Unassociated Document


     

    Exhibit
      10.2

     

    

      THIS
        WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO
        THE
        EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
        OF
        1933, AS AMENDED (THE “ACT”), AND SUCH SECURITIES 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.

       

      THIS
        WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT
        TO
        THE TERMS AND CONDITIONS OF A PURCHASE AGREEMENT DATED MAY 24, 2007, AS AMENDED,
        BY AND AMONG THE COMPANY AND THE PURCHASERS NAMED THEREIN. A COPY OF SUCH
        AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS WARRANT WITHOUT
        CHARGE
        UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF
        BUSINESS.

       

      THE
        SECURITIES REPRESENTED HEREBY MAY BE SUBJECT TO THE TERMS AND CONDITIONS
        OF AN
        AMENDED AND RESTATED SHAREHOLDERS AGREEMENT WHICH MAY PLACE CERTAIN RESTRICTIONS
        ON THE VOTING OF SUCH SECURITIES (INCLUDING THE GRANT OF AN IRREVOCABLE PROXY
        RELATIVE TO VOTING MATTERS). A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO
        THE
        RECORD HOLDER OF THIS SECURITY WITHOUT CHARGE UPON WRITTEN REQUEST TO THE
        COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                No.
                  W-A7-___

              	
                Void
                  After Expiration Date

                (as
                  defined below)

              


      

      


      WARRANT

      


      TO
        PURCHASE COMMON STOCK OF

      


      MTM
        TECHNOLOGIES, INC.

      


      Dated
        May
        24,, 2007

      


      


      THIS
        WARRANT CERTIFIES THAT, for value received, ________, or its permitted
        transferees (the “Holder”)
        is
        entitled to purchase from MTM TECHNOLOGIES, INC., a New York corporation
        (the
“Company”),
        up to
        the number of fully paid and nonassessable shares (the “Shares”)
        of
        Common Stock, $.001 par value per share, of the Company, as further described
        and defined below. Capitalized terms used herein and not otherwise defined
        shall
        have the meanings ascribed to such terms in that certain Purchase Agreement,
        dated May 24, 2007, as amended, by and among the Company, the Holder and
        the
        purchasers named therein (the “Purchase
        Agreement”).

       

      Section 1.
         Number
        of Shares.
        The
        maximum number of shares of Common Stock which may be purchased upon the
        exercise of this Warrant is ____.

      


      Section 2.
         Exercise
        Price.
        The
        price per share at which the Holder may purchase the Common Stock shall be
        $1.3189 per share (the “Exercise
        Price”),
        as
        adjusted from time to time in accordance with Section 6 hereof.

      


      Section 3. 
        Expiration Date.
        This
        Warrant shall expire at 5:00 p.m. New York Time on May 24, 2011 (the
“Expiration
        Date”).
        On
        the Expiration Date, all rights of the Holder to purchase Common Stock pursuant
        to this Warrant shall immediately terminate. 

      


      Section 4.
         Exercise
        and Payment.

       

      Section 4.1
         Exercise.
        The
        purchase rights represented by this Warrant may be exercised by the Holder,
        in
        whole or in part at any time, by the surrender of this Warrant (together
        with a
        duly executed notice of exercise in the form attached hereto as Exhibit
        A-1)
        at the
        principal office of the Company, and by the payment to the Company, by wire
        transfer of immediately available funds, of an amount equal to the aggregate
        Exercise Price of the Shares being purchased. 

      


      Section 4.2
         Net
        Issue Election.
        The
        Holder may elect to receive, without the payment by the Holder of any additional
        consideration, shares equal to the value of this Warrant or any portion hereof
        by the surrender of this Warrant or such portion (together with a duly executed
        notice of exercise in the form attached hereto as Exhibit A-2)
        at the
        principal office of the Company. Thereupon, the Company shall issue to the
        Holder such number of shares of Common Stock as is computed using the following
        formula:

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      X
        =
Y
        (A-B)

      A

      Where

      


      
        	 	
                X
                  =

              	
                the
                  number of shares of Common Stock to be issued to the Holder pursuant
                  to
                  this Section  4.2.

              


      

       

      
        	 	
                Y
                  =

              	
                the
                  number of shares of Common Stock covered by this Warrant in respect
                  of
                  which the net issue election is made pursuant to this Section  4.2.

              


      

      


      
        	 	
                A
                  =

              	
                the
                  Fair Market Value of one share of Common Stock, as determined in
                  accordance with Section  7
                  herein, as at the time the net issue election is made pursuant
                  to this
                  Section  4.2.
                  

              


      

      


      
        	 	
                B
                  =

              	
                the
                  Exercise Price in effect under this Warrant at the time the net
                  issue
                  election is made pursuant to this Section  4.2.

              


      

      


      Section 4.3
         Stock
        Certificates.
        In the
        event of the exercise of all or any portion of this Warrant, certificates
        for
        the shares of Common Stock so purchased shall be delivered to the Holder
        by the
        Company at the Company's own expense (including the payment by the Company
        of
        any applicable issue taxes or governmental charges imposed in connection
        with
        the issuance or delivery of the Common Stock) within a reasonable time, which
        shall in no event be later than ten (10) days thereafter and, unless this
        Warrant has been fully exercised or has expired, a new Warrant representing
        the
        Shares with respect to which this Warrant shall not have been exercised shall
        also be issued to the Holder within such time.

       

      If
        this
        Warrant shall be surrendered for exercise within any period during which
        the
        transfer books for shares of the Common Stock or other securities purchasable
        upon the exercise of this Warrant are closed for any purpose, the Company
        shall
        not be required to make delivery of certificates for the securities purchasable
        upon such exercise until the date of the reopening of said transfer
        books.

      


      Section 5.
         Stock
        Fully Paid; Reservation of Shares.
        All of
        the Shares issuable upon the exercise of this Warrant will, upon issuance
        and
        receipt of the Exercise Price therefor, be duly authorized, validly issued,
        fully paid and nonassessable with no personal liability attaching to the
        ownership thereof, and free and clear of all taxes, liens, encumbrances and
        charges with respect to the issue thereof. During the period within which
        this
        Warrant may be exercised, the Company shall at all times have authorized
        and
        reserved for issuance sufficient shares of its Common Stock to provide for
        the
        exercise of this Warrant.

      


      Section 6.
         Adjustment
        of Exercise Price and Number of Shares.
        The
        number and kind of securities purchasable upon the exercise of this Warrant
        and
        the Exercise Price therefor

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

      

      shall
        be
        subject to adjustment from time to time upon the occurrence of certain events,
        as follows:

      


      Section 6.1
         Adjustments
        for Subdivisions of Common Stock.
        If the
        number of shares of Common Stock outstanding at any time is increased by
        a stock
        dividend payable in shares of Common Stock or by a subdivision or split up
        of
        stock, then the Exercise Price then in effect shall, concurrently with the
        effectiveness of such dividend, subdivision or split up, be proportionately
        decreased and the number of shares of Common Stock issuable upon exercise
        of
        this Warrant shall be increased in proportion to such increase of outstanding
        shares of Common Stock.

      


      Section 6.2
         Adjustments
        for Combinations Common Stock.
        If the
        number of shares of Common Stock outstanding at any time is decreased by
        a
        combination of the outstanding shares of Common Stock, then the Exercise
        Price
        then in effect shall, concurrently with the effectiveness of such combination,
        be proportionately increased and the number of shares of Common Stock issuable
        upon exercise of this Warrant shall be decreased in proportion to such decrease
        in outstanding shares of Common Stock.

      


      Section 6.3  Adjustments
        for Reclassification, Exchange and Substitution.
        Upon a
        Notice Event (as defined below), if the Common Stock issuable upon exercise
        of
        this Warrant shall be changed into the same or a different number of shares
        of
        any other class or classes of stock, whether by capital reorganization, merger,
        reclassification or otherwise (other than a subdivision or combination of
        shares
        provided for above) this Warrant shall thereafter be exercisable into, in
        lieu
        of the number of shares of Common Stock which the Holder would otherwise
        have
        been entitled to receive, a number of shares of such other class or classes
        of
        stock equivalent to the number of shares of Common Stock that would have
        been
        subject to receipt by the Holder upon exercise of this Warrant immediately
        before that change. 

      


      Section 6.4
         Notice
        of Certain Events. In
        the
        event (each, a “Notice
        Event”):
        (a) the Company authorizes the issuance to all holders of Common Stock
        rights or warrants to subscribe for or purchase shares of its capital stock,
        or
        any other subscription rights or warrants; (b) the Company authorizes the
        distribution to all holders of Common Stock evidences of indebtedness or
        assets
        or other securities; (c) of any capital reorganization or reclassification
        of Common Stock, other than a subdivision or combination of the outstanding
        Common Stock and other than a change in par value of the Common Stock;
        (d) of any liquidation or merger to which the Company is a party and for
        which approval of any of the Company's holders of Common Stock is required,
        other than a consolidation or merger in which the Company is the continuing
        corporation and that does not result in any reclassification or change of
        the
        shares of Common
        Stock
        issuable
        upon the exercise of this Warrant; (e) of the conveyance or transfer of the
        Company's properties and assets, substantially as an entirety; or (f) of
        the
        Company's voluntary or involuntary dissolution, liquidation or winding-up;
        then,
        in each case, the Company shall cause to be mailed by certified mail to the
        Holder, at least 10 days prior to the applicable record or effective date
        hereinafter specified, a notice stating the material terms relating to the
        exercise of the Warrants, the name, title and telephone number of a

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      Company
        representative who shall be available to answer any questions relating to
        such
        exercise and the dates as of which (i) the holders of Common Stock of record
        will be entitled to receive any such rights, warrants or distributions are
        to be
        determined, (ii) such Notice Event is expected to become effective and
        (iii) that Holders of record of Warrants shall be entitled to exchange or
        sell their shares of Common
        Stock
        issuable
        upon the exercise of this Warrant for securities or other property, if any,
        deliverable upon such Notice Event. In addition, if the Company receives
        written
        notice that a purchase, tender or exchange offer has been made to the holders
        of
        more than 50% of the outstanding Common
        Stock,
        the
        Company shall give the Holder reasonable notice (but will not be required
        to
        give not more than 10 days notice) thereof.

      


      Section 7.
         Fractional
        Shares.
        No
        fractional shares of Common
        Stock
        will be
        issued in connection with any exercise hereunder. In lieu of such fractional
        shares the Company shall make a cash payment therefor based upon the fair
        market
        value of the Common
        Stock
        on such
        date as determined by the board of directors of the Company
        (the
“Board
        of Directors”).

      


      Section 8.
         Preemptive
        Rights.
        

      


      (a) 
        The Holder shall be entitled to purchase its pro rata share (calculated by
        multiplying the number of securities issued in such equity offering including
        those issued
        pursuant to this Section 8 by a fraction, the numerator of which is the number
        of shares equal
        to
        the sum of (x) the number of issued and outstanding shares of Common Stock
        then
        held by the Holder, plus (y) the total number of shares of Common Stock issuable
        upon the exercise, conversion or exchange of all warrants or other rights
        to
        subscribe for or to purchase, or any options for the purchase of, Common
        Stock
        or any stock or security convertible into or exchangeable for Common Stock
        (such
        warrants, rights or options being called “Options”
and
        such convertible or exchangeable stock or securities being called “Convertible
        Securities”)
        that
        are issued and outstanding at such time that are then held by the Holder
        (the
        sum of (x) and (y), a “Fully
        Diluted Basis”)
        and
        the denominator of which is the number of shares of Common Stock held by
        all
        such holders of securities of the Company on a Fully
        Diluted Basis) of
        any
        future private equity offering by the Company. 

      


      (b) 
        Notwithstanding anything contained in this Section 8(a) to the contrary,
        the
        preemptive rights of the Holder shall not apply to (a) shares of Common Stock
        sold to, or options to purchase Common Stock granted by the Company to,
        employees, consultants, officers, or directors of the Company pursuant to
        any
        option plan, agreement or other arrangement duly adopted by the Company and
        approved by a majority of the Board of Directors; (b) any shares of Common
        Stock
        upon the conversion of shares of Series A Preferred Stock; (c) any shares
        of
        Common Stock pursuant to which the Series A Conversion Price (as such term
        is
        defined in the Existing Certificate) is adjusted under Section 6; (d) any
        shares
        of Common Stock issued pursuant to the exchange, conversion or exercise of
        any
        Options or Convertible Securities that have previously been incorporated
        into
        computations hereunder on the date when such Options or Convertible Securities
        were issued; (e) the issuance and sale of securities in connection

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      with
        a
        strategic investment or similar transaction approved by a majority of the
        Board
        of Directors; (f) securities issued for consideration other than cash pursuant
        to a merger, consolidation or similar business combination or acquisition
        of
        assets as approved by a majority of the Board of Directors; (g) the
        issuance of shares in connection with a firm commitment underwritten public
        offering of Common Stock with a nationally recognized investment banking
        firm at
        a price per share offered to the public of at least $5.00 per share of Common
        Stock which results in gross cash proceeds to the Company of at least
        $25,000,000; (h) any shares of Series A Preferred Stock issued in the form
        of a
        dividend to any holder of Series A Preferred Stock; and (i) any shares of
        Common
        Stock issued on exercise of any warrants issued by the Company, on or prior
        to
        the date of issuance of this Warrant, warrants issued in connection with
        the
        issuance of Series A-7 Preferred Stock and warrants issued in connection
        with
        subordinated debt of the Company outstanding on the date of issuance of this
        Warrant.

      


      Section 9.
         Restrictions
        on Transfer.

       

      Section 9.1
         Transfer.
        The
        Holder may transfer this Warrant and the shares of Common Stock issuable
        upon
        exercise of this Warrant, and the rights and obligations attached thereto,
        so
        long as (a) any such transfer(s) comply with applicable securities laws and
        (b)
        unless such securities have been registered in accordance with applicable
        securities laws and transferred pursuant to a non-private, open market
        transaction on the securities exchange on which the Company’s Common Stock is
        listed, if such transferee is not a United States citizen or an entity formed
        under the laws of a U.S. jurisdiction, the Holder obtains the Company’s consent
        for such transfer (which shall not be unreasonably withheld).

      


      Section 9.2
         Restrictive
        Legend.
        Unless
        a registration statement is in effect with respect thereto, each certificate
        representing (i) the Shares and (ii) any other securities issued in respect
        of
        the Shares upon any stock split, stock dividend or recapitalization
        (collectively, the “Restricted
        Securities”),
        shall
        be endorsed as follows:

      


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

       

      THIS
        SECURITY IS SUBJECT TO THE TERMS AND CONDITIONS OF A PURCHASE AGREEMENT DATED
        MAY 24, 2007, AS AMENDED, BY AND AMONG THE COMPANY AND THE PURCHASERS NAMED
        THEREIN. A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER
        OF THIS
        WARRANT WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL
        PLACE OF BUSINESS.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      THIS
        SECURITY MAY BE SUBJECT TO THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED
        SHAREHOLDERS AGREEMENT WHICH MAY PLACE CERTAIN RESTRICTIONS ON THE VOTING
        OF
        SUCH SECURITIES (INCLUDING THE GRANT OF AN IRREVOCABLE PROXY RELATIVE TO
        VOTING
        MATTERS). A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER
        OF
        THIS SECURITY WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS
        PRINCIPAL PLACE OF BUSINESS.

       

      Section 10.
         No
        Rights of Stockholders.
        This
        Warrant does not entitle the Holder to any voting rights as a stockholder
        of the
        Company prior to the exercise of the Warrant. Nothing in this Warrant shall
        obligate the Holder to exercise this Warrant, it being understood that the
        decision as to whether to exercise the Warrant shall be made exclusively
        by the
        Holder.

      


      Section 11.
         No
        Impairment.
        The
        Company will not, by amendment of its Certificate of Incorporation, as amended
        and restated, or through any reorganization, transfer of assets, consolidation,
        merger, dissolution, issue or sale of securities or any other voluntary action,
        avoid or seek to avoid the observance or performance of any of the terms
        to be
        observed or performed hereunder by the Company, but it will at all times
        in good
        faith assist in the carrying out of all of the provisions of this Warrant
        and in
        the taking of all such action as may be necessary or appropriate in order
        to
        protect the rights of the holder of this Warrant against
        impairment.

      


      Section 12.
         Loss,
        Theft, Destruction or Mutilation of Warrant.
        Upon
        receipt by the Company of evidence reasonably satisfactory to it of the loss,
        theft, destruction or mutilation of this Warrant, and in case of loss, theft
        or
        destruction, of indemnity or security reasonably satisfactory to it, and
        upon
        surrender and cancellation of this Warrant, if mutilated, the Company will
        make
        and deliver a new Warrant of like tenor and dated as of such cancellation,
        in
        lieu of this Warrant.

      


      Section 13.
         Saturdays,
        Sundays, Holidays, etc.
        If the
        last or appointed day for the taking of any action or the expiration of any
        right required or granted herein shall be a Saturday or a Sunday or shall
        be a
        legal holiday, then such action may be taken or such right may be exercised
        on
        the next succeeding day not a Saturday or a Sunday or a legal
        holiday.

      


      Section 14.
         Miscellaneous.

       

      Section 14.1
         Governing
        Law.
        This
        Warrant shall be governed by and construed in all respects in accordance
        with
        the laws of the State of New York, without giving effect to the conflicts
        of
        laws provisions thereof.

      


      Section 14.2
         Entire
        Agreement; Amendment.
        Each
        party hereby acknowledges that no other party or any other person or entity
        has
        made any promises, warranties,

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      understandings
        or representations whatsoever, express or implied, not contained in the
        Transaction Documents and acknowledges that it has not executed this Warrant
        in
        reliance upon any such promises, representations, understandings or warranties
        not contained herein or therein and that the Transaction Documents supersede
        all
        prior agreements and understandings between the parties with respect thereto.
        There are no promises, covenants or undertakings other than those expressly
        set
        forth or provided for in the Transaction Documents. Neither this Warrant
        nor any
        term hereof may be amended, waived, discharged, or terminated other than
        by a
        written instrument signed by a 63% in Interest Purchasers and the Company.
        Any
        amendment, waiver, discharge or termination so made or effected shall be
        binding
        upon all of the Holders.

       

      Section 14.3
         Successors
        and Assigns.
        Except
        as otherwise provided herein, the provisions hereof shall inure to the benefit
        of, and be binding upon, the permitted successors and assigns, heirs, executors,
        and administrators of the Company and the Holder.

       

      Section 14.4
         Severability.
        Whenever possible, each provision of this Warrant will be interpreted in
        such
        manner as to be effective and valid under applicable law, but if any provision
        of this Warrant 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 Warrant will be reformed, construed and enforced in
        such
        jurisdiction to the greatest extent possible to carry out the intentions
        of the
        parties hereto.

       

      Section 14.5
         Notices,
        etc.
        All
        notices and other communications required or permitted hereunder shall be
        in
        writing and shall be mailed by registered or certified mail, postage prepaid,
        by
        overnight courier, or otherwise delivered by hand or by messenger or sent
        by
        facsimile and confirmed by mail, addressed: 

       

      (i)   if
        to the
        Company, at to MTM Technologies, Inc., 1200 High Ridge Road, Stamford,
        Connecticut 06905, Attention: Chief Executive Officer; and

      


      (ii)   if
        to the
        Holder, at the address of such Holder set forth on the signature page of
        this
        Warrant.

       

      All
        notices shall be effective upon receipt.

       

      Section 14.6
         Counterparts.
        This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument.

      


      Section 14.7
         Titles
        and Subtitles.
        The
        titles and subtitles used in this Agreement are used for convenience only
        and
        are not to be considered in construing or interpreting this
        Agreement.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      IN
        WITNESS WHEREOF, the undersigned have executed this Warrant as of the date
        first
        above written.

      


      
        	 	
                MTM
                  TECHNOLOGIES, INC.

                 

                 

              
	 	
                By:

              	 
	 	 	
                Name:     J.W.
                  Braukman

                Title:  SVP
                  and Chief Financial Officer

              


      

      


      
        
          
          

        

        
          Signature
            Page to Warrant

          
            

          

        

        
          
          

        

      

       

      
        	
                WARRANT
                  HOLDER:

                 

                [            ]

                 

              	 
	
                By:

              	
                [            ]

                 

              	 
	 	
                By:

              	
                 

              	 
	 	 	
                Name:

                Title:

              	 


      

      


      
        
          
          

        

        
          Signature
            Page to Warrant

          
            

          

        

        
          
          

        

      

       

      THE
        EXERCISE OF THIS WARRANT IS SUBJECT TO THE APPLICABLE

      PROVISIONS
        OF THE HART-SCOTT-RODINO ANTITRUST

      IMPROVEMENTS
        ACT OF 1976, AS AMENDED

      


      EXHIBIT
        A-1

      


      NOTICE
        OF EXERCISE

      


       

      TO:        
        MTM
        Technologies, Inc.

      1200
        High
        Ridge Road

      Stamford,
        Connecticut 06905

      Attention:
        Chief Executive Officer

      


      


      1.  The
        undersigned hereby elects to purchase _________ shares of Common Stock, par
        value $.001 per share, of MTM TECHNOLOGIES, INC. pursuant to the terms of
        this
        Warrant, and tenders herewith payment of the purchase price of such shares
        in
        full.

      


      2.  Please
        issue a certificate or certificates representing said shares of Common Stock
        in
        the name of the undersigned or in such other name as is specified below:
        

      


      
        	 	 	 
	 	
                (Name

              	 
	 	 	 
	 	 	 
	 	 	 
	 	
                (Address)

              	 


      

      


      


      
        	 	 
	 	
                 (Signature)

              
	 	
                Title:

              	 


      

      


      


      
        
          

        

      

      (Date)

      


      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      THE
        EXERCISE OF THIS WARRANT IS SUBJECT TO THE APPLICABLE

      PROVISIONS
        OF THE HART-SCOTT-RODINO ANTITRUST

      IMPROVEMENTS
        ACT OF 1976, AS AMENDED

      


      EXHIBIT
        A-2

      


      NET
        ISSUE NOTICE OF EXERCISE

      


      


      TO:        
        MTM
        Technologies, Inc.

      1200
        High
        Ridge Road

      Stamford,
        Connecticut 06905

      Attention:
        Chief Executive Officer


       

       

      1.  The
        undersigned hereby
        elects to purchase _________ shares of Common Stock, par value $.001 per
        share,
        of MTM TECHNOLOGIES, INC. pursuant to the terms of this Warrant, and hereby
        elects under Section 4.2 of this Warrant to surrender the right to purchase
        _______ shares of Common Stock pursuant to this Warrant for a net issue exercise
        with respect to ________ shares of Common Stock.

      


      2.  Please
        issue a
        certificate or certificates representing said shares of Common Stock in the
        name
        of the undersigned or in such other name as is specified below:

      
        


        
          	 	 	 
	 	
                  (Name

                	 
	 	 	 
	 	 	 
	 	 	 
	 	
                  (Address)

                	 


        

        


        


        
          	 	 
	 	
                   (Signature)

                
	 	
                  Title:

                	 


        

        


        


        
          
            

          

        

        (Date)

        


        
          
            
            

          

          
            A-2

            
              

            

          

          
            
            

          

           

        

        EXHIBIT
          B

      

      


      ASSIGNMENT
        FORM

      (To
        be
        signed only upon transfer of Warrant)

      


      
 

      FOR
        VALUE
        RECEIVED, the undersigned hereby sells, assigns and transfers unto
        ______________________________, whose address is _____________________, the
        right represented by the attached Warrant to purchase _________ shares of
        Common
        Stock of MTM TECHNOLOGIES, INC., to which the attached Warrant
        relates.

       

      Dated:____________________

       

      


      


      
        	 	 
	 	
                (Signature
                  must conform in all respects to name of Holder as specified on
                  the face of
                  the Warrant)

                 

              
	 	 
	 	
                (Address)

              


      

      


      


      


      Signed
        in
        the presence of:

      


      

        
          

        

      

    

     

    
      
        
        

      

      
        B-1