**EXHIBIT
        10.21**
  MTM
        TECHNOLOGIES, INC.
 2004
        EQUITY INCENTIVE PLAN
  Restricted
        Stock Unit Award Agreement
  MTM
        Technologies, Inc., a New York corporation formerly known as
        Micros-to-Mainframes, Inc. (the “Company”), pursuant to Section 4.1(f) of the
        Micros-to-Mainframes, Inc. 2004 Equity Incentive Plan (the “Plan”), has granted
        to ___________ (the “Grantee”) a total of ___________ restricted stock units
        (the “Units”) with respect to a total of ___________ shares (the “Shares”) of
        the common stock, par value $.001 per share (the “Common Stock”), of the
        Company, on the terms and conditions set forth herein and, in all respects,
        subject to the terms and conditions of the Plan. The date of grant of the
        Units
        is ___________ (the “Date of Grant”).
  Unless
        otherwise defined herein, capitalized terms defined in the Plan shall have
        the
        same defined meanings herein.
  **1.**
              **Units.**
  The
        Units
        represent the Grantee’s right to receive the Shares on the vesting date of the
        Units, subject to Grantee’s earlier forfeiture of the Units as provided herein
        or under the Plan.
  **2.**
              **Anti-Dilution
                  Provisions.**
  (a) If
        there
        is any stock dividend, stock split, or combination of shares of Common Stock,
        the number and amount of Shares then subject to the Units and the Acceleration
        Price (as defined herein) shall be proportionately and appropriately adjusted
        as
        determined by the Committee, whose determination shall be final, conclusive
        and
        binding upon Grantee and the Company.
  (b) If
        there
        is any other change in the Common Stock, including a recapitalization,
        reorganization, sale or exchange of assets, exchange of shares, offering
        of
        subscription rights, or a merger or consolidation, whether or not the Company
        is
        the surviving corporation, an adjustment, if any, shall be made in the number
        and kind of shares that may be subject to the Units as the Board or Committee
        may deem equitable, and whose determination shall be final, conclusive and
        binding upon Grantee and the Company. Failure of the Board or the Committee
        to
        provide for an adjustment pursuant to this Section 2(b) prior to the effective
        date of any Company action referred to herein shall be conclusive evidence
        that
        no adjustment is required in consequence of such action.
  **3.**
              **Non-Transferability.**
  The
        Units
        shall not be transferable by Grantee other than by will or by the laws of
        descent or distribution. The terms of this agreement shall be binding upon
        Grantee’s executors, administrators, heirs, successors and assigns.
  **4.**
              **Certain
                  Rights Not Conferred by
                  Units.**
  Grantee
        shall not, by virtue of holding the Units, be entitled to any rights of a
        shareholder of the Company, including the right to vote and to receive dividends
        and other distributions with respect to the Shares subject to the Units,
        until
        delivery to Grantee of certificates representing the Shares in satisfaction
        of
        the Units.
  **5.**
              **Expenses.**
  The
        Company shall pay all original issue and transfer taxes with respect to the
        issuance of the Shares pursuant hereto and all other fees and expenses
        necessarily incurred by the Company in connection therewith.
  **6.**
              **Vesting
                  of Units.**
  (a) Subject
        to Section 6(b) and 6(c), the Units shall vest in full upon the first to
        occur
        of (i) the fifth anniversary of the Date of Grant, or (ii) the end of the
        first
        sixty (60) day trading period ending on or after the Date of Grant during
        which
        the Fair Market Value of the Common Stock is $10 per share (the “Acceleration
        Price”) or greater on any thirty consecutive or nonconsecutive trading days,
        provided that vesting under this (ii) shall not occur prior to the first
        anniversary date of the Date of Grant.
  (b) Notwithstanding
        the vesting schedule set forth in paragraph (a) of this Section 6, the Units
        shall vest in the event of either (i) the termination of Grantee’s employment by
        the Company for any reason other than termination by the Company for “cause” or
        (ii) termination of Grantee’s employment by Grantee for “good reason,” as such
        terms are defined in the Severance Letter, dated ________ (the
“Severance Letter”), between the Company and Grantee, as in effect on the Date
        of Grant without giving effect to any termination, amendment or modification
        of
        the Severance Letter after the Date of Grant that may affect the definitions
        of
“cause” and/or “good reason” contained in the Severance Letter.
  
  (c) In
        the
        event of (x) Grantee’s termination for “cause” (as defined in the Severance
        Letter as in effect on the Date of Grant without giving effect to any
        termination, amendment or modification of the Severance Letter after the
        Date of
        Grant that may affect the definition of “cause” contained in the Severance
        Letter), (y) Grantee’s voluntary termination of Grantee’s employment other than
        for “good reason” (as defined in the Severance Letter as in effect on the Date
        of Grant without giving effect to any termination, amendment or modification
        of
        the Severance Letter after the Date of Grant that may affect the definition
        of
“good reason” contained in the Severance Letter) or (z) Grantee’s death or
        Disability, in each such case, Grantee shall forfeit the Units upon termination
        or death or Disability, as the case may be, if such event occurred prior
        to
        vesting of the Units.
  **7.**
              **Delivery
                  of Shares.**
  (a) Upon
        vesting of the Units pursuant to Section 6 and subject to Section 7(b), the
        Company shall register the Shares subject to the Units in the name of Grantee
        and shall deliver certificates for such Shares, free of all restrictions,
        except
        any restrictions that may be imposed by law, to Grantee; provided that subject
        to applicable law, including without limitation Section 409A of the Internal
        Revenue Code of 1986, as amended, and the regulations
        thereunder, Grantee may elect to defer the receipt of the Shares pursuant
        to procedures established by the Company; provided that such Grantee deferral
        election will not result in adverse federal income tax consequences
        to the Company.
 
 (b) The
        Company shall deliver no Shares pursuant to Section 7(a) until all laws,
        rules
        and regulations which the Committee may deem applicable have been complied
        with.
  (c) Grantee
        shall not be considered a record holder of the Shares for any purpose until
        the
        date on which Grantee is actually recorded as the holder of such Shares in
        the
        records of the Company.
  **8.**
              **Acceptance
                  of the Terms and Conditions of the
                  Plan.**
  The
        acceptance by Grantee of this Restricted Stock Unit Award Agreement and the
        Units shall constitute the acceptance of and agreement to all of the terms
        and
        conditions contained herein and in the Plan.
  **9.**
              **Continued
                  Employment.**
  Nothing
        herein shall be deemed to create any employment or guaranty of continued
        employment or limit in any way the Company’s right to terminate Grantee’s
        employment at any time.
  **10.**
              **Applicable
                  Law.**
  The
        validity, construction, interpretation, administration and effect of this
        Restricted Stock Unit Award Agreement, and of the rules, regulations and
        rights
        under the Plan relating to this agreement, shall be governed by the substantive
        laws, but not the choice of law rules, of the State of New
        York.
  
  **MTM
                  Technologies, Inc.**By:Name:Title:
 
 **GRANTEE
        ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS RESTRICTED STOCK UNIT AWARD
        AGREEMENT, NOR IN THE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL
        CONFER UPON GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT
        BY THE
        COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH GRANTEE’S RIGHT OR THE COMPANY’S
        RIGHT TO TERMINATE EMPLOYMENT AT ANY TIME, WITH OR WITHOUT
        CAUSE.**
  Grantee
        acknowledges receipt of a copy of the Plan and certain information related
        thereto and represents that Grantee is familiar with the terms and provisions
        thereof, and hereby accepts the Units subject to all of the terms and provisions
        thereof. Grantee has reviewed the Plan and this agreement in their entirety,
        has
        had an opportunity to obtain the advice of counsel prior to executing this
        agreement and fully understands all of the terms and provisions of the Units
        and
        this agreement. Grantee hereby agrees to accept as binding, conclusive and
        final
        all decisions or interpretations of the Committee upon any questions arising
        under the Plan. Grantee further agrees to notify the Company upon any change
        in
        the residence address indicated below.
  Accepted
        and agreed by Grantee
 as
        of the
        Date of Grant:
  By:Name:Address:




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