Exhibit 10.8 


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. 


THIRD AMENDED AND RESTATED SUBORDINATED
PROMISSORY NOTE


	
 

	
 


	
$2,191,123

	
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 two million one hundred ninety one thousand one hundred
twenty three dollars ($2,191,123) with interest on the unpaid balance from the
date hereof, at the rate of eight and one-half percent (8.5%) 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 Third
Amended and Restated Promissory Note (this “Note”) amends and restates
in its entirety that certain Second Amended and Restated Promissory Note, dated
as of June 11, 2008 and made by the Borrower to the Holder to evidence the
principal sum of $2,191,123 (the “Second Amended and Restated Note”).
This Note evidences the same indebtedness evidenced by the Second 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 Second
Amended and Restated Note and the·terms, covenants, agreements, rights,
obligations and conditions contained in the Second Amended and Restated Note.
The Second Amended and Restated Note evidences the same indebtedness evidenced
by that certain First Amended and Restated Promissory Note dated as of March
28, 2008 and made by the Borrower to the Holder to evidence the principal sum
of $2,191,123; and that First Amended and Restated Note did not create or
evidence any new or additional indebtedness. 


          The
principal of and interest on this Note shall be due and payable as follows: the
principal balance and all interest accrued hereon from February 28, 2008 to the
date of payment of the principal amount hereof shall be due on 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 $0.561; 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. 


          In
addition to the issuance
of this Note, in 2008 and 2009 Borrower issued to FirstMark III, L.P. (formerly
Pequot Private Equity Fund III, L.P.) and to FirstMark III Offshore Partners,
L.P. (formerly 






Pequot Offshore Private
Equity Partners III, 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
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, 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, 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) ten and
one-half percent (10.5%) 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 (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 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 





2






	
 

	
 

	
 


	
 

	
 

	
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, funding 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)
Exercise of Remedies. 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. 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”), 


3






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
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 


4






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 obligations (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. 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 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, this 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, each of which has
complied in all material respects with all applicable requirements of the
Securities Act 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 in light of the circumstances under which they were made not misleading:
(i) this Note, (ii) the Borrower’s 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, Bylaws 


5






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. 


                    
 (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, have 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. 


                    (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 has 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 


6






enforceable obligations (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. 


                    (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 Securities: 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
“restricted securities” 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 


7






(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, have 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 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. 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.


                    (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. 


                    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 


8






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, Attention
Justin P. Klein, 1735 Market Street, 51st Floor, Philadelphia, PA
19103.


                              
(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 Americas, 26th
Floor, New York, New York 10020. 


                    (d)
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. 


                    (e)
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


9






                    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