AGREEMENTAND PLAN OF MERGER AND REORGANIZATION BYAND AMONG GMSCAPITAL CORP. AND METRATECHRETAIL SYSTEMS, INC. AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

A.

The Boards of Directors of Company and Parent believe it is in the best interests of their respective companies and the stockholders of their respective companies that Company and the Parent complete a reverse merger of the Company into the Parent through a share exchange (the "Merger") and, in furtherance thereof, have approved the Merger.

B.

Pursuant to the Merger, among other things, the outstanding shares of Company Common Stock ("Company Common Stock") shall be exchanged for shares of Parent Common Stock ("Parent Common Stock"), at the rate set forth herein.

C.

Company and Parent desire to make certain representations and warranties and other agreements in connection with the Merger.

D.

The parties intend, by executing this Agreement, to adopt a plan of reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"), and to cause the Merger to qualify as a reorganization under the provisions of Sections 368(a)(1)(B) of the Code, so that such exchange will constitute a tax-free share exchange under the Code.

1.1.  

THE MERGER. At the Closing Date (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement including the exchange of shares described herein, the Company shareholders shall receive shares of Common Stock of Parent (the “Parent Common Stock”), the Parent shall receive all the outstanding Common Stock of the Company presently owned by the Company’s shareholders, and the Parent shall continue as the surviving corporation.  Parent as the surviving corporation after the Merger is hereinafter sometimes referred to as the "Surviving Corporation."

1.2.  

CLOSING. The closing of the transactions contemplated hereby (the "Closing") shall take place as soon as practicable after the satisfaction or waiver of each of the conditions set forth in Article VI hereof or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall be held at the offices of the Company, or at such other location as the parties hereto agree.

1.3.  

EFFECT OF THE MERGER. At the Closing Date, the effect of the Merger shall be as provided in this Agreement. Without limiting the generality of the foregoing, and subject thereto, at the Closing Date, the Company shall become a wholly owned subsidiary of the Parent.

1.4.  

CERTIFICATE OF INCORPORATION; BYLAWS.

1.4.1.  

At the Closing Date, the Articles of Incorporation of Parent shall be the Articles of Incorporation of the Surviving Corporation.

1.4.2.  

The Bylaws of Parent, as in effect immediately prior to the Closing Date, shall be the Bylaws of the Surviving Corporation until thereafter amended.

1.5.  

DIRECTORS AND OFFICERS. At the Closing Date, the directors of the Company shall be appointed as the directors of the Parent, in each case until their successors are elected or appointed and qualified, or until their earlier resignation or removal. The officers of the Company shall be appointed as officers of the Parent, until their respective successors are duly appointed and qualified or until their earlier resignation or removal.

1.6.  

EFFECT ON CAPITAL STOCK. By virtue of the Merger and without any action on the part of the Company or the holders of any of the following securities:

1.6.1.1.  

CONVERSION OF COMPANY COMMON STOCK. At the Closing Date, (i) all of the shares of the Company’s Common Stock issued and outstanding immediately prior to the Closing Date will be transferred and assigned to the Parent in consideration for the issuance of Two Million, Five Hundred and Seventy Eight Thousand (2,578,000) shares of the Parent’s Common Stock (the "Exchange Ratio") (the “Merger Consideration”)as follows:.

Metratech Business Solutions Inc.

1,000,000

Marcel Côté

600,000

Spiro Krallis

582,500

George Samaan

320,500

Epicad Design Inc.

25,000

Marc Gagnon

25,000

9091-5000 Quebec Inc.

25,000

1.7.  

TAX CONSEQUENCES. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 (a)(1)(B) of the Code.

2.1  

ORGANIZATION, STANDING AND POWER. The Company is a corporation duly organized, validly existing and in good standing in Canada, and no certificate of dissolution has been filed under the laws of its jurisdiction of organization. The Company has the power to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted, and is duly authorized and qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Material Adverse Effect on Company. The Company is not in violation of any of the provisions of its charter or bylaws or equivalent organization documents.

2.2  

AUTHORITY. The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Company, subject only to the adoption of this Agreement by Company's stockholders holding a majority of the outstanding shares of Company Common Stock. This Agreement has been duly executed and delivered by Company and constitutes the valid and binding obligation of Company enforceable against Company in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity. The execution and delivery of this Agreement by Company does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Company Articles of Incorporation or Bylaws of Company, as amended, or (ii) any mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to Company in connection with the execution and delivery of this Agreement by Company or the consummation by Company of the transactions contemplated hereby.

2.3  

ABSENCE OF CERTAIN CHANGES. The Company has no liabilities or obligations (whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due) other than as separately disclosed to the Parent .

2.4  

COMPLIANCE WITH LAWS.  The Company has complied with and is not in violation of, and have not received any notices of violation with respect to, any federal, state, provincial, local or foreign statute, law or regulation with respect to the conduct of its business, or the ownership or operation of its business, except for such violations or failures to comply as would not be reasonably expected to have a Material Adverse Effect on the Company.

ORGANIZATION, STANDING AND POWER.  Parent is a corporation duly organized in the state of Florida and no certificates of dissolution have been filed under the laws of its jurisdiction of organization. Parent represents and warrants that Parent has filed all applicable annual reports in the State of Florida, as required. Parent has the power to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted and is duly authorized and qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Material Adverse Effect on Parent.

CAPITAL STRUCTURE. The authorized capital stock of Parent consists of 125,000,000 shares of common stock, $0.001 par value. There are presently 0 shares issued and outstanding.   All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Articles of Incorporation or Bylaws of Parent or any agreement to which Parent is a party or by which it is bound. There are no contracts, commitments or agreements relating to voting, purchase or sale of Parent's capital stock (i) between or among Parent and any of its stockholders and (ii) to the best of Parent's knowledge, between or among any of Parent's stockholders.

AUTHORITY. Parent has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent.  This Agreement has been duly executed and delivered by Parent a and constitutes the valid and binding obligations of Parent enforceable against Parent a in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under:

LITIGATION. There is no private or governmental action, suit, proceeding, claim, arbitration, audit or investigation pending before any agency, court or tribunal, foreign or domestic, or, to the knowledge of Parent, threatened against Parent or any of its respective properties or any of its respective officers or directors (in their capacities as such) that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parent. There is no injunction, judgment, decree, order or regulatory restriction imposed upon Parent or any of its assets or business, or, to the knowledge of Parent, any of its directors or officers (in their capacities as such), that would prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement, or that could reasonably be expected to have a Material Adverse Effect on Parent.

RESTRICTIONS ON BUSINESS ACTIVITIES. There is no agreement, judgment, injunction, order or decree binding upon Parent which has or reasonably could be expected to have the effect of prohibiting or materially impairing any business practice of Parent, any acquisition of property by Parent or the conduct of business by Parent.

CERTAIN AGREEMENTS AFFECTED BY THE MERGER. Neither the execution and delivery of this Agreement nor the consummation of the transaction contemplated hereby will (i) result in any entitlement, payment or benefit  (including, without limitation, severance, unemployment compensation, golden parachute, bonus or benefit under any Parent plan or policy or otherwise) becoming due to any current or former director or employee of Parent, (ii) increase the amount of any entitlements, payments or benefits otherwise payable by Parent, or (iii) result in the acceleration of the time of payment or vesting of any such entitlements, payments or benefits.

BROKERS' AND FINDERS' FEES. Parent has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders' fees or agents' commissions or investment bankers' fees or any similar charges in connection with this Agreement or any transaction contemplated hereby.

BOARD APPROVAL. The Board of Directors of Parent has (i) approved this Agreement and the Merger, and (ii) approved the issuance of the shares of Parent Common Stock pursuant to this Agreement.

REPRESENTATIONS COMPLETE. None of the representations or warranties made by Parent herein, when all such documents are read together in their entirety, contains or will contain at the Closing Date any untrue statement of a material fact, or omits or will omit at the Closing Date to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading. All projected, forecasted or prospective financial information provided by Parent to the Company has been prepared in good faith on the basis of assumptions Parent believes are reasonable and supportable.

CONDUCT OF BUSINESS. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date, each of Parent and Company agrees (except to the extent expressly contemplated by this Agreement or as consented to in writing by the other party), to carry on its business in the ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its subsidiaries to pay debts and Taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other obligations when due, and to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizations, use its reasonable best efforts consistent with past practice to keep available the services of its present officers and key employees and use its reasonable best efforts consistent with past practice to preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its subsidiaries, to the end that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Closing Date. The Parent and Company agree to promptly notify the other of any material event or occurrence not in the ordinary course of its or its subsidiaries' business, and of any event that would have a Material Adverse Effect on Parent or Company.

REPRESENTATIONS AND WARRANTIES.  The representations and warranties made by Parent contained in this Merger Agreement, the schedules or exhibits hereto or in any certificate or document delivered to the Company by Parent in connection with the transactions contemplated by this Merger Agreement shall be true in all respects (without giving effect to any materiality qualifications or limitations therein) on and as of the Closing Date with the same effect as though such representations and warranties were made on such date except for such failures to be true and correct which in the aggregate would not reasonably be expected to result in a Material Adverse Effect on Parent.

PERFORMANCE OF COVENANTS.  Parent shall have performed and complied in all material respects with all of the agreements and covenants required by this Merger Agreement to be performed and complied with by it prior to or on the Closing Date.

LITIGATION.  No injunction shall have been issued by any court or Governmental Authority that restrains or prohibits this Merger Agreement, or the consummation of the transactions contemplated hereby.

ANTITRUST LAWS COMPLIANCE.  There is an applicable exemption to rules and regulations of the Antitrust Laws applicable to the transactions contemplated by this Merger Agreement.

SHAREHOLDER APPROVAL.  The Company shareholder approval required in connection with the consummation of the Merger shall have been obtained, or legal counsel of the Company shall issue its opinion that such approval is not necessary.

MATERIAL CHANGES.  There shall not have been any change that has had or could reasonably be expected to have a Material Adverse Effect on the assets, properties, condition (financial or otherwise), prospects or results of operations of the Parent from the date hereof to the Closing Date, nor shall there exist any condition which could reasonably be expected to result in such a Material Adverse Effect, and there shall have been delivered to Parent a certificate, dated the Closing Date, to such effect signed by an authorized officer of the Parent.

REPRESENTATIONS AND WARRANTIES.  The representations and warranties made by the Company contained in this Merger Agreement, the schedules or exhibits hereto or in any certificate or document delivered to Parent by the Company in connection with the transactions contemplated by this Merger Agreement shall be true in all respects (without giving effect to any materiality qualifications or limitations therein) on and as of the Closing Date with the same effect as though such representations and warranties were made on such date, except (i) as otherwise contemplated by this Merger Agreement and (ii) for such failures to be true and correct which in the aggregate would not reasonably be expected to result in a Material Adverse Effect on the Company.

PERFORMANCE OF COVENANTS.  The Company shall have performed and complied in all material respects with all of the agreements and covenants required by this Merger Agreement to be performed and complied with by it prior to or on the Closing Date, except as otherwise contemplated by this Merger Agreement.

LITIGATION.  No injunction shall have been issued by any court or Governmental Authority that restrains or prohibits this Merger Agreement, or the consummation of the transactions contemplated hereby.

ANTITRUST LAWS ACT COMPLIANCE.  There is an applicable exemption to rules and regulations of the Antitrust Laws Act applicable to the transactions contemplated by this Merger Agreement.

CONSENTS AND APPROVALS.  The consents and approvals specified herein shall have been obtained in form and substance satisfactory to Parent in its reasonable discretion.

MATERIAL CHANGES.  There shall not have been any change that has had or could reasonably be expected to have a Material Adverse Effect on the assets, properties, condition (financial or otherwise), prospects or results of operations of the Company from the date hereof to the Closing Date, nor shall there exist any condition which could reasonably be expected to result in such a Material Adverse Effect, and there shall have been delivered to Parent a certificate, dated the Closing Date, to such effect signed by an authorized officer of the Company.

TERMINATION EVENTS.  This Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Closing Date without prejudice to any other rights or remedies either party may have by written agreement, duly authorized by the Boards of Directors of Parent and the Company;

EFFECT OF TERMINATION.  In the event this Merger Agreement is terminated pursuant to Section 7.1, all further obligations of the parties hereunder shall terminate.  Each party’s right of termination hereunder is in addition to any other rights it may have hereunder or otherwise and the exercise of a right of termination shall not be an election of remedies.

NON-WAIVER. Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this Agreement shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants, or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants, or conditions, (ii) the acceptance of performance of anything required by this Agreement to be performed with knowledge of the breach or failure of a covenant, condition, or provision hereof shall not be deemed a waiver of such breach or failure, and (iii) no waiver by any party of one breach by another party shall be construed as a waiver with respect to any other or subsequent breach.

TIME OF ESSENCE. Time is of the essence of this Agreement and of each and every provision hereof.

REMEDIES CUMULATIVE. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy.

SEVERABILITY. If any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

ENTIRE AGREEMENT. This Agreement contains the entire Agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings.

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

EXPENSES.  Except as expressly otherwise provided herein, each party shall bear its own expenses incurred in connection with the preparation, execution and performance of this Merger Agreement and the transactions contemplated hereby, including all fees and expenses of agents, representatives, counsel and accountants.  All such expenses incurred by the Company (“Company Transaction Expenses”) shall be repaid in full at the Closing.

COUNTERPARTS. This Agreement  maybe executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.