CONSENT
      AND

    FOURTH
      AMENDMENT TO CREDIT AGREEMENT

    


    FOURTH
      AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 29, 2008
      (the “Fourth Amendment”) by and among NU HORIZONS ELECTRONICS CORP., a
      Delaware corporation having its executive offices at 70 Maxess Road, Melville,
      New York (the “Borrower”), each of the lenders that is a signatory thereto
      identified under the caption “Lenders”
on
      the
      signature pages to the Credit Agreement (as defined below) (individually, a
      “Lender”, and collectively, the “Lenders”), BANK OF AMERICA, N.A., a national
      banking association, as Documentation Agent for the Lenders, JPMORGAN CHASE
      BANK, N.A., a national banking association, as Syndication Agent for the
      Lenders, ISRAEL DISCOUNT BANK OF NEW YORK, a New York bank, as Syndication
      Agent
      for the Lenders and CITIBANK, N.A., a national banking association, as
      administrative agent for the Lenders (the “Administrative Agent”).

    


    RECITALS

    


    The
      Borrower, the Lenders, the Documentation Agent, the Syndication Agents and
      the
      Administrative Agent entered into an Amended and Restated Credit Agreement
      dated
      as of January 31, 2007, as amended by a Consent and First Amendment to Credit
      Agreement dated as of June 6, 2007, a Second Amendment dated as of January
      4,
      2008 and a Third Amendment dated as of May 30, 2008 (collectively, the “Credit
      Agreement”), pursuant to which certain financial accommodations were made
      available to the Borrower.

    


    The
      Borrower has requested that the Lenders and the Administrative Agent consent
      to
      the additional time provided for herein to comply with Section 5.11 of the
      Credit Agreement and modify certain of the terms set forth in the Credit
      Agreement and the Lenders and the Administrative Agent are willing to grant
      such
      consent and modify such terms but only upon and subject to the following terms
      and conditions.

    


    NOW
      THEREFORE,
      in
      consideration of the premises and mutual covenants and promises exchanged
      herein, the parties hereto mutually agree as follows:

    


    Section
      1. Definitions.
      Except
      as otherwise defined in this Fourth Amendment, terms defined in the Credit
      Agreement are used herein as defined therein.

    


    Section
      2. Consent.
      Subject
      to the satisfaction of the conditions precedent set forth in Section 4 below,
      and notwithstanding anything to the contrary contained in Section 5.11 of the
      Agreement, the Lenders consent to the Borrower having a period of thirty (30)
      days after the Borrower’s purchase of all of the issued and outstanding shares
      of C-88 A/S, a company incorporated under the laws of Denmark, in accordance
      with the terms of the Agreement as amended to provide evidence of the
      Acquisition and the pledge of 65% of such entity’s capital stock to the
      Administrative Agent.

     

    Section
      3. Amendment.
      Subject
      to the satisfaction of the conditions precedent specified in Section 4
      below:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (A) Section
      1.1 of the Credit Agreement is hereby amended by deleting clause (i) of the
      definition of “Permitted Acquisition” and substituting the following
      therefor:

    


    “(i) The
      total
      consideration, including the cash purchase price for such Acquisition and any
      Funded Debt incurred or assumed in connection therewith, does not exceed
      $15,000,000, nor exceed a total consideration of $20,000,000 in the aggregate
      for Foreign Acquisitions and the aggregate total consideration for all
      Acquisitions consummated during the Commitment Period does not exceed
      $25,000,000;”

    


    (B) Section
      2.4 of the Credit Agreement is hereby amended by deleting same and substituting
      the following therefor:

    


    “2.4 Interest.
      Interest on each Revolving Credit Loan shall be at a per annum rate to be
      elected by the Borrower, in accordance with Section 2.5 hereof, and shall be
      either a fluctuating rate equal to the Prime Rate or, subject to availability,
      the Reserve Adjusted LIBOR for Interest Periods selected by the Borrower plus
      1.50% for the period up to an including 8/28/08 and plus 1.75% for the period
      commencing 8/29/08. Interest on each Prime Rate Loan shall be payable monthly
      in
      arrears to the Administrative Agent for the pro rata benefit of the Lenders,
      on
      the first Business Day of each month, commencing on the first such day to occur
      after the pertinent Revolving Credit Loan is made and upon payment in full
      thereof. Interest on each Eurodollar Loan shall be payable to the Administrative
      Agent for the pro rata benefit of the Lenders in arrears (i) in the case of
      Eurodollar Loans with Interest Periods of three months or less, at the end
      of
      each applicable Interest Period and (ii) in the case of Eurodollar Loans with
      Interest Periods of more than three months, on the numerically corresponding
      day
      that falls three months after the beginning of such Interest Period and at
      the
      end of the applicable Interest Period. Whenever the unpaid principal balance
      of
      any Revolving Credit Loan shall become due and payable (whether at the stated
      maturity thereof, by acceleration or otherwise) interest shall thereafter be
      payable, on demand, to the Administrative Agent for the pro rata benefit of
      the
      Lenders at the Involuntary Rate. Interest on each Revolving Credit Loan shall
      be
      calculated on the basis of a year of 360 days for the actual number of days
      elapsed.”

    


    (C) Section
      2.8(a) of the Credit Agreement is hereby amended by deleting same and
      substituting the following therefor:

     

    
      
        
        

      

      
        - 2 -

        
          

        

      

      
        
        

      

    

    


    “(a) Commitment
      Fees.
      As
      additional compensation for the Revolving Credit Commitments, the Borrower
      agrees to pay to the Administrative Agent for the pro rata benefit of the
      Lenders a commitment fee for the Commitment Period based on the average daily
      unused portion of the Total Revolving Credit Commitment (without reference
      to
      the Borrowing Base) which fee shall accrue at a rate of .20% for the period
      up
      to and including 8/28/08 and at a rate of .25% thereafter.”

    


    (D) Section
      6.1 of the Credit Agreement is hereby amended by deleting same and substituting
      the following therefor:

    


    “6.1 Capital
      Base.
      Maintain a minimum Capital Base, as defined herein, as at 5/31/08 and at the
      end
      of each fiscal quarter thereafter of at least the sum of $124,000,000 plus
      75%
      of cumulative consolidated quarterly net income of the Borrower and its
      Subsidiaries after 5/31/08. In addition, 75% of the net proceeds received by
      the
      Borrower or its Subsidiaries from any equity offering will be added to the
      applicable Capital Base amount required as set forth above for the next
      succeeding fiscal quarter and in each fiscal quarter thereafter. Net losses,
      if
      any, will not be deducted from the applicable calculation of Capital Base.
      Capital Base shall mean for the Borrower and its Subsidiaries on a consolidated
      basis the sum of Tangible Net Worth plus Subordinated Debt.”

    


    (E) Section
      6.2 of the Credit Agreement is hereby amended by deleting same and substituting
      the following therefor:

    


    “6.2 Domestic
      Capital Base.
      Maintain a minimum Domestic Capital Base, as defined herein, as at 5/31/08
      and
      at the end of each fiscal quarter thereafter of at least the sum of $116,000,000
      plus 75% of cumulative consolidated quarterly net income of the Borrower and
      its
      Domestic Subsidiaries after 5/31/08. In addition, 75% of the net proceeds
      received by the Borrower or its Domestic Subsidiaries from any equity offering
      will be added to the applicable Domestic Capital Base amount required as set
      forth above for the next succeeding fiscal quarter and in each fiscal quarter
      thereafter. Net losses, if any, will not be deducted from the applicable
      calculation of Domestic Capital Base. Domestic Capital Base shall mean for
      the
      Borrower and its Domestic Subsidiaries on a consolidated basis the sum of
      Tangible Net Worth plus Subordinated Debt, in each case, of the Borrower and
      its
      Domestic Subsidiaries.”

    


    
      
        
        

      

      
        - 3 -

        
          

        

      

      
        
        

      

    

    


    Section
      4. Conditions
      Precedent.
      The
      consent set forth in Section 2 and the amendments to the Credit Agreement set
      forth in Section 3 hereof shall become effective, on the date of this Fourth
      Amendment, upon the execution and delivery of this Fourth Amendment by the
      Borrower, the Administrative Agent and each of the Lenders and the satisfaction
      of the following conditions:

    


    (A) Certified
      Copies and Other Documents.
      The
      Administrative Agent shall have received certificates of an officer of the
      Borrower and each Guarantor dated the date of this Fourth Amendment certifying
      (x) no changes in their respective certificates of incorporation or by-laws
      from
      the date of the Agreement or attaching copies of any amendments, (y) true and
      correct copies of resolutions adopted by the board of directors of the Borrower
      and each Guarantor(1) authorizing the borrowings and the other extensions of
      credit from the Lenders under the Agreement as amended hereby, the execution,
      delivery and performance by the Borrower and each Guarantor of this Fourth
      Amendment, and any related documents (2) approving forms in substantially
      execution form of this Fourth Amendment, and any related documents and (3)
      authorizing officers of the Borrower and each Guarantor to execute and deliver
      this Fourth Amendment, and any related documents, and (z) the incumbency and
      specimen signatures of the officers of the Borrower and each Guarantor executing
      any documents delivered to the Administrative Agent or a Lender by the Borrower
      and each Guarantor in connection herewith.

    


    (B) Approval
      of the Administrative Agent and Agent’s Counsel.
      All
      other documents and legal matters in connection with the transactions
      contemplated by this Fourth Amendment shall be satisfactory in form and
      substance to the Administrative Agent and its counsel.

    


    Section
      5. Representations
      and Warranties.
      The
      Borrower represents and warrants to the Lenders that the representations and
      warranties set forth in the Credit Agreement and in the other Loan Documents
      are
      true and complete on the date of this Fourth Amendment and as if made on and
      as
      of the date hereof (or, if such representation or warranty is expressly stated
      to have been made as of a specific date, as of such specific date).

    


    Section
      6. 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 Fourth
      Amendment.

    


    Section
      7. Acknowledgement
      of Guarantors.
      The
      Guarantors acknowledge and consent to all of the terms and conditions of this
      Fourth Amendment and agree that this Fourth Amendment 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
      Fourth Amendment.

     

    
      
        
        

      

      
        - 4 -

        
          

        

      

      
        
        

      

    

    


    Section
      8. Governing
      Law; Execution in Counterparts.
      Except
      as herein provided, the Credit Agreement shall remain unchanged and in full
      force and effect. This Fourth Amendment may be executed in any number of
      counterparts, all of which taken together shall constitute one and the same
      amendatory instrument and any of the parties hereto may execute this Fourth
      Amendment by signing any such counterpart. This Fourth Amendment shall be
      governed by, and construed in accordance with, the internal laws of the State
      of
      New York (without regard to New York conflicts of laws principles).

    


    Section
      9. Amendment
      Fee.
      The
      Borrower agrees that in consideration for the Lenders executing this Fourth
      Amendment, it shall pay a fee (the “Amendment Fee”) to the Administrative Agent
      for the account of each Lender that executed and delivered this Fourth Amendment
      on or prior to 5:00 p.m. (New York City time) on August 29, 2008 (or such later
      time as the Borrower and the Administrative Agent shall agree) in an amount
      equal to $75,000.00 to be shared pro rata among the Lenders so executing and
      delivering this Fourth Amendment in proportion to their Revolving Credit
      Commitments. The Amendment Fee shall be earned upon the effective date of this
      Fourth Amendment and shall be payable on September 3, 2008.

    


    Section
      10. Expenses,
      etc.
      The
      Borrower agrees to pay or reimburse the Administrative Agent for all reasonable
      out-of-pocket costs and expenses of the Administrative Agent (including, without
      limitation, the reasonable fees and expenses of Certilman Balin Adler &
Hyman, LLP) in connection with the negotiation, preparation, execution and
      delivery of this Fourth Amendment and the transactions contemplated
      hereby.

    


    Section
      11. Effective
      Date.
      This
      Fourth Amendment is dated for convenience as of August 29, 2008 and shall be
      effective as of such date, on the delivery of an executed counterpart to the
      Borrower upon satisfaction of the conditions precedent contained in Section
      4
      hereof.

    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        - 5 -

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Fourth Amendment to Credit Agreement to be
      duly
      executed and delivered by their duly authorized officers, all as of the day
      and
      year first above written.

    

      
        	
                Borrower:

              
	 	 
	
                NU
                  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

              
	 	 
	
                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

              


      

       

      
        
          
          

        

        
          - 6 -

          
            

          

        

        
          
          

        

      

       

      
        	
                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/Richard
                  Romano

              
	 	
                Richard
                  Romano

              
	 	
                Senior
                  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/John
                  K. Budzynski

              
	
                Name:

              	
                John
                  K. Budzynski

              
	
                Title:

              	
                Senior
                  Vice President

              
	 	 
	
                ISRAEL
                  DISCOUNT BANK OF NEW YORK, as Syndication Agent

              
	 	 
	
                By:

              	
                /s/Jeffrey
                  S. Ackerman

              
	
                Name: 

              	
                Jeffrey
                  S. Ackerman

              
	
                Title:

              	
                Senior
                  Vice President

              
	 	 
	
                By:

              	
                /s/Barry
                  Solomon

              
	
                Name:

              	
                Barry
                  Solomon

              
	
                Title:

              	
                First
                  Vice President

              


      

    

    
       

      
        
          
          

        

        
          - 7 -

          
            

          

        

        
          
          

        

      

    

    

      
        	
                Notice
                  Addresses:

              	
                Lenders:

              
	 	 	 
	
                CITIBANK,
                  N.A.

              	
                CITIBANK,
                  N.A.

              
	
                730
                  Veterans Memorial Highway

              	 	 
	
                Hauppauge,
                  NY 11788

              	
                By:

              	
                /s/Richard
                  Romano

              
	 	 	
                Richard
                  Romano

              
	 	 	
                Senior
                  Vice President

              
	 	 	 
	
                JPMORGAN
                  CHASE BANK, N.A.

              	
                JPMORGAN
                  CHASE BANK, N.A.

              
	
                395
                  North Service Road, Floor 3

              	 	 
	
                Melville,
                  NY 11747

              	
                By:

              	
                /s/John
                  K. Budzynski

              
	 	
                Name:

              	
                John
                  K. Budzynski

              
	 	
                Title:

              	
                Senior
                  Vice President

              
	 	 	 
	
                ISRAEL
                  DISCOUNT BANK OF NEW YORK

              	
                ISRAEL
                  DISCOUNT BANK OF NEW YORK

              
	
                511
                  Fifth Avenue

              	 	 
	
                New
                  York, NY 10017

              	
                By:

              	
                /s/Jeffrey
                  S. Ackerman

              
	 	
                Name:

              	
                Jeffrey
                  S. Ackerman

              
	 	
                Title:

              	
                Senior
                  Vice President

              
	 	 	 
	 	
                By:

              	
                /s/Edward
                  Behnen

              
	 	
                Name: 

              	
                Edward
                  Behnen

              
	 	
                Title:

              	
                AVP

              
	 	 	 
	
                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 11747

              	
                By:

              	
                /s/Christine
                  Gerula

              
	 	 	
                Christine
                  Gerula

              
	 	 	
                Senior
                  Vice President

              
	 	 	 
	
                HSBC
                  BANK USA, NATIONAL 

              	
                HSBC
                  BANK USA, NATIONAL

              
	
                ASSOCIATION

              	
                ASSOCIATION

              
	
                534
                  Broad Hollow Road

              	 	 
	
                Melville,
                  NY 11747

              	
                By:

              	
                /s/Christopher
                  J. Mendelsohn

              
	 	 	
                Christopher
                  J. Mendelsohn

              
	 	 	
                First
                  Vice President

              


      

       

      
        
          
          

        

        
          - 8 -

          
            

          

        

        
          
          

        

      

       

      
        	
                CAPITAL
                  ONE, N.A.,

              	
                CAPITAL
                  ONE, N.A.,

              
	
                275
                  Broadhollow Road

              	
                formerly
                  known as North Fork Bank

              
	
                Melville,
                  NY 11747

              	 	 
	 	
                By:

              	    

	 	 	
                Kevin
                  Brown

              
	 	 	
                Senior
                  Vice President

              
	 	 	 
	
                BANK
                  LEUMI USA

              	
                BANK
                  LEUMI USA

              
	
                562
                  Fifth Ave.

              	 	 
	
                New
                  York, NY 10036

              	
                By:

              	
                /s/Eric
                  A. Halpern

              
	 	
                Name: 

              	
                Eric
                  A. Halpern

              
	 	
                Title:

              	
                Senior
                  Vice President

              
	 	 	 
	
                NEW
                  YORK COMMERCIAL BANK

              	
                NEW
                  YORK COMMERCIAL BANK

              
	
                1
                  Jericho Plaza

              	 	 
	
                Jericho,
                  NY 11753

              	
                By: 

              	
                /s/
                  Robert T. Stratford, Jr.

              
	 	 	
                Robert
                  T. Stratford, Jr.

              
	 	 	
                Senior
                  Vice President

              


      

    

     

    
      
        
        

      

      
        - 9 -