**EXHIBIT
        10.20**
 
 MTM
        TECHNOLOGIES, INC.
 2004
        EQUITY INCENTIVE PLAN
 
 STOCK
        OPTION AWARD AGREEMENT
 
 MTM
        Technologies, Inc., a New York corporation formerly known as
        Micros-to-Mainframes, Inc. (the "Company"), pursuant to the
        Micros-to-Mainframes, Inc. 2004 Equity Incentive Plan (the "Plan"), has granted
        to _________________ (the
        "Optionee") a stock option (the "Option") to purchase a total of __________ shares
        (the "Shares") of the common stock, par value $.01 per share (the "Common
        Stock"), of the Company, at the exercise price of $ __________ per
        Share (the "Exercise Price"), 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 Option is _________________ (the
        "Date of Grant"). The Option is intended to be an incentive stock option
        ("ISO")
        within the meaning of Section 422 of the Internal Revenue Code of 1986, as
        amended (the "Code"); provided, however, to the extent that the aggregate
        fair
        market value of the Common Stock with respect to which ISO's are exercisable
        for
        the first time by Optionee during any calendar year under all plans of the
        Company and its Parent and all subsidiaries exceed $100,000, only that portion
        of the Option in excess of such $100,000 limitation shall be treated as an
        option that does not qualify as an ISO under the Code. Unless otherwise defined
        herein, capitalized terms defined in the Plan shall have the same defined
        meanings herein.
 
 **1.
        Duration.**
 
 Subject
        to the earlier termination as provided herein or under the Plan, the Option
        shall expire at the close of business on ____________ (the
“Termination Date”).
 
 **2.
        Written Notice of Exercise.**
 
 The
        Option may be exercised only by delivery to the General Counsel or Secretary
        of
        the Company, the Company’s principal executive offices, of a written notice of
        exercise substantially in the form described in section 8 hereof.
 
 **3.
        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 Option shall be
        proportionately and appropriately adjusted as determined by the Committee,
        whose
        determination shall be final, conclusive and binding upon Optionee 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 Shares
        then subject to the Option as the Board or Committee may deem equitable,
        and
        whose determination shall be final, conclusive and binding upon Optionee
        and the
        Company. Failure of the Board or the Committee to provide for an adjustment
        pursuant to this subparagraph 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.
 
 (c)
        If
        the Company is merged into or consolidated with any other corporation and
        the
        Company is not the surviving corporation, or if it sells all or substantially
        all of its assets to any other corporation, then either (i) the Company shall
        cause provisions to be made for the continuance of the Option after such
        event,
        or for the substitution for the Option of an option covering the number and
        class of securities which the Optionee would have been entitled to receive
        in
        such merger or consolidation by virtue of such sale if the Optionee has been
        the
        holder of record of a number of shares of Common Stock equal to the number
        of
        Shares covered by the unexercised portion of the Option, or (ii) the Company
        shall give to Optionee written notice of its election not to cause such
        provision to be made and the Option shall become exercisable in full (or,
        a the
        election of the Optionee, in part) at any time during a period of forty-five
        (45) days, to be designated by the Company, ending not more than ten (10)
        days
        prior to the effective date of the merger, consolidation or sale, in which
        case
        the Option shall not be exercisable to any extent after the expiration of
        such
        forty-five (45) day period. In no event, however, shall the Option be
        exercisable after the Termination Date.
 
 **4.
        Investment Representation and Legend Certificates.**
 
 Optionee
        acknowledges and agrees that, for any period in which a registration statement
        with respect to the Option and/or Shares under the Securities Act, is not
        effective, Optionee shall hold the Option and will purchase and/or own the
        Shares for investment and not for resale or distribution. The Company shall
        have
        the right to place upon the face and/or reverse side of any stock certificate
        or
        certificates evidencing the Shares such legend as the Committee may prescribe
        for the purpose of preventing disposition of such Shares in violation of
        the
        Securities Act.
 
 **5.
        Non-Transferability.**
  
  The
        Option shall not be transferable by Optionee other than by will or by the
        laws
        of descent or distribution, and is exercisable during the lifetime of Optionee
        only by Optionee. The terms of this agreement shall be binding upon the
        executors, administrators, heirs, successors and assigns of
        Optionee.
 
 **6.
        Certain Rights Not Conferred by Option.**
 
 Optionee
        shall not, by virtue of holding the Option, be entitled to any rights of
        a
        shareholder in the Company.
 
 **7.
        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.
 
 **8.
        Exercise of Options.**
 
 (a)
        The
        Option shall become exercisable as follows:
 
 (i)
              On
                  the first anniversary of the Date of Grant, the Option shall become
                  exercisable to the extent of_________________Shares;
 (ii)
              On
                  the second anniversary of the Date of Grant, the Option shall become
                  exercisable to the extent of_________________Shares (in addition to any Shares made exercisable pursuant to
                  subparagraph (a)(i) of this section
                  8);
 (iii)
              On
                  the third anniversary of the Date of Grant, the Option shall become
                  exercisable to the extent of_________________Shares (in addition to any Shares made exercisable pursuant to
                  subparagraphs (a)(i) and a(ii) of this Section 8); and
 (iv)
              On
                  the fourth anniversary of the Date of Grant, the Option shall become
                  exercisable to the extent of_________________Shares (in addition to any Shares made exercisable pursuant to
                  subparagraphs (a)(i), (a)(ii) and (a)(iii) of this section
                  8).
 
 (b)
        Notwithstanding the exercisability schedule set forth in paragraph (a) of
        this
        section 8, the Option shall become fully exercisable, and shall remain
        exercisable up to and including the Termination Date in the event of either
        (i)
        the termination of Optionee’s employment by the Company for any reason other
        than termination by the Company for “cause” or (ii) termination of Optionee’s
        employment by Optionee for “good reason” as such terms are defined in the
        Severance Letter, dated   (the”
Severance Letter”), between the Company and Optionee, 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. If, as a result
        of such a termination of employment event and to the extent applicable under
        the
        Code, the Option no longer qualifies as an ISO, the Option (or such applicable
        portion) shall be treated as an option that does not qualify as an ISO under
        the
        Code.
 
 (c)
        The
        Option shall be exercisable, in whole or part and from time to time, by written
        notice of such exercise, delivered to the General Counsel or Secretary of
        the
        Company, at the Company's principal office by personal delivery, against
        written
        receipt therefor, or by pre-paid, certified or registered mail, return receipt
        requested. Such notice shall specify the number of Shares for which the Option
        is being exercised (which number, if less than all of the Shares then subject
        to
        exercise, shall be fifty (50) or an integral multiple thereof) and shall
        be
        accompanied by payment of the full exercise price for the Shares for which
        the
        Option is being exercised.
 
 (d)
        The
        form of payment of the Exercise Price for Shares purchased pursuant to the
        Option shall consist of (i) cash, (ii) check (subject to collection), (iii)
        by
        any of the methods enumerated in paragraphs (a), (b), (d) and/or (e) of section
        10.1 of the Plan or (iv) any combination of such methods of
        payment.
 
 (e)
        No
        Shares shall be delivered upon exercise of the Option until all laws, rules
        and
        regulations which the Committee may deem applicable have been complied with.
        If
        a registration statement under the Securities Act is not then in effect with
        respect to the shares issuable upon such exercise, the Company may require
        as a
        condition precedent that Optionee, upon exercising the Option, deliver to
        the
        Company a written representation and undertaking, satisfactory in form and
        substance to the Committee, that, among other things, Optionee is acquiring
        the
        shares for her own account for investment and not with a view to the
        distribution thereof.
 
 (f)
        Optionee shall not be considered a record holder of the Shares so purchased
        for
        any purpose until the date on which Optionee is actually recorded as the
        holder
        of such Shares in the records of the Company.
 
 (g)
        In
        the event of (x) Optionee'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) Optionee's voluntary termination of Optionee's employment with
        the
        Company 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)
        Optionee's death or Disability, the exercisability of the Option shall be
        subject to the provisions of section 5.7 of the Plan.
 
 **9.
        Acceptance of the Terms and Conditions of the Plan.**
  
  The
        acceptance by Optionee of this Stock Option Award Agreement and the Option
        shall
        constitute the acceptance of and agreement to all of the terms and conditions
        contained herein and in the Plan.
 
 **10.
        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 Optionee's
        employment at any time.
 
 **11.
        Early Disposition of Stock.**
 
 Optionee
        understands that if Optionee disposes of any Shares received under the Option
        within two years after the Date of Grant or within one year after such Shares
        were transferred to Optionee, Optionee may be treated for federal and state
        income tax purposes as having received ordinary income at the time of such
        disposition as determined in accordance with the Code and applicable state
        law.
        Optionee hereby agrees to notify the Company in writing within thirty days after
        the date of any such disposition. Optionee authorizes the Company to withhold
        tax from Optionee's current compensation with respect to any income recognized
        as a result of any such disposition.
  MTM
                  TECHNOLOGIES, INC.By:Name:Title:
 
 OPTIONEE
        ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS STOCK OPTION AWARD AGREEMENT,
        NOR
        IN THE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON
        OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY,
        NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S
        RIGHT
        TO TERMINATE EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.
 
 Optionee
        acknowledges receipt of a copy of the Plan and certain information related
        thereto and represents that Optionee is familiar with the terms and provisions
        thereof, and hereby accepts the Option subject to all of the terms and
        provisions thereof. Optionee 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 Option and this agreement. Optionee hereby agrees to accept as binding,
        conclusive and final all decisions or interpretations of the Committee upon
        any
        questions rising under the Plan. Optionee further agrees to notify the Company
        upon any change in the residence address indicated below.
 
 Accepted
        and agreed
 as
        of the
        Date of Grant:
 
 
 By:Name:Address:






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