EXHIBIT 10.1


                             MTM TECHNOLOGIES, INC.

                          ASSOCIATE STOCK PURCHASE PLAN


         1.  Purpose. The purpose of the MTM Technologies, Inc. Associate Stock
Purchase Plan is to provide Eligible Employees of the Company and its Related
Corporations an opportunity to purchase Common Stock. The Board believes that
this ownership participation will be to the mutual benefit of Eligible Employees
and the Company. The Plan is intended to constitute an "employee stock purchase
plan" within the meaning of Section 423 of the Code.

         2.  Definitions.

         (a) "Board" means the Board of Directors of the Company.

         (b) "Code" means the Internal Revenue Code of 1986, as amended.

         (c) "Committee" means the compensation committee appointed by the
Board.

         (d) "Common Stock" means the common stock of the Company.

         (e) "Company" means MTM Technologies, Inc.

         (f) "Compensation" means, with respect to any paycheck, either (i) the
portion thereof representing the gross remuneration paid for services rendered,
or (ii) the portion thereof representing base salary or regular wages, as
determined by the Committee.

         (g) "Eligible Employee" means an Employee who is eligible to
participate in the Plan pursuant to Section 4(a).

         (h) "Employee" means each individual who is an employee of the Company
or a Related Corporation for purposes of Section 423(b)(4) of the Code;
provided, however, that the term Employee shall not include any individual (i)
who, for purposes of Section 423(b)(3) of the Code, is deemed to own stock
possessing 5% or more of the total combined voting power or value of all classes
of stock of the Company or a Related Corporation or (ii) who is on an approved
leave of absence that has exceeded 90 days and whose right to reemployment is
not guaranteed either by statute or by contract.

         (i) "Fair Market Value" means, as of a particular date, (i) if the
Common Stock is listed or admitted to trade on a national securities exchange,
the closing price of the Common Stock, as published in The Wall Street Journal,
of the principal national securities exchange on which the Common Stock is so
listed or admitted to trade, on such date, or, if there is no trading of the
Common Stock on such date, then the closing price of the Common Stock as quoted
on the next preceding date on which there was trading in such shares; (ii) if
the Common Stock is not listed or admitted to trade on a national securities
exchange but is listed and quoted on Nasdaq, the last sale price for the Common
Stock on such date as reported by Nasdaq, or, if there is no reported trading of
the Common Stock on such date, then the last sale price for the Common Stock on
the next preceding date on which there was trading in the Common Stock; and





(iii) if the stock is not listed or admitted to trade on a national securities
exchange and is not listed and quoted on Nasdaq, the value established in good
faith by the Committee.

         (j) "Offering" means each separate offering of Shares under the Plan
that occurs during each Offering Period.

         (k) "Offering Date" means the date on which each Offering Period is to
commence, as determined by the Committee.

         (l) "Offering Period" means a period of such duration as determined by
the Committee; provided, however, that the duration of the Offering Period shall
not exceed 5 years. Offering Periods may run consecutively or may overlap, as
determined by the Committee.

         (m) "Participant" means each Eligible Employee who elects to
participate in the Plan.

         (n) "Plan" means this MTM Technologies, Inc. Associate Stock Purchase
Plan.

         (o) "Purchase Agreement" means the document prescribed by the Committee
pursuant to which an Eligible Employee has enrolled to be a Participant.

         (p) "Purchase Date" means the last day of each Offering Period, and
such interim dates, as determined by the Committee, on which Shares are
purchased pursuant to the Plan.

         (q) "Purchase Price" means the price at which a Share shall be
purchased on each Purchase Date, the method for determining which shall be set
in advance of each Offering by the Committee; provided, however, that the
Purchase Price shall not be less than 95% of the Fair Market Value on the
Purchase Date.

         (r) "Related Corporation" means any parent corporation or subsidiary
corporation of the Company, whether now or hereafter existing, as those terms
are defined in Sections 424(e) and (f), respectively, of the Code; provided that
such parent corporation or subsidiary corporation shall be a Related Corporation
for purposes of the Plan only if it is incorporated under the laws of a state of
the United States.

         (s) "Share" means a share of Common Stock.

         (t) "Stock Purchase Account" means a noninterest bearing bookkeeping
entry established by the Company, which shall record all amounts deducted from a
Participant's Compensation for the purpose of purchasing Shares for such
Participant under the Plan, reduced by all amounts applied to the purchase of
Shares for such Participant under the Plan. The Company shall not be required to
segregate or set aside any amounts so deducted, and such bookkeeping entry shall
not represent an interest in any assets of the Company. All deducted amounts
shall remain part of the Company's general assets until they are applied to
purchase Shares under the Plan, and until such time may be used by the Company
for any corporate purpose.


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         3.  Administration.

         (a) The Plan shall be administered by the Committee, which shall have
the authority and power to adopt, construe and enforce rules and regulations
consistent with the provisions of the Plan. In administering the Plan, the
Committee shall ensure that all Eligible Employees have the same rights and
privileges, to the extent required under Section 423(b)(5) of the Code. Any
action of the Committee with respect to the Plan shall be final, conclusive and
binding on all persons, including the Company, any Related Corporation,
Participants, and any person claiming any rights under the Plan from or through
any Participant, except to the extent the Committee may subsequently modify or
take further action with respect to its prior action. The Committee may delegate
to officers or managers of the Company or any Related Corporation the authority,
subject to such terms as the Committee shall determine, to perform such
functions as the Committee may determine, to the extent permitted under
applicable law.

         (b) Each member of the Committee shall be entitled to, in good faith,
rely or act upon any report or other information furnished to him or her by any
officer or other employee of the Company or any Related Corporation, the
Company's independent certified public accountants or any compensation
consultant, legal counsel or other professional retained by the Company to
assist in the administration of the Plan. No member of the Committee, or any
officer or employee of the Company acting on behalf of the Committee, shall be
personally liable for any action, determination or interpretation taken or made
in good faith with respect to the Plan, and all members of the Committee and any
officer or employee of the Company acting on its behalf shall, to the extent
permitted by law, be fully indemnified and protected by the Company with respect
to any such action, determination or interpretation.

         4.  Eligibility and Participation.

         (a) During each Offering, each Employee shall be eligible to
participate in the Plan; provided, however, that with respect to any Offering,
the Committee may exclude Employees described in Section 423(b)(4) of the Code.

         (b) Each Eligible Employee may elect to participate in an Offering by
completing a Purchase Agreement at such time in advance of the commencement of
the Offering as determined by the Committee.

         (c) Unless otherwise determined by the Committee, and except as
otherwise provided in subsection (d), the purchase of Shares under the Plan
shall be funded solely through payroll deductions accumulated during the
Offering Period. In a Purchase Agreement, an Eligible Employee shall designate
the percentage (in whole percentages) of Compensation to be deducted from each
paycheck, subject to such maximum percentage limit as may be set by the
Committee on a uniform basis. Such payroll deductions shall be credited to the
Participant's Stock Purchase Account. Increases or decreases to a Participant's
rate of payroll deduction during an Offering Period may be permitted based on
uniform rules to be established by the Committee.

         (d) If a Participant ceases to be employed by the Company or any
Related Corporation, participation in the Plan shall cease and the entire
amount, if any, standing to the Participant's credit in his or her Stock


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Purchase Account shall be refunded to him or her as soon as administratively
practicable. If a Participant remains employed by the Company or a Related
Corporation, but ceases to be an Eligible Employee, he or she may continue to
participate in the Plan through the end of the Offering Period in which such
cessation occurs, but may participate thereafter only pursuant to Section 4(a).

         5.  Purchase of Shares. Subject to Section 6, on any Purchase Date,
there shall be purchased on behalf of each Participant that number of Shares
which equals the amount then credited to each Participant's Stock Purchase
Account divided by the Purchase Price (rounded down to the nearest whole Share).
Any amounts not so applied (i.e., that would result in a fractional Share) shall
remain in the Participant's Stock Purchase Account.

         6.  Limitations.

         (a) The aggregate number of Shares that may be purchased under the Plan
shall not exceed 1,000,000.

         (b) The aggregate number of Shares that may be purchased by any
Participant with respect to any one Offering Period shall not exceed 3,500.

         (c) No Eligible Employee shall be granted the right to purchase Shares
under the Plan to the extent that his or her rights to purchase Shares under all
employee stock purchase plans (within the meaning of Section 423 of the Code) of
the Company and any Related Corporation accrue (i.e., become exercisable) at a
rate which exceeds $25,000 worth of Shares (determined at the Fair Market Value
of the Shares at the time such rights are granted) for each calendar year in
which such right is outstanding at any time.

         (d) In order to satisfy the foregoing limitations, the Committee shall
have the right to (i) decrease or suspend a Participant's payroll deductions,
(ii) not apply all or any portion of a Participant's Stock Purchase Account
toward the purchase of Shares, and (iii) repurchase Shares previously purchased
by a Participant at the Purchase Price paid by the Participant. In respect of
Section 6(a) above, any such method shall be applied on a uniform basis.

         7. Restrictions on Shares. Shares purchased by a Participant shall, for
all purposes, be deemed to have been issued at the close of business on the
relevant Purchase Date. Prior to that time, none of the rights or privileges of
a stockholder of the Company shall inure to the Participant with respect to such
Shares. All Shares purchased under the Plan shall be delivered by the Company in
a manner as determined by the Committee and may consist, in whole or in part, of
authorized and unissued shares, treasury shares or shares acquired in the market
on a Participant's behalf. The Committee shall have the authority to determine
the restrictions, if any, to which Shares shall be subject (including lock-ups
and other transfer restrictions), and may condition the delivery of the Shares
upon the execution by the Participant of any agreement providing for such
restrictions and/or require that the Shares be held in a brokerage or custodial
account established with a broker or other custodian selected by the Committee
in order to enforce such restrictions.

         8. Adjustments. In the event that the Committee shall determine that
any recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase or exchange of Shares or other


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securities, stock dividend or other special, large and non-recurring dividend or
distribution (whether in the form of cash, securities or other property),
liquidation, dissolution, or other similar corporate transaction or event,
affects the Shares such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of Participants under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the limitations on the number of Shares that may be purchased under Sections
6(a) and (b), (ii) the kind of Shares reserved for purchase under the Plan, and
(iii) the calculation of the Purchase Price.

         9.  General Provisions.

         (a) Compliance With Laws and Obligations. The Company shall not be
obligated to issue or deliver Shares under the Plan in a transaction subject to
the requirements of any applicable securities law, any requirement under any
listing agreement between the Company and any national securities exchange or
automated quotation system or any other law, regulation or contractual
obligation of the Company until the Company is satisfied that such laws,
regulations, and other obligations of the Company have been complied with in
full. Certificates representing Shares issued under the Plan will be subject to
such stop-transfer orders and other restrictions as may be applicable under such
laws, regulations and other obligations of the Company, including any
requirement that a legend or legends be placed thereon.

         (b) Nonalienation. The right to purchase Shares under the Plan is
personal to the Participant, is exercisable only by the Participant during his
or her lifetime except as hereinafter set forth, and may not be assigned or
otherwise transferred by the Participant. Notwithstanding the foregoing, there
shall be delivered to the executor, administrator or other personal
representative of a deceased Participant such Shares and such residual balance
as may remain in the Participant's Stock Purchase Account as of the date the
Participant's death occurs; provided, however, that such representative shall be
bound by the terms and conditions of the Plan as if such representative were a
Participant.

         (c) Taxes. The Company or Related Corporation shall be entitled to
require any Participant to remit, through payroll withholding or otherwise, any
tax that it determines it is obligated to collect with respect to the purchase
or subsequent sale of Shares, and the Committee shall institute such mechanisms
as shall insure the collection of such taxes.

         (d) Disqualifying Disposition. If Shares acquired with respect to an
Offering are sold or otherwise disposed of within two years after the Offering
Date or within one year after the Purchase Date, the holder of the Shares
immediately prior to the disposition shall promptly notify the Company in
writing of the date and terms of the disposition and shall provide such other
information regarding the disposition as the Company may reasonably require in
order to secure any deduction then available against the Company's or any other
corporation's taxable income. The Committee may impose such procedures as it
determines may be necessary to ensure that such notification is made (e.g., by
requiring that Shares be held in a brokerage or custodial account established
with a broker or other custodian selected by the Committee).

         (e) No Right to Continued Employment or Service. Neither the Plan nor
any action taken hereunder shall be construed as giving any employee, director
or other person the right to be retained in the employ or service of the Company
or a Related Corporation, nor shall it interfere in any way with the right of


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the Company or a Related Corporation to terminate any employee's employment or
other person's service at any time or with the right of the Board or
stockholders to remove any director.

         (f) Amendment or Termination of the Plan. The Board may amend, alter,
suspend, discontinue or terminate the Plan without the consent of stockholders
or Participants, except that any such action shall be subject to the approval of
the Company's stockholders at or before the next annual meeting of stockholders
for which the record date is after such Board action if such stockholder
approval is required by any federal or state law or regulation or the rules of
any stock exchange or automated quotation system on which the Shares may then be
listed or quoted, and the Board may otherwise, in its discretion, determine to
submit other such changes to the Plan to stockholders for approval; provided,
however, that, without the consent of an affected Participant, no such action
may materially impair the rights of such Participant with respect to any Shares
previously purchased by the Participant. Upon termination of the Plan, any
amounts then credited to a Participant's Stock Purchase Account shall be
returned to the Participant.

         (g) Nonexclusivity of the Plan. Neither the adoption of the Plan by the
Board nor any submission of the Plan or amendments thereto to the stockholders
of the Company for approval shall be construed as creating any limitations on
the power of the Board to adopt such other compensatory arrangements as it may
deem desirable, including, without limitation, the granting of stock options or
purchase rights otherwise than under the Plan, and such arrangements may be
either applicable generally or only in specific cases.

         (h) Effective Date. The Plan shall be effective as of April 15, 2005,
subject to approval by the Company's stockholders within 12 months before or
after the effective date.

         (i) Term. The Plan shall continue in effect for a term of 10 years
after the effective date unless sooner terminated under Section 9(f).

         (j) Governing Law. The validity, construction and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of New York, without giving effect to
principles of conflicts of laws, and applicable federal law.


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