Exhibit 10.3


EXECUTION COPY


INTELLECTUAL PROPERTY SECURITY AGREEMENT


          THIS INTELLECTUAL
  PROPERTY SECURITY AGREEMENT is entered into as of this 11th
day of June, 2009 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 are
collectively, the “Borrowers” and
each a “Borrower”); and COLUMBIA PARTNERS, L.L.C. INVESTMENT MANAGEMENT, as investment manager
(“Investment Manager”)
for the benefit of itself and NATIONAL ELECTRICAL BENEFIT FUND (“NEBF”),
FIRSTMARK III L.P.
(f/k/a Pequot Private Equity Fund III, L.P.) (“FMIII”),
FIRSTMARK III OFFSHORE PARTNERS, L.P.
(Pequot Offshore Private Equity Partners III, L.P.) (“FMIIIOP”),
CONSTELLATION VENTURE CAPITAL II, L.P. (“CVCII”), CONSTELLATION VENTURE CAPITAL OFFSHORE II,
L.P. (“CVCOII”), CVC II PARTNERS, LLC
(“CVCIIP”),
and THE BSC EMPLOYEE FUND VI, L.P. (“BSC”; NEBF, FMIII, FMIIIOP, CVCII, CVCOII, CVCIIP, and BSC are collectively, the
“L/C Guarantors”
and each a “L/C
Guarantor”).


RECITALS


          WHEREAS, the
Borrowers, the L/C Guarantors and
Investment Manager entered into that certain Letter of Credit Commitment and
Reimbursement Agreement of even date herewith (as amended, modified,
supplemented or otherwise modified from time to time, the “L/C Agreement”).



          WHEREAS, pursuant to
the terms of that certain Security Agreement, dated as of even date herewith
(the “Security Agreement”), by and among the Borrowers and Investment Manager,
on behalf of itself and the L/C Guarantors, executed in connection with the L/C
Agreement, the Borrowers have granted to the L/C Guarantors a security interest
in all of the Borrowers’ right, title and interest, whether presently existing
or hereafter acquired, in, to and under all of the Collateral (as defined in
the Security Agreement).


AGREEMENT


          NOW,
THEREFORE, for good and valuable consideration,
receipt of which is hereby acknowledged, and intending to be legally bound, as
collateral security for the prompt and complete payment when due of the
Obligations (as defined in the L/C Agreement), the Borrowers hereby jointly and
severally represent, warrant, covenant and agree as follows:


          To
secure the Obligations, each Borrower grants and pledges to Investment Manager,
as agent, for the benefit of Investment Manager and the L/C Guarantors, a
security interest in all of such Borrower’s right, title and interest in, to
and under its Intellectual Property (as defined in the L/C Agreement),
including without limitation those copyrights, patents and trademarks listed on
Exhibits A, B and C hereto, and including without limitation all proceeds
thereof (such as, by way of example but not by way of limitation, license
royalties and proceeds of infringement suits), the right to sue for past,
present and future infringements, all rights corresponding thereto throughout the
world and all re-issues, divisions continuations, renewals, extensions and






continuations-in-part thereof.


          The
security interest granted hereby is in conjunction with the security interest
granted to Investment Manager under the Security Agreement. The rights and remedies of Investment
Manager and the L/C Guarantors with respect to the security interest granted
hereby are in addition to those set forth in the Security Agreement and the
other Loan Documents (as defined in the L/C Agreement), and those which are now
or hereafter available to Investment Manager and the L/C Guarantors as a matter
of law or equity. Each right, power and
remedy of Investment Manager and the L/C Guarantors provided for herein or in
the Security Agreement or any of the Loan Documents, or now or hereafter
existing at law or in equity shall be cumulative and concurrent and shall be in
addition to every right, power or remedy provided for herein and the exercise
by Investment Manager and the L/C Guarantors of any one or more of the rights,
powers or remedies provided for in this Intellectual Property Security
Agreement, the Security Agreement or any of the other Loan Documents, or now or
hereafter existing at law or in equity, shall not preclude the simultaneous or
later exercise by any person, including Investment Manager and the L/C
Guarantors, of any or all other rights, powers or remedies.


          The
Borrowers represent and warrant that Exhibits A, B, and C attached hereto set
forth any and all Intellectual Property rights in connection with which any
Borrower has registered or filed an application with either the United States
Patent and Trademark Office or the United States Copyright Office, as
applicable.


          This
Intellectual Property Security Agreement is subject to the terms of the
Subordination Agreement (as defined in the L/C Agreement). Notwithstanding any statement to the
contrary contained in this Intellectual Property Security Agreement, no
remedies shall be pursued, except in accordance with the terms of the
Subordination Agreement.
Notwithstanding the incorporation by reference in of the Subordination
Agreement, the Borrowers acknowledge that no other parties, including any
Borrower or any of their successors or assigns, are intended to be benefited,
in any way, by the Subordination Agreement.


[SIGNATURE PAGES FOLLOW]  


2.






          IN WITNESS
WHEREOF, the parties have caused this
Intellectual Property Security Agreement to be duly executed by its officers
thereunto duly authorized as of the first date written above.


	
 

	
 

	
 

	
 


	
 

	
MTM TECHNOLOGIES, INC., 


	
 

	
a New York
 corporation


	
 

	
 


	
 

	
By:

	
/s/ Steven Stringer


	
 

	
 

	



	
 

	
Name:

	
Steven
 Stringer


	
 

	
 

	







	
 

	
 

	
 


	
 

	
Title: 

	
 President and Chief Executive Officer


	
 

	
 

	









	
 

	
 

	
 

	
 


	
 

	
MTM TECHNOLOGIES (US), INC., 


	
 

	
a Delaware
 corporation


	
 

	
 

	
 


	
 

	
By:

	
/s/ Steven Stringer


	
 

	
 

	



	
 

	
Name:

	
Steven
 Stringer


	
 

	
 

	







	
 

	
 

	
 


	
 

	
Title: 

	
 President and Chief Executive Officer


	
 

	
 

	



	
 


	
 

	
MTM TECHNOLOGIES (MASSACHUSETTS), LLC, 



	
 

	
a Delaware
 limited liability company








	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Steven Stringer


	
 

	
 

	



	
 

	
Name:

	
Steven
 Stringer


	
 

	
 

	








	
 

	
 

	
 


	
 

	
Title: 

	
 President and Chief Executive Officer


	
 

	
 

	



	
 

	
 


	
 

	
INFO SYSTEMS, INC.,  


	
 

	
a Delaware
 corporation








	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Steven Stringer


	
 

	
 

	



	
 

	
Name: 

	
Steven
 Stringer


	
 

	
 

	








	
 

	
 

	
 


	
 

	
Title: 

	
 President and Chief Executive Officer


	
 

	
 

	






[Signature Page to Intellectual
Property Security Agreement]






	
 

	
 

	
 

	
 


	
 

	
 


	
 

	
COLUMBIA PARTNERS, L.L.C. 


	
 

	
INVESTMENT MANAGEMENT,  


	
 

	
as
 Investment Manager


	
 

	
 

	
 


	
 

	
By:

	
/s/ Jason Crist


	
 

	
 

	



	
 

	
Name:

	
Jason Crist


	
 

	
 

	






	
 

	
 

	
 


	
 

	
Title:

	
Managing Director


	
 

	
 

	






[Signature Page to Intellectual Property
Security Agreement]






EXHIBIT A


COPYRIGHTS


None.






EXHIBIT B


PATENTS


None.


2.






EXHIBIT C


TRADEMARKS


	
 

	
 

	
 

	
 

	
 


	
Registered Trademarks:

	
 

	
 

	
Registration

	
 


	


	
 

	
 

	


	
 


	
 


	
Pivot
 Technologies

	
 

	
2,479,202

	
 


	
 

	
 

	
 

	
 


	
Pivot
 Technologies and Design

	
 

	
2,444,052

	
 


	
 

	
 

	
 

	
 


	
(Cancelled 1/19/08 for failure to file 6 year affidavit)

	
 


	
 

	
 


	
Pivot
 Technologies (Eye Logo)

	
 

	
2,756,707

	
 


	
 

	
 

	
 

	
 


	
Systems
 Managing Systems

	
 

	
2,434,901

	
 


	
 

	
 

	
 

	
 


	
(Cancelled 12/15/07 for failure to file 6 year affidavit)

	
 


	
 

	
 


	
DNA
 NetSensor DataVox Network Assurance

	
 

	
2,721,382

	
 


	
 

	
 

	
 

	
 


	
Vector ESP

	
 

	
2,924,616

	
 


	
 

	
 

	
 

	
 


	
Enterprise
 Services Partner

	
 

	
2,763,391

	
 





3.