SUBSCRIPTION AGREEMENT
                                       IN
                                   ACIES, INC.


         1. SUBSCRIPTION. ___________ (hereinafter referred to as "Purchaser" or
"Shareholder") hereby agrees to become an investor in Acies, Inc., formerly GM
Merchant Solutions, Inc., a Nevada corporation (the "Company"), and to purchase
_________ shares ("Shares") of common stock ("Common Stock") at a price of
approximately $0.76923077 per share.

         2. REPRESENTATIONS BY THE UNDERSIGNED. The undersigned represents and
warrants as follows:

            a.    The undersigned is purchasing the Shares without being
                  furnished any offering literature or prospectus;

            b.    The undersigned recognizes that the Shares of Common Stock
                  have not been registered under the Securities Act of 1933, as
                  amended ("Act"), nor under the securities laws of any state
                  and, therefore, cannot be resold unless resale of is
                  registered under the Act or unless an exemption from
                  registration is available; no public agency has passed upon
                  the fairness of the terms of the offering; the undersigned may
                  not sell the Shares without registering them under the Act and
                  any applicable state securities laws unless exemptions from
                  such registration requirements are available with respect to
                  any such sale;

            c.    The undersigned is acquiring the Shares for his, her or its
                  own account for long-term investment and not with a view
                  toward resale, fractionalization or division, or distribution
                  thereof, and he, she or it does not presently have any reason
                  to anticipate any change in his, her or its circumstances,
                  financial or otherwise, or particular occasion or event which
                  would necessitate or require him, her or it sale or
                  distribution of the Shares. No one other than the undersigned
                  has any beneficial interest in said securities;

            d.    The undersigned acknowledges as follows:

            _____ (i) I am an Accredited Investor because I meet one of the
                  following items:

            is a natural person who has an individual net worth, or joint net
            worth with that person's spouse of more than $1,000,000; or

<PAGE>

            is a natural person who had an individual income in excess of
            $200,000 in each of the two most recent years or joint income with
            that person's spouse in excess of $300,000 in each of those years
            and has a reasonable expectation of reaching the same income level
            in the current year; or

            is a bank as defined in Section 3(a)(2) of the 1933 Act or any
            savings and loan association or other institution as defined in
            Section 3(a)(5)(A) of the 1933 Act whether acting in its individual
            or fiduciary capacity; or

            any broker or dealer registered pursuant to Section 15 of the
            Securities Exchange Act of 1934; or

            is an insurance company as defined in Section 2(13) of the 1933 Act;
            or

            is an investment company registered under the Investment Company Act
            of 1940; or

            a business development company as defined in Section 2(a)(48) of
            that act; or

            is a Small Business Investment Company licensed by the U. S. Small
            Business Administration under Section 301(c) or (d) of the Small
            Business Investment Act of 1958; or

            is an employee benefit plan within the meaning of Title I of the
            Employee Retirement Income Security Act of 1974, if the investment
            decision is made by a "plan fiduciary" (as defined in Section 3(21)
            of such act) which is either a bank, insurance company, or
            registered investment advisor, or if the employee benefit plan has
            total assets in excess of $5,000,000, or, if a self-directive plan,
            its investment decisions are made solely by persons that are
            accredited investors; or

            is a "private business development company" as defined in Section
            202(a)(22) of the Investment Advisors Act of 1940; or

            is an organization described in Section 501(c)(3) of the Internal
            Revenue Code, corporation, Massachusetts or similar business trust,
            or partnership, not formed for the specific purpose of acquiring the
            securities offered, with total assets in excess of $5,000,000; or

            any trust, with total assets in excess of $5,000,000, not formed for
            the specific purpose of acquiring the Shares of Common Stock, whose
            purchase is directed by a sophisticated person as defined in the
            rules and regulations of the 1933 Act; or

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<PAGE>

            is an entity in which all of the equity owners fall within one of
            the categories set forth above; or

            is otherwise an Accredited Investor as defined in Section 501 of
            Regulation D as adopted by the Securities and Exchange Commission.

            _____ (ii) I am not an Accredited Investor.

            _____ (iii) I reside outside of the United States.

            e.    The undersigned has such knowledge and experience in financial
                  and business matters that the undersigned is capable of
                  evaluating the merits and risks of an investment in the Shares
                  and of making an informed investment decision, and does not
                  require a Purchaser Representative in evaluating the merits
                  and risks of an investment in the Shares;

            f.    The undersigned recognizes that the investment herein is a
                  speculative venture and that the total amount of funds
                  tendered to purchase Shares is placed at the risk of the
                  business and may be completely lost. The purchase of Shares as
                  an investment involves special risks;

            g.    The undersigned realizes that the Common Stock cannot readily
                  be sold as they will be restricted securities and therefore
                  the Shares must not be purchased unless the undersigned has
                  liquid assets sufficient to assure that such purchase will
                  cause no undue financial difficulties and the undersigned can
                  provide for current needs and possible personal contingencies;

            h.    The undersigned confirms and represents that he, she or it is
                  able (i) to bear the economic risk of his, her or its
                  investment, (ii) to hold the Shares for an indefinite period
                  of time, and (iii) to afford a complete loss of his, her or
                  its investment. The undersigned also represents that he, she
                  or it has (i) adequate means of providing for his, her or its
                  current needs and possible personal contingencies, and (ii)
                  has no need for liquidity in this particular investment;

            i.    The undersigned understands that the ability to transfer the
                  Shares will be restricted which includes restrictions against
                  transfers unless the transfer is effected in compliance with
                  the 1933 Act and applicable state securities laws (including
                  investment suitability standards); that the Company will
                  consent to a transfer of the Shares only if the transferee
                  represents that such transferee meets the suitability
                  standards required of an initial subscriber and that the
                  Company has the right, in its sole discretion, to refuse to
                  consent to the transfer of the Shares;

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<PAGE>

            j.    All information which the undersigned has provided to the
                  Company concerning the undersigned's financial position and
                  knowledge of financial and business matters is correct and
                  complete as of the date hereof, and if there should be any
                  material change in such information prior to acceptance of
                  this Agreement by the Company, the undersigned will
                  immediately provide the Company with such information;

            k.    The undersigned has carefully considered and has, to the
                  extent he, she or it believes such discussion necessary,
                  discussed with his, her or its professional, legal, tax and
                  financial advisors, the suitability of an investment in the
                  Shares for his, her or its particular tax and financial
                  situation and that the undersigned and his, her or its
                  advisers, if such advisors were deemed necessary, have
                  determined that the Shares are a suitable investment for him,
                  her or it;

            l.    The undersigned has not become aware of this offering and has
                  not been offered Shares by any form of general solicitation or
                  advertising, including, but not limited to, advertisements,
                  articles, notices or other communications published in any
                  newspaper, magazine, or other similar media or television or
                  radio broadcast or any seminar or meeting where, to the
                  undersigned's knowledge, those individuals that have attended
                  have been invited by any such or similar means of general
                  solicitation or advertising; and

            m.    The undersigned is a bona fide resident or operates its
                  principal place of business as set forth in this Subscription
                  Agreement and Acknowledgment of Investment.

      3. Indemnification. It is acknowledged that the meaning and legal
consequences of the representations and warranties contained in this Agreement
are understood and the undersigned hereby agrees to indemnify and hold harmless
the Company and each purchaser of Shares from and against any and all loss,
damage, and liability due to or arising out of a breach of any of the
representations and warranties made in this Agreement. The representations and
warranties contained herein are intended to and shall survive delivery of the
Agreement.

      4. Restrictions on Transferability of Shares. The undersigned hereby
agrees that the securities being purchased by him, her or it and any agreement
or certificate evidencing such securities shall be stamped or otherwise
imprinted with a conspicuous legend in substantially the following form:

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<PAGE>

      "The securities represented by this certificate have not been registered
under the Securities Act of 1933 or any state securities act. The securities
have been acquired for investment and may not be sold, transferred, pledged or
hypothecated unless (i) they shall have been registered under the Securities Act
of 1933 and any applicable state securities act, or (ii) the corporation shall
have been furnished with an opinion of counsel, satisfactory to counsel for the
corporation, that registration is not required under any such acts."

      5. Number of Shares Purchased. The undersigned hereby subscribes to
purchase 260,000 Shares for an aggregate purchase price of $200,000.00
(approximately $0.76923077 per Share).

      6. Purchase Payment. The purchase price has been paid to the Company.

      This Agreement is executed this the 29th day of June, 2004, at Brooklyn
New York.

"PURCHASER"

---------------------------------------


"COMPANY"

ACIES, INC.


By /s/ Oleg Firer
   -------------------------------------
    Oleg Firer
    President


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<PAGE>

TYPE OF OWNERSHIP (CHECK ONE):

__    _ INDIVIDUAL OWNERSHIP (one signature required)

_____ TRUST (please include name of trust, name of trustee, and date trust was
      formed and copy of the Trust Agreement or other authorization)

_____ PARTNERSHIP (please include a copy of the Partnership Agreement
      authorizing signature)

__    __ CORPORATION (please include a certified corporate resolution
      authorizing signature)


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                        Please print here the exact name
              (registration) the purchaser desires to appear in the
                             records of the Company.


 -------------------------------------------------------------------------------
                     Please print here the exact address the
                purchaser desires to appear in the records of the
                                    Company.


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          If interest payments are to be made to an address other than
           that shown above (i.e., a brokerage account), please print
                   here such address and account designation.


 -------------------------------------------------------------------------------
Please provide the purchaser's Social Security or Taxpayer Identification Number


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<PAGE>

EXECUTION:

Please execute this Agreement by completing the appropriate section below.


1. If the subscriber is a CORPORATION, complete the following:

         The undersigned hereby represents, warrants and covenants that the
         undersigned has been duly authorized by all requisite action on the
         part of the corporation listed below ("Corporation") to acquire the
         Shares and, further, that the Corporation has all requisite authority
         to acquire such Shares.

         The officer signing below represents and warrants that each of the
         above representations or agreements or understandings set forth herein
         has been made by the Corporation and that he or she has authority under
         the Articles of Incorporation, bylaws, and resolutions of the Board of
         Directors of such Corporation to execute and deliver this Agreement on
         behalf of the Corporation.


                                Name of Corporation (please type or print)


                                By:__________________________________________

                                Name:_______________________________________

                                Title:________________________________________



========================================================================
         ACCEPTED BY ACIES, INC. this the 29th day of June, 2004.



ACIES, INC.


By /s/ Oleg Firer
   ---------------------------
    Oleg Firer
    President

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