Preamble

MTM Technologies, Inc. (the "Company"), through its Board of Directors (the "Board"), management and employees, and on behalf of its shareholders, is committed to the best practices of corporate governance. We have confidence in our existing Code of Business Ethics and the Charters of our standing committees: the Audit Committee, the Executive Development and Compensation Committee, and the Nominating and Corporate Governance Committee, and the independence of their members. We believe in the effectiveness of our financial policies and controls, the full disclosure of our financial results and business developments through the timely dissemination of press releases and the filing of Forms 10-K, 10-Q and 8-K with the Securities and Exchange Commission, and our quarterly conference calls to discuss financial results. All of these practices demonstrate the Company's acts, not just its words, of good corporate governance. In addition, we are taking the necessary steps to assure full compliance with the requirements of the Sarbanes-Oxley Act of 2002, the NASDAQ rules, and all current laws, rules and regulations applicable to publicly owned corporations.

Our Nominating and Corporate Governance Committee developed the Corporate Governance Guidelines that follow and recommended their adoption to the Board, which approved and adopted them. The Board believes that these Guidelines set out the best practices of corporate governance as applicable to the Company and its operations.

1. Director Qualifications
   Independence. The Board will have a majority of directors who are independent. The Board will affirmatively determine which of its members are independent in accordance with criteria established by the rules and regulations of Nasdaq and the Securities and Exchange Commission and such other criteria as the Board may deem relevant. The Board will disclose the basis for its determination annually in the Company's proxy statement.
   
   Qualifications of Members and Nominees. The Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and characteristics of new Board members as well as the composition of the Board as a whole. This assessment will include each member's qualification as independent, as well as consideration of diversity, skills, and experience in the context of the needs of the Board. The Nominating and Corporate Governance Committee will select nominees for director in accordance with the policies and principles in its charter.
   
   New Director Orientation. The Board and management will provide a complete orientation process for new directors that includes, among other things, background material on the Company and its industry, meetings with senior management, and, to the extent practical, visits to Company facilities.
   
   Service on Other Boards. Directors are encouraged to limit the number of other public company boards on which they serve, taking into account requirements for preparation, participation and attendance for those boards as well as the director's continuing effectiveness on the Company's Board.
    

2. Director's Responsibilities
   Obligations to the Shareholders and the Company. The basic responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders. In discharging that obligation, directors are entitled to rely on the honesty and integrity of the Company's senior executives and its outside advisors and auditors.
   
   Meeting Attendance and Preparation. Directors are expected to attend Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities.
   
   Separation of Offices of Chairman and CEO. The Board believes that the determination whether the offices of Chairman of the Board ("Chairman") and Chief Executive Officer ("CEO") should be separated will be made on a case-by-case basis. As this issue is part of the succession planning process, it is in the best interests of the Company for the Board to make that determination.
   
   Meetings of Non-Management Directors and Lead Director. The non-management directors will meet in executive session immediately after completion of each meeting of the Board and at such other times as they may determine. If the Chairman is not an independent director, the non-management directors will choose an independent director to act as the lead director, who will establish the agenda and preside at their meetings. The Company will disclose the name of the lead director in its annual proxy statement.
    

3. Standing Committees of the Board
   The Board will have at all times an Audit Committee, an Executive Development and Compensation Committee, and a Nominating and Corporate Governance Committee. All of the members of these committees will be independent directors under the relevant criteria. The Board will appoint committee members upon recommendation of the Nominating and Corporate Governance Committee with consideration of the desires of individual directors.
    

4. Director Access to Officers, Employees and Independent Advisors
   Members of the Board shall have ready access to the Company's officers and employees. The Board and each committee have the power to hire independent legal, financial or other advisors as they may deem necessary at Company expense, without consulting or obtaining the approval of any officer of the Company in advance.
    

5. Director Compensation
   The Nominating and Corporate Governance Committee will recommend the form and amount of director compensation in accordance with the policies and principles set forth in its charter, subject to review and approval by the full Board. It is the sense of the Board that a meaningful portion of a director's compensation should be provided and held during the director's tenure in the Company's common stock or common stock units.
    

6. CEO Evaluation and Management Succession
   CEO Evaluation. The Executive Development and Compensation Committee will conduct an annual review of the CEO's performance and compensation, as set forth in its charter, and report its findings and recommendations to the Board.
   
   Succession Planning. The entire Board will work with the Executive Development and Compensation Committee to nominate and evaluate potential successors to the CEO. The CEO will at all times make available his or her recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals. The Chairman and CEO shall inform the Board of their recommendation of a person to serve as a successor or interim CEO should the current CEO die, become disabled or otherwise terminate his or her employment.
    

7. Annual Board Performance Evaluation
   The Nominating and Corporate Governance Committee will conduct an annual evaluation of the Board to determine whether it and its committees are functioning effectively.
    

8. Periodic Review of Corporate Governance Guidelines
   The Nominating and Corporate Governance Committee will periodically review these Corporate Governance Guidelines and recommend amendment to the Board as necessary or appropriate. The Company will post these Corporate Governance Guidelines on its web site and otherwise communicate its contents to the Company's shareholders from time to time.
    

Corporate Policies

Insider Trading Policy

Audit Committee Charter

Compensation Committee Charter

Corporate Governance Committee Charter

Corporate Governance Guidelines

Code of Business Conduct & Ethics