AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE

Exhibit 10.19

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 CVC II PARTNERS, LLC (the “ Holder ”), the principal sum of six thousand two hundred thirty-three and 60/100 ($6,233.60) with interest on the unpaid balance from the date hereof, at the rate of eight and one-half percent (8.5%) per annum in lawful money of the United States of America, at c/o Constellation Ventures Bear Stearns Asset Management, Inc., 237 Park Avenue, 7 ^th Floor, New York, New York 10017.

                    This Amended and Restated Subordinated Promissory Note (this “ Note ”) amends and restates in its entirety that certain Subordinated Promissory Note dated as of June 16, 2008 and made by the Borrower to evidence the principal sum of $6,233.60 (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 as follows: the principal and all interest accrued hereon from June 16, 2008 to the date of payment of the principal amount hereof shall be due and payable November 30, 2010, (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 $0.341; provided that, except as provided in paragraph 1 below, no interest or principal maybe paid on this Note by Borrower until after November 30, 2010.

                    In addition to the issuance of this Note, in 2008 the Borrower issued to the Holder, Constellation Venture Capital II, L.P., Constellation Venture Capital Offshore II, L.P. and The BSC Employee Fund VI, L.P. (collectively, “ Constellation ”), other notes in the aggregate amount of $500,000 (collectively, this Note and all other notes issued to Constellation, as amended by the Amendment to Subordinated Promissory Notes, dated as of February 11, 2009, and the Second

Amendment to Subordinated Promissory Notes, dated the date hereof, the “ Constellation Notes ”). In 2008 and 2009, the Borrower issued to Pequot Private Equity Fund (n/k/a FirstMark 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 $6,500,000 (as amended by the Amendment to Subordinated Promissory Notes, dated as of February 11, 2009, and the Second Amendment to Subordinated Promissory Notes, dated as of the date hereof, the “ FirstMark Notes ”). The FirstMark Notes and the Constellation Notes are referred to herein as the “$ 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) ten and one-half percent (10.5%) 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 paid upon the earlier of November 30, 2010, or the date on which the Senior Lenders (as defined below) consent to the prepayment hereof.

          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 as provided in this Section 2 and the Holder principal balance of the $7,000,000 Notes and 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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                              (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.

                         (b) Exercise of Remedies . 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

                              (iii) the Holder may exorcise 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.

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          4. Payment Priority . If the Borrower is not able to pay to FirstMark III L.P. (“FirstMark Fund”), FirstMark III Offshore Partners, L.P. (“FirstMark Offshore” and, together with FirstMark Fund, “FirstMark”), Constellation Venture Capital II, L.P. (“Constellation Ventures”), Constellation Venture Capital Offshore II, L.P. (“Constellation Offshore”), The BSC Employee Fund VI, L.P. (“BSC”) and CVC II Partners, LLC (“CVC” and, together with Constellation Ventures, Constellation Offshore and BSC, “Constellation”) the full amounts due under the Subordinated Promissory Notes held by FirstMark (the “FirstMark Notes”) and the Subordinated Promissory Notes held by Constellation (the “Constellation Notes”) at any time, either upon the occurrence of an Event of Default or on the Maturity Date, payment shall be made first to FirstMark 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 (a) 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; (ii) Columbia Partners, L.L.C. Investment Management (“Columbia”), as Investment Manager for the L/C Guarantors in connection with the Letter of Credit Commitment and Reimbursement Agreement dated June 11, 2009 (the “L/C Agreement”), with Columbia, as Investment Manager for the L/C Guarantors signatory thereto; and (ii) Columbia, 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, as Investment Manager, and NEBF, as Lender (CDF, Columbia and NEBF collectively, the “Senior Lenders” and the Credit Facilities Agreement, the L/C Agreement and the CP/NEBF Credit Agreement collectively the “Senior Debt”) and (b) the rights of FirstMark in connection with the FirstMark Notes. The issuance of this Note requires the consent of the Senior Lenders pursuant to the Senior Debt. The Borrower has obtained such consent. While any default or event of default has occurred and is continuing with respect to any Senior Debt or the FirstMark Notes, 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