MSTI
      HOLDINGS, INC.

    2007
      EQUITY COMPENSATION PLAN

    


    FORM
      OF

    NONQUALIFIED
      STOCK OPTION AGREEMENT

    


    This
      NONQUALIFIED 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 [choose
      one]
      [key
      employee, director and/or consultant] 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 a nonqualified stock option (“NQSO”) and
not
      an
      incentive stock option (“ISO”) as such term is defined in section 422 of the
      Internal Revenue Code of 1986, as amended (the “Code”).

    


    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% 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 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 Option 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;


    (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 the exercise of the Option;
      or


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

    


    [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
      or persons 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 or persons 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. 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 Service.
      If the
      Optionee’s service 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 service by the Optionee at any time prior to the earlier of
      (i)
      the Expiration Date or (ii) _____ months after the date of such termination
      of
      service. [The
      Plan provides for a minimum three month exercise period for NQSOs. You may
      provide for an exercise period longer than three months.]
      Any part
      of the Option that was not exercisable immediately before the Optionee’s
      termination of service 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 service and, prior to the Expiration Date, the
      Optionee’s service 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 service 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 service. Any part of the Option that
      was
      not exercisable immediately before the Optionee’s termination of service shall
      terminate at that time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    9. Death.
      If the
      Optionee dies during his or her service and prior to the Expiration Date, or
      if
      the Optionee’s service is terminated for any reason (as described in Paragraphs
      7 and 8) and the Optionee dies following his or her termination of service
      but
      prior to the earlier of the Expiration Date or 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. 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.

    


    (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.

    


    11. 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 Nonqualified 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

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MSTI
      HOLDINGS, INC.

    2007
      EQUITY COMPENSATION PLAN

    


    Notice
      of
      Exercise of Nonqualified Stock Option

    


    I
      hereby
      exercise the nonqualified stock option granted to me pursuant to the
      Nonqualified 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 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.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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.