Exhibit 10.11


THIS NOTE HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
AND THIS NOTE 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. 


EACH HOLDER OF
THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY
THE PROVISIONS OF THIS NOTE. THIS NOTE AND THE RIGHTS AND OBLIGATIONS EVIDENCED
HEREBY ARE SUBORDINATE TO CERTAIN INDEBTEDNESS AS SET FORTH HEREIN.


THIS NOTE MAY
NOT BE ASSIGNED, NEGOTIATED OR TRANSFERRED EXCEPT AS SET FORTH HEREIN.


SECOND
AMENDED AND RESTATED

SUBORDINATED PROMISSORY NOTE


	
 

	
 


	
$876,449

	
June 11, 2009





                    FOR
VALUE RECEIVED, the undersigned, MTM TECHNOLOGIES, INC., a New York corporation
(the “Borrower”), promises to pay to FIRSTMARK III L.P. (the “Holder”),
the principal sum of eight hundred seventy six thousand four hundred forty
nine dollars ($876,449.00) with interest on the unpaid balance from
the date hereof, at the rate of fifteen percent (15%) per annum in lawful money
of the United States of America, at c/o FirstMark Capital, L.L.C. 1221 Avenue
of the Americas, 26th Floor, New York, New York 10020, or at such
other place as the Holder may designate in writing. 


          This
Second Amended and Restated Promissory Note (this “Note”) amends and
restates in its entirety that certain Amended and Restated Subordinated
Promissory Note dated as of February 11, 2009 and made by the Borrower in favor
of the Holder to evidence the principal sum of $876,449 (the “First
Amended and Restated Note”).
This Note evidences the same indebtedness evidenced by the First Amended and
Restated Note and does not create or evidence any new or additional
indebtedness. This Note and the terms, covenants, agreements, rights,
obligations and conditions contained in this Note supersede, replace and
control the First Amended and Restated Note and the terms, covenants,
agreements, rights, obligations and conditions contained in the First Amended
and Restated Note.


          The
principal of and interest on this Note shall be due and payable as follows: the
principal balance and all interest accrued hereon from January 29, 2009 to the
date of payment of the principal amount hereof shall be due and payable
November 30, 2010 (the “Maturity Date”). Interest on this Note shall be
due and payable in cash or, at the option of the Borrower, in shares of the
series of preferred stock of the Borrower next designated by the Borrower after
the date hereof, at a price per share of $0.638; provided that, except as
provided in paragraph 1 below, no interest or principal may be paid on this
Note by Borrower until after November 30, 2010. 


1






          In
addition to the issuance of this Note, in 2008 and 2009 the Borrower issued to
FirstMark III, L.P. (formerly Pequot Private Equity Fund III, L.P.) and to
Pequot Offshore Private Equity Partners III, L.P. (n/k/a FirstMark III Offshore
Partners, L.P.) other notes in the aggregate amount of $6,500,000 (collectively
this Note, and all other notes issued to FirstMark III, L.P. and to FirstMark
III Offshore Partners, L.P., as amended by the Amendment to Subordinated
Promissory Notes, dated as of February 11, 2009, and the Second Amendment to
Subordinated Promissory Notes, dated as of the date hereof, are referred to
herein as the “FirstMark Notes”). In 2008, the Borrower issued to Constellation
Venture Capital II, L.P., Constellation Venture Capital Offshore II, L.P., The
BSC Employee Fund VI, L.P., and CVC II Partners, LLC (collectively,
“Constellation”), other notes in the aggregate amount of $500,000 (as amended
by the Amendment to Subordinated Promissory Notes, dated as of February 11,
2009, and the Second Amendment to Subordinated Promissory Notes, dated as of
the date hereof, the “Constellation Notes”). The FirstMark Notes and the
Constellation Notes are referred to herein as the “$7,000,000 Notes”. 


          All
computations of interest payable hereunder shall be made on the basis of the
actual number of days in the period for which such interest is payable and a
year of 365 or 366 days, as applicable. Notwithstanding any other provision of
this Note, to the extent permitted by applicable law, interest shall be due and
payable on any overdue unpaid installment of principal or interest on this Note
(including amounts due and unpaid upon any acceleration of this Note) within
five (5) days of its due date at a rate equal to the lesser of (i) sixteen and
one-half percent (16.5%) and (ii) the maximum rate permitted by applicable law.



          1.
Payment and Prepayment of the Note. The principal of this Note and the
interest accrued hereon may be paid upon the earlier of November 30, 2010, or
the date on which the Senior Lenders (as defined below) consent to the
prepayment hereof. 


          2.
Event of Default; Remedies. (a) Upon the occurrence and during the
continuance of an Event of Default, this Note may be accelerated upon the
written consent and direction of the holders holding a majority of the then outstanding
aggregate principal balance of the $7,000,000 Notes and as provided in this
Section 2 and the Holder shall have all of the rights and remedies provided
herein. An Event of Default shall mean the occurrence or existence of one or
more of the following events or conditions (for any reason, whether voluntary,
involuntary or effected or required by law):


	
 

	
 

	
 


	
 

	
          (i)
 The Borrower shall fail to pay when due the principal of this Note or any of
 the $7,000,000 Notes.


	
 

	
 

	
 


	
 

	
          (ii)
 The Borrower shall fail to pay
 when due the interest on this Note or any of the $7,000,000 Notes and such
 failure shall have continued for a period of three Business Days; provided,
 however, that for the avoidance of doubt, any accrual of interest permitted
 under this Note or any of the $7,000,000 Notes (in lieu of payment thereof)
 shall not constitute an Event of Default. For the purposes of this Note a “Business Day” shall mean any day other than a 





2






	
 

	
 

	
 


	
 

	
Saturday,
 Sunday, public holiday under the laws of the State of New York or any other
 day on which banking institutions are authorized to close in New York City.


	
 

	
 

	
 


	
 

	
          (iii)
 A proceeding shall have been instituted in respect of the Borrower or any of
 its material subsidiaries (each, a “Material Party”): 


	
 

	
 

	
 


	
 

	
 

	
          (A)
 seeking to have an order for relief entered in respect of such Material
 Party, or seeking a declaration or entailing a finding that such Material
 Party is insolvent or a similar declaration or finding, or seeking
 dissolution, winding-up, charter revocation or forfeiture, liquidation,
 reorganization, arrangement, adjustment, composition or other similar relief
 with respect to such Material Party, its assets or its debts under any law
 relating to bankruptcy, insolvency, relief of debtors or protection of
 creditors, termination of legal entities or any other similar law now or
 hereafter in effect, or 


	
 

	
 

	
 


	
 

	
 

	
          (B)
 seeking appointment of a receiver, trustee, liquidator, assignee,
 sequestrator or other custodian for such Material Party or for all or any
 substantial part of its property, and such proceeding shall result in the
 entry, making or grant of any such order for relief, declaration, finding,
 relief or appointment, or such proceeding shall remain undismissed and
 unstayed for a period of 60 consecutive days. 


	
 

	
 

	
 


	
 

	
          (iv)
 Any Material Party shall voluntarily suspend transaction of its business;
 shall make a general assignment for the benefit of creditors; shall institute
 (or fail to controvert in a timely and appropriate manner) a proceeding
 described in Section 2(a)(iii)(A) or (whether or not any such proceeding has
 been instituted) shall consent to or acquiesce in any such order for relief,
 declaration, finding or relief described therein; shall institute (or fail to
 controvert in a timely and appropriate manner) a proceeding described in
 Section 2(a)(iii)(B), or (whether or not any such proceeding has been
 instituted) shall consent to or acquiesce in any such appointment or to the
 taking of possession by any such custodian of all or any substantial part of
 its property; shall dissolve, wind-up, revoke or forfeit its charter or
 liquidate itself or any substantial part of its property; or shall take any
 action in furtherance of any of the foregoing. 





              (b)
If an Event of Default has occurred and is continuing hereunder: 


	
 

	
 


	
 

	
          (i)
 the Holder may declare the entire unpaid principal and interest due on this
 Note immediately due and payable, without presentment, notice or demand, all
 of which are hereby expressly waived by the Borrower;


	
 

	
 


	
 

	
          (ii)
 upon the occurrence of any Event of Default specified in Section 2(a)(iii)
 above, the entire unpaid principal and interest shall become automatically
 and immediately due and payable; and


	
 

	
 


	
 

	
          (iii)
 the Holder may exercise any remedy permitted by this Note or at law or in
 equity.





3






          3.
Waiver of Certain Rights. Subject to any applicable notice periods, all
parties to this Note, including Borrower and any sureties, endorsers, or
guarantors, hereby waive protest, presentment, notice of dishonor, and notice
of acceleration of maturity and agree to continue to remain bound for the
payment of principal, interest and all other sums due under this Note
notwithstanding any change or changes by way of release, surrender, exchange,
modification or substitution of any security for this Note or by way of any
extension or extensions of time for the payment of principal and interest; and
all such parties waive all and every kind of notice of such change or changes
and agree that the same may be without notice or consent of any of them. No
Event of Default shall be waived by the Holder except in a writing signed by
the Holder. No waiver of any Event of Default shall extend to any other or
further Event of Default. 


          4.
Payment Priority. If the Borrower is not able to pay to FirstMark III
L.P. (“FirstMark Fund”), FirstMark III Offshore Partners, L.P. (“FirstMark
Offshore” and, together with FirstMark Fund, “FirstMark”), Constellation
Venture Capital II, L.P. (“Constellation Ventures”), Constellation Venture
Capital Offshore II, L.P. (“Constellation Offshore”), The BSC Employee Fund VI,
L.P. (“BSC”) and CVC II Partners, LLC (“CVC” and, together with Constellation
Ventures, Constellation Offshore and BSC, “Constellation”) the full amounts due
under the Subordinated Promissory Notes held by FirstMark (the “FirstMark
Notes”) and the Subordinated Promissory Notes held by Constellation (the
“Constellation Notes”) at any time, either upon the occurrence of an Event of
Default or on the Maturity Date, payment shall be made first to FirstMark until
the FirstMark Notes have been paid in full and then to Constellation with
respect to the Constellation Notes.


          5.
Subordination. The right of repayment of principal of and interest on
this Note shall be subordinated to the rights and security interest of (i) GE
Commercial Distribution Finance Corporation (“CDF”) in connection with the
August 21, 2007 secured Credit Facilities Agreement (“Credit Facilities Agreement”)
with CDF, as Administrative Agent, GECC Capital Markets Group, Inc., as Sole
Lead Arranger and Sole Bookrunner, and CDF and the other lenders listed in the
Credit Facilities Agreement; (ii) Columbia Partners, L.L.C. Investment
Management (“Columbia”), as Investment Manager for the Letter of Credit
Guarantors in connection with the Letter of Credit Commitment and Reimbursement
Agreement dated June 11, 2009 (the “L/C Agreement”), with Columbia, as
Investment Manager for the L/C Guarantors signatory thereto; and (iii)
Columbia, as Investment Manager and National Electric Benefit Fund (“NEBF”) in
connection with the November 23, 2005, secured credit agreement (the “CP/NEBF
Credit Agreement”) with Columbia, as Investment Manager, and NEBF, as Lender (CDF,
Columbia and NEBF collectively, the “Senior Lenders” and the Credit Facilities
Agreement, the L/C Agreement and the CP/NEBF Credit Agreement collectively, the
“Senior Debt”). The issuance of this Note requires the consent of the Senior
Lenders pursuant to the Senior Debt. The Borrower has obtained such consent.
While any default or event of default has occurred and is continuing with
respect to any Senior Debt, the Borrower shall not make and the Holder shall
not accept any payments or distribution in respect of this Note of any kind.
The Holder agrees that this Note shall remain unsecured at all times and the
Holder shall not accept any collateral security in respect hereof. For so long
as any Senior Debt remains outstanding or any Senior Lender 


4






shall have any
obligation to lend to the Borrower, the Holder shall not exercise any remedies
or take any enforcement action against the Borrower with respect to this Note.


          6.
Representations and Warranties of the Borrower


                    (a)
Organization and Qualification. Each of the Borrower and its
subsidiaries is duly organized, validly existing and in good standing under the
laws of its respective jurisdiction of incorporation or organization and has
the requisite power and authority to own, lease and operate its assets,
properties and business and to carry on its business as it is now being
conducted or proposed to be conducted. Each of the Borrower and its
subsidiaries is duly qualified as a foreign corporation to transact business,
and is in good standing, in each jurisdiction where it owns or leases real
property or maintains employees or where the nature of its activities make such
qualification necessary, except where such failure to qualify would not have a
Material Adverse Effect. For purposes of this Note, a “Material Adverse
Effect” shall mean an effect which is materially adverse to the business,
assets, properties, operations, results of operations or condition (financial
or otherwise) of the Borrower individually or of the Borrower and its
subsidiaries taken as a whole (excluding general economic conditions or acts of
war or terrorism).


                    (b)
Certificate of Incorporation and Bylaws. The Borrower has delivered to
the Holder true, correct, and complete copies of the Borrower’s certificate of
incorporation as in effect on the date hereof (the “Existing Certificate”)
and the Borrower’s bylaws as in effect on the date hereof (the “Bylaws”).


                    (c)
Corporate Power and Authority. The Borrower has all requisite corporate
power and authority to execute and deliver this Note. The Borrower has all
requisite corporate power and authority to carry out and perform its
obligations under the terms of this Note.


                    (d)
Authorization. The execution, delivery and performance by the Borrower
of this Note, and the performance of all of the obligations of the Borrower
under this Note have been authorized by the Board of Directors (or a duly
authorized committee thereof), and no other corporate action on the part of the
Borrower and no other corporate or other approval or authorization is required
on the part of the Borrower, or any person by law or otherwise in order to make
this Note the valid, binding and enforceable obligation (subject to (i) laws of
general application relating to bankruptcy, insolvency, and the relief of
debtors, and (ii) rules of law governing specific performance, injunctive
relief, or other equitable remedies) of the Borrower. This Note constitutes a
valid and legally binding obligation of the Borrower, enforceable against the
Borrower in accordance with its respective terms, subject to (i) laws of
general application relating to bankruptcy, insolvency, and the relief of
debtors, and (ii) rules of law governing specific performance, injunctive
relief, or other equitable remedies. 


                    (e)
Consents. Except as otherwise stated in Section 5, no consent, approval,
waiver or authorization, or designation, declaration, notification, or filing
with any person or entity (governmental or private), on the part of the
Borrower is required in connection with the valid execution, delivery and
performance of this Note or the 


5






consummation
of any other transaction contemplated hereby (other than such notifications or
filings required under applicable federal or state securities laws, if any),
except for such consents, approvals, waivers, authorizations, designations,
declarations, notifications, or filings that have been received prior to the
date hereof.


                    (f)
Brokers or Finders. The Borrower has not incurred, directly or
indirectly, as a result of any action taken by the Borrower, any liability for
brokerage or finders’ fees or agents’ commissions or any similar charges in
connection with this Note or any transaction contemplated hereby or thereby. 


                    (g)
Offering Exemption. Assuming the truth and accuracy of the
representations and warranties contained in Section 7, the issuance and
delivery to the Holder of this Note is exempt from registration under the
Securities Act of 1933, as amended (the “Securities Act”), and will be
registered or qualified (or exempt from registration or qualification) under
applicable state securities and “blue sky” laws, as currently in effect.


                    (h)
SEC Reports. (A) The Borrower has filed all required forms, reports and
documents with the Securities and Exchange Commission (the “SEC”) since
April 1, 2003 (the “SEC Reports”), each of which has complied in all material
respects with all applicable requirements of the Securities and the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and
regulations promulgated thereunder, each as in effect on the date such forms,
reports and documents were filed. (B) None of the following contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained herein or therein in light of the
circumstances under which they were made not misleading: (i) this Note, (ii)
the Existing Certificate, (iii) the Bylaws, or (iv) the SEC Reports. There is
no fact which, to the Knowledge of the Borrower, has not been disclosed to the
Holder, which could be expected to have a Material Adverse Effect on the
ability of the Borrower to perform its obligations under the Existing
Certificate, the Bylaws or this Note. (C) The Borrower is not aware of any
correspondence (other than routine communications), action or proposed or
threatened action by the SEC or Nasdaq with regard to the Borrower since April
1, 2006, other than such correspondence that has been disclosed by the Company
in its SEC Reports. For the purposes of this Note, “Knowledge” shall
mean, with respect to the Borrower, the knowledge, after diligent
investigation, of the directors, officers and senior management of the Borrower
and of the person or persons in such entity with responsibility for the matter
with respect to which the knowledge is applicable. 


                    (i)
Financial Statements. Included in the Borrower’s filings with the SEC
are the audited financial statements of the Borrower and its subsidiaries as at
and for the years ended March 31, 2008, 2007 and 2006 (the “Financial
Statements”). The Financial Statements have been prepared in accordance
with GAAP and fairly present the financial condition and operating results of
the Borrower and its subsidiaries as of the date, and for the period, indicated
therein.


6






                    (j)
Absence of Conflicts. The Borrower is not in violation of or default
under any provision of its Existing Certificate or Bylaws. The execution,
delivery, and performance of, and compliance with, this Note and the
consummation of the transactions contemplated hereby, do not and will not:


                              (i)
violate, conflict with or result in a breach of any provision of or constitute
a default (or an event which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination of, or accelerate the
performance required by, or result in the creation of any lien upon any of the
assets, properties or business of the Borrower and the subsidiaries under, any
of the terms, conditions or provisions of the Existing Certificate or the
Bylaws, or any material contract of the Borrower (for purposes of this Section
6(j)(i) a material contract of the Borrower shall be only those agreements that
are included as exhibits to the Borrower filings with the SEC); or


                              (ii)
violate any judgment, ruling, order, writ, injunction, award, decree, or any
law or regulation of any court or federal, state, county or local government or
any other governmental, regulatory or administrative agency or authority which
is applicable to the Borrower or any subsidiary or any of their assets, properties
or business, which violation would have a Material Adverse Effect. 


          7.
Representations and Warranties of Holder


          The
Holder hereby represents and warrants that:


                    (a)
Organization and Qualification. The Holder is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation or organization to carry on its business as it is now being
conducted or proposed to be conducted.


                    (b)
Power and Authority. The Holder has all requisite power and authority to
execute and deliver this Note, and to carry out and perform its obligations
under the terms of this Note.


7






                    (c)
Authorization. The execution, delivery and performance by the Holder of
this Note, and the performance of all of the obligations of the Holder under
this Note, have been duly and validly authorized, and no other action, approval
or authorization is required on the part of the Holder or any Person by Law or
otherwise in order to make this Note the valid, binding and enforceable
obligation (subject to (i) laws of general application relating to bankruptcy,
insolvency, and the relief of debtors, and (ii) rules of law governing specific
performance, injunctive relief, or other equitable remedies) of the Holder.
This Note when executed and delivered by the Holder will constitute a valid and
legally binding obligation of the Holder, enforceable against the Holder in
accordance with its terms subject to: (i) laws of general application relating
to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law
governing specific performance, injunctive relief, or other equitable remedies.


                    (d)
Acquired Entirely for Own Account. This Note will be acquired for investment
for the Holder’s own account, not as a nominee or agent, and not with a view to
the resale or distribution of any part thereof. The Holder’s principal office
is 1221 Avenue of the Americas, 26th Floor, New York, New York
10020. The Holder is aware that the Borrower is issuing this Note pursuant to
Section 4(2) of the Securities Act and Regulation D promulgated thereunder
without complying with the registration provisions of the Securities Act or
other applicable federal or state securities laws. The Holder is also aware
that the Borrower is relying upon, among other things, the representations and
warranties of the Holder contained in this Note for purposes of complying with
Regulation D. 


                    (e)
Disclosure of Information. The Holder has received and carefully
reviewed all the information it considers necessary or appropriate for deciding
whether to enter into this Note. The Holder further represents that the
Borrower has made available to the Holder, at a reasonable time prior to the date
of this Note, an opportunity to (a) ask questions and receive answers from the
Borrower regarding the terms and conditions of this Note and the business,
properties and financial condition of the Borrower, all of which questions (if
any) have been answered to the reasonable satisfaction of the Holder, and (b)
obtain additional information, all of which was furnished by the Borrower to
the reasonable satisfaction of the Holder. The foregoing, however, does not
limit or modify the representations and warranties of the Borrower in Section 6
of this Note or the right of the Holder to rely thereon.


                    (f)
Investment Experience. The Holder acknowledges that it is able to fend
for itself, can bear the economic risk of its investment, and has such
knowledge and experience in investing in companies similar to the Borrower and
in financial or business matters such that it is capable of evaluating the
merits and risks of this Note. The Holder has made the determination to enter
into this Note based upon its own independent evaluation and assessment of the
value of the Borrower and its present and prospective business prospects.


8






                    (g)
Accredited Investor. The Holder is an “accredited investor”
within the meaning of SEC Rule 501 of Regulation D, as presently in effect.


                    (h)
Restricted Security; Legends. The Holder recognizes that this Note will
not be registered under the Securities Act or other applicable federal or state
securities laws. The Holder understands that the Note is characterized as a
“restricted security” under the federal securities laws inasmuch as it is being
acquired from the Borrower in a transaction not involving a public offering.
The Holder acknowledges that it may not to sell or transfer this Note unless it
is registered under the Securities Act and under any other applicable
securities laws 


                    (i)
No General Solicitation. The Holder acknowledges that this Note was not
offered to the Holder by means of: (a) any advertisement, article, notice or
other communication published in any newspaper, magazine or similar medium, or
broadcast over television or radio, or (b) any other form of general
solicitation or advertising.


                    (j)
Absence of Conflicts. The Holder’s execution, delivery, and performance
of, and compliance with, this Note and the consummation of the transactions
contemplated hereby, do not and will not: 


                              (i)
violate, conflict with or result in a breach of any provision of or constitute
a default (or an event which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination of, or accelerate the
performance required by, or result in the creation of any lien upon any of the
assets, properties or business of the Holder under, any of the terms,
conditions or provisions of (i) its certificate/articles of formation or
organization or any of its other formation or organizational documents, or (ii)
any material contract to which it is a party; or


                              (ii)
violate any judgment, ruling, order, writ, injunction, award, decree, or any
law or regulation of any court or federal, state, county or local government or
any other governmental, regulatory or administrative agency or authority which
is applicable to the Holder or any of its assets, properties or businesses,
which violation would have a Material Adverse Effect.


                    (k)
Brokers or Finders. The Holder has not incurred, nor will it incur,
directly or indirectly, as a result of any action taken by the Holder, any
liability for brokerage or finders’ fees or agents’ commissions or any similar
charges in connection with this Note or any transaction contemplated hereby.
The Holder agrees to indemnify and hold the Borrower harmless from any
liability for any commission or compensation in the nature of a finders’ fee
(and the costs and expenses of defending against such liability or asserted
liability) for which the Holder, or any of its respective officers, employees
or representatives is responsible.


          8.
Miscellaneous. The following general provisions apply:


                    (a)
This Note, and the obligations and rights of the Borrower hereunder, shall be
binding upon and inure to the benefit of the Borrower, the Holder, and their
respective heirs, personal representatives, successors and assigns. The Holder
may


9






not transfer
this Note without the consent of the Borrower, which consent shall not be
unreasonably withheld. 


                    (b)
No amendment or waiver of any provision of the Note, nor consent to any
departure by a party herefrom, shall in any event be effective unless the same
shall be in writing and signed by the holders holding a majority of the then
outstanding aggregate principal balance of the $7,000,000 Notes; provided,
however, that no amendment that materially and adversely affects one or more
holders of the $7,000,000 Notes in a manner different and adverse from the
manner in which such amendment affects the other holders of such $7,000,000
Notes shall be effective without the written consent of such adversely affected
holder or holders. Any amendment, waiver or consent so made or effected shall
be binding upon all of the holders of the $7,000,000 Notes; provided, however,
the principal amount of this Note shall not be reduced without the prior
written consent of the holders of at least a majority of the then outstanding
principal amount of the $7,000,000 Notes. Any principal so reduced shall be so
reduced proportionally for all holders of the $7,000,000 Notes.


                    (c)
All payments shall be made in such coin and currency of the United States of
America as at the time of payment shall be legal tender therein for the payment
of public and private debts.


                    (d)
All notices and other communications required or permitted hereunder shall be
in writing. Notices shall be delivered personally, via recognized overnight
courier (such as Federal Express, DHL or Airborne Express) or via certified or
registered mail. All notices shall be effective upon receipt. Notices may be
delivered via facsimile or e-mail, provided that by no later than two days
thereafter such notice is confirmed in writing and sent via one of the methods
described in the previous sentence. Notices shall be addressed as follows:


                              (i)
if to the Borrower, to MTM Technologies, Inc., 1200 High Ridge Road, Stamford,
Connecticut 06905, Attention: Steven Stringer, with a copy to Ballard Spahr
Andrews & Ingersoll, LLP, 1735 Market Street, 51st Floor,
Philadelphia, Pennsylvania 19103, Attention: Justin P. Klein.


                              (ii)
if to the Holder, to c/o FirstMark Capital, L.L.C. 1221 Avenue of the Americas,
26th Floor, New York, New York, 10020, with a copy to Brian Kempner,
c/o FirstMark Capital, L.L.C., 1221 Avenue of the Americas, 26th
Floor, New York, New York, 10020.


                    (e)
Whenever possible, each provision of this Note will be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Note 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 Note will be reformed, construed and enforced in such
jurisdiction to the greatest extent possible to carry out the intentions of the
parties hereto.


10






                    (f)
This Note shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the laws of the State of New York.


Signature on the following page


11






                    IN
WITNESS WHEREOF, the Borrower has caused this instrument to be executed in its
corporate name by a duly authorized officer, by order of its Board of Directors
as of the day and year first above written.


	
 

	
 

	
 


	
 

	
MTM
 TECHNOLOGIES, INC.


	
 

	
 

	
 


	
 

	
By:

	
/s/ Steven Stringer


	
 

	
 

	



	
 

	
Name: Steven
 Stringer


	
 

	
Title:
   President and Chief Executive Officer





12