EXHIBIT 2.2





AMENDMENT NO. 1 TO
MERGER AGREEMENT





THIS
AMENDMENT NO. 1 TO MERGER AGREEMENT (this “Amendment”) is entered into
as of the 15th day of December, 2005, by and among Mark A. Taylor, an individual
residing at 48265 Nine Mile Road Northville, Michigan 48167 (“Shareholder”), Taylor Systems Engineering
Corporation, a Michigan corporation with its principal place of business
at 40800 Five Mile Road, Plymouth, Michigan 48170 (the “Company”), RedRoller, Inc., a Delaware
corporation with its principal place of business at 50 Day Street, South
Norwalk, CT 06854 (“Buyer”), and RedRoller Merger Sub, Inc., a
Michigan corporation and wholly owned subsidiary of Buyer with its principal
place of business at 50 Day Street, South Norwalk, CT 06845 (“Merger
Sub”).  Capitalized terms not otherwise defined herein shall
have the meaning given such terms in the Merger Agreement.





RECITALS:





WHEREAS,
Shareholder, the Company, Buyer and Merger Sub are parties to that certain
Merger Agreement entered into as of the 11th day of
March, 2005 (the “Merger
Agreement”); and




WHEREAS,
the Parties desire to amend and clarify certain provisions of the Merger
Agreement.




NOW,
THEREFORE, in consideration of the premises, and of the mutual covenants,
representations, warranties and conditions contained herein, the parties hereby
agree as follows:




1.  Acknowledgement.  The
Parties hereby acknowledge and agree that the Merger Agreement remains in full
force and effect as of the date hereof and that none of the Parties have
exercised their respective termination rights under Section 11.9 of the Merger
Agreement.




2.  Amendments.




(a)  Section
1.2 is hereby removed in its entirety and replaced with a new Section 1.2 to
read as follows in its entirety:




“The
Merger.  Subject to the terms of this Agreement, upon the
Closing (as hereinafter defined), a Certificate of Merger consistent with the
terms of this Agreement and the applicable provisions of Michigan Law (the
“Certificate of
Merger”) shall be filed with the appropriate governmental agency in
Michigan and Merger Sub shall thereby be merged with and into the Company (the
“Merger”), effective at
11:59 pm EST on December 31, 2005 (the “Effective Time”), the
separate corporate existence of Merger Sub shall cease, and the Company shall
continue as the surviving corporation and wholly-owned subsidiary of
Buyer.  The Company, as the surviving corporation after the Merger, is
hereinafter sometimes referred to as the “Surviving
Corporation.”







(b)  Section
2.1(a) is hereby removed in its entirety and replaced with a new Section 2.1(a)
to read as follows in its entirety:




“Conversion of Capital Stock
of the Company. At the Effective Time, each share of Company Common Stock
(as defined in Section 3.6) outstanding
immediately prior to the Effective Time shall be canceled and extinguished and
be converted automatically into the right to receive that number of shares of
Buyer common stock, par value $.01 per share (“Buyer Common Stock”), equal
to the quotient obtained by dividing 1,664,074 by the number of shares of
Company Common Stock outstanding immediately prior to the Effective
Time.”




(c)  The
fourth sentence of Section 4.4 is hereby removed in its entirety and replaced
with the following sentence:




“The
shares of Buyer Common Stock to which Shareholder will be entitled as a result
of the Merger as described in Section 2.1(a) of this
Agreement have been duly authorized and, when issued, will (x) be validly
issued, fully paid and non-assessable (y) be free and clear of all
Encumbrances except for restrictions on transfer under applicable federal and
state securities Laws and except as provided in the Stockholders’ Agreement, and
(z) represent twenty percent (20%) of the sum of (i) the shares of
Buyer Common Stock issued and outstanding as of November 18, 2005, (ii) the
shares of Buyer Common Stock issuable upon the exercise of options to purchase
Buyer Common Stock granted by the Company as of November 18, 2005 and
(iii) the shares of Series A Convertible Preferred Stock, par value $.01
per share, of the Company issuable upon the conversion of $1,000,000 in
principal, at a conversion rate of $1.15 per share, of the Company’s 10%
Convertible Promissory Notes issued and outstanding as of November 18,
2005.




(d)  Section
6.1(k) is hereby removed in its entirety and replaced with a new Section 6.1(k)
to read as follows in its entirety:




“Buyer
and Merger Sub shall have jointly furnished Shareholder and the Company with a
certificate to evidence their compliance with the conditions set forth in this
Section 6.1
(excluding Section
6.1(j) which will occur at the Closing); and”




(e)  Section
6.2 is hereby amended by renaming subsections (l) and (m) as subsections “(m)”
and “(n),” respectively, and inserting a new subsection (l) to read as follows
in its entirety:




“The
completion by representatives of Buyer of a due diligence review of the
Company’s books and records (corporate, financial and otherwise, including those
of its advisors, accountants, attorneys, etc.) and other information regarding
the Company as may be reasonably requested by Buyer for the purpose conducting a
thorough updated due diligence investigation and review of the Company’s legal,




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operational
and financial condition that is satisfactory to Buyer, which due diligence
review shall be (x) performed in such a manner so as not to unreasonably
interfere with the normal conduct of the Company’s business and
(z) completed by December 31, 2005;”




(f)  Section 7
is hereby amended by removing the first sentence of that section and inserting
the following in lieu thereof:




“If the
conditions, set forth in Section 6, to the
Parties’ respective obligations hereunder are satisfied, then the consummation
of the transactions contemplated by this Agreement (the “Closing”) shall take place at
the offices of Buyer at 50 Day Street, South Norwalk, Connecticut 06854 at 10:00
am on December 30, 2005 or at such other place and time as to which Buyer
and Shareholder may agree to in writing (the “Closing Date”).”




(g)  Section
11.9 is hereby amended by removing the first sentence of that section and
inserting the following in lieu thereof:




“This
Agreement may be terminated (a) by Shareholder or the Company if the Closing has
not occurred by February 28, 2006 (unless the failure results primarily from
Shareholder or the Company breaching any representation, warranty or covenant
contained in this Agreement), or (b) by mutual written agreement of each of the
Parties hereto.”




3.  Effect of
Amendment.  Except as expressly set forth herein, the Merger
Agreement remains in full force and effect and shall not be affected by this
Amendment.




4.  Conflict.  In
the event of a conflict between the terms and conditions of this Amendment and
the terms and conditions of the Merger Agreement, the terms and conditions of
this Amendment shall control.




5.  Counterparts.  This
Amendment may be executed in one or more counterparts, each of which shall be
deemed to constitute an original.




6.  Governing
Law.  This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to any conflict
of laws provisions.







[Signature
Page Follows]




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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in
counterparts by their duly authorized officers, all as of the day and year first
above written.






“Shareholder”
            /s/ Mark A. Taylor
              
              Mark A.
Taylor




“Company”
              TAYLOR
      SYSTEMS ENGINEERING CORPORATION
                (a
      Michigan Corporation)
                
                By:   /s/
      Mark A. Taylor
                
                
                Name:   Mark
      A. Taylor
                
                Title:    
      Chief Executive Officer
    “Buyer”
              REDROLLER,
      INC.
                (a
      Delaware Corporation)
                
                By:   /s/ William J. Van Wyck
                
                
                Name:
        William J. Van Wyck
                Title: 
         President and Chief Executive
    Officer


“Merger
    Sub”
              REDROLLER
      MERGER SUB
                (a
      Michigan Corporation)
                
                By:   /s/ William J. Van Wyck
                
                
                Name:   William J. Van Wyck
                
                Title:   
   President


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