AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE

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

EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THIS NOTE. THIS NOTE AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE TO CERTAIN INDEBTEDNESS AS SET FORTH HEREIN.

THIS NOTE MAY NOT BE ASSIGNED, NEGOTIATED OR TRANSFERRED EXCEPT AS SET FORTH HEREIN.

AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE

          FOR VALUE RECEIVED, the undersigned, MTM TECHNOLOGIES, INC., a New York corporation (the “ Borrower ”), promises to pay to FIRSTMARK III L.P. (the “ Holder ”), the principal sum of eight hundred seventy six thousand four hundred forty nine dollars ($876,449.00) with interest on the unpaid balance from the date hereof, at the rate of fifteen percent (15%) per annum in lawful money of the United States of America, at c/o FirstMark Capital, L.L.C. 1221 Avenue of the Americas, 26 ^th Floor, New York, New York 10020, or at such other place as the Holder may designate in writing.

     This Amended and Restated Promissory Note (this “ Note ”) amends and restates in its entirety that certain Promissory Note dated as of January 29, 2009 and made by the Borrower in favor of the Holder to evidence the principal sum of $ 876,449 (the “ Existing Note ”). This Note evidences the same indebtedness evidenced by the Existing Note and does not create or evidence any new or additional indebtedness. This Note and the terms, covenants, agreements, rights, obligations and conditions contained in this Note supersede, replace and control the Existing Note and the terms, covenants, agreements, rights, obligations and conditions contained in the Existing Note.

     The principal of and interest on this Note shall be due and payable in full on December 15, 2009, (the “ Maturity Date ”). Interest on this Note shall be due and payable in cash or, at the option of the Borrower, in shares of the series of preferred stock of the Borrower next designated by the Borrower after the date hereof, at a price per share of $0.638.

     In addition to the issuance of this Note and the Amended and Restated Subordinated Promissory Note issued to FirstMark III Offshore Partners, L.P. on the date hereof, in 2008 the Borrower, issued to the Holder (formerly Pequot Private Equity Fund III, L.P.) and to Pequot Offshore Private Equity Partners III, L.P. (n/k/a FirstMark III

Offshore Partners, L.P.) other notes in the aggregate amount of $5,500,000 (collectively this Note, the Amended and Restated Subordinated Promissory Note issued to FirstMark III Offshore Partners, L.P. and all other notes issued to the Holder and to FirstMark III Offshore Partners, L.P., as amended by the Amendment to Subordinated Promissory Notes, dated as of February 11, 2009, are referred to herein as the “FirstMark Notes”). In 2008 the Borrower issued to Constellation Venture Capital II, L.P., Constellation Venture Capital Offshore II, L.P., The BSC Employee Fund VI, L.P., and CVC II Partners, LLC (collectively, “Constellation”), other notes in the aggregate amount of $500,000 (as amended by the Amendment to Subordinated Promissory Notes, dated as of February 11, 2009, the “Constellation Notes”). The FirstMark Notes and the Constellation Notes are referred to herein as the “ 7,000,000 Notes ”.

     All computations of interest payable hereunder shall be made on the basis of the actual number of days in the period for which such interest is payable and a year of 365 or 366 days, as applicable. Notwithstanding any other provision of this Note, to the extent permitted by applicable law, interest shall be due and payable on any overdue unpaid installment of principal or interest on this Note (including amounts due and unpaid upon any acceleration of this Note) within five (5) days of its due date at a rate equal to the lesser of (i) sixteen and one-half percent (16.5%) and (ii) the maximum rate permitted by applicable law.

     1. Payment and Prepayment of the Note . The principal of this Note and the interest accrued hereon may be prepaid in whole at any time.

     2. Event of Default; Remedies. (a) Upon the occurrence and during the continuance of an Event of Default, this Note may be accelerated upon the written consent and direction of the holders holding a majority of the then outstanding aggregate principal balance of the 7,000,000 Notes and as provided in this Section 2 and the Holder shall have all of the rights and remedies provided herein. An Event of Default shall mean the occurrence or existence of one or more of the following events or conditions (for any reason, whether voluntary, involuntary or effected or required by law):

     (i) The Borrower shall fail to pay when due the principal of this Note or any of the 7,000,000 Notes.

     (ii) The Borrower shall fail to pay when due the interest on this Note or any of the $7,000,000 Notes and such failure shall have continued for a period of three Business Days; provided, however, that for the avoidance of doubt, any accrual of interest permitted under this Note or any of the 7,000,000 Notes (in lieu of payment thereof) shall not constitute an Event of Default. For the purposes of this Note a “ Business Day ” shall mean any day other than a Saturday, Sunday, public holiday under the laws of the State of New York or any other day on which banking institutions are authorized to close in New York City.

     (iii) A proceeding shall have been instituted in respect of the Borrower or any of its material subsidiaries (each, a “ Material Party ”):

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     (A) seeking to have an order for relief entered in respect of such Material Party, or seeking a declaration or entailing a finding that such Material Party is insolvent or a similar declaration or finding, or seeking dissolution, winding-up, charter revocation or forfeiture, liquidation, reorganization, arrangement, adjustment, composition or other similar relief with respect to such Material Party, its assets or its debts under any law relating to bankruptcy, insolvency, relief of debtors or protection of creditors, termination of legal entities or any other similar law now or hereafter in effect, or

     (B) seeking appointment of a receiver, trustee, liquidator, assignee, sequestrator or other custodian for such Material Party or for all or any substantial part of its property, and such proceeding shall result in the entry, making or grant of any such order for relief, declaration, finding, relief or appointment, or such proceeding shall remain undismissed and unstayed for a period of 60 consecutive days.

     (iv) Any Material Party shall voluntarily suspend transaction of its business; shall make a general assignment for the benefit of creditors; shall institute (or fail to controvert in a timely and appropriate manner) a proceeding described in Section 2(a)(iii)(A) or (whether or not any such proceeding has been instituted) shall consent to or acquiesce in any such order for relief, declaration, finding or relief described therein; shall institute (or fail to controvert in a timely and appropriate manner) a proceeding described in Section 2(a)(iii)(B), or (whether or not any such proceeding has been instituted) shall consent to or acquiesce in any such appointment or to the taking of possession by any such custodian of all or any substantial part of its property; shall dissolve, wind-up, revoke or forfeit its charter or liquidate itself or any substantial part of its property; or shall take any action in furtherance of any of the foregoing.

     (v) An event or condition shall have occurred which the Holder reasonably believes creates a Material Adverse Effect. For the purposes of this Note, a “ Material Adverse Effect ” shall mean an effect which is materially adverse to the business, assets, properties, operations, results of operations or condition (financial or otherwise) of the Borrower individually or of the Borrower and its subsidiaries taken as a whole (excluding general economic conditions or acts of war or terrorism).

  (b) If an Event of Default has occurred and is continuing hereunder:

     (i) the Holder may declare the entire unpaid principal and interest due on this Note immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower;

     (ii) upon the occurrence of any Event of Default specified in Section 2(a)(iii) above, the entire unpaid principal and interest shall become automatically and immediately due and payable; and

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     (iii) the Holder may exercise any remedy permitted by this Note or at law or in equity.

     3. Waiver of Certain Rights . Subject to any applicable notice periods, all parties to this Note, including Borrower and any sureties, endorsers, or guarantors, hereby waive protest, presentment, notice of dishonor, and notice of acceleration of maturity and agree to continue to remain bound for the payment of principal, interest and all other sums due under this Note notwithstanding any change or changes by way of release, surrender, exchange, modification or substitution of any security for this Note or by way of any extension or extensions of time for the payment of principal and interest; and all such parties waive all and every kind of notice of such change or changes and agree that the same may be without notice or consent of any of them. No Event of Default shall be waived by the Holder except in a writing signed by the Holder. No waiver of any Event of Default shall extend to any other or further Event of Default.

     4. Payment Priority . If the Borrower is not able to pay the full amounts due under the 7,000,000 Notes at any time, either upon the occurrence of an Event of Default or on the Maturity Date, payment shall be made first to the Holder and FirstMark III Offshore Partners, L.P. until the FirstMark Notes have been paid in full and then to Constellation with respect to the Constellation Notes.

     5. Subordination . The right of repayment of principal of and interest on this Note shall be subordinated to the rights and security interest of (i) GE Commercial Distribution Finance Corporation (“CDF”) in connection with the August 21, 2007 secured Credit Facilities Agreement (“Credit Facilities Agreement”) with CDF, as Administrative Agent, GECC Capital Markets Group, Inc., as Sole Lead Arranger and Sole Bookrunner, and CDF and the other lenders listed in the Credit Facilities Agreement, and (ii) Columbia Partners, L.L.C. Investment Management, as Investment Manager and National Electric Benefit Fund (“NEBF”) in connection with the November 23, 2005, secured credit agreement (the “CP/NEBF Credit Agreement”) with Columbia Partners, L.L.C. Investment Management, as Investment Manager, and NEBF, as Lender (CDF and NEBF collectively, the “Senior Lenders” and the Credit Facilities Agreement and the CP/NEBF Credit Agreement collectively, the “Senior Debt”). The issuance of this Note requires the consent of the Senior Lenders pursuant to the Senior Debt. The Borrower is seeking or has obtained such consent. While any default or event of default has occurred and is continuing with respect to any Senior Debt, the Borrower shall not make and the Holder shall not accept any payments or distribution in respect of this Note of any kind. The Holder agrees that this Note shall remain unsecured at all times and the Holder shall not accept any collateral security in respect hereof. For so long as any Senior Debt remains outstanding or any Senior Lender shall have any obligation to lend to the Borrower, the Holder shall not exercise any remedies or take any enforcement action against the Borrower with respect to this Note.

     6. Representations and Warranties of the Borrower

          (a) Organization and Qualification . Each of the Borrower