0001144204-07-029375 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 30th, 2007 • MSTI Holdings, Inc. • Services-prepackaged software • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 24, 2007, is made by and between MSTI Holdings, Inc., a Delaware corporation (“Seller”), and Ron Bell, an individual (“Buyer”).

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AMENDMENT AND ASSIGNMENT OF EMPLOYMENT AGREEMENT
Assignment of Employment Agreement • May 30th, 2007 • MSTI Holdings, Inc. • Services-prepackaged software • New Jersey

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”).

AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS
Agreement of Conveyance • May 30th, 2007 • MSTI Holdings, Inc. • Services-prepackaged software • Delaware

This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of May 24, 2007, by Fitness Xpress Software, Inc., a Delaware corporation (“Assignor”), and FXS Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).

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