First Financial Management Corp – ‘10-Q’ for 6/30/94 – EX-10.2

As of:  Friday, 8/12/94   ·   For:  6/30/94   ·   Accession #:  950144-94-1478   ·   File #:  1-10442

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Quarterly Report   —   Form 10-Q
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        First Financial Management 10-Q                       13     55K 
 2: EX-4.1      Amendments 1 & 2 to Savings Plan                      23     40K 
 3: EX-10.1     Amendment to Incentive Stock Plan                      1      7K 
 4: EX-10.2     Agreement Plan of Reorganization and Merger           57    255K 

EX-10.2   —   Agreement Plan of Reorganization and Merger
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                                                                  EXHIBIT 10.2

AGREEMENT, PLAN OF REORGANIZATION AND PLAN OF MERGER

BY AND AMONG

FIRST FINANCIAL MANAGEMENT CORPORATION, 

BLUEBIRD ACQUISITION CORPORATION, 

GENCAN ACQUISITION CORPORATION, 

GENEX SERVICES, INC., 

GENEX SERVICES OF CANADA, LTD.

AND 

THE SHAREHOLDERS OF 

EACH OF 

GENEX SERVICES, INC.

AND 

GENEX SERVICES OF CANADA, LTD.

June 30, 1994 

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                                             TABLE OF CONTENTS                                        

Section                                                                                           Page
-------                                                                                           ----
                                                                                                      
1.   The Business Combinations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2 
     1.1    The Mergers   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2 
     1.2    Effective Time of the Mergers   . . . . . . . . . . . . . . . . . . . . . . . . . . .   2 
     1.3    Closing   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2 
     1.4    Effect of the Mergers   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2 

2.   Conversion and Exchange of Shares; Additional Action   . . . . . . . . . . . . . . . . . . .   2 
     2.1    Conversion of Shares  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2 
     2.3    Reported Market Price   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4 
     2.4    Stock Transfer Books  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5 
     2.5    Surrender and Exchange of Stock Certificates  . . . . . . . . . . . . . . . . . . . .   5 
     2.6    Dividends on FFMC Common Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . .   5 
     2.7    Adjustments   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5 

3.   Articles of Incorporation, Bylaws, Board of Directors and Officers   . . . . . . . . . . . .   6 
     3.1    Certificate of Incorporation; Bylaws  . . . . . . . . . . . . . . . . . . . . . . . .   6 
     3.2    Directors and Officers of the Surviving Corporation   . . . . . . . . . . . . . . . .   6 

4.   Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6 
     4.1    Termination   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6 
     4.2    Effect of Termination   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7 

5.   Representations and Warranties of the Shareholders   . . . . . . . . . . . . . . . . . . . .   7 
     5.1    Ownership of Shares; Residence  . . . . . . . . . . . . . . . . . . . . . . . . . . .   7 
     5.2    Authorization   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7 
     5.3    Absence of Violations or Conflicts  . . . . . . . . . . . . . . . . . . . . . . . . .   7 
     5.4    No Consents Required  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8 
     5.5    No Claims Against the Companies   . . . . . . . . . . . . . . . . . . . . . . . . . .   8 
     5.6    Litigation Related to this Agreement  . . . . . . . . . . . . . . . . . . . . . . . .   8 
     5.7    Purchase for Investment   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8 
     5.8    Receipt of Information  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8 
     5.9    Taxes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9 

6.   Representations and Warranties of the Companies and the Shareholders   . . . . . . . . . . .   9 
     6.1    Organization and Qualification of the Companies   . . . . . . . . . . . . . . . . . .   9 
     6.2    Capital Stock   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9 
     6.3    Corporate Records   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10 
     6.4    Authority   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10 
     6.5    Non-Contravention   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10 
     6.6    Subsidiaries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11 
     6.7    No Consents Required  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11 

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   6.8    Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 
   6.9    Absence of Certain Changes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 
   6.10   Governmental Authorization and Compliance with Laws   . . . . . . . . . . . . . . . . 12 
   6.11   Absence of Undisclosed Liabilities  . . . . . . . . . . . . . . . . . . . . . . . . . 12 
   6.12   Taxes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 
   6.13   Title to Properties   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 
   6.14   Adequacy; Condition   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 
   6.15   Material Contracts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 
   6.16   Litigation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 
   6.17   Labor Controversies and Employees   . . . . . . . . . . . . . . . . . . . . . . . . . 16 
   6.18   Insider Interests   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 
   6.19   Intellectual Property   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 
   6.20   Insurance   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 
   6.21   Employee and Fringe Benefit Plans   . . . . . . . . . . . . . . . . . . . . . . . . . 17 
   6.22   Environmental Matters   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 
   6.23   Customer Warranties   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 
   6.24   Bank Accounts   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 
   6.25   Pooling-of-Interests  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 
   6.26   Major Customers   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 
   6.27   Accuracy of Schedules, Certificates and Documents   . . . . . . . . . . . . . . . . . 21 

7. Representations and Warranties by FFMC, Bluebird and GENCAN  . . . . . . . . . . . . . . . . 21 
   7.1    Existence, Power and Authorization  . . . . . . . . . . . . . . . . . . . . . . . . . 22 
   7.2    Capitalization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 
   7.3    Non-Contravention   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 
   7.4    Periodic Reports  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 
   7.5    Litigation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 
   7.6    No Past Action That Would Defeat Pooling  . . . . . . . . . . . . . . . . . . . . . . 23 
   7.7    Investment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 
   7.8    Accuracy of Schedules, Certificates and Documents   . . . . . . . . . . . . . . . . . 23 

8. Further Agreements of the Parties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 
   8.1    Investigation; Confidentiality  . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 
   8.2    Conduct of the Business Pending the Closing   . . . . . . . . . . . . . . . . . . . . 24 
   8.3    HSR Act Filings   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 
   8.4    Consents, Authorizations, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 
   8.5    Good Faith; Further Assurances; Cooperation   . . . . . . . . . . . . . . . . . . . . 26 
   8.6    Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 
   8.7    Publicity   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 
   8.8    Employee Matters  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 
   8.9    Additional Financial Statements   . . . . . . . . . . . . . . . . . . . . . . . . . . 27 
   8.10   Shareholder Notes.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 
   8.11   No Solicitation of Transactions   . . . . . . . . . . . . . . . . . . . . . . . . . . 28 
   8.12   Affiliate Letters   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 
   8.13   Exchange Listing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 

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     8.14   Pooling Covenant  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 
     8.15   No Transfers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 
     8.16   Registration of Shares Issued Pursuant to Stock Option Plan   . . . . . . . . . . . . 28 
     8.17   Organization of Subsidiaries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 
     9.1    Conditions Relating to FFMC, Bluebird and GENCAN  . . . . . . . . . . . . . . . . . . 29 
     9.2    Conditions to Obligation of the Companies and the Shareholders  . . . . . . . . . . . 32 

9.3. Waiver and Estoppel  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 

10.  Documents to be Delivered at the Closing . . . . . . . . . . . . . . . . . . . . . . . . . . 35 
     10.1   Documents to be Delivered by the Companies and the Shareholders   . . . . . . . . . . 35 
     10.2   Documents to be Delivered by FFMC   . . . . . . . . . . . . . . . . . . . . . . . . . 35 

11.  Tax Matters  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 
     11.1   Filing of Returns   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 
     11.2   Access and Assistance   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 
     11.3   Certain Audit Adjustments   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 

12.  Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 
     12.1  Indemnification by the Shareholders  . . . . . . . . . . . . . . . . . . . . . . . . . 38 
     12.2  Indemnification by FFMC  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 
     12.3  Certain Limitations and Related Matters  . . . . . . . . . . . . . . . . . . . . . . . 38 
     12.4  Claims for Indemnification   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 
     12.5  Defense of Claim by Third Parties  . . . . . . . . . . . . . . . . . . . . . . . . . . 39 
     12.6  Third Party Claim Assistance   . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 
     12.7  Determination of Loss  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 
     12.8  Manner of Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 
     12.9  Escrow   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 
     12.10 Remedies Exclusive   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 

13.  Shareholders' Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 
     13.1  Appointment; Acceptance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 
     13.2  Authority  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 
     13.3  Actions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 
     13.4  Effectiveness  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 
     13.5  Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 
     13.6  Survival of Authorizations   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 

14.  Miscellaneous  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 
     14.1  Finders, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 
     14.2  Specific Performance and Other Remedies  . . . . . . . . . . . . . . . . . . . . . . . 44 
     14.3  Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 
     14.4  Headings   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 
     14.5  Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 
     14.6  Separability   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 

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14.7  Waiver   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 
14.8  No Third Party Beneficiaries; Assignment   . . . . . . . . . . . . . . . . . . . . . . 46 
14.9  Time of the Essence; Computation of Time   . . . . . . . . . . . . . . . . . . . . . . 47 
14.10 Definitions Regarding Knowledge  . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 
14.11 Counterparts   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 
14.12 Entire Agreement   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 

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CERTAIN DEFINED TERMS 

Term                                                               Section      
----                                                               -------      
Acquisition Proposal                                               8.11         
Act                                                                1.1          
Affected Employees                                                 8.8          
Affiliate                                                          6.9          
Agreement                                                          Preamble     
Applicable Plan Year-End                                           6.21(c)      
Articles of Merger                                                 1.2          
Authorizations                                                     6.10         
Bluebird                                                           Preamble     
Bluebird Common Stock                                              2.1(d)       
Canada Common Stock                                                Preamble     
Canada Shareholders                                                Preamble     
Citations                                                          6.22(c)      
Closing                                                            1.3          
Closing Date                                                       1.3          
Code                                                               6.12(d)      
Companies                                                          Preamble     
Company                                                            Preamble     
Company Delivered Agreements                                       6.4          
Costs                                                              12.1         
Deductible                                                         12.3(c)      
Determination Date                                                 12.7         
Effective Time                                                     1.2          
Employee Plans                                                     6.21(a)      
Environmental Laws                                                 6.22(a)      
ERISA                                                              6.21(a)      
ERISA Affiliate                                                    6.21(a)      
Escrow Shares                                                      2.5(b)       
Financial Statements                                               6.8(a)       
FFMC                                                               Preamble     
FFMC Common Stock                                                  Preamble     
FFMC's Benefit Programs                                            8.8          
FTC                                                                5.4          
GAAP                                                               6.8(a)       
GBCC                                                               1.2          

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GCR                                                                Preamble     
GENCAN                                                             Preamble     
GENCAN Common Stock                                                2.1(e)       
GENEX                                                              Preamble     
GENEX Canada                                                       Preamble     
GENEX Common Stock                                                 Preamble     
GENEX Shareholders                                                 Preamble     
Governmental Authority                                             5.4          
HSR Act                                                            5.4          
Indemnified Party                                                  12.4         
Indemnifying Party                                                 12.4         
Intellectual Property                                              6.19         
Intellectual Property Agreements                                   6.19         
IRS                                                                6.21(a)      
Justice                                                            5.4          
Laws                                                               6.5          
Liens                                                              5.1          
Material Contracts                                                 6.15         
Merger(s)                                                          Preamble     
Merger Consideration                                               2.5          
Multi-Employer Plan                                                6.21(a)      
Notice of Claim                                                    12.4         
Orders                                                             6.5          
Outstanding Options                                                2.1(g)       
PBGC                                                               6.21(a)      
Pension/Profit-Sharing Plan                                        6.21(a)      
Pooling Letter                                                     9.10         
Post-Closing Period                                                11.1(a)      
Pre-Closing Period                                                 11.1(a)      
Properties                                                         6.14         
Reported Market Price                                              2.3          
SEC                                                                5.7          
SEC Filings                                                        7.4          
Shareholder(s)                                                     Preamble     
Shareholder Delivered Agreements                                   5.2          
Shareholders' Agent                                                13.1         
Stock Option Plan                                                  2.1(g)       
Subsidiary                                                         6.6          
Superfund Notice                                                   6.22(c)      
Surviving Corporation(s)                                           1.1          
Tax Return                                                         6.12(i)      
Taxes                                                              6.12(i)      
Welfare Plan                                                       6.21(a)      
1993 Act                                                           2.1(f)       

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SCHEDULES TO AGREEMENT

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Schedule                                                              
No.       Title                                                       
---       -----                                                       
                                                                      
2.5       Escrowed Shares                                             
5.1       Ownership                                                   
5.3       Violations or Conflicts                                     
5.4       Consents                                                    
5.5       Shareholders' Claim against Company                         
6.1       Organization - Jurisdiction                                 
6.2       Capital Stock                                               
6.5       Noncontravention                                            
6.8       Financial - Supplementary Information on Accounts Receivable
6.9       Absence of Certain Changes                                  
6.10      Government Compliance                                       
6.11      Undisclosed Liabilities                                     
6.12      Taxes                                                       
6.13      Titles to Properties                                        
6.14      Properties                                                  
6.15      Material Contracts, (Consents Guide)                        
6.16      Litigation                                                  
6.17      Labor Controversies and Employees                           
6.18      Insider Interests                                           
6.19      Intellectual Properties                                     
6.20      Insurance                                                   
6.21      Employee and Fringe Benefits                                
6.23      Customer Warranties                                         
6.24      Bank Accounts                                               
6.25      Pooling of Interest Lists                                   
6.26      Major Customers                                             
7.3       Noncontravention                                            
7.5       Litigation                                                  
8.2       Conduct of Business                                         
8.10      Shareholder Notes                                           
11.1      Filing of  Returns                                          

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AGREEMENT, PLAN OF REORGANIZATION AND PLAN OF MERGER

       THIS IS AN AGREEMENT, PLAN OF REORGANIZATION AND PLAN OF MERGER (this
"Agreement"), dated as of June 30, 1994, by and among FIRST FINANCIAL           
MANAGEMENT CORPORATION, a Georgia corporation ("FFMC"), BLUEBIRD ACQUISITION    
CORPORATION, a Georgia corporation wholly owned by FFMC ("Bluebird"), GENCAN    
ACQUISITION CORPORATION, a Georgia corporation wholly-owned by FFMC ("GENCAN"), 
GENEX SERVICES, INC., a Pennsylvania corporation (formerly known as GENERAL     
REHABILITATION SERVICES, INC.)("GENEX"), GENEX SERVICES OF CANADA, LTD., a      
Pennsylvania corporation (formerly known as GENERAL REHABILITATION SERVICES OF  
CANADA, LTD.)("GENEX Canada")(GENEX and GENEX Canada are sometimes referred to  
herein individually as a "Company" and collectively as the "Companies") and the 
undersigned shareholders of GENEX and of GENEX Canada (referred to herein       
individually as a "Shareholder" and collectively as the "Shareholders").  As    
the context requires, the term "Company" or "Companies" shall include GENEX, as 
successor-in-interest to GENERAL CARE REVIEW, INC. ("GCR"), a Pennsylvania      
corporation that was merged with and into GENEX on October 29, 1993, and the    
terms "Shareholder" or "Shareholders" shall include the undersigned             
shareholders in their capacity as shareholders of GCR.                          

BACKGROUND STATEMENT

     Each of GENEX and GENEX Canada is primarily engaged in the business
of providing a line of services designed to reduce its customers' costs         
associated with work related injuries, including disability management, medical 
and vocational case management, bill review, early intervention and utilization 
management (the "Business").  FFMC and GENEX desire to effect a business        
combination of GENEX and Bluebird pursuant to which Bluebird will merge with    
and into GENEX.  FFMC and GENEX Canada desire to effect a business combination  
of GENEX Canada and GENCAN pursuant to which GENCAN will merge with and into    
GENEX Canada.  Pursuant to such mergers (the "Mergers"), the holders (the       
"GENEX Shareholders") of GENEX common stock, no par value ("GENEX Common        
Stock"), will receive shares of FFMC common stock, par value $.10 per share     
("FFMC Common Stock"), in exchange for their shares of GENEX Common Stock and   
the holders (the "Canada Shareholders") of GENEX Canada common stock, par value 
$.01 share ("Canada Common Stock"), will receive shares of FFMC Common Stock in 
exchange for their shares of Canada Common Stock, each as provided in this      
Agreement.  The Mergers are intended to be reorganizations under Section        
368(a)(2)(E) of the Internal Revenue Code of 1986, as amended (the "Code").     
The Board of Directors of each of GENEX and GENEX Canada has approved the       
Merger to which such Company is a party and directed that this Agreement be     
submitted to the GENEX Shareholders, and the Canada Shareholders, respectively, 
who have agreed herein to vote their respective shares of GENEX Common Stock    
and Canada Common Stock in favor of the Mergers.  The Mergers have been         
approved by a duly authorized committee of the Board of Directors of FFMC, by   
the Board of Directors of each of Bluebird  and GENCAN and by FFMC as sole      
shareholder of Bluebird and of GENCAN.                                          

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STATEMENT OF AGREEMENT

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

1.      The Business Combinations.                            

             1.1      The Mergers.  At the Effective Time (as defined in
Section 1.2 hereof), Bluebird shall be merged with and into GENEX and GENCAN    
shall be merged with and into GENEX Canada, each in accordance with the         
provisions of this Agreement and the Pennsylvania Business Corporation Law of   
1988, as amended (the "Act"), and the separate existence of each of Bluebird    
and GENCAN shall thereupon cease, and GENEX and GENEX Canada, as the surviving  
corporations in the Mergers (referred to herein as a "Surviving Corporation" or 
the "Surviving Corporations"), shall continue their corporate existence under   
the laws of the Commonwealth of Pennsylvania.                                   

     1.2      Effective Time of the Mergers.  As soon as
practicable following fulfillment of the conditions set forth in Section 8, and 
provided that this Agreement has not been terminated pursuant to Section 4,     
GENEX and GENEX Canada shall each cause appropriate Articles of Merger and      
appropriate Certificates of Merger (collectively "Articles of Merger") to be    
duly prepared, executed, acknowledged and filed with the Secretaries of State   
of  the Commonwealth of Pennsylvania and the State of Georgia, respectively, in 
accordance with the provisions of the Act and the Georgia Business Corporation  
Code, as amended (the "GBCC").  The Mergers shall become effective at the time  
of the filing of the Articles of Merger unless a different effective time is    
specified in the applicable Articles of Merger (the "Effective Time").          

         1.3      Closing.  The consummation of the transactions
contemplated in this Agreement (the "Closing") shall take place at the offices  
of FFMC, 3 Corporate Square, Suite 700, Atlanta, Georgia 30329, on a date and   
at a time agreed upon by FFMC and the Shareholders, but in no event later than  
10:00 a.m. on the third business day after all conditions set forth in Section  
8 have been satisfied or waived in writing (the "Closing Date").  At the        
Closing, the parties shall execute and deliver the agreements and other         
documents referred to in Section 9.                                             

              1.4      Effect of the Mergers.  At the Effective Time:  (i)
Bluebird shall merge with and into GENEX;  (ii) GENCAN shall merge with and     
into GENEX Canada; (iii) the separate existence of each of Bluebird and GENCAN  
shall cease; (iv) the shares of GENEX and GENEX Canada shall each be converted  
as provided in this Agreement; (v)the Shareholders shall be entitled only to    
the rights provided in this Agreement; and (vi) the Mergers shall otherwise     
have the effect provided under the applicable laws of the Commonwealth of       
Pennsylvania (including the Act).                                               

2.      Conversion and Exchange of Shares; Additional Action. 

      2.1      Conversion of Shares.  The aggregate merger
consideration payable to the Shareholders shall be One Million Two Hundred      
Fifty-Eight Thousand One Hundred Ninety-Five                                    

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(1,258,195) shares of FFMC Common Stock.  Such merger consideration shall be    
payable at the Effective Time as follows:                                       

                (a)     GENEX Common Stock.  Each issued and
    outstanding share of GENEX Common Stock, excluding any such shares
     held in the treasury of GENEX and excluding any such shares held by
       FFMC or its subsidiaries (including Bluebird), shall automatically be
    cancelled and extinguished and shall thereafter represent only the
       right to receive 1.031712 shares of FFMC Common Stock, subject to the
  provisions of Section 2.2 regarding fractional shares and to the
provisions of Section 2.5(b) regarding the Escrow Shares.     

                 (b)     Canada Common Stock.  Each issued and
     outstanding share of Canada Common Stock, excluding any such shares
     held in the treasury of  GENEX Canada and excluding any such shares
held by FFMC or its subsidiaries (including GENCAN), shall    
  automatically be cancelled and extinguished and shall thereafter
    represent only the right to receive 264.7838 shares of FFMC Common
      Stock, subject to the provisions of Section 2.2 regarding fractional
      shares and to the provisions of Section  2.5(b) regarding the Escrow
Shares.                                                       

                       (c)     Treasury Stock.  Each share of GENEX Common
       Stock and Canada Common Stock held in the treasury of GENEX and GENEX
Canada, respectively, shall be automatically cancelled and    
extinguished, and no payment shall be made in respect thereof.

                   (d)     Bluebird Common Stock.  Each issued and
 outstanding share of common stock of Bluebird ("Bluebird Common
    Stock") shall be converted into and shall thereafter represent one
    validly issued, fully paid and nonassessable share of GENEX Common
Stock.                                                        

                 (e)     GENCAN Common Stock.  Each issued and
        outstanding share of GENCAN ("GENCAN Common Stock") shall be converted
        into and shall thereafter represent one validly issued, fully paid and
nonassessable share of Canada Common Stock.                   

                (f)     FFMC Common Stock.  The Shareholders
   acknowledge and agree that the FFMC Common Stock received by them
        pursuant to this Agreement will not be registered under the Securities
  Act of 1933 (the "1993 Act") or any state securities laws on the
    ground that this transaction is exempt from registration under the
    1933 Act and applicable state securities laws as a transaction not
      involving a public offering.  The Shareholders acknowledge that they
may not sell the FFMC Common Stock received by them without   
      registration under the 1933 Act and applicable state securities laws
      except upon compliance with an exemption from any such registration,
        and that FFMC is under no obligation to register the FFMC Common Stock
      issued to the Shareholders pursuant to this Agreement or to take any
     action necessary in order to make compliance with an exemption from
registration available.                                       

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                        (g)     GENEX Options.  At or prior to the Effective
   Time, FFMC and GENEX shall take all action necessary to cause the
        assumption by FFMC as of the Effective Time of the options to purchase
  GENEX Common Stock granted under the GENEX Stock-Based Incentive
Compensation Plan, as amended (the "Stock Option Plan"), and  
   outstanding as of the Effective Time (the "Outstanding Options").
Each of the Outstanding Options shall be converted  as of the 
     Effective Time without any action on the part of the holder thereof
        into an option to purchase shares of FFMC Common Stock.  The number of
       shares of FFMC Common Stock that the holder of an assumed Outstanding
      Option shall be entitled to receive upon the exercise of such option
shall be a number of whole and fractional shares determined by
        multiplying the number of shares of GENEX Common Stock subject to such
        option, determined immediately before the Effective Time, by 1.031712.
     The exercise price of each share of FFMC Common Stock subject to an
   Outstanding Option shall be the amount (rounded up to the nearest
        whole cent) obtained by dividing the exercise price per share of GENEX
     Common Stock at which such option is exercisable immediately before
     the Effective Time by 1.031712.  The assumption and substitution of
       options as provided herein shall not give the holders of such options
     additional benefits that they did not have immediately prior to the
Effective Time or relieve the holders of any obligations or   
        restrictions applicable to their options or the shares obtainable upon
        exercise of the options.  Only whole shares of FFMC Common Stock shall
   be issued upon exercise of any Outstanding Option, and in lieu of
    receiving any fractional share of FFMC Common Stock, the holder of
such option shall receive in cash the fair market value of the
fractional share, net of the applicable exercise price of the 
fractional share and applicable withholding taxes.  After the 
       Effective Time, the Stock Option Plan shall be continued in effect by
     FFMC subject to amendment, modification, suspension, abandonment or
  termination as provided therein, and the Stock Option Plan as so
continued (i) shall relate solely to Outstanding Options, (ii)
      thereafter shall relate only to the issuance of FFMC Common Stock as
  provided in this Section and (iii) shall continue to provide for
       equitable adjustment in the terms of Outstanding Options in the event
        of certain corporate events which alter the capital structure of FFMC.

                2.2      No Fractional Shares.  No fraction of a share of FFMC
Common Stock shall be issued upon conversion of GENEX Common Stock and Canada   
Common Stock as provided in Section 2.1.  Any holder of GENEX Common Stock or   
Canada Common Stock who would otherwise have been entitled to receive a         
fraction of a share of FFMC Common Stock upon conversion of all his GENEX       
Common Stock or Canada Common Stock, as applicable, shall be entitled to        
receive a cash payment in respect of such fractional share in an amount equal   
to the product of such fractional share multiplied by the average of the        
closing prices of FFMC Common Stock on the New York Stock Exchange for the ten  
(10) trading days preceding the date of this Agreement.                         

             2.3      Reported Market Price.  As used in this Agreement,
the Reported Market Price for FFMC Common Stock shall be the closing price of   
FFMC Common Stock on the New York Stock Exchange on the last trading day prior  
to the Effective Time.                                                          

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              2.4      Stock Transfer Books.  From and after the Effective
Time, no transfer of shares of GENEX Common Stock or Canada Common Stock        
outstanding prior to the Effective Time shall be registered on the stock        
transfer books of the respective Surviving Corporation.                         

        2.5      Surrender and Exchange of Stock Certificates.

                (a)     At the Effective Time the holders of
   certificates representing shares of GENEX Common Stock and Canada
      Common Stock shall cease to have any rights as shareholders of GENEX
     or GENEX Canada, as the case may be, except such rights as they may
  have pursuant to this Agreement.  After the Effective Time, each
       Shareholder shall be entitled to receive, upon surrender to FFMC of a
       certificate or certificates representing such Shareholder's shares of
  GENEX Common Stock  or Canada Common Stock accompanied by a duly
    completed and executed stock transfer power, the respective merger
consideration therefor specified in Section 2.1 (the "Merger  
       Consideration") for each share of GENEX Common Stock or Canada Common
     Stock represented by such certificates; provided, however, that the
       Escrow Shares (as defined in subsection (b) below) shall be delivered
    to the Escrow Agent for the Escrow established pursuant to Section
        12.9.  If certificates for outstanding shares of GENEX Common Stock or
    Canada Common Stock are not surrendered to FFMC within three years
        after the Effective Time, the unclaimed Merger Consideration shall, to
    the extent permitted by applicable law, become the property of the
  applicable Surviving Corporation free and clear of all claims or
        interest of any person previously entitled thereto.  No interest shall
be paid or accrued on any portion of the Merger Consideration.

                         (b)     At the Effective Time, FFMC shall deliver one
      certificate in the name of each Shareholder evidencing the number of
      shares of FFMC Common Stock set forth beside such Shareholder's name
   on Schedule 2.5 for an aggregate of 125,817 shares of FFMC Common
       Stock or may be adjusted in accordance with Schedule 2.5 (such shares
    in the aggregate referred to as the "Escrow Shares") to the Escrow
Agent for the Escrow established pursuant to Section 12.9.    

          2.6      Dividends on FFMC Common Stock.  No holder of a
certificate or certificates representing shares of GENEX Common Stock or Canada 
Common Stock shall be entitled to receive any dividend or other distribution    
from FFMC declared after the Effective Time until surrender of such holder's    
certificate or certificates representing shares of GENEX Common Stock or Canada 
Common Stock.  Upon such surrender, there shall be paid to the holder the       
amount of any dividends or other distributions (without interest) that          
theretofore became payable by FFMC, but were not paid by reason of the          
foregoing with respect to the number of whole shares of FFMC Common Stock       
represented by the certificate or certificates issued upon such surrender.      
From and after the Effective Time, FFMC shall, however, be entitled to treat    
such certificate or certificates that have not yet been surrendered for         
exchange as evidencing the ownership of the aggregate Merger Consideration into 
which such shares of FFMC Common Stock represented by such certificate or       
certificates shall have been converted, notwithstanding any failure to          
surrender such certificate or certificates.                                     

               2.7      Adjustments.  If, between the date of this Agreement
and the Effective Time, the outstanding shares of FFMC Common Stock shall be    
changed into a different number of shares or                                    

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a different class by reason of any reclassification, recapitalization,          
split-up, combination, exchange of shares or readjustment, or a stock dividend  
thereon shall be distributed as of a date prior to the Effective Time, or       
declared with a record date prior to the Effective Time and a distribution date 
after the Effective Time, the number of shares of FFMC Common Stock delivered   
as Merger Consideration shall be appropriately adjusted.                        

   3.      Articles of Incorporation, Bylaws, Board of Directors and
Officers.                                     

        3.1      Certificate of Incorporation; Bylaws.  At the
Effective Time, the Articles of Incorporation and Bylaws of GENEX and GENEX     
Canada as in effect immediately prior to the Effective Time, shall be the       
Articles of Incorporation and Bylaws of the respective Surviving Corporation.   

                3.2      Directors and Officers of the Surviving Corporations.
The persons who are directors and officers of Bluebird at the Effective Time    
will become the directors and officers of the Surviving Corporation of the      
Bluebird/GENEX merger until such timeas they may be replaced in accordance with 
the Bylaws of such Surviving Corporation.  The persons who are directors and    
officers of GENCAN at the Effective Time will become the directors and officers 
of the Surviving Corporation of the GENCAN/GENEX Canada merger until such time  
as they may be replaced in accordance with the Bylaws of such Surviving         
Corporation.                                                                    

4.      Termination.                                          

                4.1      Termination Events.  This Agreement may be terminated
and abandoned at any time prior to the Effective Time:                          

                      (i)  by mutual action in writing by the Companies,
the Shareholders' Agent and FFMC;                             

                       (ii)  by FFMC if any condition set forth in Section
    9.1 shall not have been complied with or performed in any material
      respect and such noncompliance or nonperformance shall not have been
      cured or eliminated (or by its nature cannot be cured or eliminated)
        by the Companies and the Shareholders on or before August 15, 1994; or

                       (iii)  by the joint action of the Companies and the
     Shareholders' Agent if any condition set forth in Section 9.2 shall
      not have been complied with or performed in any material respect and
   such noncompliance or nonperformance shall not have been cured or
      eliminated (or by its nature cannot be cured or eliminated) by FFMC,
Bluebird and GENCAN on or before August 15, 1994;             

provided, however, that neither FFMC nor the Companies and the Shareholders'    
Agent shall unilaterally terminate this Agreement prior to August 15, 1994 if   
the only condition not satisfied is that specified in Section 9.1(f) or 9.2(e), 
as the case may be, unless the other party fails, after written notice, to use  
its best efforts to cause such condition to be satisfied as promptly as         
reasonably practicable.                                                         

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                4.2      Effect of Termination.  In the event of a termination
and abandonment of this Agreement pursuant to Section 4.1, this Agreement shall 
forthwith become void and of no further effect, without any liability or        
obligation on the part of any party hereto, other than the provisions of        
Sections 8.1, 8.6, 8.7, 13 and 14, it being understood that the parties'        
liabilities and obligations under Sections 8.1, 8.6, 8.7, 13 and 14 shall       
survive the termination and abandonment of this Agreement, in the absence of a  
written agreement between the parties after the date hereof expressly to the    
contrary.  Notwithstanding the foregoing, nothing contained in this Section 4.2 
shall relieve any party from liability for any breach of any covenant or        
agreement in this Agreement or for any intentional misrepresentation or         
intentional breach of warranty, and any such termination and abandonment        
shallbe without prejudice to the rights of any party hereto arising out of such 
breach or intentional misrepresentation or breach.                              

      5.      Representations and Warranties of the Shareholders.  Each of
the Shareholders, severally, and subject to the limitations set forth in        
Section 12, represents and warrants to FFMC, Bluebird and GENCAN with respect   
to himself and his ownership of shares of each Company as follows:              

            5.1      Ownership of Shares; Residence.  Such Shareholder
owns of record and/or beneficially the number of shares of GENEX Common Stock   
or Canada Common Stock set forth opposite the name of such Shareholder on       
Schedule 5.1 to this Agreement.  Such Shareholder owns of record and/or         
beneficially all right, title and interest in and to such shares, free and      
clear of all liens, claims, charges, pledges, security interests, adverse       
claims or other encumbrances (collectively "Liens") options, rights of refusal  
or similar rights or other transfer restrictions of any nature whatsoever       
(including any arising from any existing or threatened litigation) other than   
restrictions on transfers arising out of applicable federal and state           
securities laws.  Except as set forth on Schedule 5.1, no Shareholder owns any  
other security of GENEX or GENEX Canada.  Such Shareholder is a resident of the 
jurisdiction set forth beside his name on Schedule 5.1.                         

             5.2      Authorization.  With respect to this Agreement and
any other agreements, instruments and documents executed and delivered by such  
Shareholder pursuant to this Agreement, (this Agreement and such other          
agreements, instruments and documents are collectively referred to as the       
"Shareholder Delivered Agreements"):  (i) such Shareholder has the right, power 
and authority to enter into the Shareholder Delivered Agreements executed and   
delivered by him and to consummate the transactions contemplated by, and        
otherwise to comply with and perform his obligations under, them; and (ii) the  
Shareholder Delivered Agreements will, when delivered, constitute valid and     
binding obligations of such Shareholder enforceable against such Shareholder in 
accordance with their terms.                                                    

             5.3      Absence of Violations or Conflicts.  Except as set
forth on Schedule 5.3, the execution and delivery of the Shareholder Delivered  
Agreements and the consummation by such Shareholder of the transactions         
contemplated by, or other compliance with the performance under, them do not    
and will not with the passing of time or giving of notice or both:  (i)         
constitute a violation of, be in conflict with, constitute a default or require 
any payment under, permit a termination of, or result in the creation or        
imposition of any Lien upon any assets of either Company or shares of GENEX     
Common Stock or Canada Common Stock under (A) any contract, agreement,          
commitment,                                                                     

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undertaking or understanding (including rights of refusal or similar rights or  
other transfer restrictions) to which such Shareholder is a party or to which   
he or his properties are subject or bound, (B) anyjudgment, decree or order of  
any Governmental Authority (hereinafter defined) to which such Shareholder or   
his properties are subject or bound, or (C) any applicable Laws; or (ii)        
create, or cause the acceleration of the maturity of, any debt, obligation or   
liability of such Shareholder that would result in any Lien or other claim upon 
the assets of either Company or shares of GENEX Common Stock or Canada Common   
Stock.                                                                          

        5.4      No Consents Required.  Except as set forth on
Schedule 5.4 and except for filings with the Federal Trade Commission (the      
"FTC") and the Department of Justice ("Justice") under the Hart-Scott-Rodino    
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), no consent,     
approval, order or authorization of, or registration, declaration or filing     
with, any executive, judicial or other public authority, agency, department,    
bureau, division, unit, court or other public body, person or entity            
(collectively, a "Governmental Authority"), or any other consent, approval or   
authorization from any other third party, on the part of such Shareholder or    
the Shareholders' Agent is required in connection with his execution or         
delivery of the Shareholder Delivered Agreements or the consummation of the     
transactions contemplated by, or other compliance with the performance under,   
such Shareholder Delivered Agreements by such Shareholder or the Shareholders'  
Agent.                                                                          

                5.5      No Claims Against the Companies.  Except as set forth
on Schedule 5.5, such Shareholder has no claim against either Company, except   
for accrued compensation and benefits and expenses or similar obligations       
incurred in the ordinary course of business (including reimbursement of medical 
expenses pursuant to either Company's plans disclosed pursuant to this          
Agreement) with respect to Shareholders who are employees of either Company,    
and except as otherwise specifically provided in this Agreement.                

      5.6      Litigation Related to this Agreement.  Such
Shareholder is not a party to, or subject to any judgment, decree or order      
entered in, any lawsuit or proceeding brought by any Governmental Authority or  
other third party seeking to prevent the execution of this Agreement or the     
consummation of the transactions contemplated hereby.                           

        5.7      Purchase for Investment.  Such Shareholder is
acquiring the FFMC Common Stock to be issued to him pursuant to this Agreement  
for his own account, to hold for investment, and with no present intention of   
dividing his participation with others (except pursuant to existing or          
presently anticipated divorce decrees) or of reselling or otherwise             
participating, directly or indirectly, in a distribution of FFMC Common Stock   
and shall not make any sale, transfer or other disposition (other than pursuant 
to such divorce decrees) of such shares of FFMC Common Stock in violation of    
the 1933 Act or the rules and regulations promulgated thereunder by the         
Securities and Exchange Commission (the "SEC") or in violation of any           
applicable state securities laws, including ineach instance any applicable      
rules and regulations promulgated thereunder.                                   

        5.8      Receipt of Information.  Such Shareholder has
received and had an opportunity to review copies of the periodic reports        
referred to in Section 7.4 hereof.                                              

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                5.9      Taxes.  Such Shareholder has reported on his personal
tax returns all income of GENEX or GENEX Canada, as applicable, reported or     
properly reportable on the Companies' respective Forms 1120-S and analogous     
state tax returns.                                                              

 6.      Representations and Warranties of the Companies and the
Shareholders.  The Shareholders jointly and severally represent and warrant to  
FFMC, Bluebird and GENCAN as follows, and as to matters regarding any Company,  
such Company severally represents and warrants to FFMC, GENCAN and Bluebird as  
follows:                                                                        

           6.1      Organization and Qualification of the Companies.
Each Company is a corporation duly organized, validly existing and in good      
standing under the laws of the Commonwealth of Pennsylvania, has the corporate  
power and authority to own all of its properties and assets and to carry on its 
business as it is now being conducted, and is duly qualified to do business and 
is in good standing as a foreign corporation in the jurisdictions shown on      
Schedule 6.1, which are the only jurisdictions where the failure to so qualify  
would have a material adverse effect on such Company.  The copies of  each      
Company's Articles of Incorporation and Bylaws, as amended to date, which have  
been delivered to FFMC, are complete and correct, and such instruments, as so   
amended, are in full force and effect.                                          

6.2      Capital Stock.                       

                 (a)     The authorized capital stock of GENEX
        consists of  One Million Six Hundred Thousand (1,600,000) shares of no
    par value Common Stock, of which One Million Five Hundred Thousand
        (1,500,000) shares are voting stock and One Hundred Thousand (100,000)
       shares are non-voting and of which 1,016,191 voting shares and 19,870
      non-voting shares are validly issued and outstanding, fully paid and
   non-assessable and are free of preemptive and similar rights.  No
shares are held in the treasury of GENEX.  Except as set forth
     onSchedule 6.2: (i) the Shareholders are the only owners of GENEX's
     capital stock or other securities of any kind or class; and (ii) no
options, warrants, subscriptions, puts, calls or other rights,
     commitments, undertakings or understandings to acquire, or restrict
        the transfer (other than those imposed by applicable federal and state
        securities laws) of, any capital stock or other securities of any kind
      or class of GENEX or rights, obligations or undertakings convertible
 into securities of any kind or class of GENEX are authorized or
outstanding.                                                  

                        (b)     The authorized capital stock of GENEX Canada
        consists of   One Hundred (100) shares of $.01 par value Common Stock,
        of which One Hundred  (100) shares are validly issued and outstanding,
      fully paid and non-assessable and are free of preemptive and similar
      rights.  No shares are held in the treasury of GENEX Canada.  Except
       as set forth on Schedule 6.: (i) the Shareholders are the only owners
    of GENEX Canada's capital stock or other securities of any kind or
     class; and (ii) no options, warrants, subscriptions, puts, calls or
       other rights, commitments, undertakings or understandings to acquire,
  or restrict the transfer (other than those imposed by applicable
   federal and state securities laws) of, any capital stock or other
        securities of any kind or class of GENEX Canada or rights, obligations

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     or undertakings convertible into securities of any kind or class of
GENEX Canada are authorized or outstanding.                   

         6.3      Corporate Records.  The corporate record books
(including the share records) of  each Company are complete, accurate and up to 
date in all material respects with all necessary signatures and set forth all   
meetings and actions taken by the stockholders and directors of such Company    
and all transactions involving the shares of each Company (and contain all      
cancelled share certificates).                                                  

               6.4      Authority.  Each Company has the corporate power and
authority to execute and deliver this Agreement and any other agreements,       
instruments and documents executed and delivered by it pursuant to this         
Agreement (this Agreement and such other agreements, instruments and documents  
are collectively referred to as the "Company Delivered Agreements") and to      
consummate the transactions contemplated on the part of it thereby.  The        
execution and delivery by each Company of the Company Delivered Agreements and  
the consummation of the transactions contemplated on such Company's part        
thereby have been duly authorized and approved by its board of directors and    
its shareholders.  No other corporate action on either Company's part is        
necessary to authorize the execution and delivery of the Company Delivered      
Agreements by such Company or the consummation by such Company of the           
transactions contemplated hereby.  Each of the Company Delivered Agreements has 
been duly executed and delivered by the Company executing such documents and    
constitutes the valid and binding agreement of such Company enforceable in      
accordance with its terms.                                                      

                6.5      Non-Contravention.  Except for non-Material Contracts
and except as set forth on Schedule 6.5, the execution and delivery of the      
Company Delivered Agreements by each Company do not, and the consummation by    
each Company of the transactions contemplated thereby will not: (i) violate or  
conflict with any provision of the Articles of Incorporation or Bylaws of       
suchCompany, or any agreement to which such Company is a party or by which such 
Company or any of its assets is bound; or (ii) violate, or result (with the     
giving of notice or the lapse of time or both) in a violation of any provision  
of, or result in the acceleration of or entitle any party to accelerate         
(whether after the giving of notice or lapse of time or both), any obligation   
under, or result in the creation or imposition of any Liens upon any property   
of such Company pursuant to any provision of, any Lien, mortgage, lease,        
agreement, license or instrument, or any statute, law, ordinance, code, rule,   
regulation, policy or guideline of any federal, state, local or other           
Governmental Authority (collectively "Laws"), or any order, arbitration award,  
injunction, judgment or decree (collectively "Orders") to which such Company is 
a party or by which it is bound, and the same does not and will not constitute  
an event permitting termination of any Lien, mortgage, lease, agreement,        
license or instrument to which such Company is a party.  Except with respect to 
agreements and leases that do not constitute "Material Contracts," as such term 
is defined in Section 6.15, no such violation, acceleration, entitlement to     
accelerate, creation or imposition of a Lien, conflict or event, regardless of  
whether it is described on Schedule 6.5, shall cause any damage (which shall    
not be deemed to include loss of revenue), additional cost or expense           
(including any payments or expenses incurred to obtain consents or waivers) to  
such Company or FFMC or otherwise alter the rights or impair the ability of     
such Company to conduct its business as presently conducted.                    

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               6.6      Subsidiaries.  No Company has any Subsidiary or owns
any equity interest in any corporation, partnership, limited liability company, 
joint venture, business trust or other business organization, whether           
incorporated or unincorporated.  As used in this Agreement, the term            
"Subsidiary" means, with respect to any Company, any corporation or other       
organization, whether incorporated or unincorporated, of which at least a       
majority of the securities or interests having by the terms thereof ordinary    
voting power to elect a majority of the board of directors or others performing 
similar functions with respect to such corporation or other organization is at  
that time directly or indirectly owned or controlled by such Company.           

             6.7      No Consents Required.  Except for (i) filings with
the FTC and Justice under the HSR Act, and (ii) the filing of Articles of       
Mergers with the Secretaries of State of the Commonwealth of Pennsylvania and   
the State of Georgia with respect to the Mergers, no consent, approval, order   
or authorization of, or registration, or declaration of filing with, any        
Governmental Authority or any other consent, approval or authorization from any 
other third party, is required in connection with its execution or delivery of  
the Company Delivered Agreements or the consummation of the transactions        
contemplated by, or other compliance with the performance under, the Company    
Delivered Agreements by the Companies.                                          

6.8      Financial Statements.                

                        (a)     The Companies have previously furnished FFMC
  a true and complete copy of the audited combined balance sheets,
statements of income, statements of stockholder's equity, and 
       statements of cash flow of the Companies for the years ended December
        31, 1993 and December 31, 1992 and an unaudited combined balance sheet
        as of March 31, 1994, and the related statements of income, statements
   of stockholders' equity and statements of cash flow for the three
        months then ended, including the notes thereto (all of which, together
        with the financial statements to be provided by the Companies pursuant
to Section 8.9, are referred to herein as the "the Financial  
  Statements").  Except as set forth onSchedule 6.8, the Financial
      Statements are prepared from the books and records of the Companies,
        are complete and accurate in all material respects, have been prepared
      in conformity with generally accepted accounting principles ("GAAP")
       consistently applied and present fairly the financial position of the
        Companies as of their respective dates and their results of operations
for the periods then ended.                                   

                    (b)     Except as set forth on Schedule 6.8, the
    accounts receivable of each Company reflected on the books of such
       Company are valid and existing, represent invoices due for goods sold
        or services rendered, and, net of the allowance for doubtful accounts,
      are, to the extent uncollected, fully collectible and are subject to
        no reunds or other adjustments, and to no defenses, rights of set-off,
      assignments, restrictions, encumbrances or conditions enforceable by
third parties.                                                

                        (c)     From and after the delivery of the Financial
 Statements as of, and for the six months ending, June 30, 1994,
  provided for in Section 8.9(a), the representations, warranties,
    covenants and agreements that relate to Financial Statements as of
March 31,                                                     

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1994 shall refer, notwithstanding any other provision of this 
Agreement other than 9.1(q), to said June 30, 1994 Financial  
Statements.                                                   

               6.9      Absence of Certain Changes.   Except as set forth on
Schedule 6.9, since December 31, 1993: (i) each of the Companies has operated   
its business in the ordinary and usual course; (ii) there has not been any      
material adverse change in the financial condition, results of operations,      
business or prospects of either Company; (iii) there has not been any material  
damage, destruction or loss (whether or not covered by insurance) to the real   
or personal property of either Company; (iv) neither Company has made, declared 
or paid any dividend or declared or made any distribution on, or directly or    
indirectly combined, redeemed, purchased or otherwise acquired, any shares of   
its outstanding common stock or incurred any debt to the Shareholders or to any 
"affiliate," as that term is defined in Rule 405 of Regulation C promulgated    
underthe Securities Act of 1933, as amended (an "Affiliate"), of the            
Shareholders; (v) neither Company has amended or terminated any Material        
Contract (as hereinafter defined); (vi) neither Company has made any payments   
to any Affiliate or to any of the Shareholders, other than compensation,        
expense reimbursement and similar payments in the ordinary course of business   
consistent with past practices; (vii) neither Company has granted or agreed to  
grant any bonus to any current employee, any general increase in the rates of   
salaries or compensation of its employees or any specific increase to any       
current employee, except in accordance with regularly scheduled periodic        
bonuses and increases consistent with prior practices, and has not provided for 
any new pension, retirement or other employee benefits to any of its current    
employees or any increase in any existing benefits; (viii) neither Company has  
sold, assigned, leased, transferred, encumbered, granted a security interest in 
or license with respect to, or disposed of, any of its assets or properties,    
tangible or intangible, other than in the ordinary course of business and has   
not waived or released any rights of value, or cancelled, compromised, released 
or assigned any indebtedness owed to it or any claims held by it; and (ix)      
neither Company has made any capital expenditures except capital expenditures   
made in the ordinary course of its business consistent with past practice and   
not exceeding $25,000 individually or $150,000 in the aggregate.                

               6.10     Governmental Authorization and Compliance with Laws.
Except as set forth on Schedule 6.10:  (i) each Company has operated the        
Business in all material respects in compliance with all Laws, including        
without limitation, all Environmental Laws (as hereinafter defined); (ii) each  
Company has all permits, certificates, licenses, approvals and other            
authorizations (collectively "Authorizations") required in connection with its  
operation of the Business; (iii) no notice has been issued and, to the best of  
the knowledge of the Companies and the Shareholders, no investigation or review 
is pending or threatened by any Governmental Authority (A) with respect to any  
alleged violation by any Company of any Laws, or (B) with respect to any        
alleged failure to have all Authorizations required in connection with the      
operation of the Business of  any Company; and (iv) neither Company is in       
violation of any Orders applicable to it or any of its Properties (as           
hereinafter defined).                                                           

             6.11     Absence of Undisclosed Liabilities.  Except as set
forth in the unaudited balance sheets as of March 31, 1994 included in the      
Financial Statements and except as otherwise disclosed on the Schedules to this 
Agreement,  no Company (i) had, as of  March 31, 1994 debts, liabilities or     
obligations of any kind, whether accrued, absolute, contingent or otherwise and 
whether due or to become due and (ii) no Company has incurred since March 31,   
1994 any such debts,                                                            

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liabilities or obligations (other than debts, liabilities or obligations        
incurred in the ordinary and usual course of business after such date)          
exceeding $100,000  in the aggregate.                                           

6.12     Taxes.                               

                         (a)     Except as set forth on Schedule 6.12, each of
   the Companies has (i) filed with the appropriate federal, state ,
      local and foreign taxing authorities all Tax Returns (as hereinafter
        defined) required to be filed by or on behalf of such Company and (ii)
      paid in full all Taxes (as hereinafter defined) owed (whether or not
shown to be due on such Tax Returns) by such Company.         

                       (b)     Each of the Companies has withheld and paid
        to the proper Governmental Authorities all Taxes required to have been
      withheld and paid by such Company in connection with amounts paid or
        owing to any employee, creditor, independent contractor or other third
party.                                                        

                         (c)     Except as set forth on Schedule 6.12:  (i) no
       audit of the Tax Returns of any Company is currently being conducted,
       and no Company has received any notice that any federal, state, local
       or foreign taxing authority intends to conduct such an audit; (ii) no
    Company has received any notice of proposed adjustments, notice of
  deficiency or assessment from any federal, state or local taxing
authority with respect to Taxes of such Company that has not  
       previously been resolved; and (iii) no Company has granted any waiver
        or extension of a statute of limitations with respect to Taxes of such
Company or any other  Company.                                

                        (d)     No Company has filed a consent under Section
     341(f) of  Internal Revenue Code of 1986, as amended, (the "Code"),
   concerning collapsible corporations.  No Company has made, nor is
 either Company obligated to make, any payments that will not be
      deductible under Section 280G of the Code.  No Company is a party to
any tax sharing or tax allocation agreement.                  

                     (e)     Except as set forth on Schedule 6.12, the
   amounts for current Taxes reflected on the March 31, 1994 balance
     sheets included in the Financial Statements and on the books of the
    Companies for periods since March 31, 1994 (which books reflect no
       Taxes that are unusual in nature or amount) will be at least equal to
     or in excess of the net amount of all Taxes payable thereafter with
respect to all periods up to and including the Closing Date.  

                       (f)     GENEX, GCR and GENEX Canada each elected to
        be taxed as an S corporation as defined in Section 1361 of the  Code ,
      commencing with the tax years 1988, 1988 and 1990, respectively, and
     each such election was valid when made and has not been terminated,
voluntarily or involuntarily, for any subsequent tax year.    

                 (g)     The merger of General  Rehabilitation
      Services, Inc. and  GCR on October 29, 1993 qualified as a "tax-free
reorganization" under Section 368 of the Code.                

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                  (h)      GCR will convert from the cash to the
      accrual method of accounting for income tax purposes effective as of
     October 29, 1993, and all income of   GCR related to the conversion
    will be recorded in  tax years ended prior to the Effective Time .

                         (i)     For purposes of this Agreement:  (i) the term
       "Taxes" means all taxes, including, but not limited to, income, gross
 receipts, sales, use, transfer, payroll, ad valorem, excise, or
       franchise taxes, that are imposed by the United States, or any state,
       county, local or foreign government or subdivision or agency thereof,
      and any interest, penalties or additions to tax attributable to such
 taxes; and (ii) the term "Tax Return" means any report, return,
     statement or other written information required to be supplied to a
taxing authority in connection with Taxes.                    

                6.13     Title to Properties.  Except as set forth on Schedule
6.13, no Company holds legal or equitable title to any real property.  Except   
as set forth on Schedule 6.13, the Companies have good and marketable title to  
all properties and assets reflected in the balance sheets dated March 31, 1994  
included in the Financial Statements (or acquired after that date) or used by   
any Company in its business, free and clear of any Liens.  Except as set forth  
on Schedule 6.13, no Company has leased any of the properties owned by it or    
subleased any of the properties leased by it or granted any person the right to 
possess any of its properties.                                                  

6.14     Adequacy; Condition.                 

                         (a)     Except as set forth on Schedule 6.14, (i) the
     real, personal and mixed properties owned or leased by each Company
       (collectively the "Properties") are adequate in all material respects
 for the conduct of its business as presently conducted; (ii) no
        Company is in violation in any material respect of any Laws in respect
      of the Properties; (iii) no Company  has received notice and has any
  knowledge of any pending or contemplated condemnation or eminent
   domain proceeding affecting the Properties; and (iv) there are no
outstanding requirements or recommendations by the Companies' 
      insurance companies requiring or recommending any repairs or work to
      be done with reference to any of the Properties or, to the knowledge
of the Shareholders,  any basis for such.  Consummation of the
       transactions contemplated by this Agreement will not alter the rights
     or impair the ability of the Companies to use the Properties in the
conduct of their business as presently conducted.             

                  (b)     The Properties, Material Contracts and
 Intellectual Property (as hereinafter defined) of the Companies
     (together with the properties and assets owned by the Companies not
        required to be disclosed pursuant to this Agreement) constitute all of
        the assets which the Companies use in connection with the operation of
their business as presently conducted.                        

               6.15     Material Contracts.  Schedule 6.15 sets forth a list
of all contracts and agreements of the following types to which either of the   
Companies is a party or is bound:  (i)  all leases under which any Company      
leases any (A) real property or (B) personal property to the extent any such    
leases  require rental payments in excess of $15,000 on an annualized basis;    
(ii)  all loan agreements or other agreements for the borrowing or lending of   
money; (iii)  all client consulting                                             

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agreements or other agreements to provide services to third parties; (iv)  all  
employment or consulting agreements (other than oral employment contracts       
terminable at will by Company); and (v) any other agreement to which any party  
thereto is obligated to make aggregate payments after the date of this          
Agreement of more than $15,000 (such agreements, together with the Intellectual 
Property Agreements (as defined in Section 6.19), are collectively referred to  
as "Material Contracts").                                                       

                       (a)     As to the Material Contracts, except as set
forth on Schedule 6.15:                                       

                                (i)  all such Material Contracts are in full
               force and effect and constitute valid and binding obligations
of all parties thereto;                       

                                (ii)  there has not been and there currently
                is no material default thereunder by GENEX or GENEX Canada, as
            applicable, or, to the knowledge of the Shareholders,  any
other party thereto;                          

                                 (iii)  no event has occurred and no situation
                exists which (whether with or without notice, lapse of time or
              the happening of any other event) would constitute a default
         thereunder entitling any party thereto to terminate the
Material Contract; and                        

                           (iv)  there is no outstanding notice of
          cancellation or termination with respect to any Material
Contract.                                     

     Except as disclosed onSchedule 6.15, no consent of any party to any
Material Contract is required in connection with the consummation by the        
Shareholders, GENEX or GENEX Canada of the transactions contemplated by this    
Agreement.                                                                      

             6.16     Litigation.  Except as disclosed on Schedule 6.16,
there is no claim, action, suit, proceeding or investigation pending or, to the 
best of the knowledge of the Companies or the Shareholders, threatened against  
either Company or any of the Properties:  (i) which questions the validity or   
legality of this Agreement or any action taken or to be taken by any Company in 
connection with this Agreement; (ii) which, in the event of a final             
determination adverse to any Company considered individually or in the          
aggregate with all such other claims, actions, suits, proceedings or            
investigations, could reasonably be expected to materially and adversely affect 
the financial condition, results of operations, business or prospects of such   
Company; or (iii) which seeks damages in connection with any of the             
transactions contemplated by this Agreement or to prohibit, restrict or delay   
the Closing or the Mergers or any of the conditions to consummation of the      
transactions contemplated in this Agreement or to limit in any manner the right 
of FFMC to control the Companies or any aspect of the business of the Companies 
after the Closing Date, nor is there any Order of any Governmental Authority,   
arbitrator or any other person outstanding against any Company having any such  
effect.  No Company is a party to or bound by any outstanding Order of any      
Governmental Authority, arbitrator or any other person, which, when considered  
individually or in the aggregate with all such other Orders, materially and     
adversely affects or could reasonably be expected to materially and adversely   
affect the financial condition, results of operations, business or prospects of 
such Company.                                                                   

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              6.17     Labor Controversies and Employees.  Each Company is
in material compliance with all Laws respecting employment, employment          
practices, terms and conditions of employment and wages and hours, and unfair   
labor practices.  There is no collective bargaining agreement which is binding  
on any Company.  There is no unfair labor practice, complaint, charge or other  
matter against or involving any Company pending before the National Labor       
Relations Board, the Equal Employment Opportunity Commission or any other       
Governmental Authority.  There is no (and since January 1, 1990 there has not   
been any) labor strike, work stoppage, union organizing effort or work slow     
down pending against, involving or, to the knowledge of the Shareholders,       
threatened against, any Company.  Except as set forth on Schedule 6.17, there   
are no employment grievances pending between any Company and any of its         
employees.  Except as set forth on Schedule 6.17, no Company is  a party to or  
bound by any agreement, arrangement or understanding with any employee or       
consultant that cannot be terminated on notice of ninety (90) or fewer days     
without liability to the Company party thereto or that entitles the employee or 
consultant to receive any salary continuation or severance payment or retain    
any specified position with such Company.  Set forth on Schedule 6.17 is a list 
of all current employees of each Company whose annual rate of salary is in      
excess of $50,000 and the amount of each such employee's compensation.          

              6.18     Insider Interests.  Except as disclosed on Schedule
6.18, no Shareholder, Affiliate, officer or director, or former stockholder,    
former officer or former director, of any Company:  (i) has any agreement with  
either Company or any interest in any property, real or personal, tangible or   
intangible, including without limitation, Intellectual Property (as hereinafter 
defined), used in or pertaining to the business of any Company; or (ii) has any 
claim or cause of action against any Company in respect of acts or omissions    
occurring prior to the Closing Date except for accrued compensation and         
benefits, expenses and similar obligations incurred in the ordinary course of   
business (including reimbursement of medical expenses pursuant to plans         
disclosed in this Agreement) in respect of persons who are employees of any     
Company.                                                                        

          6.19     Intellectual Property.  Schedule 6.19 lists all
patents, trademarks, service marks, trade names, copyrights or applications for 
the foregoing, and all computer programs, firmware and documentation relating   
thereto and all other intellectual properties other than trade secrets (which   
have been separately disclosed to FFMC) (including such trade secrets, the      
"Intellectual Property") which are owned or are or were used in and are         
necessary for the conduct of the business of the Companies.  Each Company owns  
or has the right to use pursuant to an Intellectual Property Agreement (as      
hereinafter defined) all such Intellectual Property used by it.  Except as      
disclosed on Schedule 6.19,  each Company has and has had the unrestricted      
right to produce, market, license and sell all of the products and services     
produced, marketed and licensed by it and the consummation of the transactions  
contemplated by this Agreement will not alter or impair any such rights.        
Schedule 6.19 lists all licenses or other agreements pursuant to which any      
Company has any right to use or enjoy any Intellectual Property that is owned   
by others or pursuant to which any Company is under a duty of confidentiality   
with respect to any Intellectual Property owned by others (the "Intellectual    
Property Agreements").  Each Company has all documentation with respect to the  
Intellectual Property Agreements to which it is a party, including without      
limitation, all computer software licenses.  Except as disclosed on Schedule    
6.19, all of the Intellectual Property is owned free and clear of all           
assignments, licenses, sublicenses, and Liens, including claims of employees,   
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received notice that the use of any of the Intellectual Property in its         
business, or any of the products or services of such Company violates or        
infringes upon the claimed rights of others.  As to the Intellectual Property   
Agreements, except as set forth on Schedule 6.19, (i) all are in full force and 
effect; (ii)  neither Company, nor to the best of the knowledge of the Company  
party thereto or the Shareholders, any other party thereto, is in default under 
any Intellectual Property Agreement; (c) no Company is and no Company will      
become obligated to make any royalty, transfer or similar payments under any    
Intellectual Property Agreement, (d) the rights of the Companies under all of   
the Intellectual Property Agreements will not be affected by the consummation   
of the transactions provided forherein, and (e) the exercise by any Company of  
its respective rights under any Intellectual Property Agreement to which it is  
a party will not infringe upon the claimed rights of others.                    

              6.20     Insurance.  Schedule 6.20 summarizes the amount and
kinds of insurance as to which the Companies have insurance policies or         
contracts.  All such insurance policies and contracts are in full force and     
effect.  No notice of cancellation or termination of any such insurance         
policies or contracts has been given to any Company by the carrier of any such  
policy.  All premiums required to be paid by the date hereof in connection      
therewith have been paid in full.                                               

6.21     Employee and Fringe Benefit Plans.   

                     (a)     Schedule of Plans.  Schedule 6.21 to this
     Agreement lists each of the following that any Company or any ERISA
Affiliate (as defined below) either maintains, is required to 
       contribute to or otherwise participates in (or at any time during the
preceding seven years maintained, contributed to or otherwise 
        participated in) or as to which any Company or any ERISA Affiliate has
      any unsatisfied liability or obligation, whether accrued, contingent
or otherwise:                                                 

                              (i)      any employee pension benefit plan
             ("Pension/Profit-Sharing Plan") (as such term is defined in
         the Employee Retirement Income Security Act of 1974, as
            amended ("ERISA")), including any pension, profit-sharing,
retirement, thrift or stock bonus plan;       

                      (ii)     any "multi-employer plan"
             ("Multi-Employer Plan") (as such term is defined in ERISA);

                              (iii)    any employee welfare benefit plan
        ("Welfare Plan") as such term is defined in ERISA); or

                          (iv)     any other compensation, stock
              option, restricted stock, fringe benefit or retirement plan,
           program, policy, understanding or arrangement of any kind
             whatsoever, whether formal or informal, not included in the
              foregoing and providing for benefits for, or the welfare of,
                any or all of the current or former employees or agents of any
          Company or any ERISA Affiliate or their beneficiaries or
         dependents, including any group health, life insurance,
             retiree medical, bonus, incentive or severance arrangement;

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(all of the foregoing in items (i), (ii), (iii) and (iv) being
       referred to as "Employee Plans").  "ERISA Affiliate" means each trade
   or business (whether or not incorporated) which together with any
  Company is treated as a single employer pursuant to Code Section
      414(b), (c), (m) or (o).  Each Company, as applicable, has delivered
     to FFMC (and Schedule 6.21 lists each item delivered) copies of the
   following:  (A) each written Employee Plan, as amended (including
 either the original plan or the most recent restatement and all
      subsequent amendments); (B) the most recent Internal Revenue Service
("IRS") determination letter issued with respect to each      
     Pension/Profit-Sharing Plan; (C) the latest actuarial valuation (if
      any) for each Pension/Profit-Sharing Plan; (D) the three most recent
   annual reports on the Form 5500 series; (E) each trust agreement,
insurance contract or document setting forth any other funding
     arrangement, insurance contract or document setting forth any other
      funding arrangement, if any, with respect to each Employee Plan; (F)
    the most recent ERISA summary plan description or other summary of
       plan provisions distributed to participants or beneficiaries for each
       Employee Plan; (G) each option or ruling from the IRS, the Department
of Labor or the Pension Benefit Guaranty Corporation ("PBGC") 
    concerning any Employee Plan; and (H) each Registration Statement,
      amendment thereto and prospectus relating thereto filed with the SEC
    or furnished to participants in connection with any Employee Plan.

                  (b)     Qualification.  Except as set forth in
     Schedule 6.21 each Pension/Profit-Sharing Plan:  (i) has received a
      favorable determination letter from the IRS to the effect that it is
       qualified under Code Sections 401(a) and 501, both as to the original
       plan and all restatements or material amendments; (ii) has never been
       subject to any assertion by any governmental agency that it is not so
      qualified; and (iii) has been operated so that it has always been so
qualified.                                                    

(c)     Accruals; Funding.  

                                     (i)     Pension/Profit Sharing Plans.
                Schedule 6.21 fully and accurately discloses, as of the end of
              each Plan's most recently ended fiscal year (or, each Plan's
        second more recently ended fiscal year if the required
                information is not yet available for such Plan's most recently
         ended fiscal year) (such year end, as applicable, being
           referred to as the "Applicable Plan Year-End"), the total
               assets, the actuarially computed present value of the accrued
       benefits or other liabilities or obligations, and the
              actuarially computed present value of the vested benefits or
other liabilities or obligations, for each    
       Pension/Profit-Sharing Plan subject to ERISA Title IV
          (including those for retired, terminated or other former
              employees and agents) based on the actuarial assumptions set
           forth in the plan valuations included as part of Schedule
             6.21, unless otherwise indicated on such Schedule.  None of
                the Pension/Profit-Sharing Plans subject to ERISA Title IV has
                incurred any "accumulated funding deficiency" (as such term is
                defined in ERISA), there is no employer liability with respect
             to any of such Plans as determined in accordance with ERISA
             Section 4062, and the actuarially computed present value of
                the benefits of each such Plan, accrued to the Applicable Plan
           Year-End, does not exceed the value of the assets of such
            Employee Plan.  Schedule 6.21 further sets forth as of the
         most recent date so completed, the actuarially computed
               present value of the accrued benefit liabilities of each such

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           Pension/Profit-Sharing Plan subject to Title IV of ERISA,
              determined on the basis of the assumptions prescribed by the
                PBGC pursuant to ERISA Section 4044 for use in valuing accrued
               benefit liabilities upon a plan termination, and the value of
           such benefit liabilities does not exceed the value of the
               assets of any such Plan.  There have been no material changes
in the financial condition of any of the      
        Pension/Profit-Sharing Plans since the Applicable Plan
Year-End.                                     

                            (ii)   Other Plans.  Schedule 6.21 fully
           and accurately discloses any funding liability under each
              Employee Plan not subject to ERISA Title IV, whether insured
                or otherwise, specifically setting forth any liabilities under
              any retiree medical arrangement and specifically designating
            any insured plan which provides for retroactive premium or
          other adjustments.  The levels of insurance reserves and
                accrued liabilities with regard to each such Employee Plan are
               reasonable and are sufficient to provide for all incurred but
            unreported claims and any retroactive premium adjustments.

                              (iii)  Contributions.  Except as fully and
              accurately disclosed in Schedule 6.21:  (A) each Company and
               each ERISA Affiliate have made full and timely payment of all
            amounts required to be contributed under the terms of each
             Employee Plan and applicable law, or required to be paid as
                expenses under such Employee Plan, including PBGC premiums and
                amounts required to be contributed under Code Section 412; (B)
         all contributions have been made in accordance with the
        actuarial recommendations; and (C) no excise taxes are
      assessable as a result of any nondeductible or other
     contributions made or not made to an Employee Plan.

                   (d)     Reporting and Disclosure.  Summary plan
       descriptions and all other returns, reports, registration statements,
  prospectuses, documents, statements and communications which are
       required to have been filed, published or disseminated under ERISA or
    other federal law and the rules and regulations promulgated by the
       Department of Labor under ERISA and the Treasury Department or by the
      SEC with respect to the Employee Plans have been so filed, published
or disseminated.                                              

                        (e)     Prohibited Transactions; Terminations; Other
Reportable Events.  Except as set forth in Section 6.2:       

                            (i)    Any Company, any ERISA Affiliate,
               any Employee Plan, any trust or arrangement created under any
               of them, nor any trustee, fiduciary, custodian, administrator
              or any person or entity holding or controlling assets of any
      of the Employee Plans has engaged in any "prohibited
             transaction" (as such term is defined in ERISA or the Code)
               which could subject any of the foregoing persons or entities,
                or any person or entity dealing with them, to any tax, penalty
or other cost or liability of any kind;       

                             (ii)   no termination, whether partial or
               complete, has occurred with respect to any Employee Plan; and

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                                 (iii)  no "reportable event" (as such term is
                defined in ERISA) (other than a reportable event for which the
               statutory notice requirements have been waived by regulation)
 has occurred with respect to any Employee Plan.

                       (f)     Claims for Benefits.  Other than claims for
   benefits arising in the ordinary course of the administration and
operation of the Employee Plans, no claims, investigations or 
     arbitrations are pending or threatened against any Employee Plan or
    against any Company, any ERISA Affiliate, any trust or arrangement
        created under or as part of any Employee Plan, any trustee, fiduciary,
custodian, administrator or other person or entity holding or 
     controlling assets of any Employee Plan, and no basis to anticipate
any such claims or claims exists.                             

                         (g)     Other.  Each Company and all ERISA Affiliates
     have fully complied with all of their obligations under each of the
       Employee Plans and with all provisions of ERISA and any and all other
   law applicable to the Employee Plans.  No written notice has been
 received by any Company of any claims by any participant in the
Employee Plans of any violations of such laws, and to the best
knowledge of the Shareholders, no such claims are pending or  
threatened.                                                   

                        (h)     Creation of Obligations By Reason of Sale of
      Shares.  Except as set forth in such Schedule 6.21, the execution or
     performance of the transactions contemplated by this Agreement will
       not create, accelerate or increase any obligations under any Employee
Plan, including any obligation to make a payment that would be
    nondeductible under Code Section 280G or any other Code provision.

                         (i)     No Multi-Employer Plans.  Except as set forth
        in Schedule 6.21, none of the Employee Plans are Multi-Employer Plans,
    and neither any Company nor any ERISA Affiliate has any liability,
joint or otherwise, for any withdrawal liability (potential,  
 contingent or otherwise) under ERISA Title IV for a complete or
partial withdrawal from any Multi-Employer Plan.              

          6.22     Environmental Matters.(a)  For purposes of this
Agreement, the term "Environmental Laws" shall mean all Laws relating to        
pollution or protection of the environment and any Order related thereto.       

                      (b)  Each Company has obtained all Authorizations,
kept all records and made all filings required by applicable  
     Environmental Laws with respect to emissions or discharges into the
        environment and the proper disposal of any hazardous wastes, hazardous
     substances, or other hazardous or toxic materials as defined in the
     Environmental Laws.  None of the properties occupied or used by any
      Company has been contaminated by such Company, or, to its knowledge,
        any other party, with any such hazardous wastes, hazardous substances,
        or other hazardous or toxic materials.  Each Company has conducted its
      operations and will consummate the transactions contemplated by this
      Agreement in material compliance with all Environmental Laws and all
Authorizations obtained pursuant thereto.                     

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                    (c)  No Company has received any notice from the
        United States Environmental Protection Agency that it is a potentially
   responsible party under the Comprehensive Environmental Response,
        Compensation and Liability Act ("Superfund Notice"), any citation from
    any Governmental Authority for noncompliance with its requirements
        with respect to air, water or environmental pollution, or the improper
        storage, use or discharge of any hazardous waste, other waste or other
       substance or material pertaining to its business ("Citations") or any
        written notice from any private party alleging any such noncompliance;
        and there are no pending or unresolved Superfund Notices, Citations or
       written notices from private parties alleging any such noncompliance.

               6.23     Customer Warranties.  Except as implied by law or as
set forth on Schedule 6.23, there are no outstanding warranties or guarantees   
upon any goods or services sold or provided by any Company.  Except as set      
forth on Schedule 6.23, there are no warranty claims or proceedings pending, or 
to the best of the knowledge of the Shareholders, threatened, against any       
Company.                                                                        

              6.24     Bank Accounts.  Schedule 6.24 lists all bank, money
market, savings and similar accounts and safe deposit boxes of each Company,    
specifying the account numbers and the authorized signatories or persons having 
access to them.                                                                 

               6.25     Pooling-of-Interests.  During the past 24 months, no
Company has (i) purchased or otherwise acquired any shares of its Common Stock  
or any securities convertible into or rights to acquire its Common Stock; (ii)  
issued any equity securities in contemplation of the transactions contemplated  
by this Agreement; (iii) been a subsidiary or division of another corporation;  
or (iv) taken any action set forth on Schedule 6.25 that would prevent the      
transactions contemplated by this Agreement from being accounted for as a       
pooling of interests.  No Company  owns any shares of FFMC Common Stock.        

          6.26     Major Customers.  Schedule 6.26 sets forth each
customer of any Company that represents at least two percent (2%) of such       
Company's revenue for the three months ended March 31, 1994 and  who during the 
five months ended May 31, 1994 has terminated, or given notice of termination   
of, its contract or agreement with such Company.  Schedule 6.26 also sets forth 
each such customer as to which any Company or the Shareholders have a           
reasonable basis to believe that such customer will terminate its contract or   
agreement with such Company  prior to January 1, 1995.                          

             6.27     Accuracy of Schedules, Certificates and Documents.
No representation or warranty made by any Company or any Shareholder in this    
Agreement, in any certificate furnished to FFMC pursuant hereto and in each     
Schedule attached hereto relating to any Company or any Shareholder contains or 
will contain any untrue statement of material fact or omits to state any        
material fact necessary to make the representations and warranties contained    
therein not misleading at and as of the time each is made or deemed to be made; 
and all documents furnished to FFMC pursuant to this Agreement as being         
documents described in this Agreement or in any Schedule attached hereto are    
true and correct copies of the original documents which they purport to         
represent.                                                                      

      7.      Representations and Warranties by FFMC, Bluebird and GENCAN.
FFMC represents and warrants to the Shareholders as follows:                    

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             7.1      Existence, Power and Authorization.  Each of FFMC,
Bluebird and GENCAN is a corporation duly organized, validly existing and in    
good standing under the laws of the State of Georgia.  Each of FFMC, Bluebird   
and GENCAN has the corporate power and authority to execute, deliver and        
perform this Agreement and to own its properties and assets and to carry on its 
business as it is now being conducted.  The execution, delivery and performance 
of this Agreement and the other documents and agreements contemplated hereby by 
each of FFMC, Bluebird and GENCAN have been duly authorized by all necessary    
corporate action of each of FFMC, Bluebird and GENCAN and this Agreement and    
the other documents and agreements contemplated hereby to which each of FFMC,   
Bluebird or GENCAN is a party each constitutes the valid and binding obligation 
of FFMC, Bluebird and GENCAN , as appropriate, enforceable against it in        
accordance with its terms.                                                      

                7.2      Capitalization.  The authorized capital stock of FFMC
consists of 150,000,000 shares of common stock, par value $.10 per share, and   
5,000,000 shares of preferred stock $1.00 par value  per share.  As of June 1,  
1994, 61,321,901 shares of common stock were validly issued and outstanding,    
fully paid and non-assessable, and 20,000 shares of FFMC Common Stock were held 
in the treasury of FFMC.  No shares of preferred stock are issued or            
outstanding or held in the treasury of FFMC.  FFMC owns all of the outstanding  
shares of each of Bluebird and GENCAN.  The shares of FFMC Common Stock to be   
received by the Shareholders pursuant to this Agreement shall be validly issued 
and outstanding, fully paid and nonassessable, subject to no preemptive or      
similar rights and free and clear of all liens, options, rights of first        
refusal or similar rights or other transfer restrictions of any nature          
whatsoever (including any arising from existing or threatened litigation) other 
than restrictions on transfer arising out of applicable federal and state       
securities laws.                                                                

             7.3      Non-Contravention.  Subject to the satisfaction of
the conditions specified in Sections 8.1(f) and 8.2(e), and except as set forth 
on Schedule 7.3, the execution and delivery of this Agreement and the other     
documents and agreements contemplated hereby by FFMC do not, and the            
consummation by FFMC of the transactions contemplated hereby will not (i)       
violate or conflict with any provision of the Articles of Incorporation or      
Bylaws of FFMC, or (ii) violate, or result (with the giving of notice or the    
lapse of time or both) in a violation of any provision of any Laws or any       
Orders to which FFMC is a party or by which it is bound.                        

            7.4      Periodic Reports.  FFMC has made available to the
Shareholders true and complete copies of (i) its Annual Reports on Form 10-K,   
as amended, for the years ended December 31, 1991, 1992 and 1993, as filed with 
the SEC, (ii) its proxy statements relating to all of FFMC's meetings of        
stockholders (whether annual or special) since January 1, 1992, as filed with   
the SEC, and (iii) all other reports, statements and registration statements    
(including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as   
amended) filed by FFMC with the SEC since January 31, 1992 (the reports and     
statements set forth in clauses (i), (ii) and (iii) are referred to             
collectively as the "SEC Filings").  Except as set forth on Schedule 7.4, as of 
their respective dates, none of the SEC Filings (including all exhibits and     
schedules thereto and documents incorporated by reference therein), contained   
any untrue statement of a material fact or omitted to state a material fact     
required to be stated therein or necessary to make the statements therein, in   
light of the circumstances under which they were made, not misleading.  Each of 
the SEC Filings at the time of filing complied in all material respects with    
the Exchange Act or the Securities Act, as the case may be, and the rules       

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and regulations thereunder.  As of the date hereof there are no claims,         
actions, proceedings or investigations pending or, to the best knowledge of     
FFMC, threatened against FFMC or any of its Subsidiaries, or any properties or  
rights of FFMC or any of its Subsidiaries, before anycourt, administrative,     
governmental or regulatory authority or body which have or could have a         
material adverse effect on the business, assets, condition (financial or        
otherwise) or the results of operation of FFMC.                                 

            7.5      Litigation.  Except as disclosed on Schedule 7.5,
there is no claim, action, suit, proceeding or, investigation pending, or, to   
the best of the knowledge of FFMC, Bluebird or GENCAN, threatened, that         
questions the validity or legality of this Agreement or any action taken or to  
be taken by FFMC, Bluebird or GENCAN in connection with this Agreement. There   
is no claim, action, suit, proceeding or investigation pending or, to the best  
of the knowledge of FFMC, threatened, that, in the event of a final             
determination adverse to FFMC, would have a material and adverse effect upon    
FFMC's ability to perform its obligations under this Agreement.                 

                7.6      No Past Action That Would Defeat Pooling.  During the
past twenty-four months, FFMC has taken no action that would prevent the        
transactions contemplated by this Agreement from being accounted for as a       
pooling-of-interests.                                                           

                7.7      Investment.  FFMC is acquiring the GENEX Common Stock
and Canada Common Stock for investment for its own account, and not with a view 
to, or for the offer or sale in connection with, any distribution thereof.      
FFMC acknowledges that the shares of GENEX Common Stock and Canada Common Stock 
to be acquired are not registered under the Securities Act, or any state        
securities law, and that the GENEX Common Stock and Canada Common Stock may not 
be transferred or sold except pursuant to the registration provisions of the    
Securities Act or pursuant to an applicable exemption therefrom and subject to  
state securities laws and regulations.                                          

             7.8      Accuracy of Schedules, Certificates and Documents.
No representation or warranty made by FFMC, Bluebird or GENCAN in this          
Agreement, in any certificate furnished to the  Shareholders pursuant hereto    
and in each Schedule attached hereto relating to FFMC,  Bluebird or GENCAN      
contains or will contain any untrue statement of a material fact or omits to    
state any material fact necessary to make the representations and warranties    
contained therein not misleading; and all documents furnished to the            
Shareholders pursuant to this Agreement as being documents described in this    
Agreement or in any such Schedule attached hereto are true and correct copies   
of the original documents which they purport to represent.                      

8.      Further Agreements of the Parties.                    

        8.1      Investigation; Confidentiality.  Prior to the
Closing, FFMC may make or cause to be made such investigation of the business   
and properties of each Company and its financial and legal condition as FFMC    
deems necessary or advisable to familiarizeitself therewith, provided that such 
investigation shall not unreasonably interfere with normal operations of such   
Company.  FFMC and its authorized representatives shall have after the date     
hereof and until the Closing Date, full access to the premises, books and       
records of each Company during normal business hours, and the officers of each  
Company will furnish FFMC with such financial and operating data and other      

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information with respect to such Company's financial condition, results of      
operations, business, prospects and properties as FFMC shall from time to time  
request.  No investigation by FFMC heretofore or hereafter made shall affect    
the representations and warranties of any Company or the Shareholders, and each 
such representation and warranty shall survive any such investigation, subject  
to Section 12.  Except as otherwise required in filings made by either FFMC or  
the Shareholders with any Governmental Authority, each of the Companies, the    
Shareholders and FFMC each shall hold all the information received by him or it 
in connection with this Agreement or the transactions contemplated hereby on a  
confidential basis and shall use its best efforts to keep all such information  
furnished to its authorized agents or representatives held confidential by      
them, and, should this Agreement be terminated or abandoned for any reason, not 
to use or voluntary disclose to others any such information, to promptly return 
every document furnished by another party hereto in connection herewith and any 
copies thereof it may have made, and to destroy any summaries, compilations, or 
similar documents it may have made or derived from such material, and will use  
its best efforts to have its agents and representatives do the same.  The       
immediately preceding sentence shall not apply to information that (i) is       
generally available to the public or becomes available to the public other than 
as a result of a disclosure in violation of the preceding sentence, (ii) was    
known to the party prior to its disclosure pursuant to this Agreement, or (iii) 
becomes available to the party from a source other than another party to this   
Agreement, its agents or representatives, provided that such source is not, to  
the knowledge of such receiving party, bound by a confidentiality agreement or  
other confidential obligation with respect to such information.                 

             8.2      Conduct of the Business Pending the Closing.  From
the date of this Agreement to the Closing, each Company shall, and the          
respective Shareholders shall cause each Company to, comply with the following  
provisions (unless such noncompliance shall be consented to in writing by FFMC  
prior to the taking of such action):                                            

                        (a)  Each Company  shall operate its business in the
ordinary course in accordance with sound business principles  
    consistent with past practices and in material compliance with all
Laws.                                                         

                        (b)  Each Company shall promptly notify FFMC of, and
       furnish FFMC any information FFMC may reasonably request with respect
    to, the occurrence of any event or the existence of any facts that
     would result in such Company's or the Shareholders' representations
 and warranties not being true in all material respects if those
     representations and warranties were made any time prior to or as of
       the Closing Date.  The officers of each Company shall confer with and
       advise representatives of FFMC with respect to operational matters of
a material nature relating to such Company.                   

                        (c)  Except as described in Schedule 8.2, no Company
       shall grant any bonus to any employee or any increase in the rates of
      salaries or compensation of its employees, except in accordance with
    regularly scheduled periodic increases and bonuses consistent with
       prior practices, or provide for any new employment benefits to any of
  its existing employees or any increase in any existing benefits.

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                       (d)  Except as set forth onSchedule 8.2, no Company
      shall declare, set aside or pay any dividends or other distributions
        (whether in cash, capital stock or property) in respect of its capital
    stock, or redeem, purchase or otherwise acquire any of its capital
       stock or issue, sell or encumber any shares of its capital stock, nor
shall any Company issue or sell any securities or obligations 
      convertible into or exchangeable for, or giving any person any right
to acquire from it, any shares of its capital stock.          

               (e)  No Company shall amend its Articles of
    Incorporation or Bylaws or enter into any merger, consolidation or
share exchange agreement.                                     

                       (f)  Each Company shall use commercially reasonable
     efforts to maintain and preserve its business intact, to retain its
     present employees and to maintain its relationships with customers,
suppliers and others.                                         

                       (g)  Except for transactions in the ordinary course
       of its business or as specifically contemplated by this Agreement, no
        Company shall sell, assign, lease, transfer, mortgage, encumber, grant
       a security interest in or license with respect to, or dispose of, any
       of its assets or properties, tangible or intangible, waive or release
   any rights of value, or cancel, compromise, release or assign any
indebtedness owed to it or any claims held by it, or incur any
       liabilities or pay any debt, liability or obligation of any kind, and
     none of the Companies shall assume, guarantee, endorse or otherwise
      become responsible for the obligations of any other individual, firm
       or corporation, or make any loans or advances to any individual, firm
or corporation.                                               

                   (h)     Except as set forth on Schedule 8.2, no
Company shall undertake the obligation to or make capital     
 expenditures, except capital expenditures not exceeding $25,000
individually or $100,000 in the aggregate.                    

                (i)     Other than in the ordinary course of
business, no Company shall enter into, amend or terminate any 
        contract, agreement, license, plan or lease, or make any change in the
      form of any of its contracts, agreements, licenses, plans or leases.
   No Company shall  amend any contract, agreement, license, plan or
     lease, the effect of which amendment is to render the terms of such
    contract, agreement, license, plan or lease less favorable to such
        Company.   Each of the Companies shall consult with representatives of
      FFMC prior to the execution of any non-standard contract or license,
       any amendment or renewal of a non-standard contract or license or any
      amendment of an existing contract or license, the result of which is
       to convert such contract into a non-standard contract or license.  As
        used in this Section 8.2(i) the term "nonstandard-contract" shall mean
   any contract for the sale of products or services at prices or on
   terms and conditions other than in accordance with the applicable
Company's past practice.                                      

                       (j)     Except as specifically provided for in this
        Agreement, no Company shall permit any insurance policy naming it as a
      beneficiary or a loss payable payee to be cancelled or terminated or
      any of the coverage thereunder to lapse, unless, simultaneously with
such cancellation, termination, or lapse, a replacement policy
        providing substantially the same coverage is in full force and effect.

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                    (k)     No Company will make any payments to any
        Shareholder or Affiliate other than in the ordinary course of business
 consistent with past practice, except as otherwise contemplated
herein.                                                       

                        (l)     No Company shall enter into any agreement to
    do any of the things prohibited by Sections 8.2(a) through 8.2(k).

             8.3      HSR Act Filings.  As promptly as practicable after
the execution of this Agreement and, in any event, not later than the seventh   
(7th) day following the date of this Agreement, FFMC on the one hand, and the   
Shareholders on the other, shall, in cooperation with each other, make the      
required filings in connection with the transactions contemplated by this       
Agreement under the HSR Act with the FTC and Justice, and, as promptly as       
reasonably practicable from time to time thereafter, shall make all such        
further filings and submissions, and take such further action, as may be        
required in connection therewith.  Each party shall furnish the other all       
information in his or its possession necessary for compliance by the other with 
the provisions of this Section 8.3.  Neither FFMC on the one hand nor the       
Shareholders on the other, shall withdraw any such filing or submission prior   
to the termination of this Agreement without the written consent of the other   
party.                                                                          

            8.4      Consents, Authorizations, etc.  Each party hereto
will use its reasonable best efforts to obtain all consents, authorizations,    
orders and approvals of and make all filings and registrations with, any        
Governmental Authority or non-governmental third party required for, or in      
connection with, the performance by it of this Agreement and the consummation   
by it of the transactions contemplated hereby.                                  

            8.5      Good Faith; Further Assurances; Cooperation.  The
parties to this Agreement shall in good faith perform their obligations under   
this Agreement and use their reasonable efforts to cause the transactions       
contemplated by this Agreement to be carried out promptly in accordance with    
the terms of this Agreement.  Upon the execution of this Agreement and          
thereafter, each party shall take such actions and execute and deliver such     
documents as may be reasonably requested by the other parties hereto in order   
more effectively to consummate the transactions contemplated by this Agreement. 
The parties shall cooperate fully with each other and their respective counsel  
and accountants or designees in connection with any actions required to be      
taken as part of their respective obligations under this Agreement.             

               8.6      Expenses.  Except as otherwise specifically provided
in this Agreement, each party shall bear his or its own expenses in connection  
with this Agreement and in connection with all obligations required to be       
performed by him or it under this Agreement; provided, however, that the        
Companies shall pay investment banking (including the fees to Robertson         
Stephens and Company provided for in Section 14.1), legal, accounting and other 
fees and expenses in connection with this Agreement and the transactions        
contemplated hereby up to $1.2 million in the aggregate and the Shareholders    
shall pay, or reimburse the Companies for, all such fees and expenses in excess 
of $1.2 million.                                                                

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             8.7      Publicity.  FFMC shall plan and coordinate jointly
with the Companies any press release or other public announcement or            
communication regarding the transactions contemplated by this Agreement,        
unless, in the reasonable judgment of FFMC, any such release is required to     
discharge its legal obligations (in which case it shall use reasonable efforts  
to consult with the Companies before issuing the release).  Neither the         
Companies nor any Shareholder shall issue any press release or other public     
announcement or communication regarding the transactions contemplated by this   
Agreement.                                                                      

        8.8      Employee Matters.  FFMC will take all actions
necessary or appropriate to permit the employees of each Company employed at    
the Effective Time (the "Affected Employees") to participate on and after the   
Effective Time in all FFMC's employee benefit programs ("FFMC's Benefit         
Programs") listed on Schedule 8.8, and to cause the Surviving  Corporations to  
take all actions necessary or appropriate to adopt FFMC's Benefit Programs      
effective as of the Effective Time or as soon thereafter as practicable. FFMC   
shall cause the  Surviving Corporations to continue to employ each of its       
Affected Employees on an at-will basis if permitted by applicable law;          
provided, however, except for Peter D. Madeja and Gary W. Billiard who shall    
enter into employment agreements, in the form attached hereto as Exhibit 8.8    
(the "Employment Agreements"), that nothing in this Agreement shall be deemed   
to require FFMC or the Surviving Corporations to cause to be continued any      
Affected Employee's employment for any specific period.                         

8.9      Additional Financial Statements.     

                      (a)     As soon as practicable, but not later than
       July 15, 1994, the Companies shall deliver to FFMC unaudited combined
   balance sheets as of June 30, 1994 and related unaudited combined
        statements of income, stockholders' equity and cash flows for the  six
    month period then ended, as reviewed by the Companies' independent
   auditors  KPMG Peat Marwick's, together with  KPMG Peat Marwick's
        review report thereon.  Subject to the right of FFMC to terminate this
    Agreement for a material adverse deviation (except with respect to
      deviations resulting from or nonconforming with GAAP as described on
      Schedule 6.8) pursuant to Section 9.1 if the June 30, 1994 Financial
      Statements contain a material deviation, the June 30, 1994 Financial
    Statements shall be deemed to have amended the representations and
  warranties contained herein as of the date hereof, as well as at
Closing.                                                      

                        (b)     Each Company shall prepare and shall deliver
      to FFMC as soon as practicable after they have been prepared (but in
    no event later than 20 days after the end of each month) unaudited
   monthly financial statements of such Company (including a balance
      sheet and statements of income, stockholders' equity and cash flows)
       for periods after May 31, 1994 until the Closing Date, each certified
        by an officer of GENEX or GENEX Canada, as appropriate, as meeting the
standards for financial statements set forth in Section 6.8.  

            8.10     Shareholder Notes.  Within five (5) business days
after the Effective Time, FFMC shall, or shall cause GENEX to, prepay the notes 
to Shareholders in the outstanding principal amounts as set forth on Schedule   
8.10.                                                                           

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           8.11     No Solicitation of Transactions.  Prior to the
termination and abandonment of this Agreement, neither any Company nor any      
Shareholder will, or will direct its Affiliates, officers, directors, and       
representatives to:  (i) solicit, initiate or encourage submission of proposals 
or offers from any person other than FFMC relating to any acquisition or        
purchase of all or a material part of the stock or assets of, or any merger,    
consolidation, share exchange or business combination with, or any              
recapitalization, restructuring or issuance or offering of debt or equity       
securities of, any Company  (an "Acquisition Proposal"); or (ii) participate in 
any discussions or negotiations regarding, orfurnish to any person other than   
FFMC and its representatives, any information with respect to, or otherwise     
cooperate in any way or assist, facilitate or encourage, any Acquisition        
Proposal by any person other than FFMC.  The Companies and the Shareholders     
will immediately cease and cause to be terminated any existing activity,        
discussions or negotiations with any person other than FFMC and its             
representatives conducted prior to the execution and delivery of this Agreement 
with respect to any Acquisition Proposal.  If, notwithstanding the foregoing,   
any Company, any Shareholder or any of its Affiliates or representatives        
should receive any Acquisition Proposal or any inquiry regarding any such       
proposal from a third party, the Shareholders shall promptly inform FFMC.       

                8.12     Affiliate Letters.  Each Shareholder shall deliver at
the Closing a written undertaking by him in substantially the form of Schedule  
8.12 to this Agreement.                                                         

            8.13     Exchange Listing.  FFMC shall cause any shares of
FFMC Common Stock to be issued to the Shareholders pursuant to this Agreement   
to be authorized for listing on the New York Stock Exchange, upon official      
notice of issuance, prior to the Closing Date, or as soon as possible           
thereafter as is practicable, but in no event later than 30 days after the      
Effective Time.                                                                 

              8.14     Pooling Covenant.  Neither FFMC on the one hand nor
the Shareholders or the Companies on the other shall knowingly take any action  
that would prevent the transactions contemplated by this Agreement from being   
accounted for as a pooling-of-interests.                                        

               8.15     No Transfers.  Except pursuant to this Agreement, no
Shareholder shall transfer any or all of his shares of GENEX Common Stock or    
Canada Common Stock after the date of this Agreement.                           

          8.16     Registration of Shares Issued Pursuant to Stock
Option Plan.  On or prior to the second anniversary of the date on which the    
Effective Time occurs, FFMC shall file a registration statement on Form S-8     
registering shares of FFMC Common Stock issuable upon the exercise of           
Outstanding Options, or shall take such other action as may be necessary and    
appropriate to cause the shares of FFMC Common Stock issuable upon the exercise 
of Outstanding Options to be freely tradeable by the holder upon exercise of    
Outstanding Options.                                                            

             8.17     Organization of Subsidiaries.  At the Closing, the
Shareholders and the Companies shall take all action necessary to complete the  
organization of PrimeCorp., a Pennsylvania corporation, and General             
Rehabilitation Services, Inc., a Delaware corporation, including, without       
limitation, the issuance of capital stock in the name of GENEX, so that as of   
the Effective Time, both of such corporations shall be duly organized and       
validly existing, wholly-owned subsidiaries of GENEX.                           

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9.      Conditions to the Closing.                            

            9.1      Conditions Relating to FFMC, Bluebird and GENCAN.
The consummation of the transactions contemplated by this Agreement is subject  
to the fulfillment to the reasonable satisfaction of FFMC, prior to or at the   
Closing, of each of the following conditions (any or all of which, other than   
subsection 9.1(f), may be waived by FFMC):                                      

                         (a)     All material consents, Authorizations, Orders
       and approvals of, and filings and registrations with any Governmental
      Authority which are required for or in connection with the execution
      and delivery by the Companies and the Shareholders of this Agreement
    and the other documents and agreements contemplated hereby and the
 consummation by the Companies and the Shareholders of the other
      transactions contemplated hereby shall have been obtained or made by
the Shareholders or any of the Companies, as applicable.      

                         (b)     All consents, authorizations and approvals of
        non-governmental third parties which are required for the Companies to
 continue to use all of  their respective material assets of the
  Companies following the Closing in the same manner in which such
       assets were used prior to the Closing by such Company shall have been
 obtained by such Company, unless the failure to obtain any such
      consent, authorization or approval shall not have a material adverse
    effect upon the continued right of such Company to use such asset.

                  (c)  The representations and warranties of the
       Companies and the Shareholders to FFMC, Bluebird and GENCAN contained
     in this Agreement or in any certificate, schedule, exhibit or other
     agreement pursuant to one or more provisions of this Agreement were
true and correct in all material respects on the date of this 
     Agreement and shall be true and correct in all material respects at
    and as of the Closing Date (except as set forth in the certificate
        delivered pursuant to Section 9.1(e) which certificate shall be deemed
       to amend such representations and warranties on and as of the date of
       the Agreement as well as at and as of the Closing Date) with the same
effect as though made again at and as of that time.           

                      (d)  The covenants and agreements required by this
   Agreement to be performed or complied with by any Company and the
       Shareholders prior to or at the Closing shall have been performed and
complied with in all material respects by such Company and the
Shareholders.                                                 

                    (e)  FFMC shall have been furnished certificates
 (dated the Closing Date) executed by an officer of GENEX, by an
       officer of GENEX Canada and by each of the Shareholders to the effect
      that (i) he or she is familiar with the provisions of this Agreement
       and (ii) to the best of his or her knowledge the conditions specified
      in this Section 9.1 have been satisfied (except as set forth therein
with respect to Sections 9.1(c)).                             

                        (f)  The waiting period under the HSR Act shall have
expired or been terminated.                                   

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                       (g)  There shall not be in effect any injunction or
      restraining order issued by a court of competent jurisdiction in any
   action or proceeding against the consummation of the transactions
contemplated by this Agreement.                               

                         (h)  FFMC shall have received an opinion, dated as of
      the Closing Date, of LaBrum & Doak, counsel to the Companies and the
  Shareholders, in form and substance and with such exceptions and
        limitations as shall be reasonably satisfactory to FFMC, substantially
to the effect that:                                           

                                (i)      Each of GENEX and GENEX Canada is a
             corporation duly incorporated, validly existing and in good
              standing under the laws of the Commonwealth of Pennsylvania.
               Each Company has the corporate power and authority to own its
             properties and assets and to carry on its business as it is
presently conducted.                          

                                 (ii)     Each Company has the corporate power
                and authority to enter into and perform this Agreement and the
          other documents and agreements contemplated hereby.  The
               execution, delivery and performance of this Agreement and the
            other documents and agreements contemplated hereby by each
         Company and the Shareholders have been duly authorized,
              executed and delivered by each Company and the Shareholders,
           and this Agreement and the other documents and agreements
      contemplated hereby constitute the valid and binding
              obligations of each Company and the Shareholders enforceable
             against each of them party thereto in accordance with their
              terms, except to the extent enforceability may be limited by
             bankruptcy, insolvency, reorganization, moratorium or other
                similar laws affecting the enforcement of creditors' rights in
     general and subject to general principles of equity
          (regardless of whether enforceability is considered in a
proceeding in equity or at law).              

                                (iii)    GENEX's authorized capital stock is
              comprised of 1,600,000  shares of common stock, no par value
          per share, of which 978,144 shares (of which 958,274 are
               voting and 19,870 are non-voting) are issued and outstanding.
             GENEX Canada's authorized capital stock is comprised of 100
                shares of Common Stock, $.01 par value per share, of which 100
                shares are issued and outstanding.  No Company has outstanding
               any options, warrants, calls or other commitments of any kind
               to issue or sell any of its capital stock except as disclosed
               on Schedule 6.2.  The outstanding shares of each Company were
            duly authorized for issuance and are validly issued, fully
            paid and nonassessable, and are free of preemptive rights.

                     (iv)     Immediately prior to the
            consummation of the Merger, the Shareholders were the sole
                registered and beneficial owners of the shares of GENEX Common
Stock and Canada Common Stock.                

                               (v)      The execution and delivery of this
               Agreement and the other documents and agreements contemplated
     hereby by each Company and the Shareholders and the
          consummation by each Company and the Shareholders of the

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             transactions contemplated by this Agreement do not and will
        not, (i) violate or conflict with any provision of the
               articles of incorporation or bylaws of either Company or (ii)
              so far as is known to such counsel, violate or conflict with
           or result in a default under any contract or agreement to
                which any Shareholder or any Company is a party or by which it
              is subject or bound, except as set forth in the Schedules to
           this Agreement or the certificate delivered under Section
9.1(e).                                       

                               (vi)  Except for the filing of the Articles
              of Merger with the Secretaries of  State of the Commonwealth
         of Pennsylvania and the State of Georgia, each consent,
      Authorization, Order and approval of, and filing and
              registration with, any Governmental Authority required to be
              made or obtained by any Company and the Shareholders for the
        execution and delivery of this Agreement and the other
      documents and agreements contemplated hereby and the
       consummation of the transactions contemplated by this
              Agreement have been made or obtained, except as set forth in
 the certificate delivered under Section 9.1(e).

                            (vii)  Upon the filing of the respective
         Articles of Merger with the Secretaries of State of the
          Commonwealth of Pennsylvania and the State of Georgia in
            accordance with Section 1.2 of this Agreement, the Mergers
            shall become effective in accordance with the terms hereof
       under the laws of Pennsylvania at the Effective Time.

        Such opinion may be limited to the law of the State of Georgia and the
       Commonwealth of Pennsylvania and the federal law of the United States
        and may exclude the applicability and effect of (i) any city or county
     Laws, (ii) except as set forth in Section 9.1(h)(vi), antitrust and
       unfair competition laws, and (iii) federal and state securities laws.
   In rendering such opinion, such counsel may rely upon opinions of
      other counsel reasonably acceptable to FFMC as to matters of Georgia
        law and may rely upon certificates of public officials and officers of
        GENEX, GENEX Canada, as appropriate as to factual matters and shall be
 under no obligation to make any independent investigation as to
factual matters.                                              

                      (i)     Except as disclosed on Schedule 6.2, there
        shall be no outstanding options, warrants and other rights to purchase
the capital stock of any Company.                             

                      (j)     FFMC shall have received the documents and
agreements described in Section 10.1.                         

                 (k)     FFMC shall have received letters (the
   "Pooling Letters"), dated as of the Closing Date, from Deloitte &
  Touche and KPMG Peat Marwick to the effect that the transactions
      contemplated by this Agreement will qualify for pooling-of-interests
      accounting treatment if such transactions are closed and consummated
in accordance with this Agreement.                            

                        (l)     None of the Shareholders shall have asserted
his right to dissent to either Merger.                      

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                      (m)     Peter D. Madeja and Gary W. Billiard shall
    have entered into the Employment Agreements referred to in Section
8.8.                                                          

                    (n)     All split-dollar life insurance policies
    covering any of the Shareholders on the books of any Company shall
      have been purchased by such Shareholder for their then book value on
       the financial statements of the Companies relieved of  any obligation
to pay future premiums.                                       

                       (o)     All advances to any Shareholder, affiliated
 entity or any Affiliates by any Company shall have been repaid.

                       (p)     GENEX's option plan shall have been amended
to the reasonable satisfaction of FFMC.                       

                       (q)     Such of the Shareholders as shall have been
      requested to do so by FFMC shall have entered into a Non-competition
Agreement in form and substance satisfactory to FFMC.         

                         (r)     The Voting Trust Agreement, dated October 29,
    1993, the Shareholders Agreement dated, October 29, 1993 among the
   Shareholders, and any other agreement or understanding between or
  among Shareholders with respect to shares of GENEX Common Stock,
    Canada Common Stock or any rights to obtain such stock (other than
pursuant to Outstanding Options) shall have been terminated.  

                        (s)     The Financial Statements as of June 30, 1994
  delivered pursuant to Section 8.9(a) shall not reveal a material
       adverse deviation from the Financial Statements as of March 31, 1994.

                       (t)     The exceptions set forth in the certificate
       delivered pursuant to Section 9.1(e) shall reveal no material adverse
      deviation from the representations and warranties in this Agreement.

            9.2      Conditions to Obligation of the Companies and the
Shareholders.  The consummation of the transactions contemplated by this        
Agreement is subject to the fulfillment to the reasonable satisfaction of the   
Shareholders' Agent, prior to or at the Closing, of each of the following       
conditions (any or all of which, other than subsection 9.2(e), may be waived by 
the Shareholders' Agent):                                                       

                    (a)     All consents, Authorizations, Orders and
   approvals of, and filings and registrations with any Governmental
      Authority or any non-governmental third party which are required for
    or in connection with the execution and delivery by FFMC, Bluebird
 and GENCAN of this Agreement and other documents and agreements
       contemplated hereby and the consummation by FFMC, Bluebird and GENCAN
     of the transactions contemplated hereby shall have been obtained or
made.                                                         

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                    (b)  The representations and warranties of FFMC,
    Bluebird and GENCAN to the Companies and Shareholders contained in
  this Agreement or in any certificate, schedule, exhibit or other
agreement delivered pursuant to one or more provisions of this
   Agreement were true and correct on the date of this Agreement and
     shall be true and correct in all material respects at and as of the
       Effective Time with the same effect as though made again at and as of
that time.                                                    

                      (c)  The covenants and agreements required by this
  Agreement to be performed or complied with by FFMC, Bluebird and
 GENCAN prior to or at the Closing shall have been performed and
      complied with in all material respects by FFMC, Bluebird and GENCAN.

                     (d)  The Shareholders shall have been furnished a
        certificate (dated the Closing Date) executed by an officer of FFMC to
       the effect that (i) he or she is familiar with the provisions of this
       Agreement and (ii) to the best of his or her knowledge the conditions
specified in this Section 9.2 have been satisfied.            

                        (e)  The waiting period under the HSR Act shall have
expired or been terminated.                                   

                       (f)  There shall not be in effect any injunction or
     restraining order issued by a court of competent jurisdiction in an
   action or proceeding against the consummation of the transactions
contemplated by this Agreement.                               

                         (g)  The Shareholders shall have received an opinion,
       dated as of the Closing Date, of Randolph L.M. Hutto, General Counsel
to FFMC, in form and substance and with such exceptions and   
     limitations as shall be reasonably satisfactory to the Shareholders
substantially to the effect that:                             

                                 (i)      Each of FFMC, Bluebird and GENCAN is
               a corporation duly incorporated, validly existing and in good
             standing under the laws of the State of Georgia and has the
              corporate power and authority to enter into and perform this
                Agreement and to own its properties and assets and to carry on
its business as presently conducted.          

                                 (ii)  The execution, delivery and performance
          of this Agreement and the other documents and agreements
            contemplated hereby by FFMC, Bluebird and GENCAN have been
            duly authorized by all necessary corporate action of FFMC,
                Bluebird and GENCAN and this Agreement and the other documents
             and agreements contemplated hereby constitute the valid and
              binding obligations of FFMC, Bluebird and GENCAN enforceable
             against each of them party thereto in accordance with their
              terms, except to the extent enforceability may be limited by
             bankruptcy, insolvency, reorganization, moratorium or other
                similar laws affecting the enforcement of creditors' rights in
     general and subject to general principles of equity
          (regardless of whether enforceability is considered in a
proceeding in equity or at law).              

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                             (iii)  FFMC's authorized capital stock is
            comprised of 150,000,000 shares of common stock, par value
            $.10 per share, of which 61,321,901 shares were issued and
             outstanding as of June 1, 1994, and 20,000 shares were held
              in FFMC's treasury, and 5,000,000 shares of preferred stock,
               par value $1.00 per share, of which no shares are outstanding
and no shares are held in FFMC's treasury.    

                            (iv)  The execution and delivery of this
               Agreement and the other documents and agreements contemplated
              hereby by FFMC , Bluebird and GENCAN and the consummation by
            FFMC, Bluebird and GENCAN of the transactions contemplated
         hereby do not and will not violate or conflict with any
               provision of the Articles of Incorporation or Bylaws of FFMC,
Bluebird or GENCAN.                           

                            (v)  The FFMC Common Stock issued to the
           Shareholders shall, upon consummation of the transactions
           contemplated by this Agreement, be validly authorized and
              issued, fully paid and non-assessable and not subject to any
preemptive or similar rights.                 

                         (vi)     Except for the filing of the
         Articles of Merger with the Secretaries of State of the
             Commonwealth of Pennsylvania and the State of Georgia, each
               consent, authorization, order and approval of, and filing and
              registration with, any Governmental Authority required to be
       made or obtained by FFMC, Bluebird and GENCAN for the
        execution and delivery of this Agreement and the other
      documents and agreements contemplated hereby and the
               consummation by FFMC, Bluebird and GENCAN of the transactions
contemplated hereby has been made or obtained.

     Such opinion may be limited to the laws of the State of Georgia and
        the federal law of the United States and may exclude the applicability
        and effect of (i) any city or county Laws, (ii) except as set forth in
      Section 9.2(g)(vi), antitrust and unfair competition laws, and (iii)
     federal and state securities laws.  In rendering such opinion, such
        counsel may rely upon certificates of public officials and officers of
     FFMC or any of its subsidiaries (including Bluebird and GENCAN), as
        appropriate, as to factual matters and shall be under no obligation to
make any independent investigation as to factual matters.     

                    (h)     The Shareholders shall have received the
documents and agreements described in Section 10.2.           

                   (i)     The Shareholders shall have received an
   opinion, dated as of the closing Date, of KPMG Peat Marwick or of
     legal counsel for Shareholders, in form and substance and with such
       exceptions and limitations as shall be reasonably satisfactory to the
 Shareholders, substantially to the effect that the Mergers will
      qualify as "tax-free reorganizations" under Section 368 of the Code.

     9.3.    Waiver and Estoppel.  Neither FFMC on the one hand, nor the
Shareholders on the other, shall be entitled to assert after the Closing any    
claim based upon a breach of any representation                                 

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or warranty under this Agreement, to the extent such representation or warranty 
otherwise would survive the Closing if, and only if, it is shown by the other   
party that (a) at or prior to the Closing an executive officer of FFMC, if FFMC 
is the party asserting such claim, or a Shareholder, if the Shareholders are    
asserting such claim, possessed knowledge of the facts constituting such        
breach, (b) the executive officer or Shareholder, as applicable, knew or should 
have known that such facts constituted a breach of this Agreement.  and (c) the 
facts were unknown to the party defendingsuch claim and were not disclosed by   
FFMC to the Shareholders or by the Shareholders to FFMC, as appropriate.  If,   
and only if, (a), and (b) and (c) occur, FFMC on the one hand, and the          
Shareholders on the other, shall be deemed to have waived, and shall be         
estopped to assert at or after the Closing, any claim or remedy based upon such 
breach by the other; provided, however, that notwithstanding the foregoing, a   
party may not invoke the benefit of this Section 9.3 if such party could not    
have remedied the breach prior to the Closing if the facts known by the other   
party had been disclosed.                                                       

10.     Documents to be Delivered at the Closing.             

             10.1     Documents to be Delivered by the Companies and the
Shareholders.  At the Closing, the Companies and the Shareholders shall         
deliver, or cause to be delivered, to FFMC the following:                       

               (a)     Stock certificates representing the
  outstanding shares of GENEX and GENEX Canada with separate stock
transfer powers duly endorsed in blank by the Shareholders;   

                    (b)     The  certificates referred to in Section
9.1(e).                                                       

                        (c)     The opinions referred to in Sections 9.1(h).

                        (d)     To the extent requested by FFMC, the written
       resignations of the directors and officers of GENEX and GENEX Canada.

                  (e)     The Shareholder letters referred to in
Section 8.12.                                                 

                        (f)     The corporate books and records of GENEX and
GENEX Canada.                                                 

              10.2     Documents to be Delivered by FFMC.  At the Closing,
FFMC shall deliver to the Shareholders the following:                           

                       (a)     Stock certificates evidencing the shares of
FFMC Common Stock to be delivered pursuant to Section 2 to the
Shareholders.                                                 

                    (b)     The  certificates referred to in Section
9.2(d).                                                       

                      (c)     The opinion referred to in Section 9.2(g).

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11.     Tax Matters.                                          

11.1     Filing of Returns.                   

                   (a)     The Companies  shall prepare for timely
 filing by each Company, all Tax Returns of or that include such
        Company (including any amendments thereto) with respect to any Taxable
    Period of such Company ending on or prior to the Effective Time (a
       "Pre-Closing Period") provided that the Companies shall not amend any
        Pre-Closing Period Tax Return without the prior written consent of the
       Shareholders' Agent unless required to do so by the applicable taxing
      authority.  The Shareholders shall pay all income Taxes with respect
     to such Company or as to which such Company is otherwise liable for
      any Pre-Closing Period (in excess of any amounts of accrued therefor
    on the books of the Company).  Such Returns shall be prepared on a
 basis consistent with such Company's 1992 Tax Returns and shall
    include methods which are different than those used to prepare the
   Companies' Financial Statements as outlined inSchedule 11.1.  The
    Companies shall deliver such Pre-Closing Period Tax Returns to the
       Shareholders' Agent for review no later than 30 days prior to filing.
       The Companies shall prepare for timely filing by each Company all Tax
    Returns with respect to any Taxable Periods of such Company ending
      after the Effective Time (a "Post-Closing Period") and shall pay all
   Taxes with respect to such Company or as to which such Company is
otherwise liable for any Post-Closing Period.                 

                       (b)     For purposes of this Agreement, if, for any
    federal, state, local and foreign tax purpose, a Taxable Period of
   any Company does not terminate on the Effective Time, the parties
   shall, to the extent permitted by applicable law, elect with  the
 relevant taxing authority to treat such Taxable Period for such
     Company for all purposes as a short Taxable Period ending as of the
      close of business on the Closing Date, and such short Taxable Period
shall be treated as a Pre-Closing Period for purposes of this 
      Agreement.  In any case where applicable law does not permit such an
        election to be made, then, for purposes of this Agreement, the taxable
income of such Company for the entire Taxable Period shall be 
   allocated between the Pre-Closing Period and the remainder of the
Taxable Period using an interim-closing-of-the- book's method,
     assuming that such taxable period ended at the close of business on
       the Closing Date and treating such period as a Pre-Closing Period for
    purposes of this Agreement, except that exemptions, allowances and
     deductions calculated on an annual basis (such as the deduction for
        depreciation) shall be apportioned on a per diem basis and in no event
       shall taxable income arising from events following the Effective Time
be allocated to the period preceding the Effective Time.      

                         (c)     FFMC on the one hand, and the Shareholders on
       the other hand, shall have the right, at its or their own expense, to
   control any audit or determination by any authority, initiate any
    claim for refund or amended return and contest, resolve and defend
     against any assessment, notice of deficiency or other adjustment or
    proposed adjustment of taxes for any Taxable Period for which that
     party (or any of its Affiliates) is charged with responsibility for
payment of Taxes or filing a Tax Return under this Agreement. 

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            11.2     Access and Assistance.  After the Effective Time,
FFMC and the Surviving Corporations on the one hand and the Shareholders on the 
other hand shall provide each other with such assistance as may be reasonably   
requested in connection with the preparation of any return of Taxes, any audit  
or other examination of any taxing authority, or any judicial or administrative 
proceedings relating to liability for Taxes of such Company.  The party         
requesting assistance hereunder shall reimburse the other for reasonable        
out-of-pocket expenses incurred in providing such assistance.                   

11.3     Certain Audit Adjustments.           

                (a)      If any audit adjustment or other adjustment resulting
from any judicial or administrative proceeding, claim for refund or amended     
return ("Adjustment") after the date hereof, both:                              

                      (i)     increases any Tax for a Pre-Closing Period
  which is allocated to the Shareholders under Section 11.1(a) (or
        reduces a loss, credit or other Tax benefit otherwise available to the
Shareholders) and                                             

                       (ii)    decreases any Tax for a Post-Closing Period
        which is allocated to FFMC under Section 11.1(a) (or increases a loss,
credit or other Tax benefit otherwise available to FFMC),     

then when and to the extent that FFMC, as a result of such Adjustment, receives 
a greater refund of Tax paid, benefits from a greater credit for Tax applied or 
benefits from a reduction in Tax otherwise due, (considering all periods ending 
after the Effective Time in the aggregate), FFMC shall pay to the Shareholders  
an amount equal to the amount of such refund, credit or reduction in Tax        
(unless the Shareholders have previously received the benefit of such refund,   
credit or reduction in Tax directly from a Taxing Authority).  In any event,    
the amount payable by FFMC pursuant to this Section 11.3(a) shall be limited to 
the lesser absolute amount determined under Section 11.3(a)(i) or (ii) above.   

(b)      Similarly if an Adjustment both:     

                      (i)     decreases any Tax for a Pre-Closing Period
        which is allocated to Shareholders under Section 11.1(a) (or increases
a loss, credit or other Tax benefit otherwise available to the
Shareholders) and                                             

                       (ii)    increases any Tax for a Post-Closing Period
      which is allocated to FFMC under Section 11.1(a) (or reduces a loss,
credit or other Tax benefit otherwise available to FFMC),     

then when and to the extent that the Shareholders, as a result of such          
Adjustment, receive a greater refund of Tax paid, benefit from a greater credit 
for Tax applied or benefit from a reduction in Tax otherwise due (considering   
all periods ending with the Effective Time in the aggregate), the Shareholders  
shall pay to FFMC an amount equal to the amount of such refund, credit or       
reduction in                                                                    

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Tax (unless FFMC has previously received the benefit of such refund, credit or  
reduction in Taxes directly from a Taxing Authority).  In any event, the amount 
payable by the Shareholders pursuant to this Section 11.3(b) shall be limited   
to the lesser absolute amount determined under Section 11.3(b)(i) or (ii)       
above.                                                                          

                       Any payment by FFMC or the Shareholders pursuant to
this Section 11.3 shall be made pursuant to and governed by the provisions of   
Section 12 of this Agreement.                                                   

12.     Indemnification.                                      

    12.1     Indemnification by the Shareholders.  The
Shareholders shall jointly and severally, except as to the covenants,           
representations and warranties in Section 5 and Section 8.10 as to which        
Shareholders shall severally, indemnify and hold harmless FFMC and the          
Surviving Corporations in respect of any and all claims, losses, damages,       
liabilities, demands, assessments, judgments, costs and expenses, in each case  
as adjusted for any insurance benefits or proceeds realized or to be realized   
with respect thereto by the Indemnified Party, (as hereinafter defined), net of 
any retroactive insurance premium which becomes due as a result of such claim,  
(collectively, the "Costs") (including, without limitation, settlement costs    
and any legal or other expenses for investigating, bringing or defending any    
actions or threatened actions) reasonably incurred by FFMC or any Surviving     
Corporation resulting from (i) any misrepresentation or breach of any warranty, 
covenant, agreement or obligation made by the Shareholders under this Agreement 
or in any schedule, exhibit, certificate or other instrument pursuant thereto   
provided, however, that the Shareholders shall not be liable for any breach of  
the representations and warranties contained in Section 6.8(b) or Section       
6.12(e) except, and to the extent that, the aggregate Costs as a result of such 
breach or breaches exceeds the sum of (a) amounts for current Taxes referred to 
in Section 6.12(e), net of all Taxes payable after March 31, 1994, and          
attributable to any Pre-Closing Period (b) the net of the allowance for         
doubtfulaccounts referred to in Section 6.8(b), and (ii) except as otherwise    
specifically provided in this Agreement, all liabilities of the Shareholders    
arising before or after the Closing Date.                                       

             12.2     Indemnification by FFMC.  FFMC agrees to indemnify
and hold harmless the Shareholders in respect of any and all Costs reasonably   
incurred by the Shareholders in connection with any misrepresentation or breach 
of any warranty, covenant or agreement made by FFMC under this Agreement, or in 
any schedule, exhibit, certificate or other instrument pursuant thereto.        

   12.3     Certain Limitations and Related Matters.

                         (a)     Credit for Taxes.  In calculating any amounts
       payable under this Section 12, the Indemnifying Party (as hereinafter
        defined) shall receive credit for any net reduction in the Indemnified
   Party's (as hereinafter defined) tax liability as a result of the
facts giving rise to the claim for indemnification.           

                       (b)     Certificates.  Any claim based, in whole or
  in part, upon any untrue or incorrect statement set forth in the
certificate delivered pursuant to Section 9.1(e) or Section   

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      9.2(d) shall be deemed to be a claim for misrepresentation or breach
of warranty, covenant or agreement under this Agreement.      

                       (c)     Deductible.  No claim shall be made against
the Shareholders for indemnification for any breach of a      
   representation or warranty contained in this Agreement (or in any
    Schedule, certificate or other document delivered pursuant hereto)
unless and until the aggregate Costs exceed $250,000 (the     
     "Deductible") in which event FFMC may claim indemnification for the
     amount of such Costs in excess of the Deductible;provided, however,
that the Deductible shall not apply to the extent that such   
        indemnification relates to any misrepresentation or breach of warranty
contained in Sections 5.1 and 6.12.                           

                         (d)     Limitation of Liability.  Except with respect
     to any misrepresentation or breach of warranty contained in Section
5.1 or 6.12, in no event shall the aggregate liability of the 
        Shareholders to FFMC and the Companies for indemnification pursuant to
Section 12.1 exceed an amount equal to $7,500,000.            

            12.4     Claims for Indemnification.  The representations,
warranties, covenants and agreements in this Agreement shall survive the        
Closing subject to the limitations set forth herein.  The party seeking         
indemnification (the "Indemnified Party") shall give the party from whom        
indemnification is sought (the "Indemnifying Party") a written notice ("Notice  
of Claim") withinsixty (60) days of the discovery of any loss, liability, claim 
or expense in respect of which the right to indemnification contained in this   
Section 12 may be claimed; provided, however, that the failure to give such     
notice within such sixty (60) day period shall not obviate any right to bring   
such claim hereunder after such period except to the extent that, the other     
party is actually prejudiced by such failure.  A party shall have no liability  
under this Section 12 for breach of warranty or misrepresentation, unless a     
Notice of Claim therefore is delivered by the Indemnified Party prior to the    
earlier of (i) the date of the audit report for FFMC's calendar year ending     
December 31, 1994 and (ii) the first anniversary of the Effective Time;         
provided, however, that as to any liability arising pursuant to Section 6.12 or 
Section 11, any Notice of Claim must be delivered by the Indemnified Party not  
later than ninety (90) business days after the expiration of the applicable     
statute of limitations or any extensions thereof.  Any Notice of Claim shall    
set forth the representations, warranties, covenants and agreements with        
respect to which the claim is made, the specific facts giving rise to an        
alleged basis for the claim and the amount of liability asserted or anticipated 
to be asserted by reason of the claim.  All notices to the Shareholders shall   
be delivered to the Shareholders' Agent.                                        

              12.5     Defense of Claim by Third Parties.  If any claim is
made by a third party against a party to this Agreement that, if sustained,     
would give rise to a liability of another party under this Agreement, the party 
against whom the claim is made shall promptly cause notice of the claim to be   
delivered to the other party and shall afford the other party and its counsel,  
at the other party's sole expense, the opportunity to defend or settle the      
claim.  The failure to provide such notice will not relieve the Indemnifying    
Party of liability under this Agreement unless, and only to the extent that,    
the other party is actually prejudiced by such failure.  If any such claim is   
compromised or settled without the consent of the Indemnifying Party, no        
liability shall be imposed upon the Indemnifying Party by reason of the claim.  

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           12.6     Third Party Claim Assistance.  From time to time
after the Closing, FFMC and the Shareholders shall provide or cause their       
appropriate personnel to provide the other party with information or data in    
connection with the handling and defense of any third party claim or litigation 
(including counterclaims filed by the parties) in respect to which a party may  
be required to indemnify another party under this Agreement.  The party         
receiving such information or data shall reimburse the other party for all of   
its costs and expenses in providing these services, including, without          
limitation, (i) all out of pocket, travel and similar expenses incurred by its  
personnel in rendering these services; and (ii) all fees and expenses for       
services performed by third parties engaged by or at the request of such other  
party.                                                                          

                12.7     Determination of Loss.  Indemnification under Section
12.1 or 12.2 shall be payable with respect to any claimconcerning a Loss upon   
the happening of the earliest to occur of any of the following (a               
"Determination Date"):                                                          

                        (a)     Resolution of such claim by mutual agreement
between the Indemnified Party and the Indemnifying Party; or  

                   (b)     The issuance of a final (not subject to
       appeal) judgment, award or other ruling by a court, arbitrator or any
    other tribunal or organization or person having legal jurisdiction
       over the parties and the subject matter of such claim or to whom such
   claim was submitted for resolution by joint agreement between the
Indemnified Party and the Indemnifying Party; or              

                     (c)     Final settlement of such claim by a third
     party pursuant to mutual authorization by the Indemnified Party and
the Indemnified Party.                                        

12.8     Manner of Indemnification.           

                (a)     By the Shareholders.  If FFMC or any
      Surviving Corporation is entitled to indemnification from any or all
      of the Shareholders, the Shareholders shall satisfy their respective
   indemnification obligations to FFMC or any Surviving Corporation,
      first from the escrow shares and thereafter by delivery of shares of
     FFMC Common Stock for cancellation.  The Shareholders shall satisfy
        their indemnification obligations to FFMC or any Surviving Corporation
    no later than five (5) days following the Determination Date.  The
     value of shares of FFMC Common Stock surrendered in satisfaction of
    the Shareholders' indemnification obligation shall be the Reported
Market Price.                                                 

                       (b)     By FFMC.  All indemnification by FFMC under
      this Section 12 shall be made by payment of FFMC Common Stock in the
     amount of the indemnification liability no later than five (5) days
       following the Determination Date.  The value of shares of FFMC Common
       Stock issued in satisfaction of the FFMC's indemnification obligation
shall be the Reported Market Price.                           

12.9     Escrow.                              

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                      (a)     Creation.  The Escrow Shares together with
     stock powers executed in blank by each of the Shareholders shall be
 delivered by FFMC to NationsBank of Georgia, N.A. or such other
       financial institution as may be agreed upon by the Shareholders Agent
      and FFMC (the "Escrow Agent").  The fees payable to the Escrow Agent
      for maintaining the Escrow (as hereinafter defined) shall be paid by
        FFMC.  The Escrow Shares shall be maintained by the Escrow Agent for a
     period beginning at the Effective Time and ending on the earlier of
       the date of the audit report for FFMC's calendar year ending December
        31, 1994 and the first anniversary of the Effective Time, as an escrow
        (the "Escrow") available to satisfy the indemnification rights of FFMC
        and  the Companies set forth in Section 12.1, pursuant to the terms of
      an escrow agreement in form and substance reasonably satisfactory to
FFMC and the Shareholders.                                    

                       (b)     Disbursement for Claims.  If FFMC gives the
 Shareholders' Agent a Notice of Claim pursuant to Section 12.4,
     asserting a claim for indemnification pursuant to Section 12.1, the
        Shareholders' Agent, within thirty (30) days following receipt of such
    Notice of Claim, shall either (i) give FFMC and the Escrow Agent a
   counternotice with respect to such notice of claim disputing such
    claim, or (ii) instruct the Escrow Agent to deliver to FFMC Escrow
   Shares equal in value to the amount of such claim (based upon the
      Reported Market Price) from the Escrow Shares;provided, howeve, that
    if a counternotice given by the Shareholders' Agent alleges that a
     Notice of Claim is only partially invalid, the Shareholders' Agent,
   within thirty (30) days of receipt of such Notice of Claim, shall
     instruct the Escrow Agent to deliver to FFMC Escrow Shares equal in
     value to an amount equal to that portion of the amount specified in
the Notice of Claim as to which no objection is made.  If the 
    Shareholders' Agent gives a counternotice with respect to all or a
  portion of a Notice of Claim described in this Section 12.9, the
 Escrow Agent shall only be required to deliver Escrow Shares in
       accordance with the mutual instructions of FFMC and the Shareholders'
        Agent or an order of a court of competent jurisdiction with respect to
the disputed portion of such Notice of Claim.                 

                    (c)     Dividends on Escrow.  All cash dividends
       declared with respect to the Escrow Shares shall be deposited by FFMC
        into a separate account with the Escrow Agent.  Such dividends and any
        interest accrued with respect to such dividends shall be paid pro rata
        to a  Shareholder in accordance with his interest to the extent and at
   such time as the underlying Escrow Shares are distributed to such
 Shareholder, and to FFMC to the extent and at such time as such
        underlying Escrow Shares are distributed to FFMC.  All dividends other
  than cash dividends declared and paid with respect to the Escrow
      Shares shall be retained by the Escrow Agent subject to the terms of
     the Escrow Agreement, and shall also be distributed pro rata to any
        party receiving the underlying Escrow Shares in accordance with its or
his interest at the time of such distribution.                

                         (d)     Termination.  The Escrow established pursuant
        to this Section 12.9 shall terminate on the earlier of the date of the
        audit report for FFMC's calendar year ending December 31, 1994 and the
      first anniversary of the Effective Time; provided, however, that the
     Escrow shall continue beyond such period to the extent that FFMC or
       either of the Companies has given the Shareholders' Agent a Notice of
Claim prior to such time and the                              

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indemnification claims asserted therein remain unsatisfied or 
   unresolved.  Upon termination of the Escrow, the remaining Escrow
 Shares (along with any dividends and interest thereon) shall be
delivered by the Escrow Agent to the Shareholders' Agent for  
      disbursement to the Shareholders in accordance with their interests.

             12.10    Remedies Exclusive.  The parties hereto agree that
except as otherwise provided in Section 14.2 the sole and exclusive remedy for  
unintentional misrepresentations contained in this Agreement or non-willful     
breaches of the covenants and agreements contained in this Agreement, shall be  
the indemnification obligations of the parties as set forth in this Section 12. 
Notwithstanding the foregoing, nothing in this Section 12.10 shall be           
interpreted or construed to limit or waive any party's rights or remedies with  
respect to any intentional misrepresentation contained in this Agreement or     
willful breach of any covenant or agreement contained in this Agreement.        

13.     Shareholders' Agent.                                  

      13.1     Appointment; Acceptance.  By executing this
Agreement, each of the Shareholders hereby irrevocably constitutes and appoints 
Lawrence J. Kent and his successors, acting as hereinafter provided, as his     
attorney-in-fact and agent in his name, place and stead in connection with the  
transactions and agreements contemplated by this Agreement (the "Shareholders'  
Agent"), and acknowledges that such appointment is coupled with an interest.    
By executing and delivering this Agreement under the heading "Shareholders'     
Agent," the individual who is appointed as the Shareholders' Agent hereby (i)   
accepts his appointment and authorization to act as the Shareholders' Agent as  
attorney-in-fact and agent on behalf of the Shareholders in accordance with the 
terms of this Agreement and (ii) agrees to perform his obligations hereunder,   
and otherwise comply with this Section 13.                                      

               13.2     Authority.  Each Shareholder by this Agreement fully
and completely, without restriction:                                            

                     (a)     authorizes the Shareholders' Agent (i) to
      prepare, finalize, approve and authorize all exhibits, schedules and
    other attachments to the Shareholder Delivered Agreements and such
 approval and authorization may be conclusively evidenced by the
        Shareholders' Agent, (ii) to deliver on his behalf to FFMC as provided
  in this Agreement his Share certificates representing all of his
        Shares and the separate stock transfer powers, if any, relating to all
    such Shares duly endorsed by him and otherwise as provided in this
     Agreement and all materials to be delivered in connection with such
        Share certificates, (iii) to execute, deliver and accept on his behalf
       Shareholder Delivered Agreements, (iv) to execute and deliver, and to
       accept delivery, on his behalf of such amendments as may be deemed by
        the Shareholders' Agent in his sole discretion to be appropriate under
      the Shareholder Delivered Agreements, and (v) to execute and deliver
       and to accept delivery, on his behalf of such agreements, instruments
        and other documents as may be deemed by the Shareholders' Agent in his
   sole discretion to be appropriate under the Shareholder Delivered
Agreements.                                                   

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                      (b)     Agrees to be bound by all notices received
      and agreements and determinations made by and documents executed and
      delivered by the Shareholders' Agent under the Shareholder Delivered
Agreements.                                                   

                     (c)     Authorizes the Shareholders' Agent (i) to
       dispute or to refrain from disputing any claim made by FFMC under the
        Shareholder Delivered Agreements, (ii) to negotiate and compromise any
        dispute which may arise under, and exercise or refrain from exercising
        remedies available under the Shareholder Delivered Agreements, to sign
 any releases or other documents with respect to such dispute or
   remedy, (iii) to waive any condition contained in the Shareholder
   Delivered Agreements, (iv) to give any and all consents under the
     Shareholder Delivered Agreements, and (v) to give such instructions
    and do such other things and refrain from doing such things as the
        Shareholders' Agent shall deem appropriate to carry out the provisions
of the Shareholder Delivered Agreements; and                  

                    (d)     Authorizes and directs the Shareholders'
     Agent to receive any payments made to the Shareholders' Agent under
    this Agreement, to invest such funds pending their disbursement in
     such matter as the Shareholders' Agent in his sole discretion deems
appropriate; and to disburse pro rata any payments due the    
      Shareholders under this Agreement in accordance with their interest,
    after (i) subject to Section 8.6 of this Agreement, payment of any
     attorneys' and accountants' and other fees and expenses incurred on
       behalf of the Shareholders in connection with the consummation of the
       transactions contemplated by this Agreement and (ii) withholding such
  amounts to pay costs and expenses relating to potential disputes
     arising with respect to indemnification or other obligations of the
      Shareholders under this Agreement.  Notwithstanding the foregoing or
        anything else in this Agreement, the Shareholders' Agent shall have no
      authority involving a breach by a Shareholder of a representation or
       warranty in Section 5 of this Agreement, as to which such Shareholder
shall have the sole authority to exercise rights or remedies. 

              13.3     Actions.  Each of the Shareholders hereby expressly
acknowledges and agrees that the Shareholders' Agent is authorized to act on    
his behalf, notwithstanding any dispute or disagreementamong the Shareholders   
and that FFMC and any other person or entity shall be entitled to rely on any   
and all actions taken by the Shareholders' Agent under this Agreement and the   
Shareholder Delivered Agreements without any liability to, or obligation to     
inquire of, any of the Shareholders.  All notices, counternotices or other      
instruments or designations delivered by the Shareholders' Agent shall not be   
effective unless, but shall be effective if, signed by the Shareholders' Agent, 
and if not, such document shall have no force and effect whatsoever hereunder   
and FFMC and any other person or entity may proceed without regard to any such  
document.  FFMC and any other person or entity are hereby expressly authorized  
to rely on the genuineness of the signature of the Shareholders' Agent, and     
upon receipt of any writing which reasonably appears to have been signed by the 
Shareholders' Agent, FFMC and any other person or entity may act upon the same  
without any further duty of inquiry as to the genuineness of the writing.       

    13.4     Effectiveness.  The authorizations of the
Shareholders' Agent shall be irrevocable and effective until his rights and     
obligations under this Agreement terminate by virtue of the termination of any  
and all of the obligations of the Shareholders to FFMC under this Agreement.    

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                13.5     Indemnification.  The Shareholders hereby jointly and
severally agree to indemnify and hold the Shareholders' Agent harmless from any 
and all liability, loss, cost, damage or expense, including attorneys fees      
(reasonably incurred or suffered as a result of the performance of his duties   
under this Agreement), except for gross negligence or willful misconduct.       

                13.6     Survival of Authorizations.  EACH SHAREHOLDER INTENDS
FOR THE AUTHORIZATIONS AND AGREEMENTS IN THE FOREGOING SECTIONS OF THIS SECTION 
13 TO REMAIN IN FORCE AND NOT BE AFFECTED IF SUCH SHAREHOLDER SUBSEQUENTLY      
BECOMES MENTALLY OR PHYSICALLY DISABLED OR INCOMPETENT, DOES HEREBY AUTHORIZE   
SUCH RECORDINGS AND FILINGS HEREOF AS A HOLDER MAY DEEM APPROPRIATE, AND DOES   
HEREBY DIRECT THAT NO FILING OF ACCOUNTS OR INVENTORIES OR POSTING OF A SURETY  
BOND SHALL BE REQUIRED.                                                         

14.     Miscellaneous.                                        

           14.1     Finders, Etc.  Aside from any amounts payable by
GENEX to Robertson, Stephens & Company, which has been retained by GENEX, no    
broker's or finder's fee or commission is due or payable from or by any of the  
parties hereto, nor has any such fee or commission been earned by any other     
third party on behalf of any of the foregoing in connection with the            
negotiation and execution of this Agreement or in any other manner affecting or 
involving the Business or in connection with the negotiation or execution of    
this Agreement, or the consummation of any transaction contemplated hereby.     
The Shareholders agree to indemnify and save FFMC and the Companies harmless    
from and against any and all claims or demands for broker's or finder's fees or 
commissions by or from Robertson,Stephens & Company (but only to the extent any 
such claim or demand exceeds the fee agreed to by GENEX) or any other person or 
persons whatsoever, based on any arrangement made by the Shareholders.  FFMC    
agrees to indemnify and save the Shareholders harmless from and against any and 
all claims or demands for broker's or finder's fees or commissions from any     
person or persons whatsoever (other than Robertson, Stephens & Company) based   
on any arrangement made by FFMC.                                                

               14.2     Specific Performance and Other Remedies.  Each party
acknowledges that the rights of the other parties to consummate the             
transactions contemplated by this Agreement are special, unique and of          
extraordinary character, and that, in the event that any party violates or      
fails or refuses to perform any covenant or agreement made by him or it in this 
Agreement, then the other parties may be without an adequate remedy at law.     
Each party agrees, therefore, that in the event that he or it violates or fails 
or refuses to perform any covenant or agreement by him or it in this Agreement, 
any other party may, in addition to any remedies at law for damages, or other   
relief, institute and prosecute an action in any court of competent             
jurisdiction to enforce specific performance of such covenant or agreement or   
seek any other equitable relief.  In the event that such party institutes such  
proceedings prior to the termination or abandonment of this Agreement pursuant  
to Section 4.1, notwithstanding any provision of Section 4.2, this Agreement    
shall be terminated and abandoned thereafter only if a final judgment or order  
is entered in such action and in any appeal therefrom denying specific          
performance to such party in such action or dismissing or discontinuing such    
action without the granting of such relief (and such judgment or order is not   
then subject to                                                                 

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appeal) or such action or appeal therefrom is dismissed or discontinued         
voluntarily by such party in such action or by agreement of the parties thereto 
without the granting of such relief.                                            

              14.3     Governing Law.  This Agreement shall be governed by
and construed in accordance with the law of the State of Georgia, without       
giving effect to the conflicts of law principles thereof.                       

               14.4     Headings.  The headings of this Agreement and titles
given to Schedules to this Agreement are for reference purposes only and are to 
be given no effect in the construction or interpretation of this Agreement.     

               14.5     Notices.  All notices and other communications under
this Agreement shall be in writing and may be given by any of the following     
methods:  (i) personal delivery; (ii) facsimile transmission; (iii) registered  
or certified mail, postage prepaid, return receipt requested; or (iv) overnight 
delivery service requiring acknowledgment of receipt.  Notices shall be sent to 
the appropriate party at its address or facsimile number given below (or at     
such other address or facsimile number for such party as shall be specified by  
notice given hereunder):                                                        

                        If to FFMC, Bluebird, GENCAN and the Companies after
                         the Effective Time with respect to the Companies, to:

                          First Financial Management Corporation
                 3 Corporate Square, Suite 700
           Atlanta, Georgia  30329
          Fax No. (404) 634-6352

                Attention:   Stephen D. Kane
                                             Senior Executive Vice President

   with a copy to:

                          First Financial Management Corporation
                 3 Corporate Square, Suite 700
           Atlanta, Georgia  30329
          Fax No. (404) 636-7632
              Attn:  Randolph L.M. Hutto

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                       If to the Shareholders, or GENEX GENEX Canada prior
to the Effective Time, to:  

        GENEX Services, Inc.
              735 Chesterbrook Boulevard
Suite 200   
              Wayne, Pennsylvania  19087

                Attention:  Lawrence J. Kent

with a copy to:             

LaBrum & Doak               
Suite 2900                  
1818 Market Street          
          Philadelphia, Pennsylvania  19103-3629
Fax Number:  (215)587-5350  

      Attention:       Zachary R. Estrin

All such notices and communications shall be deemed received upon (i) actual    
receipt thereof by the addressee, (ii) actual delivery thereof to the           
appropriate address as evidenced by an acknowledged receipt, or (iii) in the    
case of a facsimile transmission, upon transmission thereof by the sender and   
confirmation of receipt.  In the case of notices sent by facsimile              
transmission, the sender shall contemporaneously mail a copy of the notice to   
the addressee at the address provided for above.  However, such mailing shall   
in no way alter the time at which the facsimile notice is deemed received.      

               14.6     Separability.  The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or enforceability 
of any other provision of this Agreement, which shall remain in full force and  
effect.                                                                         

               14.7     Waiver.  The failure of any party hereto at any time
or times to require performance of any provisions hereof shall in no manner     
affect the right to enforce the same.  No waiver by any party of any condition, 
or the breach of any term, provision, warranty, representation, agreement or    
covenant contained in this Agreement or the other agreements contemplated       
hereby, whether by conduct or otherwise, in any one or more instances shall be  
deemed or construed as a further or continuing waiver of any such condition or  
breach or a waiver of any other condition or of the breach of any other term,   
provision, warranty, representation, agreement or covenant herein or therein    
contained.                                                                      

          14.8     No Third Party Beneficiaries; Assignment.  This
Agreement shall inure to the benefit of the parties and their respective        
successors and permitted assignees.  Nothing in this Agreement shall create or  
be deemed to create any third party beneficiary rights in any person or entity, 
including, without limitation, employees not a party to this Agreement.  Except 
for assignments to wholly-owned subsidiaries (direct or indirect) or Affiliates 
of FFMC, in which event                                                         

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FFMC shall remain liable for the performance of this Agreement, no assignment   
of this Agreement or of any rights or obligations under this Agreement may be   
made by either party without the prior written consent of the other parties and 
any attempted assignment without that required consent shall be void.  No       
assignment by a party of its rights under this Agreement shall relieve it of    
any of its obligations to the other parties under this Agreement.               

                14.9     Time of the Essence; Computation of Time.  Time is of
the essence of each and every provision of this Agreement.  Whenever the last   
day for the exercise of any privilege or the discharge of any duty under this   
Agreement shall fall upon Saturday, Sunday or a public or legal holiday, the    
party having such privilege or duty shall have until 5:00 p.m. Atlanta, Georgia 
time on the next succeeding regular business day to exercise such privilege or  
to discharge such duty.                                                         

            14.10    Definitions Regarding Knowledge.  As used in this
Agreement, the term "to the best of the knowledge of the Shareholders" or       
derivations thereof means the actual knowledge of the Shareholders after due    
inquiry of appropriate management personnel.  The term "to the best of the      
knowledge of FFMC" or derivations thereof means the actual knowledge of an      
executive officer of such company.  The term "to the best knowledge of any      
Company" or derivations thereof means the actual knowledge of an executive      
officer of such Company.                                                        

                14.11    Counterparts.  This Agreement may be executed by each
party upon a separate copy, and in such case one counterpart of this Agreement  
shall consist of enough of such copies to reflect the signatures of all of the  
parties.  This Agreement may be executed in two or more counterparts, each of   
which shall be an original, and each of which shall constitute one and the same 
agreement.  Any party may deliver an executed copy of this Agreement and of any 
documents contemplated hereby by facsimile transmission to another party and    
such delivery shall have the same force and effect as any other delivery of a   
manually signed copy of this Agreement or of such other documents.              

      14.12    Entire Agreement.  This Agreement (with its
Schedules) together with the Confidentiality Agreement dated May 20, 1994,      
between FFMC and GENEX contain, and is intended as, a complete statement of all 
the terms of the arrangements between the parties with respect to the matters   
provided for, supersedes any previous agreements and understandings between the 
parties with respect to those matters and cannot be changed or terminated       
orally.                                                                         

*********** 
(Signatures appear on following pages)

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Executed and delivered this 30th day of June, 1994.           

FIRST FINANCIAL MANAGEMENT                                                      
CORPORATION                                                                   

By:      /s/ Stephen D. Kane                                                    
-------------------------------------                         
Name:    Stephen D. Kane                                                        
Title:   Senior Executive Vice President                                        

BLUEBIRD ACQUISITION CORPORATION                                                

By:      /s/ Randolph L.M. Hutto                                                
-------------------------------------                         
Name:    Randolph L.M. Hutto                                                    
Title:   Executive Vice President                                               

GENCAN ACQUISITION CORPORATION                                                  

By:      /s/ Randolph L.M. Hutto                                                
-------------------------------------                         
Name:    Randolph L.M. Hutto                                                    
Title:   Executive Vice President                                               

GENEX SERVICES, INC.                                                            

By:      /s/ Peter C. Madeja                  (SEAL)                            
-------------------------------------                         
Name:    Peter C. Madeja                                                        
Title:   President                                                              

GENEX SHAREHOLDERS:                                                             

/s/ Lawrence J. Kent                          (SEAL)                            
----------------------------------------------                                  

/s/ Mary A. Kent                              (SEAL)                            
----------------------------------------------                                  
Lawrence J. Kent and Mary A. Kent, as Tenants                                   
by the Entireties                                                               

/s/ Maurice D. Kent                           (SEAL)                            
----------------------------------------------                                  
Maurice D. Kent                                                                 

SHAREHOLDERS' AGENT                                                             

/s/ Lawrence J. Kent                          (SEAL)                            
----------------------------------------------                                  
Lawrence J. Kent                                                                

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/s/ Lawrence J. Kent                          (SEAL)                            
----------------------------------------------                                  
Lawrence J. Kent, as Voting Trustee under                                       
Agreement dated as of October 29, 1993.                                         

/s/ Maurice D. Kent                           (SEAL)                            
----------------------------------------------                                  
Maurice D. Kent, as Voting Trustee under                                        
Agreement dated as of October 29, 1993.                                         

/s/ Mary A. Kent                              (SEAL)                            
----------------------------------------------                                  
Mary A. Kent, Trustee FBO Peter J. Kent                                         

/s/ Mary A. Kent                              (SEAL)                            
----------------------------------------------                                  
Mary A. Kent, Trustee FBO Brendan D. Kent                                       

/s/ Mary A. Kent                              (SEAL)                            
----------------------------------------------                                  
Mary A. Kent, Trustee FBO Caroline I. Kent                                      

/s/ Mary A. Kent                              (SEAL)                            
----------------------------------------------                                  
Mary A. Kent, Trustee FBO Katherine M. Kent                                     

/s/ Peter C. Madeja                           (SEAL)                            
----------------------------------------------                                  
Peter D. Madeja                                                                 

/s/ Gary W. Billiard                          (SEAL)                            
----------------------------------------------                                  
Gary W. Billiard                                                                

GENEX SERVICES OF CANADA, LTD.                                                  

By:      /s/ Peter C. Madeja                                                    
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Name:    Peter C. Madeja                                                        
Title:   President                                                              

GENEX CANADA SHAREHOLDERS:                                                      

/s/ Lawrence J. Kent                          (SEAL)                            
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Lawrence J. Kent                                                                

/s/ Maurice D. Kent                           (SEAL)                            
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Maurice D. Kent                                                                 

49

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
		1/1/95		29
		12/31/94		47		49			10-K405,  11-K
		8/15/94		14
Filed on:		8/12/94
		7/15/94		35
For Period End:		6/30/94		1		40
		6/1/94		30		42
		5/31/94		29		35
		5/20/94		55
		3/31/94		19		46			10-Q
		12/31/93		19		20			10-K,  10-K/A
		10/29/93		9		57
		12/31/92		19
		1/31/92		30
		1/1/92		30
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