MTM TECHNOLOGIES, INC.



                              EMPLOYMENT AGREEMENT



          This EMPLOYMENT AGREEMENT (this "Agreement") is made this 21st day of

May, 2004 by and between MTM Technologies, Inc., a New York corporation (the

"Company"), and Howard A. Pavony (the "Executive").



          WHEREAS, the parties hereto have previously entered into an employment

agreement to employ the Executive dated September 1, 1996, as most recently

amended through September 1, 2002;



          WHEREAS, the parties hereto wish to enter into a new employment

agreement to employ the Executive as Chief Operating Officer of the Company and

to set forth the terms and conditions of such employment; and



          WHEREAS, in connection with the execution of this Agreement, the

Executive and the Company have entered into a side letter agreement (attached

hereto as Exhibit A) providing for (i) a monthly automobile allowance in the

amount of $1,800 to be paid by the Company to the Executive for the period

specified therein, and (ii) the assignment of a term life insurance policy on

the life of the Executive and currently owned by the Company, and any cash

surrender value thereon, to the Executive.



          NOW, THEREFORE, in consideration of the mutual covenants and

representations contained herein, and for other good and valuable consideration

the receipt and adequacy of which is hereby acknowledged, the parties hereto

agree as follows:



     1.   Employment Period.



          The Company hereby employs the Executive, and the Executive agrees to

serve the Company, under the terms of this Agreement for a term of three (3)

years (the "Initial Term") commencing as of the date of this Agreement (the

"Commencement Date"). Notwithstanding the foregoing, the Executive's employment

hereunder may be earlier terminated, subject to Section 4 hereof. On each

anniversary of the Commencement Date following the Initial Term, the term of

this Agreement shall automatically be extended for an additional period of

twelve (12) months; provided, however, that either party hereto may elect not to

extend this Agreement by giving written notice to the other party at least

twelve (12) months prior to any such anniversary date. The Initial Term and any

renewal periods thereafter, until the termination of the Executive's employment

hereunder, shall be referred to herein as the "Employment Period."



     2.   Duties and Status.



          The Company hereby engages the Executive as Chief Operating Officer of

the Company on the terms and conditions set forth in this Agreement. During 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









<PAGE>



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's

primary duty shall be sales and marketing and product management. 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. Subject to this Section 3(a), 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 $265,000 per annum, payable in arrears not less frequently than

monthly in accordance with the normal payroll practices of the Company for its

executive officers. The Executive's base salary shall be subject to review each

year for possible increase by the Board of Directors of the Company (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) Annual 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 in

consultation with the Executive, consistent with the management bonus plan of

the Company in effect from time to time for senior executives, if any.



          (c) Stock Options. 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 in consultation with the Executive.



          (d) Vacation and Sick Leave. The Executive shall be entitled to five

(5) weeks paid vacation time per calendar year and such paid sick leave as is in

accordance with the normal Company policies and practices in effect from time to

time for senior executives; provided, however, that no more than two weeks of

such vacation time may be used consecutively, and provided, further, that any

accrued but unused vacation time and paid sick leave remaining at the end of

each calendar year shall be forfeited.



          (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) Signing Bonus. In addition to any other payments to the Executive

under this Agreement, the Executive shall be paid a fee of $300,000 for entering

into this Agreement, which shall be paid as follows: (i) $100,000 upon the

execution of this Agreement, and (ii)





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$200,000 to be deposited into a "rabbi trust" (substantially in the form

attached hereto as Exhibit B) and paid to the Executive in $100,000 increments

on each of the first and second anniversaries of the date of the this Agreement,

provided that, the Executive's employment has not been terminated by the Company

for "cause," as defined in Section 4(a) hereof (except as provided in the

following sentence), or by the Executive without "good reason," as defined in

Section 4(b) hereof, as of each respective anniversary date. Solely for the

purposes of the proviso in the preceding sentence, the term "cause" shall

exclude the events described in Section 4(a)(iv) hereof, provided that, such

conviction or plea (i) shall not be in connection with the Executive's

performance of his duties hereunder and (ii) shall not materially injure the

Company or adversely affect its reputation. Any termination of the Executive's

employment due to death or Permanent and Total Disability (as defined in Section

4(d) hereof) shall in no manner effect the Company's or the rabbi trust's

obligation to make payments due to the Executive under this Section 3(f).



          (g) Non-Compete Payment. As additional consideration for the Executive

potentially limiting his future employment opportunities and compensation by

agreeing to the non-competition provisions of Section 7(d) of this Agreement,

the Executive will receive an additional payment of $300,000 upon the execution

of this Agreement.



          (h) 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 of Employment.



          (a) Termination for Cause. The Company may terminate the Executive's

employment hereunder for cause. For purposes of this Agreement and subject to

the Executive's opportunity to cure as provided in Section 4(c) 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 substantially perform his services

     hereunder which results in material harm to the Company, including the

     failure to comply in any material manner with the policies and rules of the

     Company or the directives of the Chief Executive Officer of the Company; 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 7.





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          (b) Termination for Good Reason. The Executive shall have the right at

any time to terminate his employment with the Company for any reason. For

purposes of this Agreement and subject to the Company's opportunity to cure as

provided in Section 4(c) hereof, the Executive shall have "good reason" to

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