UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13D/A
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 4)


                             MTM TECHNOLOGIES, INC.
                             ----------------------
                                (Name of Issuer)

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                    ----------------------------------------
                         (Title of Class of Securities)

                                   594944-10-0
                                   -----------
                                 (CUSIP Number)

                          Aryeh Davis, General Counsel
                         Pequot Capital Management, Inc.
                     500 Nyala Farm Road, Westport, CT 06880

                                 (203) 429-2200
           -----------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                 MARCH 11, 2005
                                 --------------
                (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.   |_|

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).






CUSIP No. 594944-10-0

1     Names of Reporting Persons.                Pequot Capital Management, Inc.
      I.R.S. Identification Nos. of above
        persons (entities only)                               06-1524885

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2     Check the Appropriate Box if a Member of a Group (See Instructions)
      (a) |_|
      (b) |X|

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3     SEC Use Only

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4     Source of Funds (See Instructions)
      00

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5     Check if Disclosure of Legal Proceedings Is Required Pursuant to
      Items 2(d) or 2(e)  |_|

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6     Citizenship or Place of Organization
      Connecticut

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  NUMBER OF    7    SOLE VOTING POWER                               12,432,738*+

   SHARES
               -----------------------------------------------------------------
BENEFICIALLY   8   SHARED VOTING POWER                              0

  OWNED BY
               -----------------------------------------------------------------
    EACH       9   SOLE DISPOSITIVE POWER                           12,432,738*+

  REPORTING
               -----------------------------------------------------------------
   PERSON      10   SHARED DISPOSITIVE POWER                        0

    WITH

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11    Aggregate Amount Beneficially Owned by Each
         Reporting Person                                           12,432,738*+

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12    Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
      Instructions) |_|*+

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13    Percent of Class Represented by Amount in Row (11)            62.9%*+

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14    Type of Reporting Person (See Instructions)                   IA

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--------------
*  See Item 5 below.

+  The Reporting Person (as defined below) may be deemed to be part of a group
   with: (i) the other Shareholder Parties (as defined below) pursuant to the
   terms of the Restated Shareholders' Agreement and/or (ii) the other Voting
   Agreement Parties (as defined below) pursuant to the terms of the Voting
   Agreement, in each case, as described in Items 4 and 5. The Reporting Person
   does not affirm to be part of a group and expressly disclaims beneficial
   ownership of (i) the 6,042,373 shares of Common Stock (as defined herein), in
   the aggregate, beneficially owned by the Shareholder Parties (including
   shares underlying options exercisable in 60 days) and (ii) the 6,042,373
   shares of Common Stock (as defined herein), in the aggregate, beneficially
   owned by the Voting Agreement Parties (including shares underlying options
   exercisable in 60 days). Accordingly, such shares of Common Stock are not
   included in the amounts specified by the Reporting Person above.


                                       2



      This Amendment No. 4 is filed by Pequot Capital Management, Inc., a
Connecticut corporation (the "Reporting Person"), and amends Items 3, 4, 5, 6
and 7 of the Amendment No. 3 to Schedule 13D filed by the Reporting Person on
December 17, 2004 ("Amendment No. 3", together with (i) the Amendment No. 2
filed by the Reporting Person on September 23, 2004 ("Amendment No. 2"), (ii)
Amendment No. 1, filed by the Reporting Person on May 28, 2004 ("Amendment No.
1") and (iii) the Schedule 13D filed by the Reporting Person on February 9,
2004, the "Schedule 13D," and together with this Amendment No. 4, the
"Statement"). This Amendment No. 4 relates to the Common Stock, par value $0.001
per share (the "Common Stock"), of MTM Technologies, Inc. (formerly known as
Micros-to-Mainframes, Inc.), a New York corporation (the "Issuer"). Capitalized
terms used below and not otherwise defined herein shall have the meaning set
forth in the Schedule 13D.

ITEM 3.     SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 is hereby amended and restated in its entirety as follows:

      As more fully described in Item 4 hereof, pursuant to the Purchase
Agreement, the Reporting Person acquired the Series A-1 Preferred Stock, Series
A-2 Preferred Stock, Series A-3 Preferred Stock, the A-1 Warrants, A-2 Warrants
and the A-3 Warrants (each, as defined below) for aggregate consideration of
approximately $18,750,000. The Funds and the Issuer entered into the 12/7
Purchase Agreement (as defined below) with respect to the transactions
contemplated thereby, pursuant to which the Reporting Person acquired (i) the
A-4 First Tranche Notes and the A-4 First Tranche Warrants (each, as defined
below), for aggregate consideration of $6,250,000; and (ii) the A-4 Second
Tranche Notes and the A-4 Second Tranche Warrants (each, as defined below), for
aggregate consideration of $4,500,000. The funds for the purchase of such
securities held by the Accounts were obtained from the contributions of the
Accounts' partners/shareholders.

      A copy of the Purchase Agreement was previously filed as Exhibit 1 to the
Schedule 13D and is incorporated herein by reference. A copy of the 12/7
Purchase Agreement was previously filed as Exhibit 1 to Amendment No. 3 and is
incorporated herein by reference. The descriptions herein of the Purchase
Agreement and the 12/7 Purchase Agreement are qualified in their entirety by
reference to such agreements.

ITEM 4.     PURPOSE OF TRANSACTION

Item 4 is hereby amended and restated in its entirety as follows:

The Reporting Person acquired the First Round Preferred Stock (as defined below)
that is convertible into Common Stock and the First Round Warrants (as defined
below) to purchase Common Stock pursuant to the terms of the Purchase Agreement.
The Reporting Person acquired or will acquire, the Notes (as defined below),
which are convertible into shares of Series A-4 Preferred Stock (as defined
below) and the Second Round Preferred Stock (as defined below) that are
convertible into shares of Common Stock and the Second Round Warrants (as
defined below) to purchase Common Stock pursuant to the terms of the 12/7
Purchase Agreement. The Reporting Person considers the shares of Common Stock
that it beneficially owns an investment made in the ordinary course of its
business. The Reporting Person intends to review on a continuing basis its
investment in the Issuer, including the Issuer's business, financial condition
and operating results and general market and industry conditions and, based upon
such review, may acquire additional Notes, Preferred Stock, Warrants (each, as
defined below) or Common Stock or dispose of Notes, Preferred Stock, Warrants or
Common Stock, in the open market, in privately negotiated transactions or in any
other lawful manner.

PURCHASE AGREEMENT

      On May 21, 2004, pursuant to a Purchase Agreement, dated as of January 29,
2004 (the "Purchase Agreement"), with the Funds, the Issuer issued and sold to
the Funds: (i) an aggregate of 3,255,814 shares of the Issuer's Series A-1
Convertible Preferred Stock, par value $0.001 per share (the "Series A-1
Preferred Stock") for a purchase price of $2.15 per share of Series A-1
Preferred Stock, and (ii) warrants to purchase an aggregate of 500,000 shares of
Common Stock, at an exercise price of $2.46 per share (the "A-1 Warrants"),
representing an aggregate consideration of approximately $7,000,000.
Subsequently, on September 16, 2004, pursuant to the Purchase Agreement, the
Issuer issued and sold to the Funds: (i) an aggregate of 2,000,000 shares of the
Issuer's


                                       3



Series A-2 Convertible Preferred Stock, par value $0.001 per share (the "Series
A-2 Preferred Stock") for a purchase price of $2.75 per share of Series A-2
Preferred Stock, and (ii) warrants to purchase an aggregate of 400,000 shares of
Common Stock, at an exercise price of $3.44 per share (the "A-2 Warrants"),
representing an aggregate consideration of approximately $5,500,000. On December
7, 2004, pursuant to the Purchase Agreement, the Issuer issued and sold to the
Funds: (i) an aggregate of 1,923,077 shares of the Issuer's Series A-3
Convertible Preferred Stock, par value $0.001 per share (the "Series A-3
Preferred Stock", together with the Series A-1 Preferred Stock and the Series
A-2 Preferred Stock, the "First Round Preferred Stock") for a purchase price of
$3.25 per share of Series A-3 Preferred Stock, and (ii) warrants to purchase an
aggregate of 384,616 shares of Common Stock, at an exercise price of $4.0625 per
share (the "A-3 Warrants," together with the A-1 Warrants and the A-2 Warrants,
the "First Round Warrants"), representing an aggregate consideration of
approximately $6,250,000. Concurrently with the acquisition of the Series A-3
Preferred Stock and the A-3 Warrants, the Reporting Person assigned to
Constellation (as defined below) all of its rights and obligations under the
Purchase Agreement to purchase from the Issuer an additional $6,250,000 of the
Series A-3 Preferred Stock and Series A-3 Warrants, together with any and all
rights and obligations of a "Purchaser" under the Purchase Agreement with
respect to such Series A-3 Preferred Stock and Series A-3 Warrants. Immediately
thereafter, Constellation purchased 1,923,077 shares of the Issuer's Series A-3
Convertible Preferred Stock (the "Constellation A-3 Preferred Stock") and
Warrants to purchase 384,616 shares of Common Stock (the "Constellation A-3
Warrants").

12/7 PURCHASE AGREEMENT

      On December 10, 2004, pursuant to a Purchase Agreement, dated as of
December 7, 2004 (the "12/7 Purchase Agreement"), with the Funds and
Constellation Venture Capital II, L.P. ("CVC2"), Constellation Venture Capital
Offshore II, L.P. ("CVCO2"), The BSC Employee Fund VI, L.P. ("BSC") and CVC II
Partners, LLC ("CVC2LLC" and, collectively with CVC2, CVCO2 and BSC,
"Constellation"), the Issuer issued and sold to the Funds: (i) $6,250,000 in
aggregate principal amount of its 7% secured subordinated convertible promissory
notes (the "A-4 First Tranche Notes") which, subject to shareholder approval,
are convertible into 1,923,077 shares of Series A-4 convertible preferred stock,
$0.001 par value per share (the "Series A-4 Preferred Stock") (as such amount
may be adjusted in accordance with the terms of the Restated Certificate) and
(ii) subject to shareholder approval, warrants to purchase up to 384,616 shares
(as such amount may be adjusted in accordance with the terms thereof) of Common
Stock (the "A-4 First Tranche Warrants").

      Under the terms of the 12/7 Purchase Agreement, the Funds and
Constellation (the "Investor Stockholders") have the right purchase their
respective percentage amounts of, at any time, but in no event later than
September 10, 2005, on any Subsequent Closing Date (as defined in the 12/7
Purchase Agreement) (i) up to $15,000,000 in aggregate principal amount of the
Issuer's 7% secured subordinated convertible promissory notes, which amounts may
be adjusted in accordance with the terms of the 12/7 Purchase Agreement (the
"A-4 Second Tranche Notes" and, together with the A-4 First Tranche Notes, the
"Series A-4 Notes") which are convertible into Series A-4 Preferred Stock, (ii)
warrants to purchase up to 923,077 shares (as such amount may be adjusted in
accordance with the terms thereof) of Common Stock (the "Additional A-4
Warrants" and together with the A-4 First Tranche Warrants, the "Series A-4
Warrants" or the "Second Round Warrants) and (iii) up to $22,500,000 in
aggregate principal amount of the Issuer's 7% secured subordinated convertible
promissory notes, which amounts may be adjusted in accordance with the terms of
the 12/7 Purchase Agreement (the "Series A-5 Notes" and together with the Series
A-4 Notes, the "Notes") which are convertible into shares of Series A-5
Convertible Preferred Stock, $0.001 par value per share (the "Series A-5
Preferred Stock" and, together with the Series A-4 Preferred Stock, the "Second
Round Preferred Stock). The First Round Preferred Stock and the Second Round
Preferred Stock are collectively referred to herein as "Preferred Stock." The
First Round Warrants and the Second Round Warrants are collectively referred to
herein as "Warrants".

      On March 11, 2005, pursuant to the 12/7 Purchase Agreement, the Issuer
issued and sold to the Funds: (i) $4,500,000 in aggregate principal amount of
it's A-4 Second Tranche Notes which, subject to shareholder approval, are
convertible into 1,384,615 shares of Series A-4 Preferred Stock (as such amount
may be adjusted in accordance with the terms of the Restated Certificate) and
(ii) subject to shareholder approval, Additional A-4 Warrants to purchase up to
276,923 shares (as such amount may be adjusted in accordance with the terms
thereof) of Common Stock.


                                       4



      On or prior to December 10, 2005, the Issuer may provide a written notice
(the "Company Notice") to the Investor Stockholders requesting that the Investor
Stockholders purchase their respective percentage amounts of: (i)(A) if
shareholder approval has not been obtained, A-4 Second Tranche Notes in an
aggregate amount of not less than $2,500,000 or (B) if the shareholder approval
has been obtained, Series A-4 Preferred Stock (issued and sold at the Original
Issue Price (as defined in the 12/7 Purchase Agreement)) in an aggregate amount
of not less than $2,500,000 and (ii) in each case with the Additional Warrants
that such Investor Stockholder is entitled to purchase. If an Investor
Stockholder does not purchase the A-4 Second Tranche Notes or the Series A-4
Preferred Stock, or if an Investor Stockholder desires to purchase less than the
amount of such A-4 Second Tranche Notes or Series A-4 Preferred Stock and
Additional Warrants that such Investor Stockholder is entitled to purchase (such
Investor Stockholder, a "Rejecting Purchaser") then: to the extent that any
other person purchases such A-4 Second Tranche Notes or the Series A-4 Preferred
Stock and Additional Warrants that were originally allocated to the Rejecting
Purchaser, the Rejecting Purchaser forfeits its right to purchase any additional
Series A-4 Second Tranche Notes or Series A-4 Preferred Stock and Additional
Warrants and the aggregate amount of A-5 Notes and/or Series A-5 Preferred Stock
that such Rejecting Purchaser may purchase pursuant to this Agreement will be
increased by an amount equal to one half of the amount of A-4 Second Tranche
Notes or the Series A-4 Preferred Stock and Additional Warrants purchased by
such other Persons; or to the extent that such A-4 Second Tranche Notes or the
Series A-4 Preferred Stock and Additional Warrants that such Rejecting Purchaser
was entitled to purchase are not purchased by any other person, such Rejecting
Purchaser will retain its right to purchase the A-4 Second Tranche Notes or the
Series A-4 Preferred Stock and Additional Warrants that was not purchased by
such other persons. If the Funds and Constellation purchase all of the A-4
Second Tranche Notes or Series A-4 Preferred Stock and Additional A-4 Warrants,
only an aggregate principal amount of up to $15,000,000 of Series A-5 Notes can
be purchased.

VOTING AGREEMENT

      Concurrently with, and as a condition to, the Investor Stockholders'
execution of the 12/7 Purchase Agreement, certain shareholders of the Issuer,
consisting of the Funds, Constellation, Howard A. Pavony and Steven H. Rothman
(the Funds, together with Constellation and Messrs. Pavony and Rothman, the
"Voting Agreement Parties"), entered into a Voting Agreement (the "Voting
Agreement"). Under the Voting Agreement, such shareholders have agreed that, at
any meeting of the shareholders of the Issuer, or in connection with any other
circumstances upon which a vote, consent or other approval (including by written
consent) to be taken by the shareholders of the Issuer relating to the 12/7
Purchase Agreement and the transactions contemplated thereby or for the Issuer
to perform its obligations under the Purchase Agreement, such shareholders will
vote in favor of the adoption of the 12/7 Purchase Agreement and the approval of
the transactions contemplated thereby. The shareholders party to the Voting
Agreement beneficially own a majority of the Common Stock issued and outstanding
as of March 11, 2005 (excluding Notes or Second Round Warrants acquired by the
Investor Stockholders at the Initial Closing).

      Pursuant to the terms of the Voting Agreement, each shareholder party
thereto also agrees that until the transactions contemplated by the 12/7
Purchase Agreement are consummated or the 12/7 Purchase Agreement is terminated,
such shareholder will not: (i) sell, transfer, pledge, assign, or otherwise
dispose of such shareholder's shares of the Issuer, except as provided in the
Voting Agreement; (ii) enter into or exercise its rights under any voting
arrangement with respect to such shares; or (iii) take any other action that
would in any way restrict, limit, or interfere with, the performance of such
shareholder's obligations under the Voting Agreement.

RESTATED SHAREHOLDERS' AGREEMENT

      On December 10, 2004 (the "Initial Closing"), the Issuer, the Funds,
Constellation, Howard A. Pavony and Steven H. Rothman (the Funds, together with
Constellation and Messrs. Pavony and Rothman, the "Shareholder Parties") entered
into an Amended and Restated Shareholders' Agreement (the "Restated
Shareholders' Agreement") pursuant to which the Shareholder Parties agreed to
vote, or cause to be voted, all securities of the Issuer owned by such
Shareholder Party or over which such Shareholder Party has voting control so
that the number of directors of the Issuer will be eleven, consisting of: (i)
the Issuer's chief executive officer ("CEO"); (ii) two directors designated by
the Funds or its assignee; (iii) one director designated by


                                       5




Constellation or its assignee; (iv) Mr. Pavony; (iv) Mr. Rothman; (v) three
"independent" directors, within the meaning of "independent" under the current
rules of The Nasdaq Stock Market, selected by the Issuer's nominating and
corporate governance committee; and (vi) two additional independent directors to
be selected by the CEO and reasonably acceptable to the Issuer's nominating and
corporate governance committee. Under certain circumstances where the Funds hold
less than 25% of the securities the Funds originally purchase at the Initial
Closing, the right to designate two directors in (ii) above will be reduced to
one director and the above voting provisions will be adjusted in the manner
described in the Restated Shareholders' Agreement.

      The obligation of the Shareholder Parties under the Restated Shareholders'
Agreement will expire on December 10, 2009. The obligation of the Funds and
Constellation to vote in favor of the appointment of Messrs. Pavony and Rothman
as directors will expire on May 20, 2006, provided that such person has not
terminated his employment, other than for "good reason," nor has been terminated
for "cause." Between May 21, 2006 and May 20, 2007, the Funds and Constellation
will be required to vote in favor of the appointment of only one of Messrs.
Pavony and Rothman as a director, as determined by the Issuer's then current
board of directors, provided that such person has not terminated his employment,
other than for "good reason," nor has been terminated for "cause," with the
person not so elected being granted observer rights during such period, provided
that such person has not terminated his employment, other than for "good
reason," nor has been terminated for "cause." Messrs. Pavony's and Rothman's
obligation to vote (i) in favor of the nominees of the Funds and Constellation
for director shall terminate if (a) the Funds or their assignees own less than
10% of the First Round Preferred Stock (or shares of Common Stock issuable upon
conversion thereof) issued to the Funds, (b) Constellation or its assignees own
less than 10% of the Series A-4 Preferred Stock (or shares of Common Stock
issuable upon conversion thereof) issued to Constellation, or (c) any other
shareholders that are introduced to the Issuer by Pequot own less than 10% of
the shares acquired by such shareholders from the Issuer in a transaction not
including a public offering or (ii) if either or both of Messrs. Pavony and
Rothman individually owns less than less than 10% of the number of shares of
Common Stock owned by such person on the date of the Initial Closing.

      The Restated Shareholders' Agreement also contains provisions (i)
restricting the transfer of any securities by shareholders party to the Restated
Shareholders' Agreement in certain circumstances and (ii) granting the Funds and
Constellation certain rights of first refusal and tag-along rights with respect
to any dispositions by Messrs. Pavony and Rothman of their shares of Common
Stock.

RESTATED REGISTRATION RIGHTS AGREEMENT

      In connection with the transactions contemplated by the 12/7 Purchase
Agreement, the Issuer, the Investor Stockholders and Messrs. Pavony and Rothman
entered into an Amended and Restated Registration Rights Agreement (the
"Restated Registration Rights Agreement"). Pursuant to the Restated Registration
Rights Agreement, within 60 days of (a) the date of any issuance of any
Preferred Stock or (b) the date of notice to the Company of any acquisition of
Common Stock then having a fair market value of at least $150,000 by the
Investor Stockholders, the Issuer will be required to file a registration
statement registering (for the resale on a continuous basis under Rule 415 of
the Securities Act) the Common Stock underlying the Preferred Stock, the
Warrants and all other shares of Common Stock owned by the Investor Stockholders
at such time, as well as certain shares of Common Stock owned by Messrs. Pavony
and Rothman. The Issuer will be required to keep such registration statement
effective until all the Common Stock registered thereunder is sold or the
holders are entitled to sell such Common Stock under Rule 144(k) under the
Securities Act, without compliance with the public information, sales volume,
manner of sale or notice requirements of Rule 144(c), (e), (f) or (h) under the
Securities Act. The Restated Registration Rights Agreement also provides the
Investor Stockholders with piggyback registration rights with respect to certain
underwritten offerings of the Issuer's Common Stock.

RESTATED CERTIFICATE

      Pursuant to the 12/7 Purchase Agreement, the Issuer agreed to use its best
efforts to hold a meeting of its shareholders to seek approval for the Restated
Certificate of Incorporation to amend the certificate to include the terms of
the Second Round Preferred Stock (the "Restated Certificate")), the
authorization and issuance of (or the conversion of the Notes into) the Second
Round Preferred Stock and the exercise of the A-4 Warrants. Upon obtaining
shareholder approval and acceptance and filing of the Issuer's Restated
Certificate


                                       6




with the Secretary of State of the State of New York, the Series A-4 Preferred
Stock and the Series A-5 Preferred Stock will be authorized and issuable.

CHANGES TO THE BOARD OF DIRECTORS

      On December 10, 2004, Amish Jani, previously nominated by the Funds,
resigned as a member of the Issuer's Board of Directors, as contemplated by the
Restated Shareholders' Agreement, and Clifford Friedman, a nominee of
Constellation was elected to the Issuer's Board of Directors.

      A copy of the Purchase Agreement was previously filed as Exhibit 1 to the
Schedule 13D and is incorporated herein by reference. Copies of the 12/7
Purchase Agreement, the Voting Agreement, the Restated Shareholders' Agreement,
the Restated Registration Rights Agreement and the Restated Certificate were
previously filed as Exhibits 1, 2, 3, 4 and 5, respectively, to Amendment No. 3
and are incorporated herein by reference. The descriptions herein of such
agreements and certificate are qualified in their entirety by reference to such
agreements or certificate.

ITEM 5.     INTEREST IN SECURITIES OF THE ISSUER

Item 5 is hereby amended and restated in its entirety as follows:

      (a)   The Reporting Person beneficially owns 12,432,738 shares of Common
Stock, representing approximately 62.9% of shares of Common Stock outstanding
as of March 11, 2005 (assuming the issuance of (i) 8,463,507 shares of Common
Stock issuable upon conversion of the First Round Preferred Stock and the
exercise of the First Round Warrants and (ii) 3,969,231 shares of Common Stock
issuable upon conversion of the Series A-4 Preferred Stock (following the
conversion of the A-4 First Tranche Notes and the A-4 Second Tranche Notes into
Series A-4 Preferred Stock) and the exercise of the A-4 Warrant and the
Additional A-4 Warrant)).

      In addition, by virtue of each of the Restated Shareholders' Agreement
and/or the Voting Agreement, it could be alleged that a "group," within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or Rule 13d-5(b)(1) thereunder, has been formed that
includes the other Shareholder Parties and the Reporting Person and/or the other
Voting Agreement Parties and the Reporting Person. While the Reporting Person
does not concede that such a "group" has been formed, this filing is being made
to ensure compliance with the Exchange Act. Such a group including the other
Shareholder Parties and/or the other Voting Agreement Parties ("Group Members")
and the Reporting Person would be deemed to beneficially own, in the aggregate,
18,475,111 shares of Common Stock (including shares underlying options
exercisable within 60 days of the date hereof), representing 76.9% of the
Common Stock outstanding as of March 11, 2005. The Reporting Person expressly
disclaims beneficial ownership of Common Stock beneficially owned by any Group
Member and does not affirm that any such "group" exists.

      (b)   The Reporting Person has the sole power to vote, direct the vote,
dispose and direct the disposition of the 12,432,738 shares of Common Stock.

      Pursuant to, and to the extent set forth in, the Restated Shareholders'
Agreement, it could be alleged that the Reporting Person shares voting and
dispositive power with respect to the shares of Common Stock beneficially owned
by the other Shareholder Parties. Pursuant to, and to the extent set forth in,
the Voting Agreement, it could be alleged that the Reporting Person shares
voting and dispositive power with respect to the shares of Common Stock
beneficially owned by the other Voting Agreement Parties. To the knowledge of
the Reporting Person and based on documents publicly filed by the Group Members,
other than Constellation, (i) the name, address and principal occupation of each
Group Member is as filed on Exhibit 2 to the Schedule 13D and is incorporated
herein by reference and (ii) each such Group Member is a citizen of the United
States. To the knowledge of the Reporting Person, the name, address and
principal occupation of the officers, directors and controlling person(s) of
Constellation is as set forth on Exhibit 2 hereto and is incorporated herein by
reference. To the knowledge of the Reporting Person and based on documents
publicly filed by the Group Members, during the last five years, no Group Member
has been: (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order


                                       7




enjoining future violations of, or prohibiting or mandating activities subject
to Federal or State securities laws or finding any violation with respect to
such laws.

      (c)   Except for the information set forth, or incorporated by reference,
in Items 3 and 4, which is incorporated herein by reference, none of the
Reporting Persons has effected any transaction relating to the Common Stock
during the past 60 days.

      (d)   Not applicable.

      (e)   Not applicable.

ITEM 6.     CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER

Item 6 is hereby amended and restated in its entirety as follows:

Reference is made to the Purchase Agreement, the 12/7 Purchase Agreement, the
Restated Shareholders' Agreement, the Voting Agreement and the Restated
Registration Rights Agreement and the Restated Certificate described in Item 4,
which are incorporated by reference herein.

      In connection with the transactions contemplated by the Purchase
Agreement, (i) on May 21, 2004, the Issuer issued to the Funds the Series A-1
Preferred Stock and the A-1 Warrant, (ii) on September 16, 2004, the Issuer
issued to the Funds the Series A-2 Preferred Stock and A-2 Warrant, and (iii) on
December 7, 2004, the Issuer issued to the Funds the Series A-3 Preferred Stock
and A-3 Warrant. In connection with the transactions contemplated by the 12/7
Purchase Agreement, (i) on December 10, the Issuer issued to the Funds the A-4
First Tranche Notes and the A-4 First Tranche Warrants; (ii) on March 11, 2005,
the Issuer issued to the Funds the A-4 Second Tranche Notes and the Additional
A-4 Warrants.

SERIES A PREFERRED STOCK

      The Preferred Stock is convertible into Common Stock at any time at the
election of the individual holders of the Preferred Stock, initially at a ratio
of one share of Common Stock for every share of Preferred Stock and subject to
adjustments for certain dilutive equity issuances and for stock splits, stock
dividends and similar events. After the date that is 18 months following the
most recent date of issuance of the First Round Preferred Stock, all outstanding
shares of First Round Preferred Stock will automatically convert into Common
Stock at the applicable conversion rate then in effect on the date on which the
weighted average closing price of the Common Stock for the immediately preceding
60 consecutive trading days exceeds four (4) times the weighted average of the
applicable conversion price then in effect for the applicable class of First
Round Preferred Stock. After the date that is 18 months following the most
recent date of issuance of the Second Round Preferred Stock, all outstanding
shares of First Round Preferred Stock will automatically convert into Common
Stock at the applicable conversion rate then in effect on the date on which the
weighted average closing price of the Common Stock for the immediately preceding
60 consecutive trading days exceeds four (4) times the weighted average of the
applicable conversion price then in effect for the applicable class of First
Round Preferred Stock. However, no shares of Preferred Stock will be
automatically converted unless at the time of the proposed conversion, an
effective registration statement is on file with the SEC with respect to the
Common Stock issuable (i) to the holders of the Preferred Stock upon conversion
of the Preferred Stock and (ii) to the holders of the Warrants upon exercise of
the Warrants, and such shares of Common Stock have been listed on the Nasdaq
Stock Market or other approved national stock exchange or national over-the
counter bulletin board. The purchase price of each class of Preferred Stock for
purposes of conversion is subject to adjustment for stock splits, stock
dividends and other similar events.

      Holders of the Preferred Stock are entitled to vote together with all
other classes and series of the Issuer's voting stock on all actions to be taken
by its shareholders, except as otherwise provided by applicable law or as
described below. Each share of Preferred Stock is entitled to the number of
votes equal to the number of shares of Common Stock into which the Preferred
Stock is convertible into at the applicable conversion prices in effect on the
record date for the meeting at which the votes are to be cast. Initially, each
share of Preferred Stock will be entitled to one vote. As long as 30% of the
Preferred Stock actually issued remains


                                       8




outstanding, the Issuer will not be allowed to take certain actions without
obtaining the prior written consent of the holders of a majority of the
Preferred Stock outstanding. The holders of Preferred Stock are entitled to
customary preemptive rights and liquidation and dissolution preferences.

      Holders of the Preferred Stock are entitled to receive cumulative
dividends semi-annually beginning on May 21, 2006 at the per annum rate of 6% of
the applicable purchase price for such class of Preferred Stock. During the
period commencing on May 21, 2006 and terminating on May 21, 2008, dividends
will be payable, at the Issuer's discretion, in cash, property or in shares of
the applicable class of Preferred Stock, valued at the applicable purchase
price. Following May 21, 2008, dividends will be payable in cash only. Holders
of the Preferred Stock are entitled to receive such dividends prior to any
payment of dividends to the holders of Common Stock.

7% SECURED SUBORDINATED CONVERTIBLE NOTES

      On December 10, 2004, in connection with the transactions contemplated by
the 12/7 Purchase Agreement, the Issuer issued A-4 First Tranche Notes in an
aggregate principal amount of $6,250,000 to the Funds. The A-4 First Tranche
Notes bear interest at an annual rate of 7%, payable quarterly. The interest
accrued on each such payment date will be added to the principal of the A-4
First Tranche Notes. The outstanding principal and accrued interest on the A-4
First Tranche Notes will be automatically converted into Series A-4 Preferred
Stock on the date of the shareholders' approval. The per share conversion price
of the A-4 First Tranche Notes is $3.25 (subject to adjustment as set forth in
the A-4 First Tranche Notes). Until the A-4 First Tranche Notes are converted
into Series A-4 Preferred Stock, they will be due and payable on demand, which
may be given by 66-2/3% of the holders of the A-4 First Tranche Notes at any
time following the later of the date that is (x) 150 days following the date of
issuance or (y) if the Securities and Exchange Commission reviews the Issuer's
filings seeking shareholder approval, 180 days following the date of issuance.
The payment of the principal of and interest on the A-4 First Tranche Notes by
Issuer is guaranteed by each of its subsidiaries. The right of repayment of
principal of and interest on the A-4 First Tranche Notes and the security
interest in the assets of Issuer are subordinated to the rights and security
interests of certain of the Issuer's lenders. The A-4 First Tranche Notes are
equally and ratably secured by all of the assets of the Issuer and each of its
subsidiaries.

      In connection with the transactions contemplated by the 12/7 Purchase
Agreement, on March 11, 2005, the Issuer issued to the Funds the A-4 Second
Tranche Notes. The A-4 Second Tranche Notes have, and the A-5 Notes will have,
substantially similar terms as the A-4 First Tranche Notes.

WARRANTS

      In connection with the transactions contemplated by the Purchase
Agreement, the Issuer issued the A-1 Warrants to the Funds on May 21, 2004. The
A-1 Warrants are exercisable at any time prior to the fourth anniversary of the
Initial Closing at an exercise price of $2.46 per share to purchase one share of
Common Stock for every five shares of Series A-1 Preferred Stock issued and
sold. The Issuer issued the A-2 Warrants to the Funds on September 16, 2004. The
A-2 Warrants are exercisable at any time prior to the fourth anniversary of the
Initial Closing at an exercise price of $3.44 per share to purchase one share of
Common Stock for every five shares of Series A-2 Preferred Stock issued and
sold. The Issuer issued the A-3 Warrants to the Funds on December 7, 2004. The
A-3 Warrants are exercisable at any time prior to December 7, 2008 at an
exercise price of $4.0625 to purchase one share of Common Stock. Under the terms
of the First Round Warrants and subject to certain exceptions, the Funds have
the right to purchase a proportionate amount of additional shares of Common
Stock issued by the Issuer, based on the number of shares of Common Stock held
by the Funds on a fully diluted basis. As of December 10, 2004, the First Round
Warrants are exercisable, in the aggregate, into 1,284,616 shares of Common
Stock. The exercise price of the Warrants is subject to adjustment for stock
splits, stock dividends and similar events. Cashless exercise is permitted.

      In connection with the First Round transactions contemplated by the 12/7
Purchase Agreement, the Issuer issued the A-4 Warrants to the Funds, subject to
shareholder approval, on December 10, 2004. The A-4 Warrants can be exercised at
any time following shareholder approval at an exercise price of $4.06 per share
to purchase such


                                       9




number of shares of Common Stock equal to 20% of the number of shares of Common
Stock issued or issuable on conversion of Series A-4 Preferred Stock issued or
issuable on conversion of the principal amount, together with accrued interest,
of the A-4 First Tranche Notes purchased on the Initial Closing Date. As of
December 10, 2004, the A-4 Warrants would be exercisable, in the aggregate, into
384,616 shares of Common Stock. The Issuer issued the Additional A-4 Warrants to
the Funds, subject to shareholder approval, on March 11, 2005 (the "Second
Tranche Closing Date"). The Additional A-4 Warrants can be exercised at any time
following shareholder approval prior to March 11, 2009, at an exercise price of
$4.06 per share to purchase such number of shares of Common Stock equal to 20%
of the number of shares of Common Stock issued or issuable on conversion of
Series A-4 Preferred Stock issued or issuable on conversion of the outstanding
principal amount, together with accrued interest, of the A-4 Second Tranche
Notes. As of March 11, 2005, the Additional A-4 Warrants would be exercisable,
in the aggregate, into 276,923 shares of Common Stock. The exercise price of the
A-4 Warrants and the Additional A-4 Warrants is subject to adjustment for stock
splits, stock dividends and similar events. Cashless exercise is permitted.

      Other than as described above, the First Round Warrants have substantially
similar terms, a form of which was previously filed as Exhibit 6 to the Schedule
13D and is incorporated herein by reference. Other than as set forth above, the
Additional A-4 Warrants and the A-4 Warrants have substantially similar terms, a
form of which is attached hereto as Exhibit 1 and is incorporated herein by
reference.

      The Restated Certificate and a form of the Notes were previously filed as
Exhibits 5 and 6, respectively, to Amendment No. 3 and are incorporated herein
by reference. The descriptions herein of the Restated Certificate, Notes and the
Warrants are each qualified in its entirety by reference to such certificate and
agreements.

ITEM 7.     MATERIAL TO BE FILED AS EXHIBITS

Exhibit 1   Form of Series A-4 Warrant to be entered into by and among the
            Issuer and the Funds (incorporated by reference to Exhibit 10.3 to
            the Issuer's Form 8-K, dated December 7, 2004 (filed December 13,
            2004)).

Exhibit 2   Name, address and principal occupation of certain Group Members.


                                       10




                                S I G N A T U R E

      After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.



Date: March 24, 2005                    Pequot Capital Management, Inc.




                                             /S/ ARYEH DAVIS
                                        -----------------------------------
                                          Aryeh Davis, General Counsel



                                       11




                                  EXHIBIT INDEX
                                  -------------

Exhibit 1   Form of Series A-4 Warrant to be entered into by and among the
            Issuer and the Funds (incorporated by reference to Exhibit 10.3 to
            the Issuer's Form 8-K, dated December 7, 2004 (filed December 13,
            2004)).

Exhibit 2   Name, address and principal occupation of certain Group Members.



                                       12




                                    EXHIBIT 2

      To the knowledge of the Reporting Person, the principal occupation of each
of Messrs. Pavony and Rothman is Executive Vice President of the Issuer and
their address is 850 Canal Street, Stamford, Connecticut 06902. To the knowledge
of the Reporting Person, the name, address and principal business or occupation
of the officers, directors, partners and/or controlling person(s) of
Constellation, in each case, as applicable, are as follows:

      Constellation Venture Capital II, L.P. ("CV II") is a Delaware limited
      partnership whose principal business is that of a private investment
      partnership. The general partner of CVII is Constellation Ventures
      Management II, LLC, a Delaware limited liability corporation ("Management
      II"). Constellation Venture Capital Offshore II, L.P. ("Offshore II") is a
      Cayman Islands limited partnership whose principal business is that of a
      private investment partnership. The general partner of Offshore II is
      Managment II. The BSC Employee Fund VI, L.P. ("BSC VI") is a Delaware
      limited partnership whose principal business is that of a private
      investment partnership. The general partners of BSC VI are Managment II
      and Bear Stearns Merchant Capital II, L.P. ("BSMC"). The principal
      business of BSMC is that of a private investment partnership. CVC II
      Partners, L.L.C. ("CVC") is a Delaware limited liability corporation whose
      principal business is that of a private investment limited liability
      corporation. The managing member of CVC is The Bear Stearns Companies Inc.
      ("BSCI"). The principal business of BSCI is that of a securities
      broker-dealer. Management II is a Delaware limited liability corporation
      whose principal business is that of a private investment limited liability
      corporation. The managing member of Management II is Bear Stearns Asset
      Management Inc. ("BSAM"). BSAM is a New York corporation. The principal
      business of BSAM is that of a registered investment advisor. The principal
      business and principal office address of CV II, Offshore II, Management
      II, BSC VI, BSMC, BSAM BSCI, and CVC is 383 Madison Avenue, 28th Floor,
      New York, New York 10179. The executive officers and directors of BSAM are
      citizens of the United States, and their respective principal occupations
      are as follows: (i) Richard A. Marin is Director, Chairman of the Board,
      Chief Executive Officer, President and Senior Managing Director of BSAM,
      (ii) John W. Geisseinger is Director, Chief Investment Officer and Senior
      Managing Director of BSAM, (iii) Stephen A. Bornstein is General Counsel,
      Executive Vice President and Managing Director of BSAM,(iv)and Michael E.
      Guarasci is Director, Chief Financial Officer, Chief Operating Officer and
      Senior Managing Director of BSAM and (v) Lawrence S. Lafer is Secretary,
      Chief Compliance Officer and Managing Director of BSAM.



                                       13