MSTI
      HOLDINGS, INC.


     

    2007
      INCENTIVE STOCK PLAN

     

    1. Purpose
      of the Plan.

     

    This
      2007
      Incentive Stock Plan (the “Plan”)
      is
      intended as an incentive, to retain in the employ of and as directors, officers,
      consultants, advisors and employees to MSTI Holdings, Inc., a Delaware
      corporation (the “Company”),
      and
      any Subsidiary of the Company, within the meaning of Section 424(f) of the
      United States Internal Revenue Code of 1986, as amended (the “Code”),
      persons of training, experience and ability, to attract new directors, officers,
      consultants, advisors and employees whose services are considered valuable,
      to
      encourage the sense of proprietorship and to stimulate the active interest
      of
      such persons in the development and financial success of the Company and its
      Subsidiaries.

     

    It
      is
      further intended that certain options granted pursuant to the Plan shall
      constitute incentive stock options within the meaning of Section 422 of the
      Code
      (the “Incentive
      Options”)
      while
      certain other options granted pursuant to the Plan shall be nonqualified stock
      options (the “Nonqualified
      Options”).
      Incentive Options and Nonqualified Options are hereinafter referred to
      collectively as “Options.”

     

    The
      Company intends that the Plan meet the requirements of Rule 16b-3 (“Rule
      16b-3”)
      promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange
      Act”)
      and
      that transactions of the type specified in subparagraphs (c) to (f) inclusive
      of
      Rule 16b-3 by officers and directors of the Company pursuant to the Plan will
      be
      exempt from the operation of Section 16(b) of the Exchange Act. Further, the
      Plan is intended to satisfy the performance-based compensation exception to
      the
      limitation on the Company’s tax deductions imposed by Section 162(m) of the Code
      with respect to those Options for which qualification for such exception is
      intended. In all cases, the terms, provisions, conditions and limitations of
      the
      Plan shall be construed and interpreted consistent with the Company’s intent as
      stated in this Section 1.

     

    2. Administration
      of the Plan.

     

    The
      Board
      of Directors of the Company (the “Board”)
      shall
      appoint and maintain as administrator of the Plan a Committee (the “Committee”)
      consisting of two or more directors who are “Non-Employee
      Directors”
(as
      such term is defined in Rule 16b-3) and “Outside
      Directors”
(as
      such term is defined in Section 162(m) of the Code), which shall serve at the
      pleasure of the Board. The Committee, subject to Sections 3, 5 and 6 hereof,
      shall have full power and authority to designate recipients of Options and
      restricted stock (“Restricted
      Stock”)
      and to
      determine the terms and conditions of the respective Option and Restricted
      Stock
      agreements (which need not be identical) and to interpret the provisions and
      supervise the administration of the Plan. The Committee shall have the
      authority, without limitation, to designate which Options granted under the
      Plan
      shall be Incentive Options and which shall be Nonqualified Options. To the
      extent any Option does not qualify as an Incentive Option, it shall constitute
      a
      separate Nonqualified Option.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Subject
      to the provisions of the Plan, the Committee shall interpret the Plan and all
      Options and Restricted Stock granted under the Plan, shall make such rules
      as it
      deems necessary for the proper administration of the Plan, shall make all other
      determinations necessary or advisable for the administration of the Plan and
      shall correct any defects or supply any omission or reconcile any inconsistency
      in the Plan or in any Options or Restricted Stock granted under the Plan in
      the
      manner and to the extent that the Committee deems desirable to carry into effect
      the Plan or any Options or Restricted Stock. The act or determination of a
      majority of the Committee shall be the act or determination of the Committee
      and
      any decision reduced to writing and signed by all of the members of the
      Committee shall be fully effective as if it had been made by a majority of
      the
      Committee at a meeting duly held for such purpose. Subject to the provisions
      of
      the Plan, any action taken or determination made by the Committee pursuant
      to
      this and the other Sections of the Plan shall be conclusive on all
      parties.

     

    In
      the
      event that for any reason the Committee is unable to act or if the Committee
      at
      the time of any grant, award or other acquisition under the Plan does not
      consist of two or more Non-Employee Directors, or if there shall be no such
      Committee, or if the Board otherwise determines to administer the Plan, then
      the
      Plan shall be administered by the Board, and references herein to the Committee
      (except in the proviso to this sentence) shall be deemed to be references to
      the
      Board, and any such grant, award or other acquisition may be approved or
      ratified in any other manner contemplated by subparagraph (d) of Rule 16b-3;
      provided,
      however,
      that
      grants to the Company’s Chief Executive Officer or to any of the Company’s other
      four most highly compensated officers that are intended to qualify as
      performance-based compensation under Section 162(m) of the Code may only be
      granted by the Committee. 

     

    3. Designation
      of Optionees and Grantees.

     

    The
      persons eligible for participation in the Plan as recipients of Options (the
      “Optionees”)
      or
      Restricted Stock (the “Grantees”
and
      together with Optionees, the “Participants”)
      shall
      include directors, officers and employees of the Company and consultants,
      subject to their meeting the eligibility requirements of Rule 701 promulgated
      under the Securities Act of 1933, as amended (the “Securities
      Act”),
      provided that Incentive Options may only be granted to employees of the Company
      and any Subsidiary and further provided that any grant to consultants shall
      be
      restricted with no resistration rights, and shall not exceed 500,000
      shares in the aggregate (subject to adjustments for forward and reserve stock
      splits, stock dividends and recapitalization that occur after the date
      hereof). In selecting Participants, and in determining the number of shares
      to
      be covered by each Option or shares of Restricted Stock granted to Participants,
      the Committee may consider any factors it deems relevant, including, without
      limitation, the office or position held by the Participant or the Participant’s
      relationship to the Company, the Participant’s degree of responsibility for and
      contribution to the growth and success of the Company or any Subsidiary, the
      Participant’s length of service, promotions and potential. A Participant who has
      been granted an Option or Restricted Stock hereunder may be granted an
      additional Option or Options, or Restricted Stock if the Committee shall so
      determine.

     

    4. Stock
      Reserved for the Plan.

     

    Subject
      to adjustment as provided in Section 8 hereof, a total of 4,500,000 shares
      of
      the Company’s Common Stock, par value $0.001 per share (the “Stock”),
      shall
      be subject to the Plan. The maximum number of shares of Stock that may be
      subject to Options granted under the Plan to any individual in any calendar
      year
      shall not exceed 3,500,000 shares and the method of counting such shares shall
      conform to any requirements applicable to performance-based compensation under
      Section 162(m) of the Code, if qualification as performance-based compensation
      under Section 162(m) of the Code is intended. The shares of Stock subject to
      the
      Plan shall consist of unissued shares, treasury shares or previously issued
      shares held by any Subsidiary of the Company, and such amount of shares of
      Stock
      shall be and is hereby reserved for such purpose. Any of such shares of Stock
      that may remain unissued and that are not subject to outstanding Options at
      the
      termination of the Plan shall cease to be reserved for the purposes of the
      Plan,
      but until termination of the Plan the Company shall at all times reserve a
      sufficient number of shares of Stock to meet the requirements of the Plan.
      Should any Option or share of Restricted Stock expire or be canceled prior
      to
      its exercise or vesting in full or should the number of shares of Stock to
      be
      delivered upon the exercise or vesting in full of an Option or share of
      Restricted Stock be reduced for any reason, the shares of Stock theretofore
      subject to such Option or share of Restricted Stock may be subject to future
      Options or shares of Restricted Stock under the Plan, except where such
      reissuance is inconsistent with the provisions of Section 162(m) of the Code
      where qualification as performance-based compensation under Section 162(m)
      of
      the Code is intended.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    5. Terms
      and Conditions of Options.

     

    Options
      granted under the Plan shall be subject to the following conditions and shall
      contain such additional terms and conditions, not inconsistent with the terms
      of
      the Plan, as the Committee shall deem desirable:

     

    (a) Option
      Price.
      The
      purchase price of each share of Stock purchasable under an Incentive Option
      shall be determined by the Committee at the time of grant, but shall not be
      less
      than 100% of the Fair Market Value (as defined below) of such share of Stock
      on
      the date the Option is granted; provided, however, that with respect to an
      Optionee who, at the time such Incentive Option is granted, owns (within the
      meaning of Section 424(d) of the Code) more than 10% of the total combined
      voting power of all classes of stock of the Company or of any Subsidiary, the
      purchase price per share of Stock shall be at least 110% of the Fair Market
      Value per share of Stock on the date of grant. The purchase price of each share
      of Stock purchasable under a Nonqualified Option shall not be less than 100%
      of
      the Fair Market Value of such share of Stock on the date the Option is granted.
      The exercise price for each Option shall be subject to adjustment as provided
      in
      Section 8 below. “Fair
      Market Value”
means
      the closing price on the date of grant on the principal securities exchange
      on
      which shares of Stock are listed (if the shares of Stock are so listed), or
      on
      the NASDAQ Stock Market or OTC Bulletin Board (if the shares of Stock are
      regularly quoted on the NASDAQ Stock Market or OTC Bulletin Board, as the case
      may be), or, if not so listed or regularly quoted, the mean between the closing
      bid and asked prices of publicly traded shares of Stock in the over the counter
      market, or, if such bid and asked prices shall not be available, as reported
      by
      any nationally recognized quotation service selected by the Company, or as
      determined by the Committee in a manner consistent with the provisions of the
      Code. 

     

    (b) Option
      Term.
      The
      term of each Option shall be fixed by the Committee, but no Option shall be
      exercisable more than ten years after the date such Option is granted and in
      the
      case of an Incentive Option granted to an Optionee who, at the time such
      Incentive Option is granted, owns (within the meaning of Section 424(d) of
      the
      Code) more than 10% of the total combined voting power of all classes of stock
      of the Company or of any Subsidiary, no such Incentive Option shall be
      exercisable more than five years after the date such Incentive Option is
      granted. 

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (c) Exercisability.
      Subject
      to Section 5(j) hereof, Options shall be exercisable at such time or times
      and
      subject to such terms and conditions as shall be determined by the Committee
      at
      the time of grant; provided,
      however,
      that in
      the absence of any Option vesting periods designated by the Committee at the
      time of grant, Options shall vest and become exercisable as to one-third of
      the
      total amount of shares subject to the Option on each of the first, second and
      third anniversaries of the date of grant; and provided further that no Options
      shall be exercisable until such time as any vesting limitation required by
      Section 16 of the Exchange Act, and related rules, shall be satisfied if such
      limitation shall be required for continued validity of the exemption provided
      under Rule 16b-3(d)(3).

     

    Notwithstanding
      any provision in this Plan, in the event there is a Change of Control (as
      defined below), the Company shall, at no cost to the Participant, replace any
      and all stock options granted by the Company and held by the Participant at
      the
      time of the Change of Control, whether or not vested, with an equal number
      of
      unrestricted and fully vested stock options to purchase shares of the Company’s
      Common Stock (the “Option
      Replacement”).
      With
      respect to the Option Replacement, all options will become fully vested.
      Alternatively, in the event of a Change of Control, in lieu of the Option
      Replacement, a Participant may, subject to Board approval at the time, elect
      to
      surrender the Participant’s rights to such options, and upon such surrender, the
      Company shall pay to the Participant an amount in cash per stock option (whether
      vested or unvested) then held, which is the difference between the full exercise
      price of each option surrendered and the greater of (i) the average price per
      share paid in connection with the acquisition of control of the Company if
      such
      control was acquired by the payment of cash or the then fair market value of
      the
      consideration paid for such shares if such control was acquired for
      consideration other than cash, (ii) the price per share paid in connection
      with
      any tender offer for shares of the Company’s Common Stock leading to control, or
      (iii) the mean between the high and low selling price of such stock on the
      NASDAQ Stock Market, OTC Bulletin Board or other market on which the Company’s
      Common Stock is then traded or listed for quotation on the date of the Change
      of
      Control.

     

    For
      purposes of the Plan, a “Change in Control” shall be deemed to have occurred if
      any of the following occurs:

     

    (i) An
      acquisition (other than directly from the Company) of any voting securities
      of
      the Company (the “Voting
      Securities”)
      by any
“Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of
      the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”)),
      immediately after which such Person has “Beneficial Ownership” (within the
      meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty
      percent (50%) of (1) the then-outstanding shares of common stock of the Company
      (or any other securities into which such shares of common stock are changed
      or
      for which such shares of common stock are exchanged) (the “Shares”)
      or (2)
      the combined voting power of the Company’s then-outstanding Voting Securities;
provided,
      however,
      that in
      determining whether a Change in Control has occurred pursuant to this paragraph
      (a), the acquisition of Shares or Voting Securities in a “Non-Control
      Acquisition” (as hereinafter defined) shall not constitute a Change in Control.
      A “Non-Control
      Acquisition”
shall
      mean an acquisition by (i) an employee benefit plan (or a trust forming a part
      thereof) maintained by (A) the Company or (B) any corporation or other Person
      the majority of the voting power, voting equity securities or equity interest
      of
      which is owned, directly or indirectly, by the Company (for purposes of this
      definition, a “Related
      Entity”),
      (ii)
      the Company or any Related Entity, or (iii) any Person in connection with a
      “Non-Control Transaction” (as hereinafter defined); 

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (ii) The
      consummation of:

     

    (a) A
      merger,
      consolidation or reorganization (1) with or into the Company or (2) in
      which securities of the Company are issued (a “Merger”),
      unless such Merger is a “Non-Control Transaction.” A “Non-Control
      Transaction”
shall
      mean a Merger in which:

     

    (i) the
      stockholders of the Company immediately before such Merger own directly or
      indirectly immediately following such Merger at least fifty percent (50%) of
      the
      combined voting power of the outstanding voting securities of (x) the Surviving
      Corporation, if there is no Parent Corporation or (y) if there is one or more
      than one Parent Corporation, the ultimate Parent Corporation; and

     

    (ii) no
      Person
      other than (1) the Company, (2) any Related Entity, or (3) any employee
      benefit plan (or any trust forming a part thereof) that, immediately prior
      to
      the Merger, was maintained by the Company or any Related Entity, or (4) any
      Person who, immediately prior to the Merger had Beneficial Ownership of twenty
      percent (20%) or more of the then outstanding Shares or Voting Securities,
      has
      Beneficial Ownership, directly or indirectly, of twenty percent (20%) or more
      of
      the combined voting power of the outstanding voting securities or common stock
      of (x) the Surviving Corporation, if fifty percent (50%) or more of the combined
      voting power of the then outstanding voting securities of the Surviving
      Corporation is not Beneficially Owned, directly or indirectly by a Parent
      Corporation, or (y) if there is one or more than one Parent Corporation, the
      ultimate Parent Corporation;

     

    (b) A
      complete liquidation or dissolution of the Company; or

     

    (c) The
      sale
      or other disposition of all or substantially all of the assets of the Company
      and its subsidiaries taken as a whole to any Person (other than (x) a transfer
      to a Related Entity, (y) a transfer under conditions that would constitute
      a Non-Control Transaction, with the disposition of assets being regarded as
      a
      Merger for this purpose or (z) the distribution to the Company’s
      stockholders of the stock of a Related Entity or any other assets).

     

    Notwithstanding
      the foregoing, a Change in Control shall not be deemed to occur solely because
      any Person (the “Subject
      Person”)
      acquired Beneficial Ownership of more than the permitted amount of the then
      outstanding Shares or Voting Securities as a result of the acquisition of Shares
      or Voting Securities by the Company which, by reducing the number of Shares
      or
      Voting Securities then outstanding, increases the proportional number of shares
      Beneficially Owned by the Subject Persons; provided,
      that if
      a Change in Control would occur (but for the operation of this sentence) as
      a
      result of the acquisition of Shares or Voting Securities by the Company and,
      after such share acquisition by the Company, the Subject Person becomes the
      Beneficial Owner of any additional Shares or Voting Securities and such
      Beneficial Ownership increases the percentage of the then outstanding Shares
      or
      Voting Securities Beneficially Owned by the Subject Person, then a Change in
      Control shall occur.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    (d) Method
      of Exercise.
      Options
      to the extent then exercisable may be exercised in whole or in part at any
      time
      during the option period, by giving written notice to the Company specifying
      the
      number of shares of Stock to be purchased, accompanied by payment in full of
      the
      purchase price, in cash, or by check or such other instrument as may be
      acceptable to the Committee. As determined by the Committee, in its sole
      discretion, at or after grant, payment in full or in part may be made at the
      election of the Optionee (i) in the form of Stock owned by the Optionee (based
      on the Fair Market Value of the Stock which is not the subject of any pledge
      or
      security interest, (ii) in the form of shares of Stock withheld by the Company
      from the shares of Stock otherwise to be received with such withheld shares
      of
      Stock having a Fair Market Value equal to the exercise price of the Option,
      or
      (iii) by a combination of the foregoing, such Fair Market Value determined
      by
      applying the principles set forth in Section 5(a), provided that the combined
      value of all cash and cash equivalents and the Fair Market Value of any shares
      surrendered to the Company is at least equal to such exercise price and except
      with respect to (ii) above, such method of payment will not cause a
      disqualifying disposition of all or a portion of the Stock received upon
      exercise of an Incentive Option. Notwithstanding the forgoing, an Optionee
      may
      not take any actions that are prohibited by the Sarbanes-Oxley Act of 2002
      and
      the rules and regulations promulgated by the Securities and Exchange Commission
      or any agency thereunder. An Optionee shall have the right to dividends and
      other rights of a stockholder with respect to shares of Stock purchased upon
      exercise of an Option at such time as the Optionee (i) has given written notice
      of exercise and has paid in full for such shares, and (ii) has satisfied such
      conditions that may be imposed by the Company with respect to the withholding
      of
      taxes. 

     

    (e) Non-transferability
      of Options.
      Options
      are not transferable and may be exercised solely by the Optionee during his
      lifetime or after his death by the person or persons entitled thereto under
      his
      will or the laws of descent and distribution. The Committee, in its sole
      discretion, may permit a transfer of a Nonqualified Option to (i) a trust for
      the benefit of the Optionee, (ii) a member of the Optionee’s immediate family
      (or a trust for his or her benefit) or (iii) pursuant to a domestic relations
      order. Any attempt to transfer, assign, pledge or otherwise dispose of, or
      to
      subject to execution, attachment or similar process, any Option contrary to
      the
      provisions hereof shall be void and ineffective and shall give no right to
      the
      purported transferee.

     

    (f) Termination
      by Death.
      Unless
      otherwise determined by the Committee, if any Optionee’s employment with or
      service to the Company or any Subsidiary terminates by reason of death, the
      Option may thereafter be exercised, to the extent then exercisable (or on such
      accelerated basis as the Committee shall determine at or after grant), by the
      legal representative of the estate or by the legatee of the Optionee under
      the
      will of the Optionee, for a period of one year after the date of such death
      (or,
      if later, such time as the Option may be exercised pursuant to Section 14(d)
      hereof) or until the expiration of the stated term of such Option as provided
      under the Plan, whichever period is shorter.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    (g) Termination
      by Reason of Disability.
      Unless
      otherwise determined by the Committee, if any Optionee’s employment with or
      service to the Company or any Subsidiary terminates by reason of total and
      permanent disability, any Option held by such Optionee may thereafter be
      exercised, to the extent it was exercisable at the time of termination due
      to
      disability (or on such accelerated basis as the Committee shall determine at
      or
      after grant), but may not be exercised after three (3) months after the date
      of
      such termination of employment or service (or, if later, such time as the Option
      may be exercised pursuant to Section 14(d) hereof) or the expiration of the
      stated term of such Option, whichever period is shorter; provided,
      however,
      that,
      if the Optionee dies within such three (3) month period, any unexercised Option
      held by such Optionee shall thereafter be exercisable to the extent to which
      it
      was exercisable at the time of death for a period of one (1) year after the
      date
      of such death (or, if later, such time as the Option may be exercised pursuant
      to Section 14(d) hereof) or for the stated term of such Option, whichever period
      is shorter.

     

    (h) Termination
      by Reason of Retirement.
      Unless
      otherwise determined by the Committee, if any Optionee’s employment with or
      service to the Company or any Subsidiary terminates by reason of Normal or
      Early
      Retirement (as such terms are defined below), any Option held by such Optionee
      may thereafter be exercised to the extent it was exercisable at the time of
      such
      Retirement (or on such accelerated basis as the Committee shall determine at
      or
      after grant), but may not be exercised after three (3) months after the date
      of
      such termination of employment or service (or, if later, such time as the Option
      may be exercised pursuant to Section 14(d) hereof) or the expiration of the
      stated term of such Option, whichever date is earlier; provided,
      however,
      that,
      if the Optionee dies within such three (3) month period, any unexercised Option
      held by such Optionee shall thereafter be exercisable, to the extent to which
      it
      was exercisable at the time of death, for a period of one (1) year after the
      date of such death (or, if later, such time as the Option may be exercised
      pursuant to Section 14(d) hereof) or for the stated term of such Option,
      whichever period is shorter.

     

    For
      purposes of this paragraph (h), “Normal
      Retirement”
shall
      mean retirement from active employment with the Company or any Subsidiary on
      or
      after the normal retirement date specified in the applicable Company or
      Subsidiary pension plan or if no such pension plan, age 65, and “Early
      Retirement” shall mean retirement from active employment with the Company or any
      Subsidiary pursuant to the early retirement provisions of the applicable Company
      or Subsidiary pension plan or if no such pension plan, age 55. 

     

    (i) Other
      Termination.
      Unless
      otherwise determined by the Committee upon grant, if any Optionee’s employment
      with or service to the Company or any Subsidiary terminates for any reason
      other
      than death, disability or Normal or Early Retirement, the Option shall thereupon
      terminate, except that the portion of any Option that was exercisable on the
      date of such termination of employment or service may be exercised for the
      lesser of thirty (30) days after the date of termination or the balance of
      such
      Option’s term if the Optionee’s employment or service with the Company or any
      Subsidiary or Affiliate is terminated by the Company or such Subsidiary without
      cause (the determination as to whether termination was for cause to be made
      by
      the Committee). The transfer of an Optionee from the employ of or service to
      the
      Company to the employ of or service to a Subsidiary, or vice versa, or from
      one
      Subsidiary to another, shall not be deemed to constitute a termination of
      employment or service for purposes of the Plan.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    (j) Limit
      on Value of Incentive Option.
      The
      aggregate Fair Market Value, determined as of the date the Incentive Option
      is
      granted, of Stock for which Incentive Options are exercisable for the first
      time
      by any Optionee during any calendar year under the Plan (and/or any other stock
      option plans of the Company or any Subsidiary) shall not exceed
      $100,000.

     

    (k) Grants
      to Foreign Employees.
      The
      terms of grants to foreign employees may vary from the terms of this Section
      5
      provided that the terms shall only be more restrictive than any term in this
      Section 5.

     

    6. Terms
      and Conditions of Restricted Stock.

     

    Restricted
      Stock may be granted under this Plan aside from, or in association with, any
      other award and shall be subject to the following conditions and shall contain
      such additional terms and conditions (including provisions relating to the
      acceleration of vesting of Restricted Stock upon a Change of Control), not
      inconsistent with the terms of the Plan, as the Committee shall deem
      desirable:

     

    (a) Grantee
      rights.
      A
      Grantee shall have no rights to an award of Restricted Stock unless and until
      Grantee accepts the award within the period prescribed by the Committee. After
      acceptance and issuance of a certificate or certificates, as provided for below,
      the Grantee shall have the rights of a stockholder with respect to Restricted
      Stock subject to the non-transferability and forfeiture restrictions described
      in Section 6(d) below.

     

    (b) Issuance
      of Certificates.
      The
      Company shall issue in the Grantee’s name a certificate or certificates for the
      shares of Common Stock associated with the award promptly after the Grantee
      accepts such award.

     

    (c) Delivery
      of Certificates.
      Unless
      otherwise provided, any certificate or certificates issued evidencing shares
      of
      Restricted Stock shall not be delivered to the Grantee until such shares are
      free of any restrictions specified by the Committee at the time of
      grant.

     

    (d) Forfeitability,
      Non-transferability of Restricted Stock.
      Shares
      of Restricted Stock are forfeitable until the terms of the Restricted Stock
      grant have been satisfied. Shares of Restricted Stock are not transferable
      until
      the date on which the Committee has specified such restrictions have lapsed.
      Unless otherwise provided by the Committee at or after grant, distributions
      in
      the form of dividends or otherwise of additional shares or property in respect
      of shares of Restricted Stock shall be subject to the same restrictions as
      such
      shares of Restricted Stock.

     

    (e) Change
      of Control.
      Upon
      the occurrence of a Change in Control as defined in Section 5(c), the Committee
      may accelerate the vesting of outstanding Restricted Stock, in whole or in
      part,
      as determined by the Committee, in its sole discretion. 

     

    (f) Termination
      of Employment.
      Unless
      otherwise determined by the Committee at or after grant, in the event the
      Grantee ceases to be an employee or otherwise associated with the Company for
      any other reason, all shares of Restricted Stock theretofore awarded to him
      which are still subject to restrictions shall be forfeited and the Company
      shall
      have the right to complete the blank stock power. The Committee may provide
      (on
      or after grant) that restrictions or forfeiture conditions relating to shares
      of
      Restricted Stock will be waived in whole or in part in the event of termination
      resulting from specified causes, and the Committee may in other cases waive
      in
      whole or in part restrictions or forfeiture conditions relating to Restricted
      Stock.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    7. Term
      of Plan.

     

    No
      Option
      or shares of Restricted Stock shall be granted pursuant to the Plan on or after
      the date that is ten years from the effective date of the Plan, but Options
      or
      shares of Restricted Stock theretofore granted may extend beyond that
      date.

     

    8. Capital
      Change of the Company.

     

    In
      the
      event of any merger, reorganization, consolidation, recapitalization, stock
      dividend, or other change in corporate structure affecting the Stock, the
      Committee shall make an appropriate and equitable adjustment in the number
      and
      kind of shares reserved for issuance under the Plan and in the number and option
      price of shares subject to outstanding Options granted under the Plan, to the
      end that after such event each Optionee’s proportionate interest shall be
      maintained (to the extent possible) as immediately before the occurrence of
      such
      event. The Committee shall, to the extent feasible, make such other adjustments
      as may be required under the tax laws so that any Incentive Options previously
      granted shall not be deemed modified within the meaning of Section 424(h) of
      the
      Code. Appropriate adjustments shall also be made in the case of outstanding
      Restricted Stock granted under the Plan.

     

    The
      adjustments described above will be made only to the extent consistent with
      continued qualification of the Option under Section 422 of the Code (in the
      case
      of an Incentive Option) and Section 409A of the Code.

     

    9. Purchase
      for Investment/Conditions.

     

    Unless
      the Options and shares covered by the Plan have been registered under the
      Securities Act, or the Company has determined that such registration is
      unnecessary, each person exercising or receiving Options or Restricted Stock
      under the Plan may be required by the Company to give a representation in
      writing that he is acquiring the securities for his own account for investment
      and not with a view to, or for sale in connection with, the distribution of
      any
      part thereof. The Committee may impose any additional or further restrictions
      on
      awards of Options or Restricted Stock as shall be determined by the Committee
      at
      the time of award.

     

    10. Taxes.

     

    (a) The
      Company may make such provisions as it may deem appropriate, consistent with
      applicable law, in connection with any Options or Restricted Stock granted
      under
      the Plan with respect to the withholding of any taxes (including income or
      employment taxes) or any other tax matters.

     

    (b) If
      any
      Grantee, in connection with the acquisition of Restricted Stock, makes the
      election permitted under Section 83(b) of the Code (that is, an election to
      include in gross income in the year of transfer the amounts specified in Section
      83(b)), such Grantee shall notify the Company of the election with the Internal
      Revenue Service pursuant to regulations issued under the authority of Code
      Section 83(b).

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    (c) If
      any
      Grantee shall make any disposition of shares of Stock issued pursuant to the
      exercise of an Incentive Option under the circumstances described in Section
      421(b) of the Code (relating to certain disqualifying dispositions), such
      Grantee shall notify the Company of such disposition within ten (10) days
      hereof.

     

    11. Effective
      Date of Plan.

     

    The
      Plan
      shall be effective on May __, 2007; provided,
      however,
      that
      if, and only if, certain options are intended to qualify as Incentive Stock
      Options, the Plan must subsequently be approved by majority vote of the
      Company’s stockholders no later than May __, 2008, and further, that in the
      event certain Option grants hereunder are intended to qualify as
      performance-based compensation within the meaning of Section 162(m) of the
      Code,
      the requirements as to shareholder approval set forth in Section 162(m) of
      the
      Code are satisfied.

     

    12. Amendment
      and Termination.

     

    The
      Board
      may amend, suspend, or terminate the Plan, except that no amendment shall be
      made that would impair the rights of any Participant under any Option or
      Restricted Stock theretofore granted without the Participant’s consent, and
      except that no amendment shall be made which, without the approval of the
      stockholders of the Company would:

     

    (a) materially
      increase the number of shares that may be issued under the Plan, except as
      is
      provided in Section 8;

     

    (b) materially
      increase the benefits accruing to the Participants under the Plan; 

     

    (c) materially
      modify the requirements as to eligibility for participation in the Plan;


     

    (d) decrease
      the exercise price of an Incentive Option to less than 100% of the Fair Market
      Value per share of Stock on the date of grant thereof or the exercise price
      of a
      Nonqualified Option to less than 100% of the Fair Market Value per share of
      Stock on the date of grant thereof; 

     

    (e) extend
      the term of any Option beyond that provided for in Section 5(b); or

     

    (f) except
      as
      otherwise provided in Sections 5(c), 5(l) and 8 hereof, reduce the exercise
      price of outstanding Options or effect repricing through cancellations and
      re-grants of new Options.

     

    Subject
      to the forgoing, the Committee may amend the terms of any Option theretofore
      granted, prospectively or retrospectively, but no such amendment shall impair
      the rights of any Optionee without the Optionee’s consent.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    It
      is the
      intention of the Board that the Plan comply strictly with the provisions of
      Section 409A of the Code and Treasury Regulations and other Internal Revenue
      Service guidance promulgated thereunder (the “Section
      409A Rules”)
      and
      the Committee shall exercise its discretion in granting awards hereunder (and
      the terms of such awards), accordingly. The Plan and any grant of an award
      hereunder may be amended from time to time (without, in the case of an award,
      the consent of the Participant) as may be necessary or appropriate to comply
      with the Section 409A Rules.

     

    13. Government
      Regulations.

     

    The
      Plan,
      and the grant and exercise of Options or Restricted Stock hereunder, and the
      obligation of the Company to sell and deliver shares under such Options and
      Restricted Stock shall be subject to all applicable laws, rules and regulations,
      and to such approvals by any governmental agencies, national securities
      exchanges and interdealer quotation systems as may be required.

     

    14. General
      Provisions.

     

    (a) Certificates.
      All
      certificates for shares of Stock delivered under the Plan shall be subject
      to
      such stop transfer orders and other restrictions as the Committee may deem
      advisable under the rules, regulations and other requirements of the Securities
      and Exchange Commission, or other securities commission having jurisdiction,
      any
      applicable Federal or state securities law, any stock exchange or interdealer
      quotation system upon which the Stock is then listed or traded and the Committee
      may cause a legend or legends to be placed on any such certificates to make
      appropriate reference to such restrictions.

     

    (b) Employment
      Matters.
      Neither
      the adoption of the Plan nor any grant or award under the Plan shall confer
      upon
      any Participant who is an employee of the Company or any Subsidiary any right
      to
      continued employment or, in the case of a Participant who is a director,
      continued service as a director, with the Company or a Subsidiary, as the case
      may be, nor shall it interfere in any way with the right of the Company or
      any
      Subsidiary to terminate the employment of any of its employees, the service
      of
      any of its directors or the retention of any of its consultants or advisors
      at
      any time.

     

    (c) Limitation
      of Liability.
      No
      member of the Committee, or any officer or employee of the Company acting on
      behalf of the Committee, shall be personally liable for any action,
      determination or interpretation taken or made in good faith with respect to
      the
      Plan, and all members of the Committee and each and any officer or employee
      of
      the Company acting on their behalf shall, to the extent permitted by law, be
      fully indemnified and protected by the Company in respect of any such action,
      determination or interpretation.

     

    (d) Registration
      of Stock.
      Notwithstanding any other provision in the Plan, no Option may be exercised
      unless and until the Stock to be issued upon the exercise thereof has been
      registered under the Securities Act of 1933, as amended, and applicable state
      securities laws, or are, in the opinion of counsel to the Company, exempt from
      such registration in the United States. The Company shall not be under any
      obligation to register under applicable federal or state securities laws any
      Stock to be issued upon the exercise of an Option granted hereunder in order
      to
      permit the exercise of an Option and the issuance and sale of the Stock subject
      to such Option, although the Company may in its sole discretion register such
      Stock at such time as the Company shall determine. If the Company chooses to
      comply with such an exemption from registration, the Stock issued under the
      Plan
      may, at the direction of the Committee, bear an appropriate restrictive legend
      restricting the transfer or pledge of the Stock represented thereby, and the
      Committee may also give appropriate stop transfer instructions with respect
      to
      such Stock to the Company’s transfer agent.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    15. Non-Uniform
      Determinations.

     

    The
      Committee’s determinations under the Plan, including, without limitation, (i)
      the determination of the Participants to receive awards, (ii) the form, amount
      and timing of such awards, (iii) the terms and provisions of such awards and
      (ii) the agreements evidencing the same, need not be uniform and may be made
      by
      it selectively among Participants who receive, or who are eligible to receive,
      awards under the Plan, whether or not such Participants are similarly
      situated.

     

    16. Governing
      Law.

     

    The
      validity, construction, and effect of the Plan and any rules and regulations
      relating to the Plan shall be determined in accordance with the internal laws
      of
      the State of Delaware, without giving effect to principles of conflicts of
      laws,
      and applicable federal law.

     

    MSTI
      Holdings, Inc.

    _________,
      2007

     

    
      
        
        

      

      
        -12-