0001137091-08-000317 Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • June 16th, 2008 • GMS Capital Corp.

THIS ESCROW AGREEMENT (this “Agreement”) dated June 10, 2008 made by and among GMS Capital Corp. and Joseph I. Emas Esq. (the “Escrow Agent”).

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG GMS CAPITAL CORP. AND METRATECH RETAIL SYSTEMS, INC. AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Merger Agreement • June 16th, 2008 • GMS Capital Corp. • Florida

This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the "Agreement") is made and entered into as of September 19, 2007, by and among GMS Capital Corp., a Florida corporation ("Parent"), and Metratech Retail Systems, Inc., a Canadian federally incorporated company ("Company").

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 16th, 2008 • GMS Capital Corp. • Florida

GMS Capital Corp (the "Company"), desires to sell up to 4,000,000 shares of the Company’s common stock (the “Shares” or the “Common Stock”), each Shares, a Unit (collectively, the ”Units”) at a price of $.20 per Unit. The undersigned ("Subscriber") desires to purchase the number of Units set forth on the signature page of this Agreement (the "Agreement"). Accordingly, the Company and Subscriber agree as follows:

SERVICES AND SOFTWARE LICENSE AGREEMENT
Services and Software License Agreement • June 16th, 2008 • GMS Capital Corp. • Quebec
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