WAIVERS
      dated as of October 25, 2007 (this “Waiver”) to the AMENDED AND RESTATED CREDIT
      AGREEMENT dated as of January 31, 2007, as amended by a Consent and First
      Amendment dated as of June 6, 2007 (collectively, “Credit Agreement”), among NU
      HORIZONS ELECTRONICS CORP. (the “Borrower”), the Lenders, the Co-Syndication
      Agents and the Documentation Agent parties thereto, and CITIBANK, N.A., as
      Administrative Agent.

     

    WITNESSETH

    


    WHEREAS,
      the Borrower has requested that the Administrative Agent and the Required
      Lenders agree to waive compliance with certain provisions of the Credit
      Agreement; and

    


    WHEREAS,
      the Administrative Agent has obtained the consent of the Required Lenders to
      execute this Waiver, but only upon the terms and conditions set forth
      herein;

    


    NOW,
      THEREFORE, for valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, and in consideration of the premises contained herein,
      the
      parties hereto agree as follows:

    


    
      	
            	1.	
              Defined
                Terms.
                Unless otherwise defined herein, capitalized terms which are defined
                in
                the Credit Agreement are used herein as defined
                therein.

            


    

    


    
      	
            	2.	
              Waivers.

            


    

    


    
      	
            	(A)	
              SEC
                Reports.
                Until the earlier of the following (such earlier date, the “Financial
                Statement Waiver Termination Date”)
                of:

            


    

    


    (i)     the
      last
      date on which the Borrower has filed with the Securities and Exchange Commission
      each of its report on Form 10-Q for the second quarter of its 2008 fiscal year
      ended August 31, 2007, its amended report on Form 10-Q for the first quarter
      of
      its 2008 fiscal year ended May 31, 2007 and its amended report on Form 10-K
      for
      the 2007 fiscal year ended February 28, 2007 (the “Specified SEC Reports”);
      and

    


    (ii)     December
      31, 2007;

    


    the
      Lenders hereby: (y) waive the requirements under clauses (1) and (2) of Section
      5.1 of the Credit Agreement that the Borrower deliver the Specified SEC Reports
      and the Borrower’s consolidated and consolidating financial statements and the
      compliance certificates required to be delivered under such clauses of the
      referenced Section of the Credit Agreement in connection with such reports
      or
      such financial statements, and (z) agree that until such time as the Financial
      Statement Termination Date has occurred, the failure to deliver the Specified
      SEC Reports and any consequences arising solely from such failure shall not
      be
      deemed a material adverse change for purposes of Section 3.2 of the Credit
      Agreement.

    


    (B)     Litigation.
      Until
      the earlier of the following (such earlier date, the MAC Litigation Waiver
      Termination Date):

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (i)     the
      date
      upon which the Borrower advises the Administrative Agent that the action
      entitled “Louis Grasso, individually and on behalf of all others similarly
      situated, Plaintiff(s) v. Vitesse SemiConductor Corporation, Louis Tomasetta,
      Yatin Mody, Eugene F. Hovanec, Silicon Valley Bank, Nu Horizons Electronics
      Corp., Titan Supply Chain Services Corp. (formerly known as Titan Logistics
      Corp.) and KPMG LLP, Defendant(s)” pending in the Central District of
      California: United States District Court, CA Case #CV06-2529 (the “MAC
      Litigation”) will result in a probable and quantifiable material adverse effect
      on the business, operations, property or financial or other condition of the
      Borrower and its Subsidiaries taken as a whole (a “MAC Determination”), provided
      however, the obligation of the Borrower to so advise the Administrative Agent
      of
      a MAC Determination shall not be deemed to prevent the Administrative Agent
      and
      the Lenders from independently making a MAC Determination. Borrower and
      Administrative Agent each agree to notify the other party within five (5) days
      of making any MAC Determination; and

    


    (ii)     December
      31, 2008;

    


    the
      Lenders hereby waive Section 3.6(b) of the Credit Agreement and agree that
      the
      pendency of the MAC Litigation shall not constitute a breach of such
      representation.

    


    (C)        Cross
      Default.
      Until
      such time as a waiver is obtained of a cross default, if any, under Section
      20.8(g) of the Singapore Facility, as hereinafter defined, to the extent any
      cross default under same to the Credit Agreement has occurred and has not been
      cured or remedied by grant of the waivers in (A) and (B) above, the Lenders
      waive the application of Section 8(e) of the Credit Agreement with respect
      to
      any such cross default under the Singapore Facility to the Credit Agreement.
      “Singapore Facility” means the revolving credit facility in the amount of US
      $30,000,000.00 made available under the Revolving Credit Facility Deed
      guaranteed by the Borrower for the Borrower’s Foreign Subsidiary, Nu Horizons
      Electronics Asia Pte Ltd with the Hong Kong and Shanghai Banking Corporation
      Limited, as Facility Agent, dated November 20, 2006, as same may be
      amended.

    


    3.     Agreements.
      (a) The
      Borrower agrees that until such time as the Financial Statement Waiver
      Termination Date has occurred, the amount of the Borrowing Base, as calculated
      in accordance with clause (ii) of the definition of same, will be deemed reduced
      by the amount of $7,500,000.

    


    (b) 
The
      Borrower agrees that in consideration for the Lenders executing this Waiver,
      it
      shall pay a fee (the “Waiver Fee”) to the Administrative Agent for the account
      of each Lender that executed and delivered the Waiver on or prior to 5:00 p.m.
      (New York City time) on October 25, 2007 (or such later time as the Borrower
      and
      the Administrative Agent shall agree) in an amount equal to $15,000 to be shared
      pro rata among the waiving Lenders in proportion to their Revolving Credit
      Commitments. The Waiver Fee shall be earned upon the effective date of this
      Waiver and shall be payable on October 31, 2007.

    


    (c) 
The
      Borrower agrees that it will supplement the reports required by Section 5.1(4)
      of the Credit Agreement by providing copies of all pleadings filed in the MAC
      Litigation and copies of the correspondence and communications with the
      Borrower’s insurance carriers with respect to same. Additionally, the Borrower
      will provide the Administrative Agent with: (i) commencing with the calendar
      quarter ended December 31, 2007, updates, within ten (10) days of the end of
      each calendar quarter with respect to its own internal investigations related
      to
      the MAC Litigation to the extent that counsel to the Borrower reasonably
      determines that disclosure would not constitute a waiver of attorney-client
      privilege with respect to such information; and (ii) prompt notice of any
      material developments in the MAC Litigation (whether or not same would
      constitute a MAC Determination) since the date of the last quarterly report.
      Such additional reporting will include its counsel’s evaluation of Borrower’s
      position in the MAC Litigation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (d) 
The
      Borrower agrees that it will not borrow under or otherwise utilize the Singapore
      Facility until the waiver specified in 2(C) above is obtained.

    


    4.      Conditions
      to Effectiveness of this Waiver.
      This
      Waiver shall become effective upon receipt by the Administrative Agent of
      counterparts of this Waiver duly executed or consented to by the Borrower,
      the
      Administrative Agent and the Required Lenders.

    


    5. 
Borrower’s
      Acknowledgments.
      The
      Borrower acknowledges and agrees that the Borrower has no claims, counterclaims,
      offsets, or defenses to the Loan Documents and the performance of the Borrower’s
      obligations thereunder or if the Borrower did have any such claims,
      counterclaims, offsets or defenses to the Loan Documents or any transaction
      related to the Loan Documents, the same are hereby waived, relinquished and
      released in consideration of execution and delivery of this Waiver.

    


    6. 
Acknowledgement
      of Guarantors.
      The
      Guarantors acknowledge and consent to all of the terms and conditions of this
      Waiver and agree that this Waiver and all documents executed in connection
      herewith do not operate to reduce or discharge the Guarantors’ obligations under
      the Credit Agreement or the other Loan Documents. The Guarantors further
      acknowledge and agree that the Guarantors have no claims, counterclaims,
      offsets, or defenses to the Loan Documents and the performance of the
      Guarantors’ obligations thereunder or if the Guarantors did have any such
      claims, counterclaims, offsets or defenses to the Loan Documents or any
      transaction related to the Loan Documents, the same are hereby waived,
      relinquished and released in consideration of execution and delivery of this
      Waiver.

    


    7. 
Continuing
      Effect; No Other Waiver.
      Except
      as expressly set forth in this Waiver, all of the terms and provisions of the
      Loan Documents are ratified and confirmed, and are and shall remain in full
      force and effect and the Borrower shall continue to be bound by all of such
      terms and provisions.

    


    The
      Waiver provided for herein is limited as specified herein and shall not
      constitute any other waiver of the Loan Documents. The Borrower acknowledges
      and
      agrees that nothing in this Waiver shall constitute an indication of the
      Lenders’ willingness to consent to any other amendment or waiver of any other
      provision of the Credit Agreement or a waiver of any Default or Event of Default
      not referenced in this Waiver or for any other time period.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    8.      Expenses.  The
      Borrower agrees to pay and
      reimburse the Administrative Agent for all its reasonable out-of-pocket costs
      and expenses incurred in connection with the preparation and delivery of this
      Waiver, including, without limitation, the reasonable fees and disbursements
      of
      counsel to the Administrative Agent.

    


    9.     Counterparts.
      This
      Waiver may be executed by one or more of the parties to this Waiver on any
      number of separate counterparts (including by telecopy), and all of said
      counterparts taken together shall be deemed to constitute one and the same
      instrument. A set of the copies of this Waiver signed by the parties hereto
      shall be delivered to the Borrower and the Administrative Agent. The execution
      and delivery of this Waiver by any Lender, or by the Administrative Agent with
      the consent of any Lender, shall be binding upon such Lender’s successors and
      assigns (including transferees of its commitments and Loans in whole or in
      part
      prior to effectiveness hereof) and binding in respect of all of its commitments
      and Loans, including any acquired subsequent to its execution and delivery
      hereof and prior to the effectiveness hereof.

    


    10.     GOVERNING
      LAW.
      THIS
      WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS WAIVER SHALL
      BE
      GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF
      THE
      STATE OF NEW YORK.

    


    


    


    


    [REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the parties hereto have caused this Waiver to be executed
      and
      delivered by their respective duly authorized officers as of the date first
      above written.

     

    
      	 	 	 
	 	Borrower:
	 
 	
               

              HORIZONS
                ELECTRONICS CORP.

            
	 	 
	 	By:  	/s/ Kurt
              Freudenberg
	 	
              
                

              

              Kurt Freudenberg

              Executive Vice President, Treasurer and

              Chief Financial Officer

            
	 	 



      	 	 	 
	 	Guarantors:
	 
 	 
NIC
              COMPONENTS
              CORP. 
	 	 
	 	By:  	/s/ Kurt
              Freudenberg
	 	
              
                

              

              Kurt Freudenberg

              Executive Vice President, Treasurer and

              Chief Financial Officer

            
	 	 


    

     

    
      	 	 	 
	 	NU
              HORIZONS
              INTERNATIONAL CORP.
	 
 	 
 	 
 
	 	By:  	/s/ Kurt
              Freudenberg
	 	
              
                

              

              Kurt Freudenberg

              Executive Vice President, Treasurer and

              Chief Financial Officer

            
	 	 

 

    
      	 	 	 
	 	NUV
              INC.
	 
 	 
 	 
 
	 	By:  	/s/Kurt
              Freudenberg 
	 	
              
                

              

              Kurt Freudenberg

              Executive Vice President, Treasurer and

              Chief
                Financial Officer

            
	 	 




    
      	 	 	 
	 	TITAN
              SUPPLY CHAIN SERVICES CORP.
	 
 	 
 	 
 
	 	By:  	/s/ Kurt
              Freudenberg
	 	
              
                

              

              Kurt Freudenberg

              Executive Vice President, Treasurer and

              Chief Financial Officer

            
	 	 

 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	RAZOR
              ELECTRONICS,
              INC. 
	 
 	 
 	 
 
	 	By:  	/s/ Kurt
              Freudenberg
	 	
              
                

              

              Kurt Freudenberg

              Executive Vice President, Treasurer and

              Chief Financial Officer

            
	 	 


    

     

     

    
      	 	 	 
	 	NuXCHANGE
              B2B
              SERVICES, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Kurt
              Freudenberg
	 	
              
                

              

              Kurt Freudenberg

              Executive Vice President, Treasurer and

              Chief Financial Officer

            
	 	 


    

     

    
      	 	 	 
	 	Administrative
              Agent:
	 
 	 
 	
               

              CITIBANK,
                N.A., as Administrative Agent

            
	 	 	 
	 	By:  	/s/ Stuart
              N. Berman
	 	
              
                

              

              Stuart N. Berman

              Vice President

            
	 	 


    

     

    
      	 	 	 
	 	Documentation
              Agent:
	 
 	 
 	
              
BANK
                OF AMERICA, N.A.,

              as
                Documentation Agent

            
	 	 	 
	 	By:  	/s/ Steven
              J. Melicharek
	 	
              
                

              

              Steven J. Melicharek

              Senior Vice President

            
	 	 


    

     

    
      	 	 	 
	 	Syndication
              Agent:
	 
 	 
 	
              
JPMORGAN
                CHASE
                BANK, N.A.,

              as
                Syndication Agent

            
	 	 	 
	 	By:  	/s/ Alicia
              T.
              Schreibstein
	 	
              
                

              

              Alicia T. Schreibstein

              Vice President

            
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              ISRAEL
                DISCOUNT BANK OF NEW 

              YORK,
                as Syndication Agent

            
	 
 	 
 	 
 
	 	By:  	/s/ Scott
              Fishbein
	 	
              
                

              

              Scott Fishbein

              First Vice President

            
	 	 


    

     

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Roy
              Grossman
	 	
              
                

              

              Roy Grossman

              Senior Vice President

            
	 	 


    

       

     

    
      
        	 Notice
                Addresses: 	 Lenders:


      

    

     

    
      	 	 	 
	 CITIBANK,
              N.A.	CITIBANK,
              N.A.
	
              730
                Veterans Memorial Highway

              Hauppauge,
                NY
                11788

            	 
 	 
 
	 	By:  	/s/ Stuart
              N.
              Berman
	 	
              
                

              

              Stuart N. Berman

              Vice President

            
	 	 


    

     

    
      	 	 	 
	JPMORGAN
              CHASE BANK, N.A.	JPMORGAN
              CHASE BANK, N.A.
	395
              North Service Road, Floor 3
Melville, NY 11747	 
 	 
 
	 	By:  	/s/ Alicia
              T. Schreibstein
	 	
              
                

              

              Alicia T. Schreibstein

              Vice President

            
	 	 


    

       

    
      	 	 	 
	 ISRAEL
              DISCOUNT BANK OF NEW YORK	ISRAEL
              DISCOUNT
              BANK OF NEW YORK
	
              511
                Fifth Avenue 

              New
                York, NY 10017

            	 
 	 
 
	 	By:  	/s/ Scott
              Fishbein
	 	
              
                

              

              Scott Fishbein

              First Vice President

            
	 	 


    

     

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Roy
              Grossman
	 	
              
                

              

              Roy Grossman

              Senior Vice President

            
	 	 




     

    
      	 	 	 
	 BANK
              OF AMERICA, N.A.	BANK
              OF AMERICA, N.A.
	
              1185
                Avenue of the Americas

              New
                York, NY 10036

            	 
 	 
 
	 	By:  	/s/ Steven
              J. Melicharek
	 	
              
                

              

              Steven J. Melicharek

              Senior Vice President

            
	 	 


    

       

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      

    
      	 	 	 
	SOVEREIGN
              BANK	SOVEREIGN
              BANK
	330
              South Service Road
Melville, NY 11474 	 
 	 
 
	 	By:  	/s/ Christine
              Gerula
	 	
              
Christine
              Gerula
	 	Senior
              Vice President


    

     

    
      	 	 	 
	
              HSBC
                BANK USA, NATIONAL

              ASSOCIATION  

            	
              HSBC
                BANK USA, NATIONAL

              ASSOCIATION

            
	534
              Broad Hollow Road
Melville, NY 11747	 
 	 
 
	 	By:  	/s/ Christopher
              J. Mendelsohm
	 	
              
                

              

              Christopher J. Mendelsohn

              First Vice President

            
	 	 


    

      

    
      	 	 	 
	NORTH
              FORK BANK,	NORTH
              FORK
              BANK
	
              A
                DIVISION OF CAPITAL ONE, N.A.
275 Broadhollow Road

              Melville,
                NY
                11747

            	CAPITAL
              ONE,
              N.A.
 
	 	By:  	/s/Kevin
              Brown 
	 	
              
                

              

              Kevin Brown

              Senior Vice President

            
	 	 

 

    
      	 	 	 
	BANK
              LEUMI USA	BANK
              LEUMI USA
	
              48
                South Service Road
Suite 200

              Melville,
                NY
                11747

            	 
 	 
 
	 	By:  	/s/ Paul
              Tine
	 	
              
Paul
              Tine
	 	First
              Vice President