Execution
Version

      


      EQUITY
REPURCHASE WAIVER AGREEMENT

      


      This EQUITY REPURCHASE WAIVER AGREEMENT
(this “Agreement”) is dated
as of March 20, 2009, and is entered into by and among Encompass Parts
Distribution, Inc., a Delaware corporation, as issuer (the “Issuer”), any
Subsidiary of Parent (as defined below) from time to time party to that certain
Amended and Restated Note Purchase Agreement dated as of August 1, 2008, as
amended (the “Note
Purchase Agreement”), Encompass Group Affiliates, a Florida corporation
(the “Parent”),
SpectruCell, Inc., a Delaware corporation (“SpectruCell”), Hudson
Street Investments, Inc., a Delaware corporation (“Hudson Street”),
Cyber-Test, Inc., a Delaware corporation (“Cyber-Test”), Vance
Baldwin, Inc., a Florida corporation (“Vance Baldwin”), and
Tritronics, Inc. (“Tritronics”), a
Maryland corporation, as guarantors (the Issuer, Parent, SpectruCell, Hudson
Street, Cyber-Test, Vance Baldwin, Tritronics and any subsidiary of Parent that
executes a counterpart or joinder to the Note Purchase Agreement together being
referred to as the “Note Parties”, and
each such Person, a “Note Party”), Sankaty
Advisors, LLC, as First Lien Collateral Agent for the Senior Note Purchasers and
Second Lien Collateral Agent for the Subordinated Note Purchasers, and each
Senior Note Purchaser and Subordinated Note Purchaser listed on Schedule I and Schedule I(A) to the
Note Purchase Agreement, their successors and assignees (together, the “Note Purchasers”).
Capitalized terms note otherwise defined herein shall have the meanings given
such terms in the Note Purchase Agreement.

      


      RECITALS

      


      WHEREAS, Parent desires to repurchase
3,000,000,000 shares of its publicly held common stock from YA Global
Investments, L.P. for the aggregate purchase price of $300,000 (the “Repurchase”);

      


      WHEREAS, Section 7.16 of the
Note Purchase Agreement provides that no Note Party shall make any Restricted
Payments, including, without limitation, any payment on account of the purchase
of such Note Party’s Stock (the “Covenant”);
and

      


      WHEREAS, Issuer has requested that the
Note Purchasers waive any existing and future default under the Covenant with
regard to the Repurchase (the “Default”).

      


      NOW, THEREFORE, in consideration of the
foregoing, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Note Parties and the Note
Purchasers agree as follows:

      


      
        	
                SECTION
    1.

              	
                WAIVER.  Each
      of the Note Purchasers hereby waives the
  Default.

              


      

      


      
        	
                SECTION
    2.

              	
                NO FURTHER
      WAIVER.  Except as expressly provided herein, this
      Agreement shall not be deemed to be a waiver, release or cure of, or a
      consent to, any default other than as set forth in Section
    1.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                SECTION
    3.

              	
                PREPAYMENT. The Issuer
      agrees to make a payment, simultaneously upon the closing of the
      Repurchase, in the aggregate amount of $303,000 (the “Payment”). The
      Payment shall include (a) the prepayment of the Senior Notes in aggregate
      principal amount of $300,000 (the "Prepayment"),
      notwithstanding Section 3.2.3
      of the Note Purchase Agreement requiring prepayments to be paid in
      increments of $250,000, and (b) the payment of the Applicable Premium in
      the aggregate amount of $3,000. Such Payment shall be made in accordance
      with Section
      3.3 of the Note Purchase Agreement.  The Prepayment and
      Applicable Premium shall not constitute any item listed under clause (b)
      of the definition of “Excess Cash Flow”, including, without limitation, a
      prepayment of the Notes.

              


      

      


      
        	
                SECTION
    4.

              	
                EXPIRATION.  The
      Note Parties agree to use reasonable efforts to consummate the Repurchase
      within thirty (30) days of the date of this Agreement.  If the
      Repurchase is not completed within such thirty-day (30) period, the waiver
      set forth in Section 1 hereof shall become null and void and the Note
      Purchasers shall be entitled to exercise any rights and remedies with
      respect to future repurchases of equity as they may have under the Note
      Purchase Agreement or otherwise.

              


      

      


      
        	
                SECTION
      5.

              	
                MISCELLANEOUS.

              


      

      


      (a) Modification of
Agreement. This Agreement may not be modified, altered or amended except
by an agreement in writing signed by all of the parties hereto.

      


      (b) No Novation, etc.
This Agreement is not intended to be, nor shall it be construed to create, a
novation or accord and satisfaction, and, except as otherwise expressly stated
herein, the Note Purchase Agreement and related Note Documents remain in full
force and effect.

      


      (c) Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. The Note
Purchase Agreement and related Note Documents and this Agreement express the
entire understanding of the parties with respect to the subject matter hereof
and thereof and supersede all prior agreements, whether oral or written, express
or implied.

      


      (d) Section Titles. The
section titles contained in this Agreement are for convenience of reference only
and are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of the Agreement among the parties
hereto.

      


      (e) Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall
constitute an original, but all of which taken together shall constitute one and
the same instrument. Delivery of an executed signature page of this Agreement by
facsimile  or electronic transmission shall be effective as delivery
of a manually executed counterpart hereof.

      


      (f) Governing Law. This
Agreement shall be governed by, and shall be construed and enforced in
accordance with, the laws of the State of New York.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

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


     

    
      
        	
                THE
      ISSUER:

              	
                ENCOMPASS
      PARTS

              
	 
      	
                DISTRIBUTION,
      INC., a Delaware corporation

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John E. Donahue

              
	 
      	 
      	
                Name:
      John E. Donahue

              
	 
      	 
      	
                Title:
      Chief Financial Officer

              


      

    

    


    
      
        	
                SUBSIDIARIES:

              	
                ENCOMPASS PARTS DISTRIBUTION, S. DE R.L. DE C.V.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John E.
      Donahue

              
	 
      	 
      	
                Name:
      John E. Donahue

              
	 
      	 
      	
                Title:
      Chief Financial Officer

              
	 
      	 
      
	 
      	
                ENCOMPASS
      SERVICE SOLUTIONS, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John E. Donahue

              
	 
      	 
      	
                Name:
      John E. Donahue

              
	 
      	 
      	
                Title:
      Chief Financial Officer

              


      

    

    
       

      [Signature
Page to Equity Repurchase Waiver]


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


    

    


    
      
        	
                GUARANTORS:

              	
                ENCOMPASS
      GROUP AFFILIATES, INC., a Florida

              
	 
      	
                corporation

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John E. Donahue

              
	 
      	 
      	
                Name:
      John E. Donahue

              
	 
      	 
      	
                Title:
      Chief Financial Officer

              
	 
      	 
      	 
      
	 
      	
                SPECTRUCELL,
      INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John E. Donahue

              
	 
      	 
      	
                Name:
      John E. Donahue

              
	 
      	 
      	
                Title:
      Chief Financial Officer

              
	 
      	 
      
	 
      	
                HUDSON
      STREET INVESTMENTS, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John E. Donahue

              
	 
      	 
      	
                Name:
      John E. Donahue

              
	 
      	 
      	
                Title:
      Chief Financial Officer

              
	 
      	 
      
	 
      	
                CYBER-TEST,
      INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John E. Donahue

              
	 
      	 
      	
                Name:
      John E. Donahue

              
	 
      	 
      	
                Title:
      Chief Financial Officer

              
	 
      	 
      
	 
      	
                VANCE
      BALDWIN, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John E. Donahue

              
	 
      	 
      	
                Name:
      John E. Donahue

              
	 
      	 
      	
                Title:
      Chief Financial Officer

              
	 
      	 
      
	 
      	
                TRITRONICS,
      INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John E. Donahue

              
	 
      	 
      	
                Name:
      John E. Donahue

              
	 
      	 
      	
                Title:
      Chief Financial Officer

              


      

    

     

    
      [Signature
Page to Equity Repurchase Waiver]

       

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      
        
          
            
              	
                      NOTE
      PURCHASERS:

                    	
                      SANKATY
      CREDIT OPPORTUNITIES II, L.P.

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ Michael Ewald

                    
	 
      	 
      	
                      Name:
      Michael Ewald

                    
	 
      	 
      	
                      Title:
      Managing Director

                    
	 
      	 
      	 
      
	 
      	
                      SANKATY
      CREDIT OPPORTUNITIES III, L.P.

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ Michael Ewald

                    
	 
      	 
      	
                      Name:
      Michael Ewald

                    
	 
      	 
      	
                      Title:
      Managing Director

                    
	 
      	 
      	 
      
	 
      	
                      SANKATY
      CREDIT OPPORTUNITIES IV, L.P.

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ Michael Ewald

                    
	 
      	 
      	
                      Name:
      Michael Ewald

                    
	 
      	 
      	
                      Title:
      Managing Director

                    
	 
      	 
      
	
                      -

                    	
                      SANKATY
      CREDIT OPPORTUNITIES

                    
	 
      	
                      (OFFSHORE
      MASTER) IV, L.P.

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ Michael Ewald

                    
	 
      	 
      	
                      Name:
      Michael Ewald

                    
	 
      	 
      	
                      Title:
      Managing Director

                    
	 	 
	 
      	RGIP,
      LLC
	 
      	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Name:

                    
	 
      	 
      	
                      Title:
      Managing Member

                    
	 
      	 
      	 
      
	
                      FIRST
      LIEN COLLATERAL AGENT:

                    	
                      SANKATY
      ADVISORS, LLC

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ Michael Ewald

                    
	 
      	 
      	
                      Name:
      Michael Ewald

                    
	 
      	 
      	
                      Title:
      Managing Director

                    
	 
      	 
      	 
      
	
                      SECOND
      LIEN COLLATERAL AGENT:

                    	
                      SANKATY
      ADVISORS, LLC

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ Michael Ewald

                    
	 
      	 
      	
                      Name:
      Michael Ewald

                    
	 
      	 
      	
                      Title:
      Managing
Director

                    


            

          

        

      

    

     

    [Signature Page to Equity Repurchase
Waiver]


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      
        
          
            
              
                
                  
                    	
                            NOTE
      PURCHASERS:

                          	
                            SANKATY
      CREDIT OPPORTUNITIES II, L.P.

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:
      Managing Director

                          
	 
      	 
      	 
      
	 
      	
                            SANKATY
      CREDIT OPPORTUNITIES III,

                          
	 
      	
                            L.P.

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:
      Managing Director

                          
	 
      	 
      	 
      
	 
      	
                            SANKATY
      CREDIT OPPORTUNITIES IV,

                          
	 
      	
                            L.P.

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:
      Managing Director

                          
	 
      	 
      	 
      
	 
      	
                            SANKATY
      CREDIT OPPORTUNITIES

                          
	 
      	
                            (OFFSHORE
      MASTER) IV, L.P.

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:
      Managing Director

                          
	 
      	 
      	 
      
	 
      	
                            RGIP,
      LLC

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	
                            /s/ Alfred O. Rose

                          
	 
      	 
      	
                            Name:
      Alfred O. Rose

                          
	 
      	 
      	
                            Title:
      Managing Member

                          
	 
      	 
      	 
      
	
                            FIRST
      LIEN COLLATERAL AGENT:

                          	
                            SANKATY
      ADVISORS, LLC

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:
      Managing Director

                          
	 
      	 
      	 
      
	
                            SECOND
      LIEN COLLATERAL AGENT:

                          	
                            SANKATY
      ADVISORS, LLC

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:
      Managing
Director

                          


                  

                

              

            

          

        

      

    

    
       

      [Signature
Page to Equity Repurchase Waiver]