ELCOM INTERNATIONAL INC
EXHIBIT 10.4-DFS #9
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>15
<FILENAME>form10k_ex1040.txt
<DESCRIPTION>EXHIBIT 10.4-DFS #9
<TEXT>

              AMENDMENT TO BUSINESS CREDIT AND SECURITY AGREEMENT
                               (Amendment No. 9)

This Amendment to Business Credit and Security  Agreement  ("Amendment") is made
by and among Deutsche Financial  Services  Corporation  ("DFS"),  Elcom Services
Group, Inc. ("Elcom Services"),  and Elcom, Inc. f/k/a elcom.com,  inc. ("Elcom,
Inc.") (Elcom  Services and Elcom,  Inc. are referred to herein  collectively as
"Borrower).

        WHEREAS,  DFS and Borrower are parties to that certain  Business  Credit
and Security Agreement dated March 1, 1997, as amended ("Agreement"); and

        WHEREAS,  DFS and  Borrower  desire to amend the  Agreement  as provided
herein.

        NOW, THEREFORE,  for and in consideration of the premises, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, DFS and Borrower agree as follows:

        1. Total Credit  Facility.  The first  sentence of Section 3.1 is hereby
        deleted in its entirety and replaced with the following:

                "In  consideration of Borrower's  payment and performance of its
                Obligations and subject to the terms and conditions contained in
                this  Agreement,  DFS agrees to provide,  and Borrower agrees to
                accept, an aggregate credit facility (the "Credit  Facility") of
                up to Twenty-Two  Million Dollars  ($22,000,000)  ("Total Credit
                Limit");  provided,  however,  that on and after March 15, 2001,
                the  Total  Credit  Facility  shall be  reduced  to Ten  Million
                Dollars ($10,000,000)."

        2. Floorplan Inventory Loan Facility. The first sentence of Section

        3.2 is hereby deleted in its entirety and replaced with the following:

                "Subject  to the terms of this  Agreement,  DFS may  provide  to
                Borrower  floorplan  financing for the  acquisition of Inventory
                from vendors approved by DFS in DFS' reasonable  credit judgment
                (each  advance  being a "Floorplan  Inventory  Loan"),  up to an
                aggregate  unpaid  principal  amount  at any time not to  exceed
                Twenty-Two  Million  Dollars  ($22,000,000)  (collectively,  the
                "Floorplan Inventory Loan Facility"); provided, however, that at
                no time will the sum of principal amount  outstanding  under the
                Floorplan  Inventory Loan Facility plus the principal  amount of
                outstanding  Working  Capital  Loans exceed,  in the  aggregate,
                Twenty-Two  Million  Dollars  ($22,000,000.00);   and  provided,
                further,  that  on and  after  March  15,  2001,  the  Floorplan
                Inventory  Loan Facility will be reduced to Ten Million  Dollars
                ($10,000,000) and at no time on or after March 15, 2001 will the
                sum of the  principal  amount  outstanding  under the  Floorplan
                Inventory Loan Facility plus the principal amount of outstanding
                Working  Capital Loans  exceed,  in the  aggregate,  Ten Million
                Dollars ($10,000,000.00)."



<PAGE>

        3. Total Working Capital Credit Limit.

        3.1 Total Working  Capital  Credit Limit.  The first sentence of Section
        3.3 is hereby deleted in its entirety and replaced with the following:

                "Subject to the terms of this Agreement, DFS agrees, for so long
                as no  Default  exists,  to provide to  Borrower,  and  Borrower
                agrees to accept,  working capital financing (each advance being
                a "Working  Capital  Loan") on Eligible  Accounts  and  Eligible
                Inventory in the maximum  aggregate  unpaid  principal amount at
                any time equal to the lesser of (i) the Borrowing  Base and (ii)
                Twenty-Two Million Dollars ($22,000,000) ("Total Working Capital
                Credit Limit"); provided,  however, that at no time will the sum
                of  the  principal  amount   outstanding   under  the  Floorplan
                Inventory Loan Facility plus the principal amount of outstanding
                Working  Capital  Loans  exceed,  in the  aggregate,  Twenty-Two
                Million Dollars ($22,000,000.00); and provided, further, that on
                and after March 15, 2001, the Floorplan  Inventory Loan Facility
                will be reduced to Ten Million Dollars  ($10,000,000)  and at no
                time on or after  March 15,  2001 will the sum of the  principal
                amount  outstanding under the Floorplan  Inventory Loan Facility
                plus the principal  amount of outstanding  Working Capital Loans
                exceed, in the aggregate, Ten Million Dollars ($10,000,000.00)."

        4. The paragraphs that were added to the Agreement pursuant to Section 1
        of that  certain  Amendment to Business  Credit and  Security  Agreement
        (Amendment  No. 8) dated as of November 20, 2000,  are hereby deleted in
        their entirety and replaced with the following:

                "1. Not later than November 27, 2000,  Borrower hereby agrees to
                cause  Elcom   International,   Inc.  to  cause  an  institution
                acceptable to DFS to issue one or more Irrevocable  Letter(s) of
                Credit,  in the aggregate amount of Fifteen Million U.S. Dollars
                ($15,000,000.00),  in form,  substance and with expiration dates
                satisfactory to DFS. The Irrevocable Letter(s) of Credit will be
                in favor of DFS and  Deutsche  Financial  Services  (UK) Limited
                (DFS U.K.). If DFS fails to receive the Irrevocable Letter(s) of
                Credit on or before  November  27,  2000,  a Default  shall have
                occurred  under the  Agreement  and under that certain  Standard
                Conditions  for the  Sale  and  Purchase  of  Debts  dated as of
                December 3, 1997 between  Elcom Group  Limited  (Elcom Ltd.) and
                DFS U.K., as amended (the U.K. Agreement).

                2.  Borrower  hereby  agrees  to  cause  the  above   referenced
                Irrevocable  Letter(s)  of  Credit  to be  payable  to DFS  upon
                demand.  If (i) Borrower fails to pay in full all amounts due to
                DFS under the  Agreement  on or before  May 7,  2001;  or (ii) a
                Default by Borrower or Elcom Ltd.  occurs under the Agreement or
                the U.K. Agreement,  respectively,  each of DFS and DFS U.K. may
                (x) exercise  any and all of its rights and  remedies  under the
                Agreement and the U.K. Agreement

                                      2

<PAGE>

                accruing  upon the  occurrence of a Default  including,  but not
                limited to, the right to repossess the Collateral  from Borrower
                and Elcom Ltd.;  and (y)  exercise  any and all of its rights to
                draw upon any  Irrevocable  Letter of Credit  issued in favor of
                DFS and/or DFS U.K.

                3. Upon  receipt by DFS U.K.  of payment in full of all  amounts
                owed by Elcom  Ltd.  to DFS U.K.,  DFS will make a partial  draw
                under the Irrevocable  Letter(s) of Credit in the amount of Five
                Million Dollars ($5,000,000), which amount will be paid to Elcom
                International, Inc.

                4. Upon DFS receipt of the Irrevocable Letter of Credit, Section
                10(w) of the Agreement shall be deleted in its entirety."

        5. Conditions Precedent.  Notwithstanding the foregoing,  this Amendment
        shall not be effective  unless and until  satisfaction  of the following
        terms and conditions, each as acceptable to DFS, in its sole discretion:

                (a)  execution  and  delivery of this  Amendment  by all parties
                hereto;

                (b) a reaffirmation by Elcom International, Inc. of the existing
                guaranties of the obligations of Borrower to DFS;

                (c) the Irrevocable Letter of Credit referenced in the preceding
                paragraphs; and

                (d) such other and further  documents and  agreements as DFS may
                determine in connection with any of the foregoing.

        6. No Other  Modifications.  Except as  expressly  modified  or  amended
        herein,  all other terms and  provisions of the  Agreement  shall remain
        unmodified  and in full force and effect  and the  Agreement,  as hereby
        amended, is ratified and confirmed by DFS and Borrower.

        7.  Capitalized   Terms.   Except  as  otherwise  defined  herein,   all
        capitalized  terms  will  have  the  same  meanings  set  forth  in  the
        Agreement.

        IN WITNESS  WHEREOF,  DFS, Elcom Services and Elcom,  Inc. have executed
this Amendment as of the 13 day of February, 2001.


                                ELCOM SERVICES GROUP, INC.

ATTEST:

/s/ Paul Mueller                By: /s/ Peter Rendall
  (Assistant) Secretary
                                Print Name: Peter Rendall

                                Title: Chief Financail Officer

                                       3

<PAGE>


                                 ELCOM, INC.

ATTEST:

/s/ Paul Mueller                 By:/s/ Peter Rendall
  (Assistant) Secretary
                                 Print Name: Peter Rendall

                                 Title: Chief Financial Officer


                                 DEUTSCHE FINANCIAL SERVICES
                                 CORPORATION



                                 By:/s/ Greg Ledington

                                 Print Name: Greg Ledington

                                 Title: Vice-President Operations

                                      4

<PAGE>


                        Guarantor Consent and Agreement

The undersigned  Guarantor hereby  acknowledges and consents to the terms of the
foregoing Amendment to Business Credit and Security Agreement (Amendment No. 9),
and  does  hereby  ratify  and  confirm  each and  every  guaranty  of  Borrower
(inclusive of Elcom, Inc.) in all respects.


ELCOM INTERNATIONAL, INC.



By: /s/ Peter Rendall

Print Name: Peter Rendall

Title: Chief Financial Officer

Date: February 13, 2001







                                        5


U:\48\BCSA\elcom 9th amend.doc (02-2001)
</TEXT>
</DOCUMENT>
