ELCOM INTERNATIONAL INC
CRIPPLE CREEK WARRANT 145,000 SHS
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10112.txt
<DESCRIPTION>CRIPPLE CREEK WARRANT 145,000 SHS
<TEXT>
 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR
   ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID
  ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM
                        SUCH REGISTRATION REQUIREMENTS.


                           ELCOM INTERNATIONAL, INC.

                         Common Stock Purchase Warrant

     Elcom International,  Inc., a Delaware corporation (the "Company"),  hereby
certifies that for good and valuable consideration,  the receipt and sufficiency
of which are hereby  acknowledged,  Cripple  Creek  Securities,  LLC, a New York
limited liability company having an address at c/o The Palladin Group, L.P., 195
Maplewood Ave., Maplewood, New Jersey 07040 ("Purchaser"),  or any other Warrant
Holder (as  hereinafter  defined) is entitled,  on the terms and  conditions set
forth  below,  to  purchase  from the  Company  at any time  during  the  period
beginning on the date hereof and ending sixty (60) months after the date hereof,
up to 4,800 fully paid and  nonassessable  shares of the common stock, par value
$.01 per share,  of the  Company  (the  "Common  Stock") at the  Purchase  Price
(hereinafter defined), as the same may be adjusted pursuant to Section 5 herein.

1.   Definitions.

     (a)  The term "Purchase Price" shall mean $6.30 per share.

     (b)  The term  "Warrant  Holder"  shall mean the Purchaser or any permitted
assignee of all or any portion of this Warrant,  on the terms and subject to the
limitations set forth herein.

     (c) The term  "Warrant  Shares"  shall mean the  shares of Common  Stock or
other securities issuable upon exercise of this Warrant.

     (d) Other terms used herein which are defined in that  certain  Amended and
Restated Structured Equity Line Flexible Financing Agreement between the Company
and  Purchaser  dated as of April 7,  2000  (the  "Agreement")  or that  certain
Amended  and  Restated  Registration  Rights  Agreement  between the Company and
Purchaser  dated as of April 7, 2000 (the  "Rights  Agreement"),  shall have the
same meanings herein as therein.

2.   Exercise of Warrant.

     This Warrant may be exercised by Warrant  Holder,  in whole or in part,  at
any time and

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of warrant 4.8k.doc

<PAGE>

from  time to time,  on or prior to the date  sixty  (60)  months  from the date
hereof, by either of the following methods:

     (a) The Warrant  Holder may surrender  this Warrant,  together with cash, a
certified  check or wire transfer of immediately  available  funds to an account
designated  by the Company  representing  the  aggregate  Purchase  Price of the
number of Warrant Shares for which the Warrant is being surrendered and the form
of  subscription  attached  hereto as Exhibit A, duly executed by Warrant Holder
("Subscription Notice"), at the offices of the Company; or

     (b) The Warrant Holder may also exercise this Warrant, in whole or in part,
in a "cashless"  or  "net-issue"  exercise by  delivering  to the offices of the
Company or any transfer agent for the Common Stock this Warrant, together with a
Subscription  Notice  specifying the number of Warrant Shares to be delivered to
such Warrant Holder ("Deliverable Shares") and the number of Warrant Shares with
respect to which this Warrant is being  surrendered  in payment of the aggregate
Purchase Price for the Deliverable Shares ("Surrendered Shares");  provided that
the Purchase  Price  multiplied  by the number of  Deliverable  Shares shall not
exceed the value of the Surrendered  Shares. For the purposes of this provision,
each Warrant Share as to which this Warrant is surrendered  will be attributed a
value equal to the Fair Market  Value (as  defined  below) of the Warrant  Share
minus the Purchase Price of the Warrant Share.

     In the event  that the  Warrant  is not  exercised  in full,  the number of
Warrant  Shares shall be reduced by the number of such Warrant  Shares for which
this Warrant is  exercised,  and the Company,  at its expense,  shall  forthwith
issue and  deliver to Warrant  Holder a new Warrant of like tenor in the name of
Warrant  Holder or as Warrant  Holder  (upon  payment  by Warrant  Holder of any
applicable transfer taxes) may request, reflecting such adjusted Warrant Shares.

3.   Delivery of Certificates.

     (a)  Subject  to the  terms  and  conditions  of this  Warrant,  as soon as
practicable after the proper exercise of this Warrant in full or in part, and in
any event within three (3) Trading Days  thereafter,  the Company shall transmit
the  certificates  (and as  soon  as  reasonably  practicable  thereafter  shall
transmit any other stock or other securities or property to which Warrant Holder
is entitled upon exercise) by messenger or overnight  delivery  service to reach
the address  designated  by such holder  within three (3) trading days after the
receipt of the Warrant,  the  Subscription  Notice and payment of the  aggregate
Purchase Price in Section 2(a) or 2(b), as appropriate ("T+3").  Provided that a
registration  statement is then effective  under the Securities Act with respect
to the Warrant Shares, in lieu of delivering physical certificates  representing
the Common Stock issuable upon exercise,  provided the Company's  transfer agent
is  participating  in  the  Depository  Trust  Company  ("DTC")  Fast  Automated
Securities  Transfer  ("FAST")  program,  upon  written  request of the  Warrant
Holder,  the Company  shall use its best efforts to cause its transfer  agent to
electronically  transmit the Common Stock  issuable upon exercise to the Warrant
Holder by  crediting  the  account of Warrant  Holder's  prime  broker  with DTC
through  its Deposit  Withdrawal  Agent  Commission  ("DWAC")  system.  The time
periods for delivery  described in the  immediately  preceding  paragraph  shall
apply to the electronic transmittals described herein.

     (b) This  Warrant may not be exercised  as to  fractional  shares of Common
Stock. In the event that the exercise of this Warrant, in full or in part, would
result in the issuance of any

{FORM OF WARRANT  4.8K.DOC;1}      -2-

<PAGE>

fractional  share of Common Stock,  then in such event  Warrant  Holder shall be
entitled to cash equal to the Fair Market Value of such  fractional  share.  For
purposes of this  Warrant,  "Fair Market  Value" equals the closing bid price of
the Common Stock on the New York Stock Exchange,  the American Stock Exchange or
the Nasdaq  National  Market,  whichever is the  principal  trading  exchange or
market  for the  Common  Stock  (the  "Principal  Market")  on the  Trading  Day
immediately  preceding the date of exercise.

4.   Representations and Covenants.

     (a)  Representations and Covenants of the Company.

          (i) The Company shall use its reasonable best efforts to insure that a
registration  statement  under the  Securities  Act covering the resale or other
disposition  thereof of the Warrant Shares by Warrant Holder is effective to the
extent provided in the Rights Agreement.

          (ii) The Company shall take all necessary  actions and  proceedings as
may be required of it and  permitted by  applicable  law,  rule and  regulation,
including,  without  limitation the notification of the National  Association of
Securities  Dealers,  for the legal and valid issuance of this Warrant and, upon
proper  exercise  hereof,  the Warrant  Shares to the Warrant  Holder under this
Warrant.

          (iii) From the date hereof through the last date on which this Warrant
is exercisable, the Company shall take all steps reasonably necessary and within
its  control to insure that the Common  Stock  remains  listed on the  Principal
Market and shall not amend its Certificate of  Incorporation  or Bylaws so as to
adversely affect any rights of the Warrant Holder under this Warrant.

          (iv) The Company shall at all times reserve and keep available, solely
for  issuance and delivery as Warrant  Shares  hereunder,  such shares of Common
Stock as shall from time to time be issuable as Warrant Shares.

          (v) The  Warrant  Shares,  when  issued in  accordance  with the terms
hereof,  will be duly authorized and, when paid for or issued in accordance with
the terms hereof,  shall be validly issued,  fully paid and non-assessable.  The
Company has  authorized  and reserved for issuance to Warrant Holder the maximum
number of shares of Common Stock issuable pursuant to this Warrant.

          (vi) With a view to making available to Warrant Holder the benefits of
Rule 144  promulgated  under the Securities Act and any other rule or regulation
of the  Commission  that may at any  time  permit  the  Warrant  Holder  to sell
securities of the Company to the public without registration, the Company agrees
to use its reasonable best efforts to:

               (A) make and keep public  information  available,  as those terms
are understood and defined in Rule 144, at all times;

{FORM OF WARRANT  4.8K.DOC;1}      -3-
<PAGE>

               (B) file with the  Commission  in a timely manner all reports and
other  documents  required  of the  Company  under  the  Securities  Act and the
Exchange Act; and

               (C) furnish to any Warrant Holder  forthwith upon written request
by such  Warrant  Holder,  at such time as such  Warrant  Holder has a bona fide
intention  to sell and in no event more than twice in any fiscal year, a written
statement by the Company that it has complied with the reporting requirements of
Rule 144 and of the  Securities  Act and the  Exchange  Act,  a copy of the most
recent  annual or quarterly  report of the Company,  and such other  reports and
documents  so filed by the Company as may be  reasonably  requested,  all at the
Warrant Holder's expense, to permit any such Warrant Holder to take advantage of
any rule or  regulation  of the  Commission  permitting  the selling of any such
securities without registration.

     (b) Representations and Covenants of the Purchaser. The Purchaser shall not
resell  Warrant  Shares,   unless  such  resale  is  pursuant  to  an  effective
registration statement under the Act or pursuant to an applicable exemption from
such registration requirements.

5.   Adjustment of Exercise Price and Number of Shares.

     The number and kind of securities purchasable upon exercise of this Warrant
and the  Purchase  Price  shall be  subject to  adjustment  from time to time as
follows:

     (a) Subdivisions, Combinations and Other Issuances. If the Company shall at
any time  after the date  hereof  but prior to the  expiration  of this  Warrant
subdivide  its  outstanding  securities as to which  purchase  rights under this
Warrant exist, by split-up,  spin-off, or otherwise,  or combine its outstanding
securities as to which purchase  rights under this Warrant exist,  the number of
Warrant  Shares as to which this Warrant is  exercisable  as of the date of such
subdivision,    split-up,   spin-off   or   combination   shall   forthwith   be
proportionately  increased  in the  case of a  subdivision,  or  proportionately
decreased in the case of a combination.  Appropriate  adjustments  shall also be
made to the Purchase  Price payable per share,  so that the  aggregate  Purchase
Price  payable for the total  number of Warrant  Shares  purchasable  under this
Warrant as of such date shall remain the same.

     (b) Stock  Dividend.  If at any time after the date hereof but prior to the
expiration  of  this  Warrant,   the  Company   declares  a  dividend  or  other
distribution on all of its  outstanding  Common Stock payable in Common Stock or
other  securities  or  rights  convertible  into  Common  Stock  ("Common  Stock
Equivalents")  without payment of any  consideration  by holders of Common Stock
for the  additional  shares  of Common  Stock or the  Common  Stock  Equivalents
(including  the  additional  shares of Common Stock  issuable  upon  exercise or
conversion  thereof),  then the number of shares of Common  Stock for which this
Warrant may be  exercised  shall be increased as of the record date (or the date
of such dividend  distribution if no record date is set) for  determining  which
holders  of Common  Stock  shall be  entitled  to  receive  such  dividends,  in
proportion to the percentage  increase in the number of outstanding  shares (and
shares  of  Common  Stock  issuable  upon  conversion  of  all  such  securities
convertible into Common Stock) of Common Stock as a result of such dividend, and
the Purchase  Price per share shall be adjusted so that the  aggregate  Purchase
Price for the Warrant Shares  issuable  hereunder  immediately  after the record
date (or on the date of such  distribution,  if  applicable),  for such dividend
shall equal

{FORM OF WARRANT  4.8K.DOC;1}      -4-
<PAGE>

the aggregate Purchase Price immediately before such record date (or on the date
of such distribution, if applicable).

     (c) Other Distributions.  If at any time after the date hereof but prior to
the expiration of this Warrant, the Company distributes to holders of all of its
outstanding Common Stock, other than as part of its dissolution,  liquidation or
the winding up of its affairs,  any shares of its capital stock, any evidence of
indebtedness  or any of its assets (other than cash,  Common Stock or securities
convertible into or exchangeable  for Common Stock),  then the number of Warrant
Shares for which this Warrant is  exercisable  shall be increased to equal:  (i)
the number of Warrant Shares for which this Warrant is  exercisable  immediately
prior to such event,  (ii) multiplied by a fraction,  (A) the numerator of which
shall be the Fair Market  Value per share of Common Stock on the record date for
the dividend or distribution, and (B) the denominator of which shall be the Fair
Market  Value per share of Common  Stock on the record date for the  dividend or
distribution  minus the  amount  allocable  to one share of Common  Stock of the
value (as  determined in good faith by the Board of Directors of the Company) of
any and all such  evidences  of  indebtedness,  shares of capital  stock,  other
securities or property,  so distributed.  The Purchase Price shall be reduced to
equal: (i) the Purchase Price in effect immediately before the occurrence of any
such event (ii)  multiplied  by a fraction,  (A) the  numerator  of which is the
number of  Warrant  Shares for which this  Warrant  is  exercisable  immediately
before the adjustment, and (B) the denominator of which is the number of Warrant
Shares for which this Warrant is exercisable immediately after the adjustment.

     (d)  Merger,  Etc.  If at any time after the date  hereof  there shall be a
merger or  consolidation  of the  Company  with or into or a transfer  of all or
substantially   all  of  the  assets  of  the  Company  to  another   entity  (a
"Transaction"),  then the Company shall  deliver  notice of the  Transaction  no
later  than  twenty  (20)  business  days  prior  to  the  consummation  of  the
Transaction  (the "Merger  Notice").  If (i) the Warrant Holder does not deliver
notice of  exercise of the  Warrant  pursuant  to Section 2 hereof and  properly
exercise  the Warrant  prior to  consummation  of the  Transaction  and (ii) the
Transaction is consummated within sixty (60) business days after delivery of the
Merger Notice,  this Warrant shall be canceled in its entirety upon consummation
of the Transaction.

     (e) Reclassification, Etc. If at any time after the date hereof there shall
be a reorganization or  reclassification  of the securities as to which purchase
rights  under  this  Warrant  exist  into  the  same or a  different  number  of
securities  of any  other  class or  classes,  then  the  Warrant  Holder  shall
thereafter  be entitled to receive  upon  exercise of this  Warrant,  during the
period  specified  herein and upon payment of the Purchase Price then in effect,
the  number  of shares  or other  securities  or  property  resulting  from such
reorganization  or  reclassification,  which  would  have been  received  by the
Warrant  Holder for the shares of stock subject to this Warrant had this Warrant
at such time been exercised.

6.   No Impairment.

     The Company will not, by amendment of its Certificate of  Incorporation  or
through  any  reorganization,   transfer  of  assets,   consolidation,   merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such

{FORM OF WARRANT  4.8K.DOC;1}      -5-
<PAGE>

terms and in the taking of all such action as may be necessary or appropriate in
order to protect the rights of the Warrant  Holder against  impairment.  Without
limiting the generality of the foregoing,  the Company (a) will not increase the
par value of any  Warrant  Shares  above the  amount  payable  therefor  on such
exercise,  and (b) will take all such action as may be  reasonably  necessary or
appropriate  in order that the Company may validly and legally  issue fully paid
and nonassessable Warrant Shares on the proper exercise of this Warrant.

7.   Notice of Adjustments.

     Whenever  the  Purchase  Price or  number  of  Warrant  Shares  purchasable
hereunder  shall be  adjusted  pursuant to Section 5 hereof,  the Company  shall
execute  and deliver to the  Warrant  Holder a  certificate  setting  forth,  in
reasonable  detail,  the  event  requiring  the  adjustment,  the  amount of the
adjustment,  the method by which such adjustment was calculated and the Purchase
Price and number of shares  purchasable  hereunder  after giving  effect to such
adjustment,  and shall cause a copy of such  certificate  to be mailed (by first
class mail, postage prepaid) to the Warrant Holder.

8.   Rights as Stockholder.

     Prior to exercise of this Warrant, the Warrant Holder shall not be entitled
to any rights as a  stockholder  of the  Company  with  respect  to the  Warrant
Shares,  including (without limitation) the right to vote such shares or execute
consents in respect thereof, receive dividends or other distributions thereon or
be notified of stockholder meetings.  However, in the event of any taking by the
Company  of a  record  of the  holders  of  Common  Stock  for  the  purpose  of
determining  the  holders  thereof who are  entitled to receive any  dividend or
other  distribution  (other than a cash  dividend),  any right to subscribe for,
purchase  or  otherwise  acquire  any  shares of stock of any class or any other
securities or property, or to receive any other right, the Company shall mail to
each Warrant Holder,  at least 10 days prior to the date specified,  therein,  a
notice  specifying  the date on which  any such  record  is to be taken  for the
purpose of such dividend, distribution or right, and the amount and character of
such dividend, distribution or right.

9.   Limitation on Exercise.

     Notwithstanding anything to the contrary contained herein, this Warrant may
not be exercised by the Warrant  Holder to the extent that,  after giving effect
to Warrant  Shares to be issued  pursuant to a  Subscription  Notice,  the total
number of  shares of Common  Stock  deemed  beneficially  owned by such  Warrant
Holder (other than by virtue of ownership of this Warrant, or ownership of other
securities  that have  limitations on the holder's rights to convert or exercise
similar to the limitations set forth herein), together with all shares of Common
Stock deemed beneficially owned by the Warrant Holder's Affiliates that would be
aggregated  for purposes of  determining  whether a group under Section 13(d) of
the  Securities  Exchange  Act of 1934 exists  ("Beneficial  Ownership"),  would
exceed  4.9% of the total  issued and  outstanding  shares of the Common  Stock.
Notwithstanding the foregoing,  the Warrant Holder shall have the right to waive
this restriction,  in whole or in part, upon 61 days prior written notice to the
Company;  provided,  however,  that such waiver  shall not be  permitted  to the
extent that, if the Warrant Holder were to acquire  additional  shares of Common
Stock pursuant to such waiver, its Beneficial  Ownership of shares of the Common
Stock would exceed 9.9% of the total issued and


{FORM OF WARRANT  4.8K.DOC;1}      -6-
<PAGE>

outstanding shares of the Common Stock. The delivery of a Subscription Notice by
the Warrant Holder shall be deemed a representation by such holder that it is in
compliance  with this  paragraph.  The terms  "deemed  beneficially  owned"  and
"Beneficial  Ownership" as used in this Warrant shall exclude  shares that might
otherwise  be  deemed  beneficially  owned by  reason  of the  exercise  of this
Warrant.

10.  Replacement of Warrant.

     On receipt of evidence reasonably  satisfactory to the Company of the loss,
theft,  destruction  or  mutilation  of the Warrant and, in the case of any such
loss, theft or destruction of the Warrant, on delivery of an indemnity agreement
or security reasonably satisfactory in form and amount to the Company or, in the
case of any such mutilation,  on surrender and cancellation of such Warrant, the
Company at the  Warrant  Holder's  expense  will  execute and  deliver,  in lieu
thereof, a new Warrant of like tenor.

11.  Specific Enforcement; Consent to Jurisdiction and Choice of Law.

     (a)  The  Company  and  the  Warrant  Holder  acknowledge  and  agree  that
irreparable  damage would occur in the event that any of the  provisions of this
Warrant  were not  performed in  accordance  with their  specific  terms or were
otherwise breached.  It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent or cure breaches of the provisions of
this Warrant and to enforce  specifically the terms and provisions hereof,  this
being in addition to any other remedy to which either of them may be entitled by
law or equity.

     (b) EACH OF THE  COMPANY  AND THE  WARRANT  HOLDER (I)  HEREBY  IRREVOCABLY
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN
NEW YORK  COUNTY,  NEW YORK FOR THE PURPOSES OF ANY SUIT,  ACTION OR  PROCEEDING
ARISING OUT OF OR RELATING TO THIS  WARRANT AND (II) HEREBY  WAIVES,  AND AGREES
NOT TO ASSERT IN ANY SUCH SUIT,  ACTION OR PROCEEDING,  ANY CLAIM THAT IT IS NOT
PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS,  THAT THE SUIT, ACTION OR
PROCEEDING  IS BROUGHT IN AN  INCONVENIENT  FORUM OR THAT THE VENUE OF THE SUIT,
ACTION OR  PROCEEDING  IS IMPROPER.  EACH OF THE COMPANY AND THE WARRANT  HOLDER
CONSENTS  TO PROCESS  BEING  SERVED IN ANY SUCH SUIT,  ACTION OR  PROCEEDING  BY
MAILING A COPY  THEREOF TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT
UNDER THIS  WARRANT  AND AGREES  THAT SUCH  SERVICE  SHALL  CONSTITUTE  GOOD AND
SUFFICIENT  SERVICE OF PROCESS  AND NOTICE  THEREOF.  NOTHING IN THIS  PARAGRAPH
SHALL AFFECT OR LIMIT ANY RIGHT TO SERVE  PROCESS IN ANY OTHER MANNER  PERMITTED
BY LAW.

     (c) THIS  WARRANT  SHALL BE  GOVERNED  BY AND  CONSTRUED  AND  ENFORCED  IN
ACCORDANCE  WITH THE INTERNAL  LAWS OF THE STATE OF DELAWARE  WITHOUT  REGARD TO
SUCH STATE'S PRINCIPLES OF CONFLICT OF LAWS.

{FORM OF WARRANT  4.8K.DOC;1}      -7-
<PAGE>

12.  Entire Agreement: Amendments.

     This  Warrant,  the  Exhibits  hereto and the  provisions  contained in the
Agreement,  the Rights  Agreement  and  incorporated  into this  Warrant and the
Warrant Shares contain the entire  understanding  of the parties with respect to
the matters  covered  hereby and thereby  and except as  specifically  set forth
herein and  therein,  neither  the  Company  nor the  Warrant  Holder  makes any
representation,  warranty, covenant or undertaking with respect to such matters.
This  Warrant  and any  term  thereof  may be  changed,  waived,  discharged  or
terminated  only by an instrument  in writing  signed by the party against which
enforcement of such change, waiver, discharge or termination is sought.

13.  Notices.

     Any  notice  or  other  communication  required  or  permitted  to be given
hereunder  shall be in writing and shall be effective  (a) upon hand delivery or
delivery by telex (with correct answer back  received),  or upon  transmittal by
telecopy or facsimile at the address or number designated below (if delivered on
a  business  day  during  normal  business  hours  where  such  notice  is to be
received),  or the first business day following such delivery or transmittal (if
delivered  other than on a business day during normal  business hours where such
notice is to be received) or (b) on the second  business day  following the date
of mailing by express courier service, fully prepaid, addressed to such address,
or upon  actual  receipt of such  mailing,  whichever  shall  first  occur.  The
addresses for such communications shall be:

     If to the Company:

     Elcom International, Inc.
     10 Oceana Way
     Norwood, MA 02062
     Attn:  Robert J. Crowell
     Fax:  (781) 551-0409

     with a copy to:

     Calfee Halter & Griswold LLP
     1400 McDonald Investment Center
     800 Superior Avenue
     Cleveland, Ohio 44114-2688
     Attn:  Douglas A. Neary, Esq.
     Fax:  (216) 241-0816

     If to the Purchaser:

     Cripple Creek Securities, LLC
     c/o The Palladin Group
     195 Maplewood Ave.
     Maplewood, New Jersey 07040

{FORM OF WARRANT  4.8K.DOC;1}      -8-
<PAGE>

     Attn: Robert L. Chender
     Fax: (973) 313-6491

     with a copy to:

     Arnold & Porter
     555 12th Street, N.W.
     Washington, D.C.  20004
     Attn: L. Stevenson Parker, Esq.
     Fax:  (202) 942-5999

Either party  hereto may from time to time change its address for notices  under
this Section 13 by giving at least 10 days prior written  notice of such changed
address to the other party hereto.

14.  Miscellaneous.

     This  Warrant  and any term hereof may be changed,  waived,  discharged  or
terminated  only by an instrument  in writing  signed by the party against which
enforcement of such change,  waiver,  discharge or  termination  is sought.  The
headings in this Warrant are for purposes of reference only, and shall not limit
or otherwise affect any of the terms hereof. The invalidity or  unenforceability
of any provision hereof shall in no way affect the validity or enforceability of
any other provisions.

15.  Assignment.

     This Warrant may not be  assigned,  by the Warrant  Holder,  in whole or in
part, without the prior written consent of the Company; provided,  however, that
upon written notice to the Company,  the Warrant Holder may assign this Warrant,
in whole or in part, to an Affiliate of the Warrant Holder without the Company's
consent.  In either  case,  to effect a transfer  of this  Warrant,  the Warrant
Holder shall submit this Warrant to the Company  together  with a duly  executed
Assignment  in  substantially  the form and  substance of the Form of Assignment
which is attached to this Warrant as Exhibit B, and, upon the Company's  receipt
hereof, and in any event, within three (3) business days thereafter, the Company
shall,  at Warrant  Holder's  expense,  issue a Warrant to the Warrant Holder to
evidence  that  portion  of this  Warrant,  if any,  as shall  not have  been so
transferred or assigned.

{FORM OF WARRANT  4.8K.DOC;1}      -9-
<PAGE>

Dated:  December 3, 2001

                                                ELCOM INTERNATIONAL, INC.

                                                By: /s/ Peter Rendall
                                                Printed: Peter Rendall
                                                Title: Chief Financial Officer



Attest:

By: /s/ Scott Soloway
Its: Scott Soloway

<PAGE>

                                   EXHIBIT A
                                   _________

                              SUBSCRIPTION NOTICE
                           (FORM OF WARRANT EXERCISE)
                   (To be signed only on exercise of Warrant)

TO _______________

The undersigned, the holder of the within Warrant, hereby irrevocably elects to
exercise this Warrant:

        _____(A)    for, and to purchase thereunder,  _______________  shares of
                    Common  Stock  of  Elcom  International,  Inc.,  a  Delaware
                    corporation (the "Common Stock"),  and herewith,  or by wire
                    transfer, makes payment of $_____therefor; or

        _____(B)    in a "cashless" or "net-issue exercise" for, and to purchase
                    thereunder  _______________  shares  of  Common  Stock,  and
                    herewith makes payment therefor with __________  Surrendered
                    Warrant Shares.

     Tendered  herewith is payment for all taxes  payable upon  exercise of this
Warrant, including transfer taxes, stamp taxes and other taxes.

     The undersigned requests that the certificates for such shares be issued in
the name of, and

        _____(A)    delivered   to   ___________________,   whose   address   is
                    _____________________; or

        _____(B)    electronically  transmitted  and  credited to the account of
                    ______________   undersigned's  prime  broker  (Account  No.
                    _______________)  with Depository  Trust Company through its
                    Deposit Withdrawal Agent Commission system.


Dated: _______________
______________
                                        _______________________________
                                        (Signature must conform to name of
                                        holder as specified on the face of the
                                        Warrant)

                                        __________________________
                                                 (Address)

                                        Tax Identification Number: _____________
{FORM OF WARRANT  4.8K.DOC;1}
<PAGE>

                                   EXHIBIT B

                               FORM OF ASSIGNMENT
                   (To be signed only on transfer of Warrant)

     For value received,  the undersigned hereby sells,  assigns,  and transfers
unto  ______________  (the  "Transferee")  the right  represented  by the within
Warrant to purchase ____ shares of Common Stock of Elcom International,  Inc., a
Delaware  corporation,  to  which  the  within  Warrant  relates,  and  appoints
_________  Attorney to transfer such right on the books of Elcom  International,
Inc., a Delaware corporation, with full power of substitution of premises.

Dated: _______________


                                        __________________________________
                                        (Signature must conform to name of
                                        holder as specified on the face of the
                                        Warrant)
                                        __________________________________
                                                  (Address)
Signed in the presence of:


__________________________


     The undersigned Transferee accepts the assignment and transfer of the right
represented by the within  Warrant to purchase  ______ shares of Common Stock of
Elcom  International,  Inc.  and  hereby  agrees  to be bound by the  terms  and
conditions of such Warrant.


                                        __________________________________
                                        Signature

                                        __________________________________
                                                   (Address)
{FORM OF WARRANT 4.8K.DOC;1}

</TEXT>
</DOCUMENT>
