Steven Rothman New City, NY 10956 Re: Amended and Restated Shareholders’ Agreement

EXHIBIT 10.2

Xxxxxx Xxxxxxx

00 Xxxxxxx Xxxx,

Xxx Xxxx, XX 00000

Re: Amended and Restated Shareholders’ Agreement

Reference is made to that certain Amended and Restated Shareholders’ Agreement (the “Agreement”), dated as of August 1, 2005, among (a) MTM TECHNOLOGIES, INC., a New York corporation (the “Company”), (b) the shareholders of the Company listed on signature pages thereto under the heading “Principal Shareholders”, (c) PEQUOT PRIVATE EQUITY FUND III, L.P. and PEQUOT OFFSHORE PRIVATE EQUITY PARTNERS III, L.P., (d) 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.

Pursuant to Section 4.7 of the Agreement, Xxxxxx Xxxxxxx hereby waives certain rights under the Agreement and agrees with the Company as follows:

(1)  Xxxxxx Xxxxxxx waives his rights under the Agreement to be nominated and elected as a director of the Company pursuant to Section 3.1 of the Agreement and agrees that neither the Company nor the Shareholders shall be required to nominate or elect him as a director of the Company;

(2)  Xxxxxx Xxxxxxx agrees with the Company that for a period of three (3) years, he will not to stand for re-election as a director of Company for any term after the end of his current term;

(3)  Xxxxxx Xxxxxxx agrees with the Company that for a period of three (3) years, he will not to accept any nomination to be elected as a director of the Company for any term after the end of his current term; and

(4)  Xxxxxx Xxxxxxx agrees with the Company that he has no right to designate his replacement as a director of the Company at any time during, or at the conclusion of, his current term.

Except as provided in this letter agreement, the terms and conditions of the Agreement shall remain in full force and effect.

If the foregoing accurately reflects the waivers by Xxxxxx Xxxxxxx and the agreements among Xxxxxx Xxxxxxx and the Company with respect to the foregoing matters, please acknowledge such by executing the duplicate copy of this letter in the place indicated below and returning the executed agreement to the undersigned.

	Yours truly,
	MTM Technologies, Inc:
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Chief Executive Officer

ACCEPTED AND AGREED as of the date set forth below:

By:	/s/ Xxxxxx X. Xxxxxxx
	Xxxxxx X. Xxxxxxx

Date: July 7, 2006