exh10_16.htm


    Exhibit
10.16

     

    
      AMENDMENT No. 5, dated as of
June 17, 2008 (“Amendment”), executed
in connection with the Credit Agreement, dated as of November 23, 2005, and
entered into by and among MTM Technologies, Inc., a New York corporation ("MTM"), MTM
Technologies (US), Inc., a Delaware corporation ("MTM-US"), MTM
Technologies (Massachusetts), LLC, a Delaware limited liability company ("MTM-MA") and Info
Systems, Inc., a Delaware corporation ("ISI", MTM, MTM-US,
MTM-MA and ISI being collectively, the "Borrowers" and each a
"Borrower");
Columbia Partners, L.L.C. Investment Management, as Investment Manager; and
National Electrical Benefit Fund, as Lender (as amended or modified, the “Credit
Agreement”).  Terms which are capitalized in this Amendment and
not otherwise defined shall have the meanings ascribed to such terms in the
Credit Agreement..

       

      WHEREAS, the Borrowers have
requested that (i) the Lender make an additional advance to the Borrowers under
the Credit Agreement in an amount equal to Three Million Dollars ($3,000,000)
(the “Additional
Advance”), and (ii) Investment Manager and Lender consent to and approve
the incurrence by MTM of certain unsecured subordinated indebtedness to
Constellation Venture Capital II, L.P., CVC II Partners, LLC, The BSC Employee
Fund VI, L.P. and/or Constellation Venture Capital Offshore II, L.P., in the aggregate principal
amount up to $500,000, and the issuance of warrants in connection therewith
(collectively, the “Constellation Debt”),
and waive certain terms of the Credit Agreement in relation to such request for
consent;

       

      WHEREAS, the Lender is willing
to make such Additional Advance, and the Investment Manager and the Lender are
willing to consent to the incurrence of the Constellation Debt; but only on the
condition that the Credit Agreement be amended as set forth in this
Amendment.

       

      WHEREAS, the Borrowers are
willing to amend the Credit Agreement as set forth in this Amendment in order to
induce the Lender to make the Additional Advance and to induce the Investment
Manager and the Lender to consent to the incurrence of the Constellation
Debt.

       

      NOW, THEREFORE, in
consideration of the mutual promises contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

       

      Section One.  Consent
and Waiver.   At the request of Borrowers, each of
Investment Manager and Lender hereby (a) consents to and approves of the
incurrence by MTM of the Constellation Debt, on terms and conditions
substantially as set forth in the Subordinated Promissory Notes attached hereto
as Schedule I
(collectively, the “Constellation Notes”)
and the warrants to purchase stock as set forth in the Constellation Notes, to
fund working capital needs of the Borrower, (b) agrees that the subordination
terms set forth in the Constellation Notes shall satisfy the requirement for a
subordination agreement, and (c) consents to and approves of payments being made
under the Constellation Notes in accordance with the subordination terms set
forth therein.

       

      Section Two. 
Additional
Advance under Credit Agreement. Subject to the terms and
conditions of this Amendment and the Credit Agreement, and in reliance upon the
representations and warranties set forth herein, the Lender shall make the
Additional Advance upon receipt by Investment Manager on the date hereof of an
amended and restated secured

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      promissory
note in the form attached hereto as Schedule II, which
note shall be payable to the order of Lender in the aggregate principal amount
of Twenty Eight Million Dollars ($28,000,000) (the “Amended
Note”).  Thereafter, all references to the “Note” set forth in
the Credit Agreement and the other Loan Documents shall be deemed to refer to
the Amended Note.

       

      Section Three. 
Amendments
to Credit Agreement. 

       

      (a)         Section
1.4 of the Credit Agreement is deleted in its entirety, and following is
substituted in lieu thereof:

       

      “1.4  Payment
Premium.  Upon the occurrence of the Maturity Date, an
acceleration of the Loan due to an Event of Default, a Change of Control, a
Liquidity Event, a Partial Liquidity Event or a voluntary prepayment pursuant to
Section 1.8(a),
Borrowers shall pay to Investment Manager, for the benefit of Lender, in
addition to all other amounts due hereunder, a payment premium (the “Payment Premium”) equal
to  the amount required to provide the Lender with an IRR during such
time period of fifteen percent (15%) per annum, except during any period in
which an Event of Default shall have occurred and be continuing, in which case
the IRR for such period shall be adjusted to seventeen percent (17%) per annum,
all in accordance with the calculation examples set forth on Exhibit
1.4.  Notwithstanding anything to the contrary contained
herein, in the event of a voluntary partial prepayment made pursuant to Section 1.8(a) or mandatory
partial prepayment made in the event of a Liquidity Event or a Partial Liquidity
Event pursuant to Section
1.8(b)(ii), the Payment Premium shall be calculated assuming the payment
of all outstanding principal and accrued and unpaid interest, whether or not
such amounts are actually paid in connection with the subject
prepayment.”

       

      For
purposes of clarification, the percentages set forth in this clause shall be
deemed to have been in effect at all times from and after the Closing
Date.

       

      (b)          
A new Section 4.15 hereby added to the Credit Agreement which reads as
follows:

       

      “4.15  “Board Information and Observer
Rights.  The following rights shall be in addition to, and
nothing in this Agreement shall be deemed to limit, any other rights that Lender
may hold as a stockholder of any Borrower or otherwise.

       

      (a) At all
times while any Obligations remain outstanding, Borrowers shall send to Lender’s
designated representative, in the ordinary course of business, copies of all
information and other materials that are distributed to the Board of Directors
of each Borrower and all Subsidiaries of each Borrower, if any (collectively,
the “Respective
Boards”).

       

      (b) At all
times while any Obligations remain outstanding, Lender shall have the right to
have one representative present (whether in person, via teleconference or
videoconference) in an observer capacity at all meetings (whether in person, via
teleconference or videoconference) of the Respective
Boards.  Borrowers shall send to such representative all of the
notices, information and other materials that are distributed to the directors
on the Respective

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Boards
and shall provide Lender’s representative with a notice and agenda of each
meeting of the Respective Boards, all at the same time and in the same manner as
such notices, agenda, information and other materials are provided to the
directors on the Respective Boards.  Lender shall provide notice to
the Borrowers of the identity and address of, or any change with respect to the
identity or address of, such representative.”

       

      (c)           Section
6.3(b) of the Credit Agreement is deleted in its entirety, and following is
substituted in lieu thereof:

       

      “(b)    Minimum
EBITDA.  Each Borrower covenants that as of the last day of
each fiscal quarter, for the fiscal quarter then ended, Borrowers’ EBITDA shall
not be less than the amounts set forth in the table below:

      


      
        	
                The
      Fiscal Quarter Ending On:

              	
                Minimum
      EBITDA

              
	
                September
      30, 2007

              	
                $720,000

              
	
                December
      31, 2007

              	
                $1,584,000

              
	
                March
      31, 2008

              	
                $396,000

              
	
                June
      30, 2008

              	
                $(300,000)

              
	
                September
      30, 2008

              	
                $1,800,000

              
	
                December
      31, 2008

              	
                $1,800,000

              
	
                March
      31, 2009

              	
                $1,800,000

              
	
                June
      30, 2009

              	
                $1,800,000

              


      

      


       

      (d)           Section
6.3(d) of the Credit Agreement is deleted in its entirety, and following is
substituted in lieu thereof:

      


      “(d)    Excess Cash/Marketable Securities
plus Availability.  Each Borrower covenants that on the last
day of each calendar month that the sum of (A) the amount of cash or marketable
securities permitted by Section 14.1.4 of the GE Financing Agreement, plus (B)
the difference between (i) the Borrowing Base (as defined in the GE Financing
Agreement) on such date, minus (ii) the sum of (a) the Swingline Loan (as
defined in the GE Financing Agreement), (b) the Floorplan Shortfall (as defined
in the GE Financing Agreement), (c) the Letter of Credit Exposure (as defined in
the GE Financing Agreement) on such date (except to the extent that a Revolving
Loan Advance (as defined in the GE Financing Agreement) will be used immediately
to reimburse Letter of Credit Issuer (as defined in the GE Financing Agreement)
for unreimbursed draws on a Letter of Credit (as defined in the GE Financing
Agreement)), (d) without duplication, the outstanding Aggregate Revolving Loans
(as defined in the GE Financing Agreement), (e) the amount of the Other Creditor
Indebtedness (as defined in the GE Financing Agreement) (unless an intercreditor
agreement in form and substance satisfactory to GE has been executed between GE
and the holder of

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      such
Other Creditor Indebtedness), and (f) the amount of Bid Bonds (as defined in the
GE Financing Agreement), shall be greater than or equal to $1,350,000; provided
however, for the June 30, 2008, July 31, 2008 and August 31, 2008 calculation
dates, the foregoing amount shall be $675,000.”

      


      (e)           Exhibit
1.4 of the Credit Agreement is deleted in its entirety and the attached exhibit
entitled “Exhibit 1.4 (Amended)” is substituted in lieu thereof.

      


      Section Four. 
Release
of Claims.  To induce the
Investment Manager and the Lender to enter into this Amendment, each of the
Borrowers hereby agrees as follows:

       

      (a)           each
Borrower hereby represents and warrants that there are no known claims, causes
of action, suits, debts, liens, obligations, liabilities, demands, losses, costs
and expenses (including attorneys' fees) of any kind, character or nature
whatsoever, fixed or contingent, which such Borrower may have or claims to have
against Investment Manager or Lender, existing or occurring on or prior to the
date of this Amendment, arising from or in connection with the Credit Agreement
or any of the Loan Documents.

       

      (b)           each
Borrower hereby releases, waives and forever discharges and relieves Investment
Manager and Lender and all their respective parents, subsidiaries and affiliates
and the officers, directors, agents, attorneys and employees of each of the
foregoing (hereinafter “Releasees”) from any
and all claims, liabilities, demands, actions, suits, covenants, losses, costs,
offsets and defenses of any nature and kind whatsoever, whether at law or equity
of otherwise, whether known or unknown, which such Borrower ever had, now has,
or have been caused by any act of commission or omission of Investment Manager
or Lender, existing or occurring on or prior to the date of this Agreement,
against or related to the Releasees, arising from or in connection with the
Credit Agreement or any of the Loan Documents.

       

      Section Five. 
Representations
and Warranties.  To induce the
Investment Manager and the Lender to enter into this Amendment, each of the
Borrowers hereby warrants and represents to the Investment Manager and the
Lenders as follows:

       

      (a)           all
of the representations and warranties contained in the Credit Agreement and each
other Loan Document to which such Borrower is a party continue to be true and
correct in all material respects as of the date hereof, as if repeated as of the
date hereof, and (ii) to the extent of changes resulting from transactions
expressly permitted by the Credit Agreement, this Amendment or any of the other
Loan Documents, or to the extent that such representations and warranties are
expressly made only as of an earlier date;

       

      (b)           the
execution, delivery and performance of this Amendment by such Borrower is within
its corporate powers, has been duly authorized by all necessary corporate
action, and such Borrower has received all necessary consents and approvals, if
any are required, for the execution and delivery of this Amendment;

       

      (c)           upon
the execution of this Amendment, this Amendment shall constitute the legal,
valid and binding obligation of such Borrower, enforceable against such Borrower
in accordance

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      with its
terms, except as such enforceability may be limited by (i) bankruptcy,
insolvency or similar laws affecting creditors’ rights generally and (ii)
general principles of equity; and

       

      (d)           neither
the execution and delivery of this Amendment, nor the consummation of the
transactions herein contemplated, nor compliance with the provisions hereof will
(i) violate any law or regulation applicable to any Borrower, (ii) cause a
violation by any Borrower of any order or decree of any court or government
instrumentality applicable to it, (iii) conflict with, or result in the breach
of, or constitute a default under, any indenture, mortgage, deed of trust, or
other material agreement or material instrument to which any Borrower is a party
or by which it may be bound, (iv) result in the creation or imposition of any
lien, charge, or encumbrance upon any of the property of any Borrower, except in
favor of the Investment Manager and the Lender, to secure the Obligations, (v)
violate any provision of the Certificate of Incorporation, By-Laws or any
capital stock provisions of any Borrower, or (vi) be reasonably likely to have a
Material Adverse Effect.

       

      Section Six. 
General
Provisions.

       

      (a) Except as
herein expressly amended, the Credit Agreement and all other agreements,
documents, instruments and certificates executed in connection therewith, are
ratified and confirmed in all respects and shall remain in full force and effect
in accordance with their respective terms.

       

      (b) To induce
the Investment Manager and the Lender to enter into this Amendment, the
Borrowers, jointly and severally, represent and warrant to the Investment
Manager and the Lender that no Event of Default has occurred.

       

      (c) This
Amendment embodies the entire agreement between the parties hereto with respect
to the subject matter hereof and supercedes all prior agreements, commitments,
arrangements, negotiations or understandings, whether written or oral, of the
parties with respect thereto.

       

      (d) This
Amendment shall be governed by and construed in accordance with the internal
laws of the State of New York, without regard to the conflicts of law principles
thereof.

       

      (e)           The
effectiveness of this Amendment is conditioned on receipt by Investment Manager
of each of the following:  (i) this Amendment and the Amended Note,
each duly executed by the Borrowers, (ii) a consent from GE Commercial
Distribution Finance Corporation in form and substance reasonably acceptable to
Investment Manager, (iii) payment of a one-time fee in the amount of $60,000 in
respect of the Additional Advance, which fee shall be fully earned when paid and
shall be in addition to, and not in lieu of, any other fees payable under the
Credit Agreement or any of the  other Loan Documents, and (iv) payment
of all fees and expenses which are due and payable pursuant to Section 1.6 of
the Credit Agreement.

      


       

      [Signature
Pages Follow]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      IN WITNESS WHEREOF, the
parties to this Amendment have signed below to indicate their agreement with the
foregoing and their intent to be bound thereby.

      
        


        
          	 
      	
                  COLUMBIA
      PARTNERS, L.L.C.

                  INVESTMENT
      MANAGEMENT,

                  as
      Investment Manager

                


        

        
 

        
          	 
      	
                  By:

                	/s/
      Jason Crist  	 
      


        

        
          	 
      	
                  Name:

                	Jason
      Crist
	 
      	
                  Title:

                	Managing
      Director


        

        


        


        
          	 
      	
                  NATIONAL
      ELECTRICAL BENEFIT FUND,

                  as
      Lender

                  By:  Columbia
      Partners, L.L.C.

                  Investment
      Management, its Authorized
Signatory

                


        

        
 

        
          	 
      	
                  By:

                	/s/
      Jason Crist  	 
      


        

        
          	 
      	
                  Name:

                	Jason
      Crist  
	 
      	
                  Title:

                	Managing
      Director


        

        


      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          


          
            	 
      	
                    MTM
      TECHNOLOGIES, INC.,

                    for
      itself and as Borrowing Agent

                  


          

          
 

          
            	 
      	
                    By:

                  	/s/
      J.W. Braukman, III	 
      


          

          
            	 
      	
                    Name:

                  	
                    J.W.
      Braukman III

                  
	 
      	
                    Title:

                  	
                    Senior
      Vice President and

                    Chief
      Financial Officer

                  


          

          


          


          
            	 
      	
                    MTM
      TECHNOLOGIES (US), INC.

                  


          

          
 

          
            	 
      	
                    By:

                  	/s/
      J.W. Braukman, III	 
      


          

          
            	 
      	
                    Name:

                  	
                    J.W.
      Braukman III

                  
	 
      	
                    Title:

                  	
                    Senior
      Vice President and

                    Chief
      Financial Officer

                  


          

           

           

          
            	 
      	
                    INFO
      SYSTEMS, INC.

                  


          

          
 

          
            	 
      	
                    By:

                  	/s/
      J.W. Braukman, III	 
      


          

          
            	 
      	
                    Name:

                  	
                    J.W.
      Braukman III

                  
	 
      	
                    Title:

                  	
                    Senior
      Vice President and

                    Chief
      Financial Officer

                  


          

           

           

          
            	 
      	
                    MTM
      TECHNOLOGIES (MASSACHUSETTS), LLC

                  


          

           

           

          
            	 
      	
                    By:

                  	/s/
      J.W. Braukman, III	 
      


          

          
            	 
      	
                    Name:

                  	
                    J.W.
      Braukman III

                  
	 
      	
                    Title:

                  	
                    Senior
      Vice President and

                    Chief
      Financial Officer

                  


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Schedule
I

      


      Constellation
Notes

       

      *
Attached as Exhibits 10.9 – 10.12 to this
Form 8-K

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Schedule
II

      


      Amended
Note

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        THIS
INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF
AUGUST 17, 2007, AS THE SAME MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED
FROM TIME TO TIME, IN FAVOR OF GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION,
AS AGENT FOR CERTAIN LENDERS, WHICH AGREEMENT IS INCORPORATED HEREIN BY
REFERENCE.  NOTWITHSTANDING ANY STATEMENT TO THE CONTRARY CONTAINED IN
THIS INSTRUMENT, NO PAYMENT OR PREPAYMENT OF ANY NATURE ON ACCOUNT OF THE
OBLIGATIONS HEREUNDER, WHETHER OF PRINCIPAL, INTEREST OR PREMIUM, SHALL BE MADE,
PAID, RECEIVED OR ACCEPTED, AND NO REMEDIES SHALL BE PURSUED, EXCEPT IN
ACCORDANCE WITH THE TERMS OF SUCH AGREEMENT.

        


        AMENDED
AND RESTATED SECURED PROMISSORY NOTE

         

        
          	
                  $28,000,000

                	
                  June
      17, 2008

                


        

        


        For Value
Received, the undersigned, MTM
Technologies, Inc., a
New York corporation (“MTM”), MTM
Technologies (US), Inc., a Delaware corporation (“MTM-US”), MTM
Technologies (Massachusetts), LLC, a Delaware limited liability company
(“MTM-MA”) and Info
Systems, Inc., a Delaware corporation (“ISI”, MTM, MTM-US, MTM-MA and
ISI are collectively, the “Borrowers” and each a “Borrower”), jointly and
severally promise to pay to the order of National Electrical Benefit Fund (“Lender”) or its permitted
assigns, in lawful money of the United States of America and in immediately
available funds, the principal sum of Twenty-Eight Million Dollars ($28,000,000),
together with interest thereon as set out herein, at its offices or such other
place as Lender may designate in writing.

         

        This
Amended and Restated Secured Promissory Note (this “Note”)
amends and restates, in its entirety, that certain Secured Promissory Note dated
November 23, 2005 which was issued by the Borrowers in favor of the Lender in
the original principal amount of $25,000,000 (the “Original
Note”).  This Note shall not constitute a novation of the Original
Note, or an accord and satisfaction of the obligations of the Borrowers
evidenced thereby. The Original Note is being amended and restated hereby in
consideration for the Lender’s agreement to extend additional monies to the
Borrowers.

         

        1.      Credit
Agreement.  This Note is subject to the terms of a certain
Credit Agreement dated as of November 23, 2005, by and among Borrowers, Lender
and certain other parties named therein (as amended, restated, modified or
supplemented from time to time, the “Credit
Agreement”).  Lender is entitled to the benefits of the Credit
Agreement and all of the exhibits thereto, and reference is made thereto for a
description of all rights and remedies thereunder.  Neither reference
to the Credit Agreement, nor any provision thereof or security for the other
obligations evidenced hereby, shall affect or impair the absolute and
unconditional, joint and several, obligations of Borrowers to pay the principal
amount hereof, together with all interest accrued thereon, any applicable
Payment Premium (as defined in the Credit Agreement) and expenses, when
due.  Capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Credit Agreement.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        2.      Interest Rate; Payment Premium
Payments; Prepayments.

         

        2.1           From
the date of disbursement of funds until such time as all principal, interest and
other amounts outstanding hereunder are unconditionally and irrevocably paid and
performed in full, interest shall accrue on the unpaid principal amount at the
rate specified in Section 1.3 of the Credit Agreement.  Upon any
payment or prepayment of any or all of the principal due hereunder, a Payment
Premium shall also be due and payable pursuant to Section 1.4 of the Credit
Agreement.  Payments of interest, principal, any applicable Payment
Premium and any prepayments hereunder shall be made in accordance with the
Credit Agreement.

         

        2.2           Other Payment
Provisions.  Borrowers shall make each payment hereunder not
later than 2:00 P.M. (Eastern time) on the day when due, without offset, in
lawful money of the United States of America to Investment Manager, for the
benefit of Lender, in same day funds at Investment Manager’s offices or pursuant
to a wire transfer to Lender’s designated bank account, which shall initially
be: Federal Reserve
Bank of Boston, ABA No.: 011001234, Credit DDA A/C No.: 108111, Further Credit
A/C No.: A/C IBWF 0003 MELLON, Contact: Lacy Meybohm, tel: 617-382-9254,
Reference: MTM Loan.  All payments will be applied in
accordance with the terms of the Credit Agreement.  If the date for
any payment or prepayment hereunder falls on a day which is not a Business Day,
then for all purposes of this Note the same shall be deemed to have fallen on
the next following Business Day, and such extension of time shall in such case
be included in the computation of payments of interest.

         

        3.      Maturity Date.  All
of the amounts due hereunder including the entire principal amount
then-outstanding, all accrued and unpaid interest thereon and all other
Obligations and any applicable Payment Premium, shall be due and payable on
November 23, 2010 (the “Maturity Date”) or such
earlier date as such maturity may be accelerated pursuant to the terms hereof
and as provided in the Credit Agreement.

         

        4.      Collateral. This Note is secured by
the Collateral under the terms of the Security Agreement and the other
Collateral Documents.

         

        5.      Assignment. There shall be no
assignment or transfer of this Note or any Borrower’s obligations hereunder
except as set forth in the Credit Agreement, and any purported assignment or
transfer in contravention thereof shall be invalid.  Lender may assign
its rights hereunder in accordance with the terms of the Credit Agreement,
including, without limitation, in connection with a syndication, participation
or securitization.

         

        6.      Default and
Remedies.  The occurrence of an Event of Default under the
Credit Agreement (which has not been waived by the Investment Manager and the
Lender) shall constitute a default hereunder and shall entitle Lender and
Investment Manager to exercise the rights and remedies specified in the Credit
Agreement and the various Loan Documents, as well as those

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        available
at law or in equity.  These rights and remedies include, but are not
limited to, the right to accelerate the maturity of this Note and to sell or
otherwise dispose of any or all of the Collateral by public or private sale; in
each case, subject to and in accordance with the Credit Agreement and the other
Loan Documents.

         

        7.      Miscellaneous.

         

        7.1           No Usury.  This Note
is subject to the express condition that at no time shall any Borrower be
obligated or required to pay interest hereunder at a rate which could subject
Lender to either civil or criminal liability as a result of being in excess of
the maximum rate which borrowers are permitted by law to contract or agree to
pay.  If, by the terms of this Note, any Borrower is at any time
required or obligated to pay interest at a rate in excess of such maximum rate,
the rate of interest hereunder shall be deemed to be immediately reduced to such
maximum rate and interest payable hereunder shall be computed at such maximum
rate and the portion of all prior interest payments in excess of such maximum
rate shall be applied and shall be deemed to have been payments in reduction of
the principal balance of this Note.

         

        7.2           Controlling
Law.  This Note shall be construed in accordance with and
governed by the laws of the State of New York, without regard to its principles
of conflicts of law.  Venue for any adjudication hereof shall be only
in the courts of the State of New York, the jurisdiction of such courts each
Borrower hereby consents to as the agreement of the parties, as not inconvenient
and as not subject to review by any court other than such courts in the State of
New York.  Each Borrower intends that the courts of the jurisdiction
in which such Borrower is incorporated  and conducts business should
afford full faith and credit to any judgment rendered by a court of the State of
New York against such Borrower, and should hold that the State of New York
courts have jurisdiction to enter a valid, in personam judgment against
such Borrower.  Each Borrower agrees that service of any summons or
complaint, and other process which may be served in any action, may be made by
mailing via registered mail or delivering a copy of such process to such
Borrower, and each Borrower hereby agrees that this submission to jurisdiction
and consent to service of process are reasonable and made for the express
benefit of Lender and Investment Manager.

         

        7.3           Waiver of Notice and
Presentment.  Each Borrower hereby waives presentment, demand,
notice, protest, stay of execution, and all other defenses to payment generally,
in each case to the extent permitted or not otherwise prohibited by applicable
law, assents to the terms hereof, and agrees that any renewal, extension, or
postponement of the time for payment or any other indulgence or any
substitution, exchange, or release of collateral may be affected without notice
to and without releasing any Borrower from any liability hereunder.

         

        7.4           No Rescission Right or
Set-Off.  This Note is not subject to any valid right of
rescission, set-off, abatement, diminution, counterclaim or defense as against
Lender or Investment Manager, including the defense of usury, in each case to
the extent permitted or not otherwise prohibited by applicable law, and the
operation of any of the terms of the loan, or the exercise of any right
thereunder, will not render this Note unenforceable, in whole or in part, or
subject to any right

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        of
rescission, set-off, abatement, diminution, counterclaim or defense, including
the defense of usury, in each case to the extent permitted or not otherwise
prohibited by applicable law, and Lender has not taken any action which would
give rise to the assertion of any of the foregoing and no such right of
rescission, set-off, abatement, diminution, counterclaim or defense, including
the defense of usury, has been asserted with respect thereto.

         

        7.5           Severability.  The
invalidity, illegality, or unenforceability in any jurisdiction of any provision
under this Note shall not affect or impair the remaining provisions in this
Note.  Furthermore, in lieu of any such provision, there shall be
added automatically as part of the applicable agreement a legal and enforceable
provision as similar in terms to such provision as may be possible.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        In Witness
Whereof, the
undersigned has duly caused this Note to be executed and its seal, if any,
affixed as of the date first set forth above.

        
          

            
              	 
      	
                      MTM
      TECHNOLOGIES, INC.,

                      a
      New York corporation

                       

                    
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      
	 
      	 
      	 
      
	 
      	
                      MTM
      TECHNOLOGIES, (US), INC.,

                      a
      Delaware corporation

                       

                    
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      
	 
      	 
      	 
      
	 
      	
                      INFO
      SYSTEMS, INC.,

                      a
      Delaware corporation

                       

                    
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      
	 
      	 
      	 
      
	 
      	
                      MTM
      TECHNOLOGIES (MASSACHUSETTS), LLC,

                      a
      Delaware limited liability company

                       

                    
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      


            

          

        

         

        Accepted:

         

        
          	
                  NATIONAL
      ELECTRICAL BENEFIT FUND,

                  as
      Lender

                  By:  Columbia
      Partners, L.L.C.

                  Investment
      Management, its Authorized Signatory

                   

                   

                
	
                  By:

                	 
      
	
                  Name:

                  Title:

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Exhibit
1.4 (Amended)