EQUITY REPURCHASE WAIVER AGREEMENT

 Execution Version

EQUITY REPURCHASE WAIVER AGREEMENT

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

RECITALS

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

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

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

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