ADDENDUM
      TO REGISTRATION RIGHTS AGREEMENT

     

    Reference
      is made to that certain Registration Rights Agreement, dated as of May _, 2007
      (the “Registration
      Rights Agreement”),
      among
      MSTI Holdings, Inc., a Delaware corporation (the “Company”),
      and
      each of purchaser (each a “Purchaser”
and
      collectively, the “Purchasers”)
      of
      Units (as defined in the Company’s Confidential Private Placement Memorandum
      (the “PPM”)
      dated
      May 7, 2007, as supplemented to date). The Company hereby provides the following
      Addendum (this “Addendum”)
      to the
      Registration Rights Agreement for the benefit of each Purchaser. Capitalized
      terms used herein but not otherwise defined shall have the meanings ascribed
      to
      them in the Registration Rights Agreement or the PPM.

     

    The
      Company hereby covenants and agrees that notwithstanding anything to the
      contrary contained in the Registration Rights Agreement, the Registration Rights
      Agreement shall be, without any further action by the Purchasers or the Company,
      amended such that the Purchasers shall receive the benefit of any more favorable
      terms contained in that certain Registration Rights Agreement, dated as of
      May
      __, 2007, by and among the Company and the purchasers of the Company’s 8%
      Secured Convertible Debentures due April 30, 2010, provided the Purchasers
      shall
      also agree to any further terms or conditions of such more favorable terms
      as a
      condition thereof. For the absence of doubt, the Registration Rights Agreement
      shall provide the following further terms and provisions:

     

    1. The
      definition of “Effectiveness
      Date”
is
      hereby deleted and replaced with the following:

     

    “Effectiveness
      Date”
means,
      with respect to the registration statement required to be filed hereunder,
      the
      120th calendar day following the date hereof; provided, however, that in the
      event the Company is notified by the Commission that the registration statement
      will not be reviewed or is no longer subject to further review and comments,
      the
      Effectiveness Date shall be the fifth Trading Day following the date on which
      the Company is so notified if such date precedes the dates otherwise required
      above. 

     

    2. The
      definition of “Filing
      Date”
is
      hereby deleted and replaced with the following:

     

    “Filing
      Date”
means,
      with respect to the initial registration statement required hereunder, the
      60th
      calendar day following the date hereof and, with respect to any additional
      registration statements which may be required, the earliest practical date
      on
      which the Company is permitted by the Commission to file such additional
      registration statement related to the Registrable Securities.

     

    3. The
      definition of “Registrable
      Securities”
is
      hereby deleted and replaced with the following: 

     

    “Registrable
      Securities”
      means (i)
      all
      of the shares of Common Stock issuable upon purchase of the Units, (ii) all
      shares of Common Stock issuable upon exercise of the Warrants issued to a
      purchaser of Units, (iii) any additional shares of Common Stock issuable in
      connection with any anti-dilution provisions in the Addendum of Subscription
      Agreement dated May __, 2007 or the Warrants (in each case, without giving
      effect to any limitations on conversion set forth in the Warrants or limitations
      on exercise set forth in the Warrants), and (iv) any securities issued or
      issuable upon any stock split, dividend or other distribution, recapitalization
      or similar event with respect to the foregoing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. The
      liquidated damages provision set forth in Section 1.2(b) of the Registration
      Rights Agreement is hereby deleted and replaced with the following:


     

    Except
      in
      accordance with Section 1.9, if: (i) the registration statement is not filed
      on
      or prior to the Filing Date, or (ii) the Company fails to file with the
      Commission a request for acceleration of the registration statement in
      accordance with Rule 461 promulgated by the Commission pursuant to the
      Securities Act, within five Trading Days of the date that the Company is
      notified (orally or in writing, whichever is earlier) by the Commission that
      such Registration Statement will not be “reviewed” or will not be subject to
      further review, or (iii) prior to the effective date of the registration
      statement, the Company fails to file a pre-effective amendment and otherwise
      respond in writing to comments made by the Commission in respect of such
      registration statement within 10 Trading Days after the receipt of comments
      by
      or notice from the Commission that such amendment is required in order for
      the
      registration statement to be declared effective, or (iv) as to, in the aggregate
      among all Purchasers on a pro-rata basis based on their purchase of the
      Registrable Securities pursuant to the Subscription Agreements, the registration
      statement registering for resale all of the Registrable Securities is not
      declared effective by the Commission by the Effectiveness Date, or (v) all
      of
      the Registrable Securities are not registered for resale pursuant to one or
      more
      effective registration statements on or before May ___, 2008, or (vi) after
      the
      effective date of the registration statement, the registration statement ceases
      for any reason to remain continuously effective as to all Registrable Securities
      included in the registration statement, or the Purchasers are otherwise not
      permitted to utilize the prospectus therein to resell such Registrable
      Securities, for more than 10 consecutive calendar days or more than an aggregate
      of 15 calendar days (which need not be consecutive calendar days) during any
      12-month period (any such failure or breach being referred to as an
“Event”,
      and
      for purposes of clause (i), (iv) and (v) the date on which such Event occurs,
      and for purpose of clause (ii) the date on which such five Trading Day period
      is
      exceeded, and for purpose of clause (iii) the date which such 10 Trading Day
      period is exceeded, and for purpose of clause (vi) the date on which such 10
      or
      15 calendar day period, as applicable, is exceeded being referred to as
“Event
      Date”),
      then,
      in addition to any other rights the Purchasers may have hereunder or under
      applicable law, on each such Event Date and on each monthly anniversary of
      each
      such Event Date (if the applicable Event shall not have been cured by such
      date)
      until the applicable Event is cured, the Company shall pay to each Purchaser
      an
      amount in cash, as partial liquidated damages and not as a penalty, equal to
      1.0% of the aggregate purchase price paid by such Purchaser pursuant to the
      Subscription Agreements for any unregistered Registrable Securities then held
      by
      such Purchaser. If the Company fails to pay any partial liquidated damages
      pursuant to this Section in full within seven days after the date payable,
      the
      Company will pay interest thereon at a rate of 18% per annum (or such lesser
      maximum amount that is permitted to be paid by applicable law) to the
      Purchasers, accruing daily from the date such partial liquidated damages are
      due
      until such amounts, plus all such interest thereon, are paid in full. The
      partial liquidated damages pursuant to the terms hereof shall apply on a daily
      pro rata basis for any portion of a month prior to the cure of an
      Event.

     

    
      
        
        

      

      
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    5. The
      following provision is hereby incorporated into the Registration Rights
      Agreement:

     

    Not
      less
      than five Trading Days prior to the filing of the registration statement and
      not
      less than one Trading Day prior to the filing of the related prospectus or
      any
      amendment or supplement thereto (including any document that would be
      incorporated or deemed to be incorporated therein by reference), the Company
      shall (i) furnish to each Purchaser copies of all such documents proposed to
      be
      filed, which documents (other than those incorporated or deemed to be
      incorporated by reference) will be subject to the review of the Purchasers
      and
      (ii) cause its officers and directors, counsel and independent certified public
      accountants to respond to such inquiries as shall be necessary, in the
      reasonable opinion of respective counsel to each Purchaser, to conduct a
      reasonable investigation within the meaning of the Securities Act. The Company
      shall not file the registration statement or any such prospectus or any
      amendments or supplements thereto to which all of the Purchasers shall
      reasonably object in good faith, provided that the Company is notified of such
      objection in writing no later than 5 Trading Days after the Purchasers have
      been
      so furnished copies of the registration statement or 1 Trading Day after the
      Purchasers have been so furnished copies of any related prospectus or amendments
      or supplements thereto.

     

    In
      the
      event of the occurrence or existence of any pending corporate development with
      respect to the Company that the Company believes may be material and that,
      in
      the determination of the Company, makes it not in the best interest of the
      Company to allow continued availability of the registration statement or any
      prospectus, and the Company is required to provide such development or
      information to any Purchaser, it shall do so provided that any and all of such
      information shall remain confidential to each recipient thereof until such
      information otherwise becomes public, unless disclosure by such person is
      required by law; provided, further, that notwithstanding each agreement to
      keep
      such information confidential, the Purchasers make no acknowledgement that
      any
      such information is material, non-public information.

     

    
      
        
        

      

      
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    6. The
      following provision is hereby incorporated into the Registration Rights
      Agreement:

     

    If
      during
      the Effectiveness Period, the number of Registrable Securities at any time
      exceeds 100% of the number of shares of Common Stock then registered in the
      registration statement, then the Company shall file as soon as reasonably
      practicable, but in any case prior to the applicable Filing Date, an additional
      registration statement covering the resale by the Purchasers of not less than
      the number of such Registrable Securities.

     

    7. The
      following provision is hereby incorporated into the Registration Rights
      Agreement:

     

    If,
      at
      any time during the Effectiveness Period, there is not an effective registration
      statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the Commission a registration statement
      relating to an offering for its own account or the account of others under
      the
      Securities Act of any of its equity securities, other than on Form S-4 or Form
      S-8 (each as promulgated under the Securities Act) or their then equivalents
      relating to equity securities to be issued solely in connection with any
      acquisition of any entity or business or equity securities issuable in
      connection with the Company’s stock option or other employee benefit plans, then
      the Company shall deliver to each Purchaser a written notice of such
      determination and, if within fifteen days after the date of the delivery of
      such
      notice, any such Purchaser shall so request in writing, the Company shall
      include in such registration statement all or any part of such Registrable
      Securities such Purchaser requests to be registered; provided, however, that
      the
      Company shall not be required to register any Registrable Securities that are
      eligible for resale pursuant to Rule 144(k) promulgated by the Commission
      pursuant to the Securities Act or that are the subject of a then effective
      registration statement.

     

    
      
        
        

      

      
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    8. In
      addition to the terms defined elsewhere in this Addendum, the following terms
      shall have the meanings set forth in this Paragraph 8:

     

    (a) “Trading
      Day”
means
      a
      day on which the Common Stock is traded on the following markets or exchanges
      on
      which the Common Stock is listed or quoted for trading: the American Stock
      Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global
      Select Market, the New York Stock Exchange or the OTC Bulletin
      Board.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Company has executed this Addendum as of the __ day of
      May
      2007.

     

    
      	 	 	 
	 	
              MSTI
                HOLDINGS, INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                Frank Matarazzo

              
                Title:
                  Chief Executive Officer