[SIGNATURES ON NEXT PAGE]

1.

General. Effective September 28, 2006, MTM Technologies, Inc. (the “Company”) hereby employs you (the “Executive”), and the Executive accepts employment by the Company as Senior Vice President and Chief Financial Officer of the Company.  The Executive shall be employed by the Company on an “at-will” basis and the Company and the Executive shall have the right to terminate this Letter Agreement (“Agreement”) at any time upon thirty (30) days written notice to the other party.

2.

Duties and Status. During the period that the Executive is employed by the Company (the “Employment Period”), the Executive shall report directly to the Chief Executive Officer of the Company and exercise such authority, perform such executive duties and functions and discharge such executive responsibilities as are reasonably associated with the Executive’s position, consistent with the responsibilities assigned to officers of companies comparable to the Company, commensurate with the authority vested in the Executive pursuant to this Agreement and consistent with the By-laws of the Company.  The Executive will render such business and professional services in the performance of his duties, consistent with the Executive’s position within the Company, as shall reasonably be assigned to him by the Chief Executive Officer of the Company.  During the Employment Period, the Executive shall devote substantially all of his business time and his full skill and efforts to the business of the Company.

3.

Compensation; Benefits and Expenses .

a.

Salary.  During the Employment Period, the Company shall pay to the Executive, as compensation for the performance of his duties and obligations under this Agreement, a base salary at the rate of $260,000 per annum, payable in arrears not less frequently than monthly in accordance with the normal payroll practices of the Company.  The Executive’s base salary shall be subject to review each year for possible increase by the Board in its sole discretion, but in no event shall such base salary be decreased from its then existing level during the Employment Period.

b.

Bonus.  In addition to the base salary payable to the Executive hereunder, the Executive also shall be entitled to receive additional compensation, at such times and in such amounts, as shall be determined in the sole discretion of the Board and the Compensation Committee thereof, consistent with the management bonus plan of the Company in effect

c.

Stock Options.  Subject to the approval of the Board and the Compensation Committee thereof, the Executive shall be entitled to receive awards under any stock option or equity based incentive compensation plan or arrangement adopted by the Company during the Employment Period for which senior executives are eligible.  The level of the Executive’s participation in any such plan or arrangement shall be determined in the sole discretion of the Board and the Compensation Committee thereof.

d.

Paid Time Off.  The Executive shall be entitled to twenty-two (22) days paid time off per calendar year; provided, however, that no more than ten (10) days of such paid time off may be used consecutively, and provided, further, that any accrued but unused paid time off remaining at the end of each calendar year shall be forfeited. The foregoing shall accrue at a rate of 1.83 days per month beginning sixty (60) days after your first day of active service with the Company.

e.

Other Benefits.  During the Employment Period, the Executive shall be entitled to participate in all of the employee benefit plans, programs and arrangements of the Company in effect during the Employment Period which are generally available to the most senior executives of the Company (including, without limitation, 401(k) and group medical insurance plans), subject to and on a basis consistent with the terms, conditions and overall administration of such plans, programs and arrangements.

f.

Expenses.  In addition to any amounts payable to the Executive pursuant to this Section 3, the Company shall reimburse the Executive upon production of accounts and vouchers or other reasonable evidence of payment by the Executive, all in accordance with the Company’s regular procedures in effect from time to time, all reasonable and ordinary expenses as shall have been incurred by him in the performance of his duties hereunder.

4.

Termination Without Cause or for Good Reason.  Notwithstanding any other term of this Agreement, in the event of a termination of the Executive’s employment on or before the fourth (4^th) anniversary date of this Agreement (x) by the Company other than for “cause” (as defined in Section 4(d) hereof) or (y) by the Executive for “good reason” (as defined in Section 4(e) hereof) or (z) as a result of death or Permanent and Total Disability (as defined in Section 4(g) hereof), in each case the Company shall provide to the Executive (or his legal representative)  (i) the rights, payments and benefits payable at such times as set forth herein, and (ii) a release and waiver of claims in favor of the Executive, substantially in the form attached hereto as Exhibit A, as

a.

Salary.  A continuance of his salary at one hundred percent (100%) of his then current base salary, as a severance payment, for a period equal to one (1) year from the date of termination of the Executive’s employment (the “Severance Period”).  Any payments pursuant to this Section 4(a) shall be in lieu of any other severance benefits to which the Executive is entitled pursuant to any other severance plans, programs, arrangements, or policies of the Company.

b.

Options.  The impact of the Executive’s termination of employment on the stock options held by the Executive shall be governed by the applicable stock option plan and agreement. 

c.

Other Benefits. During the Severance Period, the Executive will be entitled to a continuance of coverage under all health, life, disability and similar employee benefit plans and programs of the Company on the same basis as the Executive was entitled to participate immediately prior to the Severance Period, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs.  In the event that the Executive’s participation in any such plan or program is barred for any reason, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under such plans and programs from which his continued participation is barred; provided, however, that the aggregate cost of providing benefits to the Executive pursuant to this Section 4(c) shall not be materially increased as a result of providing such alternative coverage.  In the event that the Executive is covered under substitute benefit plans of another employer prior to the expiration of the Severance Period, the Company will no longer be obligated to continue the respective coverage’s provided for in this Section 4(c).

d.

Cause. For purposes of this Agreement and subject to the Executive’s opportunity to cure as provided in Section 4(f) hereof, the Company shall have “cause” to terminate the Executive’s employment hereunder if such termination shall be the result of:

i.

the Executive’s failure to comply in any material manner with the reasonable policies and rules of the Company or the directives of the Board; or

ii.

the Executive’s performance of any material act of fraud or dishonesty in connection with the performance of his duties hereunder; or

iii.

the Executive’s gross negligence or willful misconduct in the performance of his duties hereunder; or

iv.

the Executive’s conviction for, or plea of nolo contendere to, a felony or misdemeanor resulting in a jail sentence or any crime involving moral turpitude; or

v.

any material breach by the Executive of the obligations set forth below in Section 10.

e.

Good Reason. For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(f) hereof, the Executive shall have “good reason” to terminate his employment hereunder if such termination shall be the result of a reduction by the Company of the Executive’s base salary.

f.

Cure Rights. Notwithstanding the provisions of Sections 4(d) and 4(e) hereof, it shall be a condition precedent to the Company’s right to terminate the Executive’s employment for “cause” and the Executive’s right to terminate his employment for “good reason” that (1) the party seeking the termination shall first have given the other party written notice stating with reasonable specificity the reason for the termination (“breach”) and (2) if such breach is susceptible of cure or remedy, a period of thirty (30) days from and after the giving of such notice shall have elapsed without the breaching party having effectively cured or remedied such breach during such 30-day period, unless such breach cannot be cured or remedied within thirty (30) days, in which case the period for remedy or cure shall be extended for a reasonable time (not to exceed an additional thirty (30) days) provided the breaching party has made and continues to make a diligent effort to effect such remedy or cure.  Notwithstanding anything to the contrary contained herein, the right to cure set forth in this Section 4(f) shall not apply if there are habitual or repeated breaches by either party.

g.

Permanent and Total Disability. The Employment Period shall be terminated by the death of the Executive. The Employment Period may be terminated by the Board if the Executive shall be rendered incapable of performing his duties to the Company by reason of any medically determined physical or mental impairment for a period of either (i) six (6) or more consecutive months from the first date of the Executive’s absence due to the disability or (ii) nine (9) months during any eighteen (18) month period (a “Permanent and Total Disability”). If the Employment Period is terminated by reason of Permanent and Total Disability of the Executive, the Company shall give thirty (30) days’ advance written notice to that effect to the Executive. Until the effective date of the termination as a result of a Permanent and Total Disability, the Company shall continue to pay to the Executive the compensation set forth in Section 3 hereof; provided, however, that to the extent that the Executive receives payments pursuant to any disability insurance policy for which the Company pays the premium, the Company may deduct the amounts received by the Executive pursuant to that policy from the compensation payable to him.

5.

Other Termination of Employment.  In the event that the Executive’s employment with the Company is terminated during the Employment Period by the Company for “cause”, or by the Executive other than for “good reason”, the Company shall pay the Executive (or his legal representative) any earned but unpaid salary amounts and any un-reimbursed expenses through the Executive’s final date of employment with the Company, and the Company shall have no further obligations to the Executive, except under the plans, programs and arrangements described in Section 3(e) hereof in accordance with the terms of such plans.

6.

Withholding of Taxes.  All payments required to be made by the Company to the Executive under this Agreement shall be subject to the withholding of such amounts, if any, relating to tax, excise tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation.

7.

No Other Obligations.  The benefits payable to the Executive under this Agreement are not in lieu of any benefits payable under any employee benefit plan, program or arrangement of the Company, except as provided specifically herein, and upon termination, the Executive will receive such benefits or payments, if any, as he may be entitled to receive pursuant to the terms of such plans,

8.

Reduction for “Parachute Payments”.  Notwithstanding anything in this Agreement to the contrary, any amounts payable hereunder to the Executive in connection with a change in control, as well as any other “parachute payments,” as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), payable under any other plans, agreements or policies of the Company, shall be reduced to the extent necessary to assure that the Executive does not become subject to the excess parachute payment excise tax under Section 4999 of the Code and the Company does not lose all or part of its compensation deduction for such payments.

9.

Indemnity. The Company shall, during his employment with the Company and thereafter, indemnify the Executive to the fullest extent permitted by law and by its Certificate of Incorporation and By-laws and shall assure that the Executive is covered by the Company’s directors’ and officers’ insurance policies and any other insurance policies that protect employees, as in effect from time to time.

10.

Restrictive Covenants .

a.

Proprietary Information.

i.

The Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning the business or financial affairs of the Company or any of the Company’s Affiliates is and shall be the exclusive property of the Company or the Company’s Affiliates.  Such information and know-how shall include, but not be limited to, inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, and customer and supplier lists (collectively, “Proprietary Information.”).  Except in connection with, and on a basis consistent with, the performance of his duties hereunder, the Executive shall not disclose any Proprietary Information to others outside the Company or the Company’s Affiliates or use the same for any unauthorized purposes without written approval by the Board, either during or after the Employment Period.

ii.

The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, customer lists, customer solicitations or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his custody or possession, shall be and are the exclusive property of the Company or the Company’s Affiliates to be used by the Executive only in the performance of his duties for the Company.  The Executive agrees to deliver to the Company upon the expiration of the Employment Period such material containing Proprietary Information.

iii.

The Executive agrees that his obligation not to disclose or use information, know-how and records of the types set forth in paragraphs (i) and (ii) above, also extends to such types of information, know-how, records and tangible property of

iv.

Notwithstanding the foregoing, such Proprietary Information shall not include information which (A) is or becomes generally available or known to the public, other than as a result of any disclosure by the Executive in violation hereof; or (B) is or becomes available to the Executive on a non-confidential basis from any source other than the Company, other than any such source that the Executive knows is prohibited by a legal, contractual, or fiduciary obligation to the Company from disclosing such information.

v.

Other than in connection with any requirements pursuant to applicable “whistleblower” statutes, in the event that the Executive is requested pursuant to, or becomes compelled by, any applicable law, regulation, or legal process to disclose any Proprietary Information, the Executive shall provide the Company with prompt written notice thereof so that the Company may seek a protective order or other appropriate remedy or, in the Company’s sole and absolute discretion, waive compliance with the terms hereof.  In the event that no such protective order or other remedy is obtained, or the Company waives compliance with the terms hereof, the Executive shall furnish only that portion of such Proprietary Information which the Executive is advised by counsel is legally required.  The Executive will cooperate with the Company, at the Company’s sole cost and expense, in its efforts to obtain reliable assurance that confidential treatment will be accorded such Proprietary Information.

b.

Developments.

i.

The Executive shall make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during the Employment Period, whether or not during normal working hours or on the premises of the Company or the Company’s Affiliates (collectively, “Developments”).

ii.

The Executive agrees to assign and does hereby assign to the Company (or any entity designated by the Company) all his right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. The Executive also hereby waives all claims to moral rights in any Developments.

iii.

Notwithstanding anything to the contrary contained herein, the provisions of Sections 10(b)(i) and 10(b)(ii) hereof shall not apply to Developments which consist of products (and not of services) which do not relate to the present or planned business or research and development of the Company or the Company’s Affiliates and which are made and conceived by the Executive not during normal working hours, not on the premises of the Company or the Company’s Affiliates and not using the tools, devices, equipment or personnel of the Company or the Company’s Affiliates or Proprietary Information.

iv.

The Executive agrees to cooperate fully with the Company or the Company’s

c.

Other Agreements.  The Executive represents that his performance of all the terms of this Agreement and his employment as an employee of the Company does not and will not breach any agreement, (i) to keep in confidence proprietary information, knowledge or data acquired by him in confidence or in trust prior to his employment with the Company, (ii) to refrain from competing, directly or indirectly, with the business of his previous employer or any other party, and (iii) to refrain from soliciting the employment of any employees of his previous employer or any other party.

d.

Non-Competition and Non-Solicitation .  During the Executive’s employment hereunder and for a period of  (i) two (2) years thereafter upon the Executive’s terminating his employment by giving notice to the Company as set forth in Section 1 hereof or (ii) one (1) year thereafter upon the Company terminating the Executive’s employment by giving notice to the Executive as set forth in Section 1 hereof, without the prior written consent of the Company, the Executive shall not engage (whether as an employee, consultant, director or independent contractor) in any Business Activities on behalf of any person, firm or corporation, and the Executive shall not acquire any financial interest (except for equity interests in publicly-held companies that will not be significant and that, in any event, will not exceed five percent (5%) of equity of that company) in any entity which engages in Business Activities within 200 miles of any of the Company’s offices in operation on the Commencement Date and within 100 miles of any office of the Company established after the Commencement Date.  During the period that the above non-competition restriction applies, the Executive shall not, without the written consent of the Company  (i) solicit any employee of the Company or any of the Company’s Affiliates to terminate his employment, or (ii) solicit any customers, partners, resellers, vendors or suppliers of the Company on behalf of any individual or entity other than the Company or its Affiliates.  As used herein, the term “Business Activities” shall mean conduct of business as a computer and communications technology management and/or consulting business providing information technology networking and data center services, including secure access, voice over internet protocol (“VOIP”), storage, security, messaging solutions, network and mainframe connectivity consulting, remote network monitoring and management, network and system diagnostics, product maintenance and support, training, and product procurement solutions.

e.

Enforcement.  The Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of this Section 10.

f.

Affiliates.  For purposes hereof, the Company’s Affiliates shall mean any individual or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the Company.  For purposes of this definition, “control” means the power to direct the management and policies of another,

11.

Notice. All notices, requests and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given, if delivered in person against written receipt therefor, or by overnight courier, or sent by express, registered or certified mail, postage prepaid, addressed as follows:

12.

Dispute Resolution; Mediation and Arbitration. Except as specifically provided herein, any dispute or controversy arising under or in connection with this Agreement shall be, upon the demand of either party, subject to a non-binding mediation proceeding before a mediator on the panel of the CPR Institute for Dispute Resolution, such mediator to be agreed upon by the parties.  If a mediator is not agreed upon or if mediation is not successful, the matter shall be settled exclusively by arbitration, conducted before a single arbitrator mutually selected by the parties, in the State of New York, in accordance with the rules of the American Arbitration Association then in effect.  If the parties are unable to agree on a single arbitrator, each party shall select an arbitrator and the two arbitrators selected by the parties shall select a third arbitrator.  If three arbitrators are selected, they shall act by majority vote.  Judgment may be entered on the arbitrator’s award in any court having jurisdiction.  Each party shall bear their own costs and expenses of any such mediation or arbitration proceeding and shall split evenly any common costs; provided, however, that if the dispute concerns the issue of termination for “cause” or resignation for “good reason,” the non-prevailing party shall pay for all of the prevailing party’s costs and expenses, including legal fees relating to such mediation or arbitration proceeding.

13.

Waiver of Breach . Any waiver of any breach of this Agreement shall not be construed to be a continuing waiver or consent to any subsequent breach on the part either of the Executive or of the Company.

14.

Non-Assignment; Successors. Neither party hereto may assign his or its rights or delegate his or its duties under this Agreement without the prior written consent of the other party; provided, however, that (i) this Agreement shall inure to the benefit of and be binding upon the successors

15.

Severability. To the extent any provision of this Agreement or portion thereof shall be invalid or unenforceable, it shall be considered deleted there-from and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect.

16.

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

17.

Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of New York, without giving effect to the choice of law principles thereof.

18.

Entire Agreement. This Agreement constitutes the entire agreement by the Company and the Executive with respect to the subject matter hereof and except as specifically provided herein, supersedes any and all prior agreements or understandings between the Executive and the Company with respect to the subject matter hereof, whether written or oral.  This Agreement may be amended or modified only by a written instrument executed by the Executive and the Company.