AMENDMENT TO EMPLOYMENT AND NON-COMPETITION AGREEMENT
This Amendment to Employment and Non-Competition Agreement (this “Amendment”) is entered into
between Encompass Group Affiliates, Inc., f/k/a Advanced Communications Technologies, Inc., a Florida
corporation (“Employer”), and John E. Donahue, an individual whose address is 527 W. 110 Street, #75, New
York, NY 10025 (“Executive”), effective as of July 31, 2009.
Employer and Executive are party to an Employment Agreement dated as of August 17, 2007 (the
“Employment Agreement”), which sets forth the terms and conditions of Executive’s employment with
Employer. Employer and Executive wish to amend the terms of the Employment Agreement as set forth herein,
and, hereafter, references to the “Employment Agreement,” “Agreement,” “herein,” or words of like import in the
Employment Agreement shall refer to the Employment Agreement as amended hereby.
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and
intending to be legally bound hereby, the parties hereto agree as follows:
1. All capitalized terms used herein and not defined herein shall have the respective meanings
assigned to them in the Employment Agreement.
2. Paragraph (d) of Schedule 1 of the Employment Agreement, containing the definition of
“Performance Bonus,” is hereby deleted in its entirety and replaced with the following:
“Performance Bonus” means, with respect to any fiscal year of Encompass Group Affiliates, Inc.:
• (i) if Actual EBITDA for such fiscal year is less than ninety percent (90%) of the Target
EBITDA for such fiscal year, zero;
• (ii) if Actual EBITDA for such fiscal year is equal to ninety percent (90%) of the Target
EBITDA for such fiscal year, an amount equal to thirty-five percent (35%) of the Base
• (iii) if Actual EBITDA for such fiscal year is more than ninety percent (90%) and less
than one hundred percent (100%) of the Target EBIT