AMENDMENT
      AND ASSIGNMENT OF EMPLOYMENT AGREEMENT

    


    AMENDMENT
      AND ASSIGNMENT OF EMPLOYMENT AGREEMENT (this
      “Amendment”),
      dated
      as of May 24, 2007, by and among MSTI Holdings, Inc., a Delaware corporation
      (“Holdings”),
      Microwave Satellite Technologies, Inc., a New Jersey corporation and a wholly
      owned subsidiary of Holdings (“MST”),
      and
      Frank T. Matarazzo (“Executive”).

    


    WHEREAS,
      MST and Executive have entered into that certain Employment Agreement, dated
      as
      of January 31, 2006 (the “Agreement”);

    


    WHEREAS,
      MST and Executive wish to amend certain terms and conditions of the Agreement
      and to assign MST’s obligations, right, title, interest in, to and under the
      Agreement to Holdings, Holdings agrees to assume and accept such assignments
      and
      Executive consents to such assignment.

    


    NOW
      THEREFORE, Holdings, MST and Executive agree as follows:

    


    1. Definitions.
      Capitalized terms used herein but not otherwise defined herein shall have the
      respective meanings ascribed to such terms in the Agreement.

    


    2. Assignment
      and Assumption.
      MST
      does hereby assign (the “Assignment”)
      unto
      Holdings all of its obligations, right, title, interest in, to and under the
      Agreement. Each of the undersigned consents to the Assignment.

    


    3. Amendment.
      

    


    (a)
      Section 2 of the Agreement is hereby amended by deleting the reference to the
      date “December 31, 2008” and replacing it with the date “December 31,
      2011.”

    


    (b)
      Section 3(a) of the Agreement is hereby amended by deleting the reference to
      the
      amount “Two Hundred Fifty Thousand Dollars ($250,000)” and replacing it with the
      amount “Three Hundred Thousand Dollars ($300,000).”

    


    4.  Ratification.
      Except
      as specifically amended and assigned hereby, nothing herein contained shall
      otherwise modify, reduce, amend or otherwise supplement the terms and provisions
      of the Agreement, which shall remain in full force and effect in accordance
      with
      its terms.

    


    5. Governing
      Law.
      This
      Amendment shall be governed by, and be construed in accordance with, the laws
      of
      the State of New Jersey. 

    


    6. Counterparts.
      This
      Amendment may be executed in one or more counterparts and by the parties hereto
      in separate counterparts, each of which when executed shall be deemed to be
      an
      original but both of which together shall constitute one and the same
      Amendment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, Holdings, MST and Executive have executed this Agreement as
      of
      the date first written above.

    


    MSTI
      Holdings, Inc.

    


    By:  
      /s/ Ronald W. Pickett

    
      

    

    Name:
      Ronald
      W.
      Pickett

    Title:
      President

    


    


    Microwave
      Satellite Technologies, Inc.    

    


    By: 
      /s/ Keith V. Scarzafava

    
      

    

    Name:
      Keith
      V.
      Scarzafava

    Title:
      Chief Technology Officer

    


    


    Executive:

     

    /s/
      Frank
      T. Matarazzo

    
      

    

    Frank
      T.
      Matarazzo