<SEQUENCE>11

<FILENAME>exh2-7.txt

<DESCRIPTION>2.7

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                          AGREEMENT AND PLAN OF MERGER



         THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is entered into as

of the ___ day of July __, 2002 (the "Effective Date") by and among MetaSource

Group, Inc., a Nevada corporation ("MSG" or "Parent"), Kensington Consulting

Acquisition, Corporation., a Delaware corporation (the "Subsidiary"), and

Kensington Group, Inc., a Massachusetts corporation (the "Company"); and those

persons specified more particularly on that schedule attached to this Agreement

marked as Exhibit A, the provisions of which, by this reference, are made a part

of this Agreement as though specified completely and specifically at length in

this Agreement. For convenience, the persons specified in Exhibit A to this

Agreement shall be referred to in this Agreement, collectively, as the

"Shareholders" and any of them may be referred to in this Agreement,

individually, as a "Shareholder".



                                    RECITALS



     A. The Company has one hundred thousand (100,000) shares of the Company's

capital stock issued and outstanding (each a "Share" and collectively the

"Shares");



     B. Subsidiary is a wholly-owned subsidiary of Parent and was formed to

acquire the Company through the Merger (as hereinafter defined) so that as a

result of the Merger, Subsidiary will survive as a wholly-owned subsidiary of

Parent and will own all the assets and be responsible for all the liabilities of

the Company and conduct the business of the Company;



     C. The Boards of Directors of each of Parent, Subsidiary and the Company

have determined that this Agreement and the merger of the Company with and into

Subsidiary (the "Merger") in accordance with the provisions of the Delaware

General Corporation Law (the "DGCL") and the Massachusetts Business Corporation

Law (the "MBCL"), and subject to the terms and conditions of this Agreement, is

advisable and in the best interests of Parent, Subsidiary and the Company and

their respective stockholders;



     E. It is the intent of the parties that the Merger and related transactions

qualify as a "reorganization" under Section 368(a) of the Internal Revenue Code

of 1986, as amended, (the "Code") and the regulations promulgated pursuant

thereto; and



     F. The Merger is one in a series of transactions pursuant to which MSG will

acquire a number of entities including MetaSource Systems, Inc. a Delaware

Corporation ("MSS") by merger by and between MSS and Meta Source Acquisition

Corp., another wholly owned subsidiary of MSG pursuant to the terms of a certain

Agreement and Plan of Merger, dated as April 24, 2002 a copy of which is

attached hereto as Exhibit F (the "Buyer Merger").









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     NOW, THEREFORE, in consideration of the recitals specified above that shall

be deemed to be a substantive part of this Agreement, and the mutual covenants,

promises, undertakings, agreements, representations and warranties specified in

this Agreement and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, with the intent to be obligated

legally and equitably, the parties do hereby covenant, promise, agree, represent

and warrant as follows:



                                    ARTICLE I

                                   THE MERGER



     1.1 The Merger. Upon the terms and subject to the conditions of this

Agreement, at the Effective Time (as defined in Section 1.2) in accordance with

the DGCL, and the MBCL, the Company shall be merged with and into Subsidiary and

the separate existence of the Company shall thereupon cease. Subsidiary shall be

the surviving corporation in the Merger and is hereinafter sometimes referred to

as the "Surviving Corporation."



     1.2 Effective Time of the Merger. As soon as practicable after the Closing

(as hereinafter defined), MSG shall cause Articles of Merger/Consolidation to be

filed with the office of the Secretary of State of the Commonwealth of

Massachusetts in the manner required by the MBCL and in the form of Exhibit C

attached hereto and a Certificate of Merger to be filed with the office of the

Secretary of State of the State of Delaware in the manner required by the DGCL

and in the form of Exhibit D (said filings hereinafter the "Merger Filings").

The Merger shall become effective at such time (the "Effective Time") as shall

be stated in the Merger Filings. The parties acknowledge that it is their mutual

desire and intent to consummate the Merger as soon as practicable after the date

hereof. Accordingly, the parties shall use all reasonable efforts to consummate,

as soon as practicable, the transactions contemplated by this Agreement.



     1.3 Tax-Free Reorganization. The Merger shall be treated as a tax-free

reorganization under Section 368(a) of the Code. The parties shall not take a

position on any tax return or before any taxing authority that is inconsistent

with this Section 1.3, unless otherwise required by a final and binding judicial

or governmental determination of competent jurisdiction. Each party herein will

promptly notify the other party, as provided by this Agreement in Section 7.3.8,

of any determination by a taxing authority of a position that is inconsistent

with this Section. Parent has delivered the opinion of Geller & Company to the

effect that the Merger and the other transactions contemplated herein and the

Exhibits hereto will qualify as a reorganization under Section 368(a) of the

Code. Other than as to the opinion provided by Geller & Company, neither Parent,

Subsidiary or any of their respective representatives, including their

attorneys, represent and/or warrant that the transactions contemplated herein

and the Exhibits attached hereto will qualify as a reorganization under Section

368(a) of the Code.







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                                   ARTICLE II

                      THE SURVIVING AND PARENT CORPORATIONS



     2.1 Certificate of Incorporation. The Certificate of Incorporation of the

Surviving Corporation shall be amended and restated at and as of the Effective

Time to be identical to the Certificate of Incorporation of Subsidiary as in

effect immediately prior to the Effective Time except that the name of

Subsidiary shall be changed to become Kensington Management Consulting, Inc.and

thereafter may be amended in accordance with its terms and as provided in the

DGCL.





     2.2 By-Laws. The By-laws of the Surviving Corporation shall be amended at

and as of the Effective Time to be identical to the By-laws of Subsidiary as in

effect immediately prior to the Effective Time, and thereafter may be amended in

accordance with their terms and as provided by the Certificate of Incorporation

of the Surviving Corporation and the DGCL.





     2.3 Directors. The directors of Subsidiary immediately prior to the

Effective Time shall be the initial directors of the Surviving Corporation, each

to hold office in accordance with the Certificate of Incorporation and By-laws

of the Surviving Corporation.



     2.4 Officers. Except as otherwise agreed, the officers of the Subsidiary in

office immediately prior to the Effective Time shall be the officers of the

Surviving Corporation, to serve in accordance with the By-laws of the Surviving

Corporation until their respective successors are duly elected or appointed and

qualified.



     2.5 Cash or other Consideration. No cash or other consideration will be

paid, is contemplated as part of any payment, or will be received in effecting

the Merger.



     2.6 Assets. Upon the Effective Time, all assets of the Company shall become

the property of the Surviving Corporation.



     2.7 Liabilities. Upon the Effective Time, the Company shall remain liable

for and obligated by all of its liabilities, including but not limited to: (i)

any and all litigation threatened and pending that may or has resulted in the

entry of judgment in damages or otherwise against the Company; (ii) any and all

outstanding secured and unsecured accounts of credit, bills of lading or other

uncollected debts now held by Company; (iii) any and all internal or employee

related disputes, arbitrations, or administrative proceedings threatened,

pending or otherwise outstanding; and (iv) any and all liens, foreclosures,

settlements, or other threatened, pending or otherwise outstanding financial,

legal or similar obligations of the Company.







                                       3

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                                   ARTICLE III

                              CONVERSION OF SHARES



     3.1 Conversion of Company Shares in the Merger. At the Effective Time, by

virtue of the Merger and without any action on the part of any holder of Shares:



     (a) each Share issued and out standing immediately prior to the Effective

Time other than Shares held by Parent or any subsidiary of Parent or held in

treasury by the Company or any subsidiary of the Company, if any, subject to the

provisions of Sections 3.4 and 3.5 following, shall be converted automatically

into the right to receive a number of shares of $0.01 par value common stock of

MSG ("Exchange Shares") as calculated pursuant to the formula specified on

Exhibit B hereto (the "Merger Consideration"). Certificates representing 50% of

the immediately issued Exchange Shares shall be delivered to the Escrow Agent

(as that term is defined in Section 3.3(b)) pursuant to the provisions of

Section 3.3(b) and certificates evidencing and representing the remaining 50% of

the immediately issued Exchange Shares shall be delivered to the Shareholders

pursuant to the provisions of Section 3.3(a). If the Shareholders and/or the

Company breach any of the representations or warranties specified in this

Agreement, the immediately issued Exchange Shares held by Escrow Agent will be

used to indemnify Subsidiary and Parent for any such breaches.



     (b) each Share owned by Parent or any subsidiary of Parent or held in

treasury by the Company or any subsidiary of the Company immediately prior to

the Effective Time, if any, shall be canceled and shall cease to exist from and

after the Effective Time.



     3.2 Conversion of Subsidiary Shares. At the Effective Time, by virtue of

the Merger and without any action on the part of Parent as the sole shareholder

of Subsidiary, each issued and outstanding share of common stock, par value

$.001per share, of Subsidiary ("Subsidiary Common Stock") shall be converted

into one share of common stock, $.001 par value per share, of the Surviving

Corporation.



     3.3 Exchange of Certificates.



     (a) From and after the Effective Time, each holder of an outstanding

certificate that immediately prior to the Effective Time represented Shares

shall be entitled to receive in exchange therefor, upon surrender thereof to the

Surviving Corporation, the Merger Consideration to which such holder is entitled

pursuant to Section 3.l(a). Notwithstanding any other provision of this

Agreement, without regard to when such certificates representing Shares are

surrendered for exchange as provided herein, no interest shall be paid on any

payment of the Merger Consideration.



     (b) At the Closing Date (as defined herein), Parent and Shareholders shall

jointly establish an independent escrow account with MC Law Group, as escrow

agent (the "Escrow Agent"), pursuant to the terms of an Escrow Agreement

substantially in the form set forth as Exhibit E attached hereto (the "Escrow

Agreement"). Parent shall deposit with the Escrow Agent certificates evidencing

and representing 50% of the immediately issued Exchange Shares (the "Escrowed

Shares"). As described more particularly in the Escrow Agreement, a portion of

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