exh10_2.htm


    
      EXHIBIT
        10.2

       

      
        	
                THIS
                  WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT
                  TO
                  THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
                  SECURITIES
                  ACT OF 1933, AS AMENDED (THE “ACT”), AND SUCH SECURITIES MAY NOT BE
                  OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE
                  OF SUCH
                  REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES
                  AND
                  REGULATIONS THEREUNDER.

                 

              
	
                THIS
                  WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT
                  ARE
                  SUBJECT TO THE TERMS AND CONDITIONS OF A PURCHASE AGREEMENT DATED
                  JULY 25,
                  2007, AS AMENDED, BY AND AMONG THE COMPANY AND THE PURCHASERS NAMED
                  THEREIN.  A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO THE
                  RECORD HOLDER OF THIS WARRANT WITHOUT CHARGE UPON WRITTEN REQUEST
                  TO THE
                  COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.

                 

              
	
                THE
                  SECURITIES REPRESENTED HEREBY MAY BE SUBJECT TO THE TERMS AND CONDITIONS
                  OF AN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT WHICH MAY PLACE
                  CERTAIN
                  RESTRICTIONS ON THE VOTING OF SUCH SECURITIES (INCLUDING THE GRANT
                  OF AN
                  IRREVOCABLE PROXY RELATIVE TO VOTING MATTERS).  A COPY OF SUCH
                  AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS SECURITY
                  WITHOUT
                  CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE
                  OF
                  BUSINESS.

                 

              


      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  No.
                    W-A8-___

                	
                  Void
                    After Expiration Date

                
	 	
                  (as
                    defined below)

                


        

      

       

      WARRANT

      


      TO
        PURCHASE COMMON STOCK OF

      


      MTM
        TECHNOLOGIES, INC.

      


      Dated
        July 25, 2007

      


       

      
        THIS
          WARRANT CERTIFIES THAT, for value received, ________, or its permitted
          transferees (the “Holder”) is entitled to purchase from MTM TECHNOLOGIES,
          INC., a New York corporation (the “Company”), up to the number of fully
          paid and nonassessable shares (the “Shares”) of Common Stock, $.001 par
          value per share, of the Company, as further described and defined
          below.  Capitalized terms used herein and not otherwise defined shall
          have the meanings ascribed to such terms in that certain Purchase Agreement,
          dated July 25, 2007, as amended, by and among the Company, the Holder and
          the
          purchasers named therein (the “Purchase Agreement”).

         

        Section  1.  Number
          of
          Shares.  The maximum number of shares of Common Stock which may be
          purchased upon the exercise of this Warrant is ____.

        


        Section  2.  Exercise
          Price.  The price per share at which the Holder may purchase the
          Common Stock shall be $1.2947 per share (the “Exercise Price”), as
          adjusted from time to time in accordance with Section 6 hereof.

        


        Section  3.  Expiration
          Date.  This Warrant shall expire at 5:00 p.m. New York Time on
          July 25, 2011 (the “Expiration Date”).  On the Expiration
          Date, all rights of the Holder to purchase Common Stock pursuant to this
          Warrant
          shall immediately terminate.

        


        Section  4.  Exercise
          and
          Payment.

         

        Section  4.1  Exercise.
          The
          purchase rights represented by this Warrant may be exercised by the Holder,
          in
          whole or in part at any time, by the surrender of this Warrant (together
          with a
          duly executed notice of exercise in the form attached hereto as Exhibit
          A-1) at the principal office of the Company, and by the payment to the
          Company, by wire transfer of immediately available funds, of an amount
          equal to
          the aggregate Exercise Price of the Shares being purchased.

        


        Section  4.2  Net
          Issue
          Election.  The Holder may elect to receive, without the payment by
          the Holder of any additional consideration, shares equal to the value of
          this
          Warrant or any portion hereof by the surrender of this Warrant or such
          portion
          (together with a duly executed notice of exercise in the form attached
          hereto as
Exhibit A-2) at the principal office of the
          Company.  Thereupon, the Company shall issue to the Holder such number
          of shares of Common Stock as is computed using the following
          formula:

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        X
          = Y
          (A-B)

        A

        
          	
                  
                    Where

                  

                	
                   

                


        

        


        
          	
                   

                	
                  X
                    =

                	
                  the
                    number of shares of Common Stock to be issued to the Holder pursuant
                    to
                    this Section  4.2.

                


        

         

        
          	
                   

                	
                  Y
                    =

                	
                  the
                    number of shares of Common Stock covered by this Warrant in respect
                    of
                    which the net issue election is made pursuant to this
                    Section  4.2.

                


        

        


        
          	
                   

                	
                  A
                    =

                	
                  the
                    Fair Market Value of one share of Common Stock, as determined
                    in
                    accordance with Section  7 herein, as at the time the net
                    issue election is made pursuant to this
                    Section  4.2.

                


        

        


        
          	
                   

                	
                  B
                    =

                	
                  the
                    Exercise Price in effect under this Warrant at the time the net
                    issue
                    election is made pursuant to this
                    Section  4.2.

                


        

        


        Section  4.3  Stock
          Certificates.  In the event of the exercise of all or any portion
          of this Warrant, certificates for the shares of Common Stock so purchased
          shall
          be delivered to the Holder by the Company at the Company's own expense
          (including the payment by the Company of any applicable issue taxes or
          governmental charges imposed in connection with the issuance or delivery
          of the
          Common Stock) within a reasonable time, which shall in no event be later
          than
          ten (10) days thereafter and, unless this Warrant has been fully exercised
          or
          has expired, a new Warrant representing the Shares with respect to which
          this
          Warrant shall not have been exercised shall also be issued to the Holder
          within
          such time.

         

        If
          this
          Warrant shall be surrendered for exercise within any period during which
          the
          transfer books for shares of the Common Stock or other securities purchasable
          upon the exercise of this Warrant are closed for any purpose, the Company
          shall
          not be required to make delivery of certificates for the securities purchasable
          upon such exercise until the date of the reopening of said transfer
          books.

        


        Section  5.  Stock
          Fully Paid;
          Reservation of Shares.  All of the Shares issuable upon the
          exercise of this Warrant will, upon issuance and receipt of the Exercise
          Price
          therefor, be duly authorized, validly issued, fully paid and nonassessable
          with
          no personal liability attaching to the ownership thereof, and free and
          clear of
          all taxes, liens, encumbrances and charges with respect to the issue
          thereof.  During the period within which this Warrant may be
          exercised, the Company shall at all times have authorized and reserved
          for
          issuance sufficient shares of its Common Stock to provide for the exercise
          of
          this Warrant.

        


        Section  6.  Adjustment
          of Exercise
          Price and Number of Shares.  The number and kind of securities
          purchasable upon the exercise of this Warrant and the Exercise Price therefor
          

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        shall
          be
          subject to adjustment from time to time upon the occurrence of certain
          events,
          as follows:

         

        Section  6.1  Adjustments
          for
          Subdivisions of Common Stock.  If the number of shares of Common
          Stock outstanding at any time is increased by a stock dividend payable
          in shares
          of Common Stock or by a subdivision or split up of stock, then the Exercise
          Price then in effect shall, concurrently with the effectiveness of such
          dividend, subdivision or split up, be proportionately decreased and the
          number
          of shares of Common Stock issuable upon exercise of this Warrant shall
          be
          increased in proportion to such increase of outstanding shares of Common
          Stock.

        


        Section  6.2  Adjustments
          for
          Combinations Common Stock.  If the number of shares of Common
          Stock outstanding at any time is decreased by a combination of the outstanding
          shares of Common Stock, then the Exercise Price then in effect shall,
          concurrently with the effectiveness of such combination, be proportionately
          increased and the number of shares of Common Stock issuable upon exercise
          of
          this Warrant shall be decreased in proportion to such decrease in outstanding
          shares of Common Stock.

        


        Section  6.3  Adjustments
          for
          Reclassification, Exchange and Substitution.  Upon a Notice Event
          (as defined below), if the Common Stock issuable upon exercise of this
          Warrant
          shall be changed into the same or a different number of shares of any other
          class or classes of stock, whether by capital reorganization, merger,
          reclassification or otherwise (other than a subdivision or combination
          of shares
          provided for above) this Warrant shall thereafter be exercisable into,
          in lieu
          of the number of shares of Common Stock which the Holder would otherwise
          have
          been entitled to receive, a number of shares of such other class or classes
          of
          stock equivalent to the number of shares of Common Stock that would have
          been
          subject to receipt by the Holder upon exercise of this Warrant immediately
          before that change.

        


        Section  6.4  Notice
          of Certain
          Events. In the event (each, a “Notice
          Event”):  (a) the Company authorizes the issuance to all
          holders of Common Stock rights or warrants to subscribe for or purchase
          shares
          of its capital stock, or any other subscription rights or warrants; (b) the
          Company authorizes the distribution to all holders of Common Stock evidences
          of
          indebtedness or assets or other securities; (c) of any capital
          reorganization or reclassification of Common Stock, other than a subdivision
          or
          combination of the outstanding Common Stock and other than a change in
          par value
          of the Common Stock; (d) of any liquidation or merger to which the Company
          is a party and for which approval of any of the Company's holders of Common
          Stock is required, other than a consolidation or merger in which the Company
          is
          the continuing corporation and that does not result in any reclassification
          or
          change of the shares of Common Stock issuable upon the exercise of this
          Warrant;
          (e) of the conveyance or transfer of the Company's properties and assets,
          substantially as an entirety; or (f) of the Company's voluntary or involuntary
          dissolution, liquidation or winding-up; then, in each case, the Company
          shall
          cause to be mailed by certified mail to the Holder, at least 10 days prior
          to the applicable record or effective date hereinafter specified, a notice
          stating the material terms relating to the exercise of the Warrants, the
          name,
          title and telephone number of a 

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        Company
          representative who shall be available to answer any questions relating
          to such
          exercise and the dates as of which (i) the holders of Common Stock of record
          will be entitled to receive any such rights, warrants or distributions
          are to be
          determined, (ii) such Notice Event is expected to become effective and
          (iii) that Holders of record of Warrants shall be entitled to exchange or
          sell their shares of Common Stock issuable upon the exercise of this Warrant
          for
          securities or other property, if any, deliverable upon such Notice
          Event.  In addition, if the Company receives written notice that a
          purchase, tender or exchange offer has been made to the holders of more
          than 50%
          of the outstanding Common Stock, the Company shall give the Holder reasonable
          notice (but will not be required to give not more than 10 days notice)
          thereof.

        


        Section  7.  Fractional
          Shares.  No fractional shares of Common Stock will be issued in
          connection with any exercise hereunder.  In lieu of such fractional
          shares the Company shall make a cash payment therefor based upon the fair
          market
          value of the Common Stock on such date as determined by the board of directors
          of the Company (the “Board of Directors”).

        


        Section  8.  Preemptive
          Rights.

        


        (a)
          The
          Holder shall be entitled to purchase its pro rata share (calculated by
          multiplying the number of securities issued in such equity offering including
          those issued pursuant to this Section 8 by a fraction, the numerator of
          which is
          the number of shares equal to the sum of (x) the number of issued and
          outstanding shares of Common Stock then held by the Holder, plus (y) the
          total
          number of shares of Common Stock issuable upon the exercise, conversion
          or
          exchange of all warrants or other rights to subscribe for or to purchase,
          or any
          options for the purchase of, Common Stock or any stock or security convertible
          into or exchangeable for Common Stock (such warrants, rights or options
          being
          called “Options” and such convertible or exchangeable stock or securities
          being called “Convertible Securities”) that are issued and outstanding at
          such time that are then held by the Holder (the sum of (x) and (y), a “Fully
          Diluted Basis”) and the denominator of which is the number of shares of
          Common Stock held by all such holders of securities of the Company on a
          Fully
          Diluted Basis) of any future private equity offering by the
          Company.

        


        (b)
          Notwithstanding anything contained in this Section 8(a) to the contrary,
          the
          preemptive rights of the Holder shall not apply to (a) shares of Common
          Stock
          sold to, or options to purchase Common Stock granted by the Company to,
          employees, consultants, officers, or directors of the Company pursuant
          to any
          option plan, agreement or other arrangement duly adopted by the Company
          and
          approved by a majority of the Board of Directors; (b) any shares of Common
          Stock
          upon the conversion of shares of Series A Preferred Stock; (c) any shares
          of
          Common Stock pursuant to which the Series A Conversion Price (as such term
          is
          defined in the Existing Certificate) is adjusted under Section 6; (d) any
          shares
          of Common Stock issued pursuant to the exchange, conversion or exercise
          of any
          Options or Convertible Securities that have previously been incorporated
          into
          computations hereunder on the date when such Options or Convertible Securities
          were issued; (e) the issuance and sale of securities in connection 

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        with
          a
          strategic investment or similar transaction approved by a majority of the
          Board
          of Directors; (f) securities issued for consideration other than cash pursuant
          to a merger, consolidation or similar business combination or acquisition
          of
          assets as approved by a majority of the Board of Directors; (g) the
          issuance of shares in connection with a firm commitment underwritten public
          offering of Common Stock with a nationally recognized investment banking
          firm at
          a price per share offered to the public of at least $5.00 per share of
          Common
          Stock which results in gross cash proceeds to the Company of at least
          $25,000,000; (h) any shares of Series A Preferred Stock issued in the form
          of a
          dividend to any holder of Series A Preferred Stock; and (i) any shares
          of Common
          Stock issued on exercise of any warrants issued by the Company, on or prior
          to
          the date of issuance of this Warrant, warrants issued in connection with
          the
          issuance of Series A-7 Preferred Stock and warrants issued in connection
          with
          subordinated debt of the Company outstanding on the date of issuance of
          this
          Warrant.

        


        Section  9.  Restrictions
          on
          Transfer.

         

        Section  9.1  Transfer.  The
          Holder may transfer this Warrant and the shares of Common Stock issuable
          upon
          exercise of this Warrant, and the rights and obligations attached thereto,
          so
          long as (a) any such transfer(s) comply with applicable securities laws
          and (b)
          unless such securities have been registered in accordance with applicable
          securities laws and transferred pursuant to a non-private, open market
          transaction on the securities exchange on which the Company’s Common Stock is
          listed, if such transferee is not a United States citizen or an entity
          formed
          under the laws of a U.S. jurisdiction, the Holder obtains the Company’s consent
          for such transfer (which shall not be unreasonably withheld).

        


        Section  9.2  Restrictive
          Legend.  Unless a registration statement is in effect with respect
          thereto, each certificate representing (i) the Shares and (ii) any other
          securities issued in respect of the Shares upon any stock split, stock
          dividend
          or recapitalization (collectively, the “Restricted Securities”), shall be
          endorsed as follows:

        


        
          	
                  THIS
                    SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                    1933, AS
                    AMENDED (THE “ACT”), AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD,
                    TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION
                    OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS
                    THEREUNDER.

                   

                
	
                  THIS
                    SECURITY IS SUBJECT TO THE TERMS AND CONDITIONS OF A PURCHASE
                    AGREEMENT
                    DATED JULY 25, 2007, AS AMENDED, BY AND AMONG THE COMPANY AND
                    THE
                    PURCHASERS NAMED THEREIN.  A COPY OF SUCH AGREEMENT WILL BE
                    FURNISHED TO THE RECORD HOLDER OF THIS WARRANT WITHOUT CHARGE
                    UPON WRITTEN
                    REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.

                   

                


        

         

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        
          	
                  THIS
                    SECURITY MAY BE SUBJECT TO THE TERMS AND CONDITIONS OF AN AMENDED
                    AND
                    RESTATED SHAREHOLDERS AGREEMENT WHICH MAY PLACE CERTAIN RESTRICTIONS
                    ON
                    THE VOTING OF SUCH SECURITIES (INCLUDING THE GRANT OF AN IRREVOCABLE
                    PROXY
                    RELATIVE TO VOTING MATTERS).  A COPY OF SUCH AGREEMENT WILL BE
                    FURNISHED TO THE RECORD HOLDER OF THIS SECURITY WITHOUT CHARGE
                    UPON
                    WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF
                    BUSINESS.

                


        

         

        Section  10.  No
          Rights of
          Stockholders.  This Warrant does not entitle the Holder to any
          voting rights as a stockholder of the Company prior to the exercise of
          the
          Warrant.  Nothing in this Warrant shall obligate the Holder to
          exercise this Warrant, it being understood that the decision as to whether
          to
          exercise the Warrant shall be made exclusively by the Holder.

        


        Section  11.  No
          Impairment.  The Company will not, by amendment of its Certificate
          of Incorporation, as amended and restated, or through any reorganization,
          transfer of assets, consolidation, merger, dissolution, issue or sale of
          securities or any other voluntary action, avoid or seek to avoid the observance
          or performance of any of the terms to be observed or performed hereunder
          by the
          Company, but it will at all times in good faith assist in the carrying
          out of
          all of the provisions of this Warrant and in the taking of all such action
          as
          may be necessary or appropriate in order to protect the rights of the holder
          of
          this Warrant against impairment.

        


        Section  12.  Loss,
          Theft,
          Destruction or Mutilation of Warrant.  Upon receipt by the Company
          of evidence reasonably satisfactory to it of the loss, theft, destruction
          or
          mutilation of this Warrant, and in case of loss, theft or destruction,
          of
          indemnity or security reasonably satisfactory to it, and upon surrender
          and
          cancellation of this Warrant, if mutilated, the Company will make and deliver
          a
          new Warrant of like tenor and dated as of such cancellation, in lieu of
          this
          Warrant.

        


        Section  13.  Saturdays,
          Sundays,
          Holidays, etc.  If the last or appointed day for the taking of any
          action or the expiration of any right required or granted herein shall
          be a
          Saturday or a Sunday or shall be a legal holiday, then such action may
          be taken
          or such right may be exercised on the next succeeding day not a Saturday
          or a
          Sunday or a legal holiday.

        


        Section  14.  Miscellaneous.

         

        Section  14.1  Governing
          Law.  This Warrant shall be governed by and construed in all
          respects in accordance with the laws of the State of New York, without
          giving
          effect to the conflicts of laws provisions thereof.

        


        Section  14.2  Entire
          Agreement;
          Amendment.  Each party hereby acknowledges that no other party or
          any other person or entity has made any promises, warranties,

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        understandings
          or representations whatsoever, express or implied, not contained in the
          Transaction Documents and acknowledges that it has not executed this Warrant
          in
          reliance upon any such promises, representations, understandings or warranties
          not
          contained herein or therein and that the Transaction Documents supersede
          all
          prior agreements and understandings between the parties with respect
          thereto.  There are no promises, covenants or undertakings other than
          those expressly set forth or provided for in the Transaction
          Documents.  Neither this Warrant nor any term hereof may be amended,
          waived, discharged, or terminated other than by a written instrument signed
          by a
          63% in Interest Purchasers and the Company.  Any amendment, waiver,
          discharge or termination so made or effected shall be binding upon all
          of the
          Holders.

         

        Section  14.3  Successors
          and
          Assigns.  Except as otherwise provided herein, the provisions
          hereof shall inure to the benefit of, and be binding upon, the permitted
          successors and assigns, heirs, executors, and administrators of the Company
          and
          the Holder.

         

        Section  14.4  Severability.  Whenever
          possible, each provision of this Warrant will be interpreted in such manner
          as
          to be effective and valid under applicable law, but if any provision of
          this
          Warrant is held to be invalid, illegal or unenforceable in any respect
          under any
          applicable law or rule in any jurisdiction, such invalidity, illegality
          or
          unenforceability will not affect any other provision or any other jurisdiction,
          but this Warrant will be reformed, construed and enforced in such jurisdiction
          to the greatest extent possible to carry out the intentions of the parties
          hereto.

         

        Section  14.5  Notices,
          etc.  All notices and other communications required or permitted
          hereunder shall be in writing and shall be mailed by registered or certified
          mail, postage prepaid, by overnight courier, or otherwise delivered by
          hand or
          by messenger or sent by facsimile and confirmed by mail, addressed:

         

        (i)  if
          to the Company, at to
          MTM Technologies, Inc., 1200 High Ridge Road, Stamford, Connecticut 06905,
          Attention: Chief Executive Officer; and

        


        (ii)  if
          to the Holder, at the
          address of such Holder set forth on the signature page of this
          Warrant.

         

        All
          notices shall be effective upon receipt.

         

        Section  14.6  Counterparts.  This
          Agreement may be executed in two or more counterparts, each of which shall
          be
          deemed an original, but all of which together shall constitute one and
          the same
          instrument.

        


        Section  14.7  Titles
          and
          Subtitles.  The titles and subtitles used in this Agreement are
          used for convenience only and are not to be considered in construing or
          interpreting this Agreement.

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        IN
          WITNESS WHEREOF, the undersigned have executed this Warrant as of the date
          first
          above written.

        


        


        
          	 	
                  MTM
                    TECHNOLOGIES, INC.

                   

                   

                   

                
	 	
                  By:

                	 
	 	
                  Name:

                  Title:

                	
                  J.W.
                    Braukman

                  SVP
                    and Chief Financial Officer

                


        

         

         

        
          
            Signature
              Page to Warrant

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        WARRANT
          HOLDER:

        


        [                ].

         

        
          	
                  By:

                	
                  [                       ]

                


        

         

        
          	 	
                  By:

                	 
	 	 	
                  Name:

                  Title:

                


        

         

        
          
            Signature
              Page to Warrant

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        THE
          EXERCISE OF THIS WARRANT IS SUBJECT TO THE APPLICABLE

        PROVISIONS
          OF THE HART-SCOTT-RODINO ANTITRUST

         IMPROVEMENTS
          ACT OF 1976, AS AMENDED

        


        EXHIBIT
          A-1

        


        NOTICE
          OF EXERCISE

        


        


        
           

            


            TO:         MTM
              Technologies, Inc.

            1200
              High Ridge Road

            Stamford,
              Connecticut
              06905

            Attention:
              Chief Executive
              Officer

             

             

          

        

        1.  The
          undersigned hereby elects to purchase _________ shares of Common Stock,
          par
          value $.001 per share, of MTM TECHNOLOGIES, INC. pursuant to the terms
          of this
          Warrant, and tenders herewith payment of the purchase price of such shares
          in
          full.

        


        2.  Please
          issue a certificate or certificates representing said shares of Common
          Stock in
          the name of the undersigned or in such other name as is specified
          below:

        


        


         

          
            	 
	
                    (Name)

                     

                  
	
                     

                     

                  
	
                    (Address)

                  


          

        

        


        


         

          
            	 	 
	 	
                    (Signature)

                  
	 	 	 
	 	 	 
	 	
                    Title:

                  	 


          

        

        


        


        
          	 
	
                  (Date)

                


        

         

        
          
            
            

          

          
            A-1

            
              

            

          

          
            
            

          

        

        


        THE
          EXERCISE OF THIS WARRANT IS SUBJECT TO THE APPLICABLE

        PROVISIONS
          OF THE HART-SCOTT-RODINO ANTITRUST

        IMPROVEMENTS
          ACT OF 1976, AS AMENDED

        


        EXHIBIT
          A-2

        


        NET
          ISSUE NOTICE OF EXERCISE

        


        


        TO:         MTM
          Technologies, Inc.

        1200
          High Ridge Road

        Stamford,
          Connecticut
          06905

        Attention:
          Chief Executive
          Officer

         

        


        1.      The
          undersigned hereby elects to purchase _________ shares of Common Stock,
          par
          value $.001 per share, of MTM TECHNOLOGIES, INC. pursuant to the terms
          of this
          Warrant, and hereby elects under Section 4.2 of this Warrant to surrender
          the right to purchase _______ shares of Common Stock pursuant to this Warrant
          for a net issue exercise with respect to ________ shares of Common
          Stock.

        


        2.      Please
          issue a certificate or certificates representing said shares of Common
          Stock in
          the name of the undersigned or in such other name as is specified
          below:


        
          
             

              
                	 
	
                        (Name)

                         

                      
	
                         

                         

                      
	
                        (Address)

                      


              

            

             

             

             

          

          
            
              	 	 
	 	
                      (Signature)

                    
	 	 	 
	 	 	 
	 	
                      Title:

                    	 


            

          

          


          


          
            	 
	
                    (Date)

                  


          

          
 

          
            
              
              

            

            
              A-2

              
                

              

            

            
              
              

            

          

        

         

        EXHIBIT
          B

        


        ASSIGNMENT
          FORM

        (To
          be
          signed only upon transfer of Warrant)


        


        FOR
          VALUE
          RECEIVED, the undersigned hereby sells, assigns and transfers unto
          ______________________________, whose address is _____________________,
          the
          right represented by the attached Warrant to purchase _________ shares
          of Common
          Stock of MTM TECHNOLOGIES, INC., to which the attached Warrant
          relates.

         

        Dated:____________________

         

        
 

        


        
          	 	 
	 	
                  (Signature
                    must conform in all respects to name of Holder as specified on
                    the face of
                    the Warrant)

                
	 	 
	 	 
	 	 
	 	
                  (Address)

                


        

        


        


        
          	
                  Signed
                    in the presence of:

                
	 
	 
	 


        

        


        


        
          
            
            

          

          
            B-1