Exhibit
10.2


EXECUTION COPY


SECURITY AGREEMENT


          THIS
SECURITY AGREEMENT (this “Agreement”)
is entered into as of this 11th day of June, 2009 (the “Closing Date”) by and among MTM
TECHNOLOGIES, INC.,
a New York corporation (“MTM”),
MTM TECHNOLOGIES (US), INC.,
a Delaware corporation (“MTM-US”),
MTM TECHNOLOGIES (MASSACHUSETTS), LLC, a Delaware limited liability company (“MTM-MA”), and
INFO SYSTEMS, INC.,
a Delaware corporation (“ISI”;
MTM, MTM-US, MTM-MA, and ISI are collectively, the “Borrowers” and each a “Borrower”);
and COLUMBIA PARTNERS, L.L.C. INVESTMENT MANAGEMENT, as investment
manager (“Investment Manager”) for
the benefit of itself and NATIONAL ELECTRICAL BENEFIT FUND (“NEBF”), FIRSTMARK III L.P. (f/k/a Pequot Private
Equity Fund III, L.P.) (“FMIII”), FIRSTMARK III OFFSHORE PARTNERS, L.P. (Pequot Offshore Private
Equity Partners III, L.P.) (“FMIIIOP”), CONSTELLATION
VENTURE CAPITAL II,
L.P. (“CVCII”), CONSTELLATION VENTURE CAPITAL OFFSHORE II, L.P. (“CVCOII”), CVC II PARTNERS, LLC
(“CVCIIP”),
and THE BSC EMPLOYEE FUND VI, L.P. (“BSC”; NEBF,
FMIII, FMIIIOP, CVCII, CVCOII,
CVCIIP, and BSC are collectively, the “L/C
Guarantors” and each a “L/C
Guarantor”).  


RECITALS


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


          WHEREAS, as a condition to the L/C
Guarantors and Investment Manager entering into the L/C Agreement, the
Investment Manager and the L/C Guarantors have required that the Borrowers
enter into this Agreement. 


AGREEMENT


          NOW THEREFORE, in
order to induce the L/C Guarantor and Investment Manager to enter into the L/C
Agreement, Borrowers hereby agree in favor of Investment Manager for the
benefit of Investment Manager and the L/C Guarantors, as set forth below.


ARTICLE
I


L/C
AGREEMENT


          1.1 Incorporation by Reference. This
Agreement is entered into pursuant to the terms and conditions of the L/C
Agreement and each of the terms and conditions of the L/C Agreement are hereby
incorporated by reference.


1.






          1.2 Definitions. Any capitalized term used
herein and not otherwise defined herein shall have the meaning given to it in
the L/C Agreement. Terms used herein which are defined in the Code and not
otherwise defined herein shall have the respective meanings ascribed to such
terms in the Code. To the extent the definition of any category or type of
collateral is modified by any amendment, modification or revision to the Code,
such modified definition will apply automatically under this Agreement as of
the date of such amendment, modification or revision.


ARTICLE
II


GRANT
OF SECURITY INTEREST


          2.1 Grant. As security for the full, prompt
and complete payment and performance of each of the Obligations when due
(whether at stated maturity, by acceleration or otherwise and whether now
existing or hereafter arising), each Borrower hereby grants to Investment
Manager, as agent for the benefit of itself and the L/C Guarantors, a
continuing security interest in all of such Borrower’s right, title and
interest in and to the personal and real property set forth in Exhibit A
attached hereto (collectively, the “Collateral”), subject and subordinate only
to Permitted Encumbrances.


          2.2 Rights of Investment Manager and L/C
Guarantors.
In addition to the rights and remedies granted to Investment Manager and the
L/C Guarantors herein and in the other Loan Documents, Investment Manager and
the L/C Guarantors (as applicable) shall have all of the rights and remedies of
a secured creditor under the Code with respect to all of the Collateral.


ARTICLE
III


RIGHTS OF INVESTMENT MANAGER AND L/C GUARANTORS; COLLECTION OF ACCOUNTS.


          3.1 Contracts and Licenses. Notwithstanding
anything contained in this Agreement to the contrary, each Borrower expressly
agrees that, to the extent required by the L/C Agreement, it shall remain
liable under each of its Contractual Obligations and each of its Licenses to
observe and perform all the conditions and obligations to be observed and
performed by it thereunder and that it shall perform all of its duties and
obligations thereunder, all in accordance with and pursuant to the terms and
provisions of each such Contractual Obligation or License. Neither Investment
Manager nor the L/C Guarantors shall have any obligation or liability under any
Contractual Obligations or License by reason of or arising out of this
Agreement or the granting to Investment Manager of a lien therein or the
receipt by Investment Manager or the L/C Guarantors of any payment relating to
any Contractual Obligation or License pursuant hereto, nor shall Investment
Manager or the L/C Guarantors be required or obligated in any manner to perform
or fulfill any of the obligations of any Borrower under or pursuant to any
Contractual Obligation or License, or to make any payment, or to make any
inquiry as to the nature or the sufficiency of any payment received by it or
the sufficiency of any performance by any party under any Contractual
Obligation or License, or to present or file any claim, or to take any action
to collect or enforce any performance or the payment of any amounts which may
have been assigned to it or to which it may be entitled at any time or times.


2.






          3.2 Collection of Accounts. Investment
Manager authorizes Borrowers to collect their Accounts, provided that such collection is performed
in a prudent and businesslike manner, and Investment Manager may, upon the
occurrence and during the continuation of any Event of Default and without
notice, limit or terminate said authority at any time. Upon the occurrence and
during the continuance of any Event of Default, at the request of Investment
Manager and subject to the terms of the Subordination Agreement, Borrowers
shall deliver all original and other documents evidencing and relating to the
performance of labor or services or to Licenses which created such Accounts,
including, without limitation, all original orders, invoices, related shipping
receipts, and licenses.


          3.3 Notification and Verification.
Investment Manager may at any time, upon the occurrence and during the
continuance of any Event of Default, without notifying Borrowers of its
intention to do so, notify Account Debtors of Borrowers, parties to the
Contractual Obligations of Borrowers, obligors in respect of Instruments of
Borrowers and obligors in respect of Chattel Paper of Borrowers, that the Accounts
and the right, title and interest of Borrowers in and under such Contractual
Obligations, Instruments and Chattel Paper have been assigned to Investment
Manager and that payments shall, subject to the terms of the Subordination
Agreement, be made directly to Investment Manager. Upon the occurrence and
during the continuance of an Event of Default and at the request by Investment
Manager, Borrowers shall so notify such Account Debtors, parties to such
Contractual Obligations, obligors in respect of such Instruments and obligors
in respect of such Chattel Paper. Upon the occurrence and during the
continuance of any Event of Default, Investment Manager may, in its name or in
the name of others, communicate with such Account Debtors, parties to such
Contractual Obligations, obligors in respect of such Instruments and obligors
in respect of such Chattel Paper to verify with such parties, to Investment
Manager’s satisfaction, the existence, amount and terms of any such Accounts,
Contractual Obligations, Instruments or Chattel Paper.


ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES


          To
induce Investment Manager and the L/C Guarantors to enter into the transactions
contemplated by the L/C Agreement, Borrowers jointly and severally represent
and warrant as of the date hereof as follows (which representations and
warranties shall survive the execution and delivery of this Agreement):


          4.1 Priority of Security Interest. This
Agreement creates a legal and valid security interest on and in all of the
Collateral in which Borrowers or any of them now has rights and all filings and
other actions necessary to perfect such security interest have been duly taken.
Accordingly, Investment Manager has a fully perfected security interest in all
of the Collateral in which Borrowers or any of them now has rights, subject
only to Permitted Encumbrances. 


          4.2 Other Names. No Borrower has changed
its name or used any other name or any trade name within the five (5) years
immediately preceding the date of this Agreement except as set forth on the
Perfection Certificate attached hereto as Exhibit B (the “Perfection Certificate”). No Borrower shall
conduct business
under any other name than that given above nor change or 


3.






reorganize the type of business entity under which it
does business except upon 30 days prior written notice to Investment Manager.
If such a change of name or business entity shall occur, Borrowers guarantee
that all documents, instruments and agreements reasonably requested by
Investment Manager to evidence that the applicable Borrower under such new name
or such new business entity is a “Borrower” under the L/C Agreement and the
other Loan Documents shall be prepared and filed at Borrowers’ expense no more
than ten days after such change of name or business entity is effective.


          4.3 Location of Goods and Inventory. All of
the Goods of Borrowers and Inventory of Borrowers are located only at the Real
Estate or leased locations described in the Perfection Certificate, and none of
the Goods or Inventory of Borrowers is stored with, or in the possession of,
any bailee, warehouseman, subcontractor, or other similar Person except as
noted in the Perfection Certificate and except for Goods and Inventory in
transit in the ordinary course of business.


          4.4 Accuracy of Perfection Certificate. The
information contained in the Perfection Certificate, is true, accurate and
complete in all material respects.


          4.5 Intellectual Property. As of the date
of this Agreement, no Borrower has any registered Intellectual Property or
applications therefor except as noted in the Perfection Certificate or the L/C
Agreement. Each Borrower owns sufficient rights to use to all Intellectual
Property necessary for the conduct of its business as presently conducted. To
the best of Borrowers’ knowledge, each of the registered Copyrights, Trademarks
and Patents of Borrowers is valid and enforceable, and no part of the
Intellectual Property has been judged invalid or unenforceable, in whole or in
part. Borrowers’ rights as licensees of intellectual property do not give rise
to more than 5% of their consolidated gross revenues in any given month,
including without limitation revenue derived from the sale, licensing,
rendering or disposition of any product or service. 


ARTICLE
V


COVENANTS


          Until
the monetary Obligations are repaid in full and each of the other Obligations
has been satisfied in full and discharged and in addition to the covenants set
forth in the L/C Agreement, Borrowers jointly and severally covenant and agree
as follows: 


          5.1 Books and Records.


                    5.1.1
Borrowers will keep and maintain, at
their own cost and expense, satisfactory and materially complete books and
records of and with respect to the Collateral, including, without limitation,
records of the status of any pending applications or registrations for
Intellectual Property;


                    5.1.2
Investment Manager shall have access
to the above-referenced books and records and any other data relating to the
Collateral at such times and upon such notice as set forth in Section 5.1 of
the L/C Agreement; and


4.






                    5.1.3
Subject to its duty to exercise
reasonable care with respect to the Collateral and to maintain the
confidentiality of confidential information, Investment Manager shall have a
special property interest in all books and records of Borrowers pertaining to
the Collateral and, at any time, upon the request by Investment Manager upon
the occurrence and during the continuance of an Event of Default, Borrowers
shall, at their own cost and expense and subject to the terms of the
Subordination Agreement, deliver all such books or records to Investment
Manager or its designated representatives and shall deliver to Investment Manager
or its designated representatives all original and other documents evidencing
and relating to the Collateral.


          5.2 Equipment. Borrowers shall keep all of
their Equipment at the principal places of business or at a location stated in
the Perfection Certificate and, except in the ordinary course of business,
shall not change the location of any item of the Equipment without 30 days
prior written notice to Investment Manager.


          5.3 Goods and Inventory. Borrowers shall
keep, store or regularly garage all of the Goods and Inventory of Borrowers at
Borrowers’ principal places of business or at a location stated in the
Perfection Certificate and shall not change the location of any item of the
Goods or Inventory other than in the ordinary course of business without
providing Investment Manager with advance written notice at least thirty (30)
days prior to such relocation.


          5.4 Deposit Accounts. Borrowers shall, at
Investment Manager’s request, procure control agreements in favor of Investment
Manager, for the benefit of Investment Manager and the L/C Guarantors, from
each third party in possession of a deposit account that is included within the
definition of Collateral (and therefore subject to Investment Manager’s
security interest hereby granted). 


          5.5 No Transfers of Collateral.
Notwithstanding that Proceeds are included within the definition of “Collateral” (and therefore subject to
Investment Manager’s security interest hereby granted), no Borrower shall sell,
assign, transfer or otherwise dispose of the Collateral or any portion thereof
or any interest therein without the prior written consent of Investment
Manager, except to the extent expressly permitted by the terms and conditions
of the L/C Agreement.


          5.6 Liens, Claims and Attachments.
Borrowers shall at Borrowers’ expense, maintain the Collateral free from all
Liens (other than Permitted Encumbrances), and Borrowers shall notify
Investment Manager promptly after receipt of notice of any Lien, attachment or
judicial proceeding affecting the Collateral in whole or in material part.


          5.7 Maintenance, Repairs and Replacements.
Borrowers shall keep and maintain, or cause to be kept and maintained, all of
the tangible Collateral in good condition, subject to normal wear and tear, and
shall provide all maintenance and service and make all repairs and replacements
necessary for such purpose, subject to Borrowers’ commercially reasonable
discretion and the economic viability of such repair or replacement. If any
parts or accessories forming part of the tangible Collateral become worn out,
lost, destroyed, damaged beyond repair or otherwise permanently rendered unfit
for use, Borrowers, at their own expense, shall within a reasonable time
replace such parts or accessories or cause the same to be replaced by
replacement parts or accessories 


5.






that have a value and utility at least equal to the
parts or accessories replaced, subject to Borrowers’ commercially reasonable
discretion and the economic viability of such repair or replacement. All
accessories, parts and replacements for or which are added to or become
attached to any of the tangible Collateral shall immediately be deemed
incorporated in the tangible Collateral and subject to the security interests
granted by Borrowers under this Agreement.


          5.8 Right to Inspect. Investment Manager
shall have the right to inspect all of the tangible Collateral; such times and
upon such notice as provided in Section 5.1 of the L/C Agreement.


          5.9 Insurance; Application of Insurance Proceeds.
Borrowers shall maintain insurance in accordance with Section 5.3 of the L/C
Agreement. The proceeds of the insurance maintained by Borrowers and payable as
a result of loss of or damage to any of the tangible Collateral shall be
applied in accordance with the L/C Agreement. Each Borrower irrevocably
appoints Investment Manager as such Borrower’s attorney-in-fact to make claim
for, receive payment of, and execute and endorse all documents, checks or
drafts received in payment for loss or damage under any of these insurance
policies. 


          5.10 Financing Statements; Recording Costs; Possession
of Collateral. Borrowers shall promptly deliver to Investment
Manager all UCC Financing Statements or UCC continuation statements or other
documents reasonably required, or procure any documents reasonably required
(including UCC termination statements, as necessary), to carry out the
transactions contemplated by the Loan Documents and to maintain Investment
Manager’s perfected security interest in all of the Collateral with the lien
priority indicated in the L/C Agreement and the Subordination Agreement. Each
Borrower further authorizes Investment Manager to file UCC-1 financing
statements naming such Borrower as debtor and Investment Manager as secured
party, including, without limitation, financing statements describing the
collateral as “all assets” or “all personal property” or words of similar
import. Borrowers shall pay all state and local stamp or documentary taxes,
recordation and transfer taxes, clerks’ fees and filing fees, and all other
costs to record such documents and to perfect and maintain Investment Manager’s
perfected security interest in all of the Collateral with the lien priority
indicated in the L/C Agreement and the Subordination Agreement. If any material
portion of the Collateral is of a type as to which it is necessary or desirable
for Investment Manager to take possession of the Collateral in order to
perfect, or maintain the priority of, Investment Manager’s security interest,
then on or prior to the Closing Date, Borrowers shall deliver all such
Collateral to Investment Manager, and, with respect to any such Collateral
acquired by any Borrower after the Closing Date, such Borrower shall promptly
deliver same to Investment Manager. A carbon, photographic, photocopy or other
reproduction of a security agreement (including this Agreement) or financing
statement shall be sufficient as a financing statement.


          5.11 Supporting Materials. Borrowers, upon
request by Investment Manager, shall provide Investment Manager from time to
time with: (a) written statements or schedules identifying and describing the
Collateral, and all additions, substitutions, and replacements thereof, in such
detail as Investment Manager may reasonably require; (b) copies of customers’
invoices or billing statements; (c) proof of the sale or lease of goods or
evidence of the satisfactory performance of 


6.






services which gave rise to any Accounts; and (d) such
other schedules and information as Investment Manager reasonably may require.
The items to be provided under this Section 5.11 shall be in form reasonably
satisfactory to Investment Manager and are to be delivered to Investment
Manager from time to time solely for Investment Manager’s convenience in
maintaining records of the Collateral. Borrowers’ failure to give any of such
items to Investment Manager shall not affect, terminate, modify or otherwise
limit Investment Manager’s security interest in any of the Collateral.


          5.12 Notification of Delays. Borrowers,
upon request by Investment Manager, shall regularly advise Investment Manager
of any material delay in delivery or performance, or material claims made, in
regard to any of the Collateral.


          5.13 Additional Covenants Relating to Accounts and
Chattel Paper.


                    5.13.1
Borrowers shall, upon request by
Investment Manager, deliver to Investment Manager within fifteen (15) calendar
days after the last day of each month, a listing and aging report for the
Accounts, in the form provided to the Senior Lenders, together with such other
information and financial reports as Investment Manager may request in
Investment Manager’s reasonable discretion from time to time; and


                    5.13.2
Upon the request by Investment
Manager, at any time after the occurrence and during the continuance of an
Event of Default, Borrowers shall deposit, or cause to be deposited, all
checks, drafts, cash and other remittances in payment of, or on account of payment
of, any and all Accounts and Chattel Paper (all of the foregoing herein
collectively referred to as “items of payment”)
to an account (the “Collateral Account”)
designated by Investment Manager at a bank or other financial institution
designated by Investment Manager. Neither Investment Manager nor the L/C
Guarantors shall be responsible for the solvency of any such bank or other
financial institution, or the management and administration of the Collateral
Account. Investment Manager alone shall have the power to access and make
withdrawals from the Collateral Account. Borrowers shall deposit such items of
payment for credit to the Collateral Account within one banking day of the
receipt thereof and in precisely the form received, except for the endorsement
of Borrowers where necessary to permit the collection of such items of payment,
which endorsement each Borrower hereby agrees to make. Pending such deposit,
Borrowers will not commingle any such items of payment with any of their other
funds or property, but will hold them separate and apart. Investment Manager
shall be entitled, from time to time in Investment Manager’s discretion, to
apply the funds in the Collateral Account against any of the Obligations.


          5.14 Additional Covenants Relating to Intellectual
Property.


                    5.14.1
No Borrower shall file any
application for the issuance or registration of a Patent, Copyright or
Trademark with the United States Copyright Office or the United States Patent
and Trademark Office or any similar office or agency in the United States or
any other country, unless such Borrower has notified Investment Manager in
writing of such action and, upon request by Investment Manager, such Borrower
shall execute and deliver to Investment Manager any and all assignments,
agreements, instruments, documents and such other papers as may reasonably be 


7.






requested by Investment Manager to effect an
assignment of such application to Investment Manager reflecting the security
interest granted hereby;


                    5.14.2
Borrowers will, without cost to
Investment Manager or the L/C Guarantors, render any assistance reasonably
necessary to Investment Manager in any proceeding before the United States
Copyright Office or the United States Patent and Trademark Office or any
similar office or agency in the United States or any other country to maintain
each application or registration for any Patents, Copyrights or Trademarks,
including, without limitation, the filing of all renewals and the payment of all
annuities.


                    5.14.3
Borrowers shall register or cause to
be registered on an expedited basis (to the extent not already registered) with
the United States Patent and Trademark Office or the United States Copyright
Office, as applicable: (i) those intellectual property rights listed on
any exhibits or schedules to the Intellectual Property Security Agreement
delivered to Investment Manager by Borrowers in connection with this Agreement,
within 30 days of the date of this Agreement, (ii) all registrable
intellectual property rights any Borrower has developed as of the date of this
Agreement but heretofore failed to register, within 30 days of the date of this
Agreement, and (iii) those additional registrable intellectual property rights
developed or acquired by any Borrower after the date of this Agreement
(including without limitation major revisions or additions which significantly
improve the functionality of the intellectual property rights listed on such
exhibits or schedules) which are material to Borrowers’ businesses. Borrowers
shall give Investment Manager prompt notice of all such applications or
registrations. As of the date hereof, no Borrower has any Patents, Copyrights
or Trademarks issued by, or the subject of pending applications or
registrations in, the United States Copyright Office or the United States
Patent and Trademark Office or any similar office or agency in the United
States or any other country, other than those described in such exhibits or
schedules.


                    5.14.4
Borrowers shall execute and deliver
such additional instruments and documents from time to time as Investment
Manager shall reasonably request to perfect Investment Manager’s security
interest in the Intellectual Property.


                    5.14.5
Borrowers shall (i) protect, defend
and maintain the validity and enforceability of the Trademarks, Patents and
Copyrights, (ii) promptly advise Investment Manager in writing of material
infringements detected and (iii) prevent any material Trademarks, Patents
or Copyrights to be abandoned, forfeited or dedicated to the public without the
written consent of Investment Manager. 


                    5.14.6
Investment Manager may from time to
time audit Borrowers’ Intellectual Property to confirm compliance with this
Section 5.14. 


                    5.14.7
Investment Manager shall have the
right, but not the obligation, to take, at Borrowers’ sole expense, any actions
that Borrowers are required under this Section 5.14 to take but which Borrowers
fail to take, after 15 days’ notice to Borrowers. 


8.






                    5.14.8
Borrowers shall reimburse and
indemnify Investment Manager and the L/C Guarantors for all costs and expenses
incurred in the reasonable exercise of the rights set forth under this Section
5.14. 


          5.15 Notice to Investment Manager; Joinder by
Borrowers. Borrowers will promptly notify Investment Manager if any
Borrower learns of any unauthorized use or infringement by any Person with
respect to any of the Collateral. If requested by Investment Manager,
Borrowers, at Borrowers’ expense, shall join with Investment Manager in such
action as Investment Manager, in Investment Manager’s discretion, may
reasonably deem advisable for the protection of the perfected, first-priority continuing
security interest, subject only to the Permitted Encumbrances.


ARTICLE
VI


DEFAULT
AND REMEDIES


          Upon
the occurrence and during the continuance of any Event of Default, Investment
Manager may exercise, in addition to those available at law or in equity, all
of the following rights and remedies:


          6.1 Assemble Collateral. Investment Manager
may require Borrowers (at Borrowers’ sole expense) to assemble and to forward
promptly any or all of the Goods, Equipment, Chattel Paper, and Inventory to
Investment Manager at such location(s) as shall be reasonably required by
Investment Manager.


          6.2 Take Possession. Without breaching the
peace, Investment Manager may enter upon the premises where any Goods,
Equipment, Chattel Paper, monies, deposit accounts or rights to money are
located and take immediate possession thereof, by summary proceedings or
otherwise, and Investment Manager may remove any of such items, all without
liability of Investment Manager to any Borrower for or by reason of such entry,
taking of possession or removal in the absence of gross negligence or willful
misconduct or violation of the Code. 


          6.3 Appointment of Receiver. Investment
Manager shall be entitled to appointment of a receiver to take possession of
and to manage all or any portion of the Collateral. Investment Manager may
obtain such appointment without notice to, or demand of any Borrower, on an
ex parte basis before any court of competent jurisdiction, and without regard to
the adequacy of the Collateral as security for the Obligations.


          6.4 Sale of Collateral. Investment Manager
may sell, assign, and deliver or otherwise dispose of or cause to be sold or
otherwise disposed of, the whole or any part of the Collateral, at one or more
commercially reasonable public or private sales, without demand or
advertisement of the time or place of sale or of any adjournment thereof, each
of which is hereby expressly waived to the extent permitted by applicable law.
The sale or other disposition may be made for such price and upon such terms
and conditions as Investment Manager, if any, may deem best in its exercise of
its commercially reasonable discretion. Investment Manager may apply the
proceeds from such sale or sales or such other disposition or dispositions:
first, to the settlement of all liens or claims on the 


9.






Collateral with a lien priority greater than that of
Investment Manager, if any; second, to the payment of all expenses connected
with the assembly, preservation, preparation, and sale or other disposition of
the Collateral, including any trustees’ or auctioneers’ fees, commissions or
other expenses; third, to the payment and satisfaction in full of the
Obligations; and fourth, returning the excess, if any, to Borrowers. Each Borrower
hereby expressly waives all rights of appraisal, whether before or after the
sale or other disposition, and any right of redemption after the sale or other
disposition. 


          6.5 Attorney-in-Fact. Upon the occurrence
and during the continuance of an Event of Default, each Borrower hereby
irrevocably appoints Investment Manager as such Borrower’s attorney-in-fact,
with power of substitution, to do each of the following in the name of such
Borrower or in the name of Investment Manager or otherwise, for the use and
benefit of Investment Manager and the L/C Guarantors, but at the cost and
expense of Borrowers, and without notice to any Borrower:


                    6.5.1 notify the debtors or other
party(ies) obligated under any of the Accounts, Chattel Paper or General
Intangibles to make payments thereon directly to Investment Manager, and to
take control of the cash and non-cash proceeds of any Collateral;


                    6.5.2 compromise, extend, or renew any of
the Collateral or deal with the same as it may deem advisable;


                    6.5.3 release, make exchanges,
substitutions, or surrender all or any part of the Collateral;


                    6.5.4 remove from such Borrower’s place of
business all books, records, ledger sheets, correspondence, invoices and
documents, relating to or evidencing any of the Collateral or without cost or
expense to Investment Manager, make such use of such Borrower’s place(s) of
business as may be reasonably necessary to administer, control and collect the
Collateral;


                    6.5.5 repair, alter or supply goods, if
any, necessary to fulfill in whole or in part the purchase order of any Account
Debtor;


                    6.5.6 demand, collect, receipt for and give
renewals, extensions, discharges and releases of any of the Collateral;


                    6.5.7 institute and prosecute legal and
equitable proceedings to enforce collection of, or realize upon, any of the
Collateral;


                    6.5.8 settle, renew, extend, compromise,
compound, exchange or adjust claims with respect to any of the Collateral or
any legal proceedings brought with respect thereto;


                    6.5.9 endorse the name of such Borrower
upon any items of payment relating to the Collateral or upon any proof of claim
in bankruptcy against an Account Debtor; 


10.






                    6.5.10 institute and prosecute necessary
legal and equitable proceedings to reclaim any of the goods sold to any debtor
obligated on an Account, Chattel Paper, or General Intangible at a time when
such debtor was insolvent;


                    6.5.11 receive and open all mail addressed
to such Borrower and notify the postal authorities to change the address for
the delivery of mail to such Borrower to such address as Investment Manager may
designate; and


                    6.5.12 execute and deliver on behalf of
such Borrower one or more instruments of assignment of the Intellectual
Property (or application, letters patent or recording relating thereto), in
form suitable for filing, recording or registration.


          6.6 Right to Make Payments or Otherwise Cure.
Upon the occurrence and during the continuance of an Event of Default,
Investment Manager may, in its sole discretion, pay any amount or do any act
which Borrowers or any of them fails to do or pay as required by the terms of
this Agreement or any of the other Loan Documents. Investment Manager may also
take any actions, make any payments, or incur any reasonable expenses
(including, without limitation, the payment of filing fees, court costs, travel
expenses and attorneys’ fees) as may be necessary or appropriate to preserve,
defend, protect, maintain, record or enforce the Obligations, the Collateral,
or the security interest granted hereunder.


          6.7 Right to Defend. Upon the occurrence
and during the continuance of an Event of Default, if any material portion of
the Collateral is or becomes the subject of any litigation or other proceeding
and Borrowers fail to reasonably defend such litigation or other proceeding and
to reasonably protect Borrowers’ and Investment Manager’s rights in such
Collateral in good faith, then Investment Manager may, at its sole option,
elect to defend and control the defense of such litigation or other proceeding,
including the right to: (a) select and retain counsel; (b) determine whether
settlement shall be offered or accepted; and (c) determine and negotiate all
settlement terms. Investment Manager, if it so elects, shall be fully, jointly
and severally, indemnified by Borrowers and shall be reimbursed for all costs
of litigation and settlement, including, without limitation, all costs,
expenses and reasonable attorneys’ fees for actions taken in compliance with
this Section. Any payments made pursuant to the authority granted in Article VI
and Section 6.6 above or this Section 6.7 shall be deemed added to the
principal amounts outstanding under the L/C Agreement and shall accrue interest
as provided in the L/C Agreement.


ARTICLE
VII


ADDITIONAL PROVISIONS


          7.1 Deficiency. Borrowers shall be and
remain liable for all of the Obligations remaining after crediting to Borrowers
any net proceeds received by Investment Manager following exercise of any of
its rights and remedies hereunder.


          7.2 No Duty to Act. Nothing contained in
this Agreement or any of the other Loan Documents shall be construed as
requiring Investment Manager or the L/C Guarantors to take any 


11.






particular enforcement or remedial action or
combination of enforcement or remedial actions at any time.


          7.3 Remedies Not Limited; Partial Exercise.
All of Investment Manager’s and the L/C Guarantors’ rights and remedies,
whether provided under this Agreement, the other Loan Documents, at law, in
equity, or otherwise shall be cumulative and none is exclusive. Such rights and
remedies may be enforced alternatively, successively or concurrently, and each
Borrower hereby agrees that Investment Manager may enforce its rights hereunder
with respect to individual items or classes of Collateral without waiving or
prejudicing in any respect Investment Manager’s rights hereunder with respect
to any other items or classes of Collateral. Investment Manager and the L/C
Guarantors may exercise any other right or remedy which may be available to
them under this Agreement, the L/C Agreement or applicable law, including,
without limitation, the remedies set forth in Section 8.2 of the L/C Agreement,
or may proceed by appropriate court action to enforce the terms hereof, to
recover damages for the breach hereof, or to rescind this Agreement in whole or
in part.


          7.4 Costs of Enforcement. Borrowers shall
be liable for all reasonable costs incurred by Investment Manager and the L/C
Guarantors in collecting any sums owed to Investment Manager and the L/C
Guarantors under the Loan Documents or in otherwise enforcing any of the
Obligations (whether or not suit is brought), all to the extent set forth in
Section 2.3 of the L/C Agreement. 


          7.5 Mitigation of Damages. To the extent
permitted by the applicable law, each Borrower hereby waives any notice or
other mandatory requirements of applicable law, now or hereafter in effect,
which might require Investment Manager to sell, lease or otherwise use any of
the Collateral in mitigation of Investment Manager’s or the L/C Guarantors’
damages; provided, however, that such Borrower does not waive any legal
requirement that Investment Manager act in a commercially reasonable manner.


          7.6 No Waivers by Investment Manager. No
failure of Investment Manager or the L/C Guarantors to exercise, or delay by
Investment Manager or the L/C Guarantors in the exercise of, any rights or
remedies granted herein following the occurrence of an Event of Default shall
constitute a waiver of any of Investment Manager’s or the L/C Guarantors’
rights with respect to such Event of Default or any subsequent Event of Default
(whether or not similar). Any failure or delay by Investment Manager or the L/C
Guarantors to require strict performance by any Borrower of any of the
provisions, warranties, terms and conditions contained herein or in any other
agreement, document or instrument, shall not affect Investment Manager’s and
the L/C Guarantors’ right to demand strict compliance and performance
therewith.


          7.7 Investment Manager’s Actions.
Investment Manager and the L/C Guarantors may take or release the Collateral or
other security, may release any party primarily or secondarily liable for any
indebtedness to Investment Manager or the L/C Guarantors, may grant extensions,
renewals or indulgences with respect to such indebtedness, and may apply any
other security therefor held by either of them to the satisfaction of such
indebtedness, all without prejudice to any of their rights or Borrowers’
obligations hereunder or under any of the other Loan Documents.


12.






          7.8 Liability for Loss. Neither Investment
Manager nor the L/C Guarantors shall be liable for any loss to the Collateral
in its possession, nor shall such loss diminish the debt due, even if the loss
is caused or contributed by Investment Manager’s or the L/C Guarantors’
negligence, except as otherwise provided in the Code.


          7.9 Notices. All notices hereunder shall be
given in accordance with the notice provisions in the L/C Agreement. Borrowers
agree that ten (10) days prior notice of the time and place of any public sale
of all or any portion of the Collateral, or of the time after which a private
sale of all or any portion of the Collateral will be made, is commercially
reasonable notice.


          7.10 Further Assurances. Borrowers will
promptly and duly execute and deliver to Investment Manager such further
documents and assurances and take such further actions as Investment Manager
may from time to time reasonably request in order to carry out the intent and purpose
of this Agreement and to establish and protect the rights and remedies created
or intended to be created in favor of Investment Manager, for the benefit of
Investment Manager and the L/C Guarantors hereunder.


          7.11 Termination of Agreement; Release of Security
Interest. Upon the repayment in full of all payment Obligations and
the satisfaction of all other Obligations, this Agreement shall terminate
without further action by Investment Manager, the L/C Guarantors or any other
Person. Notwithstanding the foregoing, upon request, Investment Manager will
execute and deliver to Borrowers any releases, termination statements or
similar instruments of reconveyance as Borrowers may reasonably request. All
such instruments and documents shall be prepared by Borrowers and filed or
recorded by Borrowers, at Borrowers’ sole expense, and Investment Manager shall
have no duty, obligation or liability with respect thereto, except as otherwise
provided in the Code.


          7.12 Subordination Agreement. This
Agreement is subject to the terms of the Subordination Agreement, which
agreement are incorporated herein by reference. Notwithstanding any statement
to the contrary contained in this Agreement, no remedies shall be pursued,
except in accordance with the terms of the Subordination Agreement.
Notwithstanding the incorporation by reference in of the Subordination
Agreement, Borrowers acknowledge that no other parties, including any Borrower
or any of their successors or assigns, are intended to be benefited, in any
way, by the Subordination Agreement.


          7.13 Headings. The headings in this
Agreement are for convenience of reference only and shall not define or limit
any of the terms or provisions hereof.


[signature
page follows]


13.






          IN
 WITNESS WHEREOF, and
intending to be legally bound hereby, the parties hereto execute this Agreement
as of the day and year first above written.


	
 
	
 
	
 
	
 

	
 
	
MTM TECHNOLOGIES, INC.,  

	
 
	
a New York corporation

	
 
	
 
	
 
	
 

	
 
	
By:
	 
	/s/ Steven Stringer

	
 
	
 
	
 
	


	
 
	
Name: 
	
Steven Stringer

	
 
	
 
	


	
 
	
Title: 
	
President and Chief
 Executive Officer

	
 
	
 
	
 
	


	
 
	
 
	
 
	
 

	
 
	
MTM TECHNOLOGIES (US), INC.,  

	
 
	
a Delaware corporation

	
 
	
 
	
 
	
 

	
 
	
By:
	 
	/s/ Steven Stringer

	
 
	
 
	
 
	


	
 
	
Name: 
	
Steven Stringer

	
 
	
 
	


	
 
	
Title: 
	
President and Chief
 Executive Officer

	
 
	
 
	
 
	


	
 
	
 
	
 
	
 

	
 
	
MTM TECHNOLOGIES  (MASSACHUSETTS), LLC, 

	
 
	
a Delaware limited liability company

	
 
	
 
	
 
	
 

	
 
	
By:
	 
	/s/ Steven Stringer

	
 
	
 
	
 
	


	
 
	
Name: 
	
Steven Stringer

	
 
	
 
	


	
 
	
Title: 
	
President and Chief
 Executive Officer

	
 
	
 
	


	
 
	
 
	
 
	
 

	
 
	
INFO  SYSTEMS, INC., 

	
 
	
a Delaware corporation

	
 
	
 
	
 
	
 

	
 
	
By:
	
 
	
/s/ Steven Stringer

	
 
	
 
	
 
	


	
 
	
Name: 
	
Steven Stringer

	
 
	
 
	


	
 
	
Title: 
	
President and Chief
 Executive Officer

	
 
	
 
	


	
 
	
 
	
 
	
 

	
 
	
COLUMBIA PARTNERS, L.L.C. INVESTMENT MANAGEMENT, 

as Investment Manager

	
 
	
 
	
 
	
 

	
 
	
By: 
	 
	/s/ Jason Crist

	
 
	
 
	
 
	


	
 
	
Name:
	Jason Crist

	
 
	
 
	


	
 
	
Title: 
	Managing Director

	
 
	
 
	







[Signature Page to Security Agreement]






EXHIBIT
A


COLLATERAL
DESCRIPTION


          The
Collateral consists of all of each Borrower’s right, title and interest in and
to the following, all whether now owned or hereafter developed, arising or
acquired and wherever located:


          All
goods and equipment, including, without limitation, all machinery, fixtures,
vehicles (including motor vehicles and trailers), and any interest in any of
the foregoing, and all attachments, accessories, accessions, replacements,
substitutions, additions, and improvements to any of the foregoing, wherever
located;


          All
inventory, including, without limitation, all merchandise, raw materials,
parts, supplies, packing and shipping materials, work in process and finished
products including such inventory as is temporarily out of such Borrower’s
custody or possession or in transit and including any returns upon any accounts
or other proceeds, including insurance proceeds, resulting from the sale or
disposition of any of the foregoing and any documents of title representing any
of the above;


          All
contract rights and general intangibles, including, without limitation, payment
intangibles, goodwill, trademarks, servicemarks, trade styles, trade names,
patents, patent applications, leases, contracts, licenses, license agreements,
franchise agreements, blueprints, drawings, purchase orders, customer lists,
route lists, infringements, claims, computer programs, software, computer
discs, computer tapes, literature, reports, catalogs, design rights, tax and
other types of refunds, returned and unearned insurance premiums, payments of
insurance and rights to payment of any kind;


          All
accounts, contract rights, royalties, license rights and all other forms of
obligations owing to such Borrower arising out of the sale or lease of goods,
the licensing of technology or the rendering of services by such Borrower,
whether or not earned by performance, and any and all credit insurance,
guaranties, and other security therefor, as well as all merchandise returned to
or reclaimed by such Borrower;


          All
letter-of-credit rights (whether or not evidenced by a writing);


          All
documents (including warehouse receipts), cash, cash equivalents, deposit
accounts, securities, securities entitlements, securities accounts (including
health-care-insurance receivables and credit card receivables), commodity
accounts, commodity contracts, investment property, financial assets, letters
of credit rights, certificates of deposit, instruments (including promissory
notes) and chattel paper (including electronic chattel paper and tangible
chattel paper) and such Borrower’s books relating to the foregoing;


          All
copyright rights, copyright applications, copyright registrations and like
protections in each work of authorship and derivative work thereof, whether
published or unpublished; all trade secret rights, including all rights to
unpatented inventions, know-how, operating manuals, license rights and
agreements and confidential information; all mask work or similar rights
available for the protection of semiconductor chips; all claims for damages by
way of any past, present and future infringement of any of the foregoing;






          All
commercial tort claims, if any, described below; and


          All
books relating to the foregoing and any and all claims, rights and interests in
any of the above and all replacements of, substitutions for, additions and
accessions to and proceeds thereof.


          All
terms above have the meanings given to them in the Uniform Commercial Code in
effect in the State of New York, as amended or supplemented from time to time.






EXHIBIT B 


PERFECTION CERTIFICATE