EXHIBIT
2.1




MERGER
AGREEMENT




THIS MERGER AGREEMENT (this “Agreement”) is entered into
as of the 11th day of
March, 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 (“Merger Sub”)with its principal
place of business at 50 Day Street, South Norwalk, CT
06845.  Shareholder, the Company, Buyer and Merger Sub are sometimes
referred to herein collectively as the “Parties,” and each
individually as a “Party”.





RECITALS:




A.           
Shareholder is the sole owner of one hundred percent (100%) of the issued and
outstanding capital stock of the Company (the “Securities”).




B.           
The Parties desire that Merger Sub merge with and into the Company (with the
Company as the surviving corporation) and that, in such merger, Shareholder
receive capital stock of Buyer in exchange for, and complete cancellation of,
the Securities.




C.           
The Parties intend this transaction to qualify as a tax-free “reverse subsidiary
merger” reorganization under Section 368(a)(2)(E) of the Internal Revenue Code
of 1986, as amended (the “Code”).




AGREEMENTS:




In consideration of and in reliance
upon the mutual representations, warranties, covenants, obligations and
agreements contained herein, the parties agree as follows:




1.
            MERGER




1.1. Definition
Reference.  Certain capitalized terms not otherwise defined
herein are defined in Exhibit
A attached hereto.




1.2. 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”), 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
time of filing of such Certificate of Merger is referred to herein as the “Effective
Time.”  The Company, as the surviving corporation after the
Merger, is hereinafter sometimes referred to as the “Surviving
Corporation.”







1.3. Effect of the
Merger.  At the Effective Time, all of the property, rights,
privileges, powers and franchises of the Company and Merger Sub shall vest in
the Surviving Corporation, and all debts, liabilities and duties of the Company
and Merger Sub shall become the debts, liabilities and duties of the Surviving
Corporation.




1.4. Articles of Incorporation;
Bylaws; Directors and Officers.




(a) Articles of
Incorporation.  At the Effective Time, the Articles of
Incorporation of the Company, as in effect immediately prior to the Effective
Time, shall be the Articles of Incorporation of the Surviving Corporation until
thereafter amended in accordance with Michigan Law.




(b) Bylaws.  At
the Effective Time, the bylaws of the Company, as in effect immediately prior to
the Effective Time, shall be the bylaws of the Surviving Corporation until
thereafter amended in accordance with the terms thereof.




(c) Directors and
Officers.  The initial directors of the Surviving Corporation
immediately after the Merger shall be the directors of Merger Sub in office at
the Effective Time, each to hold office until his or her respective successor is
duly elected or appointed and qualified.  The initial officers of the
Surviving Corporation immediately after the Merger shall be the officers of
Merger Sub in office at the Effective Time, each to hold office until his or her
respective successor is duly appointed.




2.
            MERGER
      CONSIDERATION




2.1. Effect on Capital
Stock.  By virtue of the Merger and without any further action
on the part of the Company, Merger Sub or the holders of any of the following
securities:




(a) Conversion of Capital Stock
of the Company.  At the Effective Time, each share of
outstanding 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”)
determined by dividing (A) twenty percent (20%) of the shares of Buyer Common
Stock issued and outstanding as of the Closing Date on a fully-diluted basis
(for clarity, the Parties agree that Buyer Common Stock or securities
exercisable for Buyer Common Stock held by Shareholder immediately prior to the
Closing Date will not reduce such 20% but will be treated as outstanding and
will be counted for purposes of determining the total number of shares of Buyer
Common Stock outstanding on a fully diluted basis), by (B) that number of shares
of Company Common Stock outstanding immediately prior to the




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Effective
Time, and rounding the quotient down to the next nearest whole share of Buyer
Common Stock; and




(b) Conversion of Capital Stock
of Merger Sub.  At the Effective Time, each share of common
stock, $0.001 par value, of Merger Sub (“Merger Sub Common Stock”)
issued and outstanding immediately prior to the Effective Time shall be
converted into and exchanged for one validly issued, fully paid and
nonassessable share of common stock, no par value, of the Surviving Corporation,
and, as a result, the Surviving Corporation shall be a wholly-owned subsidiary
of Buyer.  Each stock certificate evidencing ownership of any share of
Merger Sub Common Stock shall evidence ownership of such share of capital stock
of the Surviving Corporation.




2.2. Exchange
Procedures.  At any time after the Effective Time, upon
surrender of a certificate representing Company Common Stock to Buyer, Buyer
will deliver, in exchange for such certificate, a certificate representing the
number of shares of Buyer Common Stock to which the holder of such certificate
is entitled pursuant to Section
2.1(a) hereof.  The certificate so surrendered shall be
immediately canceled.  From and after the Effective Time, until
surrendered as contemplated by this Section 2.2, each
certificate representing Company Common Stock shall be deemed for all corporate
purposes to evidence the number of shares of Buyer Common Stock into which the
shares of Company Common Stock represented by such certificate may be
converted.




2.3. Tax-Free
Reorganization.  The Parties intend for this transaction to be
a “reverse subsidiary merger” qualifying as a tax-free corporate reorganization
under Section 368(a)(2)(E) of the Code.  In this regard, Buyer has
resolved that the Buyer Common Stock referenced in Section 2.1(a) are shares
of voting stock of Buyer, and Shareholder has resolved that, immediately after
the Closing, Buyer shall be in Control of the Company by way of its ownership of
the Securities.  No Party shall, after the Closing, take any action
which would disqualify this transaction as a “reverse subsidiary merger” which
is a tax-free corporate reorganization within the meaning of Section
368(a)(2)(E) of the Code.  Without limiting the foregoing, no Party
shall file any tax return(s) in a manner inconsistent with the qualification of
this transaction as a tax-free reorganization within the meaning of Section
368(a)(2)(E) of the Code.




3.
            REPRESENTATIONS
      AND WARRANTIES OF SELLER AND THE
COMPANY.




Shareholder and the Company hereby
jointly and severally represent and warrant to Buyer as follows:




3.1. Organization, Authority and
Capacity.  The Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Michigan,
is in good standing as a foreign corporation qualified to do business in such
other states where the nature of its business conducted or the character of the
assets owned requires such qualification,




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and has
full corporate power and authority to own, lease and operate its assets and
properties and, carry on its business as and where such assets and properties
are now owned or leased and as such business is presently being
conducted.  Shareholder and the Company have full power, authority,
and legal capacity to execute, deliver, and perform this Agreement in accordance
with its terms, and such execution, delivery and performance has been approved
by all requisite corporate action by the Company.  This Agreement has
been duly executed and delivered by Shareholder and the Company and constitutes
the legal, valid and binding obligation of Shareholder and the Company,
enforceable against Shareholder and the Company in accordance with its
terms.




3.2. No Consents or
Conflicts.  Except as set forth on Schedule
3.2: (a) no consent of, or filing with, any Governmental Entity or third
party is required in connection with the execution, delivery or performance of
this Agreement or any of the other agreements, instruments or documents to be
delivered by or on behalf of Shareholder or the Company in connection herewith;
and (b) neither the execution or delivery nor the performance of this Agreement
or any of the other agreements, instruments or documents to be delivered by or
on behalf of Shareholder or the Company in connection herewith conflicts with,
violates or results in any breach of: (i) any judgment, decree, order,
statute, rule or regulation applicable to Shareholder or the Company,
(ii) any material agreement or instrument to which Shareholder or the
Company is a party or by which the Company or any of its assets is bound, or
(iii) any provision of the Articles of Incorporation or the By-Laws of the
Company.




3.3. Financial Statements.
Shareholder has previously delivered to Buyer the Company’s financial statements
for each of the two years ended December 31, 2003 and 2004, and for the two
(2) month period ended at, and as of, February 28, 2005, including its
balance sheet as of February 28, 2005 (the “February Balance Sheet”) (all
of the foregoing described financial statements, along with the February Balance
Sheet, are hereinafter referred to as the “Financial Statements” and
true, correct and complete copies are included in Schedule 3.3(a)
hereto).  The Financial Statements were prepared from the Company’s
books of account and present fairly, in all material respects, the financial
position of the Company at the dates indicated and the results of its operations
and cash flows for each of the periods indicated in conformity with
GAAP.  The books of account of the Company accurately reflect all
items of income and expense, including accruals, and all assets and liabilities
of the Company in accordance with normal accrual accounting practices, subject
to customary year-end adjustments of a normal, recurring type which would not be
material in the aggregate, except as may be indicated therein or in the notes
thereto, or as indicated on Schedule 3.3(b)
hereto.




3.4. No
Liabilities.  The Company has no liabilities or obligations of
any kind (accrued, absolute, contingent, known, unknown  or
otherwise), except (i) as reflected on the February Balance Sheet,
(ii) as incurred in the Ordinary Course of Business since the date of the
February Balance Sheet, or (iii) as set forth on Schedule 3.4
or on any other Schedule to this Agreement.




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3.5. No
Changes.  Except as set forth on Schedule 3.5,
since the date of the February Balance Sheet, Shareholder has operated the
Company’s business only in the Ordinary Course of Business and there has not
been any Material Adverse Effect, or any event, fact or circumstance which might
reasonably be expected to result in a Material Adverse Effect, in the assets,
liabilities, operating performance, business relationships or prospects of the
Company’s business, and, without limiting the generality of the foregoing, since
the date of the February Balance Sheet, there has not been with respect to the
Company’s business any:




(a) waiver,
release, cancellation or compromise of any debts owed to it or claims or rights
against others exceeding $25,000 in the aggregate;




(b) sale,
disposition or subjection to any lien of any assets other than those sold or
disposed of in the Ordinary Course of Business, and other than replacements of
assets valued at no greater than $ 25,000 in the aggregate made in the Ordinary
Course Business;




(c) unusual
or novel method of transacting the business engaged in by the Company or any
change in the Company’s accounting procedures or practices (except as required
by Buyer) or its financial structure;




(d) any
increase in salaries, bonuses or benefits paid or payable to employees, other
than increases made on the anniversary dates of employment of employees, which
increases have all been consistent with past practices; or




(e) any
material damage, destruction or loss to or of the assets of the
Company.




Notwithstanding
the foregoing or anything in this Agreement to the contrary, Shareholder and the
Company may take the actions described in Sections 7, 9.4 and 9.5 below at any time prior to
the Closing.




3.6. Capitalization of the
Company; Title to Securities.  The authorized capital stock of
the Company consists of 50,000 shares of common stock, par value $1.00 per share
(“Company Common
Stock”), of which 1,000shares are issued and
outstanding.  No preferred stock is authorized.  Shareholder
is the record and beneficial owner and holder of all of the Securities, free and
clear of all Encumbrances, and at the Closing will have the right to transfer
the same to Buyer.  All of the Securities have been duly authorized
and validly issued and are fully paid and non-assessable.  There are
no agreements or other Documents (other than this Agreement and the Company’s
By-Laws) relating to the issuance, sale or transfer of any equity securities of
the Company.  None of the Securities were issued in violation of the
Securities Act, or any state securities Laws.




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3.7. Compliance with
Laws.  Except as set forth on Schedule
3.7, the Company has conducted its business in compliance, in all
material respects, with all applicable Laws, regulations or orders of any
jurisdiction or governmental authority, including, without limitation, those
pertaining to, environmental protection, occupational health or safety, employee
benefits, or employment practices.  Except as set forth on Schedule
3.7, the Company has all permits, registrations and licenses necessary to
conduct its business, and all of the Company’s employees utilized in connection
with the Company’s business have obtained all required permits, registrations,
and licenses required in connection with their duties rendered on behalf of
Company.  All such permits and licenses are in full force and effect,
and no proceeding is pending or, to the knowledge of the Company, threatened, to
revoke or limit any of them.




3.8. No
Litigation.  Except as set forth on Schedule
3.8, there is no (a) Claim pending or, to the knowledge of the
Company, threatened against Shareholder or the Company; (b) pending or, to
the knowledge of the Company, threatened, controversy, grievance or Claim by any
employee or former employee of the Company with respect to their employment,
compensation, benefits or working conditions; or (c) Claim pending or, to the
knowledge of the Company, threatened before any court, arbitrator or
governmental or regulatory agency, which seek to restrain, enjoin or otherwise
prevent the consummation of the transactions contemplated by this
Agreement.




3.9. Condition.  Except
as set forth on Schedule
3.9, all items of tangible property owned by the Company (a) are in
good operating condition, normal wear and tear excepted, (b) neither
require nor are reasonably expected to require any special or extraordinary
expenditures to remain in such condition beyond normal maintenance, and
(c) are capable of being used for their intended purposes in the Ordinary
Course of Business.




3.10. Taxes.  All
Tax Returns required by any governmental authority to be filed in connection
with the Company’s business, properties, income, expenses or net worth of
Shareholder or the Company have been timely filed by either Shareholder or the
Company.  All Taxes due from Shareholder or the Company in connection
with the Company’s business have been paid by either Shareholder or the Company,
other than taxes which are not yet due or which, if due, are not yet delinquent
or are being contested in good faith, and for which (in all cases) adequate
reserves have been established on the February Balance Sheet.  There
are no Tax claims, audits or proceedings pending in connection with the
Company’s business, properties, income, expenses or net worth of the Company,
and, to the knowledge of the Company, there are no such threatened claims,
audits or proceedings.




3.11. Employee
Benefits.  Shareholder has previously delivered to Buyer all
Plans and Other Arrangements maintained by the Company, providing benefits to
any Company employee(s), or to which the Company contributes, which Plans and
Other Arrangements are listed on Schedule 3.11,
and, except as disclosed on said Schedule 3.11,
such Plans comply, in all material respects, with all applicable provisions of
any Laws, rules or regulations, including, without limitation, the Code and
ERISA, and have so complied during all prior periods during




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which any
such provisions are applicable.  Except as disclosed on said Schedule 3.11,
the Company (i) has complied in all material respects with the provisions
of ERISA applicable to the Company as an employer, plan sponsor, plan
administrator or fiduciary of any such Plan, (ii) has administered the
Plans in accordance with their terms and (iii) with respect to any Plan
maintained by the Company or to which the Company contributes, has made all
contributions required of it by any law (including, without limitation, ERISA)
or contract and no unfunded liability exists with respect to any
Plan.




3.12. Employee;
Conflicts.  Except as set forth on Schedule
3.12, neither Shareholder, nor any other person or entity controlled by
or under common control with the Company or Shareholder nor any key employee of
the Company, has any direct or indirect interest in any business enterprise
which does business with the Company or competes with the Company in any
manner.  Neither the Company nor, to the knowledge of Company, any
other employee or director thereof is a party to, or is otherwise bound by, any
agreement or arrangement, including any confidentiality, non-competition, or
proprietary rights agreement, between the Company, such employee or director and
any other Person (“Proprietary
Rights Agreement”) that in any way adversely affects or will affect the
ability of the Company to conduct its business or the performance of such
employee’s or director’s duties as an employee or director of the Company after
the Closing Date, including any Proprietary Rights Agreement with Shareholder or
the Company by any such employee or director.  To Shareholder’s
knowledge, no director, officer, or other key employee of the Company intends to
terminate his employment with the Company.




3.13. Brokers and
Finders.  Except as set forth on Schedule
3.13, no broker, finder or other person or entity acting in a similar
capacity has participated on behalf of Shareholder or the Company in bringing
about the transactions contemplated herein, rendered any services with respect
hereto, or been in any way involved herewith.




3.14. Investment
Matters.




(a) Shareholder
is acquiring Buyer Common Stock for investment purposes, for his own account and
not with a view to distribution or resale thereof or to divide its participation
with others.  Shareholder is an “accredited investor” as defined in
Regulation D promulgated under the Securities Act.  Shareholder
has knowledge and experience in financial and business matters such that he is
capable of evaluating the merits and risks of an investment in Buyer Common
Stock.  Shareholder acknowledges that he has received and has reviewed
all material and relevant information concerning Buyer, which the Company has
furnished to Shareholder, and has had the opportunity to ask questions of,
receive answers from and obtain additional information from Buyer concerning the
business and financial condition of Buyer.




(b) Shareholder
understands, acknowledges and agrees that: (a) no shares of Buyer Common Stock
have been registered or qualified under the Securities Act, or under any
securities Laws of any state of the United States or other jurisdiction, in




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reliance
upon specific exemptions thereunder for transactions not involving any public
offering; (b) Buyer Common Stock constitutes “restricted securities” as
defined in Rule 144 under the Securities Act; (c) Buyer Common Stock is neither
traded nor tradable on any securities exchange or over-the-counter; and (d) no
shares of Buyer Common Stock may be sold, transferred or otherwise disposed of
unless a registration statement under the Securities Act with respect to such
shares and qualification in accordance with any applicable state securities Laws
becomes effective or unless an exemption from such registration and
qualification is available and demonstrated to the reasonable satisfaction of
Buyer and its counsel.  Shareholder will refrain from transferring or
otherwise disposing of any of shares of Buyer Common Stock acquired hereunder or
any interest therein in any manner that may cause Buyer or Shareholder to be in
violation of the Securities Act or any applicable state securities Laws; and
further, Shareholder may only transfer Buyer Common Stock pursuant to the
Stockholders’ Agreement attached hereto as Exhibit
B.




3.15. Legend.  The
certificates evidencing the Buyer Common Stock to be issued under this Agreement
will bear a legend substantially similar to the following:




THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
ANY STATE SECURITIES LAWS, MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
SUCH ACT AND ANY APPLICABLE
STATE SECURITIES LAWOR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION
UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED WITH
RESPECT TO SUCH SALE OR OFFER.




In
addition, for so long as the referenced Stockholders’ Agreement is in effect,
each such certificate shall also bear a legend substantially similar to the
following:




THE
VOTING RIGHTS AND OBLIGATIONS WITH RESPECT TO, AND SALE OR OTHER DISPOSITION OF,
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY AND SUBJECT TO
THE PROVISIONS OF A STOCKHOLDERS’ AGREEMENT DATED AS OF MARCH [●], 2005, A COPY
OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY.




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3.16. Software
Non-Infringement.




(a) Except as
set forth below in Section
3.16(b), all software used in connection with the Company’s business
either has been developed by the Company’s employees or has been developed by
third parties and licensed to the Company by such third parties (“Third Party Software”)
pursuant to valid license agreements, which agreements are fully paid and in
full force and effect.  Neither Shareholder nor the Company is aware
of any pending or threatened claims against or demands upon Shareholder or the
Company alleging that the Third Party Software infringes upon the rights of any
third party.




(b) Shareholder
utilizes software (“Owned
Software”) which was developed by employees of the Company.  To
the best of the Company’s knowledge, the Owned Software is owned by the Company
and the Company has the right to use the same, and will continue to have the
right to use the same after the Closing without the payment to any other person
of any royalty or other sums and without consents or approvals.




3.17. Condition and Sufficiency of
Assets. The buildings, structures, and equipment of the Company are
structurally sound, are in good operating condition and repair, and are adequate
for the uses to which they are being put, and none of such buildings,
structures, or equipment is in need of maintenance or repairs except for
ordinary, routine maintenance and repairs that are not material in nature or
cost. The building, structures, and equipment of the Company are sufficient for
the continued conduct of the Surviving Corporation’s businesses after the
Closing in substantially the same manner as conducted by the Company prior to
the Closing.




3.18. No
Misrepresentations.  No representation or warranty made by the
Company or Shareholder in this Agreement, the Schedules or Exhibits hereto, or
any certificate or document delivered to Buyer contains any untrue statement of
a material fact or omits to state a fact necessary to make the statements and
facts contained therein or herein, in light of the circumstances under which
they are made, not false or misleading.  Copies of all documents
included in the Exhibits or Schedules hereto are complete and accurate copies of
such documents.




3.19. Knowledge
Defined.  For purposes of this Section 3, “to the knowledge
of the Company” or words of similar import shall mean (i) the actual
knowledge of Shareholder or any officer or member of the board of directors of
the Company, and (ii) the knowledge any of such persons would have had
after making a reasonable inquiry of the Company’s employees and a reasonable
investigation and review of the Company’s books and records and other relevant
documentation.




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4.
            REPRESENTATIONS
      AND WARRANTIES OF BUYER AND MERGER
SUB.




Buyer and Merger Sub hereby jointly and
severally represent and warrant to Shareholder and the Company as
follows:




4.1. Organization and
Authority.  Buyer is a validly existing corporation in good
standing under the laws of the State of Delaware, and has full corporate power
and authority to execute, deliver and perform this Agreement.  This
Agreement and the transactions contemplated by this Agreement, have been
authorized by all necessary corporate action of Buyer.  This Agreement
has been duly executed and delivered by Buyer and constitutes the legal, valid
and binding obligation of Buyer, enforceable against Buyer in accordance with
its terms.  Merger Sub is a validly existing corporation in good
standing under the laws of the State of Michigan, and has full corporate power
and authority to execute, deliver and perform this Agreement.  This
Agreement and the transactions contemplated by this Agreement, have been
authorized by all necessary corporate action of Merger Sub.  This
Agreement has been duly executed and delivered by Merger Sub and constitutes the
legal, valid and binding obligation of Merger Sub, enforceable against Merger
Sub in accordance with its terms.




4.2. No Consents or
Conflicts.  No consent of, or filing with, any governmental
authority or third party is required in connection with the execution, delivery
or performance of this Agreement by Buyer and Merger Sub.  Neither the
execution or delivery nor the performance of this Agreement or any of the other
agreements, instruments or documents to be delivered by or on behalf of Buyer or
Merger Sub in connection herewith conflicts with, violates or results in any
breach of: (i) any judgment, decree, order, statute, rule or regulation
applicable to Buyer or Merger Sub, (ii) any material agreement to which
Buyer or Merger Sub is a party or by which Buyer or Merger Sub is bound, or
(iii) any provision of the Certificate of Incorporation or Articles of
Incorporation, as the case may be, or the By-Laws of Buyer or Merger
Sub.




4.3. No
Misrepresentations.  No representation or warranty made by
Buyer or Merger Sub in this Agreement, the Schedules or Exhibits hereto, or any
certificate or document delivered to Shareholder and the Company contains any
untrue statement of a material fact or omits to state a fact necessary to make
the statements and facts contained therein or herein, in light of the
circumstances under which they are made, not false or
misleading.  Copies of all documents included in the Exhibits or
Schedules hereto are complete and accurate copies of such
documents.




4.4. Capitalization of Buyer and
Merger Sub; Buyer Common Stock.  The authorized capital stock
of Buyer consists of (a) 50,000,000 shares of Buyer Common Stock, of which
5,000,000 shares are issued and outstanding as of the date hereof, and
(b) 10,000,000 shares of Preferred Stock, none of which is issued and
outstanding as of the date hereof.  The authorized capital stock of
Merger Sub consists of 100 shares of Merger Sub Common Stock of which 10shares are issued and
outstanding.  No preferred stock is authorized.  Schedule
4.4 sets forth the ownership of the outstanding shares of Buyer Common
Stock and all securities of Buyer convertible into or exercisable for Buyer
Common Stock or Preferred Stock as of the date hereof.  The shares of
Buyer Common Stock to which Shareholder will be entitled as a result of




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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 shares of Buyer Common Stock
issued and outstanding as of the Closing Date on a fully-diluted basis (for
clarity, the Parties agree that Buyer Common Stock or securities exercisable for
Buyer Common Stock held by Shareholder immediately prior to the Closing Date,
will not reduce such 20% but will be treated as outstanding and will be counted
for purposes of determining the total number of shares outstanding on a fully
diluted basis).  As of the date hereof, there are no agreements or
other Documents (other than this Agreement, the Stockholders’ Agreement and
Buyer’s By-Laws) relating to the issuance, sale or transfer of any equity
securities of Buyer, except as set forth on Schedule 4.4.




4.5. Brokers and
Finders.  No broker, finder or other person or entity acting in
a similar capacity has participated on behalf of Buyer in bringing about the
transactions contemplated herein, rendered any services with respect thereto or
been in any way involved therewith.




4.6. No
Litigation.  Except as set forth on Schedule
4.6, there is no (a) Claim pending or, to the knowledge of Buyer,
threatened against Buyer; (b) pending or, to the knowledge of Buyer,
threatened, controversy, grievance or Claim by any employee or former employee
of Buyer with respect to their employment, compensation, benefits or working
conditions; or (c) Claim pending or, to the knowledge of Buyer, threatened
before any court, arbitrator or governmental or regulatory agency, which seek to
restrain, enjoin or otherwise prevent the consummation of the transactions
contemplated by this Agreement.




4.7. Financial
Statements.  Set forth on Schedule
4.7(a) are true, correct and complete copies of Buyer’s or its
predecessor’s balance sheet and profit & loss statement for the fiscal year
ended December 31, 2004 (the “Buyer Financial
Statements”).  The Buyer Financial Statements were prepared
from the Company’s books of account and present fairly, in all material
respects, the financial position of Buyer at the dates indicated and the results
of its operations and cash flows for each of the periods indicated in conformity
with GAAP.  The books of account of Buyer accurately reflect all items
of income and expense, including accruals, and all assets and liabilities of
Buyer in accordance with normal accrual accounting practices, subject to
customary year-end adjustments of a normal, recurring type which would not be
material in the aggregate, except as may be indicated therein or in the notes
thereto, or as indicated on Schedule 4.7(b)
hereto.




4.8. Taxes.All Tax Returns required
by any governmental authority to be filed in connection with Buyer’s business,
properties, income, expenses or net worth of Buyer have been timely filed by
Buyer.  All Taxes due from Buyer in connection with the Company’s
business have been paid by Buyer, other than taxes which are not yet due or
which, if due, are not yet delinquent or are being contested in good faith, and
for which (in all cases) adequate reserves have been established by Buyer on its
most recent Buyer Financial Statements.  There




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are no
Tax claims, audits or proceedings pending in connection with the Company’s
business, properties, income, expenses or net worth of the Company, and, to the
knowledge of the Company, there are no such threatened claims, audits or
proceedings.




4.9. Compliance with
Laws.  Except as set forth on Schedule
4.9, Buyer has conducted its business in compliance, in all material
respects, with all applicable Laws, regulations or orders of any jurisdiction or
governmental authority, including, without limitation, those pertaining to,
environmental protection, occupational health or safety, employee benefits, or
employment practices.  Except as set forth on Schedule
4.9, Buyer has all permits, registrations and licenses necessary to
conduct its business, and all of Buyer’s employees utilized in connection with
Buyer’s business have obtained all required permits, registrations, and licenses
required in connection with their duties rendered on behalf of
Buyer.  All such permits and licenses are in full force and effect,
and no proceeding is pending or, to the knowledge of Buyer, threatened, to
revoke or limit any of them.




4.10. No Competing
Businesses.  None of Buyer or any of Buyer’s Affiliates,
including William Van Wyck, Buyer’s largest shareholder, presently conducts,
owns, operates, or has plans to conduct, own or operate, a business similar to
the business being operated by Buyer.  All of the business activities
conducted by the shareholders of Buyer with respect to the type of business
carried on by Buyer have been carried on exclusively through Buyer or its
predecessors.




5.
            SURVIVAL
      OF REPRESENTATIONS AND
WARRANTIES.




The representations and warranties of
the Parties set forth in Sections 3 and 4 hereof will survive the
Closing, regardless of any investigation made by any Party hereto, for a period
of three (3) years from the Closing Date, except that the representations and
warranties contained in Sections 3.1, 3.6, 3.10, 4.1,
4.4 and 4.8 will
survive for the applicable statute of limitations (including
extensions).




6.
            CONDITIONS
      TO CLOSING.




6.1. Conditions to Shareholder’s
and the Company’s Obligation to Close.  The obligation of
Shareholder and the Company to perform this Agreement and effectuate the Merger
is subject to the satisfaction, at or before the Closing, of the following
conditions set forth in this Section 6.1;provided that,
Shareholder and the Company may waive any such condition at or prior to the
Closing by delivering a joint writing to Buyer:




(a) Buyer Private
Placement.  Buyer shall have received no less than $1,000,000
in equity capital financing through the private placement of Buyer Common Stock
or other equity or equity-related securities of Buyer;




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(b) Board
Approvals.  Buyer shall have delivered certified copies of the
resolutions of the Board of Directors of Buyer and Merger Sub approving the
consummation of the transactions contemplated by this Agreement;




(c) Employment
Agreement.  Buyer and the Company shall have entered into an
employment agreement with Shareholder, to be effective from and after the
Closing Date, with Buyer’s obligation to pay compensation thereunder and a
termination clause substantially similar to that which will be contained in the
employment agreements of Buyer’s senior officers, and contain the terms set
forth in the Term Sheet attached hereto as  Exhibits C
(the “Employment
Agreement”);




(d) Stockholders’
Agreement.  Buyer, Robert J. Crowell, Sterling Pile, Terrance
E. Quinn and William J. Van Wyck shall have entered into the Stockholders’
Agreement.




(e) Consents.  Buyer
shall have delivered the consent to the transactions contemplated by this
Agreement of any third party whose consent is required for the consummation of
such transactions by Buyer and Merger Sub;




(f) No
Litigation.  There shall be no suit, action, investigation or
proceeding pending or threatened against Buyer or Merger Sub before any court,
agency or other governmental authority by which it is sought to restrain, delay,
prohibit, invalidate, set aside or impose any conditions upon the Closing, in
whole or in part;




(g) Representations; Warranties;
Covenants.  The representations and warranties of Buyer and
Merger Sub contained in Section 4, with the
exception of the outstanding shares of Buyer Common Stock and all securities of
Buyer convertible into or exercisable for Buyer Common Stock or Preferred Stock
as of the date hereof set forth on Schedule
4.4 (which exception shall expressly not include the fifth sentence of
Section 4.4, and that
sentence shall be subject to this condition) shall be true and correct in all
material respects at and as of the Closing as though then made, shall be true
and correct in all material respects at and as of the Closing as though then
made, and Buyer and Merger Sub shall have performed or caused to have been
performed in all material respects all of the covenants and agreements required
by this Agreement to be performed by Buyer and Merger Sub prior to the
Closing;




(h) Certificate of Good
Standing.  Buyer and Merger Sub shall have each furnished to
Shareholder and the Company a certificate of good standing certified by the
appropriate governmental agency of the state of Buyer’s and Merger Sub’s
formation;




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(i) Signing of Certificate of
Merger.  The Certificate of Merger shall have been executed by
Buyer and Merger Sub, as appropriate.




(j) Filing of Certificate of
Merger.  The Certificate of Merger shall have been filed with
the appropriate governmental agency;




(k) Certificate.  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 to provide the number of
shares of Buyer Common Stock issued and outstanding as of the Closing Date on a
fully-diluted basis, in the form attached as Exhibit D;
and




(l) Other
Documents.  Shareholder and the Company shall have received
each other document required to be delivered to Shareholder and the Company
pursuant to this Agreement.




6.2. Condition to Buyer’s and
Merger Sub’s Obligation to Close.  The obligation of Buyer and
Merger Sub to perform this Agreement is subject to the satisfaction, at or
before the Closing, of the following conditions set forth in this Section 6.2;provided that,
Buyer and Merger Sub may waive any such condition at or prior to the Closing by
delivering a joint writing to Shareholder and the Company:




(a) Private
Placement.  Buyer shall have received no less than $1,000,000
in equity capital financing through the private placement of Buyer Common Stock
or other equity or equity-related securities of Buyer;




(b) Resignation of Directors of
the Company.  Buyer shall have received the written
resignation, effective as of the Closing, of each director of the
Company;




(c) Employment
Agreement.  Shareholder shall have entered into the Employment
Agreement;




(d) Stockholders’
Agreement.  Shareholder shall have entered into the
Stockholders’ Agreement.




(e) Consents.  Shareholder
and the Company shall have delivered the consent to the transactions
contemplated by this Agreement of any third party whose consent is required for
the consummation of such transactions by Shareholder or the
Company;




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(f) No
Litigation.  There shall be no suit, action, investigation or
proceeding pending or threatened against Shareholder or the Company before any
court, agency or other governmental authority by which it is sought to restrain,
delay, prohibit, invalidate, set aside or impose any conditions upon the
Closing, in whole or in part;




(g) Representations; Warranties;
Covenants.  (1) The representations and warranties of
Shareholder and the Company contained in Section 3 shall be true
and correct in all material respects at and as of the Closing as though then
made; provided however, that for purposes of this Section 6.2(g), the
representations and warranties of Shareholder and the Company shall be deemed to
be modified by any amendments or deletions to the Schedules referenced in Section 3 made by Shareholder
or the Company at any time subsequent to the 75th day
following the date of this Agreement and prior to the Closing to the extent such
amendments or deletions (i) reflect information that first became available to
Shareholder or the Company after such 75th day,
and (ii) do not have a Material Adverse Effect; and (2) Shareholder and the
Company shall have performed or caused to have been performed in all material
respects all of the covenants and agreements required by this Agreement to be
performed by Buyer or the Company prior to the Closing;




(h) Certificate of Good
Standing.  The Company shall have furnished to Buyer and Merger
Sub a certificate of good standing certified by the appropriate governmental
agency of the state of the Company’s formation;




(i) Signing of Certificate of
Merger.  The Certificate of Merger shall have been executed by
Shareholder and the Company, as appropriate.




(j) Filing of Certificate of
Merger.  The Certificate of Merger shall have been filed with
the appropriate governmental agency;




(k) Legal Opinion. Buyer
and Merger Sub shall have received an opinion from counsel to the Company,
reasonably satisfactory to Buyer and its counsel, that the merger of Merger Sub
with and into the Company will occur upon the filing of the Certificate of
Merger in accordance with applicable Michigan law;




(l) Certificate.  Shareholder
and the Company shall have jointly furnished Buyer with a certificate to
evidence their compliance with the conditions set forth in this Section 6.2 (excluding
Section 6.2(j) which
will occur at the Closing) in the form attached as Exhibit E;
and




(m) Other
Documents.  Buyer shall have received each other document
required to be delivered to Buyer pursuant to this Agreement.




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7.
            CLOSING




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, or at
such other place as to which Buyer and Shareholder may agree in writing, on the
first business day of the month following the month in which all of the
conditions set forth in Section 6 are satisfied
(the “Closing
Date”).  The transfers and deliveries described in Section 6 shall be
mutually interdependent and shall be regarded as occurring simultaneously, and,
any other provision of this Agreement notwithstanding, no such transfer or
delivery shall become effective or shall be deemed to have occurred until all of
the other transfers, deliveries and other conditions provided for in Section 6 shall also have
occurred or been waived by the Party entitled to waive the same, it being
understood that Shareholder shall have the authority to waive on behalf of the
Company any condition to the obligation of the Company to perform hereunder and
that Buyer shall have the authority to waive on behalf of Merger Sub any
condition to the obligation of Merger Sub to perform hereunder.  The
Merger shall be deemed effective as of the commencement of business on the
Effective Time.




8.
            RESTRICTIVE
      COVENANTS




8.1. Confidentiality.  The
Parties acknowledge and understand that prior to the Closing the Company or
Buyer (the “Disclosing
Party”) may provide or have provided the other party (the “Receiving Party”) with
Confidential Information.  Each of the Parties agrees, as set forth
below, to treat confidentially all Confidential Information it may receive or
has received as a Receiving Party.  The Receiving Party agrees that
the Confidential Information may be made available only to members of its
company, legal counsel and other advisors to the Receiving Party, who have
obligations of confidentiality to the Receiving Party and who have a need to
know such information in order to provide their services to the Receiving
Party.  The term “Confidential Information” does not include
information that (i) is or becomes generally available to the public other
than as a result of a disclosure by the Disclosing Party or its representatives
or (ii) is or becomes available to the Receiving Party on a
non-confidential basis from a source other than the Disclosing Party or its
representatives, provided that such source is not, to the Receiving Party’s
knowledge, prohibited from transmitting the information to the Receiving Party
by a contractual, legal or fiduciary obligation.  Without the written
consent of the Disclosing Party, the Receiving Party shall not disclose to any
person or entity who is not a Party (excluding those members of its company,
legal counsel and other advisors described above) any of the terms, conditions
or other facts with respect to the transactions contemplated under this
Agreement, including the existence or status thereof.  The Receiving
Party will not, and will direct its advisors and other representatives not to,
disclose the Confidential Information and the Receiving Party and its
representatives will not use any of the Confidential Information for any purpose
other than to provide their services to the Receiving Party.  Upon the
request of the Disclosing Party or if this Agreement is not consummated, the
Receiving Party will either deliver to the Disclosing Party or destroy all
Documents or other matter constituting Confidential Information, without
retaining any copy thereof.  Notwithstanding the return or destruction
of such materials, the Parties and their




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respective
representatives will continue to be bound by their confidentiality obligations
in this Section
8.1.




8.2. Adequate
Consideration.  Each of the Parties acknowledges and agrees
that their respective rights under this Agreement constitute adequate
consideration for their obligations under Section 8.1.




8.3. Remedies.  Each
of the Parties acknowledges that a breach of any of the provisions of Section 8.1 will result
in irreparable damage for which there will be no adequate remedy at law, and
agree that the damaged Party, in addition to its rights at law, will be entitled
to injunctive and other equitable relief to enforce such provisions, without
having to post any bond.




9.
            OTHER AGREEMENTS;
      FURTHER ASSURANCES




9.1. Further
Assurances.  The Parties agree to execute and deliver to any
other party any and all documents and instruments, and do and perform such acts,
in addition to those expressly provided for herein, as may be necessary or
appropriate to carry out or evidence the transactions contemplated by this
Agreement, whether before, at or after the Closing.  Except as
otherwise provided in the Certificate of Merger executed in connection with the
Closing hereunder, this Agreement will not constitute an agreement to assign any
contract or claim or any right or benefit arising thereunder or resulting
therefrom if an attempted assignment thereof, without the consent of a third
party thereto, would constitute a breach thereof or in any way affect the rights
of Buyer thereunder.  Shareholder and the Company shall use their best
efforts to obtain the consent of the other party to any of the foregoing
contracts or claims to the assignment thereof to the Surviving Corporation in
all cases that such consent is required for assignment or transfer.




9.2. Offer of Employment.
Without committing to future employment or compensation and benefit levels, such
employees designated by Buyer as being qualified will be offered, as of the
Closing Date and subject to the employment application protocols of Buyer,
employment at will with the Surviving Corporation with compensation and benefits
initially consistent with those presently provided such persons by the Company
and listed on Schedule 3.11.  Further,
for purposes of determining such employees’ vacation benefits, and vesting under
any employee benefits plans (to the extent permitted by the terms of any such
plans) such persons shall be entitled to prior service credit for the time of
their employment with the Company.




9.3. Operation of the
Company.  During the period commencing on the date hereof and
ending upon the Closing Date, Shareholder agrees to deliver or cause to be
delivered to Buyer within twenty (20) days after the end of each calendar month
prior to Closing copies of the balance sheet of the Company as of that date and
the statements of income monthly and for




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the
year-to-date then ended, which are prepared from the Company’s books of account
and present fairly, in all material respects, the financial position of the
Company at the dates indicated and the results of its operations and cash flows
for each of the periods indicated using the same accounting methods currently
employed by the Company (the “Pre-Closing Monthly Financial
Statements”).




9.4. Cash Distribution to
Shareholder Prior to Closing. Notwithstanding anything to the contrary in
this Agreement, Shareholder shall be permitted to receive cash distributions
from the Company after the date of this Agreement and prior to Closing (“Pre-Closing Distributions”);
provided, that, the aggregate
of such Pre-Closing Distributions, plus any other distributions received by
Shareholder from the Company during 2005 prior to the date of this Agreement
(“Pre-Signing
Distributions”), less the portion of such Pre-Signing Distributions that
relate to 2004 profits generated by the Company, as determined by Shareholder in
good faith (collectively, the “Net 2005 Distributions”),
shall not exceed an amount equal to the net income of the Company for the period
from January 1, 2005 through the Closing Date as calculated in accordance with
GAAP (“YTD Net
Income”). Within fifteen (15) days after the Closing Date, Shareholder
will deliver a statement to Buyer showing the Net 2005 Distributions and YTD Net
Income. Unless Buyer objects in writing to the accuracy of such statement within
fifteen (15) days of delivery by Shareholder, Shareholder will be deemed to have
complied with this Section
9.4 in all respects. If Buyer objects in writing to the accuracy of such
statement within such fifteen (15) day period, Buyer and Shareholder will work
together to resolve the dispute; providedthat, if, after
thirty (30) days, Buyer and Shareholder are unable to resolve the dispute, the
matter will be submitted to a certified public accountant mutually selected by
Buyer and Shareholder who will determine the Net 2005 Distributions and YTD Net
Income in accordance with this Section 9.4 and such
determination shall be binding on Buyer and Shareholder.




9.5. Change of Location of the
Company.  At any time prior to the Closing Date, Shareholder
may, in his sole discretion, move the primary business offices of the Company to
any location he deems appropriate.  If Shareholder has not elected to
move the business offices as described in the previous sentence, then for the
period of time beginning on the Closing Date and ending on the later of six
months thereafter or December 31, 2005, so long as Shareholder remains a
shareholder of Buyer, Buyer agrees to move the primary business offices of the
Surviving Corporation (or, if applicable, of the portion of the Surviving
Corporation or its successor that represents the business previously carried on
by the Company) to a location selected by the Shareholder, subject to Buyer’s
consent which will not be unreasonably withheld or delayed.  In the
event of a move of the type described in this Section 9.5, Shareholder will
be entitled to reasonably determine those items of furniture located at the
original business offices which are, in Shareholder’s opinion, not necessary for
the operation of such business unit at the new location; provided that, if such
determination is made after the Closing, it will be subject to Buyer’s consent,
which will not be unreasonably withheld or delayed.  Furniture
determined to be not necessary for the operation of the business unit in
accordance with the previous sentence will be sold in a manner determined by
Shareholder and the proceeds from such sale will be the property of (a) the
Company, to the extent such sale is completed prior to the Closing, to be held
by the Company and distributed to Shareholder at the




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Closing
in accordance with the provisions of Section 9.4 above, or (b)
Shareholder, to the extent such sale is completed after the Closing, to be paid
directly to Shareholder at the time such proceeds are received.




10.
            INDEMNIFICATION




10.1. Indemnity by
Shareholder.  Shareholder agrees to indemnify and hold Buyer
and its directors, officers, Affiliates and agents harmless from and against (a)
any and all loss, damage, liability or deficiency resulting from or arising out
of any inaccuracy in or breach of any representation, warranty, covenant,
certificate or obligation made or incurred by Shareholder or the Company herein,
(b) any Claim by a third party against Buyer arising out of or resulting
from the execution, delivery, performance or enforcement of this Agreement or
any certificate, instrument or document contemplated hereby, and (c) any and all
costs and expenses (including reasonable attorneys’ and accountants’ fees)
related to any of the foregoing.  Subject the limitations set forth in
Section 10.4, all
amounts payable by Shareholder pursuant to this Section 10.1 shall be payable
in cash up to an aggregate of $100,000.  To the extent the amounts
payable by Shareholder pursuant to this Section 10.1 exceed $100,000
in the aggregate, such amounts may be paid in either cash or in the form of
Buyer Common Stock held by Shareholder at the option of Shareholder (with the
fair market value thereof to be agreed upon by Shareholder and Buyer at the time
of such payment or, if they cannot agree, then by an independent third-party
jointly appointed by Shareholder and Buyer; provided that, in no event shall the
fair market value of Buyer Common Stock be deemed to be less than the value of
such stock at the Closing Date).




10.2. Indemnity by
Buyer.  Buyer and Merger Sub agree to jointly and severally
indemnify and hold Shareholder harmless from and against (a) any and all loss,
damage, liability or deficiency resulting from or arising out of any inaccuracy
in or breach of any representation, warranty, covenant, or obligation made or
incurred by Buyer or Merger Sub herein, (b) any Claim by a third party upon
Shareholder arising out of or resulting from the execution, delivery,
performance or enforcement of this Agreement or any certificate, instrument or
document contemplated hereby, and (c) any and all costs and expenses (including
reasonable attorneys’ and accountants’ fees) related to any of the
foregoing.  Subject the limitations set forth in Section 10.4, all amounts
payable by Buyer and Merger Sub pursuant to this Section 10.2 shall be payable
in cash up to an aggregate of $100,000.  To the extent the amounts
payable by Buyer and Merger Sub pursuant to this Section 10.2 exceed $100,000
in the aggregate, such amounts may be paid in either cash or in the form of
Buyer Common Stock, at the option of Buyer (with the fair market value thereof
to be agreed upon by Shareholder and Buyer at the time of such payment or, if
they cannot agree, then by an independent third-party jointly appointed by
Shareholder and Buyer; provided that, in no event shall the fair market value of
Buyer Common Stock be deemed to be less than the value of such stock at the
Closing Date).




10.3. Third Party
Claims.  If any legal proceedings shall be instituted or any
Claim is asserted by any third party in respect of which any Party may be
entitled to indemnity




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hereunder,
the party asserting such right to indemnity shall give the party from whom
indemnity is sought prompt written notice thereof.  A delay in giving
notice shall only relieve the recipient of liability to the extent the recipient
suffers actual prejudice because of the delay.




(a) Defense of
Claim.  The party from whom indemnity is sought shall have the
right, at its option and expense, to participate in the defense of such a
proceeding or Claim, but not to control the defense, negotiation or settlement
thereof, which control shall at all times rest with the party asserting such
right to indemnity, unless the proceeding or Claim involves only money damages
and the party from whom indemnity is sought (i) irrevocably acknowledges in
writing complete responsibility for and agrees to indemnify the party asserting
such right to indemnity, and (ii) furnishes satisfactory evidence of the
financial ability to indemnify the party asserting such right to indemnity, in
which case the party from whom indemnity is sought may assume such control
through counsel of its choice and at its expense, but the party asserting such
right to indemnity shall continue to have the right to be represented, at its
own expense, by counsel of its choice in connection with the defense of such a
proceeding or claim.




(b) Authority to
Settle.  The party entitled to control the defense of any
proceeding or Claim as set forth above shall have complete authority to effect a
settlement for monetary damages and, to the extent such party is entitled to
indemnification with respect to such proceeding or Claim, seek indemnification
for the payment of any such settlement; provided that (i) such settlement shall
not prejudice the right of the party from whom indemnity is sought to contest
the right of the other to indemnification under this Agreement or the amount
thereof (including the right to contest that such settlement was unreasonable
under the circumstances), and (ii) if the party from whom indemnity is sought
has assumed control of the defense of such a proceeding or claim and has
effected a settlement thereof, then such settlement shall not be binding on the
party asserting such right to indemnity unless (aa) such party asserting the
right to indemnity has consented to such settlement or (bb) such settlement
includes as an unconditional term thereof the giving by the claimant to the
party asserting such right to indemnity a release from all liability in respect
of the proceeding or claim.  The parties hereto agree to cooperate
fully with each other in connection with the defense, negotiation or settlement
of any such proceeding or claim.




10.4. Limitations on
Indemnification




(a) Threshold
Amount.  Notwithstanding the provisions of Sections 10.1 and 10.2 hereof, any Claim or
Claims for indemnity against Shareholder or Buyer resulting from or arising out
of any inaccuracy in or breach of any representation or warranty given by any
Party hereunder (each, an “Indemnity Claim”) shall not
be actionable against the other Party or Parties for such alleged inaccuracy or
breach until the aggregate loss incurred by the Party asserting the Indemnity
Claim shall with respect to all such claims exceeds Twenty Thousand Dollars
($20,000) in any 12-month period and




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then only
to the extent the loss arising from any Indemnity Claim(s) exceeds such
amount.




(b) Limitations on
Amount.  Absent actual fraud, a Party will not be liable to the
other Party (or their successors and assigns) in respect to any loss, cost,
damage or expense resulting from or arising out of any inaccuracy in or breach
of any representation or warranty given by a Party hereunder, for an amount
which, in the aggregate, exceeds One Million Two Hundred Fifty Thousand Dollars
($1,250,000).




11.
            MISCELLANEOUS




11.1. Amendments; Binding
Effect.  This Agreement (including each Schedule and Exhibit
hereto) may not be amended or modified except by a document in writing signed by
all Parties hereto.  This Agreement and the rights and obligations of
each party hereunder shall be binding upon and shall inure to the benefit of the
respective successors and permitted assigns of each of the parties hereto, but
neither this Agreement nor any of the rights, interests or obligations hereunder
shall be assigned by any party hereto without the prior written consent of the
other parties.  In the event of any permitted assignment, the parties
hereto shall not be relieved from any undertakings set forth herein or arising
pursuant hereto.




11.2. Notices.  All
notices or other communications required or permitted to be given hereunder
shall be in writing and shall be deemed to be effectively served and delivered
(a) when delivered to the person entitled to such notice at the address of
such person provided for herein; (b) when given by facsimile (with
confirmation of receipt and a copy mailed by first-class U.S. mail);
(c) one (1) business day following deposit with a recognized national air
courier service providing overnight delivery; or (d) three (3) business
days after being deposited in the United States mail in a sealed envelope,
postage prepaid, return receipt requested to the appropriate party at the
following addresses (or such other address for a party as will be specified by
notice pursuant hereto):




If to
Shareholder, to:





Mark A.
Taylor


48265
Nine Mile Road


Northville,
Michigan 48167





with a
copy to (which shall not constitute notice):





Samuel T.
Stahl, Esq.


Honigman
Miller Schwartz and Cohn LLP


660
Woodward Avenue


2290
First National Building


Detroit,
Michigan 48226-3506





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-


If to the
Company, to:





Taylor
Systems Engineering Corporation


40800
Five Mile Road


Plymouth,
Michigan 48170


Attention:
Chairman and Chief Executive Officer





If to
Buyer or Merger Sub, to:





RedRoller,
Inc.


50 Day
Street


South
Norwalk, Connecticut 06854


Attention:
William J. Van Wyck





with a
copy to (which shall not constitute notice):





Douglas
A. Neary, Esq.


Calfee,
Halter & Griswold, LLP


1400
McDonald Investment Center


800
Superior Avenue


Cleveland,
Ohio 44114-2688





11.3 Entire
Agreement.  This Agreement, together with each Schedule and
Exhibit hereto, sets forth the exclusive statement of the agreement among the
Parties concerning the subject matter hereof, and there are no agreements or
understandings between or among any of the parties hereto concerning such
subject matter other than as set forth herein.  All prior written or
verbal agreements are merged herein.




11.4 Headings.  The
headings to the various provisions of this Agreement are for reference purposes
only and shall not be construed as affecting the meaning or interpretation of
this Agreement.




11.5 Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
document.




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




11.7 Costs of Dispute
Resolution.  Subject to the provisions of Section 10 hereof, in the
event any Party shall initiate any suit, action or other legal proceeding to
declare or enforce any right created by or pursuant to this Agreement, the
prevailing party (as determined by court order or decision) shall be entitled to
recover from the other party to such proceeding the prevailing party’s
reasonable out-of-pocket costs and expenses directly resulting therefrom,
including, but not limited to, reasonable attorney and accounting
fees.




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11.8 Severability.  Any
term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of
the remaining terms and provisions hereof or the validity or enforceability of
the offending term or provision in any other situation or in any other
jurisdiction.




11.9 Termination.  This
Agreement may be terminated (a) by Shareholder or the Company if the
Closing has not occurred within 180 days after the date hereof (unless the
failure results primarily from Shareholder or the Company itself breaching any
representation, warranty, or covenants contained in this Agreement), or
(b) by mutual written agreement of each of the Parties
hereto.  In the event of termination of this Agreement, all rights and
obligations of the Parties hereunder shall terminate without any liability of
any Party to any other Party; provided, however, that each Party hereto shall
remain liable for any breach of any representation, warranty, covenant or other
provision of this Agreement that occurs prior to the Agreement’s termination;
and provided further, that the provisions of Section 8.1 shall survive
termination.




[Signature Page
Follows]




- 23
-


IN WITNESS WHEREOF, the parties have
executed this Merger Agreement on the date first written above.




“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


- 24
-
 
 EXHIBIT
A
 TO STOCK
PURCHASE AGREEMENT
 DATED AS
OF MARCH 11, 2005
  DEFINITIONS





“Affiliate” means: (a) with
respect to a person, any member of such person’s family; (b) with respect to an
entity, any officer, director, stockholder or partner of or in such entity or of
or in any Affiliate of such entity; and (c) with respect to a person or entity,
any person or entity which directly or indirectly, through one or more
intermediaries, Controls, is Controlled by, or is under common Control with such
person or entity.




“Agreement” means this Stock
Purchase Agreement, including the Disclosure Schedule and all Exhibits
hereto.




“Assets” means assets of every
kind and everything that is or may be available for the payment of liabilities
(whether inchoate, tangible or intangible), including, without limitation, real
and personal property.




“Buyer” means RedRoller, Inc.,
a Delaware Corporation.




“Buyer Common Stock” has the
meaning specified in Section
2.1(a).




“Buyer Financial Statements”
has the meaning specified in Section 4.7.




“Certificate of Merger” has
the meaning specified in Section 1.2.




“Claims” means all demands,
claims, actions or causes of action, assessments, complaints, directives,
citations, information requests issued by government authority, legal
proceedings, orders, notices of potential responsibility, losses, damages
(including, without limitation, diminution in value), liabilities, sanctions,
costs and expenses, including, without limitation, interest, penalties and
attorneys’ and experts’ fees and disbursements.




“Closing” has the meaning
specified in Section 7.




“Closing Date” has the meaning specified inSection 7.




“Code” means the Internal
Revenue Code of 1986, as amended, and all Laws promulgated pursuant thereto or
in connection therewith.




“Company” means Taylor Systems
Engineering Corporation, a Michigan corporation.




“Confidential Information”
means all oral, written and electronic information furnished to the Receiving
Party or its representatives in whatever form by or on behalf of the Disclosing
Party and all notes, analyses, compilations, studies and other Documents,
whether prepared by the Disclosing Party or others, which contain or otherwise
reflect such information.







“Control” means possession,
directly or indirectly, of power to direct or cause the direction of management
or policies (whether through ownership of voting securities, by Agreement or
otherwise).




“Disclosing Party” has the
meaning specified in Section
8.1.




“Documents” means any paper or
other material (including, without limitation, computer storage media) on which
is recorded (by letters, numbers or other marks) information that may be
evidentially used, including, without limitation, legal opinions, mortgages,
indentures, notes, instruments, leases, Agreements, insurance policies, reports,
studies, financial statements (including, without limitation, the notes
thereto), other written financial information, schedules, certificates, charts,
maps, plans, photographs, letters, memoranda and all similar
materials.




“Effective Time” has the
meaning specified in Section
1.2.




“Encumbrance” means any
mortgage, lien, pledge, encumbrance, security interest, deed of trust, option,
encroachment, reservation, order, decree, judgment, condition, restriction,
charge, Agreement, claim or equity of any kind.




“Employment Agreement” has the meaning specified inSection 6.1(c).




“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended, and all Laws promulgated
pursuant thereto or in connection therewith.




“Exhibit” means an exhibit
attached to the Agreement.




“February Balance Sheet” has
the meaning specified in Section 3.3.




“Financial Statements” has the
meaning specified in Section
3.3.




“GAAP” means United States
generally accepted accounting principles in effect from time to
time.




“Governmental Entity” means
the government of any nation, state, city, locality or other political
subdivision of any thereof, and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government
or any international regulatory body having or asserting any jurisdiction of a
Person, its business or its property.




“Indemnity Claim” has the
meaning specified in Section
10.4(a).




“Laws” means all foreign,
federal, state and local statutes, laws, ordinances, regulations, rules,
resolutions, orders, determinations, writs, injunctions, awards (including,
without limitation, awards of any arbitrator), judgments and decrees applicable
to the specified persons or entities and to the businesses and Assets thereof
(including, without limitation, Laws relating to securities registration and
regulation; the sale, leasing, ownership or management of real property;
employment practices, terms and conditions, and wages and hours; building




A-2


standards,
land use and zoning; safety, health and fire prevention; and environmental
protection, including Environmental Laws).




“Material Adverse Effect”
means any material adverse change in or affecting (i) the business,
properties, assets, liabilities, operations, results of operations, management,
condition, financial or otherwise, of the Company, taken as a whole, or
(ii) the ability of the Company to consummate the transactions contemplated
by or to perform its obligations under this Agreement other than any effect
resulting from changes in general economic conditions.




“Merger” has the meaning
specified in Section
1.2.




“Merger Sub” means RedRoller
Merger Sub, Inc., a Michigan corporation.




“Merger Sub Common Stock” has
the meaning specified inSection 2.1(b).




“Net 2005 Distributions” has
the meaning specified in Section 9.4.




“Ordinary Course of Business”
means ordinary course of business consistent with past business practices of the
Company.




“Other Arrangement” means a
benefit program or practice providing for bonuses, incentive compensation,
deferred compensation, vacation pay, severance pay, insurance, restricted stock,
stock options, employee discounts, company cars, tuition reimbursement or any
other perquisite or benefit (including, without limitation, any fringe benefit
under Section 132 of the Code) to employees, officers or independent
contractors of the Company that is not a Plan.




“Owned Software” has the
meaning specified in Section
3.16.




“Party” means Shareholder, the
Company, Buyer and Merger Sub individually, and “Parties” means Shareholder,
the Company, Buyer and Merger Sub, collectively.




“Person” means any individual,
partnership, joint venture, corporation, trust, unincorporated organization,
government or department or agency of a government.




“Plan” means any plan, program
or arrangement, whether or not written, that is an “employee benefit plan” as
such term is defined in Section 3(3)of ERISA and
(a) which is established or maintained by the Company; (b) to which
the Company contributed or is obligated to contribute or to fund or provide
benefits; or (c) which provides or promises benefits to any person who
performs or who has performed services for the Company and because of those
services is (i) a participant therein or (ii) entitled to benefits
thereunder.




“Pre-Closing Distributions”
has the meaning specified in Section 9.4.




“Pre-Closing Monthly Financial
Statements” has the meaning specified in Section 9.3.




“Pre-Signing Distributions”
has the meaning specified in Section 9.4.




A-3


“Propriety Rights Agreement”
has the meaning specified in Section 3.12.




“Receiving Party” has the
meaning specified in Section
8.1.




“Schedule” means the
disclosure schedule identified as the Schedule to the Agreement.




“Section” means a Section (or
a subsection) of this Agreement.




“Securities” has the meaning specified inRecital
A.




“Securities Act” means the
Securities Act of 1933, as amended, and all rules and regulations promulgated
pursuant thereto or in connection therewith.




“Shareholder” means Mark A.
Taylor, an individual residing at the address set forth in the introductory
paragraph to this Agreement.




“Stockholders’ Agreement”
means the Stockholders’ Agreement dated as of the Closing Date by and among
Buyer, Robert J. Crowell, Sterling Pile, William J. Van Wyck and Shareholder,
attached hereto as Exhibit
B.




“Surviving Corporation” has
the meaning specified in Section 1.2.




“Tax Return” means any return,
report, statement, schedule, notice, form or other document or information filed
with or submitted to any government authority in connection with the
determination, assessment, collection, or payment of any Taxes.




“Taxes” means all federal,
state, local and foreign taxes (including, without limitation, income, profit,
franchise, sales, use, real property, personal property, ad valorem, excise,
employment, social security and wage withholding taxes) and installments of
estimated taxes, assessments, deficiencies, levies, imports, duties,
withholdings, or other similar charges of every kind, character or description
imposed by any governmental or quasi-governmental authorities, and any interest,
penalties or additions to tax imposed thereon or in connection
therewith.




“Third Party Software” has the meaning specified inSection 3.16(a).




“YTD Net
Income” has the meaning
specified inSection
9.4.




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