REDACTED
                –
                AS
                FILED

            	
              Exhibit
                10.43

            


    

    
THE
      MARKED PORTIONS OF THIS SIDE LETTER HAVE BEEN OMITTED AND 

    FILED
      SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR 

    CONFIDENTIAL
      TREATMENT

     

    Side
      Letter between H.I.G. Capital L.L.C. and Sankaty Advisors, LLC

    


    August
      17, 2007

    


    H.I.G.
      Capital L.L.C.

    855
      Boylston Street

    11th
      Floor

    Boston,
      MA 02116

    Attention:
      William Nolan

     

    Reference
      is hereby made to that certain Note Purchase Agreement (the “Agreement”)
      dated
      as of the date hereof and entered into by
      and
      among Encompass Group Affiliates, Inc., a Delaware corporation, as issuer,
      any
      Subsidiary of Parent from time to time party thereto, Advanced Communications
      Technology, Inc., a Florida corporation, SpectruCell, Inc., a Delaware
      corporation, Hudson Street Investments, Inc., a Delaware corporation,
      Cyber-Test, Inc. a Delaware corporation and Vance Baldwin, Inc., a Florida
      corporation, as
      guarantors, Sankaty Advisors, LLC (“Sankaty”)
      as
      First Lien Collateral Agent for the Senior Note Purchasers and Second Lien
      Collateral Agent for the Subordinated Note Purchasers, and each Senior Note
      Purchaser and Subordinated Note Purchaser listed on Schedule
      I
      attached
      thereto. All
      capitalized terms used but not otherwise defined herein have the meanings given
      to them in the Agreement or in Appendix
      I
      thereto. 

    


    The
      Note
      Parties, on behalf of themselves and their Affiliates, hereby agree that, so
      long as any Notes remain outstanding:

    


    (i)
      Right
      of First Refusal (Non-[REDACTED] Transactions).
      At
      any
      time prior to the one year anniversary of the Closing Date, if any Note Party
      or
      any entity set forth on Schedule 7.17.2.3 of the Agreement that has become
      a
      Note Party determines to issue debt securities (excluding working capital loans
      in excess of $5,000,000 and capital equipment leases) or preferred equity
      securities in connection with a merger, amalgamation, consolidation, transfer,
      sale or acquisition involving any entity set forth on Schedule 7.17.2.3 of
      the
      Agreement, the Note Purchasers shall have a right of first refusal with respect
      to such issuance, and the applicable Note Party shall provide the Note
      Purchasers with Adequate Notice and the Information (each as defined below).
      Notwithstanding the foregoing, the Note Parties may elect to issue preferred
      equity to the Sponsor without first providing the Note Purchasers such right
      of
      first refusal so long as such preferred equity has a convertible feature or
      does
      not otherwise have terms similar to debt securities;

    


    (ii)
      Right
      of First Refusal ([REDACTED]).
      At any
      time prior to the date 30 months after the Closing Date, if any Note Party
      or
      any entity set forth on Schedule 7.17.2.3 of the Agreement that has become
      a
      Note Party determines to issue debt securities (excluding working capital loans
      in excess of $5,000,000 and capital equipment leases) or preferred equity
      securities in connection with a merger, amalgamation, consolidation, transfer,
      sale or acquisition involving [REDACTED], the Note Purchasers shall have a
      right
      of first refusal with respect to such issuance, and the applicable Note Party
      shall provide the Note Purchasers with Adequate Notice and the Information.
      Notwithstanding the foregoing, the Note Parties may elect to issue preferred
      equity to the Sponsor without first providing the Note Purchasers such right
      of
      first refusal, so long as such preferred equity has a convertible feature or
      does not otherwise have terms similar to debt securities; 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (iii)
      Right
      of First Offer ([REDACTED]).
      At any
      time after the date that is 30 months after the Closing Date, if any Note Party
      or any Affiliate of the Note Parties in a similar line of business as any of
      the
      Note Parties determines to issue debt securities (excluding working capital
      loans in excess of $5,000,000 and capital equipment leases) or preferred equity
      securities in connection with a merger, amalgamation, consolidation, transfer,
      sale or acquisition involving [REDACTED], the Note Purchasers shall have a
      right
      of first offer with respect to such issuance. The Note Purchasers shall make
      such an offer to the Note Parties no more than 11 Business Days from the date
      all material information necessary to make such an offer is received from the
      Note Parties;

    


    (iv)
      Sponsor
      Financing.
      Notwithstanding anything to the contrary in clauses (i) through (iii) above,
      the
      Sponsor or its Affiliates may, at any time, provide financing to any of the
      Note
      Parties or any Affiliate of the Note Parties pursuant to the financings
      described above, and the Right of First Refusal or Right of First Offer
      described in clauses (i) through (iii) above shall not apply to any such
      financing, provided that the Note Purchasers shall have a right to purchase
      such
      financing (to which a Right of First Refusal or Right of First Offer would
      otherwise apply) from the Sponsor or its Affiliates on the terms described
      in
      this clause (iv). Such right of purchase shall be provided to the Note
      Purchasers no more than 60 days after the date of such financing and shall
      allow
      the Note Purchasers to purchase any debt issued by the Note Parties at par.
      The
      Note Purchasers shall make the determination whether or not to purchase such
      securities no more than 15 Business Days from the date all Information is
      received. 

    


    For
      the
      avoidance of doubt, with respect to clauses (i) through (iii) above, the Right
      of First Refusal or Right of First Offer shall not apply to any common equity
      issuances that do not have a convertible feature issued to the Sponsor or its
      Affiliates. 

    


    With
      respect to clauses (i) and (ii) above, (a) the applicable Note Party or
      Affiliate thereof shall provide the Note Purchasers with adequate notice (but
      in
      any event no less than 30 days) of such issuance (“Adequate
      Notice”)
      and
      all information necessary for the Note Purchasers to determine whether or not,
      in their sole discretion, they will accept the offer to purchase such securities
      on the proposed terms, which notice shall include substantially all information
      provided by the Note Parties or any Affiliate of the Note Parties to any other
      potential party to such issuance and any other information that the Note
      Purchasers may reasonably request within 5 Business Days of their receipt of
      Adequate Notice (the “Information”),
      and
      (b) the Note Purchasers shall make the determination to purchase such securities
      no more than 11 Business Days from the date all Information is received.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    If
      more
      than one Note Purchaser elects to purchase such debt securities, the debt
      securities to be issued shall be allocated among such Note Purchasers pro rata
      according to the aggregate principal amount of Notes then held by each such
      Note
      Purchaser. 

    


    If
      the
      Note Purchasers decline to purchase such securities pursuant to clauses (i)
      or
      (ii) above, such securities may not be issued on terms more favorable, taken
      as
      a whole, to the proposed investor(s) than the terms described to the Note
      Purchasers without providing the Note Purchasers with another opportunity to
      purchase such securities on such more favorable terms in accordance with clauses
      (i) or (ii) above. 

    


    The
      Second Lien Collateral Agent shall provide its written consent, not to be
      unreasonably withheld, to any party that provides refinancing of the Senior
      Notes and subject to the negotiation of an Intercreditor Agreement satisfactory
      to the Second Lien Collateral Agent. 

    


    The
      provisions of this letter shall have the same force and effect as a covenant
      pursuant to the Agreement. In the event the Note Purchasers agree to provide
      financing pursuant to clauses (i) or (ii) above, and the Note Parties then
      decline to accept such offer by the Note Purchasers to provide such financing,
      the Issuer shall pay to the Note Purchasers a 3% fee on the Subordinated Notes
      (such 3% fee to be added to the then outstanding principal amount of the
      Subordinated Notes). Without duplication of any amounts paid pursuant to the
      preceding sentence, in the event the Issuer does issue securities or such
      financing in violation of the provisions contained herein, the Issuer shall
      pay
      to the Note Purchasers a 10% prepayment premium on the Subordinated Notes upon
      such issuance or financing. In the event the Issuer does not pay such fee or
      prepayment premium when due, such failure shall constitute a Default pursuant
      to
      the Agreement. Any such fee or prepayment amount pursuant to this letter shall
      be reduced by, and without duplication of, any prepayment premiums made to
      the
      Note Purchasers under the Agreement. 

    


    Notwithstanding
      the foregoing or the definition of “Applicable Premium” in the Agreement, the
      prepayment premium for the Subordinated Notes shall be equal to 10% if the
      applicable prepayment (i) occurs within eighteen (18) months of the Closing
      Date
      and (ii) in connection with an acquisition of [REDACTED] (whether in the form
      of
      a stock purchase, merger, asset purchase or other structure); provided that
      such
      prepayment premium shall not apply in the event the Right of First Refusal
      described in clause (ii) above is provided to the Note Purchasers.

    


    This
      letter shall be deemed a Note Document for purposes of the Agreement. This
      letter shall be governed by, and shall be construed and enforced in accordance
      with, the laws of the State of New York. 

    


    This
      letter shall be binding upon the parties hereto and their respective successors
      and assigns and shall inure to the benefit of the parties hereto and the
      successors and assigns of the Note Purchasers. This letter and any amendments,
      waivers, consents or supplements may be executed in any number of counterparts
      and by different parties hereto in separate counterparts, each of which when
      so
      executed and delivered shall be deemed an original, but all such counterparts
      together shall constitute but one and the same instrument. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    By
      signing below you acknowledge your acceptance of this letter and the terms
      set
      forth herein. 

     

    
      	
              Very
                truly yours,

            
	 
	
              SANKATY
                ADVISERS, LLC, as First Lien 
Collateral Agent

            
	 	 
	
              /s/
                S. E. Davies

            
	
              By:

            	 
	
              Title:

            	 
	 	 
	
              SANKATY
                ADVISERS, LLC, as Second 
Lien Collateral Agent

            
	 
	
              /s/
                S. E. Davies

            
	
              By:

            	 
	
              Title:

            	 


    

    


    Note
      Purchasers:

     

    
      	
              PROSPECT
                HARBOR CREDIT 

            
	
              PARTNERS,
                L.P.

            
	 	 
	
              By:

            	
              /s/
                S. E. Davies

            
	
              Name:
                

            	
              Stuart
                Davies

            
	
              Title:
                

            	
              Managing
                Director

            
	 	 
	
              SANKATY
                CREDIT

            
	
              OPPORTUNITIES
                II, L.P.

            
	 	 
	
              By:

            	
              /s/
                S. E. Davies

            
	
              Name:
                

            	
              Stuart
                Davies

            
	
              Title:
                

            	
              Managing
                Director

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              SANKATY
                CREDIT

            
	
              OPPORTUNITIES
                III, L.P.

            
	 	 
	
              By:

            	
              /s/
                S. E. Davies

            
	
              Name:
                

            	
              Stuart
                Davies

            
	
              Title:
                

            	
              Managing
                Director

            
	 	 
	
              RGIP,
                LLC

            
	 
	
              By:
                

            	
              /s/
                R. B. Malt

            
	
              Name:
                

            	
              R.B.
                Malt

            
	
              Title:

            	
              Managing
                Member

            


    

     

    Issuer:

     

    
      	
              ENCOMPASS
                GROUP AFFILIATES, INC.

            
	 
	
              By:

            	
              /s/
                Wayne I. Danson

            
	
              Name:
                

            	
              Wayne
                I. Danson

            
	
              Title:

            	
              President

            


    

     

    
      Guarantors:

       

    

    
      	
              ADVANCED
                COMMUNICATIONS 

            
	
              TECHNOLOGIES,
                INC.

            
	 	 
	
              By:

            	
              /s/
                Wayne I. Danson

            
	
              Name:
                

            	
              Wayne
                I. Danson

            
	
              Title:

            	
              Chief
                Executive Officer

            
	 	 
	
              SPECTRUCELL,
                INC.

            
	 	 
	
              By:

            	
              /s/
                Wayne I. Danson

            
	
              Name:
                

            	
              Wayne
                I. Danson

            
	
              Title:
                

            	
              Chief
                Executive Officer

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              HUDSON
                STREET INVESTMENTS, INC.

            
	 	 
	
              By:

            	
              /s/
                John E. Donahue

            
	
              Name:
                

            	
              John
                E. Donahue

            
	
              Title:
                

            	
              Chief
                Financial Officer

            
	 	 
	
              CYBER-TEST,
                INC.

            
	 	 
	
              By:

            	
              /s/
                John E. Donahue

            
	
              Name:
                

            	
              John
                E. Donahue

            
	
              Title:
                

            	
              Chief
                Financial Officer

            
	 	 
	
              VANCE
                BALDWIN, INC.

            
	 	 
	
              By:

            	
              /s/
                John E. Donahue

            
	
              Name:
                

            	
              John
                E. Donahue

            
	
              Title:

            	
              Chief
                Financial Officer

            
	 	 
	
              Acknowledged
                and Accepted by:

            
	 
	
              H.I.G.
                CAPITAL L.L.C.

            
	 	 
	
              By:

            	
              /s/
                William J. Nolan

            
	
              Name:

            	 
	
              Title: