VOTING AGREEMENT



                  THIS VOTING AGREEMENT (this "Agreement"), dated as of August

16, 2005, is by and among the persons listed on SCHEDULE I hereto (each a

"Shareholder", and, collectively, the "Shareholders").



         WHEREAS, MTM Technologies, Inc., a New York corporation (the

"Company"), proposes to enter into an Agreement and Plan of Merger of even date

herewith (the "Merger Agreement") with NEXL, Inc., a Massachusetts corporation

("NEXL"), Clifford L. Rucker and MTM (Massachusetts), LLC, a Delaware limited

liability company and wholly-owned subsidiary of the Company ("Merger

Subsidiary"), for the merger of NEXL with and into the Merger Subsidiary;



         WHEREAS, on an as converted basis, the Shareholders own approximately

69% of the Common Stock, $.001 par value per share, of the Company (the "Common

Stock");



         WHEREAS, as a condition to the execution and delivery of the Merger

Agreement, NEXL has requested that the Shareholders enter into this Agreement;



         WHEREAS, the Shareholders believe that the execution, delivery and

performance of the Merger Agreement by the Company and the consummation of the

transactions contemplated thereby (the "Transactions") are in the best interests

of the Company and its shareholders; and



         WHEREAS, each Shareholder is the record and beneficial owner, or the

trustee of a trust whose beneficiaries are the beneficial owners, of such number

of shares of Common Stock of the Company set forth opposite such Shareholder's

name on SCHEDULE I hereto (such shares of Common Stock, as such shares may be

adjusted by stock dividend, stock split, recapitalization, combination or

exchange of shares, merger, consolidation, reorganization or other change or

transaction, together with shares of Common Stock that may be acquired after the

date hereof by such Shareholder, including shares of Common Stock issued upon

the exercise of options or warrants to purchase Common Stock (as the same may be

adjusted as aforesaid), being collectively referred to herein as the "Shares").



         NOW, THEREFORE, in consideration of the premises and the

representations, warranties and agreements contained herein, the Shareholders

agree as follows:



         1. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder

hereby, severally and not jointly, represents and warrants to the other

Shareholders as follows:



         (a) AUTHORITY. The Shareholder has all requisite power and authority to

execute and deliver this Agreement and to consummate the transactions

contemplated hereby. The execution, delivery and performance of this Agreement

and the consummation of the transactions contemplated hereby have been duly

authorized by the Shareholder. This Agreement has been duly executed and

delivered by the Shareholder and constitutes a valid and binding obligation of

the Shareholder enforceable against the Shareholder in accordance with its terms

(subject to (i) laws of general application relating to bankruptcy, insolvency

and the relief of debtors, and (ii) rules of law governing specific performance,

injunctive







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relief, or other equitable remedies). Except as set forth on SCHEDULE

II hereto, neither the execution, delivery or performance of this Agreement by

the Shareholder nor the consummation by the Shareholder of the transactions

contemplated hereby will (i) require any filing with, or permit, authorization,

consent or approval of, any federal, state, local or municipal foreign or other

government or subdivision, branch, department or agency thereof or any

governmental or quasi-governmental authority of any nature, including any court

or other tribunal, (a "Governmental Entity"), (ii) result in a violation or

breach of, or constitute (with or without due notice or lapse of time or both) a

default under, or give rise to any right of termination, amendment, cancellation

or acceleration under, or result in the creation of any pledge, claim, lien,

option, charge, encumbrance or security interest of any kind or nature

whatsoever (a "Lien") upon any of the properties or assets of the Shareholder

under, any of the terms, conditions or provisions of any note, bond, mortgage,

indenture, lease, license, permit, concession, franchise, contract, agreement or

other instrument or obligation (a "Contract") to which the Shareholder is a

party or by which the Shareholder or any of the Shareholder's properties or

assets, including the Shareholder's Shares, may be bound or (iii) violate any

judgment, order, writ, preliminary or permanent injunction or decree (an

"Order") or any statute, law, ordinance, rule or regulation of any Governmental

Entity (a "Law") applicable to the Shareholder or any of the Shareholder's

properties or assets, including the Shareholder's Shares.



         (b) THE SHARES. Subject to the terms of this Agreement, the

Shareholder's Shares and the certificates representing such Shares are now, and

at all times during the term hereof will be, held by such Shareholder, or by a

nominee or custodian for the benefit of such Shareholder. The Shareholder has

good and marketable title to such Shares, free and clear of any Liens, proxies,

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