to the operation of their respective

businesses that are not owned or leased by the DES or FMS.

4.2 Authorization of Agreement. Subject to the receipt of all Required

Approvals, the DES and FMS and the Sellers have all requisite power, authority

and legal capacity to execute and deliver this Agreement and each other

agreement, document, or instrument or certificate contemplated by this

Agreement or to be executed by the Sellers in connection with the consummation

of the transactions contemplated by this Agreement (together with this

Agreement, the "Sellers' Documents"), and to consummate the transactions

contemplated hereby and thereby. This Agreement has been, and each of the

Sellers' Documents will be at or prior to the Closing, duly and validly

authorized by all required corporate action on the part of DES and FMS and

duly and validly executed and delivered by DES, FMS or the Sellers and

(assuming the due authorization, execution and delivery by the other parties

hereto and thereto) this Agreement constitutes, and each of the Sellers'

Documents when so executed and delivered will constitute, legal, valid and

binding obligations of the Sellers, enforceable against the Sellers in

accordance with their respective terms, subject to applicable bankruptcy,

insolvency, reorganization, moratorium and similar laws affecting creditors'

rights and remedies generally, and subject, as to enforceability, to general

principles of equity, including principles of commercial reasonableness, good

faith and fair dealing (regardless of whether enforcement is sought in a

proceeding at law or in equity).

4.3 Ownership.

(a) As of the date hereof, the Membership Interests sold by each of

the Sellers is as set forth opposite the name of such Seller on Exhibit A.

All of such Membership Interests have been sold in transactions exempt from

registration under the Securities Act of 1933, as amended (the "Securities

Act") and the Sellers have not violated the Securities Act or any state

securities or Blue Sky laws in connection with the sale of any such Membership

Interests.

(b) There is no existing option, warrant, call, right, commitment

or other agreement of any character to which either DES, FMS or the Sellers

are a party requiring, and there are no securities of either of DES, FMS or

the Sellers outstanding which upon conversion or exchange would require, the

sale or transfer of any additional Membership or other equity securities of

DES, FMS or the Sellers, or other securities convertible into, exchangeable

for or evidencing the right to subscribe for or purchase Membership Interests

or other equity securities of either DES or FMS. Neither DES, FMS or any of

the Sellers is a party to any voting trust or other voting agreement with

respect to any of the Membership Interests.

4.4 Subsidiaries. Neither DES or FMS directly or indirectly, owns or

controls any investment (whether equity or debt) in any corporation,

partnership, joint venture, business organization, trust or other entity.

4.5 Company Records.

(a) DES, FMS and the Sellers have delivered to the Purchaser true,

correct and complete copies of the certificate of organization (each certified

by the Secretary of State or other appropriate official of the applicable

jurisdiction of organization) and operating agreements (executed by all

Sellers) or comparable organizational documents of DES and FMS.

(b) The company books of DES and FMS made available to the

Purchaser contain complete and accurate records of all meetings and accurately

reflect all other company action of the members (including committees thereof)

of DES and FMS. The membership interest transfer ledgers of DES and FMS made

available to the Purchaser are true, correct and complete. Since the date DES

and FMS made the company books and membership interest transfer ledgers

available to the Purchaser, there have been no modifications, amendments,

corrections or other changes made to, approved or authorized with respect to

the foregoing documents. All membership interest transfer taxes levied or

payable with respect to all transfers of Membership Interests of the Sellers

prior to the date hereof have been paid and appropriate transfer tax stamps

affixed.

4.6 Conflicts; Consents of Third Parties.

(a) Subject to compliance with the applicable requirements of the

Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and

regulations promulgated thereunder (the "HSR Act"), and subject to the receipt

of all Required Approvals, neither the execution and delivery by DES, FMS or

the Sellers of this Agreement and the Sellers' Documents, the consummation of

the transactions contemplated hereby or thereby, or compliance by Parties with

any of the provisions hereof or thereof will (i) conflict with, or result in

the breach of, any provision of the articles of organization or operating

agreements or comparable organizational documents of any of the Sellers; (ii)

conflict with, violate, result in the breach or termination of, or constitute

a default under any note, bond, mortgage, indenture, license, agreement or

other instrument or obligation to which either DES, FMS or the Sellers is a

party or by which either of them or any of their respective properties or

assets is bound; (iii) violate any statute, rule, regulation, writ,

injunction, judgment, ruling, law, order or decree of any governmental body or

authority by which either DES, FMS or the Sellers is bound; or (iv) result in

the creation of any Lien upon the properties or assets of either of the

Sellers except, in the case of clauses (ii), (iii) and (iv), for such

violations, breaches or defaults as would not, individually or in the

aggregate, have a Material Adverse Effect.

(b) Except for compliance with the applicable requirements of the

HSR Act, receipt of all Required Approvals and as set forth in Schedule 4.6(b)

hereto, no consent, waiver, approval, Order, Permit or authorization of, or

declaration or filing with, or notification to, any Person or Governmental

Body is required on the part of DES, FMS or the Sellers in connection with the

execution and delivery of this Agreement or the Sellers Documents', or the

compliance by DES, FMS or the Sellers with any of the provisions hereof or

thereof.

4.7 Transfer of Membership Interests. Except for compliance with the

applicable requirements of the HSR Act and subject to the receipt of all

Required Approvals, DES, FMS and the Sellers have the limited liability

company power and authority to sell, transfer, assign and deliver such

Membership Interests as provided in this Agreement, and such delivery will

convey to the Purchaser good and marketable title to such Membership

Interests, free and clear of any and all Liens.

4.8 Financial Statements. DES, FMS and the Sellers have delivered to

the Purchaser true and complete copies of (i) the audited consolidated balance

sheets of the Sellers as at December 31, 2002 and 2003 and the related audited

consolidated statements of income and of cash flows of the Sellers for the

years then ended and (ii) the unaudited consolidated balance sheet of the

Sellers as at March 31, 2004 (such audited and unaudited statements, including

the related notes and schedules thereto, are referred to herein as the

"Financial Statements"). Each of the Financial Statements is complete and

correct in all material respects, has been (or will be) prepared in accordance

with GAAP (subject to normal year-end adjustments in the case of the unaudited

statements) and in conformity with the practices consistently applied by DES

and FMS without modification of the accounting principles used in the

preparation thereof and presents fairly the financial position, results of

operations and cash flows of DES and FMS as at the dates and for the periods

indicated.

For the purposes hereof, the unaudited consolidated balance sheet of the

Sellers as at March 31, 2004 is referred to as the "Balance Sheet" and March

31, 2004 is referred to as the "Balance Sheet Date."

4.9 No Undisclosed Liabilities. Neither DES or FMS has any

indebtedness, obligations or liabilities of any kind (whether accrued,

absolute, contingent or otherwise, and whether due or to become due) that

would have been required to be reflected in, reserved against or otherwise

described on the Balance Sheet or in the notes thereto in accordance with GAAP

which was not fully reflected in, reserved against or otherwise described in

the Balance Sheet or the notes thereto or was not incurred in the ordinary

course of business consistent with past practice since the Balance Sheet Date.

The Sellers have no knowledge to the contrary.

4.10 Absence of Certain Developments. Except as expressly contemplated

by this Agreement or as set forth on Schedule 4.10, since the Balance Sheet

Date:

(i) there has not been any Material Adverse Change nor has

there occurred any event which is reasonably likely to result in a Material

Adverse Change;

(ii) there has not been any damage, destruction or loss, not

covered by insurance, with respect to the property and assets of either DES or

FMS having a replacement cost of more than $50,000 for any single loss or

$150,000 for all such losses;

(iii) there has not been any declaration, setting aside or

payment of any dividend or other distribution in respect of any Membership

Interests of either DES or FMS or any repurchase, redemption or other

acquisition by DES or FMS of any outstanding Membership Interests or other

securities of, or other ownership interest in DES or FMS;

(iv) neither DES nor FMS increased rates of compensation

(including bonuses) payable or to become payable to their employees, members,

agents or consultants with respect to their respective businesses, except to

the extent accrued on the Balance Sheet or entered into any employment,

deferred compensation, severance or similar agreement (nor amended any such

agreement) or agreed to increase the compensation payable or to become payable

by it to either DES or FMS' members, employees, agents or representatives or

agreed to increase the coverage or benefits available under any severance pay,

termination pay, vacation pay, awards, salary continuation for disability,

sick leave, deferred compensation, bonus or other incentive compensation,

insurance, pension or other employee benefit plan, payment or arrangement made

to, for or with such members, employees, agents or representatives, except as

to all of the above, other than normal increases in the ordinary course of

business consistent with past practice;

(v) there has not been any change by either DES or FMS in

accounting or Tax reporting principles, methods or policies;

(vi) neither DES nor FMS has entered into any transaction or

Contract or conducted its business other than in the ordinary course

consistent with past practice;

(vii) neither DES nor FMS have failed to promptly pay and

discharge current liabilities except where disputed in good faith by

appropriate proceedings;

(viii) neither DES nor FMS has made any loans, advances or

capital contributions to, or investments in, any Person or paid any fees or

expenses to the DES or FMS or any respective Affiliate of DES or FMS;

(ix) neither DES nor FMS has mortgaged, pledged or subjected

to any Lien any of its assets, or acquired any assets or sold, assigned,

transferred, conveyed, leased or otherwise disposed of any of their respective

assets, except for assets acquired or sold, assigned, transferred, conveyed,

leased or otherwise disposed of in the ordinary course of business consistent

with past practice;

(x) neither DES nor FMS has discharged or satisfied any Lien,

or paid any obligation or liability (fixed or contingent), except in the

ordinary course of business consistent with past practice and which, in the

aggregate, would not be material to either DES or FMS;

(xi) neither DES nor FMS has canceled or compromised any debt

or claim or amended, canceled, terminated, relinquished, waived or released

any Contract or right except in the ordinary course of business consistent

with past practice and which, in the aggregate, would not be material to

either DES or FMS;

(xii) neither DES nor FMS has made or committed to make any

capital expenditures or capital additions or betterments in excess of $50,000

individually or $150,000 in the aggregate except in the ordinary course of

business, and consistent with past practices;

(xiii) neither DES nor FMS has instituted or settled any

material Legal Proceeding;

(xiv) neither DES or FMS has agreed to take any actions set

forth in this Section 4.10;

(xv) there has not been any loan or advance by either DES or

FMS to any person, except a normal travel advance or other reasonable expense

advance to a member or employee of DES or FMS on normal trade terms extended

to customers;

(xvi) there has not been any sale or transfer of any

properties or assets, other than in the ordinary course of business and

consistent with past practice or any cancellation of any debts or claims of

either DES or FMS;

(xvii) there has not been any amendment, modification or

termination of any material contract or agreement to which either DES or FMS

is a party or pursuant to which their properties or assets may be bound; and

(xviii) there has not been any sale or granting to any party

or parties of any license, franchise, option or other right of any nature

whatsoever with respect to DES or FMS' respective businesses or termination of

any such rights.

4.11 Taxes. (a) Except as set forth in Schedule 4.11:

(i) Each of DES or FMS, and any combined, consolidated,

unitary or affiliated group of which DES or FMS has been a member prior to the

Closing Date: (x) have paid all Taxes required to be paid on or prior to the

Closing Date (including, without limitation, payments of estimated Taxes) for

which DES or FMS could be held liable; and (y) have accurately and timely

filed (or timely filed an extension for) all federal, state, local, and

foreign tax returns, reports and forms with respect to such Taxes required to

be filed by them on or before the Closing Date.

(ii) All Taxes attributable to all taxable periods ending on

or before the Closing Date, to the extent not required to be previously paid

have been fully and adequately reserved for (as taxes payable or accrued

taxes) on the Financial Statements and DES and FMS will not accrue a Tax

liability from the date of the Financial Statements up to and including the

Closing Date other than a Tax Liability accrued in the ordinary course of

business.

(iii) There is no material dispute or claim, or any action,

suit, proceeding, audit or investigation concerning any liability for Taxes of

DES or FMS either (x) claimed or raised by any authority in writing or (y) as

to which either DES or FMS has any knowledge based upon contact with any agent

of such authority. Except as set forth in Schedule 4.11, there are no

deficiencies for any Taxes and none has been asserted or assessed in writing

for which the DES or FMS could be liable, which remain unpaid or unsettled.

(iv) Neither DES nor FMS has waived or extended any statute

of limitations in respect of Income Taxes or agreed to any extension of time

with respect to an Income Tax assessment or deficiency.

(v) Neither DES nor FMS has made any material payments, is

obligated to make any material payments, or is a party to any agreement that

under certain circumstances could obligate it to make any material payments

that will not be deductible under Code ss 280G and (z) neither DES nor FMS

will have any liability on or after the Closing Date pursuant to any tax

allocation or sharing agreement.

(vi) Neither DES nor FMS has taken any action that would

require an adjustment pursuant to Section 481 of the Code, by reason of a

change in accounting method or otherwise. DES and DMS have not filed a

Consent under Section 341(f)(1) of the Code or agreed to have the provisions

of Section 341(f)(2) of the Code apply to any disposition of "subsection (1)

assets" as such term is defined in Section 341(f)(4) of the Code.

(vii) No Tax assessment or deficiency which has not been paid

or for which an adequate reserve has not been set aside, has been made or

proposed against DES or FMS, nor are any of the Tax Returns not being or, to

the best knowledge of DES, FMS or any of the Sellers, threatened to be

examined or audited, and no consents waiving or extending any applicable

statutes of limitations for the Tax Returns, or any Taxes required to be paid

thereunder, been filed. DES, FMS and each of the Sellers shall promptly

notify the Purchaser of any notice of pending action or proceeding involving

Taxes relating to DES and FMS between the date of this Agreement and the

Effective Date. All Tax deficiencies determined as a result of any past

completed audit have been satisfied. DES and FMS have delivered to the

Purchaser complete and correct copies of all audit reports and statements of

deficiencies with respect to any Tax assessed against or agreed to by DES and

FMS for the three most recent taxable periods for which such audit reports and

statements of deficiencies have been received by DES and FMS.

(viii) Without limiting the foregoing representations in any

way, DES and FMS have collected all sales, use, transaction privilege and

value added Taxes required to be collected, and has remitted, or will remit in

a timely basis, such amounts to the appropriate governmental authorities and

has furnished properly completed exemption certificates for all exempt

transactions.

(ix) Without limiting the foregoing representations in any

way, DES and FMS have properly withheld income and social security or other

similar Taxes and paid payroll Taxes with respect to all persons properly

characterized as employees for federal, state or local Tax purposes. None of

the assets of DES or FMS are subject to any liens in respect of Taxes (other

than for current Taxes not yet due and payable).

(b) Schedule 4.11 sets forth all federal, state, local and foreign

Income Tax Returns filed with respect to DES and FMS for taxable periods ended

on or after December 31, 2003, indicates those Income Tax Returns that have

been audited, and indicates those Income Tax Returns that currently are the

subject of audit. DES and FMS have delivered or made available to the

Purchaser correct and complete copies of all federal Income Tax Returns,

examination reports, and statements of deficiencies assessed against, or

agreed to by DES and FMS, respectively, since January 1, 2004.

4.12 Real Property.

(a) Neither DES nor FMS owns any real property. Schedule 4.12 sets

forth a complete list of all real property and interests in real property

leased by the Sellers (individually, a "Real Property Lease" and the real

properties specified in such leases being referred to herein individually as a

"Seller Property" and collectively as the "Sellers Properties") as lessee or

lessor. In addition DES and FMS utilize the properties described in Schedule

7.2(i) leased by DES and FMS, which lease shall be assumed by the Purchaser

(or an Affiliate) prior to the Closing Date. Except as set forth in Schedule

4.12 hereto, the Sellers Properties constitute all interests in real property

currently used or currently held for use in connection with the respective

businesses of the Sellers and which are necessary for the continued operation

of such businesses of the Sellers as those businesses are currently conducted.

Both DES and FMS have a valid and enforceable leasehold interest under each of

the Real Property Leases, subject to applicable bankruptcy, insolvency,

reorganization, moratorium and similar laws affecting creditors' rights and

remedies generally and subject, as to enforceability, to general principles of

equity (regardless of whether enforcement is sought in a proceeding at law or

in equity), and the Sellers have not received any notice of any default or

event that with notice or lapse of time, or both, would constitute a default

by DES or FMS under any of the Real Property Leases. All of the Sellers

Properties, buildings, fixtures and improvements thereon owned or leased by

DES and FMS are in good operating condition and repair (subject to normal wear

and tear). DES and FMS have delivered to the Purchaser true, correct and

complete copies of the Real Property Leases, together with all amendments,

modifications or supplements, if any, thereto.

(b) DES and FMS have all material certificates of occupancy and

Permits of any Governmental Body necessary or useful for the current use and

operation of each Seller Property, and DES and FMS have fully complied with

all material conditions of the Permits applicable to them. No default or

violation, or event that with the lapse of time or giving of notice or both

would become a default or violation, has occurred in the due observance of any

Permit.

DES, FMS or any of the Sellers, threatened or contemplated condemnation or

eminent domain proceedings that affect any Seller Property or any part

thereof, and DES, FMS and the Sellers have not received any notice, oral or

written, of the intention of any Governmental Body or other Person to take or

use all or any part thereof.

(d) Neither DES, FMS nor any of the Sellers has received any

written notice from any insurance company that has issued a policy with

respect to any Seller Property requiring performance of any structural or

other repairs or alterations to such Seller Property.

(e) Neither DES nor FMS owns or holds, and is not obligated under

or a party to, any option, right of first refusal or other Contractual right

to purchase, acquire, sell, assign or dispose of any real estate or any

portion thereof or interest therein.

4.13 Tangible Personal Property.

(a) Schedule 4.13 sets forth all leases of personal property

("Personal Property Leases") involving annual payments in excess of [$10,000]

relating to personal property used in the respective businesses of either DES

or FMS to which DES or FMS is a party or by which the respective properties or

assets of DES or FMS are bound. DES and FMS have delivered or otherwise made

available to the Purchaser true, correct and complete copies of the Personal

Property Leases, together with all amendments, modifications or supplements

thereto.

(b) DES and FMS have a valid leasehold interest under each of the

Personal Property Leases under which it is a lessee, subject to applicable

bankruptcy, insolvency, reorganization, moratorium and similar laws affecting

creditors' rights and remedies generally and subject, as to enforceability, to

general principles of equity (regardless of whether enforcement is sought in a

proceeding at law or in equity), and there is no default under any Personal

Property Lease by either DES or FMS or by any other party thereto, and no

event has occurred that with the lapse of time or the giving of notice or both

would constitute a default thereunder.

items of tangible personal property reflected in the Balance Sheet (except as

sold or disposed of subsequent to the date thereof in the ordinary course of

business consistent with past practice) free and clear of any and all Liens

other than the Permitted Exceptions. All such items of tangible personal

property which, individually or in the aggregate, are material to the

operation of the business of DES and FMS are in good condition and in a state

of good maintenance and repair (ordinary wear and tear excepted) and are

suitable for the purposes used.

(d) All of the items of tangible personal property used by DES and

FMS under the Personal Property Leases are in good condition and repair

(ordinary wear and tear excepted) and are suitable for the purposes used, and

there are no material defects in the physical condition or operability of such

tangible personal property that would impair the use of such tangible personal

property as it is currently used.

4.14 Intangible Property. Schedule 4.14 contains a complete and correct

list of each patent, trademark, trade name, service mark, trade secret and

thereof and pending applications therefore, and each license or other

agreement relating thereto. Except as set forth on Schedule 4.14, each of the

foregoing is owned by the party shown on such Schedule as owning the same,

free and clear of all mortgages, claims, liens, security interests, charges

and encumbrances and is in good standing and not the subject of any challenge.

There have been no claims made and neither DES nor FMS nor any of the Sellers

has received any notice or otherwise knows or has reason to believe that any

of the foregoing is invalid or conflicts with the asserted rights of others,

and DES and FMS are not infringing upon or otherwise acting adversely to the

right or claimed right of any person or entity with respect to the intangible

property. DES and FMS possess all patents, patent licenses, trade names,

trademarks, service marks, brand marks, brand names, copyrights, know-how,

formulae and other proprietary and trade rights necessary for the conduct of

its business as now conducted, not subject to any restrictions and without any

known conflict with the rights of others, and DES and FMS have not forfeited

or otherwise relinquished any such patent, patent license, trade name,

trademark, service mark, brand mark, brand name, copyright, know-how, formulae

or other proprietary right necessary for the conduct of its business as

conducted on the date hereof. Neither of the Sellers is under any obligation

to pay any royalties or similar payments in connection with any license to

DES, FMS or any affiliate thereof. Except as set forth on Schedule 4.14, to

DES, FMS or any of the Sellers' knowledge, none of the patents, trademarks,

trade names, service marks and copyrights are being infringed upon or

appropriated by others, and none is subject to any outstanding litigation or

judgment affecting the scope of free and unrestricted use by DES and FMS or is

used contrary to the provisions of any licensing or other contract. Except as

set forth on Schedule 4.14, there exist no material geographic restrictions on

the use by DES or FMS of such marks.

4.15 Material Contracts. Schedule 4.15 sets forth all of the following

Contracts to which DES and FMS are a party or by which they are bound

(collectively, the "Material Contracts"): (i) Contracts with DES or FMS or

any current member or agent of either DES or FMS; (ii) Contracts with any

labor union or association representing any employee of DES or FMS; (iii)

Contracts pursuant to which any party is required to purchase or sell a stated

portion of its requirements or output from or to another party; (iv) Contracts

for the sale of any of the assets of DES or FMS other than in the ordinary

course of business or for the grant to any person of any preferential rights

to purchase any of its assets; (v) joint venture agreements; (vi) material

Contracts containing covenants of DES and FMS not to compete in any line of

business or with any person in any geographical area or covenants of any other

person not to compete with DES and FMS in any line of business or in any

geographical area; (vii) Contracts relating to the acquisition by DES and FMS

of any operating business or the membership interest of any other person;

(viii) Contracts relating to the borrowing of money; or (ix) any other

Contracts, other than Real Property Leases, which involve the expenditure of

more than [$50,000] in the aggregate or [$10,000] annually or require

performance by any party more than one year from the date hereof. There have

been made available to the Purchaser, its affiliates and their

representative's true and complete copies of all of the Material Contracts.

Except as set forth on Schedule 4.15, all of the Material Contracts and other

agreements are in full force and effect and are the legal, valid and binding

obligation of DES and FMS, enforceable against them in accordance with its

terms, subject to applicable bankruptcy, insolvency, reorganization,

moratorium and similar laws affecting creditors' rights and remedies generally

and subject, as to enforceability, to general principles of equity (regardless

of whether enforcement is sought in a proceeding at law or in equity). Except

as set forth on Schedule 4.15, neither DES nor FMS are in default in any

material respect under any Material Contracts, nor, to the knowledge of DES,

FMS or any of the Sellers, is any other party to any Material Contract in

default thereunder in any material respect, and there are no facts or

circumstances known to DES, FMS or any of the Sellers that would reasonably

indicate that DES, FMS, the Sellers or any other party to any Material

Contract will or may be in breach thereof.

4.16 Employee Benefits.

(a) Schedule 4.16(a) sets forth a complete and correct list of (i)

all "employee benefit plans," as defined in Section 3(3) of the Employee

Retirement Income Security Act of 1974, as amended ("ERISA"), and all other

pension plans or employee benefit arrangements, programs or payroll practices

(including, without limitation, severance pay, vacation pay, company awards,

salary continuation for disability, sick leave, retirement, deferred

compensation, bonus or other incentive compensation, membership interest

purchase arrangements or policies, hospitalization, medical insurance, life

insurance and scholarship programs) maintained by DES and FMS or to which DES

and FMS contribute or are obligated to contribute thereunder with respect to

employees of DES and FMS ("Employee Benefit Plans") and (ii) all "employee

pension plans", as defined in Section 3(2) of ERISA, maintained by DES or FMS

or any trade or business (whether or not incorporated) which are under

control, or which are treated as a single employer, with DES and FMS under

Section 414(b), (c), (m) or (o) of the ("ERISA Affiliate") or to which DES and

FMS, or any ERISA Affiliate contributed or is obligated to contribute

thereunder ("Pension Plans"). Schedule 4.16(a) clearly identifies, in

separate categories, Employee Benefit Plans or Pension Plans that are (i)

subject to Section 4063 and 4064 of ERISA ("Multiple Employer Plans"), (ii)

multiemployer plans (as defined in Section 4001(a)(3) of ERISA)

("Multiemployer Plans") or (iii) "benefit plans", within the meaning of

Section 5000(b)(1) of the Code providing continuing benefits after the

termination of employment (other than as required by Section 4980B of the Code

or Part 6 of Title I of ERISA and at the former employee's or his

beneficiary's sole expense).

(b) Neither DES nor FMS has any withdrawal or other liability

(contingent or otherwise) under Title IV of ERISA with respect to any Multiple

Employer Plan or Multiemployer Plan.

to qualify under Section 401 of the Code ("Qualified Plans") so qualify and

the trusts maintained thereto are exempt from federal income taxation under

Section 501 of the Code, and, except as disclosed on Schedule 4.16(c), nothing

has occurred with respect to the operation of any such plan which could cause

the loss of such qualification or exemption or the imposition of any

liability, penalty or tax under ERISA or the Code.

(d) All contributions and premiums required by law or by the terms

of any Employee Benefit Plan or Pension Plan which are defined benefit plans

or money purchase plans or any agreement relating thereto have been timely

made (without regard to any waivers granted with respect thereto) to any funds

or trusts established thereunder or in connection therewith, and no

accumulated funding deficiencies exist in any of such plans subject to Section

412 of the Code. All contributions that have not been paid have been properly

recorded on the books of DES and FMS.

(e) The benefit liabilities, as defined in Section 4001(a) (16) of

ERISA, of each of the Employee Benefit Plans and Pension Plans subject to

Title IV of ERISA using the actuarial assumptions that would be used by the

Pension Benefit Guaranty Corporation (the "PBGC") in the event it terminated

each such plan do not exceed the fair market value of the assets of each such

plan. The liabilities of each Employee Benefit Plan that has been terminated

or otherwise wound up have been fully discharged in full compliance with

applicable Law.

(f) There has been no "reportable event" as that term is defined in

Section 4043 of ERISA and the regulations thereunder with respect to any of

the Employee Benefit Plans or Pension Plans subject to Title IV of ERISA which

would require the giving of notice, or any event requiring notice to be

provided under Section 4041(c) (3) (C) or 4063(a) of ERISA.

(g) There has been no violation of ERISA with respect to the filing

of applicable returns, reports, documents and notices regarding any of the

Employee Benefit Plans or Pension Plans with the Secretary of Labor or the

Secretary of the Treasury or the furnishing of such notices or documents to

the participants or beneficiaries of the Employee Benefit Plans or Pension

Plans.

(h) True, correct and complete copies of the following documents,

with respect to each of the Employee Benefit Plans and Pension Plans (as

applicable), have been delivered to the Purchaser (A) any plans and related

trust documents, and all amendments thereto, (B) the most recent Forms 5500

for the past three years and schedules thereto, (C) the most recent financial

statements and actuarial valuations for the past three years, (D) the most

recent Internal Revenue Service determination letter, (E) the most recent

summary plan descriptions (including letters or other documents updating such

descriptions) and (F) written descriptions of all non-written agreements

relating to the Employee Benefit Plans and Pension Plans.

(i) There are no pending Legal Proceedings which have been asserted

or instituted against any of the Employee Benefit Plans or Pension Plans, the

assets of any such plans or DES or FMS, or the plan administrator or any

fiduciary of the Employee Benefit Plans or Pension Plans with respect to the

operation of such plans (other than routine, uncontested benefit claims), and

there are no facts or circumstances which could form the basis for any such

Legal Proceeding.

(j) Each of the Employee Benefit Plans and Pension Plans has been

maintained, in all material respects, in accordance with its terms and all

provisions of applicable Law. All amendments and actions required to bring

each of the Employee Benefit Plans and Pension Plans into conformity in all

material respects with all of the applicable provisions of ERISA and other

applicable Laws have been made or taken except to the extent that such

amendments or actions are not required by law to be made or taken until a date

after the Closing Date and such amendments or actions are disclosed on

Schedule 4.16(j).

(k) DES and FMS and any ERISA Affiliate which maintains a "benefits

plan" within the meaning of Section 5000(b)(1) of ERISA have complied with the

notice and continuation requirements of Section 4980B of the Code or Part 6 of

Title I of ERISA and the applicable regulations thereunder.

(l) Neither DES nor FMS, any ERISA Affiliate or any organization to

which any is a successor or parent corporation, has divested any business or

entity maintaining or sponsoring a defined benefit pension plan having

unfunded benefit liabilities (within the meaning of Section 4001(a) (18) of

ERISA) or transferred any such plan to any person other than DES or FMS or any

ERISA Affiliate during the previous five-year period ending on the Closing

Date.

(m) Neither DES nor FMS nor "party in interest" nor "disqualified

person" with respect to the Employee Benefit Plans nor Pension Plans has

engaged in a "prohibited transaction" within the meaning of Section 4975 of

the Code or Section 406 of ERISA or which could subject it to a material civil

penalty imposed pursuant to Section 4975 or 4976 or ERISA.

(n) Neither DES nor FMS nor any ERISA Affiliate have terminated any

Employee Benefit Plan or Pension Plan subject to Title IV of ERISA, or

incurred any outstanding liability under Section 4062 of ERISA to the Pension

Benefit Guaranty Corporation or to a trustee appointed under Section 4042 of

ERISA.

(o) Neither the execution and delivery of this Agreement nor the

consummation of the transactions contemplated hereby will (i) result in any

payment becoming due to any employee of DES or FMS; (ii) increase any benefits

otherwise payable under any Employee Benefit Plan or Pension Plan; or (iii)

result in the acceleration of the time of payment or vesting of any such

benefits.

(p) No membership interest or other security issued by DES or FMS,

or Sellers, form or has formed a material part of the assets of any Employee

Benefit Plan or Pension Plan.

(q) Except as set forth on Schedule 4.16(q), there are no

proceedings or lawsuits, and to the knowledge of DES, FMS and the Sellers,

there are no investigations, either currently in progress or expected to be

instituted in the future, relating to any Benefit Plan, by any administrative

agency, whether local, state or federal.

(r) Except as set forth on Schedule 4.16(r), there are no pending

or threatened lawsuits or other claims (other than routine claims for benefits

under the plan) against or involving (i) any Benefit Plan or (ii) any

Fiduciary of such Benefit Plan (within the meaning of Section 3(21) (A) of

ERISA) brought on behalf of any participant, beneficiary or Fiduciary

thereunder, nor to the knowledge of DES, FMS or the the Sellers is there any

reasonable basis for any such claim.

(s) DES and FMS have no intention or commitment, whether legally

binding or not, to create any additional Benefit Plan, or to modify or change

any existing Benefit Plan. The benefits under all Benefit Plans are as

represented, and except in the ordinary course of business and consistent with

past practices or as required by law, have not been, and will not be increased

subsequent to the date documents are provided to Purchaser.

(t) Except as set forth on Schedule 4.16(t), none of the Benefit

Plans or any other employment agreement or arrangement entered into by the

Sellers will entitle any current or former employee to any benefits or other

compensation that become payable solely as a result of the consummation of

this transaction.

(u) Neither of the Benefit Plans is subject to the tax on unrelated

business taxable income or unrelated debt-financed income under Section 511 of

the Code.

(v) Except as set forth on Schedule 4.1(v), no Benefit Plan has any

interest in any annuity contract or other investment or insurance contract

issued by an insurance company that is the subject of bankruptcy,

conservatorship, rehabilitation or similar proceeding.

4.17 Labor. Schedule 4.17 attached hereto contains a complete, current

and correct list of all DES and FMS employees ("Employees"), which includes

the job, position and compensation payable to each of the Employees.

(a) Neither DES nor FMS is a party to any labor or collective

bargaining agreement and there are no labor or collective bargaining

agreements which pertain to employees of DES or FMS. DES and FMS have

delivered or otherwise made available to the Purchaser true, correct and

complete copies of the labor or collective bargaining agreements listed on

Schedule 4.17(a), together with all amendments, modifications or supplements

thereto.

(b) No employees of DES or FMS are represented with respect to DES

or FMS by any labor organization. No labor organization or group of employees

of DES or FMS have made a pending demand for recognition, and there are no

representation proceedings or petitions seeking a representation proceeding

presently pending or, to the best knowledge of DES, FMS and the Sellers,

threatened to be brought or filed, with the National Labor Relations Board or

other labor relations tribunal. There is no organizing activity involving DES

or FMS pending or, to the best knowledge of DES, FMS and the Sellers,

threatened by any labor organization or group of employees of DES and FMS.

or arbitrations or (ii) material grievances or other labor disputes pending

or, to the best knowledge of DES, FMS and the Sellers, threatened against or

involving the DES or FMS. There are no unfair labor practice charges,

grievances or complaints pending or, to the best knowledge of DES, FMS and the

Sellers, threatened by or on behalf of any employee or group of employees of

DES or FMS.

(d) DES and FMS are in material compliance with all laws, statutes,

ordinances, rules, regulations, orders and other requirements relating to the

employment of labor, including without limitation Title V11 of the federal

Civil Rights Act of 1964, the federal Age Discrimination in Employment Act of

1967, the federal Americans with Disabilities Act, and any and all provisions

thereof relating to wages, hours, collective bargaining and the payment of

social security and similar Taxes;

(e) There is no pending or, to the knowledge of DES, FMS and the

Sellers, threatened charge, complaint, allegation, application or other

process or claim against DES or FMS with respect to the statutes referenced in

sub-section (d) above before any federal, territorial, state or local or other

governmental or administrative agency or other entity other than in the

ordinary course of business consistent with past practices;

(f) DES and FMS have paid and performed all obligations when due

with respect to its employees, consultants, agents and members, including

without limitation the payment when due in the ordinary course of business of

any accrued and payable wages, severance pay, vacation pay, benefits and

commissions, except those obligations which are in good faith being challenged

by DES and FMS as not valid obligations of the DES and FMS as more fully

described on Schedule 4.17;

(g) To the knowledge of DES, FMS and the Sellers, none of the

persons performing services for DES or FMS have been improperly classified as

independent contractors or as being exempt from the payment of wages for

overtime;

(h) Schedule 4.17(h) lists each individual who is absent from

active employment with DES or FMS by reason of (i) short-term or long-term

disability, (ii) leave of absence under the Family and Medical Leave Act of

1933 (or comparable state statute), (iii) military leave (under conditions

that give the employee re-employment rights) or (iv) other approved leave of

absence; and

(i) Schedule 4.17(i) lists each individual who (i) has elected to

continue participating in a group health plan of DES and FMS pursuant to an

election under COBRA, or (ii) has not made an election under COBRA but who is

still within the period during which the election may be made.

4.18 Litigation. Except as set forth in Schedule 4.18, there is no suit,

action, proceeding, investigation, claim or order pending or, to the knowledge

of DES, FMS and the Sellers, threatened against DES or FMS (or to the

knowledge of DES, FMS and the Sellers, pending or threatened, against any of

the officers, directors or key employees of DES or FMS with respect to their

business activities on behalf of the DES or FMS), or to which DES or FMS is

otherwise a party, which, if adversely determined, would have a Material

Adverse Effect, before any court, or before any governmental department,

commission, board, agency, or instrumentality; nor to the knowledge of DES,

FMS or the Sellers is there any reasonable basis for any such action,

proceeding, or investigation. Neither DES nor FMS is subject to any judgment,

order or decree of any court or governmental agency except to the extent the

same are not reasonably likely to have a Material Adverse Effect and neither

DES nor FMS are engaged in any legal action to recover monies due it or for

damages sustained by it.

4.19 Compliance with Laws; Permits.

DES and FMS is in compliance with all Laws applicable to DES and FMS

or to the conduct of the business or operations of DES and FMS or the use of

their respective properties (including any leased properties) and assets,

except for such non-compliances as would not, individually or in the

aggregate, have a Material Adverse Effect. Neither DES, FMS nor any of the

Sellers has received any written notification of any asserted present or past

failure by DES or FMS to comply with such laws, statutes, ordinances, rules,

regulations, orders or other requirements. DES and FMS have all governmental

permits and approvals from state, federal or local authorities which are

required for DES and FMS to operate its business. Schedule 4.19 attached

hereto contains a complete, current and co