Exhibit 10.5


NINTH AMENDMENT TO

CREDIT FACILITIES AGREEMENT


          This
NINTH AMENDMENT TO CREDIT FACILITIES AGREEMENT (this “Agreement”) is entered
into as of June 11, 2009 and is effective on such date unless other otherwise
expressly provided herein, and is by and among MTM TECHNOLOGIES, INC., a New
York corporation (“Parent”), MTM TECHNOLOGIES (US), INC., a Delaware
corporation, MTM TECHNOLOGIES (MASSACHUSETTS), LLC, a Delaware limited
liability company, and INFO SYSTEMS, INC., a Delaware corporation
(collectively, and separately referred to as, “Borrower” or “the Borrower”),
and GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION (“CDF”), as Administrative
Agent, and CDF, as the sole lender (the “Lender”). 


Recitals:


	
 

	
 


	
A. 

	
Borrower,
 Administrative Agent and the Lender are parties to that certain Credit
 Facilities Agreement dated as of August 21, 2007, as amended by the First
 Amendment to Credit Facilities Agreement entered into and effective as of
 August 21, 2007, as further amended by the Second Amendment to Credit
 Facilities Agreement entered into and effective as of February 4, 2008, as
 further amended by the Third Amendment to Credit Facilities Agreement entered
 into and effective as of February 28, 2008, as further amended by the Fourth
 Amendment to Credit Facilities Agreement entered into as of May 16, 2008, as
 further amended by the Fifth Amendment to Credit Facilities Agreement entered
 into as of June 11, 2008 (the “Fifth Amendment”), as further amended by the
 Sixth Amendment to Credit Facilities Agreement entered into as of November
 13, 2008, as further amended by the Seventh Amendment to Credit Facilities
 Agreement entered into as of February 3, 2009, and as further amended by the
 Eighth Amendment to Credit Facilities Agreement entered into as of June 2,
 2009 (as amended, the “Loan Agreement”). 


	
 

	
 


	
B. 

	
Administrative
 Agent, Lender and Borrower have agreed to the provisions set forth herein on
 the terms and conditions contained herein. 





Agreement


          Therefore,
in consideration of the mutual agreements herein and other sufficient
consideration, the receipt of which is acknowledged, Borrower, Administrative
Agent and the Lender hereby agree as follows: 


1. Definitions. All
references to the “Agreement” or the “Loan Agreement” in the Loan Agreement and
in this Agreement and all references to the “Loan Agreement” in the other Loan
Documents shall be deemed to be references to the Loan Agreement as it may be
amended, restated, extended, renewed, replaced, or otherwise modified from time
to time. Capitalized terms used and not otherwise defined herein have the
meanings given them in the Loan Agreement. 


2. Effectiveness of Agreement.
This Agreement shall become effective as of the date first written above (or
such other date as may be expressly stated herein), but only if (a) this
Agreement has been executed by Borrower, Administrative Agent and the Lender,
and (b) each of the other documents listed on Exhibit A have been duly executed
and delivered to Administrative Agent in form and substance satisfactory to the
Lender. 


3. ILOCS. If the
original ILOCs are not delivered as required hereby, but Lender receives faxes
or PDF copies of the signed ILOCs as of the date first written above, Lender
will, subject to the






other terms
and conditions hereof, make Advances solely to fund the June 12, 2009 payroll
and it shall make no other Advances unless and until the original ILOCs are
delivered to Administrative Agent. 


4. Consent to Sale.
Parent desires to sell its DataVox business in one asset sale transaction
(“Sale Transaction”) because the DataVox business is not a core competency of
the Parent, and the Parent desires to focus its resources on its core
competencies. Parent anticipates that (i) the aggregate purchase price for the
Sale Transaction would be between $60,000 and $100,000 and (ii) the aggregate
liabilities that would be assumed by purchasers in connection with the sale of
the DataVox business would be between $55,000 and $70,000. 


          In
the Sale Transaction, Parent anticipates that (a) approximately eleven full
time employees of Parent resident in New York, who are currently dedicated to
the DataVox Business, would be offered employment by a purchaser (“Transferred
Employees”), (b) Parent would convey only those assets associated with the DataVox
Business, including the DataVox name and associated trademarks, one printer,
fewer than eight laptop computers, and related IT hardware but no accounts
receivable or inventory (the “Sales Transactions Assets”), and (c) that it
would assign to the purchaser those liabilities associated with the Transferred
Employees. Each Borrower hereby represents and warrants that the Sale
Transactions will not affect Borrowing Base. 


          Borrowers
hereby request that the Lender waive the application of Section 14.9 of the
Loan Agreement to the Sale Transaction. 


          If
(i) the Sale Transaction will not affect Borrowing Base, (ii) 100% of the net
proceeds of the Sale Transaction are delivered to the Administrative Agent, and
(iii) any agreement governing the Sale Transaction provides that the buyer of
the DataVox business will immediately turn over to Borrowers for deposit into
the Lockboxes any payments on accounts receivable and other amounts that are
owing to Borrowers, then Lender hereby consents to the Sale Transaction.
Promptly following delivery to Administrative Agent of a detailed listing of
all assets being sold in the Sale Transaction and receipt by Administrative
Agent of 100% of the net proceeds of the Sale Transaction, the Administrative
Agent shall, at the Borrower’s sole cost and expenses, file or record, as
appropriate, any partial releases or terminations necessary to effectuate its
Security Interests in the Sale Transaction Assets. 


5. Special Guaranty.
Upon the effectiveness of this Amendment, (i) the Special Guaranty is and shall
be terminated and (ii) Lender waives any right to make a claim thereunder. 


6. Amendments. The
Loan Agreement is hereby amended as follows: 


          6.1. Existing Defined Terms in Exhibit 2.1.



The defined
term “Special Guaranty” is hereby deleted from Exhibit 2.1. 


The definition
of Material Agreement is deleted in its entirety and replaced with the
following: 


	
 

	
 


	
 

	
“MATERIAL AGREEMENT
 — as to Borrower, any Guarantor or any other Covered Person, any Contract to
 which Borrower, any Guarantor or any Covered Person is a party or by which
 any such Borrower, any Guarantor or any other Covered Person is bound which,
 if violated or breached, has or is reasonably likely to have a Material
 Adverse Effect, including, without limitation, all Other Creditor
 Indebtedness Documents, all Subordinated Indebtedness Documents, all
 Reimbursement Indebtedness Documents, all FirstMark Indebtedness Documents,
 all documents referenced in any Intercreditor Agreement, including, without limitation,
 the Other Creditor Indebtedness Documents.” 





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The definition
of “Subordination Agreement” is deleted and replaced with the following: 


	
 

	
 


	
 

	
“SUBORDINATION AGREEMENT
— the Subordination Agreement by and between Administrative Agent, on behalf
of the Lenders, and the Subordinated Lenders or the Reimbursement Lenders, as
the case may be, in form and substance satisfactory to Administrative Agent.” 






          6.2.
New Defined Terms. The following defined terms “ILOC”,
“Reimbursement Indebtedness”, “Reimbursement Indebtedness Documents” and
“Reimbursement Lenders” are hereby added to Exhibit 2.1 in alphabetical order
as follows: 


	
 

	
 


	
 

	
“ILOC —
 means one or more irrevocable standby letters of credit in the aggregate face
 amount of no less than $8,500,000, each of which shall (a) be issued by Bank
 of New York Mellon or another financial institution acceptable to
 Administrative Agent in its sole discretion, (b) name Administrative Agent as
 beneficiary, (c) be issued for the account of one or more holders of the
 Reimbursement Indebtedness, (d) have an expiry of at least 60 days beyond the
 Revolving Loan Maturity Date, (e) provide, inter
 alia, that upon the occurrence of an Event of Default described in
 Sections 16.1.1, 16.1.12 (other than clause (i) thereof), or 16.1.15 of the
 Loan Agreement, the Administrative Agent may fully draw on such letter of
 credit, and (f) contain such other terms and provisions as may be acceptable
 to Administrative Agent in it sole discretion.” 


	
 

	
 


	
 

	
“REIMBURSEMENT INDEBTEDNESS — means the Indebtedness incurred in
 connection with that certain Letter of Credit Commitment and Reimbursement
 Agreement, dated June ___, 2009, as amended, modified, restated or replaced
 from time to time.” 


	
 

	
 


	
 

	
“REIMBURSEMENT INDEBTEDNESS DOCUMENTS
 — each document, instrument and agreement evidencing all or any portion of
 the Reimbursement Indebtedness.” 


	
 

	
 


	
 

	
“REIMBURSEMENT LENDERS — means each Person to whom the Reimbursement
 Indebtedness is owed.” 





          6.3.
Borrowing Base. Section 3.1.4 of the Loan Agreement is
deleted in its entirety and replaced with the following: 


	
 

	
 


	
 

	
“3.1.4.1. 85% of the total outstanding
 principal balance of all of Borrowers’ Eligible Accounts as of the close of
 business on such date, or as certified in the Borrowing Base Certificate most
 recently furnished to Administrative Agent as required in Section 13.14.1,
 whichever is less, provided, however, from and after October 1, 2009, with
 respect to Borrower’s Eligible Receivables arising from and after October 1,
 2009, the foregoing percentage shall be reduced to 80%, and provided further
 however, from and after January 1, 2010, with respect to Borrower’s Eligible
 Receivables arising from and after January 1, 2010, the foregoing percentage
 shall be reduced to 75%; plus 


	
 

	
 


	
 

	
3.1.4.2. while the ILOC remains issued and
 outstanding, $7,000,000 less any amounts drawn by Administrative Agent or
 Lender under the ILOC; minus 


	
 

	
 


	
 

	
3.1.4.3. $1,750,000; minus 


	
 

	
 


	
 

	
3.1.4.4. any other reserves or deductions
 from the “Borrowing Base” which Administrative Agent or the Required Lenders
 believe to be appropriate in their respective commercially reasonable
 discretion.” 





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          6.4.
Maturity. Section 6.1.2.3 of the Loan Agreement is
deleted in its entirety and replaced with the following: 


	
 

	
 


	
 

	
“6.1.2.3. Maturity. Borrower shall repay the
 entire amount of the Aggregate Revolving Loan on March 31, 2010 and Borrower
 shall repay the entire amount of the Swingline Loan on demand, or if no
 demand is made, on March 31, 2010, and plus at such time, payment of cash
 collateral satisfactory to Administrative Agent as security for Borrower’s
 obligation to reimburse the Letter of Credit Issuer for 105% of all draws and
 expenses under all outstanding Letters of Credit. Borrower shall repay the
 entire amount of the Aggregate Floorplan Loan and the Interim Floorplan Loan
 on the date as provided in Section 3.2.7 or specified elsewhere in this
 Agreement or if no demand is made as set forth in Section 3.2.7 or elsewhere
 in this Agreement, then on March 31, 2010 (such date being, the “Floorplan
 Loan Maturity Date”), plus cash collateral equal to 100% of any unfunded
 Approvals, in which case such Approvals shall be otherwise paid in accordance
 with the applicable Transaction Statements.” 


	
 

	
 


	
 

	
6.5. Solvency. Section 11.14 of the Loan
 Agreement is deleted in its entirety and replaced with the following: 


	
 

	
 


	
 

	
“11.14 Intentionally Omitted.” 


	
 

	
 


	
 

	
6.6. Projections. Section 11.15 of the Loan
 Agreement is deleted in its entirety and replaced with the following: 


	
 

	
 


	
 

	
“11.15 The projections of Borrower’s
 financial condition, results of operations, and cash flow for the period
 through March 31, 2008, a copy of which have been delivered to Administrative
 Agent, represent, as of the Effective Date, Borrower’s good faith estimate of
 Borrower’s future financial performance for the periods set forth therein.
 Such projections have been prepared on the basis of the assumptions set forth
 therein reasonably believed by Borrower in good faith to be fair and
 reasonable.” 


	
 

	
 


	
 

	
6.7. Representations and Warranties re: other Indebtedness. 





Section 11.24
is deleted in its entirety and replaced with the following: 


	
 

	
 


	
 

	
“11.24. Other Creditor Indebtedness; Intercreditor Documents;
 Subordinated Indebtedness, FirstMark Indebtedness; Reimbursement
 Indebtedness. There is no breach or default with
 respect to the Other Creditor Indebtedness, and the Other Creditor
 Indebtedness has been incurred in accordance with the terms of this
 Agreement. There is no breach or default by or attributable to a Covered
 Person of any obligation set forth in any Intercreditor Agreement or any
 Other Creditor Indebtedness Document. There is no breach or default with
 respect to the Subordinated Indebtedness, and the Subordinated Indebtedness
 has been incurred in accordance with the terms of this Agreement. There is no
 breach or default by or attributable to any holder of the Subordinated
 Indebtedness under the Subordination Agreement. There is no breach or default
 with respect to the FirstMark Indebtedness, and the FirstMark Indebtedness
 has been incurred in accordance with the terms of this Agreement. There is no
 breach or default with respect to the Reimbursement Indebtedness, and the
 Reimbursement Indebtedness has been incurred in accordance with the terms of
 this Agreement. There is no breach or default by or attributable to any
 holder of the Reimbursement Indebtedness under the Subordination Agreement.” 


	
 

	
 


	
 

	
6.8. Notices. 





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Section
13.10.7 is deleted in its entirety and replaced with the following: 


	
 

	
 


	
 

	
“13.10.7. Borrower shall promptly deliver
 notice to Administrative Agent of the assertion by the holder of any Capital
 Securities in a Covered Person, the FirstMark Indebtedness, the Subordinated
 Indebtedness, the Reimbursement Indebtedness or any other Indebtedness of a
 Covered Person in the outstanding principal amount in the aggregate in excess
 of $500,000 that a default exists with respect thereto or that such Covered
 Person is not in compliance with the terms thereof, or of the threat or
 commencement by such holder of any enforcement action because of such
 asserted default or noncompliance.” 


	
 

	
 


	
 

	
6.9. Subordinated Indebtedness and Reimbursement Indebtedness. 





Section 14.2.4
of the Loan Agreement is deleted in its entirety and replaced with the
following: 


	
 

	
 


	
 

	
“14.2.4. (i) The Subordinated Indebtedness
 up to an aggregate of $40,000,000 outstanding in principal at any time if a
 Subordination Agreement remains in effect with respect thereto and the
 Subordinated Indebtedness contains terms and provisions acceptable to
 Administrative Agent, and (ii) the Reimbursement Indebtedness up to an
 aggregate of $8,500,000 outstanding in principal amount at any time plus the
 Success Fee (as such term is defined in the Reimbursement Obligation
 Documents) if a Subordination Agreement remains in effect with respect to the
 Reimbursement Indebtedness and the Reimbursement Indebtedness contains terms
 and provisions acceptable to Administrative Agent.” 


	
 

	
 


	
 

	
6.10. FirstMark Indebtedness. 





Section
14.2.12 of the Loan Agreement is deleted in its entirety and replaced with the
following: 


	
 

	
 


	
 

	
“14.2.12. Unsecured subordinated
 Indebtedness owing to FirstMark III, L.P. (formerly known as Pequot Equity
 Fund III, L.P.), FirstMark III Offshore Partners, L.P. (formerly known as
 Pequot Offshore Private Equity Partners III, L.P.), Constellation Venture
 Capital II, L.P., CVC II Partners, LLC, The BSC Employee Fund VI, L.P. and/or
 Constellation Venture Capital Offshore II, L.P., up to $7,000,000 in the
 aggregate principal amount with interest payable in preferred Capital
 Securities of MTM Technologies, Inc. and which may be coupled with warrants
 for the Capital Securities of MTM Technologies, Inc. (so long as the exercise
 thereof shall not result in a Change of Control) (the “FirstMark Indebtedness”)
 which such FirstMark Indebtedness may not be repaid without the prior written
 consent of the Required Lenders.” 


	
 

	
 


	
 

	
6.11. Payment on other Indebtedness. 





Section 14.3
is deleted in its entirety and replaced with the following: 


	
 

	
 


	
 

	
“14.3. Payments on Other Creditor Indebtedness; Subordinated
 Indebtedness; Reimbursement Indebtedness; FirstMark Indebtedness.
 Make any nonscheduled prepayment of principal or interest on any Other Credit
 Indebtedness unless both immediately before and after giving effect to any
 such prepayment, there shall be no Default or Event of Default; make any
 payment of principal on the Subordinated Indebtedness; make any payment of
 interest on the Subordinated Indebtedness unless such payment of interest is
 scheduled to be made under the Subordinated Indebtedness Documents and such
 payment is expressly permitted by the terms of the applicable Subordination
 Agreement and Section 6.3.3.2 hereof; make any payment of principal on the
 FirstMark Indebtedness unless such payment of principal is schedule to be
 made under the FirstMark Indebtedness Documents and such payment is expressly
 permitted by the 





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terms of
 Section 14.2.12 hereof or make any cash interest payment on the FirstMark
 Indebtedness; modify, amend, supplement, compromise, satisfy, release or
 discharge any of the Reimbursement Indebtedness Documents, the Subordinated
 Indebtedness Documents, any collateral securing the same, the FirstMark
 Indebtedness Documents, or any Person liable directly or indirectly with
 respect thereto; make any payment of principal, interest or fees on the
 Reimbursement Indebtedness; or make any reimbursement of expenses with
 respect to the Reimbursement Indebtedness unless such reimbursement is
 expressly permitted by the terms of the applicable Subordination Agreement.
 Prevent or attempt to prevent a drawing under any ILOC or the payment on any
 drawing on any ILOC.” 


	
 

	
 


	
 

	
6.12. Prepayments. 





Section 14.4
is deleted in its entirety and replaced with the following: 


	
 

	
 


	
 

	
“14.4. Prepayments. Prepay, whether
 voluntarily or otherwise, any Indebtedness, including without limitation, the
 Reimbursement Indebtedness, the Subordinated Indebtedness and the FirstMark
 Indebtedness, other than (a) the Loan Obligations in accordance with the
 terms of the Loan Documents, (b) trade payables in the ordinary course of
 business consistent with past practices, (c) as permitted by Section 14.3.” 


	
 

	
 


	
 

	
6.13. Permitted Security Interests. 





A new Section
14.6 12 is added to the Loan Agreement as follows: 


	
 

	
 


	
 

	
“14.6.12. Security Interests securing the
 Reimbursement Indebtedness if and only if a Subordination Agreement is in
 effect.” 


	
 

	
 


	
 

	
6.14. Defaults. 





Section
16.1.12(i) is deleted in its entirety and replaced with the following:


	
 

	
 


	
 

	
“Intentionally
 Omitted.”





Section 16.1.11
is deleted in its entirety and replaced with the following: 


	
 

	
 


	
 

	
“16.1.11. Other Creditor Indebtedness; Reimbursement Indebtedness;
 Subordinated Indebtedness; FirstMark Indebtedness; ILOC Drawing.
 The occurrence of (a) any breach, default or event of default with respect to
 any of the Other Creditor Indebtedness in excess of $250,000 in the aggregate
 which is not cured or waived within any applicable grace period or any
 acceleration thereof or right to accelerate, or (b) the termination of any
 Intercreditor Agreement by any party thereto, other than Administrative
 Agent, prior to the payment in full of all of the Other Creditor Indebtedness
 covered thereby. The occurrence of (a) any breach or default with respect to
 the Subordinated Indebtedness that is not cured within any applicable grace
 period or any acceleration thereof or right to accelerate, or (b) any breach
 or default of the Subordination Agreement by the holder of any of the
 Subordinated Indebtedness. The occurrence of (a) any breach or default with
 respect to the Reimbursement Indebtedness that is not cured within any
 applicable grace period or any acceleration thereof or right to accelerate,
 (b) any breach or default of the Subordination Agreement by the holder of any
 of the Reimbursement Indebtedness, (c) any termination of the Reimbursement
 Indebtedness Documents, and (d) any obligation or the Borrower to pay, or any
 demand on the Borrower to pay, the Success Fee (as such term is defined in
 the Reimbursement Indebtedness Documents). The occurrence of any breach or
 default with respect to the FirstMark Indebtedness that is not cured within
 any applicable grace period or any 





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acceleration
 thereof or right to accelerate. If any of the Subordinated Indebtedness or
 FirstMark Indebtedness has a maturity date earlier than November 23, 2010.
 The drawing or attempted drawing on any ILOC; or the refusal of any issuer of
 any ILOC to honor a draw thereunder; or the attempt to prevent or the
 prevention by the Borrower or any other Person of any draw on any ILOC.” 





7. General Representations and Warranties of Borrower.
Each Borrower hereby represents and warrants to Administrative Agent and the
Lender that (i) such Borrower’s execution of this Agreement has been duly
authorized by all requisite action of such Borrower, (ii) no consents are
necessary from any third parties for such Borrower’s execution, delivery or
performance of this Agreement except for those already duly obtained, (iii)
this Agreement, the Loan Agreement, and each of the other Loan Documents,
constitute the legal, valid and binding obligations of such Borrower
enforceable against such Borrower in accordance with their terms, except to the
extent that the enforceability thereof against such Borrower may be limited by
bankruptcy, insolvency or other laws affecting the enforceability of creditors
rights generally or by equity principles of general application, (iv) there is
no Existing Default, (v) the execution, delivery and performance of this
Agreement by Borrower does not violate, contravene, or conflict with any
Material Law or Material Agreement, (vi) there are no Material Proceedings
pending or, to the knowledge of Borrower, threatened, (vii) since August 21,
2007, no Borrower’s Charter Documents have been amended, restated or otherwise
modified in any manner which has or is reasonably likely to have a Material
Adverse Effect on any Covered Person or which will or is reasonably likely to
cause a Default or Event of Default, and (viii) except as disclosed on the
Disclosure Schedule attached hereto (which amends and restates in its entirety
the Disclosure Schedule attached to the Loan Agreement), all of the
representations and warranties contained in Section 11 of the Loan Agreement
are true and correct with the same force and effect as if made on and as of the
date of this Agreement with such exceptions as have been disclosed to
Administrative Agent and the Lenders in writing. 


8. Reaffirmation; No Claims; RELEASE. Each
Borrower hereby represents, warrants, acknowledges and confirms that (i) the
Loan Agreement and the other Loan Documents remain in full force and effect,
(ii) the Security Interests of the Administrative Agent under the Security
Documents secure all the Loan Obligations under the Loan Agreement, continue in
full force and effect, and have the same priority as before this Agreement,
(iii) no Borrower has any defenses to its obligations under the Loan Agreement
and the other Loan Documents, and (iv) NO BORROWER HAS ANY CLAIM AGAINST ADMINISTRATIVE AGENT OR
THE LENDERS OR ANY OF THEIR RESPECTIVE PRESENT AND FORMER SHAREHOLDERS,
AFFILIATES, SUBSIDIARIES, DIVISIONS, PREDECESSORS, DIRECTORS, OFFICERS,
ATTORNEYS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES ARISING FROM OR IN
CONNECTION WITH THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS.
Until the Loan Obligations are paid in full in good funds and all obligations
and liabilities of Borrower under the Loan Agreement and the Loan Documents are
performed and paid in full in good funds, Borrower agrees and covenants that it
is bound by the covenants and agreements set forth in the Loan Agreement, the
Loan Documents and in this Agreement. Borrower hereby ratifies and confirms the
Loan Obligations. This Agreement is a Loan Document. 


EACH BORROWER, ON
BEHALF OF ITSELF AND ITS RESPECTIVE SUCCESSORS, ASSIGNS, AND OTHER LEGAL
REPRESENTATIVES, HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY RELEASES,
REMISES AND FOREVER DISCHARGES ADMINISTRATIVE AGENT, LENDER, AND EACH OF THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS, AND THEIR PRESENT AND FORMER SHAREHOLDERS,
AFFILIATES, SUBSIDIARIES, DIVISIONS, PREDECESSORS, DIRECTORS, OFFICERS,
ATTORNEYS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES (ADMINISTRATIVE AGENT,
LENDER, AND ALL SUCH OTHER PARTIES BEING HEREINAFTER REFERRED TO COLLECTIVELY
AS THE “RELEASEES” AND INDIVIDUALLY AS A “RELEASEE”), OF AND FROM ALL DEMANDS, 


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ACTIONS, CAUSES OF
ACTION, SUITS, COVENANTS, CONTRACTS, CONTROVERSIES, AGREEMENTS, PROMISES, SUMS
OF MONEY, ACCOUNTS, BILLS, RECKONINGS, DAMAGES AND ANY AND ALL OTHER CLAIMS,
COUNTERCLAIMS, DEFENSES, RIGHTS OF SET-OFF, DEMANDS AND LIABILITIES WHATSOEVER
OF EVERY NAME AND NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, BOTH AT
LAW AND IN EQUITY, WHICH ANY BORROWER, OR ANY OF THEIR RESPECTIVE SUCCESSORS,
ASSIGNS, OR OTHER LEGAL REPRESENTATIVES MAY NOW OR HEREAFTER OWN, HOLD, HAVE OR
CLAIM TO HAVE AGAINST THE RELEASEES OR ANY OF THEM FOR, UPON, OR BY REASON OF
ANY NATURE, CAUSE OR THING WHATSOEVER WHICH ARISES AT ANY TIME ON OR PRIOR TO
THE DAY AND DATE OF THIS AGREEMENT, FOR OR ON ACCOUNT OF, OR IN RELATION TO, OR
IN ANY WAY IN CONNECTION WITH THE LOAN AGREEMENT, AS AMENDED AND SUPPLEMENTED
THROUGH THE DATE HEREOF, AND/OR THE OTHER LOAN DOCUMENTS, AS AMENDED AND
SUPPLEMENTED THROUGH THE DATE HEREOF. 


9. Payments. Each
Borrower reaffirms, covenants and agrees to direct all Account Debtors to remit
payments on their Accounts to a Lockbox, including, without limitation, the
Account owing from Defense Finance and Accounting Services. 


10. Effect of Agreement. The execution,
delivery and effectiveness of this Agreement shall not and does not operate as
a waiver of any right, power or remedy of Administrative Agent or the Lenders
under the Loan Agreement or any of the other Loan Documents, nor constitute a
waiver of any provision of the Loan Agreement or any of the other Loan
Documents or any Existing Default or Event of Default. The execution, delivery
and effectiveness of this Agreement shall not and does not act as a release or
subordination of the liens and Security Interests of Administrative Agent under
the Loan Documents. 


11. Payment of Fees and Expenses. Borrower
shall promptly pay to Administrative Agent an amount equal to all reasonable
fees, costs, and expenses, incurred by the Administrative Agent (including all
reasonable attorneys fees and expenses) in connection with the preparation,
negotiation, execution, and delivery of this Agreement, and any further
documentation which may be required in connection herewith. 


12. Governing Law. This Agreement and the
rights and obligations of the parties hereunder and thereunder shall be
governed by and construed and interpreted in accordance with the internal Laws
of the State of Illinois applicable to contracts made and to be performed
wholly within such state, without regard to choice or conflicts of law
principles. 


13. Patriot Act. Administrative Agent and each
Lender hereby notifies the Borrowers that, pursuant to the requirements of the
USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001
(as amended from time to time (including any successor statute) and together
with all rules promulgated thereunder, collectively, the “Act”), it is required
to obtain, verify and record information that identifies the Borrowers and any
Guarantor, which information includes the name and address of the Borrowers and
any Guarantor and other information that will allow Administrative Agent and
each Lender to identify the Borrowers and each Guarantor in accordance with the
Act. 


14. Section Titles. The section titles in this
Agreement are for convenience of reference only and shall not be construed so
as to modify any provisions of this Agreement. 


15. Counterparts; Facsimile Transmissions. This
Agreement may be executed in one or more counterparts and on separate
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Signatures to this
Agreement may be given by 


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facsimile or
other electronic transmission, and such signatures shall be fully binding on
the party sending the same. 


16. Binding Arbitration. This Agreement is
subject to the binding arbitration provisions contained in the Loan Agreement
and the Loan Documents as applicable to the parties hereto. 


17. Incorporation By Reference. Administrative
Agent, the Lender and Borrower hereby agree that all of the terms of the Loan
Documents are incorporated in and made a part of this Agreement by this
reference. 


18. Notice—Oral Commitments Not Enforceable. 


ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY,
EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING
PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE
LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT
AGREEMENT. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING
OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED
IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. 


19. Statutory Notice-Insurance. 


UNLESS YOU PROVIDE EVIDENCE OF THE INSURANCE
COVERAGE REQUIRED BY YOUR AGREEMENT WITH US, WE MAY PURCHASE INSURANCE AT YOUR
EXPENSE TO PROTECT OUR INTERESTS IN YOUR COLLATERAL. THIS INSURANCE MAY, BUT
NEED NOT, PROTECT YOUR INTERESTS. THE COVERAGE THAT WE PURCHASE MAY NOT PAY ANY
CLAIM THAT YOU MAKE OR ANY CLAIM THAT IS MADE AGAINST YOU IN CONNECTION WITH
THE COLLATERAL. YOU MAY LATER CANCEL ANY INSURANCE PURCHASED BY US, BUT ONLY
AFTER PROVIDING EVIDENCE THAT YOU HAVE OBTAINED INSURANCE AS REQUIRED BY OUR
AGREEMENT. IF WE PURCHASE INSURANCE FOR THE COLLATERAL, YOU WILL BE RESPONSIBLE
FOR THE COSTS OF THAT INSURANCE, INCLUDING THE INSURANCE PREMIUM, INTEREST AND
ANY OTHER CHARGES WE MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE
INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE
INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO YOUR TOTAL OUTSTANDING
BALANCE OR OBLIGATION. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE
YOU MAY BE ABLE TO OBTAIN ON YOUR OWN. 


{remainder of page
intentionally left blank; signature page immediately follows}


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          IN
WITNESS WHEREOF, this Agreement has been duly executed as of the date first
above written. 


	
 
	
 
	
 

	
 
	
 
	
 

	
GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION,

	
as
 Administrative Agent and sole Lender

	
 
	
 
	
 

	
By:  
	
 
	
/s/ David Mintert

	
 
	


	
Name:
	
David Mintert

	
 
	
 
	


	
Title:
	
Operations Director

	
 
	


	
 
	
 
	
 

	
MTM TECHNOLOGIES, INC., as a Borrower

	
 
	
 
	
 

	
By:
	
 
	
/s/ Steven Stringer

	
 
	


	
Name:
	
Steven
 Stringer

	
Title:
	
President
 and Chief Executive Officer 

	
 
	
 
	
 

	
MTM TECHNOLOGIES (US), INC., as a Borrower

	
 
	
 
	
 

	
By:
	
 
	
/s/ Steven Stringer

	
 
	


	
Name:
	
Steven
 Stringer

	
Title:
	
President
 and Chief Executive Officer 

	
 
	
 
	
 

	
MTM TECHNOLOGIES (MASSACHUSETTS), LLC, as a
 Borrower

	
 
	
 
	
 

	
By:
	
 
	
/s/ Steven Stringer

	
 
	


	
Name:
	
Steven
 Stringer

	
Title:
	
President
 and Chief Executive Officer 

	
 
	
 
	
 

	
INFO SYSTEMS, INC., as a Borrower

	
 
	
 
	
 

	
By:
	
 
	
/s/ Steven Stringer

	
 
	

	
Name:
	
Steven
 Stringer

	
Title:
	
President
 and Chief Executive Officer 




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