STOCK
      PURCHASE AGREEMENT

     

    THIS
      STOCK PURCHASE AGREEMENT (this “Agreement”),
      dated
      as of May 23, 2007, is made by and between MSTI Holdings, Inc., a Delaware
      corporation (“Seller”),
      and
      Ron Bell, an individual (“Buyer”).

     

    RECITALS

     

    A. Seller
      owns one thousand (1,000) shares of common stock, $.001 par value per share
      (the
“Shares”),
      of
      FXS Holdings, Inc., a Delaware corporation (the “Company”),
      which
      shares constitute, as of the date hereof, all of the issued and outstanding
      capital stock of the Company.

     

    B. Buyer
      holds 3,169,014 shares of common stock, $.001 par value per share, of Seller
      (the “Purchase
      Price Shares”),
      and
      Buyer has agreed to transfer such interest back to Seller for immediate
      cancellation (the “Redemption”).

     

    C. In
      connection with the Redemption, Buyer wishes to acquire from Seller, and Seller
      wishes to transfer to Buyer, the Shares, upon the terms and subject to the
      conditions set forth herein.

     

    Accordingly,
      the parties hereto agree as follows:

     

    1. Purchase
      and Sale of Stock.
      

     

    (a) Purchased
      Shares.
      Subject
      to the terms and conditions provided below, Seller shall sell and transfer
      to
      Buyer and Buyer shall purchase from Seller, on the Closing Date (as defined
      in
      Section 1(c)), all of the Shares.

     

    (b) Purchase
      Price.
      The
      purchase price for the Shares shall be the transfer and delivery by Buyer to
      Seller of the Purchase Price Shares, deliverable as provided in Section
      2(b).

     

    (c) Closing.
      The
      closing of the transactions contemplated in this Agreement (the “Closing”)
      shall
      take place as soon as practicable following the execution of this Agreement.
      The
      date on which the Closing occurs shall be referred to herein as the Closing
      Date
      (the “Closing
      Date”).

     

    2. Closing.

     

    (a) Transfer
      of Shares.
      At the
      Closing, Seller shall deliver to Buyer certificates representing the Shares,
      duly endorsed to Buyer or as directed by Buyer, which delivery shall vest Buyer
      with good and marketable title to all of the issued and outstanding shares
      of
      capital stock of the Company, free and clear of all liens and
      encumbrances.

     

    (b)
      Payment
      of Purchase Price.
      At the
      Closing, Buyer shall deliver to Seller a certificate or certificates
      representing the Purchase Price Shares duly endorsed to Seller, which delivery
      shall vest Seller with good and marketable title to the Purchase Price Shares,
      free and clear of all liens and encumbrances.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Representations
      and Warranties of Seller.
      Seller
      represents and warrants to Buyer as of the date hereof as follows:

     

    (a) Corporate
      Authorization; Enforceability.
      The
      execution, delivery and performance by Seller of this Agreement is within the
      corporate powers and has been, duly authorized by all necessary corporate action
      on the part of Seller. This Agreement has been duly executed and delivered
      by
      Seller and constitutes the valid and binding agreement of Seller, enforceable
      against Seller in accordance with its terms, except to the extent that its
      enforceability may be subject to applicable bankruptcy, insolvency,
      reorganization, moratorium and similar Laws affecting the enforcement of
      creditors’ rights generally and by general equitable principles.

     

    (b) Governmental
      Authorization.
      The
      execution, delivery and performance by Seller of this Agreement requires no
      consent, approval, Order, authorization or action by or in respect of, or filing
      with, any Governmental Authority.

     

    (c) Non-Contravention;
      Consents.
      The
      execution, delivery and performance by Seller of this Agreement and the
      consummation of the transactions contemplated hereby do not (i) violate the
      certificate of incorporation or bylaws of Seller or (ii) violate any applicable
      Law or Order.

     

    (d) Capitalization.
      As of
      the date hereof, Seller owns the Shares, which shares represent 100% of the
      authorized, issued and outstanding capital stock of the Company. The Shares
      to
      be acquired by Buyer are duly authorized, validly issued, fully-paid,
      non-assessable and free and clear of any Liens.

     

    4. Representations
      and Warranties of Buyer.
      Buyer
      represents and warrants to Seller as of the date hereof as follows:

     

    (a) Enforceability.
      The
      execution, delivery and performance by Buyer of this Agreement are within
      Buyer’s powers. This Agreement has been duly executed and delivered by Buyer and
      constitutes the valid and binding agreement of Buyer, enforceable against Buyer
      in accordance with its terms, except to the extent that its enforceability
      may
      be subject to applicable bankruptcy, insolvency, reorganization, moratorium
      and
      similar laws affecting the enforcement of creditors' rights generally and by
      general equitable principles.

     

    (b) Governmental
      Authorization.
      The
      execution, delivery and performance by Buyer of this Agreement require no
      consent, approval, Order, authorization or action by or in respect of, or filing
      with, any Governmental Authority.

     

    (c) Non-Contravention;
      Consents.
      The
      execution, delivery and performance by Buyer of this Agreement, and the
      consummation of the transactions contemplated hereby do not violate any
      applicable Law or Order.

     

    
      
        
        

      

      
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    (d) Purchase
      for Investment.
      Buyer
      is financially able to bear the economic risks of acquiring an interest in
      the
      Company and the other transactions contemplated hereby, and has no need for
      liquidity in this investment. Buyer has such knowledge and experience in
      financial and business matters in general, and with respect to businesses of
      a
      nature similar to the business of the Company, so as to be capable of evaluating
      the merits and risks of, and making an informed business decision with regard
      to, the acquisition of the Shares. Buyer is acquiring the Shares solely for
      his
      own account and not with a view to or for resale in connection with any
      distribution or public offering thereof, within the meaning of any applicable
      securities laws and regulations, unless such distribution or offering is
      registered under the Securities Act of 1933, as amended (the “Securities
      Act”),
      or an
      exemption from such registration is available. Buyer has (i) received all the
      information he has deemed necessary to make an informed investment decision
      with
      respect to the acquisition of the Shares, (ii) had an opportunity to make such
      investigation as he has desired pertaining to the Company and the acquisition
      of
      an interest therein, and to verify the information which is, and has been,
      made
      available to him and (iii) had the opportunity to ask questions of Seller
      concerning the Company. Buyer acknowledges that Buyer is a director and former
      officer of Seller, and a current director and officer of the Company and, as
      such, has actual knowledge of the business, operations and financial affairs
      of
      the Company. Buyer has received no public solicitation or advertisement with
      respect to the offer or sale of the Shares. Buyer realizes that the Shares
      are
“restricted securities” as that term is defined in Rule 144 promulgated by the
      Securities and Exchange Commission under the Securities Act, the resale of
      the
      Shares is restricted by federal and state securities laws and, accordingly,
      the
      Shares must be held indefinitely unless their resale is subsequently registered
      under the Securities Act or an exemption from such registration is available
      for
      their resale. Buyer understands that any resale of the Shares by him must be
      registered under the Securities Act (and any applicable state securities law)
      or
      be effected in circumstances that, in the opinion of counsel for the Company
      at
      the time, create an exemption or otherwise do not require registration under
      the
      Securities Act (or applicable state securities laws). Buyer acknowledges and
      consents that certificates now or hereafter issued for the Shares will bear
      a
      legend substantially as follows:

     

    THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER
      ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR
      INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
      EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
      QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH
      REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE
      SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT
      AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER
      OF
      THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO
      THE
      AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR
      SUCH
      OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT
      VIOLATE THE SECURITIES LAWS.

     

    Buyer
      understands that the Shares are being sold to him pursuant to the exemption
      from
      registration contained in Section 4(1) of the Securities Act and that Seller
      is
      relying upon the representations made herein as one of the bases for claiming
      the Section 4(1) exemption. 

     

    
      
        
        

      

      
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    (e) Liabilities.
      Following the Closing, Seller will have no debts, liabilities or obligations
      relating to the Company or its business or activities, and there are no
      outstanding guaranties, performance or payment bonds, letters of credit or
      other
      contingent contractual obligations that have been undertaken by Seller directly
      or indirectly in relation to the Company or its business and that may survive
      the Closing. 

     

    (f) Title
      to Purchase Price Shares.
      Buyer
      is the sole record and beneficial owner of the Purchase Price Shares. At
      Closing, Buyer will have good and marketable title to the Purchase Price Shares,
      which Purchase Price Shares are, and at the Closing will be, free and clear
      of
      all options, warrants, pledges, claims, liens and encumbrances, and any
      restrictions or limitations prohibiting or restricting transfer to Seller,
      except for restrictions on transfer as contemplated by applicable securities
      laws.

     

    5. Indemnification
      and Release.
      

     

    (a) Indemnification.
      Buyer
      covenants and agrees to indemnify, defend, protect and hold harmless Seller,
      and
      its officers, directors, employees, stockholders, agents, representatives and
      affiliates (collectively, together with Seller, the “Seller
      Indemnified Parties”)
      at all
      times from and after the date of this Agreement from and against all losses,
      liabilities, damages, claims, actions, suits, proceedings, demands, assessments,
      adjustments, costs and expenses (including specifically, but without limitation,
      reasonable attorneys’ fees and expenses of investigation), whether or not
      involving a third party claim and regardless of any negligence of any Seller
      Indemnified Party (collectively, “Losses”),
      incurred by any Seller Indemnified Party as a result of or arising from (i)
      any
      breach of the representations and warranties of Buyer set forth herein or in
      certificates delivered in connection herewith, (ii) any breach or nonfulfillment
      of any covenant or agreement on the part of Buyer under this Agreement, (iii)
      any debt, liability or obligation of the Company, (iv) any debt, liability
      or
      obligation of Seller for actions taken prior to that certain merger by and
      between Seller and Microwave Acquisition Corp., a Delaware corporation (the
      “Merger”),
      (v)
      the conduct and operations of the business of the Company whether before or
      after Closing, (vi) claims asserted against the Company whether before or after
      Closing, or (vii) any federal or state income tax payable by Seller and
      attributable to the transaction contemplated by this Agreement or activities
      prior to the Merger.

     

    (b) Third
      Party Claims.

     

    (i) If
      any
      claim or liability (a “Third-Party
      Claim”)
      should
      be asserted against any of the Seller Indemnified Parties (the “Indemnitee”)
      by a
      third party after the Closing for which Buyer has an indemnification obligation
      under the terms of Section 5(a), then the Indemnitee shall notify Buyer (the
      “Indemnitor”)
      within
      20 days after the Third-Party Claim is asserted by a third party (said
      notification being referred to as a “Claim
      Notice”)
      and
      give the Indemnitor a reasonable opportunity to take part in any examination
      of
      the books and records of the Indemnitee relating to such Third-Party Claim
      and
      to assume the defense of such Third-Party Claim and in connection therewith
      and
      to conduct any proceedings or negotiations relating thereto and necessary or
      appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The
      expenses (including reasonable attorneys’ fees) of all negotiations,
      proceedings, contests, lawsuits or settlements with respect to any Third-Party
      Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume
      the
      defense of any Third-Party Claim in writing within 20 days after the Claim
      Notice of such Third-Party Claim has been delivered, through counsel reasonably
      satisfactory to Indemnitee, then the Indemnitor shall be entitled to control
      the
      conduct of such defense, and any decision to settle such Third-Party Claim,
      and
      shall be responsible for any expenses of the Indemnitee in connection with
      the
      defense of such Third-Party Claim so long as the Indemnitor continues such
      defense until the final resolution of such Third-Party Claim. The Indemnitor
      shall be responsible for paying all settlements made or judgments entered with
      respect to any Third-Party Claim the defense of which has been assumed by the
      Indemnitor. Except as provided on subsection (b) below, both the Indemnitor
      and
      the Indemnitee must approve any settlement of a Third-Party Claim. A failure
      by
      the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor
      from
      any indemnification liability except only to the extent that the Indemnitor
      is
      materially and adversely prejudiced by such failure.

     

    
      
        
        

      

      
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    (ii) If
      the
      Indemnitor shall not agree to assume the defense of any Third-Party Claim in
      writing within 20 days after the Claim Notice of such Third-Party Claim has
      been
      delivered, or shall fail to continue such defense until the final resolution
      of
      such Third-Party Claim, then the Indemnitee may defend against such Third-Party
      Claim in such manner as it may deem appropriate and the Indemnitee may settle
      such Third-Party Claim, in its sole discretion, on such terms as it may deem
      appropriate. The Indemnitor shall promptly reimburse the Indemnitee for the
      amount of all settlement payments and expenses, legal and otherwise, incurred
      by
      the Indemnitee in connection with the defense or settlement of such Third-Party
      Claim. If no settlement of such Third-Party Claim is made, then the Indemnitor
      shall satisfy any judgment rendered with respect to such Third-Party Claim
      before the Indemnitee is required to do so, and pay all expenses, legal or
      otherwise, incurred by the Indemnitee in the defense against such Third-Party
      Claim.

     

    (c) Non-Third-Party
      Claims.
      Upon
      discovery of any claim for which Buyer has an indemnification obligation under
      the terms of this Section 5 which does not involve a claim by a third party
      against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of
      such
      claim and, in any case, shall give Buyer such notice within 30 days of such
      discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer
      shall not excuse Buyer from any indemnification liability except to the extent
      that Buyer is materially and adversely prejudiced by such failure.

     

    (d) Release.
      Buyer,
      on behalf of itself and its Related Parties, hereby releases and forever
      discharges Seller and its individual, joint or mutual, past and present
      representatives, Affiliates, officers, directors, employees, agents, attorneys,
      stockholders, controlling persons, subsidiaries, successors and assigns
      (individually, a “Releasee”
and
      collectively, “Releasees”)
      from
      any and all claims, demands, proceedings, causes of action, orders, obligations,
      contracts, agreements, debts and liabilities whatsoever, whether known or
      unknown, suspected or unsuspected, both at law and in equity, which Buyer or
      any
      of its Related Parties now have or have ever had against Releasees. Buyer hereby
      irrevocably covenants to refrain from, directly or indirectly, asserting any
      claim or demand, or commencing, instituting or causing to be commenced, any
      proceeding of any kind against any Releasee, based upon any matter released
      hereby. “Related
      Parties”
shall
      mean, with respect to Buyer, (i) any Person that directly or indirectly
      controls, is directly or indirectly controlled by, or is directly or indirectly
      under common control with Buyer, (ii) any Person in which Buyer holds a Material
      Interest or (iii) any Person with respect to which Buyer serves as a general
      partner or a trustee (or in a similar capacity). For purposes of this
      definition, “Material
      Interest”
shall
      mean direct or indirect beneficial ownership (as defined in Rule 13d-3 under
      the
      Securities Exchange Act of 1934, as amended) of voting securities or other
      voting interests representing at least ten percent (10%) of the outstanding
      voting power of a Person or equity securities or other equity interests
      representing at least ten percent (10%) of the outstanding equity securities
      or
      equity interests in a Person.

     

    
      
        
        

      

      
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    6. Definitions.
      As used
      in this Agreement:

     

    (a) “Affiliate”
means,
      with respect to any Person, any other Person directly or indirectly controlling,
      controlled by or under common control with the first Person. For the purposes
      of
      this definition, “Control,”
when
      used with respect to any Person, means the possession, directly or indirectly,
      of the power to (i) vote 10% or more of the securities having ordinary voting
      power for the election of directors (or comparable positions) of such Person
      or
      (ii) direct or cause the direction of the management and policies of such
      Person, whether through the ownership of voting securities, by contract or
      otherwise, and the terms “Controlling”
and
      “Controlled”
have
      meanings correlative to the foregoing;

     

    (b) “Governmental
      Authority”
means
      any domestic or foreign governmental or regulatory authority;

     

    (c) “Law”
means
      any federal, state or local statute, law, rule, regulation, ordinance, code,
      Permit, license, policy or rule of common law;

     

    (d) “Lien”
means,
      with respect to any property or asset, any mortgage, lien, pledge, charge,
      security interest, encumbrance or other adverse claim of any kind in respect
      of
      such property or asset. For purposes of this Agreement, a Person will be deemed
      to own, subject to a Lien, any property or asset which it has acquired or holds
      subject to the interest of a vendor or lessor under any conditional sale
      agreement, capital lease or other title retention agreement relating to such
      property or asset;

     

    (e) “Order”
means
      any judgment, injunction, judicial or administrative order or
      decree;

     

    (f) “Permit”
means
      any government or regulatory license, authorization, permit, franchise, consent
      or approval; and

     

    (h) “Person”
means
      an individual, corporation, partnership, limited liability company, association,
      trust or other entity or organization, including a government or political
      subdivision or an agency or instrumentality thereof.

     

    7. Miscellaneous.

     

    (a) Counterparts.
      This
      Agreement may be signed in any number of counterparts, each of which will be
      deemed an original but all of which together shall constitute one and the same
      instrument.

     

    
      
        
        

      

      
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    (b) Amendments
      and Waivers.
      

     

    (i) Any
      provision of this Agreement may be amended or waived if, but only if, such
      amendment or waiver is in writing and is signed, in the case of an amendment,
      by
      each party to this Agreement, or in the case of a waiver, by the party against
      whom the waiver is to be effective.

     

    (ii) No
      failure or delay by any party in exercising any right, power or privilege
      hereunder will operate as a waiver thereof nor will any single or partial
      exercise thereof preclude any other or further exercise thereof or the exercise
      of any other right, power or privilege. The rights and remedies herein provided
      will be cumulative and not exclusive of any rights or remedies provided by
      Law.

     

    (c) Successors
      and Assigns.
      The
      provisions of this Agreement will be binding upon and inure to the benefit
      of
      the parties hereto and their respective successors and assigns; provided
      that no
      party may assign, delegate or otherwise transfer (including by operation of
      Law)
      any of its rights or obligations under this Agreement without the consent of
      each other party hereto.

     

    (d) No
      Third Party Beneficiaries.
      This
      Agreement is for the sole benefit of the parties hereto and their permitted
      successors and assigns and nothing herein expressed or implied will give or
      be
      construed to give to any Person, other than the parties hereto, those referenced
      in Section 5 above, and such permitted successors and assigns, any legal or
      equitable rights hereunder.

     

    (e) Governing
      Law.
      This
      Agreement will be governed by, and construed in accordance with, the internal
      substantive law of the State of Delaware.

     

    (f) Headings.
      The
      headings in this Agreement are for convenience of reference only and will not
      control or affect the meaning or construction of any provisions
      hereof.

     

    (g) Entire
      Agreement.
      This
      Agreement constitutes the entire agreement among the parties with respect to
      the
      subject matter of this Agreement. This Agreement supersedes all prior agreements
      and understandings, both oral and written, between the parties with respect
      to
      the subject matter hereof of this Agreement.

     

    (h) Severability.
      If any
      provision of this Agreement or the application of any such provision to any
      Person or circumstance is held invalid, illegal or unenforceable in any respect
      by a court of competent jurisdiction, the remainder of the provisions of this
      Agreement (or the application of such provision in other jurisdictions or to
      Persons or circumstances other than those to which it was held invalid, illegal
      or unenforceable) will in no way be affected, impaired or invalidated, and
      to
      the extent permitted by applicable Law, any such provision will be restricted
      in
      applicability or reformed to the minimum extent required for such provision
      to
      be enforceable. This provision will be interpreted and enforced to give effect
      to the original written intent of the parties prior to the determination of
      such
      invalidity or unenforceability.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
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    [SIGNATURE
      PAGE TO STOCK PURCHASE AGREEMENT]

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed and delivered, effective as of the date first above
      written.

    
      	 	 	 
	 	 
	 	
              MSTI
                HOLDINGS, INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Frank T. Matarazzo
	 	
              

              Name:
                Frank T. Matarazzo

              
                Title:
                  Chief Executive Officer

              

            
	 	 
	 	
            
	 	
              /s/
                Ron Bell

            
	 	
              

              Ron
                Bell