EXHIBIT
        4.5

       

    

    AMENDED
      AND RESTATED

    SECOND
      LIEN PLEDGE AND SECURITY AGREEMENT

    


    This
      AMENDED
      AND RESTATED SECOND LIEN PLEDGE AND SECURITY AGREEMENT (the
      "Security
      Agreement"),
      dated
      as of August 1, 2008, between ENCOMPASS
      GROUP AFFILIATES, INC.,
      a
      Delaware corporation, (“Encompass”),
      ENCOMPASS
      GROUP AFFILIATES, INC.,
      a
      Florida corporation (“Encompass
      Florida”),
      SPECTRUCELL,
      INC.,
      a
      Delaware corporation (“SpectruCell”),
      HUDSON
      STREET INVESTMENTS, INC.,
      a
      Delaware corporation (“Hudson
      Street”),
      CYBER-TEST,
      INC.,
      a
      Delaware corporation (“Cyber-Test”),
      TRITRONICS,
      INC.,
      a
      Maryland corporation ("Tritronics")
      and
VANCE
      BALDWIN, INC., a
      Florida
      corporation (“Vance
      Baldwin”
and,
      together with Encompass, Encompass Florida, SpectruCell, Hudson Street,
      Cyber-Test and Tritronics, each a “Grantor”)
      and
SANKATY
      ADVISORS, LLC,
      in its
      capacity as second lien collateral agent (the “Second
      Lien Agent”)
      for
      the Subordinated Note Purchasers. 

     

    W I T N E S S E T
60;H:

    


    WHEREAS,
      pursuant to that certain Note Purchase Agreement, dated as of August 17, 2007,
      by and among Encompass, Encompass Florida (formerly known as Advanced
      Communications Technologies, Inc.), SpectruCell, Hudson Street, Cyber-Test,
      Vance Baldwin, Persons designated as “Guarantors” on the signature pages
      thereof, First Lien Collateral Agent, Second Lien Agent and the persons
      signatory thereto as Note Purchasers (including all annexes, exhibits and
      schedules thereto, as from time to time amended, restated, supplemented or
      otherwise modified, the “Original
      Note Purchase Agreement”),
      the
      Senior Note Purchasers purchased Senior Notes due 2012 and the Subordinated
      Note
      Purchasers purchased Series A Subordinated Notes due 2013 (collectively, the
      “Original
      Notes”);

     

    WHEREAS,
      in
      connection with the Original Note Purchase Agreement, Encompass, Encompass
      Florida, SpectruCell, Hudson Street, Cyber-Test and Vance Baldwin (collectively,
      the "Original
      Grantors")
      entered into that certain Second Lien Pledge and Security Agreement, dated
      as of
      August 17, 2007 (the "Original
      Security Agreement"),
      with
      the Second Lien Agent, pursuant to which the Original Grantors granted a
      continuing Lien on the Collateral (each as hereinafter defined) to secure the
      Subordinated Note Obligations in respect of the Series A Subordinated Notes
      as
      provided therein;

     

    WHEREAS,
      the
      Original Grantors, Tritronics, Persons designated as “Guarantors” on the
      signature pages thereof, First Lien Collateral Agent, Second Lien Agent and
      the
      persons signatory thereto as Note Purchasers have agreed to enter into that
      certain Amended and Restated Note Purchase Agreement, dated as of the date
      hereof (including all annexes, exhibits and schedules thereto, as from time
      to
      time amended, restated, supplemented or otherwise modified, the “Note
      Purchase Agreement”),
      which
      amends and restates in its entirety the Original Note Purchase
      Agreement;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
      pursuant to the Note Purchase Agreement, the Subordinated Note Purchasers have
      agreed to purchase Series B Subordinated Notes due 2013 (together with the
      Series A Subordinated Notes, the "Subordinated
      Notes");

     

    WHEREAS,
      in
      order to induce the Subordinated Note Purchasers to enter into the Note Purchase
      Agreement and other Note Documents and to induce the Subordinated Note
      Purchasers to purchase the Subordinated Notes as provided for in the Note
      Purchase Agreement, each Grantor has agreed to grant a continuing Lien on the
      Collateral (each as hereinafter defined) to secure the Subordinated Note
      Obligations as provided herein;

     

    WHEREAS,
      it is a
      condition precedent to the effectiveness of the Note Purchase Agreement that
      the
      Grantors shall have executed and delivered this Security Agreement to the Second
      Lien Agent
      as
      replacement of the Original Security Agreement;

     

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

     

    1. DEFINED
      TERMS.
      

     

    (a) All
      capitalized terms used but not otherwise defined herein have the meanings given
      to them in the Note Purchase Agreement or in Appendix
      I
      thereto.
      All other terms contained in this Security Agreement, unless the context
      indicates otherwise, have the meanings provided for by the Code to the extent
      the same are used or defined therein.

     

    (b) “Account
      Debtor”
means
      any Person who may become obligated to any Note Party under, with respect to,
      or
      on account of, an Account, Chattel Paper or General Intangibles (including
      a
      payment intangible).

     

    (c) “Accounts”
means
      collectively all “accounts,” as such term is defined in the Code, now owned or
      hereafter acquired by any Note Party, including (a) all accounts receivable,
      other receivables, book debts and other forms of obligations (including any
      such
      obligations that may be characterized as an account or contract right under
      the
      Code), (b) all of each Note Party’s rights in, to and under all purchase orders
      or receipts for goods or services, (c) all of each Note Party’s rights to any
      goods represented by any of the foregoing (including unpaid sellers’ rights of
      rescission, replevin, reclamation and stoppage in transit and rights to
      returned, reclaimed or repossessed goods), (d) all rights to payment due to
      any
      Note Party for property sold, leased, licensed, assigned or otherwise disposed
      of, for a policy of insurance issued or to be issued, for a secondary obligation
      incurred or to be incurred, or for services rendered or to be rendered by such
      Note Party or in connection with any other transaction (whether or not yet
      earned by performance on the part of such Note Party) and (e) all collateral
      security of any kind, given by any Account Debtor or any other Person with
      respect to any of the foregoing.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (d) “Code”
means
      the Uniform Commercial Code as the same may, from time to time, be enacted
      and
      in effect in the State of New York; provided,
      that to
      the extent that the Code is used to define any term herein or in any other
      Note
      Document and such term is defined differently in different Articles of the
      Code,
      the definition of such term contained in Article 9 shall govern; provided further,
      that in
      the event that, by reason of mandatory provisions of law, any or all of the
      attachment, perfection or priority of, or remedies with respect to, Second
      Lien
      Agent’s or any Note Purchaser’s Lien on any Collateral is governed by the
      Uniform Commercial Code as enacted and in effect in a jurisdiction other than
      the State of New York, the term “Code”
shall
      mean the Uniform Commercial Code as enacted and in effect in such other
      jurisdiction solely for purposes of the provisions thereof relating to such
      attachment, perfection, priority or remedies and for purposes of definitions
      related to such provisions.

     

    (e) “Contracts”
means
      all “contracts,” as such term is defined in the Code, now owned or hereafter
      acquired by any Note Party, in any event, including all contracts, undertakings,
      or agreements (other than rights evidenced by Chattel Paper), Documents or
      Instruments in or under which any Note Party may now or hereafter have any
      right, title or interest, including any agreement relating to the terms of
      payment or the terms of performance of any Account.

     

    (f) “Control
      Letter”
means
      a
      letter agreement between Second Lien Agent and (i) the issuer of uncertificated
      securities with respect to uncertificated securities in the name of any Note
      Party, (ii) a securities intermediary with respect to securities, whether
      certificated or uncertificated, securities entitlements and other financial
      assets held in a securities account in the name of any Note Party, (iii) a
      futures commission merchant or clearing house, as applicable, with respect
      to
      commodity accounts and commodity contracts held by any Note Party, whereby,
      among other things, the issuer, securities intermediary or futures commission
      merchant, as applicable, disclaims, subordinates or limits its security interest
      in the applicable financial assets, acknowledges the Lien of Second Lien Agent,
      for the benefit of Subordinated Note Purchasers, on such financial assets,
      and
      agrees to follow the instructions or entitlement orders of Second Lien Agent
      without further consent by the affected Note Party.

     

    (g) “Copyrights”
means
      all of the following now owned or hereafter adopted or acquired by any Note
      Party: (a) all copyrights and General Intangibles of like nature (whether
      registered or unregistered), all registrations and recordings thereof, and
      all
      applications in connection therewith, including all registrations, recordings
      and applications in the United States Copyright Office or in any similar office
      or agency of the United States, any state or territory thereof, or any other
      country or any political subdivision thereof, and (b) all reissues, extensions
      or renewals thereof.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (h) “License”
means
      any Copyright License, Patent License, Trademark License or other license of
      rights or interests now held or hereafter acquired by any Note
      Party.

    


    (i) “Patents”
means
      all of the following in which any Note Party now holds or hereafter acquires
      any
      interest: (a) all letters patent of the United States or of any other country,
      all registrations and recordings thereof, and all applications for letters
      patent of the United States or of any other country, including registrations,
      recordings and applications in the United States Patent and Trademark Office
      or
      in any similar office or agency of the United States, any state, or any other
      country, and (b) all reissues, continuations, continuations-in-part or
      extensions thereof. 

    


    (j) “Software”
shall
      mean all source and object code now owned or hereafter acquired by any Note
      Party.

    


    (k) “Trademarks”
means
      all of the following now owned or hereafter existing or adopted or acquired
      by
      any Note Party: (a) all trademarks, trade names, corporate names, business
      names, trade styles, service marks, logos, other source or business identifiers,
      prints and labels on which any of the foregoing have appeared or appear, designs
      and general intangibles of like nature (whether registered or unregistered
      and
      any derivatives thereof), all registrations and recordings thereof, and all
      applications in connection therewith, including registrations, recordings and
      applications in the United States Patent and Trademark Office or in any similar
      office or agency of the United States, any state or territory thereof, or any
      other country or any political subdivision thereof; (b) all reissues, extensions
      or renewals thereof; and (c) all goodwill associated with or symbolized by
      any
      of the foregoing. 

     

    (l) "Uniform
      Commercial Code jurisdiction"
      means
      any jurisdiction that has adopted all or substantially all of Article 9 as
      contained in the 2004 Official Text of the Uniform Commercial Code, as
      recommended by the National Conference of Commissioners on Uniform State Laws
      and the American Law Institute, together with any subsequent amendments or
      modifications to the Official Text.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    


    2. GRANT
      OF LIEN.

    (a) To
      secure
      the prompt and complete payment, performance and observance of all of the
      Subordinated Note Obligations (specifically including, without limitation,
      each
      Grantor’s Note Obligations arising under the cross-guaranty provisions of
      Section 10 of the Note Purchase Agreement), the Grantor hereby grants, assigns,
      conveys, mortgages, pledges, hypothecates and transfers to Second Lien Agent,
      for the benefit of Subordinated Note Purchasers, a second priority Lien upon
      all
      of its right, title and interest in, to and under all personal property and
      other assets, whether now owned by or owing to, or hereafter acquired by or
      arising in favor of the Grantor (including under any trade names, styles or
      derivations thereof), and whether owned or consigned by or to, or leased from
      or
      to, the Grantor, and regardless of where located (all of which being hereinafter
      collectively referred to as the “Collateral”),
      including:

     

    (i) all
      Accounts;

     

    (ii) all
      Chattel Paper;

     

    (iii) all
      Documents;

     

    (iv) all
      General Intangibles (including payment intangibles and Software);

     

    (v) all
      Goods
      (including Inventory, Equipment and Fixtures);

     

    (vi) all
      Instruments;

     

    (vii) all
      Investments;

     

    (viii) all
      Deposit Accounts of the Grantor;

     

    (ix) all
      money, cash or cash equivalents of the Grantor;

     

    (x) all
      supporting obligations and letter-of-credit rights of the Grantor;

     

    (xi) all
      commercial tort claims, including, without limitation, those set forth on
      Schedule I;

     

    (xii) all
      Securities and Investment Property, including without limitation the shares
      of
      stock or other equity interests listed on Schedule VI; 

     

    (xiii) all
      Intellectual Property; and

     

    (xiv) to
      the
      extent not otherwise included, all Proceeds, insurance claims and other rights
      to payments not otherwise included in the foregoing and products of the
      foregoing and all accessions to, substitutions and replacements for, and rents
      and profits of, each of the foregoing.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    (b) In
      addition, to secure the prompt and complete payment, performance and observance
      of the Subordinated Note Obligations and in order to induce Second Lien Agent
      and Subordinated Note Purchasers as aforesaid, the Grantor hereby grants to
      Second Lien Agent, for the benefit of Subordinated Note Purchasers, a right
      of
      setoff against the property of the Grantor held by Second Lien Agent or any
      Subordinated Note Purchaser, consisting of property described above in
Section
      2(a)
      now or
      hereafter in the possession or custody of or in transit to Second Lien Agent
      or
      any Subordinated Note Purchaser, for any purpose, including safekeeping,
      collection or pledge, for the account of the Grantor, or as to which the Grantor
      may have any right or power.

     

    (c) Grantor
      hereby acknowledges and agrees that upon the payment in full of the Senior
      Notes, the First Lien Collateral Agent shall deliver (or cause to be delivered)
      to the Second Lien Agent such Collateral that has been pledged to the Senior
      Note Purchasers under the Note Purchase Agreement and is in the possession
      of
      the First Lien Collateral Agent at the time of such payment in full of the
      Senior Notes, provided,
      that,
      in the
      event any such Collateral comes into the possession of Grantor upon, or at
      any
      time following, the payment in full of the Senior Notes, it shall promptly
      deliver the same to the Second Lien Agent pursuant hereto.

     

    (d) Grantor
      and the Second Lien Agent acknowledge their mutual intent that all security
      interests contemplated herein are given as a contemporaneous exchange for new
      value to Grantor, regardless of when advances to Grantor are actually made
      or
      when the Collateral is created or acquired.

     

    3. SECOND
      LIEN AGENT’S AND SUBORDINATED NOTE PURCHASERS’ RIGHTS: LIMITATIONS ON SECOND
      LIEN AGENT’S AND SENIOR NOTE PURCHASERS’ OBLIGATIONS.
      

     

    (a) It
      is
      expressly agreed by Grantor that, anything herein to the contrary
      notwithstanding, the Grantor shall remain liable under each of its Contracts
      and
      each of its Licenses to observe and perform all the conditions and obligations
      to be observed and performed by it thereunder. Neither Second Lien Agent nor
      any
      Subordinated Note Purchaser shall have any obligation or liability under any
      Contract or License by reason of or arising out of this Security Agreement
      or
      the granting herein of a Lien thereon or the receipt by Second Lien Agent or
      any
      Subordinated Note Purchaser of any payment relating to any Contract or License
      pursuant hereto. Neither Second Lien Agent nor any Subordinated Note Purchaser
      shall be required or obligated in any manner to perform or fulfill any of the
      obligations of the Grantor under or pursuant to any Contract or License, or
      to
      make any payment, or to make any inquiry as to the nature or the sufficiency
      of
      any payment received by it or the sufficiency of any performance by any party
      under any Contract or License, or to present or file any claims, or to take
      any
      action to collect or enforce any performance or the payment of any amounts
      which
      may have been assigned to it or to which it may be entitled at any time or
      times.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    (b) Second
      Lien Agent may at any time after an Event of Default has occurred and be
      continuing (or, if an Event of Default shall have occurred and be continuing,
      if
      any rights of set-off or contra accounts may be asserted with respect to the
      following), without prior notice to the Grantor, notify Account Debtors and
      other Persons obligated on the Collateral that Second Lien Agent has a security
      interest therein, and that payments shall be made directly to Second Lien Agent.
      Upon the request of Second Lien Agent during the continuance of an Event of
      Default, the Grantor shall so notify Account Debtors and other Persons obligated
      on Collateral. Once any such notice has been given to any Account Debtor or
      other Person obligated on the Collateral, the Grantor shall not give any
      contrary instructions to such Account Debtor or other Person without Second
      Lien
      Agent’s prior written consent.

     

    (c) Second
      Lien Agent may at any time in Second Lien Agent’s own name, in the name of a
      nominee of Second Lien Agent or in the name of the Grantor communicate (by
      mail,
      telephone, facsimile or otherwise) with Account Debtors, parties to Contracts
      and obligors in respect of Instruments to verify with such Persons, to Second
      Lien Agent’s satisfaction, the existence, amount, terms of, and any other matter
      relating to, Accounts, payment intangibles, Instruments or Chattel Paper. If
      a
      Default or Event of Default shall have occurred and be continuing, the Grantor,
      at its own expense, shall prepare and deliver to Second Lien Agent and each
      Subordinated Note Purchaser at any time and from time to time promptly upon
      Second Lien Agent’s request the following reports with respect to the Grantor:
      (i) a reconciliation of all Accounts; (ii) an aging of all such Accounts; (iii)
      trial balances; and (iv) a test verification of Accounts as Second Lien Agent
      may request. Upon request by Second Lien Agent, the Grantor, at its own expense,
      shall deliver to Second Lien Agent the results of each physical verification,
      if
      any, which the Grantor may in its discretion have made, or caused any other
      Person to have made on its behalf, of all or any portion of its
      Inventory.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    4. REPRESENTATIONS
      AND WARRANTIES.
      The
      Grantor represents and warrants that:

     

    (a) (i)
      The
      Grantor has rights in and the power to transfer each item of the Collateral
      upon
      which it purports to grant a Lien hereunder free and clear of any and all Liens,
      other than Permitted Encumbrances.

     

    (b) No
      effective security agreement, financing statement, equivalent security or Lien
      instrument or continuation statement covering all or any part of the Collateral
      is on file or of record in any public office, except such as may have been
      filed
      (i) by the Grantor in favor of Second Lien Agent pursuant to this Security
      Agreement or the other Note Documents, (ii) by the Grantor in favor of the
      First
      Lien Collateral Agent pursuant to the First Lien Security Agreement or the
      other
      Note Documents, and (iii) in connection with any other Permitted Encumbrances.
      

     

    (c) This
      Security Agreement is effective to create a valid and continuing Lien on and
      upon the filing of the appropriate financing statements in the correct filing
      office of the respective jurisdictions listed on Schedule
      II
      hereto,
      a perfected Lien in favor of Second Lien Agent, for the benefit of Subordinated
      Note Purchasers, on the Collateral with respect to which a Lien may be perfected
      by filing pursuant to the Code. Subject to Permitted Encumbrances, such Lien
      is
      superior and prior to the rights of all other Persons and is enforceable as
      such
      as against any and all creditors of and purchasers from the Grantor (other
      than
      purchasers and lessees of Inventory in the ordinary course of business or to
      the
      extent permitted under the Note Purchase Agreement). All action by the Grantor
      necessary or desirable to protect and perfect such Lien on each item of the
      Collateral has been duly authorized by the Grantor to be taken by Second Lien
      Agent.

     

    (d) Schedule
      III
      hereto
      lists, as of the date of this Security Agreement, all Instruments and letter
      of
      credit rights of the Grantor evidencing obligations of more than $25,000
      individually or in the aggregate. All action by the Grantor necessary or
      desirable to protect and perfect the Lien of Second Lien Agent on each item
      set
      forth on Schedule
      III
      has been
      duly taken by the Grantor. The Lien of Second Lien Agent, for the benefit of
      the
      Subordinated Note Purchasers, on the Collateral listed on Schedule
      III
      hereto
      is prior to all other Liens, except Permitted Encumbrances, and is enforceable
      as such against any and all creditors of and purchasers from the
      Grantor.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    (e) The
      Grantor’s name as it appears in official filings in the state of its
      incorporation or other organization, the type of entity of the Grantor
      (including corporation, partnership, limited partnership or limited liability
      company), organizational identification number issued by the Grantor’s state of
      incorporation or organization or a statement that no such number has been
      issued, the Grantor’s state of organization or incorporation, the location of
      the Grantor’s chief executive office, principal place of business, and as of the
      date of this Security Agreement, all offices, warehouses and premises where
      Collateral is located other than (i) Collateral in transit between Grantor’s
      locations as indicated on Schedule 5.2.1 of the Note Purchase Agreement, and
      (ii) Equipment with third parties for repair so long as such Equipment does
      not
      exceed $50,000 in the aggregate and at no time will such Equipment remain at
      a
      location other than listed in Schedule 5.2.1 of the Note Purchase Agreement
      for
      more than 120 days, and the locations of its books and records concerning the
      Collateral as of the date of this Security Agreement are set forth on
Schedule IV 
      hereto.
      The Grantor has only one state of incorporation or organization.

     

    (f) With
      respect to the Accounts, except as specifically disclosed in the most recent
      collateral report delivered to the Subordinated Note Purchasers (i) they
      represent bona fide sales of Inventory or rendering of services to Account
      Debtors in the ordinary course of the Grantor’s business and are not evidenced
      by a judgment or instrument; (ii) to the Grantor’s knowledge, there are no
      material setoffs, claims or disputes existing or asserted with respect thereto
      and the Grantor has not made any agreement with any Account Debtor for any
      extension of time for the payment thereof, any compromise or settlement for
      less
      than the full amount thereof, any release of any Account Debtor from liability
      therefor, or any deduction therefrom except a discount or allowance allowed
      by
      the Grantor in the ordinary course of its business and consistent with past
      practices; (iii) to the Grantor’s knowledge, there are no facts, events or
      occurrences which impairs the validity or enforceability thereof in any material
      respect or could reasonably be expected to reduce the amount payable thereunder
      as shown on the Grantor’s books and records and any invoices, statements and
      collateral reports delivered to Second Lien Agent and Subordinated Note
      Purchasers with respect thereto in any material respect; (iv) the Grantor has
      not received any notice of proceedings or actions which are threatened or
      pending against any Account Debtor which might result in any adverse change
      in
      such Account Debtor’s financial condition; and (v) the Grantor does not have
      knowledge that any Account Debtor is unable generally to pay its debts as they
      become due. Further with respect to the Accounts (x) the amounts shown on all
      invoices, statements and collateral reports which may be delivered to the Second
      Lien Agent with respect thereto are actually owing to the Grantor as indicated
      thereon and are not contingent in any material respect; (y) no payments have
      been or shall be made thereon except payments promptly delivered to the
      applicable Deposit Accounts in the ordinary course of its business and
      consistent with past practices; and (z) to the Grantor’s knowledge, all Account
      Debtors have the capacity to contract. 

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    


    (g) With
      respect to any Inventory scheduled or listed on the most recent collateral
      report delivered to Second Lien Agent pursuant to the terms of this Security
      Agreement or the Note Purchase Agreement, (i) as of the date of this Security
      Agreement, such Inventory is located at one of the Grantor’s locations set forth
      on Schedule
      IV
      hereto,
      (iii) subject to Permitted Encumbrances, the Grantor has good, indefeasible
      and
      merchantable title to such Inventory and such Inventory is not subject to any
      Lien or security interest or document whatsoever except for the Lien granted
      to
      Second Lien Agent, for the benefit of the Subordinated Note Purchasers, and
      (iv)
      except as specifically disclosed in the most recent collateral report delivered
      to Second Lien Agent, such Inventory is of good and merchantable quality in
      all
      material respects, free from any material defects.

     

    (h) The
      Grantor does not have any interest in, or title to, any Patent, Trademark or
      Copyright as of the date of this Security Agreement except as set forth in
      Schedule V
      hereto.
      This Security Agreement is effective to create a valid and continuing Lien
      on
      and, upon filing of the Copyright Security Agreements with the United States
      Copyright Office and filing of the Patent Security Agreements and the Trademark
      Security Agreements with the United States Patent and Trademark Office,
      perfected Liens in favor of Second Lien Agent on the Grantor’s Patents,
      Trademarks and Copyrights and such perfected Liens are enforceable as such
      as
      against any and all creditors of and purchasers from the Grantor except holders
      of Permitted Encumbrances on any Patent, Trademark or Copyright securing
      Indebtedness that is permitted under the Note Purchase Agreement. Upon filing
      of
      the Copyright Security Agreements with the United States Copyright Office and
      filing of the Patent Security Agreements and the Trademark Security Agreements
      with the United States Patent and Trademark Office and the filing of appropriate
      financing statements listed on Schedule II
      hereto,
      all action necessary or desirable to protect and perfect Second Lien Agent’s
      Lien on the Grantor’s Patents, Trademarks or Copyrights has been duly authorized
      by the Grantor to be taken by Second Lien Agent.

     

    (i) The
      Securities are not subject to any purchase agreement, voting trust or other
      agreement affecting, restricting, or limiting the sale, transfer, disposition
      or
      voting rights concerning said Securities 

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    5. COVENANTS.
      The
      Grantor covenants and agrees with Second Lien Agent, for the benefit of
      Subordinated Note Purchasers, that from and after the date of this Security
      Agreement and so long as any Subordinated Note remains outstanding:

     

    (a) Further
      Assurances: Pledge of Instruments.
      

     

    (i) At
      any
      time and from time to time, upon the request of Second Lien Agent and at the
      sole expense of Grantor, the Grantor shall promptly and duly execute and deliver
      any and all such further instruments and documents and take such further actions
      as Second Lien Agent may reasonably deem desirable to obtain the full benefits
      of this Security Agreement and of the rights and powers herein granted,
      including (A) using its commercially reasonable efforts to secure all consents
      and approvals necessary or appropriate for the collateral assignment to or
      for
      the benefit of Second Lien Agent of any License or Contract held by the Grantor
      and to enforce the security interests granted hereunder; and (B) filing any
      financing or continuation statements under the Code with respect to the Liens
      granted hereunder or under any other Note Document as to those jurisdictions
      that are not Uniform Commercial Code jurisdictions. 

     

    (ii) Unless
      Second Lien Agent shall otherwise consent in writing (which consent may be
      revoked), the Grantor shall deliver to Second Lien Agent all Collateral
      consisting of negotiable documents, certificated securities, and Instruments
      (in
      each case, accompanied by stock powers, allonges or other instruments of
      transfer executed in blank) which are not subject to Permitted Encumbrances,
      evidencing obligations in excess of $25,000 individually, promptly after such
      Note Party receives the same.

     

    (iii) The
      Grantor shall obtain or use its commercially reasonable efforts to obtain
      waivers or subordinations of Liens from landlords of property on which material
      Collateral is located when and to the extent required by the Note Purchase
      Agreement.

     

    (iv) If
      required by the terms of the Note Purchase Agreement and not waived by Second
      Lien Agent in writing (which waiver may be revoked) or if requested by the
      Second Lien Agent or any Subordinated Note Purchaser, the Grantor shall use
      commercially reasonable efforts to obtain authenticated Control Letters from
      each issuer of uncertificated securities, securities intermediary, or
      commodities intermediary issuing or holding any financial assets or commodities
      to or for the Grantor.

     

    (v) The
      Grantor shall obtain a deposit account control agreement with each bank or
      financial institution holding a Deposit Account (other than payroll accounts)
      for the Grantor to the extent required by the Note Purchase Agreement.


     

    (vi) The
      Grantor that is or becomes the beneficiary of a letter of credit having face
      amounts of $25,000 individually, or in the aggregate, or more shall promptly,
      and in any event within ten (10) Business Days after becoming a beneficiary,
      notify Second Lien Agent thereof and use commercially reasonable efforts to
      enter into a tri-party agreement with Second Lien Agent and the issuer and/or
      confirmation bank with respect to letter-of-credit rights assigning such
      letter-of-credit rights to Second Lien Agent and directing all payments
      thereunder to the collection account, all in form and substance reasonably
      satisfactory to Second Lien Agent. 

     

    
      
        
        

      

      
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    (vii) The
      Grantor shall take all steps reasonably necessary to grant the Second Lien
      Agent
      control of all electronic chattel paper in accordance with the Code and all
      “transferable records” as defined in each of the Uniform Electronic Transactions
      Act and the Electronic Signatures in Global and National Commerce
      Act. 

     

    (viii) The
      Grantor hereby irrevocably authorizes the Second Lien Agent at any time and
      from
      time to time to file in any filing office in any Uniform Commercial Code
      jurisdiction any initial financing statements and amendments thereto that (a)
      indicate the Collateral is described as set forth in Section 2, hereof,
      regardless of whether any particular asset comprised in the Collateral falls
      within the scope of Article 9 of the Code or such jurisdiction, or as being
      of
      an equal or lesser scope or with greater detail and (b) contain any other
      information required by part 5 of Article 9 of the Code for the sufficiency
      or
      filing office acceptance of any financing statement or amendment, including
      (i)
      whether the Grantor is an organization, the type of organization and any
      organization identification number issued to the Grantor, and (ii) in the case
      of a financing statement filed as a fixture filing or indicating Collateral as
      as-extracted collateral or timber to be cut, a sufficient description of real
      property to which the Collateral relates. The Grantor agrees to furnish any
      such
      information to the Second Lien Agent promptly upon request. The Grantor also
      ratifies its authorization for the Second Lien Agent to have filed in any
      Uniform Commercial Code jurisdiction any initial financing statements or
      amendments thereto if filed prior to the date hereof.

     

    (ix) The
      Grantor shall promptly, and in any event within ten (10) Business Days after
      the
      same is acquired by it in which the claim exceeds $100,000, notify Second Lien
      Agent of any commercial tort claim (as defined in the Code) acquired by it
      and
      unless otherwise consented by Second Lien Agent, the Grantor shall enter into
      a
      supplement to this Security Agreement, granting to Second Lien Agent a Lien
      in
      such commercial tort claim.

     

    (x) Upon
      any
      Subsidiary becoming a Note Party pursuant to Section
      7.9
      of the
      Note Purchase Agreement, such Subsidiary shall concurrently become a party
      to
      this Security Agreement and grant to Second Lien Agent, for the benefit of
      the
      Subordinated Note Purchasers, a Lien upon all of such Subsidiary’s right, title
      and interest in, to and under all Collateral, then owned by or owing to, or
      thereafter acquired by or arising in favor of such Subsidiary.

     

    (b) Maintenance
      of Records.
      The
      Grantor shall keep and maintain, at its own cost and expense, satisfactory
      and
      complete records of the Collateral, including without limitation a record of
      all
      related customer contracts and accounts receivable, furniture, fixtures,
      information technology, vehicles, licensing arrangements and applicable proceeds
      of the foregoing, Liens related thereto. 

     

    
      
        
        

      

      
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    (c) Covenants
      Regarding Patent, Trademark and Copyright Collateral.

     

    (i) Unless
      Grantor shall reasonably determine that the applicable Patent, Trademark or
      Copyright is not material to the conduct of its business or operations, the
      Grantor shall notify Second Lien Agent immediately if it knows or has reason
      to
      know that any application or registration relating to any material Patent,
      Trademark or Copyright (now or hereafter existing) may become abandoned or
      dedicated, or of any adverse determination or development (including the
      institution of, or any such determination or development in, any proceeding
      in
      the United States Patent and Trademark Office, the United States Copyright
      Office or any court) regarding the Grantor’s ownership of any material Patent,
      Trademark or Copyright, its right to register the same, or to keep and maintain
      the same.

     

    (ii) In
      no
      event shall the Grantor, either itself or through any agent, employee, licensee
      or designee, file an application for the registration of any Patent, Trademark
      or Copyright with the United States Patent and Trademark Office, the United
      States Copyright Office or any similar office or agency without giving Second
      Lien Agent prior written notice thereof, and, upon request of Second Lien Agent,
      Grantor shall execute and deliver any and all Patent Security Agreements,
      Copyright Security Agreements or Trademark Security Agreements as Second Lien
      Agent may request to evidence Second Lien Agent’s Lien on such Patent, Trademark
      or Copyright, and the General Intangibles of the Grantor relating thereto or
      represented thereby.

     

    (iii) Unless
      Grantor shall reasonably determine that the applicable Patent, Trademark or
      Copyright is not material to the conduct of its business or operations, the
      Grantor shall take all actions necessary or reasonably requested by Second
      Lien
      Agent to maintain and pursue (in each case, in a manner consistent with
      reasonable responsible business and legal practices) each application, to obtain
      the relevant registration and to maintain the registration of each of the
      Patents, Trademarks and Copyrights (now or hereafter existing), including the
      filing of applications for renewal, affidavits of use, affidavits of
      noncontestability and opposition and interference and cancellation proceedings.
      

     

    (iv) In
      the
      event that any material Patent, Trademark or Copyright Collateral is infringed
      upon, or misappropriated or diluted by a third party, the Grantor shall, unless
      Grantor shall reasonably determine that such Patent, Trademark or Copyright
      Collateral is not material to the conduct of its business or operations,
      promptly sue for infringement, misappropriation or dilution and to recover
      any
      and all damages for such infringement, misappropriation or dilution, and shall
      take such other actions as are commercially reasonable under the circumstances
      to protect such Patent, Trademark or Copyright Collateral.

     

    (d) Indemnification.
      In
      consideration of the execution and delivery of the Note Purchase Agreement,
      each
      Note Party agrees to indemnify and hold each Subordinated Note Purchaser and
      each Subordinated Note Purchaser’s directors, Affiliates, and agents (for the
      purposes of this section each is an “Indemnified
      Party”)
      harmless from and against any and all claims, losses, Subordinated Note
      Obligations and liabilities arising out of or resulting from any or all of
      (i)
      this Security Agreement and (ii) the transactions contemplated by this Security
      Agreement (including enforcement of this Security Agreement) in all cases,
      except for claims, losses or liabilities to the extent resulting from an
      Indemnified Party’s gross negligence or willful misconduct. The indemnification
      provided for in this section is in addition to, and not in limitation of, any
      other indemnification or insurance provided by any Note Party to any
      Subordinated Note Purchaser.

     

    
      
        
        

      

      
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    (e) Compliance
      with Terms of Accounts, etc.
      In all
      material respects, Grantor will perform and comply with all obligations in
      respect of the Collateral and all other agreements to which it is a party or
      by
      which it is bound relating to the Collateral.

     

    (f) Limitation
      on Liens on Collateral.
      Grantor
      will not create, permit or suffer to exist, and Grantor will defend the
      Collateral against, and take such other action as is necessary to remove, any
      Lien on the Collateral except Permitted Encumbrances, and will defend the right,
      title and interest of Second Lien Agent and Subordinated Note Purchasers in
      and
      to any of the Grantor’s rights under the Collateral against the claims and
      demands of all Persons whomsoever, other than holders of Permitted
      Encumbrances.

     

    (g) Limitations
      on Disposition.
      Grantor
      will not sell, license, lease, transfer or otherwise dispose of any of the
      Collateral, or attempt or contract to do so except as permitted by the Note
      Purchase Agreement.

     

    (h) Further
      Identification of Collateral.
      Grantor
      will, if so reasonably requested by Second Lien Agent, furnish to Second Lien
      Agent, as often as Second Lien Agent requests, statements and schedules further
      identifying and describing the Collateral and such other reports in connection
      with the Collateral as Second Lien Agent may reasonably request, all in such
      detail as Second Lien Agent may specify.

     

    (i) Notices.
      Grantor
      will advise Second Lien Agent promptly, in reasonable detail, (i) of any Lien
      (other than Permitted Encumbrances) or material claim made or asserted against
      any of the Collateral, and (ii) of the occurrence of any other event which
      would
      have a material adverse effect on the aggregate value of the Collateral or
      on
      the Liens created hereunder or under any other Note Document, other than the
      creation or occurrence of a Permitted Encumbrance.

     

    
      
        
        

      

      
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    (j) No
      Reincorporation.
      Without
      limiting the prohibitions on mergers involving the Grantor contained in the
      Note
      Purchase Agreement, Grantor shall not reincorporate or reorganize itself under
      the laws of any jurisdiction other than the jurisdiction in which it is
      incorporated or organized as of the date hereof without ten (10) Business Days
      prior written notice to Second Lien Agent.

     

    (k) Terminations;
      Amendments Not Authorized.
      Grantor
      acknowledges that it is not authorized to file any financing statement or
      amendment or termination statement with respect to any financing statement
      without the prior written consent of Second Lien Agent and agrees that it will
      not do so without the prior written consent of Second Lien Agent, subject to
      the
      Grantor's rights under Section 9-509(d)(2) of the Code.

     

    (l) Authorized
      Terminations.
      Second
      Lien Agent will promptly deliver to the Grantor for filing or authorize Grantor
      to prepare and file termination statements and releases in accordance with
      the
      Note Purchase Agreement.

     

    (m) New
      Locations.
      Upon
      storing Inventory at any location other than those listed in Section
      5.2.1
      to the
      Note Purchase Agreement, the Grantor shall make commercially reasonable efforts
      to obtain, within ninety (90) days of storing Inventory at such location, a
      duly
      executed landlord consent permitting the Second Lien Agent to remove the
      personal property of the Note Parties from such location.

     

    6. COLLECTION
      OF DIVIDENDS.
      During
      the term of this Security Agreement, Grantor is authorized to collect all
      dividends, distributions, payments and other amounts that may be or become
      payable on any of the Collateral so long as no Event of Default has occurred.
      Upon the occurrence of an Event of Default and during the continuance of an
      Event of Default, the Second Lien Agent is authorized to collect all dividends,
      distributions, payments or other amounts that may be or become payable on any
      of
      the Securities. Such amounts collected may, at the option of the Second Lien
      Agent, be applied to the indebtedness secured hereby. The Second Lien Agent
      shall be under no obligation to collect any such amounts.

     

    7. VOTING
      RIGHTS.
      Subject
      to the immediately following sentence, Grantor shall have the right, where
      applicable, to vote the Collateral on all corporate questions, or otherwise
      exercise such similar rights as may arise from the Collateral. Upon the
      occurrence of an Event of Default and during the continuance of an Event of
      Default, such right shall, at the option of the Second Lien Agent, terminate
      whereupon the Second Lien Agent may exercise all such rights. Grantor agrees
      to
      appoint the Second Lien Agent as its proxy for such purpose, and to execute
      such
      additional documents as are necessary to effect the same.

     

    
      
        
        

      

      
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    8. EXERCISE
      OF OPTIONS.
      In the
      event that during the term of this Security Agreement subscription warrants
      or
      any other rights or options shall be issued in connection with the Collateral,
      such warrants, rights and options shall constitute part of the Collateral.
      If
      such subscription warrants or other rights or options shall expire during the
      term of this Security Agreement and Grantor has not elected to exercise such
      warrants or options, the Second Lien Agent may elect (without any duty to do
      so)
      to exercise such warrants, rights and options at its own expense and to the
      extent assignable, Grantor will assign his rights thereunder. All new equity
      interests so acquired shall be subject to and held under the terms hereof as
      Collateral.

     

    9. SECOND
      LIEN AGENT’S APPOINTMENT AS ATTORNEY-IN-FACT.

     

    On
      the
      Closing Date, Grantor shall execute and deliver to Second Lien Agent a power
      of
      attorney (the “Power
      of Attorney”)
      substantially in the form attached hereto as Exhibit
      A.
      The
      power of attorney granted pursuant to the Power of Attorney is a power coupled
      with an interest and shall be irrevocable until the Subordinated Note
      Obligations have been paid in full. The powers conferred on Second Lien Agent,
      for the benefit of the Subordinated Note Purchasers, under the Power of Attorney
      are solely to protect Second Lien Agent’s interests (for the benefit of the
      Subordinated Note Purchasers) in the Collateral and shall not impose any duty
      upon Second Lien Agent or any Subordinated Note Purchaser to exercise any such
      powers. Second Lien Agent agrees that (a) except for the powers granted in
      clause (h) of the Power of Attorney, it shall not exercise any power or
      authority granted under the Power of Attorney unless an Event of Default has
      occurred and is continuing, and (b) Second Lien Agent shall account to the
      Grantors for any moneys received by Second Lien Agent in respect of any
      foreclosure on or disposition of Collateral pursuant to the Power of Attorney
      provided that except as set forth in Section
      15
      hereof,
      none of Second Lien Agent or any Subordinated Note Purchaser shall have any
      duty
      as to any Collateral, and Second Lien Agent and Subordinated Note Purchasers
      shall be accountable only for amounts that they actually receive as a result
      of
      the exercise of such powers. NONE OF SECOND LIEN AGENT, SUBORDINATED NOTE
      PURCHASERS OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES,
      AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO GRANTOR FOR ANY ACT OR FAILURE
      TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES
      ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS
      FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE,
      EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

     

    
      
        
        

      

      
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    10. REMEDIES:
      RIGHTS UPON DEFAULT.

     

    (a) In
      addition to all other rights and remedies granted to it under this Security
      Agreement, the Note Purchase Agreement, the other Note Documents and under
      any
      other instrument or agreement securing, evidencing or relating to any of the
      Subordinated Note Obligations, if any Event of Default shall have occurred
      and
      be continuing, Second Lien Agent may exercise all rights and remedies of a
      secured party under the Code. Without limiting the generality of the foregoing,
      the Grantor expressly agrees that in any such event Second Lien Agent, without
      demand of performance or other demand, advertisement or notice of any kind
      (except the notices specified in the Note Purchase Agreement or the notices
      below of time and place of public or private sale) to or upon Grantor or any
      other Person (all and each of which demands, advertisements and other notices
      are hereby expressly waived to the maximum extent permitted by the Code and
      other applicable law), may forthwith enter upon the premises of the Grantor
      where any Collateral is located through self-help, without judicial process,
      without first obtaining a final judgment or giving the Grantor or any other
      Person notice and opportunity for a hearing on Second Lien Agent’s claim or
      action and may collect, receive, assemble, process, appropriate and realize
      upon
      the Collateral, or any part thereof, and may forthwith sell, lease, license,
      assign, give an option or options to purchase, or sell or otherwise dispose
      of
      and deliver said Collateral (or contract to do so), or any part thereof, in
      one
      or more parcels at a public or private sale or sales, at any exchange at such
      prices as it may deem acceptable, for cash or on credit or for future delivery
      without assumption of any credit risk. Second Lien Agent or any Subordinated
      Note Purchaser shall have the right upon any such public sale or sales and,
      to
      the extent permitted by law, upon any such private sale or sales, to purchase
      for the benefit of the Subordinated Note Purchasers, the whole or any part
      of
      said Collateral so sold, free of any right or equity of redemption, which equity
      of redemption the Grantor hereby releases. Such sales may be adjourned and
      continued from time to time with or without notice. Second Lien Agent shall
      have
      the right to conduct such sales on the Grantor’s premises or elsewhere and shall
      have the right to use the Grantor’s premises without charge for such time or
      times as Second Lien Agent deems necessary or advisable.

     

    If
      any
      Event of Default shall have occurred and be continuing, the Grantor further
      agrees, at Second Lien Agent’s request, to assemble the Collateral and make it
      available to Second Lien Agent at a place or places designated by Second Lien
      Agent which are reasonably convenient to Second Lien Agent and the Grantor,
      whether at the Grantor’s premises or elsewhere. Until Second Lien Agent is able
      to effect a sale, lease, or other disposition of Collateral, Second Lien Agent
      shall have the right to hold or use Collateral, or any part thereof, to the
      extent that it deems appropriate for the purpose of preserving Collateral or
      its
      value or for any other purpose deemed appropriate by Second Lien Agent. Second
      Lien Agent shall have no obligation to the Grantor to maintain or preserve
      the
      rights of the Grantor as against third parties with respect to Collateral while
      Collateral is in the possession of Second Lien Agent. Second Lien Agent may,
      if
      it so elects, seek the appointment of a receiver or keeper to take possession
      of
      Collateral and to enforce any of Second Lien Agent’s remedies (for the benefit
      of Subordinated Note Purchasers), with respect to such appointment without
      prior
      notice or hearing as to such appointment. Second Lien Agent shall apply the
      net
      proceeds of any such collection, recovery, receipt, appropriation, realization
      or sale to the Subordinated Note Obligations as provided in the Note Purchase
      Agreement, and only after so paying over such net proceeds, and after the
      payment by Second Lien Agent of any other amount required by any provision
      of
      law, need Second Lien Agent account for the surplus, if any, to the Grantor.
      To
      the maximum extent permitted by applicable law, the Grantor waives all claims,
      damages, and demands against Second Lien Agent or any Subordinated Note
      Purchaser arising out of the repossession, retention or sale of the Collateral
      except such as arise solely out of the gross negligence or willful misconduct
      of
      Second Lien Agent or such Subordinated Note Purchaser as finally determined
      by a
      court of competent jurisdiction. The Grantor agrees that ten (10) days’ prior
      notice by Second Lien Agent of the time and place of any public sale or of
      the
      time after which a private sale may take place is reasonable notification of
      such matters. Grantor shall remain liable for any deficiency if the proceeds
      of
      any sale or disposition of the Collateral are insufficient to pay all
      Subordinated Note Obligations, including any attorneys’ fees and other expenses
      incurred by Second Lien Agent or any Subordinated Note Purchaser to collect
      such
      deficiency.

     

    
      
        
        

      

      
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    (b) Except
      as
      otherwise specifically provided herein, Grantor hereby waives presentment,
      demand, protest or any notice (to the maximum extent permitted by applicable
      law) of any kind in connection with this Security Agreement or any Collateral.
      

     

    (c) To
      the
      extent that applicable law imposes duties on the Second Lien Agent to exercise
      remedies in a commercially reasonable manner, Grantor acknowledges and agrees
      that it is not commercially unreasonable for the Second Lien Agent in its
      exercise of remedies pursuant to this Section
      10
      (i) to
      fail to incur expenses reasonably deemed significant by the Second Lien Agent
      to
      prepare Collateral for disposition or otherwise to complete raw material or
      work
      in process into finished goods or other finished products for disposition,
      (ii)
      to fail to obtain third party consents for access to Collateral to be disposed
      of, or to obtain or, if not required by other law, to fail to obtain
      governmental or third party consents for the collection or disposition of
      Collateral to be collected or disposed of, (iii) to fail to exercise collection
      remedies against Account Debtors or other Persons obligated on Collateral or
      to
      remove Liens on or any adverse claims against Collateral, (iv) to exercise
      collection remedies against Account Debtors and other Persons obligated on
      Collateral directly or through the use of collection agencies and other
      collection specialists, (v) to advertise dispositions of Collateral through
      publications or media of general circulation, whether or not the Collateral
      is
      of a specialized nature, (vi) to contact other Persons, whether or not in the
      same business as the Grantor, for expressions of interest in acquiring all
      or
      any portion of such Collateral, (vii) to hire one or more professional
      auctioneers to assist in the disposition of Collateral, whether or not the
      Collateral is of a specialized nature, (viii) to dispose of Collateral by
      utilizing internet sites that provide for the auction of assets of the types
      included in the Collateral or that have the reasonable capacity of doing so,
      or
      that match buyers and sellers of assets, (ix) to dispose of assets in wholesale
      rather than retail markets, (x) to disclaim disposition warranties, such as
      title, possession or quiet enjoyment, (xi) to purchase insurance or credit
      enhancements to insure the Second Lien Agent against risks of loss, collection
      or disposition of Collateral or to provide to the Second Lien Agent a guaranteed
      return from the collection or disposition of Collateral, or (xii) to the extent
      deemed appropriate by the Second Lien Agent, to obtain the services of other
      brokers, investment bankers, consultants and other professionals to assist
      the
      Second Lien Agent in the collection or disposition of any of the Collateral.
       The
      Grantor acknowledges that the purpose of this Section
      10(c)
      is to
      provide non-exhaustive indications of what actions or omissions by the Second
      Lien Agent would not be commercially unreasonable in the Second Lien Agent's
      exercise of remedies against the Collateral and that other actions or omissions
      by the Second Lien Agent shall not be deemed commercially unreasonable solely
      on
      account of not being indicated in this Section
      10(c).
      Without
      limitation upon the foregoing, nothing contained in this Section
      10(c)
      shall be
      construed to grant any rights to the Grantor or to impose any duties on Second
      Lien Agent that would not have been granted or imposed by this Security
      Agreement or by applicable law in the absence of this Section
      10(c).

     

    
      
        
        

      

      
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    (d) In
      the
      exercise of remedies pursuant to this Section 10, neither the Second Lien Agent
      nor the Subordinated Note Purchasers shall be required to make any demand upon,
      or pursue or exhaust any of their rights or remedies against, the Grantor,
      any
      other obligor, guarantor, pledgor or any other Person with respect to the
      payment of the Subordinated Note Obligations or to pursue or exhaust any of
      their rights or remedies with respect to any Collateral therefor or any direct
      or indirect guarantee thereof. Neither the Second Lien Agent nor the
      Subordinated Note Purchasers shall be required to marshal the Collateral or
      any
      guarantee of the Subordinated Note Obligations or to resort to the Collateral
      or
      any such guarantee in any particular order, and all of its and their rights
      hereunder or under any other Note Document shall be cumulative. To the extent
      it
      may lawfully do so, the Grantor absolutely and irrevocably waives and
      relinquishes the benefit and advantage of, and covenants not to assert against
      the Second Lien Agent or any Subordinated Note Purchaser, any valuation, stay,
      appraisement, extension, redemption or similar laws and any and all rights
      or
      defenses it may have as a surety now or hereafter existing which, but for this
      provision, might be applicable to the sale of any Collateral made under the
      judgment, order or decree of any court, or privately under the power of sale
      conferred by this Security Agreement, or otherwise. 

     

    11. GRANT
      OF LICENSE TO USE INTELLECTUAL PROPERTY COLLATERAL.
      For the
      purpose of enabling Second Lien Agent to exercise rights and remedies under
      Section
      10
      hereof
      (including, without limiting the terms of Section
      10
      hereof,
      in order to take possession of, hold, preserve, process, assemble, prepare
      for
      sale, market for sale, sell or otherwise dispose of Collateral) at such time
      as
      Second Lien Agent shall be lawfully entitled to exercise such rights and
      remedies, the Grantor hereby grants to Second Lien Agent, for the benefit of
      Subordinated Note Purchasers, an irrevocable, nonexclusive license (exercisable
      without payment of royalty or other compensation to the Grantor) to use or
      license Intellectual Property now owned or hereafter acquired by the Grantor
      and
      use commercially reasonable efforts to sublicense any hereafter acquired
      Intellectual Property and wherever the same may be located, and including in
      such license access to all media in which any of the licensed items may be
      recorded or stored and to all computer software and programs used for the
      compilation or printout thereof.

     

    
      
        
        

      

      
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    12. LIMITATION
      ON SECOND LIEN AGENT’S AND SUBORDINATED NOTE PURCHASERS’ DUTY IN RESPECT OF
      COLLATERAL.
      Second
      Lien Agent and each Subordinated Note Purchaser shall use reasonable care with
      respect to the Collateral in its possession or under its control. Neither Second
      Lien Agent nor any Subordinated Note Purchaser shall have any other duty as
      to
      any Collateral in its possession or control or in the possession or control
      of
      any agent or nominee of Second Lien Agent or such Subordinated Note Purchaser,
      or any income thereon or as to the preservation of rights against prior parties
      or any other rights pertaining thereto.

     

    13. REINSTATEMENT.
      This
      Security Agreement shall remain in full force and effect and continue to be
      effective should any petition be filed by or against the Grantor for liquidation
      or reorganization, should the Grantor become insolvent or make an assignment
      for
      the benefit of any creditor or creditors or should a receiver or trustee be
      appointed for all or any significant part of the Grantor’s assets, and shall
      continue to be effective or be reinstated, as the case may be, if at any time
      payment and performance of the Subordinated Note Obligations, or any part
      thereof, is, pursuant to applicable law, rescinded or reduced in amount, or
      must
      otherwise be restored or returned by any obligee of the Subordinated Note
      Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or
      otherwise, all as though such payment or performance had not been made. In
      the
      event that any payment, or any part thereof, is rescinded, reduced, restored
      or
      returned, the Subordinated Note Obligations shall be reinstated and deemed
      reduced only by such amount paid and not so rescinded, reduced, restored or
      returned.

     

    14. NOTICES.
      Except
      as otherwise provided herein, whenever it is provided herein that any notice,
      demand, request, consent, approval, declaration or other communication shall
      or
      may be given to or served upon any of the parties by any other party, or
      whenever any of the parties desires to give and serve upon any other party
      any
      communication with respect to this Security Agreement, each such notice, demand,
      request, consent, approval, declaration or other communication shall be in
      writing and shall be given in the manner, and deemed received, as provided
      for
      in the Note Purchase Agreement.

     

    15. SEVERABILITY.
      Whenever possible, each provision of this Security Agreement shall be
      interpreted in a manner as to be effective and valid under applicable law,
      but
      if any provision of this Security Agreement shall be prohibited by or invalid
      under applicable law, such provision shall be ineffective to the extent of
      such
      prohibition or invalidity without invalidating the remainder of such provision
      or the remaining provisions of this Security Agreement. This Security Agreement
      is to be read, construed and applied together with the Note Purchase Agreement
      and the other Note Documents which, taken together, set forth the complete
      understanding and agreement of Second Lien Agent, Subordinated Note Purchasers
      and Grantor with respect to the matters referred to herein and
      therein.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    16. NO
      WAIVER; CUMULATIVE REMEDIES.
      Neither
      Second Lien Agent nor any Subordinated Note Purchaser shall by any act, delay,
      omission or otherwise be deemed to have waived any of its rights or remedies
      hereunder, and no waiver shall be valid unless in writing, signed by Second
      Lien
      Agent and then only to the extent therein set forth. A waiver by Second Lien
      Agent of any right or remedy hereunder on any one occasion shall not be
      construed as a bar to any right or remedy which Second Lien Agent would
      otherwise have had on any future occasion. No failure to exercise nor any delay
      in exercising on the part of Second Lien Agent or any Subordinated Note
      Purchaser, any right, power or privilege hereunder, shall operate as a waiver
      thereof, nor shall any single or partial exercise of any right, power or
      privilege hereunder preclude any other or future exercise thereof or the
      exercise of any other right, power or privilege. The rights and remedies
      hereunder provided are cumulative and may be exercised singly or concurrently,
      and are not exclusive of any rights and remedies provided by law. None of the
      terms or provisions of this Security Agreement may be waived, altered, modified
      or amended except by an instrument in writing, duly executed by Second Lien
      Agent and Grantor.

     

    17. LIMITATION
      BY LAW.
      All
      rights, remedies and powers provided in this Security Agreement may be exercised
      only to the extent that the exercise thereof does not violate any applicable
      provision of law, and all the provisions of this Security Agreement are intended
      to be subject to all applicable mandatory provisions of law that may be
      controlling and to be limited to the extent necessary so that they shall not
      render this Security Agreement invalid, unenforceable, in whole or in part,
      or
      not entitled to be recorded, registered or filed under the provisions of any
      applicable law

     

    18. TERMINATION
      OF THIS SECURITY AGREEMENT.
      Subject
      to Section
      10
      hereof,
      this Security Agreement shall terminate when the Subordinated Note Obligations
      are paid in full.

     

    19. SUCCESSORS
      AND ASSIGNS.
      This
      Security Agreement and all obligations of Grantor hereunder shall be binding
      upon the successors and assigns of the Grantor (including any
      debtor-in-possession on behalf of the Grantor) and shall, together with the
      rights and remedies of Second Lien Agent, for the benefit of Subordinated Note
      Purchasers, hereunder, inure to the benefit of Second Lien Agent and
      Subordinated Note Purchasers, all future holders of any instrument evidencing
      any of the Subordinated Note Obligations and their respective successors and
      assigns permitted under the Note Purchase Agreement. No sales of participations,
      other sales, assignments, transfers or other dispositions of any agreement
      governing or instrument evidencing the Subordinated Note Obligations or any
      portion thereof or interest therein shall in any manner impair the Lien granted
      to Second Lien Agent, for the benefit of Subordinated Note Purchasers,
      hereunder. Grantor may not assign, sell, hypothecate or otherwise transfer
      any
      interest in or obligation under this Security Agreement.

     

    20. COUNTERPARTS.
      This
      Security Agreement may be authenticated in any number of separate counterparts,
      each of which shall collectively and separately constitute one agreement. This
      Security Agreement may be authenticated by manual signature, facsimile or,
      if
      approved in writing by Second Lien Agent, electronic means, all of which shall
      be equally valid.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    21. GOVERNING
      LAW.
      EXCEPT
      AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE OTHER NOTE DOCUMENTS, IN ALL
      RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
      THIS
      SECURITY AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED
      BY,
      AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
      YORK
      APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE, AND ANY APPLICABLE
      LAWS OF THE UNITED STATES OF AMERICA. THE GRANTOR HEREBY CONSENTS AND AGREES
      THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, CITY OF NEW YORK,
      NEW YORK, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS
      OR
      DISPUTES BETWEEN GRANTOR, SECOND LIEN AGENT AND SUBORDINATED NOTE PURCHASERS
      PERTAINING TO THIS SECURITY AGREEMENT OR ANY OF THE OTHER NOTE DOCUMENTS OR
      TO
      ANY MATTER ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OF
      THE
      OTHER NOTE DOCUMENTS, PROVIDED,
      THAT
      SECOND LIEN AGENT, SUBORDINATED NOTE PURCHASERS AND GRANTOR ACKNOWLEDGE THAT
      ANY
      APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF
      NEW
      YORK COUNTY, AND, PROVIDED, FURTHER,
      NOTHING
      IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE SECOND LIEN AGENT
      FROM
      BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE
      ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE
      A
      JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SECOND LIEN AGENT. GRANTOR EXPRESSLY
      SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT
      COMMENCED IN ANY SUCH COURT, AND GRANTOR HEREBY WAIVES ANY OBJECTION WHICH
      IT
      MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR
FORUM NON CONVENIENS
      AND
      HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
      APPROPRIATE BY SUCH COURT. GRANTOR HEREBY WAIVES PERSONAL SERVICE OF THE
      SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
      AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE
      BY
      REGISTERED OR CERTIFIED MAIL ADDRESSED TO GRANTOR AT THE ADDRESS SET FORTH
      ON
ANNEX
      I
      TO THIS
      AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER
      OF
      ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
      POSTAGE PREPAID.

     

    22. WAIVER
      OF JURY TRIAL.
      BECAUSE
      DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST
      QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE
      PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION
      RULES), THE PARTIES DESIRE THAT DISPUTES ARISING HEREUNDER OR RELATING HERETO
      BE
      RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE
      BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION,
      THE
      PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR
      PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT,
      OR OTHERWISE, AMONG SECOND LIEN AGENT, SUBORDINATED NOTE PURCHASERS, AND GRANTOR
      ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
      ESTABLISHED IN CONNECTION WITH, THIS SECURITY AGREEMENT OR ANY OF THE OTHER
      NOTE
      DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    23. SECTION
      TITLES.
      The
      Section titles contained in this Security Agreement are and shall be without
      substantive meaning or content of any kind whatsoever and are not a part of
      the
      agreement between the parties hereto.

     

    24. NO
      STRICT CONSTRUCTION.
      The
      parties hereto have participated jointly in the negotiation and drafting of
      this
      Security Agreement. In the event an ambiguity or question of intent or
      interpretation arises, this Security Agreement shall be construed as if drafted
      jointly by the parties hereto and no presumption or burden of proof shall arise
      favoring or disfavoring any party by virtue of the authorship of any provisions
      of this Security Agreement.

     

    25. ADVICE
      OF COUNSEL.
      Each of
      the parties represents to each other party hereto that it has discussed this
      Security Agreement and, specifically, the provisions of Section
      21
      and
Section
      22,
      with
      its counsel.

     

    26. BENEFIT
      OF SUBORDINATED NOTE PURCHASERS.
      All
      Liens granted or contemplated hereby shall be for the benefit of Subordinated
      Note Purchasers, and all proceeds or payments realized from Collateral in
      accordance herewith shall be applied to the Subordinated Note Obligations in
      accordance with the terms of the Note Purchase Agreement.

    
       

    

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      each of
      the parties hereto has caused this Security Agreement to be executed and
      delivered by its duly authorized officer as of the date first set forth
      above.

     

    
      	
              ENCOMPASS
                GROUP AFFILIATES, 

              INC.,
                a Delaware corporation

            
	 	 
	
              By:

            	
              /s/
                John E. Donahue

            
	
              Name:
                

            	
              John
                E. Donahue

            
	
              Title:
                

            	
              Secretary

            
	 	 
	 	 
	
              ENCOMPASS
                GROUP AFFILIATES, 

              INC.,
                a Florida corporation

            
	 	 
	
              By:

            	
              /s/
                John E. Donahue

            
	
              Name:
                

            	
              John
                E. Donahue

            
	
              Title:
                

            	
              Chief
                Financial Officer

            
	 	 
	 	 
	
              SPECTRUCELL,
                INC., a Delaware

              corporation

            
	 	 
	
              By:

            	
              /s/
                John E. Donahue

            
	
              Name:
                

            	
              John
                E. Donahue

            
	
              Title:
                

            	
              Chief
                Financial Officer

            
	 	 
	 	 
	
              HUDSON
                STREET INVESTMENTS, 

              INC.,
                a Delaware corporation

            
	 	 
	
              By:

            	
              /s/
                John E. Donahue

            
	
              Name:
                

            	
              John
                E. Donahue

            
	
              Title:
                

            	
              Chief
                Financial Officer

            
	 	 
	 	 
	
              CYBER-TEST,
                INC., a Delaware 

              corporation

            
	 	 
	
              By:

            	
              /s/
                John E. Donahue

            
	
              Name:
                

            	
              John
                E. Donahue

            
	
              Title:
                

            	
              Chief
                Financial Officer

            


    

    
       

      [SIGNATURE
        PAGE TO SECOND LIEN SECURITY AGREEMENT]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    
      	
              VANCE
                BALDWIN, INC., a Florida 

              corporation

            
	 	 
	
              By:

            	
              /s/
                John E. Donahue

            
	
              Name:
                

            	
              John
                E. Donahue

            
	
              Title:
                

            	
              Chief
                Financial Officer

            
	 	 
	 	 
	
              TRITRONICS,
                INC., a
                Maryland 

              corporation

            
	 	 
	
              By:

            	
              /s/
                John E. Donahue

            
	
              Name:
                

            	
              John
                E. Donahue

            
	
              Title:
                

            	
              Chief
                Financial Officer

            
	 	 
	 	 
	
              SANKATY
                ADVISORS, LLC,as
                Second 

              Lien
                Agent

            
	 	 
	
              By:

            	
              /s/
                Stuart Davies

            
	
              Name:
                

            	
              Stuart
                Davies

            
	
              Title:

            	
              Managing
                Director

            


    


    [SIGNATURE
      PAGE TO SECOND LIEN SECURITY AGREEMENT]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I

    to

    SECURITY
      AGREEMENT

    


    COMMERCIAL
      TORT CLAIMS

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      II

    to

    SECURITY
      AGREEMENT

    


    FILING
      JURISDICTIONS

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      III

    to

    SECURITY
      AGREEMENT

    


    INSTRUMENTS

    AND

    LETTER
      OF CREDIT RIGHTS

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      IV

    to

    SECURITY
      AGREEMENT

    


    SCHEDULE
      OF OFFICES, LOCATIONS OF COLLATERAL

    AND
      RECORDS CONCERNING EACH GRANTOR’S COLLATERAL

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      V

    to

    SECURITY
      AGREEMENT

    


    PATENTS,
      TRADEMARKS, DOMAIN NAMES AND COPYRIGHTS

    


    PATENTS
      AND PATENT APPLICATIONS

     

    TRADEMARK
      REGISTRATIONS

    


    COPYRIGHTS

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      VI

    to

    SECURITY
      AGREEMENT

    


    INVESTMENT
      PROPERTY

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      I

    to

    SECURITY
      AGREEMENT

    


    ENCOMPASS
      GROUP AFFILIATES, INC. (Delaware)

    c/o
      HIG
      Capital

    855
      Boylston Street

    11th
      Floor

    Boston,
      MA 02116

    Telephone:
      (617) 262-8455

    Facsimile:
      (617) 262-1505

    


    ENCOMPASS
      GROUP AFFILIATES, INC. (Florida)

    c/o
      HIG
      Capital

    855
      Boylston Street

    11th
      Floor

    Boston,
      MA 02116

    Telephone:
      (617) 262-8455

    Facsimile:
      (617) 262-1505

    


    SPECTRUCELL,
      INC.

    c/o
      HIG
      Capital

    855
      Boylston Street

    11th
      Floor

    Boston,
      MA 02116

    Telephone:
      (617) 262-8455

    Facsimile:
      (617) 262-1505

    


    HUDSON
      STREET INVESTMENTS, INC.

    c/o
      HIG
      Capital

    855
      Boylston Street

    11th
      Floor

    Boston,
      MA 02116

    Telephone:
      (617) 262-8455

    Facsimile:
      (617) 262-1505

    


    CYBER-TEST,
      INC.

    c/o
      HIG
      Capital

    855
      Boylston Street

    11th
      Floor

    Boston,
      MA 02116

    Telephone:
      (617) 262-8455

    Facsimile:
      (617) 262-1505

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TRITRONICS,
      INC.

    c/o
      HIG
      Capital

    855
      Boylston Street

    11th
      Floor

    Boston,
      MA 02116

    Telephone:
      (617) 262-8455

    Facsimile:
      (617) 262-1505

    


    VANCE
      BALDWIN, INC.

    c/o
      HIG
      Capital

    855
      Boylston Street

    11th
      Floor

    Boston,
      MA 02116

    Telephone:
      (617) 262-8455

    Facsimile:
      (617) 262-1505

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    POWER
      OF ATTORNEY

    


    This
      Power of Attorney is executed and delivered by Encompass
      Group Affiliates, Inc., a Delaware corporation, Encompass Group Affiliates,
      Inc., a Florida corporation, SpectruCell, Inc., a Delaware corporation, Hudson
      Street Investments, Inc., a Delaware corporation, Cyber-Test, Inc. a Delaware
      corporation, Tritronics, Inc., a Maryland corporation and Vance Baldwin,
      Inc., a
      Florida
      corporation
      (each a
“Grantor”)
      to
      Sankaty Advisors, LLC (hereinafter referred to as “Attorney”),
      as
      Second Lien Agent for the benefit of Subordinated Note Purchasers, under the
      Amended and Restated Note Purchase Agreement and the Amended and Restated
      Security Agreement, both dated as of August 1, 2008, and other related documents
      (the “Note
      Documents”).
      No
      person to whom this Power of Attorney is presented, as authority for Attorney
      to
      take any action or actions contemplated hereby, shall be required to inquire
      into or seek confirmation from Grantor as to the authority of Attorney to take
      any action described below, or as to the existence of or fulfillment of any
      condition to this Power of Attorney, which is intended to grant to Attorney
      unconditionally the authority to take and perform the actions contemplated
      herein, and Grantor irrevocably waives any right to commence any suit or action,
      in law or equity, against any person or entity which acts in reliance upon
      or
      acknowledges the authority granted under this Power of Attorney. The power
      of
      attorney granted hereby is coupled with an interest, and may not be revoked
      or
      canceled by Grantor without Attorney’ s written consent until the Grantor’s
      obligations under the Note Documents are paid in full. Attorney shall exercise
      this Power of Attorney subject to and consistent with the terms of the Note
      Documents and this Power of Attorney; provided that the foregoing statement
      shall bind Attorney only and no person or entity acting in reliance upon or
      acknowledging the authority granted under this Power of Attorney shall be
      responsible for ascertaining whether Attorney’s actions are consistent with such
      terms. 

     

    Grantor
      hereby irrevocably constitutes and appoints Attorney (and all officers,
      employees or agents designated by Attorney), with full power of substitution,
      as
      Grantor’s true and lawful attorney-in-fact with full irrevocable power and
      authority in the place and stead of Grantor and in the name of Grantor or in
      its
      own name, from time to time in Attorney’s discretion, until the Grantor’s
      obligations under the Note Documents are paid in full, to take any and all
      appropriate action and to execute and deliver any and all documents and
      instruments which may be necessary or desirable to accomplish the purposes
      of
      the Note Documents and, without limiting the generality of the foregoing,
      Grantor hereby grants to Attorney the power and right, on behalf of Grantor,
      without notice to or assent by Grantor, and at any time, to do the following:
      (a) change the mailing address of Grantor, open a post office box on behalf
      of
      Grantor, open mail for Grantor, and ask, demand, collect, give acquittances
      and
      receipts for, take possession of, endorse any invoices, freight or express
      bills, bills of lading, storage or warehouse receipts, drafts against debtors,
      assignments, verifications, and notices in connection with any property of
      Grantor; (b) effect any repairs to any asset of Grantor, or continue or obtain
      any insurance and pay all or any part of the premiums therefor and costs
      thereof, and make, settle and adjust all claims under such policies of
      insurance, and make all determinations and decisions with respect to such
      policies; (c) pay or discharge any taxes, liens, security interests, or other
      encumbrances levied or placed on or threatened against Grantor or its property;
      (d) defend any suit, action or proceeding brought against Grantor if Grantor
      does not defend such suit, action or proceeding or if Attorney believes that
      Grantor is not pursuing such defense in a manner that will maximize the recovery
      to Attorney, and settle, compromise or adjust any suit, action, or proceeding
      described above and, in connection therewith, give such discharges or releases
      as Attorney may deem appropriate; (e) file or prosecute any claim, litigation,
      suit or proceeding in any court of competent jurisdiction or before any
      arbitrator, or take any other action otherwise deemed appropriate by Attorney
      for the purpose of collecting any and all such moneys due to Grantor whenever
      payable and to enforce any other right in respect of Grantor’s property; (f)
      cause the certified public accountants then engaged by Grantor to prepare and
      deliver to Attorney at any time and from time to time, promptly upon Attorney’s
      request, the following reports: (1) a reconciliation of all accounts, (2) an
      aging of all accounts, (3) trial balances, (4) test verifications of such
      accounts as Attorney may request, and (5) the results of each physical
      verification of inventory; (g) communicate in its own name with any party to
      any
      Contract with regard to the assignment of the right, title and interest of
      the
      Grantor in and under the Contracts and other matters relating thereto; (h)
      to
      file such financing statements with respect to the Security Agreement, with
      or
      without Grantor's signature, or to file a photocopy of the Security Agreement
      in
      substitution for a financing statement, as the Second Lien Agent may deem
      appropriate and to execute in Grantor's name such financing statements and
      amendments thereto and continuation statements which may require the Grantor's
      signature; and (i) execute, in connection with any sale provided for in any
      Note
      Document, any endorsements, assignments or other instruments of conveyance
      or
      transfer with respect to the Collateral and to otherwise direct such sale or
      resale, all as though Attorney were the absolute owner of the property of
      Grantor for all purposes, and to do, at Attorney’s option and Grantor’s expense,
      at any time or from time to time, all acts and other things that Attorney
      reasonably deems necessary to perfect, preserve, or realize upon Grantor’s
      property or assets and Attorney’s Liens thereon, all as fully and effectively as
      Grantor might do. Grantor hereby ratifies, to the extent permitted by law,
      all
      that said Attorney shall lawfully do or cause to be done by virtue
      hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, this Power of Attorney is executed by Grantor pursuant to
      the
      authority of its board of directors this 1st day of August, 2008.

    


    
      	
              ENCOMPASS
                GROUP AFFILIATES, 

              INC.,
                a
                Delaware corporation

            
	 	 
	
              By:

            	                         
              
	
              Name:

            	 
	
              Title:

            	 
	 	 
	
              ENCOMPASS
                GROUP AFFILIATES, 

              INC.,
                a
                Florida corporation

            
	 	 
	
              By:

            	                         
              
	
              Name:

            	 
	
              Title:

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              SPECTRUCELL,
                INC., a Delaware 

              corporation

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	
              HUDSON
                STREET INVESTMENTS, 

              INC.,
                a
                Delaware corporation

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	
              CYBER-TEST,
                INC., a
                Delaware 

              corporation

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	
              TRITRONICS,
                INC., a
                Maryland 

              corporation

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	
              VANCE
                BALDWIN, INC., a
                Florida 

              corporation

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    NOTARY
      PUBLIC CERTIFICATE

    


    On
      this
      ___ day of August, 2008, John E. Donahue, who is personally known to me appeared
      before me in his capacity as the Secretary of Encompass Group Affiliates, Inc.,
      a Delaware corporation (“Grantor”),
      and
      executed on behalf of Grantor the Power of Attorney in favor of Sankaty
      Advisors, LLC, as Second Lien Agent for the Subordinated Note Purchasers, to
      which this Certificate is attached.

     

    
      	 
	
              Notary
                Public

            


    

    


    On
      this
      ___ day of August, 2008, John E. Donahue, who is personally known to me appeared
      before me in his capacity as the Chief Financial Officer of Encompass Group
      Affiliates, Inc., a Florida corporation (“Grantor”),
      and
      executed on behalf of Grantor the Power of Attorney in favor of Sankaty
      Advisors, LLC, as Second Lien Agent for the Subordinated Note Purchasers, to
      which this Certificate is attached.

     

    
      
        	 
	
                Notary
                  Public

              


      

    

    


    On
      this
      ___ day of August, 2008, John E. Donahue, who is personally known to me appeared
      before me in his capacity as
      the
      Chief Financial Officer
      of
      SpectruCell, Inc. (“Grantor”)
      and
      executed on behalf of Grantor the Power of Attorney in favor of Sankaty
      Advisors, LLC, as Second Lien Agent for the Subordinated Note Purchasers, to
      which this Certificate is attached.

     

    
      
        	 
	
                Notary
                  Public

              


      

    

    


    On
      this
      ___ day of August, 2008, John E. Donahue, who is personally known to me appeared
      before me in his capacity as the Chief Financial Officer of Hudson Street
      Investments, Inc. (“Grantor”)
      and
      executed on behalf of Grantor the Power of Attorney in favor of Sankaty
      Advisors, LLC, as Second Lien Agent for the Subordinated Note Purchasers, to
      which this Certificate is attached.

    
       

      
        	 
	
                Notary
                  Public

              


      

    

    


    On
      this
      ___ day of August, 2008, John E. Donahue, who is personally known to me appeared
      before me in his capacity as the Chief Financial Officer of Cyber-Test, Inc..
      (“Grantor”)
      and
      executed on behalf of Grantor the Power of Attorney in favor of Sankaty
      Advisors, LLC, as Second Lien Agent for the Subordinated Note Purchasers, to
      which this Certificate is attached.

     

    
      
        	 
	
                Notary
                  Public

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    On
      this
      ___ day of August, 2008, John E. Donahue, who is personally known to me appeared
      before me in his capacity as the Chief Financial Officer of Tritronics, Inc.
      (“Grantor”)
      and
      executed on behalf of Grantor the Power of Attorney in favor of Sankaty
      Advisors, LLC, as Second Lien Agent for the Subordinated Note Purchasers, to
      which this Certificate is attached.

    
       

      
        	 
	
                Notary
                  Public

              


      

    

    


    On
      this
      ___ day of August, 2008, John E. Donahue, who is personally known to me appeared
      before me in his capacity as the Chief Financial Officer of Vance Baldwin,
      Inc.
      (“Grantor”)
      and
      executed on behalf of Grantor the Power of Attorney in favor of Sankaty
      Advisors, LLC, as Second Lien Agent for the Subordinated Note Purchasers, to
      which this Certificate is attached.

     

    
      
        	 
	
                Notary
                  Public