Intellectual Property Security Agreement between MTM Technologies, Inc. and Columbia Partners, L.L.C. Investment Management

Exhibit 10.3

EXECUTION COPY

INTELLECTUAL PROPERTY SECURITY AGREEMENT

          THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of this 11^th day of June, 2009 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, pursuant to the terms of that certain Security Agreement, dated as of even date herewith (the “Security Agreement”), by and among the Borrowers and Investment Manager, on behalf of itself and the L/C Guarantors, executed in connection with the L/C Agreement, the Borrowers have granted to the L/C Guarantors a security interest in all of the Borrowers’ right, title and interest, whether presently existing or hereafter acquired, in, to and under all of the Collateral (as defined in the Security Agreement).

AGREEMENT

          NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and intending to be legally bound, as collateral security for the prompt and complete payment when due of the Obligations (as defined in the L/C Agreement), the Borrowers hereby jointly and severally represent, warrant, covenant and agree as follows:

          To secure the Obligations, each Borrower grants and pledges to Investment Manager, as agent, for the benefit of Investment Manager and the L/C Guarantors, a security interest in all of such Borrower’s right, title and interest in, to and under its Intellectual Property (as defined in the L/C Agreement), including without limitation those copyrights, patents and trademarks listed on Exhibits A, B and C hereto, and including without limitation all proceeds thereof (such as, by way of example but not by way of limitation, license royalties and proceeds of infringement suits), the right to sue for past, present and future infringements, all rights corresponding thereto throughout the world and all re-issues, divisions continuations, renewals, extensions and