SecProbe.io

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                                                        THELEN REID & PRIEST LLP
                                                                Attorneys at Law
                                                        ------------------------

                                                                875 Third Avenue
                                                         New York, NY 10022-6225

                                                               Tel. 212.603.2000
                                                               Fax  212.603.2001

                                                              www.thelenreid.com

                                December 22, 2005

VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

          Re:  MTM Technologies, Inc.
               Registration Statement No. 333-127587

Dear Sirs and Madams:

     The Company's response to the comments of the staff of the Securities and
Exchange Commission (the "Staff") contained in the letter of Barbara C. Jacobs,
Assistant Director, dated December 20, 2005 (the "Comment Letter") (numbered in
accordance with the numbering sequence contain in the Comment Letter) is as
follows:

     1.   The Company has filed a Form 8-K/A disclosing the financial statements
          of Nexl, Inc. for the nine months ended September 30, 2005 and 2004,
          which are incorporated by reference into Registration Statement No.
          333-127587.

     2.   With respect to the Amendment to the Purchase Agreement, the waiver
          defined the Purchase Agreement to include amendments thereto. In fact
          there have been two such amendments, the first dated March 11, 2005
          and the second dated November 22, 2005. Therefore, the waiver letter
          covers potential rescission rights the Purchasers may have as a result
          of the Purchase Agreement and the existing amendments thereto.

          While Section 14 of the Securities Act of 1933 makes void "any
          condition, stipulation, or provision binding any person acquiring any
          security to waive compliance with any provision [of the Act] or of the
          rules and regulations of the Commission . . .", courts have held that
          Section 14 of the Securities Act and its counterpart, Section 29(a) of
          the Securities Exchange Act, do not prohibit parties from executing
          valid releases in connection with claims relating to potential
          violations that have already matured. See Lancer Offshore, Inc. v.
          Dominion Income Mgmt. Corp., No. 01 Civ. 4860 (LMM), 2002 WL 441309,
          *5 (S.D.N.Y. Mar. 20, 2002) ("Releases of claims under the federal
          securities laws are valid as to mature, ripened claims of which the
          releasing party had knowledge before signing the release.") (internal
          quotation omitted) (citing Moseman v. Van Leer, 263 F.3d 129, 133 (4th

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VIA EDGAR
December 22, 2005
Page 2

          Cir. 2001)); Binstein v. Haven Indus., Inc., No. 74 Civ. 4792, 1978 WL
          1121, *7 (S.D.N.Y. Oct. 26, 1978) (same); Korn v. Franchard Corp., 388
          F.Supp. 1326, 1329 (S.D.N.Y. 1975) (same).

          Thus, where the purchaser of securities agrees, with full knowledge of
          the compliance issues in question, to waive his rights or release the
          seller from liability under the antifraud provisions of the federal
          securities laws, such an agreement is not void as a matter of law
          under the nonwaiver provisions of Section 14 of the Securities Act or
          Section 29(a) of the Exchange Act. Binstein, 1978 WL 1121 at *7; see
          also Mullen v. New Jersey Steel Corp., 733 F. Supp. 1534, 1547 (D.N.J.
          1990) ("[Section 29(a)] concerns waiver of future violations; there is
          a distinction between a waiver of future claims and a waiver of mature
          claims of which the releasing party had knowledge.") (citation
          omitted); Mittendorf v. J.R. Williston & Beane Inc., 372 F. Supp. 821,
          834 (S.D.N.Y. 1974) ("No rational basis has been suggested for
          depriving private parties of the right to acquit one another,
          retrospectively, of liability under open circumstances, whether the
          action stems from conduct under ss. 10(b) of the 1934 Act and its
          progeny or any other federally created right. Such liability, once
          matured and recognized, is susceptible of valid and binding
          release.").

          Here, the Purchasers, with full knowledge that the sale of the Series
          A-4 Preferred Stock, the Series A-4 Warrants, the Series A-5 Preferred
          Stock and Series A-5 Warrants (collectively, the "Securities") may be
          considered by the SEC to be a single integrated transaction and
          therefore a violation under the federal securities laws, have executed
          a waiver letter waiving any and all rescission rights they may have if
          indeed the sale of the Securities was a violation entitling them to
          rescission. Thus, the Purchasers have validly waived their rescission
          rights arising from ripe claims of which they have full knowledge, and
          under the well-settled principles outlined herein the Purchasers'
          waiver does not conflict with Section 14 of the Securities Act and is
          enforceable.

          Moreover, because the Purchasers acknowledge in their waiver letter
          that as a result of their waiver MTM will not disclose the existence
          of their possible rescission rights (because these rights are now
          waived), Purchasers will be prevented under estoppel principles from
          asserting any such rights with respect to the compliance issues in
          question. Saverslak v. Davis-Cleaven Produce Co., 606 F.2d 208, 213
          (7th Cir.1979), cert. denied, 444 U.S. 1078, 100 S. Ct. 1029 (1980)
          ("The principles of waiver and estoppel support the notion that a
          party to a contract may not lull another into a false assurance that
          strict compliance with a contractual duty will not be required and
          then sue for non-compliance.").

     Pursuant to Rule 461 of Regulation C under the Securities Act of 1933, as
amended, the Company hereby respectfully requests that the above referenced
registration statement be declared effective as of 5:30 pm EST, December 22,
2005, or as soon thereafter as practicable.

     The Company acknowledges that:

     1.   should the Securities and Exchange Commission (Commission) or the
          Staff, acting pursuant to delegated authority, declare the
          Registration Statement effective, it does not foreclose the Commission

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VIA EDGAR
December 22, 2005
Page 3

          from taking any action with respect to the Registration Statement;

     2.   the action of the Commission or the staff, acting pursuant to
          delegated authority, in declaring the Registration Statement
          effective, does not relieve the Company from its full responsibility
          for the accuracy and adequacy of the disclosure in the Registration
          Statement; and

     3.   the Company may not assert Staff comments and the declaration of
          effectiveness as a defense in any proceeding initiated by the
          Commission or any person under the federal securities laws of the
          United States.

     Kindly direct any comments you may have regarding the Registration
Statement to the undersigned (direct dial: (212) 603-2361; fax: (212) 829-2078).

     Thank you for your prompt attention to this matter.

                                           Kind Regards,

                                           /s/ Tammy Fudem

                                           Tammy Fudem

cc: John Kohler
    Ann Gill
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