Unassociated Document


    EXHIBIT
      10.1

    
 

    SECURITIES
      PURCHASE AGREEMENT

    
 

    THIS
      SECURITIES PURCHASE AGREEMENT is entered into as of November
      21,
      2005
      (the “Agreement”), by and between WB Capital Group, Inc., a Nevada corporation
      (the “Buyer”) and Fortune Entertainment Corporation, a Delaware corporation (the
“Company”). Each of the Company and the
      Buyer
      is referred to herein as a “Party,” and they are referred to collectively as
“Parties.”

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Company wishes to issue and sell and the Buyer wishes to purchase 3,000,000
      shares of the Company’s common stock (the “Shares”) and Promissory Notes in the
      form of Exhibit 1 attached hereto in the principal amount of $126,000 (the
      “Promissory Notes,” collectively with the Shares referred to herein as the
“Securities”); 

     

    NOW,
      THEREFORE, in consideration of the premises and of the mutual representations,
      warranties and agreements set forth herein, the Parties hereto agree as
      follows:

     

    ARTICLE
      I


     

    PURCHASE
      OF SECURITIES

     

    1.1  
      Incorporation
      of Recitals.
      The
      provisions and recitals set forth above are hereby referred to and incorporated
      herein and made a part of this Agreement by reference.

     

    1.2  
      Purchase
      of Shares.
      Subject
      to the terms and conditions of this Agreement and the Escrow Agreement (as
      defined in Section 1.3 below), on the Closing Date (as hereinafter defined)
      the
      Company shall issue and the Buyer shall purchase: (i) 3,000,000 shares of the
      Company’s common stock for an aggregate purchase price of US$214,000 (the “Share
      Purchase Price”); and (ii) Promissory Notes in the principal amount of $126,000
      for a purchase price of $126,000 (the “Note Purchase Price,” collectively with
      the Share Purchase Price, referred to herein as the “Purchase Price”).


     

    1.3  
      Closing.
      The
      Closing shall take place no later than November 25, 2005 (the “Closing Date”).
      Prior to the Closing Date, in addition to the delivers set forth in Article
      V
      hereof, (a) Buyer shall deposit the Purchase Price in the account of the Escrow
      Agent as set forth in the Escrow Agreement, a form of which is attached hereto
      as Exhibit
      2
      (the
“Escrow Agreement”); (b) the Company shall deliver to the Escrow Agent stock
      certificate(s) evidencing the Shares (the “Shares Certificate”); (c) the Company
      shall deliver to the Escrow Agent executed Promissory Notes. On the Closing
      Date, the Escrow Agent shall transfer the Shares Certificate and the Promissory
      Notes to Buyer per Buyer’s instructions and shall deposit the Purchase Price,
      less wire transfer fees, as set forth in the Escrow Agreement. 

     

    ARTICLE
      II


     

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

     

    The
      Company represents and warrants to Buyer that now and/or as of the Closing
      (for
      purposes of this Article II, the Company shall referred to the Company and
      all
      of its subsidiaries):

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.1  
      Due
      Organization and Qualification; Subsidiaries; Due
      Authorization.

     

    (a) The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of its jurisdiction of formation, with full corporate
      power and authority to own, lease and operate its respective business and
      properties and to carry on its respective business in the places and in the
      manner as presently conducted. The Company is in good standing as a foreign
      corporation in each jurisdiction in which the properties owned, leased or
      operated, or the business conducted, by it requires such qualification except
      for any failure, which when taken together with all other failures, is not
      likely to have a material adverse effect on the business of the Company, taken
      as a whole.

     

    (b) At
      the
      time of Closing, the Company does not have any subsidiaries and does not own,
      directly or indirectly, any capital stock, equity or interest in any
      corporation, firm, partnership, joint venture or other entity.

     

    (c) The
      Company has all requisite corporate power and authority to execute and deliver
      this Agreement, and to consummate the transactions contemplated hereby and
      thereby. The Company has taken all corporate action necessary for the execution
      and delivery of this Agreement and the consummation of the transactions
      contemplated hereby, and this Agreement constitutes the valid and binding
      obligation of the Company, enforceable against the Company in accordance with
      its respective terms, except as may be affected by bankruptcy, insolvency,
      moratoria or other similar laws affecting the enforcement of creditors’ rights
      generally and subject to the qualification that the availability of equitable
      remedies is subject to the discretion of the court before which any proceeding
      therefore may be brought. This
      Agreement, the Actions, and the transactions contemplated hereby have been
      unanimously approved by the Board of Directors of the Company and by the holders
      of a majority of the outstanding shares of Common Stock of the Company.


     

    2.2  
      No
      Conflicts or Defaults.
      The
      execution and delivery of this Agreement by the Company and the consummation
      of
      the transactions contemplated hereby do not and shall not (a) contravene the
      Certificate of Incorporation or By-laws of the Company or (b) with or without
      the giving of notice or the passage of time (i) violate, conflict with, or
      result in a breach of, or a default or loss of rights under, any material
      covenant, agreement, mortgage, indenture, lease, instrument, permit or license
      to which the Company is a party or by which the Company is bound, or any
      judgment, order or decree, or any law, rule or regulation to which the Company
      is subject, (ii) result in the creation of, or give any party the right to
      create, any lien, charge, encumbrance or any other right or adverse interest
      (“Liens”) upon any of the assets of the Company, (iii) terminate or give any
      party the right to terminate, amend, abandon or refuse to perform, any material
      agreement, arrangement or commitment to which the Company is a party or by
      which
      the Company’s assets are bound, or (iv) accelerate or modify, or give any party
      the right to accelerate or modify, the time within which, or the terms under
      which, the Company is to perform any duties or obligations or receive any rights
      or benefits under any material agreement, arrangement or commitment to which
      it
      is a party.

     

    2.3  
      Capitalization.
      The
      authorized capital stock of the Company, on the Closing Date, shall be 5,000,000
      shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”),
      of which 88,429 shares are outstanding, and 40,000,000 shares of Common Stock,
      par value $0.0001 per share, of which 36,885,129 (the “Company Shares”) shares
      are as of the date hereof, issued and outstanding. The
      Company has no issued and outstanding shares of preferred stock. All
      of
      the Company Shares are duly authorized, validly issued, fully paid and
      nonassessable, and have not been issued in violation of any preemptive right
      of
      stockholders. The Company Shares are not, and those shares of Common Stock
      when
      issued in accordance with the terms hereof will not be, subject to any
      preemptive or subscription right. There is no outstanding voting trust agreement
      or other contract, agreement, arrangement, option, warrant, call, commitment
      or
      other right of any character obligating or entitling the Company to issue,
      sell,
      redeem or repurchase any of its securities, and there is no outstanding security
      of any kind convertible into or exchangeable for the common stock of the
      Company, nor has the Company, or any of its agents orally agreed to issue any
      of
      the foregoing, other than the Preferred Stock which converts into shares of
      Common Stock on a 6 shares of Preferred Stock to 1 share of Common Stock basis.
      There
      are
      no declared or accrued unpaid dividends with respect to any shares of the
      Company’s common stock. There are no agreements, written or oral, between the
      Company and any of their shareholders or among any Company shareholders relating
      to the acquisition (including without limitation rights of first refusal or
      preemptive rights), or disposition, or registration under the Securities Act
      or
      voting of the capital stock of the Company. There are no outstanding shares
      of
      Company Common Stock that are subject to vesting. The Company has no other
      capital stock authorized, issued or outstanding.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    2.4  
      Financial
      Statements.

     

    
      (a)  
        SEC
        Documents.
        The
        Company hereby makes reference to the following documents filed with the
        United
        States Securities and Exchange Commission (the “SEC”), as posted on the SEC’s
        website, www.sec.gov:
        (collectively, the “SEC Documents”): (a) Annual Report on Form 10-KSB for the
        fiscal year ended December 31, 2004, 2003, 2002, 2001, 2000 and 1999; (b)
        General Form For Registration of Securities Of Small Business Issuers on
        Form
        10-SB12G as filed on October 30, 1998, and all amendments thereto; and (c)
        Quarterly Reports on Form 10-QSB for the periods ended September 30, 1999,
        2000,
        2001, 2002, 2003 and 2004, March 31, 1999, 2000, 2001, 2002, 2003, 2004 and
        2005, and July 31, 1999, 2000, 2001, 2002, 2003 and 2004, and all amendments
        thereto. The SEC Documents constitute all of the documents and reports that
        the
        Company was required to file with the SEC pursuant to the Securities Exchange
        Act of 1934 (“Exchange Act”) and the rules and regulations promulgated
        thereunder by the SEC since the effectiveness of the Company’s Form 10-SB12G
        filed on October 30, 1998, as amended. The
        financial statements included in the SEC Documents include copies of the
        balance
        sheets of the Company at December 31, 2003 and 2004, and the related statements
        of operations and stockholders’ cash flows for the fiscal years then ended,
        including the notes thereto, as audited by Schumacher & Associates, Inc.,
        independent accountants, and the balance sheet of the Company at September
        30,
        2005 and the related statements of operations and stockholders’ cash flows for
        the nine-month period then ended prepared by the Company’s management (all such
        statements being referred to collectively as the “Company Existing Financial
        Statements”). All the Company Existing Financial Statements, together with the
        notes thereto, have been prepared in accordance with U.S. generally accepted
        accounting principles applied on a basis consistent throughout all periods
        presented. These Company Existing Financial Statements present fairly the
        financial position of the Company as of the dates and for the periods indicated.
        The books of account and other financial records of the Company have been
        maintained in accordance with good business practices. 

    

     

    (b)  
      Since
      the
      date of the latest Company Existing Financial Statements (the “Most Recent
      Date”), there has been no material adverse change in the condition, financial or
      otherwise, net worth, prospects or results of operations of the Company. Without
      limiting the foregoing, since the Most Recent Date:

     

    (i)  
      the
      Company has not sold, leased, transferred or assigned any of their assets,
      tangible or intangible, other than in the ordinary course of business and other
      than as
      required herein with the exception of the Company’s interest in PVA, TRI, and
      GMAD which shall be transferred and removed from the Company prior to
      Closing;

     

    (ii)  
      the
      Company has not entered into any agreement, contract, commitment, lease or
      license (or series of related agreements, contracts, commitments, leases and
      licenses);

     

    (iii)  
      no
      party
      (including the Company) has accelerated, terminated, modified or canceled any
      agreement, contract, lease or license (or series of related agreements,
      contracts, leases and licenses) to which the Company is a Party or by which
      the
      Company or its assets are bound;

     

    (iv)  
      the
      Company has not made any capital expenditure (or series of related capital
      expenditures) of whatever nature;

     

    (v)  
      the
      Company has not made any capital investments in, any loans to, or any
      acquisitions of the securities or assets of any other Person (or a series of
      related capital investments, loans and acquisitions);

     

    (vi)  
      the
      Company has not issued any notes, bonds or other debt securities, or created,
      incurred, assumed or guaranteed any indebtedness for borrowed money or
      capitalized lease obligation;

     

    (vii)  
      the
      Company has not canceled, compromised, waived or released any right or claim
      (or
      series of related rights and claims);

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (viii)  
      the
      Company has not made any loans to, or entered into any other transactions with,
      any of their respective directors, officers, or employees; and

     

    (ix)  
      the
      Company has committed to do any of the foregoing.

     

    2.5  
      Further
      Financial Matters.
      The
      Company does not have any (a) assets of any kind or (b) liabilities or
      obligations, whether secured or unsecured, accrued, determined, absolute or
      contingent, asserted or unasserted or otherwise, which are required to be
      reflected or reserved in a balance sheet or the notes thereto under generally
      accepted accounting principles, and which are not reflected in the Company
      Financial Statements. 

     

    2.6  
      Taxes.
      The
      Company has filed all United States federal, state, county, local and foreign,
      national, provincial and local returns and reports which were required to be
      filed on or prior to the Closing Date hereof in respect of all income,
      withholding, franchise, payroll, excise, property, sales, use, value-added
      or
      other taxes or levies, imposts, duties, license and registration fees, charges,
      assessments or withholdings of any nature whatsoever (together, “Taxes”), and
      has paid all Taxes (and any related penalties, fines and interest) which have
      become due pursuant to such returns or reports or pursuant to any assessment
      which has become payable, or, to the extent its liability for any Taxes (and
      any
      related penalties, fines and interest) has not been fully discharged, the same
      have been properly reflected as a liability on the books and records of the
      Company and adequate reserves therefore have been established. All such returns
      and reports filed on or prior to the date hereof have been properly prepared
      and
      are true, correct (and to the extent such returns reflect judgments made by
      the
      Company, as the case may be, such judgments were reasonable under the
      circumstances) and complete in all material respects. The amount shown on the
      Company’s most recent balance sheet as provision for taxes is sufficient in all
      material respects to pay all accrued and unpaid federal, state, local and
      foreign taxes for the period then ended and all prior periods. No tax return
      or
      tax return liability of the Company has been audited or, presently under audit.
      The Company has not given or been requested to give waivers of any statute
      of
      limitations relating to the payment of any Taxes (or any related penalties,
      fines and interest). There are no claims pending or, to the knowledge of the
      Company, threatened, against the Company for past due Taxes. All payments for
      withholding taxes, unemployment insurance and other amounts required to be
      paid
      for periods prior to the date hereof to any governmental authority in respect
      of
      employment obligations of the Company, including, without limitation, amounts
      payable pursuant to the Federal Insurance Contributions Act, have been paid
      or
      shall be paid prior to the Closing and have been duly provided for on the books
      and records of the Company and in the Financial Statements. All such amounts
      and
      penalties are set forth in the Company’s balance sheet.

     

    2.7  
       Indebtedness;
      Contracts; No Defaults; Liabilities.

     

    (a)  
      The
      Company has no instruments, agreements, indentures, mortgages, guarantees,
      notes, commitments, accommodations, letters of credit or other arrangements
      or
      understandings, whether written or oral, to which the Company is a party, all
      of
      which will be extinguished shortly after the Closing. 

     

    (b)  
      Neither
      the Company, nor, to the Company’s knowledge, any other person or entity is in
      breach, or in default under any contract, agreement, arrangement, commitment
      or
      plan to which the Company is a party, and no event or action has occurred,
      is
      pending or is threatened, which, after the giving of notice, passage of time
      or
      otherwise, would constitute or result in such a breach or default by the Company
      or, to the knowledge of the Company, any other person or entity. The Company
      has
      not received any notice of default under any contract, agreement, arrangement,
      commitment or plan to which it is a party, which default has not been cured
      to
      the satisfaction of, or duly waived by, the party claiming such default on
      or
      before the date hereof.

     

    (c)  
      Other
      than the liabilities set forth on Schedule
      B
      which
      shall be paid off immediately after the closing, the Company shall have only
      $25,000 in liabilities.

    


    2.8  
       Real
      Property.
      The
      Company does not own or lease any real property. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    2.9   
      Compliance.
      

     

    (a)  
      The
      Company is not conducting its respective business or affairs in violation of
      any
      applicable federal, state or local law, ordinance, rule, regulation, court
      or
      administrative order, decree or process, or any requirement of insurance
      carriers. The Company has not received any notice of violation or claimed
      violation of any such law, ordinance, rule, regulation, order, decree, process
      or requirement.

    


    (b)  
      The
      Company is in compliance with all applicable federal, state, local and foreign
      laws and regulations. There are no claims, notices, actions, suits, hearings,
      investigations, inquiries or proceedings pending or, to the knowledge of the
      Company, threatened against the Company, and there are no past or present
      conditions that the Company has reason to believe are likely to give rise to
      any
      material liability or other obligations of the Company under any
      circumstances.

    


    2.10  
      Permits
      and Licenses.
      The
      Company has all certificates of occupancy, rights, permits, certificates,
      licenses, franchises, approvals and other authorizations as are reasonably
      necessary to conduct its respective business and to own, lease, use, operate
      and
      occupy its assets, at the places and in the manner now conducted and operated,
      except those the absence of which would not materially adversely affect its
      respective business. The Company has not received any written or oral notice
      or
      claim pertaining to the failure to obtain any material permit, certificate,
      license, approval or other authorization required by any federal, state or
      local
      agency or other regulatory body, the failure of which to obtain would materially
      and adversely affect its business.

     

    2.11  
      Litigation.
      

     

    (a)  
      There
      is
      no claim, dispute, action, suit, inquiry, proceeding or investigation pending
      or, to the knowledge of the Company, threatened, against or affecting the
      business of the Company, or challenging the validity or propriety of the
      transactions contemplated by this Agreement, at law or in equity or admiralty
      or
      before any federal, state, local, foreign or other governmental authority,
      board, agency, commission or instrumentality, nor has any such claim, dispute,
      action, suit, proceeding or investigation been pending or threatened, during
      the
      12 month period preceding the date hereof other than with Hart & Trinen
      which shall be settled upon Closing; 

     

    (b)  
      There
      is
      no outstanding judgment, order, writ, ruling, injunction, stipulation or decree
      of any court, arbitrator or federal, state, local, foreign or other governmental
      authority, board, agency, commission or instrumentality, against or affecting
      the business of the Company other than with Hart & Trinen which shall be
      settled upon Closing; and 

     

    (c)  
      The
      Company has not received any written or verbal inquiry from any federal, state,
      local, foreign or other governmental authority, board, agency, commission or
      instrumentality concerning the possible violation of any law, rule or regulation
      or any matter disclosed in respect of its business.

     

    2.12  
      Insurance.
      The
      Company does not currently maintain any form of insurance. 

     

    2.13  
      Certificate
      of Incorporation and By-laws; Minute Books.
      Certified copies of the Company’s Certificate of Incorporation and its by-laws
      have been forwarded to the Buyer. Such copies of the Certificate of
      Incorporation and By-laws (or similar governing documents) of the Company,
      and
      all amendments to each are true, correct and complete. The minute books of
      the
      Company as forwarded to the Buyer contain true and complete records of all
      meetings and consents in lieu of meetings of their respective Board of Directors
      (and any committees thereof), or similar governing bodies, since the time of
      their respective organization. The stock books of the Company as forwarded
      to
      the Buyer are true, correct and complete.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    2.14  
      Employee
      Benefit Plans. The
      Company does not maintain, nor has the Company maintained in the past, any
      employee benefit plans (“as defined in Section 3(3) of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”)), or any plans, programs,
      policies, practices, arrangements or contracts (whether group or individual)
      providing for payments, benefits or reimbursements to employees of the Company,
      former employees, their beneficiaries and dependents under which such employees,
      former employees, their beneficiaries and dependents are covered through an
      employment relationship with the Company, any entity required to be aggregated
      in a controlled group or affiliated service group with the Company for purposes
      of ERISA or the Internal Revenue Code of 1986 (the “Code”) (including, without
      limitation, under Section 414(b), (c), (m) or (o) of the Code or Section 4001
      of
      ERISA, at any relevant time (“Benefit Plans”).

     

    2.15  
      Patents;
      Trademarks and Intellectual Property Rights. The
      Company does not own or possess any patents, trademarks, service marks, trade
      names, copyrights, trade secrets, licenses, information, Internet web site(s)
      or
      proprietary rights of any nature. The business conducted by the Company has
      not
      and will not cause the Company to infringe or violate any of the patents,
      trademarks, service marks, trade names, copyrights, mask-works, licenses, trade
      secrets, processes, data, know-how or other intellectual property rights of
      any
      other Person.

     

    2.16  
      Brokers.
      The
      Company has not agreed to or incurred any obligation or other liability that
      could be claimed against the Company or Buyer or any other person for any
      finder’s fee, brokerage commission or similar payment.

     

    2.17  
      Affiliate
      Transactions.
      Neither
      the Company nor any officer, director or employee of the Company (or any of
      the
      relatives or Affiliates of any of the aforementioned Persons) is a party to
      any
      agreement, contract, commitment or transaction with the Company or affecting
      the
      business of the Company, or has any interest in any property, whether real,
      personal or mixed, or tangible or intangible, used in or necessary to the
      Company which will subject the Company to any liability or obligation from
      and
      after the Closing Date.

     

    2.18  
      Trading.
      The
      Company Common Stock is currently listed for trading on the OTC Bulletin Board
      (the “Bulletin Board”), and the Company has not received any notices that its
      common stock is subject to being delisted therefrom.

     

    2.19  
      Compliance.
      The
      Company has complied with the requirements of the Securities Exchange Act of
      1934, as amended (the “Exchange Act”) and the Securities Act of 1933, as amended
      (the “Securities Act”), and is current in its filings under the Exchange Act and
      the Securities Act.

     

    2.20  
      Filings.
      To the
      knowledge of the Company, none of the filings made by the Company under the
      Securities Act or the Exchange Act make any untrue statement of a material
      fact
      or omit to state a material fact necessary in order to make the statements
      made,
      in light of the circumstances under which they were made, not
      misleading.

     

    2.21  
      Consents.
      No
      consent, waiver, approval, order or authorization of, or registration,
      declaration or filing with, any court, administrative agency or commission
      or
      other federal, state, county, local or other foreign governmental authority,
      instrumentality, agency or commission (“Governmental Entity”) is required by or
      with respect to the Company in connection with the execution and delivery of
      this Agreement and any related agreements to which the Company is a party or
      the
      consummation of the transactions contemplated hereby and thereby, except for
      such consents, waivers, approvals, orders, authorizations, registrations,
      declarations and filings as may be required under applicable securities
      laws.

     

    2.22  
      Schedules. 
      All
      lists
      or other statements, information or documents set forth in, attached to any
      Schedule provided pursuant to this Agreement or delivered hereunder shall be
      deemed to be representations and warranties by the Company with the same force
      and effect as if such lists, statements, information and documents were set
      forth herein. Any list, statement, document or any information set forth in,
      attached to any Schedule provided pursuant to this Agreement or delivered
      hereunder shall not be deemed to constitute disclosure for any other Schedule
      provided pursuant to this Agreement unless specific cross reference is made
      and
      shall survive after closing.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    2.23  
      Environmental
      Matters.
      The
      Company has never: (i) operated any underground storage tanks at any
      property that the Company has at any time owned, operated, occupied or leased;
      or (ii) illegally released any material amount of any substance that
      has
      been designated by any Governmental Entity or by applicable foreign, federal,
      state, or local law to be radioactive, toxic, hazardous or otherwise a danger
      to
      health or the environment, including, without limitation, PCBs, asbestos,
      petroleum, and urea-formaldehyde and all substances listed as hazardous
      substances pursuant to the Comprehensive Environmental Response, Compensation,
      and Liability Act of 1980, as amended, or defined as a hazardous waste pursuant
      to the United States Resource Conservation and Recovery Act of 1976, as amended,
      and the regulations promulgated pursuant to said laws), but excluding office
      and
      janitorial supplies properly and safely maintained.

     

    2.24.  
      Subsidiaries.
      The
      Company does have any subsidiaries and does not own any securities of another
      corporation, partnership, limited liability company or other forms of business
      entities.

    


    2.25  
      Representations
      and Warranties.
      The
      representations and warranties of the Company included in this Agreement and
      any
      list, statement, document or information set forth in, attached to any Schedule
      provided pursuant to this Agreement or delivered hereunder, are true and
      complete in all material respects and do not contain any untrue statement of
      a
      material fact or omit to state a material fact required to be stated therein
      or
      necessary to make the statements contained therein not misleading, under the
      circumstance under which they were made and shall survive after closing as
      set
      forth herein.

     

    


    ARTICLE
      III


     

    REPRESENTATIONS
      AND WARRANTIES OF THE BUYER

     

    The
      Buyer
      hereby represents and warrants to the Company that now and/or as of the
      Closing:

     

    3.1  
      Authority
      Relative to this Agreement.
      The
      Buyer has the requisite power and/or authority to enter into this Agreement
      and
      carry out his/her obligations hereunder. This Agreement has been duly and
      validly executed and delivered by the Buyer and constitutes a valid and binding
      obligation of the Buyer, enforceable in accordance with its terms, except as
      such enforcement may be limited by bankruptcy, insolvency or other similar
      laws
      affecting the enforcement of creditors' rights generally or by general
      principles of equity. 

     

    3.2  
      Buyer
      Representation Regarding the Securities.
      The
      Buyer understands that the Securities are “restricted securities” and have not
      been registered under the Securities Act or any applicable state securities
      law
      and is acquiring the Securities as principal for its own account and not with
      a
      view to or for distributing or reselling such Securities or any part thereof,
      has no present intention of distributing any of such Securities and has no
      arrangement or understanding with any other persons regarding the distribution
      of such Securities (this representation and warranty not limiting such Buyer’s
      right to sell the Securities pursuant to the Registration Statement or otherwise
      in compliance with applicable federal and state securities laws). The Buyer
      is
      acquiring the Shares and the Promissory Notes hereunder in the ordinary course
      of its business. The Buyer does not have any agreement or understanding,
      directly or indirectly, with any Person to distribute any of the
      Securities.

    


    3.3  
      Buyer
      Status.
      At the
      time the Buyer receives any of the Securities, the Buyer will be an “accredited
      investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under
      the Securities Act. 

    


    3.4  
      Experience
      of the Buyer.
      The
      Buyer, either alone or together with its representatives, has such knowledge,
      sophistication and experience in business and financial matters so as to be
      capable of evaluating the merits and risks of the prospective investment in
      the
      Securities, and has so evaluated the merits and risks of such investment. The
      Buyer is able to bear the economic risk of an investment in the Securities
      and,
      at the present time, is able to afford a complete loss of such
      investment.

    
      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    3.5  
      General
      Solicitation.
      The
      Buyer is not receiving the Securities as a result of any advertisement, article,
      notice or other communication regarding the Shares or the Promissory Notes
      published in any newspaper, magazine or similar media or broadcast over
      television or radio or presented at any seminar or any other general
      solicitation or general advertisement.

     

    ARTICLE
      IV

     

    DELIVERIES
      & CONDITIONS

     

    4.1  
      Items
      to be delivered to Buyer prior to or at the Closing by the
      Company.
      Buyer’s
      obligation to purchase the Securities is conditioned on the following closing
      conditions and deliveries:

     

    (a)  
      Full
      and
      complete responses to the due diligence request list of Buyer including but
      not
      limited to the following:

     

    (i)  
      Certified
      copies of the articles of incorporation and amendments thereto, by-laws and
      amendments thereto, certificate of good standing in the Company’s state of
      incorporation;

     

    (ii)  
      all
      minutes and resolutions of the board of directors and of the shareholders (and
      meetings of shareholders) in possession of the Company;

     

    (iii)  
      shareholder
      list of the Company;

     

    (iv)  
      all
      financial statements and tax returns in possession of the Company;

     

    (v)  
      all
      applicable schedules hereto;

     

    (c)  
      A
      copy of
      this Agreement duly executed has been delivered to the Escrow
      Agent;

    


    (d)  
      Share
      Certificates issued in the name of the Buyer or its designee or assignee; has
      been delivered to the Escrow Agent;

    


    (e)  
      Any
      other
      document reasonably requested by Buyer that Buyer deems necessary for the
      consummation of this transaction;

     

    
      (f)  
        A copy of the Escrow Agreement duly executed;

       

      (g)  
        Promissory
        Notes duly executed;

      
        
           

          (h)  
            The
            Buyer
            is satisfied with its due diligence investigation of the Company, in
            its sole
            discretion; 

           

          (i)  
            Delivery
            of the Amended and Restated Promissory Notes and the cancelled Promissory
            Notes;
            and

        

      

    

     

    (j)  
      the
      representations and warranties set forth in Articles 2 of this Agreement shall
      be true and correct in all material respects. 

      

    4.2  
      Items
      to be delivered to the Escrow Agent prior to or at Closing by
      Buyer.
      

     

    (a)  
      All
      applicable exhibits and schedules hereto;

     

    (b)  
      A
      copy of
      this Agreement duly executed;

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (c)  
      A
      copy of
      the Escrow Agreement duly executed;

     

    (d)  
      any
      other
      document reasonably requested by the Company that it deems necessary for the
      consummation of this transaction.

     

    ARTICLE
      V

     

    TERMINATION

     

    5.1  
      Termination.
      This
      Agreement may be terminated:

     

    (a)  
      at
      any
      time before, or at, Closing by written notice of Buyer; 

     

    (b)  
      prior
      to
      the Closing by any Party at any time if
      any
      provision (including, but not limited to, the representations and warranties)
      of
      this Agreement that is applicable to or required to be performed by the other
      Party shall be materially untrue or fail to be accomplished or if any conditions
      set forth in Article 4 hereof have not been fully satisfied;

     

    (c)  
      Upon
      termination of this Agreement for any reason, in accordance with the terms
      and
      conditions set forth in this paragraph, each Party shall bear all costs and
      expenses as that Party has incurred. 

     

    


    ARTICLE
      VI


     

    MISCELLANEOUS

     

    6.1  
      Survival
      of Representations, Warranties and Agreements.
      All
      representations, warranties and statements made by a Party to in this Agreement
      or in any document or certificate delivered pursuant hereto shall survive the
      Closing Date. Each of the Parties hereto is executing and carrying out the
      provisions of this Agreement in reliance upon the representations, warranties
      and covenants and agreements contained in this agreement or at the closing
      of
      the transactions herein provided for and not upon any investigation which it
      might have made or any representations, warranty, agreement, promise or
      information, written or oral, made by the other Party or any other person other
      than as specifically set forth herein.

     

    6.2  
      Access
      to Books and Records.
      During
      the course of this transaction through Closing, each Party agrees to make
      available for inspection all corporate books, records and assets, and otherwise
      afford to each other and their respective representatives, reasonable access
      to
      all documentation and other information concerning the business, financial
      and
      legal conditions of each other for the purpose of conducting a due diligence
      investigation thereof. Such due diligence investigation shall be for the purpose
      of satisfying each Party as to the business, financial and legal condition
      of
      each other for the purpose of determining the desirability of consummating
      the
      proposed transaction. The Parties further agree to keep confidential and not
      use
      for their own benefit, except in accordance with this Agreement any information
      or documentation obtained in connection with any such
      investigation.

     

    6.3  
      Further
      Assurances.
      If, at
      any time after the Closing, the Parties hereby mutually agree
      that any further deeds, assignments or assurances in law or that any other
      things are necessary, desirable or proper to complete the transactions
      contemplated hereby in accordance with the terms of this agreement or to vest,
      perfect or confirm, of record or otherwise, the title to any property or rights
      of the Parties hereto, the Parties agree that their proper officers and
      directors shall execute and deliver all such proper deeds, assignments and
      assurances in law and do all things necessary, desirable or proper to vest,
      perfect or confirm title to such property or rights and otherwise to carry
      out
      the purpose of this Agreement, and that the proper officers and directors the
      Parties are fully authorized to take any and all such action.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    6.4  
      Notice.
      All
      communications, notices, requests, consents or demands given or required under
      this Agreement shall be in writing and shall be deemed to have been duly given
      when delivered to, or received by prepaid registered or certified mail or
      recognized overnight courier addressed to, or upon receipt of a facsimile sent
      to, the Party for whom intended, as follows, or to such other address or
      facsimile number as may be furnished by that Party by notice in the manner
      provided herein:

     

    If
      to the
      Company:

     

    Fortune
      Entertainment Corp

    8687
      West
      Sahara Ave

    Suite
      150

    Las
      Vegas, NV 89117

    Attn:
      Douglas R Sanderson, CEO & President 

     

    If
      to
      Buyer:

     

    WB
      Capital Group, Inc.

    385
      Freeport #1

    Sparks,
      Nevada 89431

    Attn:
      Calvin Wong, President

     

    6.5  
      Entire
      Agreement.
      This
      Agreement, the Exhibits and Schedules hereto and any instruments and agreements
      to be executed pursuant to this Agreement, set forth the entire understanding
      of
      the Parties hereto with respect to its subject matter, merges and supersedes
      all
      prior and contemporaneous understandings with respect to its subject matter
      and
      may not be waived or modified, in whole or in part, except by a writing signed
      by each of the Parties hereto. No waiver of any provision of this Agreement
      in
      any instance shall be deemed to be a waiver of the same or any other provision
      in any other instance. Failure of any party to enforce any provision of this
      Agreement shall not be construed as a waiver of its rights under such
      provision.

     

    6.6  
      Successors
      and Assigns.
      This
      Agreement shall be binding upon, enforceable against and inure to the benefit
      of, the Parties hereto and their respective heirs, administrators, executors,
      personal representatives, successors and assigns, and nothing herein is intended
      to confer any right, remedy or benefit upon any other person. This Agreement
      may
      not be assigned by the Corporation except with the prior written consent of
      the
      Buyer. This Agreement and all of the obligations of the Company may be assigned
      by the Buyer without the prior notice to the Company or written consent of
      the
      Company and upon assignment, all of the rights and obligations of Buyer shall
      be
      the rights and obligations of the Buyer’s designated assignee.

     

    6.7  
      Governing
      Law.
      This
      Agreement shall in all respects be governed by and construed in accordance
      with
      the laws of the State of Nevada, USA that are applicable to agreements made
      and
      fully to be performed in such state, without giving effect to conflicts of
      law
      principles.

     

    6.8  
      Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    6.9  
      Construction.
      Headings contained in this Agreement are for convenience only and shall not
      be
      used in the interpretation of this Agreement. References herein to Articles,
      Sections and Exhibits are to the articles, sections and exhibits, respectively,
      of this Agreement. The Schedules hereto are hereby incorporated herein by
      reference and made a part of this Agreement. As used herein, the singular
      includes the plural, and the masculine, feminine and neuter gender each includes
      the others where the context so indicates.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    6.10  
      Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable by a court
      of
      competent jurisdiction, this Agreement shall be interpreted and enforceable
      as
      if such provision were severed or limited, but only to the extent necessary
      to
      render such provision and this Agreement enforceable.

     

    6.11  
      Arbitration.
      Any
      controversy arising out of, connected to, or relating to any matters herein
      of
      the transactions with the Parties hereto on behalf of the undersigned, or this
      Agreement, or the breach thereof, including, but not limited to any claims
      of
      violations of federal and/or state securities laws, banking statutes, consumer
      protection statutes, federal and/or state anti-racketeering (e.g. RICO) claims
      as well as any common law claims and any state law claims of fraud, negligence,
      negligent misrepresentations, and/or conversion, or the laws of any territory,
      country or jurisdiction, shall be settled by arbitration; and in accordance
      with
      this paragraph any judgment on the arbitrator’s award may be entered in any
      court having jurisdiction thereof. In the event of such a dispute, each party
      agrees to arbitration conducted through the auspices of American Arbitration
      Association. Venue for any action shall lie in Nevada, USA.

     

    6.12  
      [intentionally
      omitted.] 

     

    6.13  
      Confidentiality;
      Public Disclosure.
      Each of
      the parties hereto hereby agrees that the information obtained pursuant to
      the
      negotiation and execution of this Agreement shall be treated as confidential
      and
      not be disclosed to third parties who are not agents of one of the Parties
      to
      this Agreement.

     

    6.14  
      Notification
      of Certain Matters.
      Each
      Party shall give prompt notice to the other of (i) the occurrence or
      non-occurrence of any event, the occurrence or non-occurrence of which is likely
      to cause any representation or warranty of such party contained in this
      Agreement to be untrue or inaccurate and (ii) any failure of such party to
      comply with or satisfy any covenant, condition or agreement to be complied
      with
      or satisfied by it hereunder; provided,
      however,
      that
      the delivery of any notice pursuant to this Section shall not limit
      or
      otherwise affect any remedies available to the party receiving such notice.
      Further, disclosure pursuant to this Section shall not be deemed to
      amend
      or supplement the Schedules hereto or prevent or cure any
      misrepresentations, breach of warranty or breach of covenant.

     

    6.15  
      Currency.
      The
      parties hereto agree that all monetary amounts set forth herein are referenced
      in United States dollars, unless otherwise stated.

     

    6.16  
      Rules
      of Construction.
      The
      parties hereto agree that they have been represented by counsel during the
      negotiation and execution of this Agreement and, therefore, waive the
      application of any law, regulation, holding or rule of construction providing
      that ambiguities in an agreement or other document will be construed against
      the
      party drafting such agreement or document.

     

    6.17  
      Counterparts.
      This
      Agreement may be executed in counterparts and by facsimile signatures. In the
      event that any signature is delivered by facsimile transmission, such signature
      shall create a valid and binding obligation of the party executing (or on whose
      behalf such signature is executed) with the same force and effect as if such
      facsimile signature page were an original thereof. All such counterparts shall
      together constitute one and the same instrument.

     

     

    [Signatures
      to Follow]

    


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, each of the Parties hereto has executed this Agreement as
      of
      the date first set forth above.

    
       

      
        	 	BUYER:
	 	 
	
                 

              	
                
                  WB
                    Capital Group, Inc., 

                  a
                    Nevada corporation

                

              
	 	 	 
	
                 

              	
                
                  By:

                

              	
                /s/
                  Calvin Wong

              
	
                 

              	
                 

              	
                Calvin
                  Wong

                President

              


      

      

        
           

          
            	 	COMPANY:
	 	 
	
                     

                  	
                    Fortune
                      Entertainment Corporation,

                    a
                      Delaware corporation

                  
	 	 	 
	
                     

                  	
                    
                      By:

                    

                  	
                    /s/
                      Douglas R. Sanderson

                  
	
                     

                  	
                     

                  	
                    Douglas
                      R. Sanderson

                    CEO
                      & President

                  


          

           

        

      

    

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Exhibit
      1
Form
      of
      Promissory Note

     

    

      NEITHER
        THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
        HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
        SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”),
        AND,
        ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
        EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
        SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
        TO
        SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
        COMPANY. 

      


       

      FORTUNE
        ENTERTAINMENT CORPORATION

      


      Promissory
        Note

      due
        January 31, 2006

       

      


      
        	Dated: 
                November 21, 2005	
                 $126,000.00

              


      

      


      For
        value
        received, FORTUNE ENTERTAINMENT CORPORATION, a Delaware corporation (the
        "Maker"),
        hereby promises to pay CENTRAL CLASS GROUP LIMITED, a British Virgin Island
        company (collectively, with its successors, representatives, and assigns,
        the
        "Holder"),
        in
        accordance with the terms hereinafter provided, the principal amount of One
        Hundred Twenty-Six Thousand dollars together with interest thereon.


       

      All
        payments under or pursuant to this Note shall be made in United States Dollars
        in immediately available funds to the Holder at
        the
        address of the Holder set forth in Section 4.1 herein. The
        outstanding principal balance of this Note shall be due and payable on January
        31, 2006 (the "Maturity
        Date")
        or at
        such earlier time as provided herein. 

       

      ARTICLE
        I

       

      Section
        1.1  Note
        Issuance.  
        This Note is issued pursuant to that certain Securities Purchase Agreement
        between the Maker and the Holder dated of even date herewith. 

       

      Section
        1.2  Interest.  
        Beginning 90 days after the date of this Agreement (“Interest Commencement
        Date”), the outstanding principal balance of this Note shall bear interest, in
        arrears, at a rate per annum equal to five percent (5%), payable in cash.
        Interest shall be computed on the basis of a 360-day year of twelve (12)
        30-day
        months and shall accrue commencing on the Interest Commencement Date.
Furthermore,
        upon the occurrence of an Event of Default (as defined in Section 2.1 hereof),
        then to the extent permitted by law, the Maker will pay interest to the Holder,
        payable on demand, on the outstanding principal balance of the Note from
        the
        date of the Event of Default of the lesser of twenty-five percent (25%) and
        the
        maximum applicable legal rate per annum. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        II

       

      EVENTS
        OF
        DEFAULT; REMEDIES

       

      Section
        2.1  Events
        of Default.  
        The occurrence of any of the following events shall be an "Event of Default"
        under this Note:

       

      (a)  the
        Maker
        shall fail to make the payment of any amount of principal or interest
        outstanding on the date such payment is due hereunder; or

       

      (b)  the
        Maker
        shall fail to (i) timely deliver the shares of common stock upon conversion
        of
        the Note as provided for herein, or (ii) make the payment of any fees and/or
        liquidated damages under this Note; or

       

      (c)  the
        Maker
        shall be in default in the performance or observance of (i) any material
        covenant, condition or agreement contained in this Note and such default
        is not
        fully cured within five (5) business days after the occurrence thereof;
        or

       

      (d)  the
        Maker
        shall (i) apply for or consent to the appointment of, or the taking of
        possession by, a receiver, custodian, trustee or liquidator of itself or
        of all
        or a substantial part of its property or assets, (ii) make a general assignment
        for the benefit of its creditors, (iii) commence a voluntary case under the
        United States Bankruptcy Code (as amended, the “Bankruptcy
        Code”)
        or
        under the comparable laws of any jurisdiction, (iv) file a petition seeking
        to
        take advantage of any bankruptcy, insolvency, moratorium, reorganization
        or
        other similar law affecting the enforcement of creditors' rights generally,
        (v)
        acquiesce in writing to any petition filed against it in an involuntary case
        under the Bankruptcy Code or under the comparable laws of any jurisdiction,
        or
        (vi) take any action under the laws of any jurisdiction analogous to any
        of the
        foregoing; or

       

      (e)  the
        Maker
        shall be in breach of or default under the terms, provisions, conditions
        or
        provisions of any other agreement to which the Maker and Holder are parties
        including such agreements in existence as of the date hereof and those
        agreements executed by the parties hereafter; or

       

      (f)  the
        Maker
        shall be in default under any other promissory note or any other payment
        obligation in whatever form made by the Maker in excess of $2,500; or


       

      (g)  a
        proceeding or case shall be commenced in respect of the Maker, without its
        application or consent, in any court of competent jurisdiction, seeking (i)
        the
        liquidation, reorganization, moratorium, dissolution, winding up, or composition
        or readjustment of its debts, (ii) the appointment of a trustee, receiver,
        custodian, liquidator or the like of it or of all or any substantial part
        of its
        assets in connection with the liquidation or dissolution of the Maker or
        (iii)
        similar relief in respect of it under any law providing for the relief of
        debtors, and such proceeding or case described in clause (i), (ii) or (iii)
        shall continue undismissed, or unstayed and in effect, for a period of sixty
        (60) days or any order for relief shall be entered in an involuntary case
        under
        the Bankruptcy Code or under the comparable laws of any jurisdiction against
        the
        Maker or action under the laws of any jurisdiction analogous to any of the
        foregoing shall be taken with respect to the Maker and shall continue
        undismissed, or unstayed and in effect for a period of sixty (60)
        days.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      Section
        2.2  Remedies
        Upon An Event of Default.  
        If an Event of Default shall have occurred and shall be continuing, the Holder
        of this Note may at any time at its option, (a) declare the entire unpaid
        principal balance of this Note, together with all interest accrued hereon,
        due
        and payable, and thereupon, the same shall be accelerated and so due and
        payable, without presentment, demand, protest, or notice, all of which are
        hereby expressly unconditionally and irrevocably waived by the Maker; (b)
        demand
        that the principal amount of this Note then outstanding and all accrued and
        unpaid interest thereon shall be converted into shares of Common Stock, or
        (c)
        exercise or otherwise enforce any one or more of the Holder's rights, powers,
        privileges, remedies and interests under this Note or applicable law. In
        addition, the applicable rate of interest shall be adjusted pursuant to Section
        1.2.

       

       

      ARTICLE
        III

       

      [INTENTIONALLY
        OMITTED]

       

      


       

      ARTICLE
        IV

       

      MISCELLANEOUS

       

      Section
        4.1  Notices.  
        Any notice, demand, request, waiver or other communication required or permitted
        to be given hereunder shall be in writing and shall be effective (a) upon
        hand
        delivery by telex (with correct answer back received), telecopy or facsimile
        at
        the address or facsimile number designated below (if delivered on a business
        day
        during normal business hours where such notice is to be received), or the
        first
        business day following such delivery (if delivered other than on a business
        day
        during normal business hours where such notice is to be received) or (b)
        on the
        second business day following the date of mailing by express courier service,
        fully prepaid, addressed to such address, or upon actual receipt of such
        mailing, whichever shall first occur. 

       

      Any
        notice to the Maker shall be sent to:

       

      Fortune
        Entertainment Corporation

      Attention:
        Douglas R. Sanderson

      Facsimile
        Number: (702) 254-3190

      


      Any
        notice to the Holder shall be sent to:

       

      Central
        Class Group Limited

      _________________________

      _________________________

      


      Section
        4.2  Governing
        Law.  
        This Note shall be governed by and construed in accordance with the internal
        laws of the State of Nevada, without giving effect to any of the conflicts
        of
        law principles which would result in the application of the substantive law
        of
        another jurisdiction. This Note shall not be interpreted or construed with
        any
        presumption against the party causing this Note to be drafted.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      Section
        4.3  Remedies,
        Characterizations, Other Obligations, Breaches and Injunctive
        Relief.   The remedies provided in this Note shall be cumulative.
        The Maker acknowledges that a breach by it of its obligations hereunder will
        cause irreparable and material harm to the Holder and that the remedy at
        law for
        any such breach may be inadequate. Therefore the Maker agrees that, in the
        event
        of any such breach or threatened breach, the Holder shall be entitled, in
        addition to all other available rights and remedies, at law or in equity,
        to
        seek and obtain such equitable relief, including but not limited to an
        injunction restraining any such breach or threatened breach, without the
        necessity of showing economic loss and without any bond or other security
        being
        required. 

       

      Section
        4.4  Binding
        Effect.   The obligations of the Maker and the Holder set forth
        herein shall be binding upon the successors and assigns of each such party,
        whether or not such successors or assigns are permitted by the terms
        hereof.

       

      Section
        4.5  Amendments.  
        This Note may not be modified or amended in any manner except in writing
        executed by the Maker and the Holder.

       

      Section
        4.6  Failure
        or Indulgence Not Waiver.   No failure or delay on the part of the
        Holder in the exercise of any power, right or privilege hereunder shall operate
        as a waiver thereof, nor shall any single or partial exercise of any such
        power,
        right or privilege preclude other or further exercise thereof or of any other
        right, power or privilege.

       

      Section
        4.7  Waivers.
        Except as otherwise specifically provided herein, the Maker and all others
        that
        may become liable for all or any part of the obligations evidenced by this
        Note,
        hereby waive presentment, demand, notice of nonpayment, protest and all other
        demands' and notices in connection with the delivery, acceptance, performance
        and enforcement of this Note.

       

      Section
        4.13      Definitions.
        For the
        purposes hereof, the following terms shall have the following
        meanings:

      


      “Person”
        means an
        individual or a corporation, partnership, trust, incorporated or unincorporated
        association, joint venture, limited liability company, joint stock company,
        government (or an agency or political subdivision thereof) or other entity
        of
        any kind.

       

      “Trading
        Day”
        means a
        day in which the Common Stock is traded in the over-the-counter market, as
        reported by the NASD OTC Bulletin Board or such other exchange on which the
        Common Stock is then traded.

      


      [signature
        page follows]

      
         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

      


      IN
        WITNESS WHEREOF, the Maker has executed this Promissory Note as of the day
        and
        year first above written.

       

      
        
          
            	 	 
	
                     

                  	
                    FORTUNE
                      ENTERTAINMENT CORPORATION

                  
	 	 	 
	
                     

                  	
                    
                      By:

                    

                  	
                    /s/
                      Douglas R. Sanderson

                  
	
                     

                  	
                     

                  	
                    Name:
                      Douglas R. Sanderson

                    Title:
                      Chief Executive Officer

                  


          

           

           

          
            
              
              

            

            
              5