**EXHIBIT
        10.12**




**WAIVER,** dated
      as
      of June 26, 2006 (“Waiver”), 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 (California), Inc.,
      a
      Delaware corporation ("MTM-CA"), MTM Technologies (TEXAS), Inc., a Delaware
      corporation ("MTM-TX"), 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-CA, MTM-TX, 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. Terms
      which
      are capitalized in this Waiver and not otherwise defined shall have the meanings
      ascribed to such terms in the Credit Agreement.




**WHEREAS** ,
      the
      Borrowers have requested that the Investment Manager and the Lender (i) waive
      as
      an Event of Default the violation by the Borrowers of the financial covenant
      contained in Section 6.3(b) of the Credit Agreement (the “Consolidated Fixed
      Charge Coverage Ratio”) for the period of four fiscal quarters ending on March
      31, 2006, and (ii) waive compliance by the Borrowers with the Consolidated
      Fixed
      Charge Coverage Ratio until the end of the four fiscal quarters ending on June
      30, 2007, and the Investment Manager and the Lender has agreed to the foregoing
      request on the terms contained in this Waiver;




**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.** **Waiver** **.**




(a) The
      Borrowers have advised the Investment Manager and the Lender that MTM has
      maintained a Consolidated Fixed Charge Coverage Ratio for the period of four
      fiscal quarters ended on March 31, 2006 of .57 to 1.00, in violation of Section
      6.3 (b) of the Credit Agreement, which requires MTM to maintain a Consolidated
      Fixed Charge Coverage Ratio for such period of not less than .90 to 1.00. Such
      violation constitutes an Event of Default under Section 7.1(c) of the Credit
      Agreement. The Investment Manager and the Lender hereby waive such violation
      as
      an Event of Default.




(b) The
      Borrowers have requested that the Investment Manager and the Lender waive
      compliance by the Borrowers with the provisions of Section 6.3(b) and the
      Consolidated Fixed Charge Coverage Ratio until the end of the four fiscal
      quarters ending on June 30, 2007. The Investment Manager and the Lender hereby
      waive compliance by the Borrowers with the provisions of Section 6.3(b) and
      the
      Consolidated Fixed Charge Coverage Ratio until the end of the four fiscal
      quarters ending on June 30, 2007.




(c) Notwithstanding
      the foregoing waivers, nothing contained herein shall constitute a waiver by
      the
      Investment Manager or the Lender of any other Event of Default, whether or
      not
      they have any knowledge thereof, nor shall anything contained herein constitute
      a waiver of any future Event of Default whatsoever, except to the extend
      provided for in Section 1(b) above.




**Section
      Two.** **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 Waiver, the Borrowers,
      jointly and severally, represent and warrant to the Investment Manager and
      the
      Lender that except for the Event of Default set forth in Section One (a) hereof
      , no other Event of Default has occurred.




(c) This
      Waiver 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
      Waiver 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.







**IN
      WITNESS WHEREOF,** the
      parties to this Waiver 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 ManagerBy:
            /s/
            Jason
                CristName:
            
            Jason
                CristTitle:
            Managing
                Director**NATIONAL
                ELECTRICAL BENEFIT FUND,**
              as
                Lender
              By:
                Columbia Partners, L.L.C.
              Investment
                Management, its Authorized SignatoryBy:
            /s/
            Jason
                CristName:
            
            Jason
                CristTitle:
            Managing
                Director












**MTM
                TECHNOLOGIES, INC.,**
              for
                itself and as Borrowing Agent, and as successor by merger with each
                of MTM
                Technologies (California), Inc., and MTM Technologies (Texas),
                Inc.By:
            /s/
                Michael El-HillowName:
            Michael
                El-HillowTitle:
            Senior
                Vice President and Chief Financial Office**MTM
                TECHNOLOGIES (US), INC.**By:
            /s/
                Michael El-HillowName:
            Michael
                El-HillowTitle:
            Senior
                Vice President and Chief Financial Office**INFO
                SYSTEMS, INC.**By:
            /s/
                Michael El-HillowName:
            Michael
                El-HillowTitle:
            Senior
                Vice President and Chief Financial Office**MTM
                MASSACHUSETTS, LLC**By:
            /s/
                Michael El-HillowName:
            Michael
                El-HillowTitle:
            Senior
                Vice President and Chief Financial
                Office





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