MSTI
      HOLDINGS, INC.

     

    DIRECTOR
      AND OFFICER INDEMNIFICATION AGREEMENT

     

    This
      Director and Officer Indemnification Agreement, dated as of May ___, 2007 (this
      “Agreement”),
      is
      made by and between MSTI Holding, Inc., a Delaware corporation (the “Company”),
      and
      _______________ (the “Indemnitee”).

     

    RECITALS:

     

    A. Section
      141 of the Delaware General Corporation Law provides that the business and
      affairs of a corporation shall be managed by or under the direction of its
      board
      of directors.

     

    B. By
      virtue
      of the managerial prerogatives vested in the directors and officers of a
      Delaware corporation, directors and officers act as fiduciaries of the
      corporation and its stockholders.

     

    C. Thus,
      it
      is critically important to the Company and its stockholders that the Company
      be
      able to attract and retain the most capable persons reasonably available to
      serve as directors and officers of the Company.

     

    D. In
      recognition of the need for corporations to be able to induce capable and
      responsible persons to accept positions in corporate management, Delaware law
      authorizes (and in some instances requires) corporations to indemnify their
      directors and officers, and further authorizes corporations to purchase and
      maintain insurance for the benefit of their directors and officers.

     

    E. The
      Delaware courts have recognized that indemnification by a corporation serves
      the
      dual policies of (1) allowing corporate officials to resist unjustified
      lawsuits, secure in the knowledge that, if vindicated, the corporation will
      bear
      the expense of litigation, and (2) encouraging capable women and men to serve
      as
      corporate directors and officers, secure in the knowledge that the corporation
      will absorb the costs of defending their honesty and integrity.

     

    F.
       The
      number of lawsuits challenging the judgment and actions of directors and
      officers of Delaware corporations, the costs of defending those lawsuits and
      the
      threat to personal assets have all materially increased over the past several
      years, chilling the willingness of capable women and men to undertake the
      responsibilities imposed on corporate directors and officers.

     

    G. Recent
      federal legislation and rules adopted by the Securities and Exchange Commission
      and the national securities exchanges have exposed such directors and officers
      to new and substantially broadened civil liabilities.

     

    H. Under
      Delaware law, a director’s or officer’s right to be reimbursed for the costs of
      defense of criminal actions, whether such claims are asserted under state or
      federal law, does not depend upon the merits of the claims asserted against
      the
      director or officer and is separate and distinct from any right to
      indemnification the director may be able to establish.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    I. Indemnitee
      is, or will be, a director and/or officer of the Company and his or her
      willingness to serve in such capacity is predicated, in substantial part, upon
      the Company’s willingness to indemnify him or her in accordance with the
      principles reflected above, to the fullest extent permitted by the laws of
      the
      State of Delaware, and upon the other undertakings set forth in this
      Agreement.

     

    J. Therefore,
      in recognition of the need to provide Indemnitee with substantial protection
      against personal liability, in order to procure Indemnitee’s continued service
      as a director and/or officer of the Company and to enhance Indemnitee’s ability
      to serve the Company in an effective manner, and in order to provide such
      protection pursuant to express contract rights (intended to be enforceable
      irrespective of, among other things, any amendment to the Company’s certificate
      of incorporation or bylaws (collectively, the “Constituent
      Documents”),
      any
      change in the composition of the Company’s Board of Directors (the “Board”)
      or any
      change-in-control or business combination transaction relating to the Company),
      the Company wishes to provide in this Agreement for the indemnification and
      advancement of Expenses to Indemnitee on the terms, and subject to the
      conditions, set forth in this Agreement.

     

    K. In
      light
      of the considerations referred to in the preceding recitals, it is the Company’s
      intention and desire that the provisions of this Agreement be construed
      liberally, subject to their express terms, to maximize the protections to be
      provided to Indemnitee hereunder.

     

    AGREEMENT:

     

    NOW,
      THEREFORE, the parties hereby agree as follows:

     

    1. Certain
      Definitions.
      In
      addition to terms defined elsewhere herein, the following terms have the
      following meanings when used in this Agreement with initial capital
      letters:

     

    “Change
      in Control”
      shall
      have occurred at such time, if any, as Incumbent Directors cease for any reason
      to constitute a majority of Directors. For purposes of this Section 1(a),
“Incumbent
      Directors”
      means
      the individuals who, as of the date hereof, are Directors of the Company and
      any
      individual becoming a Director subsequent to the date hereof whose election,
      nomination for election by the Company’s stockholders, or appointment, was
      approved by a vote of at least a majority of the then Incumbent Directors
      (either by a specific vote or by approval of the proxy statement of the Company
      in which such person is named as a nominee for director, without objection
      to
      such nomination); provided,
      however,
      that an
      individual shall not be an Incumbent Director if such individual’s election or
      appointment to the Board occurs as a result of an actual or threatened election
      contest (as described in Rule 14a-12(c) of the Securities Exchange Act of 1934,
      as amended) with respect to the election or removal of directors or other actual
      or threatened solicitation of proxies or consents by or on behalf of a Person
      other than the Board.

     

    “Claim”
      means
      (i) any threatened, asserted, pending or completed claim, demand, action, suit
      or proceeding, whether civil, criminal, administrative, arbitrative,
      investigative or other, and whether made pursuant to federal, state or other
      law; and (ii) any inquiry or investigation, whether made, instituted or
      conducted by the Company or any other Person, including, without limitation,
      any
      federal, state or other governmental entity, that Indemnitee reasonably
      determines might lead to the institution of any such claim, demand, action,
      suit
      or proceeding. For the avoidance of doubt, the Company intends indemnity to
      be
      provided hereunder in respect of acts or failure to act prior to, on or after
      the date hereof. 

     

    
      
         

      

      
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    “Controlled
      Affiliate”
      means
      any corporation, limited liability company, partnership, joint venture, trust
      or
      other entity or enterprise, whether or not for profit, that is directly or
      indirectly controlled by the Company. For purposes of this definition,
“control”
      means
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management or policies of an entity or enterprise, whether
      through the ownership of voting securities, through other voting rights, by
      contract or otherwise; provided
      that
      direct or indirect beneficial ownership of capital stock or other interests
      in
      an entity or enterprise entitling the holder to cast 15% or more of the total
      number of votes generally entitled to be cast in the election of directors
      (or
      persons performing comparable functions) of such entity or enterprise shall
      be
      deemed to constitute control for purposes of this definition. 

     

    “Disinterested
      Director”
      means a
      director of the Company who is not and was not a party to the Claim in respect
      of which indemnification is sought by Indemnitee. 

     

    “Expenses”
      means
      attorneys’ and experts’ fees and expenses and all other costs and expenses paid
      or payable in connection with investigating, defending, being a witness in
      or
      participating in (including on appeal), or preparing to investigate, defend,
      be
      a witness in or participate in (including on appeal), any Claim. 

     

    “Indemnifiable
      Claim”
      means
      any Claim based upon, arising out of or resulting from (i) any actual, alleged
      or suspected act or failure to act by Indemnitee in his or her capacity as
      a
      director, officer, employee or agent of the Company or as a director, officer,
      employee, member, manager, trustee or agent of any other corporation, limited
      liability company, partnership, joint venture, trust or other entity or
      enterprise, whether or not for profit, as to which Indemnitee is or was serving
      at the request of the Company, (ii) any actual, alleged or suspected act or
      failure to act by Indemnitee in respect of any business, transaction,
      communication, filing, disclosure or other activity of the Company or any other
      entity or enterprise referred to in clause (i) of this sentence, or (iii)
      Indemnitee’s status as a current or former director, officer, employee or agent
      of the Company or as a current or former director, officer, employee, member,
      manager, trustee or agent of the Company or any other entity or enterprise
      referred to in clause (i) of this sentence or any actual, alleged or suspected
      act or failure to act by Indemnitee in connection with any obligation or
      restriction imposed upon Indemnitee by reason of such status. In addition to
      any
      service at the actual request of the Company, for purposes of this Agreement,
      Indemnitee shall be deemed to be serving or to have served at the request of
      the
      Company as a director, officer, employee, member, manager, trustee or agent
      of
      another entity or enterprise if Indemnitee is or was serving as a director,
      officer, employee, member, manager, agent, trustee or other fiduciary of such
      entity or enterprise and (i) such entity or enterprise is or at the time of
      such
      service was a Controlled Affiliate, (ii) such entity or enterprise is or at
      the
      time of such service was an employee benefit plan (or related trust) sponsored
      or maintained by the Company or a Controlled Affiliate, or (iii) the Company
      or
      a Controlled Affiliate (by action of the Board, any committee thereof or the
      Company’s Chief Executive Officer (“CEO”) (other than as the CEO him or
      herself)) caused or authorized Indemnitee to be nominated, elected, appointed,
      designated, employed, engaged or selected to serve in such
      capacity.

     

    
      
         

      

      
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    “Indemnifiable
      Losses”
      means
      any and all Losses relating to, arising out of or resulting from any
      Indemnifiable Claim; provided,
      however,
      that
      Indemnifiable Losses shall not include Losses incurred by Indemnitee in respect
      of any Indemnifiable Claim (or any matter or issue therein) as to which
      Indemnitee shall have been adjudged liable to the Company, unless and only
      to
      the extent that the Delaware Court of Chancery or the court in which such
      Indemnifiable Claim was brought shall have determined upon application that,
      despite the adjudication of liability but in view of all the circumstances
      of
      the case, Indemnitee is fairly and reasonably entitled to indemnification for
      such Expenses as the court shall deem proper. 

     

    “Independent
      Counsel”
      means a
      nationally recognized law firm, or a member of a nationally recognized law
      firm,
      that is experienced in matters of Delaware corporate law and neither presently
      is, nor in the past five years has been, retained to represent: (i) the Company
      (or any subsidiary) or Indemnitee in any matter material to either such party
      (other than with respect to matters concerning the Indemnitee under this
      Agreement, or of other indemnitees under similar indemnification agreements)
      or
      (ii) any other named (or, as to a threatened matter, reasonably likely to be
      named) party to the Indemnifiable Claim giving rise to a claim for
      indemnification hereunder. Notwithstanding the foregoing, the term “Independent
      Counsel” shall not include any person who, under the applicable standards of
      professional conduct then prevailing, would have a conflict of interest in
      representing either the Company or Indemnitee in an action to determine
      Indemnitee’s rights under this Agreement. 

     

    “Losses”
      means
      any and all Expenses, damages, losses, liabilities, judgments, fines, penalties
      (whether civil, criminal or other) and amounts paid or payable in settlement,
      including, without limitation, all interest, assessments and other charges
      paid
      or payable in connection with or in respect of any of the foregoing.


     

    “Person”
      means
      any individual, entity or group, within the meaning of Section 13(d)(3) or
      14(d)(2) of the Securities Exchange Act of 1934, as amended. 

     

    “Standard
      of Conduct”
      means
      the standard for conduct by Indemnitee that is a condition precedent to
      indemnification of Indemnitee hereunder against Indemnifiable Losses relating
      to, arising out of or resulting from an Indemnifiable Claim. The Standard of
      Conduct is (i) good faith and a reasonable belief by Indemnitee that his action
      was in or not opposed to the best interests of the Company and, with respect
      to
      any criminal action or proceeding, that Indemnitee had no reasonable cause
      to
      believe that his conduct was unlawful, or (ii) any other applicable standard
      of
      conduct that may hereafter be substituted under Section 145(a) or (b) of the
      Delaware General Corporation Law or any successor to such
      provision(s).

    


    2. Indemnification
      Obligation.
      Subject
      only to Section 7 and to the proviso in this Section, the Company shall
      indemnify, defend and hold harmless Indemnitee, to the fullest extent permitted
      or required by the laws of the State of Delaware in effect on the date hereof
      or
      as such laws may from time to time hereafter be amended to increase the scope
      of
      such permitted indemnification, against any and all Indemnifiable Claims and
      Indemnifiable Losses; provided,
      however,
      that,
      except as provided in Section 5, Indemnitee shall not be entitled to
      indemnification pursuant to this Agreement in connection with (i) any Claim
      initiated by Indemnitee against the Company or any director or officer of the
      Company unless the Company has joined in or consented to the initiation of
      such
      Claim, or (ii) the purchase and sale by Indemnitee of securities in violation
      of
      Section 16(b) of the Securities Exchange Act of 1934, as amended. The Company
      acknowledges that the foregoing obligation may be broader than that now provided
      by applicable law and the Company’s Constituent Documents and intends that it be
      interpreted consistently with this Section and the recitals to this Agreement.
      

     

    
      
         

      

      
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    3. Advancement
      of Expenses. 
      Indemnitee shall have the right to advancement by the Company prior to the
      final
      disposition of any Indemnifiable Claim of any and all actual and reasonable
      Expenses relating to, arising out of or resulting from any Indemnifiable Claim
      paid or incurred by Indemnitee. Without limiting the generality or effect of
      any
      other provision hereof, Indemnitee’s right to such advancement is not subject to
      the satisfaction of any Standard of Conduct. Without limiting the generality
      or
      effect of the foregoing, within five business days after any request by
      Indemnitee that is accompanied by supporting documentation for specific
      reasonable Expenses to be reimbursed or advanced, the Company shall, in
      accordance with such request (but without duplication), (a) pay such Expenses
      on
      behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient
      to
      pay such Expenses, or (c) reimburse Indemnitee for such Expenses; provided
      that
      Indemnitee shall repay, without interest, any amounts actually advanced to
      Indemnitee that, at the final disposition of the Indemnifiable Claim to which
      the advance related, were in excess of amounts paid or payable by Indemnitee
      in
      respect of Expenses relating to, arising out of or resulting from such
      Indemnifiable Claim. In connection with any such payment, advancement or
      reimbursement, at the request of the Company, Indemnitee shall execute and
      deliver to the Company an undertaking, which need not be secured and shall
      be
      accepted without reference to Indemnitee’s ability to repay the Expenses, by or
      on behalf of the Indemnitee, to repay any amounts paid, advanced or reimbursed
      by the Company in respect of Expenses relating to, arising out of or resulting
      from any Indemnifiable Claim in respect of which it shall have been determined,
      following the final disposition of such Indemnifiable Claim and in accordance
      with Section 7, that Indemnitee is not entitled to indemnification
      hereunder.

     

    4. Indemnification
      for Additional Expenses. 
      Without
      limiting the generality or effect of the foregoing, the Company shall indemnify
      and hold harmless Indemnitee against and, if requested by Indemnitee, shall
      reimburse Indemnitee for, or advance to Indemnitee, within five business days
      of
      such request accompanied by supporting documentation for specific Expenses
      to be
      reimbursed or advanced, any and all actual and reasonable Expenses paid or
      incurred by Indemnitee in connection with any Claim made, instituted or
      conducted by Indemnitee for (a) indemnification or reimbursement or advance
      payment of Expenses by the Company under any provision of this Agreement, or
      under any other agreement or provision of the Constituent Documents now or
      hereafter in effect relating to Indemnifiable Claims, and/or (b) recovery under
      any directors’ and officers’ liability insurance policies maintained by the
      Company; provided,
      however,
      if it is
      ultimately determined that the Indemnitee is not entitled to such
      indemnification, reimbursement, advance or insurance recovery, as the case
      may
      be, then the Indemnitee shall be obligated to repay any such Expenses to the
      Company; provided
      further,
      that,
      regardless in each case of whether Indemnitee ultimately is determined to be
      entitled to such indemnification, reimbursement, advance or insurance recovery,
      as the case may be, Indemnitee shall return, without interest, any such advance
      of Expenses (or portion thereof) which remains unspent at the final disposition
      of the Claim to which the advance related.

     

    
      
         

      

      
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    5. Partial
      Indemnity.
      If
      Indemnitee is entitled under any provision of this Agreement to indemnification
      by the Company for some or a portion of any Indemnifiable Loss but not for
      all
      of the total amount thereof, the Company shall nevertheless indemnify Indemnitee
      for the portion thereof to which Indemnitee is entitled.

     

    6. Procedure
      for Notification.
      To
      obtain indemnification under this Agreement in respect of an Indemnifiable
      Claim
      or Indemnifiable Loss, Indemnitee shall submit to the Company a written request
      therefore, including a brief description (based upon information then available
      to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the
      time of the receipt of such request, the Company has directors’ and officers’
liability insurance in effect under which coverage for such Indemnifiable Claim
      or Indemnifiable Loss is potentially available, the Company shall give prompt
      written notice of such Indemnifiable Claim or Indemnifiable Loss to the
      applicable insurers in accordance with the procedures set forth in the
      applicable policies. The Company shall thereafter take all necessary or
      desirable action to cause such insurers to pay, on behalf of the Indemnitee,
      all
      Indemnifiable Claims and Indemnifiable Losses in accordance with the terms
      of
      such policies. The Company shall provide to Indemnitee a copy of such notice
      delivered to the applicable insurers, substantially concurrently with the
      delivery thereof by the Company. The failure by Indemnitee to timely notify
      the
      Company of any Indemnifiable Claim or Indemnifiable Loss shall not relieve
      the
      Company from any liability hereunder unless, and only to the extent that, the
      Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable
      Loss and to the extent that such failure results in forfeiture by the Company
      of
      substantial defenses, rights or insurance coverage.

     

    7. 
      Determination of Right to Indemnification.
      

     

    To
      the
      extent that Indemnitee shall have been successful on the merits or otherwise
      in
      defense of any Indemnifiable Claim or any portion thereof or in defense of
      any
      issue or matter therein, including, without limitation, dismissal without
      prejudice, Indemnitee shall be indemnified against all Indemnifiable Losses
      relating to, arising out of or resulting from such Indemnifiable Claim in
      accordance with Section 2 and no Standard of Conduct Determination (as defined
      in Section 7(b)) shall be required.

     

    To
      the
      extent that the provisions of Section 7(a) are inapplicable to an Indemnifiable
      Claim that shall have been finally disposed of, any determination of whether
      Indemnitee has satisfied the applicable Standard of Conduct (a “Standard
      of Conduct Determination”)
      shall
      be made as follows: (i) if a Change in Control shall not have occurred, or
      if a
      Change in Control shall have occurred but Indemnitee shall have requested that
      the Standard of Conduct Determination be made pursuant to this clause (i),
      (A)
      by a majority vote of the Disinterested Directors, even if less than a quorum
      of
      the Board, (B) if such Disinterested Directors so direct, by a majority vote
      of
      a committee of Disinterested Directors designated by a majority vote of all
      Disinterested Directors, or (C) if there are no such Disinterested Directors,
      or
      if a majority of the Disinterested Directors so direct, by Independent Counsel
      in a written opinion addressed to the Board, a copy of which shall be delivered
      to Indemnitee; and (ii) if a Change in Control shall have occurred and
      Indemnitee shall not have requested that the Standard of Conduct Determination
      be made pursuant to clause (i) above, by Independent Counsel in a written
      opinion addressed to the Board, a copy of which shall be delivered to
      Indemnitee.

     

    
      
         

      

      
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    If
      (i)
      Indemnitee shall be entitled to indemnification hereunder against any
      Indemnifiable Losses pursuant to Section 7(a), (ii) no determination of whether
      Indemnitee has satisfied any applicable standard of conduct under Delaware
      law
      is a legally required condition precedent to indemnification of Indemnitee
      hereunder against any Indemnifiable Losses, or (iii) Indemnitee has been
      determined or deemed pursuant to Section 7(b) to have satisfied the applicable
      Standard of Conduct, then the Company shall pay to Indemnitee, within five
      business days after the later of (x) the Notification Date in respect of the
      Indemnifiable Claim or portion thereof to which such Indemnifiable Losses are
      related, out of which such Indemnifiable Losses arose or from which such
      Indemnifiable Losses resulted, and (y) the earliest date on which the applicable
      criterion specified in clause (i), (ii) or (iii) above shall have been
      satisfied, an amount equal to the amount of such Indemnifiable Losses. Nothing
      herein is intended to mean or imply that the Company is intending to use Section
      145(f) of the Delaware General Corporation Law to dispense with a requirement
      that Indemnitee meet the applicable Standard of Conduct where it is otherwise
      required by such statute.

     

    If
      a
      Standard of Conduct Determination is required to be, but has not been, made
      by
      Independent Counsel pursuant to Section 7(b)(i), the Independent Counsel shall
      be selected by the Board or a committee of the Board, and the Company shall
      give
      written notice to Indemnitee advising him or her of the identity of the
      Independent Counsel so selected. If a Standard of Conduct Determination is
      required to be, or to have been, made by Independent Counsel pursuant to Section
      7(b)(ii), the Independent Counsel shall be selected by Indemnitee, and
      Indemnitee shall give written notice to the Company advising it of the identity
      of the Independent Counsel so selected. In either case, Indemnitee or the
      Company, as applicable, may, within five business days after receiving written
      notice of selection from the other, deliver to the other a written objection
      to
      such selection; provided,
      however,
      that
      such objection may be asserted only on the ground that the Independent Counsel
      so selected does not satisfy the criteria set forth in the definition of
“Independent Counsel” in Section 1(h), and the objection shall set forth with
      particularity the factual basis of such assertion. Absent a proper and timely
      objection, the Person so selected shall act as Independent Counsel. If such
      written objection is properly and timely made and substantiated, (i) the
      Independent Counsel so selected may not serve as Independent Counsel unless
      and
      until such objection is withdrawn or a court has determined that such objection
      is without merit and (ii) the non-objecting party may, at its option, select
      an
      alternative Independent Counsel and give written notice to the other party
      advising such other party of the identity of the alternative Independent Counsel
      so selected, in which case the provisions of the two immediately preceding
      sentences and clause (i) of this sentence shall apply to such subsequent
      selection and notice. If applicable, the provisions of clause (ii) of the
      immediately preceding sentence shall apply to successive alternative selections.
      If no Independent Counsel that is permitted under the foregoing provisions
      of
      this Section 7(d) to make the Standard of Conduct Determination shall have
      been
      selected within 30 calendar days after the Company gives its initial notice
      pursuant to the first sentence of this Section 7(d) or Indemnitee gives its
      initial notice pursuant to the second sentence of this Section 7(d), as the
      case
      may be, either the Company or Indemnitee may petition the Court of Chancery
      of
      the State of Delaware for resolution of any objection which shall have been
      made
      by the Company or Indemnitee to the other’s selection of Independent Counsel
      and/or for the appointment as Independent Counsel of a person or firm selected
      by the Court or by such other person as the Court shall designate, and the
      person or firm with respect to whom all objections are so resolved or the person
      or firm so appointed will act as Independent Counsel. In all events, the Company
      shall pay all of the actual and reasonable fees and expenses of the Independent
      Counsel incurred in connection with the Independent Counsel’s determination
      pursuant to Section 7(b).

     

    
      
         

      

      
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    8. Cooperation.
      Indemnitee shall cooperate with reasonable requests of the Company in connection
      with any Indemnifiable Claim and any individual or firm making such Standard
      of
      Conduct Determination, including providing to such Person documentation or
      information which is not privileged or otherwise protected from disclosure
      and
      which is reasonably available to Indemnitee and reasonably necessary to defend
      the Indemnifiable Claim or make any Standard of Conduct Determination without
      incurring any unreimbursed cost in connection therewith. The Company shall
      indemnify and hold harmless Indemnitee against and, if requested by Indemnitee,
      shall reimburse Indemnitee for, or advance to Indemnitee, within five business
      days of such request accompanied by supporting documentation for specific costs
      and expenses to be reimbursed or advanced, any and all costs and expenses
      (including attorneys’ and experts’ fees and expenses) actually and reasonably
      incurred by Indemnitee in so cooperating with the Person defending the
      Indemnifiable Claim or making such Standard of Conduct Determination.


     

    9. Presumption
      of Entitlement.
      Notwithstanding any other provision hereof, in making any Standard of Conduct
      Determination, the Person making such determination shall presume that
      Indemnitee has satisfied the applicable Standard of Conduct.

     

    10. No
      Other Presumption.
      For
      purposes of this Agreement, the termination of any Claim by judgment, order,
      settlement (whether with or without court approval) or conviction, or upon
      a
      plea of nolo contendere or its equivalent, will not create a presumption that
      Indemnitee did not meet any applicable Standard of Conduct or that
      indemnification hereunder is otherwise not permitted.

     

    11. Non-Exclusivity.
      The
      rights of Indemnitee hereunder will be in addition to any other rights
      Indemnitee may have under the Constituent Documents, or the substantive laws
      of
      the Company’s jurisdiction of incorporation, any other contract or otherwise
      (collectively, “Other
      Indemnity Provisions”);
      provided,
      however,
      that (a)
      to the extent that Indemnitee otherwise would have any greater right to
      indemnification under any Other Indemnity Provision, Indemnitee will without
      further action be deemed to have such greater right hereunder, and (b) to the
      extent that any change is made to any Other Indemnity Provision which permits
      any greater right to indemnification than that provided under this Agreement
      as
      of the date hereof, Indemnitee will be deemed to have such greater right
      hereunder. The Company may not, without the consent of Indemnitee, adopt any
      amendment to any of the Constituent Documents the effect of which would be
      to
      deny, diminish or encumber Indemnitee’s right to indemnification under this
      Agreement.

     

    12.  Liability
      Insurance and Funding.
      For the
      duration of Indemnitee’s service as a director and/or officer of the Company and
      for a reasonable period of time thereafter, which such period shall be
      determined by the Company in its sole discretion, the Company shall use
      commercially reasonable efforts (taking into account the scope and amount of
      coverage available relative to the cost thereof) to cause to be maintained
      in
      effect policies of directors’ and officers’ liability insurance providing
      coverage for directors and/or officers of the Company, and, if applicable,
      that
      is substantially comparable in scope and amount to that provided by the
      Company’s current policies of directors’ and officers’ liability insurance. Upon
      reasonable request, the Company shall provide Indemnitee or his or her counsel
      with a copy of all directors’ and officers’ liability insurance applications,
      binders, policies, declarations, endorsements and other related materials.
      In
      all policies of directors’ and officers’ liability insurance obtained by the
      Company, Indemnitee shall be named as an insured in such a manner as to provide
      Indemnitee the same rights and benefits, subject to the same limitations, as
      are
      accorded to the Company’s directors and officers most favorably insured by such
      policy. Notwithstanding the foregoing, (i) the Company may, but shall not be
      required to, create a trust fund, grant a security interest or use other means,
      including, without limitation, a letter of credit, to ensure the payment of
      such
      amounts as may be necessary to satisfy its obligations to indemnify and advance
      expenses pursuant to this Agreement and (ii) in renewing or seeking to renew
      any
      insurance hereunder, the Company will not be required to expend more than 2.0
      times the premium amount of the immediately preceding policy period (equitably
      adjusted if necessary to reflect differences in policy periods).

     

    
      
         

      

      
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    13. Subrogation.
      In the
      event of payment under this Agreement, the Company shall be subrogated to the
      extent of such payment to all of the related rights of recovery of Indemnitee
      against other Persons (other than Indemnitee’s successors), including any entity
      or enterprise referred to in clause (i) of the definition of “Indemnifiable
      Claim” in Section 1(f). Indemnitee shall execute all papers reasonably required
      to evidence such rights (all of Indemnitee’s reasonable Expenses, including
      attorneys’ fees and charges, related thereto to be reimbursed by or, at the
      option of Indemnitee, advanced by the Company).

     

    14. No
      Duplication of Payments.
      The
      Company shall not be liable under this Agreement to make any payment to
      Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee
      has
      otherwise already actually received payment (net of Expenses incurred in
      connection therewith) under any insurance policy, the Constituent Documents
      and
      Other Indemnity Provisions or otherwise (including from any entity or enterprise
      referred to in clause (i) of the definition of “Indemnifiable Claim” in Section
      1(f)) in respect of such Indemnifiable Losses otherwise indemnifiable
      hereunder.

     

    15.  Defense
      of Claims.
      Subject
      to the provisions of applicable policies of directors’ and officers’ liability
      insurance, if any, the Company shall be entitled to participate in the defense
      of any Indemnifiable Claim or to assume or lead the defense thereof with counsel
      reasonably satisfactory to the Indemnitee; provided
      that if
      Indemnitee determines, after consultation with counsel selected by Indemnitee,
      that (a) the use of counsel chosen by the Company to represent Indemnitee would
      present such counsel with an actual or potential conflict, (b) the named parties
      in any such Indemnifiable Claim (including any impleaded parties) include both
      the Company and Indemnitee and Indemnitee shall conclude that there may be
      one
      or more legal defenses available to him or her that are different from or in
      addition to those available to the Company, (c) any such representation by
      such
      counsel would be precluded under the applicable standards of professional
      conduct then prevailing, or (d) Indemnitee has interests in the claim or
      underlying subject matter that are different from or in addition to those of
      other Persons against whom the Claim has been made or might reasonably be
      expected to be made, then Indemnitee shall be entitled to retain separate
      counsel (but not more than one law firm plus, if applicable, local counsel
      in
      respect of any particular Indemnifiable Claim for all indemnitees in
      Indemnitee’s circumstances) at the Company’s expense. The Company shall not be
      liable to Indemnitee under this Agreement for any amounts paid in settlement
      of
      any threatened or pending Indemnifiable Claim effected without the Company’s
      prior written consent. The Company shall not, without the prior written consent
      of the Indemnitee, effect any settlement of any threatened or pending
      Indemnifiable Claim which the Indemnitee is or could have been a party unless
      such settlement solely involves the payment of money and includes a complete
      and
      unconditional release of the Indemnitee from all liability on any claims that
      are the subject matter of such Indemnifiable Claim. Neither the Company nor
      Indemnitee shall unreasonably withhold its consent to any proposed settlement;
      provided
      that
      Indemnitee may withhold consent to any settlement that does not provide a
      complete and unconditional release of Indemnitee.

     

    
      
         

      

      
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    16. Mutual
      Acknowledgment. Both
      the
      Company and the Indemnitee acknowledge that in certain instances, Federal law
      or
      applicable public policy may prohibit the Company from indemnifying its
      directors and officers under this Agreement or otherwise. Indemnitee understands
      and acknowledges that the Company may be required in the future to undertake
      to
      the Securities and Exchange Commission to submit the question of indemnification
      to a court in certain circumstances for a determination of the Company’s right
      under public policy to indemnify Indemnitee and, in that event, the Indemnitee’s
      rights and the Company’s obligations hereunder shall be subject to that
      determination.

     

    17. Successors
      and Binding Agreement.

     

    This
      Agreement shall be binding upon and inure to the benefit of the Company and
      any
      successor to the Company, including, without limitation, any Person acquiring
      directly or indirectly all or substantially all of the business or assets of
      the
      Company whether by purchase, merger, consolidation, reorganization or otherwise
      (and such successor will thereafter be deemed the “Company” for purposes of this
      Agreement), but shall not otherwise be assignable or delegatable by the
      Company.

     

    This
      Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s
      personal or legal representatives, executors, administrators, heirs,
      distributees, legatees and other successors. 

     

    This
      Agreement is personal in nature and neither of the parties hereto shall, without
      the consent of the other, assign or delegate this Agreement or any rights or
      obligations hereunder except as expressly provided in Sections 17(a) and 17(b).
      Without limiting the generality or effect of the foregoing, Indemnitee’s right
      to receive payments hereunder shall not be assignable, whether by pledge,
      creation of a security interest or otherwise, other than by a transfer by the
      Indemnitee’s will or by the laws of descent and distribution, and, in the event
      of any attempted assignment or transfer contrary to this Section 17(c), the
      Company shall have no liability to pay any amount so attempted to be assigned
      or
      transferred.

     

    18. Notices.
      For all
      purposes of this Agreement, all communications, including without limitation
      notices, consents, requests or approvals, required or permitted to be given
      hereunder must be in writing and shall be deemed to have been duly given when
      hand delivered or dispatched by electronic facsimile transmission (with receipt
      thereof orally confirmed), or one business day after having been sent for
      next-day delivery by a nationally recognized overnight courier service,
      addressed to the Company (to the attention of the Secretary of the Company)
      and
      to Indemnitee at the applicable address shown on the signature page hereto,
      or
      to such other address as any party may have furnished to the other in writing
      and in accordance herewith, except that notices of changes of address will
      be
      effective only upon receipt.

     

    
      
         

      

      
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    19. Governing
      Law. The
      validity, interpretation, construction and performance of this Agreement shall
      be governed by and construed in accordance with the substantive laws of the
      State of Delaware, without giving effect to the principles of conflict of laws
      of such State. The Company and Indemnitee each hereby irrevocably consent to
      the
      jurisdiction of the Chancery Court of the State of Delaware for all purposes
      in
      connection with any action or proceeding which arises out of or relates to
      this
      Agreement, waive all procedural objections to suit in that jurisdiction,
      including, without limitation, objections as to venue or inconvenience, agree
      that service in any such action may be made by notice given in accordance with
      Section 18 and also agree that any action instituted under this Agreement shall
      be brought only in the Chancery Court of the State of Delaware.

     

    20.  Validity.
      If any
      provision of this Agreement or the application of any provision hereof to any
      Person or circumstance is held invalid, unenforceable or otherwise illegal,
      the
      remainder of this Agreement and the application of such provision to any other
      Person or circumstance shall not be affected, and the provision so held to
      be
      invalid, unenforceable or otherwise illegal shall be reformed to the extent,
      and
      only to the extent, necessary to make it enforceable, valid or legal. In the
      event that any court or other adjudicative body shall decline to reform any
      provision of this Agreement held to be invalid, unenforceable or otherwise
      illegal as contemplated by the immediately preceding sentence, the parties
      thereto shall take all such action as may be necessary or appropriate to replace
      the provision so held to be invalid, unenforceable or otherwise illegal with
      one
      or more alternative provisions that effectuate the purpose and intent of the
      original provisions of this Agreement as fully as possible without being
      invalid, unenforceable or otherwise illegal.

     

    21. Miscellaneous.
      No
      provision of this Agreement may be waived, modified or discharged unless such
      waiver, modification or discharge is agreed to in writing signed by Indemnitee
      and the Company. No waiver by either party hereto at any time of any breach
      by
      the other party hereto or compliance with any condition or provision of this
      Agreement to be performed by such other party shall be deemed a waiver of
      similar or dissimilar provisions or conditions at the same or at any prior
      or
      subsequent time. No agreements or representations, oral or otherwise, expressed
      or implied with respect to the subject matter hereof have been made by either
      party that are not set forth expressly in this Agreement.

     

    22. Certain
      Interpretive Matters.
      Unless
      the context of this Agreement otherwise requires, (1) “it” or “its” or words of
      any gender include each other gender, (2) words using the singular or plural
      number also include the plural or singular number, respectively, (3) the terms
      “hereof,” “herein,” “hereby” and derivative or similar words refer to this
      entire Agreement, (4) the terms “Article,” “Section,” “Annex” or “Exhibit” refer
      to the specified Article, Section, Annex or Exhibit of or to this Agreement,
      (5)
      the terms “include,” “includes” and “including” will be deemed to be followed by
      the words “without limitation” (whether or not so expressed), and (6) the word
“or” is disjunctive but not exclusive. Whenever this Agreement refers to a
      number of days, such number will refer to calendar days unless business days
      are
      specified and whenever action must be taken (including the giving of notice
      or
      the delivery of documents) under this Agreement during a certain period of
      time
      or by a particular date that ends or occurs on a non-business day, then such
      period or date will be extended until the immediately following business day.
      As
      used herein, “business
      day”
      means
      any day other than Saturday, Sunday or a United States federal
      holiday.

     

    
      
         

      

      
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    23. Entire
      Agreement.
      This
      Agreement constitutes the entire agreement and supersedes all prior agreements
      and understandings, both written and oral, between the parties hereto with
      respect to the subject matter of this Agreement. Any prior agreements or
      understandings between the parties hereto with respect to indemnification are
      hereby terminated and of no further force or effect. This Agreement is not
      the
      exclusive means of securing indemnification rights of Indemnitee and is in
      addition to any rights Indemnitee may have under any Constituent
      Documents.

     

    24.  Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which will be
      deemed to be an original but all of which together shall constitute one and
      the
      same agreement.

     

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    IN
      WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly
      authorized representative to execute this Agreement as of the date first above
      written.

    
      	 	 	 
	 	
              MSTI
                HOLDINGS, INC.

            
	 
 	 
 	 
 
	
            	By:  	 
	 	
              

              Name:
                Frank T. Matarazzo

              Title:
                Chief Executive Officer

            


    

     

    
      	 	 	 
	 	
              MSTI
                HOLDINGS, INC.

            
	 	 
	 	INDEMNITEE:
	 	 
	 	
              

              Name:

            
	 	
              Address: 

              
                

              

               

              
                

              

               
                
                

              


            
	
            	        
                 	 


    

    
      Signature
        Page to Director and Officer Indemnification
        Agreement

    

     

    
      
         

      

      
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