MSTI
      HOLDINGS, INC.

    2007
      EQUITY COMPENSATION PLAN

    


    FORM
      OF

    INCENTIVE
      STOCK OPTION AGREEMENT


    


    This
      INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the
    
      day of
            ,
      20  
      (the
“Grant Date”), is between MSTI Holdings, Inc., a Delaware corporation (the
“Company”), and                    
      (the
“Optionee”), a key employee of the Company or of a “Related Corporation,” as
      defined in the MSTI Holdings, Inc. 2007 Equity Compensation Plan (the
“Plan”).

    


    WHEREAS,
      the Company desires to give the Optionee the opportunity to purchase shares
      of
      common stock of the Company, par value $0. 001 (“Common Shares”) in accordance
      with the provisions of the Plan, a copy of which is attached
      hereto;

    


    NOW
      THEREFORE, in consideration of the mutual covenants hereinafter set forth and
      for other good and valuable consideration, the parties hereto, intending to
      be
      legally bound hereby, agree as follows:

    


    1. Grant
      of Option.
      The
      Company hereby grants to the Optionee the right and option (the “Option”) to
      purchase all or any part of an aggregate of         
      Common
      Shares. The Option is in all respects limited and conditioned as hereinafter
      provided, and is subject in all respects to the terms and conditions of the
      Plan
      now in effect and as it may be amended from time to time (but only to the extent
      that such amendments apply to outstanding options). Such terms and conditions
      are incorporated herein by reference, made a part hereof, and shall control
      in
      the event of any conflict with any other terms of this Option Agreement. The
      Option granted hereunder is intended to be an incentive stock option (“ISO”)
      meeting the requirements of the Plan and section 422 of the Internal Revenue
      Code of 1986, as amended (the “Code”), and not
      a
      nonqualified stock option (“NQSO”). 

    


    2. Exercise
      Price.
      The
      exercise price of the Common Shares covered by this Option shall be
      $         
      per
      share. It is the determination of the committee administering the Plan (the
      “Committee”) that on the Grant Date the exercise price was not less than the
      greater of (i) 100% (110% for an Optionee who owns more than 10% of the total
      combined voting power of all shares of stock of the Company or of a Related
      Corporation - a “More-Than-10% Owner”) of the “Fair Market Value” (as defined in
      the Plan) of a Common Share, or (ii) the par value of a Common
      Share.

    


    3. Term.
      Unless
      earlier terminated pursuant to any provision of the Plan or of this Option
      Agreement, this Option shall expire on           
      __,
      20  
      (the
“Expiration Date”), which date is not more than 10 years (five years in the case
      of a More-Than-10% Owner) from the Grant Date. This Option shall not be
      exercisable on or after the Expiration Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4. Exercise
      of Option.
      The
      Optionee shall have the right to purchase from the Company, on and after the
      following dates, the following number of Common Shares, provided the Optionee
      has not terminated his or her service as of the applicable vesting
      date:

    

      
        	
                Date
                  Installment Becomes

              	 	 
	
                Exercisable

              	 	
                Number
                  of Common Shares

              
	 	 	 
	
                ________________________

              	 	
                _____
                  Shares

              
	
                ________________________

              	 	
                an
                  additional _____ Shares

              
	
                ________________________

              	 	
                an
                  additional _____ Shares

              
	
                ________________________

              	 	
                an
                  additional _____ Shares

              


      

    

    


    The
      Committee may accelerate any exercise date of the Option, in its discretion,
      if
      it deems such acceleration to be desirable. Once the Option becomes exercisable,
      it will remain exercisable until it is exercised or until it
      terminates.

    


    5. Method
      of Exercising Option.
      Subject
      to the terms and conditions of this Option Agreement and the Plan, the Option
      may be exercised by written notice to the Company at its principal office,
      which
      is presently located at 259-263 Goffle Road, Hawthorne, New Jersey, 07506.
      The
      form of such notice is attached hereto and shall state the election to exercise
      the Option and the number of whole shares with respect to which it is being
      exercised; shall be signed by the person or persons so exercising the Option;
      and shall be accompanied by payment of the full exercise price of such shares.
      Only full shares will be issued. 

    


    [The
      Committee should select which of the following methods of payment
      will be permitted:]

    


    The
      exercise price shall be paid to the Company - 

    


    (a) in
      cash,
      or by certified check, bank draft, or postal or express money
      order;

    


    (b) through
      the delivery of Common Shares previously acquired by the Optionee;

    


    (c) by
      delivering a properly executed notice of exercise of the Option to the Company
      and a broker, with irrevocable instructions to the broker promptly to deliver
      to
      the Company the amount necessary to pay the exercise price of the
      Option;

    


    (d) in
      Common
      Shares newly acquired by the Optionee upon exercise of the Option (which shall
      constitute a disqualifying disposition with respect to this ISO);

    


    (e) in
      any
      combination of (a), (b), (c), or (d) above.

     

    
      
        
        

      

      
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    [In
      the
      event the exercise price is paid, in whole or in part, with Common Shares,
      the
      portion of the exercise price so paid shall be equal to the Fair Market Value
      of
      the Common Shares surrendered on the date of exercise.]

    


    Upon
      receipt of notice of exercise and payment, the Company shall deliver a
      certificate or certificates representing the Common Shares with respect to
      which
      the Option is so exercised. The Optionee shall obtain the rights of a
      shareholder upon receipt of a certificate(s) representing such Common
      Shares.

    


    Such
      certificate(s) shall be registered in the name of the person so exercising
      the
      Option (or, if the Option is exercised by the Optionee and if the Optionee
      so
      requests in the notice exercising the Option, shall be registered in the name
      of
      the Optionee and the Optionee’s spouse, jointly, with right of survivorship),
      and shall be delivered as provided above to, or upon the written order of,
      the
      person exercising the Option. In the event the Option is exercised by any person
      after the death or disability (as determined in accordance with Section 22(e)(3)
      of the Code) of the Optionee, the notice shall be accompanied by appropriate
      proof of the right of such person to exercise the Option. All Common Shares
      that
      are purchased upon exercise of the Option as provided herein shall be fully
      paid
      and non-assessable.

    


    Upon
      exercise of the Option, Optionee shall be responsible for all employment and
      income taxes then or thereafter due (whether Federal, State or local), and
      if
      the Optionee does not remit to the Company sufficient cash (or, with the consent
      of the Committee, Common Shares to satisfy all applicable withholding
      requirements, the Company shall be entitled to satisfy any withholding
      requirements for any such tax by disposing of Common Shares at exercise,
      withholding cash from Optionee’s salary or other compensation or such other
      means as the Committee considers appropriate to the fullest extent permitted
      by
      applicable law. Nothing in the preceding sentence shall impair or limit the
      Company’s rights with respect to satisfying withholding obligations under
      Section 10 of the Plan.

    


    6. Non-Transferability
      of Option.
      This
      Option is not assignable or transferable, in whole or in part, by the Optionee
      other than by will or by the laws of descent and distribution. During the
      lifetime of the Optionee, the Option shall be exercisable only by the Optionee
      or, in the event of his or her disability, by his or her guardian or legal
      representative.

    


    7. Termination
      of Employment.
      If the
      Optionee’s employment with the Company and all Related Corporations is
      terminated for any reason (other than death or disability) prior to the
      Expiration Date, this Option may be exercised, to the extent of the number
      of
      Common Shares with respect to which the Optionee could have exercised it on
      the
      date of such termination of employment by the Optionee at any time prior to
      the
      earlier of (i) the Expiration Date, or (ii) three months after such termination
      of employment. Any part of the Option that was not exercisable immediately
      before the Optionee’s termination of employment shall terminate at that
      time.

    


    8. Disability.
      If the
      Optionee becomes disabled (as determined in accordance with section 22(e)(3)
      of
      the Code) during his or her employment and, prior to the Expiration Date, the
      Optionee’s employment is terminated as a consequence of such disability, this
      Option may be exercised, to the extent of the number of Common Shares with
      respect to which the Optionee could have exercised it on the date of such
      termination of employment by the Optionee or by the Optionee’s legal
      representative at any time prior to the earlier of (i) the Expiration Date
      or
      (ii) one year after such termination of employment. Any part of the Option
      that
      was not exercisable immediately before the Optionee’s termination of employment
      shall terminate at that time. 

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    9. Death.
      If the
      Optionee dies during his or her employment and prior to the Expiration Date,
      or
      if the Optionee’s employment is terminated for any reason (as described in
      Paragraphs 7 and 8) and the Optionee dies following his or her termination
      of employment but prior to the earliest of (i) the Expiration Date, or (ii)
      the
      expiration of the period determined under Paragraph 7 or 8 (as applicable
      to the Optionee) this Option may be exercised, to the extent of the number
      of
      Common Shares with respect to which the Optionee could have exercised it on
      the
      date of his or her death by the Optionee’s estate, personal representative or
      beneficiary who acquired the right to exercise this Option by bequest or
      inheritance or by reason of the Optionee’s death, at any time prior to the
      earlier of (i) the Expiration Date or (ii) one year after the date of the
      Optionee’s death. Any part of the Option that was not exercisable immediately
      before the Optionee’s death shall terminate at that time. 

    


    10. Disqualifying
      Disposition of Option Shares.
      The
      Optionee agrees to give written notice to the Company, at its principal office,
      if a “disposition” of the Common Shares acquired through exercise of the Option
      granted hereunder occurs at any time within two years after the Grant Date
      or
      within one year after the transfer to the Optionee of such shares. Optionee
      acknowledges that if such disposition occurs, the Optionee generally will
      recognize ordinary income as of the date the Option was exercised in an amount
      equal to the lesser of (i) the Fair Market Value of the Common Shares on the
      date of exercise minus the exercise price, or (ii) the amount realized on
      disposition of such shares minus the exercise price. If requested by the Company
      at the time of and in the case of any such disposition, Optionee shall pay
      to
      the Company an amount sufficient to satisfy the Company’s federal, state and
      local withholding tax obligations with respect to such disposition. The
      provisions of this Section 10 shall apply, whether or not the Optionee is in
      the
      employ of the Company at the time of the relevant disposition. For purposes
      of
      this Paragraph, the term “disposition” shall have the meaning assigned to such
      term by section 424(c) of the Code.

    


    11. Securities
      Matters.
      (a) If,
      at any time, counsel to the Company shall determine that the listing,
      registration or qualification of the Common Shares subject to the Option upon
      any securities exchange or under any state or federal law, or the consent or
      approval of any governmental or regulatory body, or that the disclosure of
      non-public information or the satisfaction of any other condition is necessary
      as a condition of, or in connection with, the issuance or purchase of Common
      Shares hereunder, such Option may not be exercised, in whole or in part, unless
      such listing, registration, qualification, consent or approval, or satisfaction
      of such condition shall have been effected or obtained on conditions acceptable
      to the Board of Directors. The Company shall be under no obligation to apply
      for
      or to obtain such listing, registration or qualification, or to satisfy such
      condition. The Committee shall inform the Optionee in writing of any decision
      to
      defer or prohibit the exercise of an Option. During the period that the
      effectiveness of the exercise of an Option has been deferred or prohibited,
      the
      Optionee may, by written notice, withdraw the Optionee’s decision to exercise
      and obtain a refund of any amount paid with respect thereto.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    


    (b) The
      Company may require: (i) the Optionee (or any other person exercising the Option
      in the case of the Optionee’s death or Disability) as a condition of exercising
      the Option, to give written assurances, in substance and form satisfactory
      to
      the Company, to the effect that such person is acquiring the Common Shares
      subject to the Option for his or her own account for investment and not with
      any
      present intention of selling or otherwise distributing the same, and to make
      such other representations or covenants; and (ii) that any certificates for
      Common Shares delivered in connection with the exercise of the Option bear
      such
      legends, in each case as the Company deems necessary or appropriate, in order
      to
      comply with federal and applicable state securities laws, to comply with
      covenants or representations made by the Company in connection with any public
      offering of its Common Shares or otherwise. The Optionee specifically
      understands and agrees that the Common Shares, if and when issued upon exercise
      of the Option, may be “restricted securities,” as that term is defined in Rule
      144 under the Securities Act of 1933 and, accordingly, the Optionee may be
      required to hold the shares indefinitely unless they are registered under such
      Securities Act of 1933, as amended, or an exemption from such registration
      is
      available.

    


    (c) The
      Optionee shall have no rights as a shareholder with respect to any Common Shares
      covered by the Option (including, without limitation, any rights to receive
      dividends or non-cash distributions with respect to such shares) until the
      date
      of issue of a stock certificate to the Optionee for such Common Shares. No
      adjustment shall be made for dividends or other rights for which the record
      date
      is prior to the date such stock certificate is issued.

    


    12. Governing
      Law.
      This
      Option Agreement shall be governed by the applicable Code provisions to the
      maximum extent possible. Otherwise, the laws of the State of Delaware (without
      reference to the principles of conflict of laws) shall govern the operation
      of,
      and the rights of the Optionee under, the Plan and Options granted thereunder.
      

    


    IN
      WITNESS WHEREOF, the Company has caused this Incentive Stock Option Agreement
      to
      be duly executed by its duly authorized officer, and the Optionee has hereunto
      set his or her hand and seal, all as of the ______ day of _____________,
      20__.

    
      	 	 	 	 
	
            	 	 	MSTI
              HOLDINGS,
              INC.
	 	 	 	 
	 	 	 	 
	
            	 	 	
              
By:
	 	 	 	 
	 	 	 	 
	 	 	 	
              
Optionee




    
      
        
        

      

      
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    MSTI
      HOLDINGS, INC.

    2007
      EQUITY COMPENSATION PLAN

    


    Notice
      of
      Exercise of Incentive Stock Option

    


    I
      hereby
      exercise the incentive stock option granted to me pursuant to the Incentive
      Stock Option Agreement dated as of _____________ __, 20__, by MSTI Holdings,
      Inc. (the “Company”), with respect to the following number of shares of the
      Company’s common stock (“Shares”), par value $0. 001 per Share, covered by said
      option:

    

      
        	
                Number
                  of Shares to be purchased:

              	 	 	
                _______

              	 
	 	 	 	 	 
	
                Purchase
                  price per Share:

              	 	
                $

              	
                _______

              	 
	 	 	 	 	 
	
                Total
                  purchase price:

              	 	
                $

              	
                _______

              	 


      

    

    


    
      	
              ___

            	
              A.

            	
              Enclosed
                is cash or my certified check, bank draft, or postal or express money
                order in the amount of $________ in full/partial [circle
                one]
                payment for such Shares;

            


    

    


    and/or

    


    
      	
              ___

            	
              B.

            	
              Enclosed
                is/are _____________
                Share(s) with a total fair market value of $___________
                on
                the date hereof in full/partial [circle
                one]
                payment for such Shares;

            


    

    


    and/or

    


    
      	
              ___

            	
              C.

            	
              I
                have provided notice to ___________  [insert
                name of broker],
                a
                broker, who will render full/partial [circle
                one]
                payment for such Shares. [Optionee
                should attach to the notice of exercise provided to such broker a
                copy of
                this Notice of Exercise and irrevocable instructions to pay to the
                Company
                the full/partial (as elected above) exercise
                price.]

            


    

    


    and/or

    


    
      	
              ___

            	
              D.

            	
              I
                elect to satisfy the payment for Shares purchased hereunder by having
                the
                Company withhold newly acquired Shares pursuant to the exercise of
                the
                Option. I understand that this will result in a “disqualifying
                disposition,” as described in Section 10 of my Incentive Stock Option
                Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Please
      have the certificate or certificates representing the purchased Shares
      registered in the following name or names* :
                                                                         ;
      and sent
      to                                                 .

    
      	 	 	 	 
	DATED:
                     
              ___, 20__	 	 	
            
	
            	 	 	
              
Optionee’s
              Signature


    

     

    
      
        

      

      
        
          	
                  *

                	
                  Certificates
                    may be registered in the name of the Optionee alone or in the
                    joint names
                    (with right of survivorship) of the Optionee and his or her spouse.
                    

                


        

         

        
          
            
            

          

          
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