AMALGAMATION AGREEMENT


THIS AMALGAMATION AGREEMENT dated as of the 20th of January, 2003.

B E T W E E N:

GENTERRA  INVESTMENT  CORPORATION,  a  corporation  formed under the laws of the
Province of Ontario, (Ontario), (hereinafter referred to as "Genterra")

                            OF THE FIRST PART
                  - and -

MIRTRONICS  INC., a corporation  incorporated  under the laws of the Province of
Ontario, (hereinafter referred as "Mirtronics") OF THE SECOND PART

THIS AGREEMENT WITNESSETH as follows:

                            ARTICLE ONE - DEFINITIONS

1.1  In this Agreement,  the following terms shall have the following  meanings,
     respectively:

     (a)  "Act" means the Business Corporations Act (Ontario), as amended;

     (b)  "Agreement"  means  this  Amalgamation   Agreement  and  includes  the
          schedules attached hereto;

     (c)  "Amalgamation" means the amalgamation of the Amalgamating Corporations
          as contemplated in the Agreement;

     (d)  "Amalgamating Corporations" means Genterra and Mirtronics;

     (e)  "Amalgamated  Corporation"  means the corporation  continuing from the
          amalgamation of the Amalgamating Corporations;

     (f)  "Articles  of   Amalgamation"   means  the  Articles  of  Amalgamation
          contemplated in section 6.1 hereof;

     (g)  "Certificate of Amalgamation" means the certificate of amalgamation to
          be issued to the Amalgamated Corporation pursuant to the Act;

     (h)  "Effective  Date"  means  the  date on  which  the  conditions  to the
          Amalgamation, and all steps to implement the Amalgamation as set forth
          in this Agreement are taken and satisfied;

     (i)  "Genterra   Class  A  Share"  means  a  Class  A  subordinate   voting
          participating share without par value in the capital of Genterra;

     (j)  "Genterra Class B Share" means a Class B multiple voting participating
          share without par value in the capital of Genterra;

     (k)  "Genterra    Class   D   Series   1   Share"   means   a   non-voting,
          non-participating, non-cumulative, redeemable Class D preferred share,
          Series 1 in the capital of Genterra;

     (l)  "Genterra    Class   D   Series   2   Share"   means   a   non-voting,
          non-participating, non-cumulative, redeemable Class D preferred share,
          Series 2 in the capital of Genterra;

     (m)  "Genterra Class E Share" means a non-voting, non-participating,  $0.14
          cumulative,  redeemable  Class E  preferred  share in the  capital  of
          Genterra;

     (n)  "Genterra    Class   F   Series   1   Share"   means   a   non-voting,
          non-participating,  $0.06 cumulative,  redeemable, convertible Class F
          preferred share Series 1 in the capital stock of Genterra;

     (o)  "Genterra  Series  1  Share"  means a  non-voting,  non-participating,
          $0.0084  cumulative,  redeemable  Series  1  Preference  Share  in the
          capital stock of Genterra;

     (p)  "Genterra Special Share" means a voting, non-participating, redeemable
          special share without par value in the capital of Genterra;

     (q)  "Genterra Warrant" means a warrant enabling the holder to purchase one
          (1)  Genterra  Class A Share  and 0.7  Genterra  Series 1 Share at the
          price of $0.28 per share prior to March 26, 2004;

     (r)  "Mirtronics  Common  Share" means a Common share  without par value in
          the capital of Mirtronics; and

     (s)  "Mirtronics   Class  B   Preference   Share"   means   a   non-voting,
          non-participating, remeedable, non-cumulative Class B Preference share
          in the capital of Mirtronics.

                           ARTICLE TWO - AMALGAMATION

2.1               Agreement

     The  Amalgamating   Corporations  agree  to  amalgamate   pursuant  to  the
provisions  of  the  Act  as of  the  Effective  Date  and  to  continue  as one
corporation on the terms and conditions herein described.

2.2      Effective Date of Amalgamation

     On the  Effective  Date that the  Amalgamation  becomes  effective  and the
Amalgamating  Corporations are amalgamated and continue as one corporation under
the terms and conditions of this Agreement,  the Amalgamated  Corporation  shall
possess all of the property,  rights,  privileges  and  franchises  and shall be
subject to all of the liabilities,  contracts, disabilities and debts of each of
the Amalgamating Corporations.

                     ARTICLE THREE - AMALGAMATED CORPORATION

3.1      Name

     The name of the  Amalgamated  Corporation  shall be Genterra  Inc., or such
other name as may be approved.

3.2      Registered Office

     The  registered  office  of the  Amalgamated  Corporation  shall  be in the
Municipality of Metropolitan  Toronto in the Province of Ontario. The address of
the registered  office of the  Amalgamated  Corporation in the  Municipality  of
Metropolitan Toronto shall be 106 Avenue Road, Toronto, Ontario, M5R 2H3.

3.3      Directors

     (a)  Number:

     The  board  of  directors  of  the  Amalgamated  Corporation  shall,  until
otherwise  changed in accordance with the Act, consist of a minimum of three (3)
and a maximum of fifteen (15) directors;

     (b)  First Directors:

         The first directors of the Amalgamated Corporation shall be the persons
whose names and addresses appear below:


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Full Name            Residence Address

Mark I. Litwin       20 Ormsby Crescent, Toronto, Ontario, M5P 2V3

Morton Litwin        113 McMorran Crescent, Thornhill, Ontario, L4J 2T4

Irwin Singer         1 Green Valley Road, North York, Ontario, M2P 1A4

Stan Abramowitz      11 Bronte Road, Thornhill, Ontario, L3T 7H6

Alan Kornblum        6 Tillingham Keep, Downsview, Ontario, M3H 6A2

Each of the foregoing is a resident  Canadian.  The said first  directors  shall
hold office until their successors are elected or appointed. The election of the
subsequent   directors  shall  take  place  yearly  at  the  annual  meeting  of
shareholders  of the  Amalgamated  Corporation  and  shall be by a show of hands
unless a ballot is demanded by a  shareholder,  in accordance  with s.103 of the
Act.

3.4      Business

     There  shall  be no  restrictions  on the  business  that  the  Amalgamated
Corporation may carry on.

3.5      Authorized Capital

     (a)  The  authorized  share capital of the  Amalgamated  Corporation  shall
          consist of:

          (i)  an unlimited number of Class A subordinate  voting  participating
               shares without par value (the "Class A Shares");

          (ii) an  unlimited  number of Class B  multiple  voting  participating
               shares without par value (the "Class B Shares");

          (iii)an unlimited  number of preference  shares without par value (the
               "Class C Preferred Shares");

          (iv) an  unlimited  number  of  preferred  shares  without  par  value
               issuable in series (the "Class D Preferred Shares");

          (v)  an unlimited  number of preferred  shares  without par value (the
               "Class E Preferred Shares);

          (vi) an  unlimited  number  of  preferred  shares  without  par  value
               issuable in series (the "Class F Preferred Shares);

          (vii)an unlimited  number of preference  shares without par value (the
               "Series 1 Preference Shares"); and

          (viii) an unlimited  number of special  shares  without par value (the
               "Special Shares").

     (b)  The rights,  privileges,  restrictions and conditions attaching to the
          Class A Shares  and the  Class B  Shares  are set out in  Exhibit  "1"
          annexed hereto.

     (c)  The rights,  privileges,  restrictions and conditions attaching to the
          Class C Preferred Shares (the "Class C Preferred  Shares") are set out
          in Exhibit "2" annexed hereto.

     (d)  The rights,  privileges,  restrictions and conditions attaching to the
          Class D Preferred  Shares and to the first and second  series  thereof
          (the "Class D Preferred Shares,  Series 1", and the "Class D Preferred
          Shares, Series 2") are set out in Exhibit "3" annexed hereto.

     (e)  The rights,  privileges,  restrictions and conditions attaching to the
          Class E Preferred Shares are set out in Exhibit "4" annexed hereto.

     (f)  The rights,  privileges,  restrictions and conditions attaching to the
          Class F Preferred Shares,  and to the first series thereof (the "Class
          F  Preferred  Shares,  Series 1") are set out in Exhibit  "5"  annexed
          hereto.

     (g)  The rights,  privileges,  restrictions and conditions attaching to the
          Series 1 Preference Shares are set out in Exhibit "6" annexed hereto.

     (h)  The rights,  privileges,  restrictions and conditions attaching to the
          Special Shares are set out in Exhibit "7" annexed hereto.

3.6      Restrictions on Transfer

     There  shall be no  restrictions  on the issue,  transfer or  ownership  of
shares of the Amalgamated Corporation.

3.7      By-laws

     The by-laws of Genterra  shall,  to the extent not  inconsistent  with this
Agreement, be the by-laws of the Amalgamated Corporation. A copy of such by-laws
may be examined at 106 Avenue Road, Toronto, Ontario, M5R 2H3.

                                 ARTICLE FOUR -
                 ISSUE OF SHARES BY THE AMALGAMATED CORPORATION

4.1      Issue of Shares

     The shares in the capital of the Amalgamating Corporations which are issued
and outstanding  immediately  prior to the date of the issuance of a Certificate
of  Amalgamation  pursuant to the provisions of the Act shall,  on and from such
last  mentioned  date, be converted  into issued and  outstanding  shares in the
capital of the Amalgamated Corporation as follows:

     (a)  the 4,865,187 issued and outstanding  Genterra Class A Shares shall be
          converted into an aggregate of 4,865,187 issued and fully paid Class A
          Shares of the Amalgamated Corporation, on a one for one basis;

     (b)  the 484,012  issued and  outstanding  Genterra Class B Shares shall be
          converted  into an aggregate of 484,012  issued and fully paid Class B
          Shares of the Amalgamated Corporation, on a one for one basis;

     (c)  the 2,475,009 issued and outstanding  Genterra Class D Series 1 Shares
          shall be converted  into an  aggregate  of 2,475,009  issued and fully
          paid Class D Preferred Shares Series 1 of the Amalgamated Corporation,
          on a one for one basis;

     (d)  the 810,059  issued and  outstanding  Genterra Class D Series 2 Shares
          shall be converted  into an aggregate of 810,059 issued and fully paid
          Class D Preferred Shares, Series 2 of the Amalgamated Corporation,  on
          a one for one basis;

     (e)  the 115,258  issued and  outstanding  Genterra Class E Shares shall be
          converted  into an aggregate of 115,258  issued and fully paid Class E
          Preferred  Shares  of the  Amalgamated  Corporation,  on a one for one
          basis;

     (f)  the 500,000  issued and  outstanding  Genterra Class F Shares shall be
          converted  into an aggregate of 610,000  issued and fully paid Class F
          Preferred Shares of the Amalgamated Corporation,  on the basis of 1.22
          Class F Preferred Shares for each one Genterra Class F Share;

     (g)  the 1,935,292 issued and outstanding Genterra Series 1 Shares shall be
          converted into an aggregate of 1,935,292  issued and fully paid Series
          1 Preference Shares of the Amalgamated  Corporation,  on a one for one
          basis;

     (h)  the 500,000 issued and  outstanding  Genterra  Special Shares shall be
          converted  into an aggregate of 500,000  issued and fully paid Special
          Shares of the Amalgamated Corporation, on a one for one basis;

     (i)  the  712,500  issued  and  outstanding   Genterra  Warrants  shall  be
          converted  into  an  aggregate  of  712,500  issued  warrants  of  the
          Amalgamated Corporation, on a one for one basis;

     (j)  the 12,867,581  issued and outstanding  Mirtronics Common Shares shall
          be converted  into an aggregate  of  16,084,476  issued and fully paid
          Class A Shares of the  Amalgamated  Corporation,  on the basis of 1.25
          Class A Shares for each one Mirtronics Common Share;

     (k)  the  1,709,115  issued and  outstanding  Mirtronics  Class B Preferred
          Shares  shall be converted  into an aggregate of 1,709,115  issued and
          fully paid Class C Preferred Shares of the Amalgamated Corporation, on
          a one for one basis; and

     (l)  each option granted by Mirtronics to purchase Mirtronics Common Shares
          pursuant to the Mirtronics Stock Option Plan, shall be cancelled.

4.2      Stated Capital

     The stated  capital of the  Amalgamated  Corporation  shall be equal to the
aggregate of the stated capitals of the  Amalgamating  Corporations  immediately
prior to the Amalgamation becoming effective.

4.3               Fractional Shares

     No  fractional  shares  of the  Amalgamated  Corporation  will  be  issued.
Shareholders who are entitled to a fraction of a share will receive a full share
in respect thereof.

                                 ARTICLE FIVE -
                      CONDITIONS PRECEDENT TO AMALGAMATION

5.1      Conditions Precedent to Amalgamation

     Notwithstanding  anything to the contrary  contained herein, the respective
obligations of Genterra and Mirtronics to complete the transactions contemplated
by this  agreement  and to file Articles of  Amalgamation  to give effect to the
Amalgamation shall be subject to the satisfaction of the following conditions:

     (a)  this Agreement, with or without amendment, shall have been adopted and
          approved  by special  resolutions  passed at special  meetings  of the
          shareholders of each of Genterra and Mirtronics,  both called and held
          in accordance with the provisions of applicable  laws, and in addition
          by a majority  of the votes cast by  shareholders  other than Fred A..
          Litwin and his respective associates;

     (b)  all other  consents,  orders,  regulations  and  approvals,  including
          regulatory  approvals  and orders,  required or necessary or desirable
          for the completion of the transactions  provided for in this agreement
          shall have been obtained or received from the persons,  authorities or
          bodies having jurisdiction in the circumstances;

     (c)  there  shall  not be in force  any  order  or  decree  restraining  or
          enjoining the  consummation of the  transactions  contemplated by this
          agreement; and

     (d)  none of the consents,  orders,  regulations or approvals  contemplated
          herein shall contain terms or  conditions or require  undertakings  or
          securities  deemed  unsatisfactory  or  unacceptable  by  the  parties
          hereto.

                                  ARTICLE SIX -
                            ARTICLES OF AMALGAMATION

6.1      Filing

     Upon  the  directors  and   shareholders   of  each  of  the   Amalgamating
Corporations  approving this Agreement by special  resolution in accordance with
the Act, and all other  conditions  to the  Amalgamation  being  satisfied,  the
Amalgamating  Corporations  shall jointly file with the Director  under the Act,
Articles of  Amalgamation  and such other  documents  as may be required for the
purpose of giving effect to the Amalgamation.

6.2      Termination

     This  Agreement  may,  prior  to  the  endorsement  of the  Certificate  of
Amalgamation, be terminated by resolution of the board of directors of either of
the Amalgamating Corporations  notwithstanding the approval of this Agreement by
the shareholders of both of the Amalgamating Corporations,  at any time prior to
the endorsement of a Certificate of  Amalgamation  under the Act insofar as this
Agreement relates to the Amalgamating Corporation in question.

6.3      Amendments

     This  Agreement  may,  prior  to  the  endorsement  of the  Certificate  of
Amalgamation,  be amended by resolution of the board of directors of each of the
Amalgamating Corporations,  without further approval of the shareholders of each
of the Amalgamating Corporations.


                             ARTICLE SEVEN - GENERAL

7.1      Assets and Liabilities

     The  Amalgamated  Corporation  shall  possess  all  the  property,  rights,
privileges and franchises,  as they exist  immediately  before the Amalgamation,
and shall be subject  to all the  liabilities,  including  civil,  criminal  and
quasi-criminal,  and  all  contracts,  disabilities  and  debts  of  each of the
Amalgamating Corporations, as they exist immediately before the Amalgamation.

7.2      Registrar and Transfer Agent

     The  registrar  and  transfer  agent  for  the  shares  of the  Amalgamated
Corporation  shall be  Computershare  Trust Company of Canada,  at its principal
office in the City of Toronto.

7.3      Auditors

     The auditors of the Amalgamated  Corporation shall be Kraft,  Berger Grill,
Schwartz. Cohen & March LLP, Chartered Accountants.

7.4      Fiscal Year End

     The fiscal year end of the Amalgamated  Corporation  shall be September 30,
in each year,  commencing September 30, 2003, until changed by resolution of the
board of directors.

7.5      Modifications

     Each of the  Amalgamating  Corporations  may,  by  special  resolution  (as
defined in the Act) of each of them, assent to any alteration or modification of
this Agreement.

7.6      Governing Law

     This  Agreement  shall be governed by and construed in accordance  with the
laws of the Province of Ontario.



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7.7      Execution in Counterpart

     This Agreement may be executed in counterparts  all of which taken together
shall constitute this Agreement.

7.8      Entire Agreement

     This Agreement  constitutes the entire agreement among the parties relating
to  the  subject  matter  hereof  and   supersedes  all  prior   agreements  and
understandings, oral and written between the parties thereto with respect to the
subject matter hereof.

IN WITNESS WHEREOF this Amalgamation Agreement has been executed by the parties
hereto.

                                            GENTERRA INVESTMENT CORPORATION



                                            By:
                                                     Secretary



                                            MIRTRONICS INC.



                                            By:
                                                     Secretary