EXHIBIT 10.3

                               AMENDMENT NO. 2 TO

                          AGREEMENT AND PLAN OF MERGER

                                  BY AND AMONG

                                 ROOMLINX, INC.,

                             ARC COMMUNICATIONS INC.

                                       AND

                              RL ACQUISITION, INC.


                               DATED: MAY 14, 2004

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                 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

      THIS  AMENDMENT NO. 2 TO AGREEMENT  AND PLAN OF MERGER (the  "AMENDMENT"),
dated as of May 14, 2004, is made and entered into by and among ROOMLINX,  INC.,
a  Nevada  corporation  ("ROOMLINX"),  ARC  COMMUNICATIONS  INC.,  a New  Jersey
corporation  ("ARC"),  and  RL  ACQUISITION,  INC.,  a  Nevada  corporation  and
wholly-owned  subsidiary  of ARC ("RL").  Capitalized  terms used herein and not
otherwise  defined shall have the meanings set forth in the Merger Agreement (as
hereinafter defined).

                                   BACKGROUND

      WHEREAS,  the parties have executed an Agreement and Plan of Merger, dated
as of December 8, 2003, and an Amendment to Agreement and Plan of Merger,  dated
as of February 28, 2004 (together,  the "MERGER  AGREEMENT"),  pursuant to which
they have agreed to effect the merger of RoomLinX  with and into RL, with RL the
surviving entity, and, immediately  thereafter,  to effect the merger of RL with
and into ARC, with RL the surviving entity; and

      WHEREAS,  the parties  hereto  desire to make  certain  amendments  to the
Merger  Agreement  upon the terms and subject to the  conditions  more fully set
forth herein.

      NOW, THEREFORE,  in consideration of the mutual promises and covenants set
forth herein, and intending to be legally bound hereby, the parties hereto agree
as follows:

                                    ARTICLE I
                         AMENDMENTS TO MERGER AGREEMENT

      SECTION  1.1  Article 5 of the  Merger  Agreement  is hereby  amended  and
restated in its entirety as set forth below:

      "The  closing  ("CLOSING")  of  the  Merger  and  any  other  transactions
contemplated  by this Agreement shall take place at the law offices of Westerman
Ball Ederer Miller & Sharfstein,  LLP, 170 Old Country Road,  Mineola,  New York
11501 within ten (10) days after  satisfaction  of the  conditions  set forth in
Article 6 hereof,  but no later than June 15,  2004,  or at such other place and
time and on such other date, as the parties may agree upon in writing  ("CLOSING
DATE")."

      SECTION 1.2  Subsection (b) of Article 9 is hereby amended and restated in
its entirety as set forth below:

      "(b) by RoomLinX or ARC (on behalf of RL), if the Effective Time shall not
have occurred as soon as reasonably practicable but no later than June 15, 2004;
provided, however, that the right to terminate this Agreement under this Section
9(b) shall not be available if the reason the Effective Time has not occurred is
the  intentional  failure  by the  party  seeking  termination  to  fulfill  any
obligation under this Agreement."

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                                   ARTICLE II
                                  MISCELLANEOUS

      SECTION 2.1 FULL FORCE AND EFFECT.  Except as amended hereby, the terms of
the Merger Agreement remain in full force and effect.

      SECTION 2.2 COUNTERPARTS. This Amendment may be executed simultaneously in
one or more counterparts,  each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

      SECTION 2.3 GOVERNING LAW;  VENUE.  This  Amendment  shall be construed in
accordance  with,  and  governed  by,  the law of the State of New York  without
regard to any  principles of conflicts of law. The parties hereby agree that any
action, suit,  arbitration or other proceeding arising out of or related to this
Amendment shall be brought,  maintained and conducted only in New York, and each
party hereby  irrevocably  consents and submits to the personal  jurisdiction of
and venue in the United States  District  Court for the Eastern  District of New
York and the New York State Courts in any such proceeding.

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      IN WITNESS WHEREOF, the parties to this Amendment have duly executed it as
of the day and year first set forth above.

                                             ROOMLINX, INC.

                                             By: /s/ Robert Lunde
                                                 ------------------------------
                                                 Chief Executive Officer


                                             ARC COMMUNICATIONS INC.

                                             By: /s/ Aaron Dobrinsky
                                                 ------------------------------
                                                 Chief Executive Officer


                                             RL ACQUISITION, INC.

                                             By: /s/ Aaron Dobrinsky
                                                 ------------------------------
                                                 Chief Executive Officer



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