STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT, together with all Schedules and Exhibits to be delivered pursuant hereto (collectively, this “Agreement”), is made and shall be effective as of February 26, 2009, by and between William H. Davis, with an address of 29 Glen Green, Winchester, MA (“Buyer”), and Telkonet, Inc., a Utah corporation with an address of 20374 Seneca Meadows Parkway, Germantown, Maryland 20876 (“Seller”).

Seller owns 18,500,000 shares of the common stock of MSHI Holdings, Inc. (the “Company”).  Seller is interested in selling to Buyer, and Buyer is interested in purchasing from Seller, 2,800,000 shares of the common stock of the Company owned by Seller (the “Shares”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

SALE OF SHARES AND CLOSING

1.01            Purchase and Sale . Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, all of the right, title and interest of Seller in and to the Shares at the Closing (as defined in Section 1.03), free and clear of any and all liens, claims and encumbrances of any nature whatsoever, on the terms and subject to the conditions set forth in this Agreement.

1.02            Purchase Price . The aggregate purchase price (“Purchase Price”) for the Shares shall be Ten Thousand Dollars ($10,000.00), payable by Buyer to Seller.

1.03            Closing .

(a)           The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place by the electronic exchange of documents on Friday, February 13, 2009, or at such place or on such other date as is mutually agreed upon by the parties (the “Closing Date”). The Closing shall be effective as of the close of business on the Closing Date.

(b)           Subject to the conditions set forth in this Agreement, on the Closing   Date or, with respect to subparagraph (i) below, as soon as reasonably practicable thereafter:

(i)           Seller shall transfer to Buyer the Shares by delivering to Buyer stock certificates representing the Shares, duly endorsed for transfer or accompanied by duly executed stock powers endorsed in blank with requisite stock transfer tax stamps, if any, attached;

(ii)           Buyer shall deliver the Purchase Price in accordance with Article IV hereof; and

(iii)           Each of the parties hereto shall deliver to the other the documents required to be delivered pursuant to Article IV hereof, and such other certificates and documents as the parties or their respective counsel may reasonably request in order to consummate the transactions contemplated hereby.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SELLER

As a material inducement to Buyer to enter into this Agreement and to close hereunder, Seller hereby represents and warrants to Buyer as follows:

2.01            Ownership of Capital Stock . Except as set forth in Schedule 2.01 hereto, Seller owns, beneficially and of record, all right, title and interest in and to the Shares, free and clear of any adverse interests, security interests, claims, liens, pledges, options, encumbrances, charges, agreements, voting trusts, proxies or other arrangements, restrictions or limitations of any kind. On the Closing Date, the delivery by Seller of stock certificates in the manner set forth in Section 1.03(b) hereof will transfer title to the Shares to Buyer, free and clear of any adverse claim, security interests, claims, liens, pledges, options, encumbrances, charges, agreements, voting trusts, proxies or other arrangements, restrictions or other legal or equitable limitations of any kind.

2.02            Capacity, Execution, Delivery; Valid and Binding Agreements . Seller has the sole authority and legal capacity to execute and deliver this Agreement and the other agreements contemplated hereby and to perform its respective obligations hereunder and thereunder (including, without limitation, the power to sell, transfer and convey the Shares as provided by this Agreement). This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms. Except as set forth in Schedule 2.02 hereto, no consent is required with respect to Seller or the Company in connection with the execution, delivery, and performance of this Agreement or any other agreement contemplated hereby.

2.03            Incorporation and Corporate Power . The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Utah. The Seller has full power and authority and all authorizations, licenses, permits and certifications necessary to own and operate its properties and to carry on its business as now conducted and presently proposed to be conducted.

2.04            No Breach . Except as set forth in Schedule 2.04 hereto, the execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby do not conflict with or result in any breach of any of the provisions of, constitute a default under, result in a violation of, result in the creation of a right of termination or acceleration or any lien, security interest, charge or encumbrance upon any of the Shares or any assets of Seller or the Company, or require any authorization, consent, approval, exemption or other action by or notice to any third party, court or other governmental body, under the provisions of the Articles of Incorporation or Bylaws of Seller or the Company or any indenture, mortgage, lease, loan agreement or other agreement or instrument by which Seller or the Company is bound or affected, or any law, statute, rule or regulation or order, judgment or decree to which Seller or the Company is subject.

2.05            Governmental Authorities; Consents . Except as set forth in Schedule 2.05 hereto, Seller is not required to submit any notice, report or other filing with any governmental authority in connection with the execution or delivery by it of this Agreement or the consummation of the transactions contemplated hereby. No consent, approval or authorization of any governmental or regulatory authority or any other party or person is required to be obtained by Seller, in connection with the execution, delivery and performance of this Agreement or the transactions contemplated hereby.

2.06            Brokerage . No third party shall be entitled to receive any brokerage commissions, finder's fees, fees for financial advisory services or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of Seller.

2.07            Disclosure . No representation or warranty by Seller hereunder, nor any statement contained in any certificate, schedule, list or other writing furnished or to be furnished by Seller to Buyer pursuant to this Agreement (i) contains or shall contain any untrue statement of a material fact, or (ii) omits or shall omit to state a material fact necessary in order to make the statements contained herein or therein not misleading.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BUYER

As a material inducement to Seller to enter into this Agreement and to close hereunder, Buyer hereby represents and warrants to Seller as follows:

 3.01          Execution, Delivery; Valid and Binding Agreement . This Agreement has been duly executed and delivered by Buyer and constitutes the valid and binding obligation of Buyer, enforceable in accordance with its terms.

3.02           Investigation; Economic Risk . Buyer acknowledges that it has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the transactions contemplated by this Agreement. The parties acknowledge and agree that nothing in this Section 3.02 shall limit or modify any representation or warranty of the Seller in Section 2 hereof, or the right of Buyer to rely thereon.

3.03           Buyer acknowledges that the Shares will initially be "restricted securities" (as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended ("Rule 144"), and that the Shares will bear substantially the following restrictive legend:

The shares represented by this certificate have not been registered under the Securities Act of 1933 (the “Act”), and are Restricted Securities as that term is defined in Rule 144 under the Act, and requires written release from either the issuing company or their attorney prior to legend removal.

ARTICLE IV

CLOSING

4.01            Seller’s Documents . At the Closing, or