ELCOM INTERNATIONAL INC
AMENDMENT NUMBER 7
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AMENDMENT NUMBER 7
<TEXT>


             AMENDMENT TO BUSINESS CREDIT AND SECURITY AGREEMENT
                               (Amendment No. 7)

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. Elcom, Inc. f/k/a elcom.com, inc. DFS hereby consents to the name change
     of elcom.com, inc. to Elcom, Inc. All references in the Agreement and other
     Loan Documents to elcom.com, inc. shall hereinafter refer to Elcom, Inc.

     2. 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 Forty
          Million Dollars ($40,000,000) ("Total Credit Limit")."

     3. 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-Five   Million  Dollars
          ($25,000,000)    (collectively,    the   "Floorplan   Inventory   Loan
          Facility")."

     4. 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

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               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) Fifteen  Million  Dollars  ($15,000,000)
               ("Total Working Capital Credit Limit")."

     5. Term of Agreement.  The first paragraph of Section 4.1 is hereby deleted
     in its entirety and replaced with the following:

          "4.1 Termination.  Commencing  November 6, 2000, this Agreement may be
          terminated  by either party hereto upon not less than ninety (90) days
          prior  written  notice  to the  other  party  (except  that  it may be
          terminated  by DFS  immediately  in the  exercise  of its  rights  and
          remedies  upon Default by  Borrower).  Upon  termination  by Borrower,
          Borrower must (a) make payment to DFS of all  Obligations and (b) make
          payment  to DFS  of  the  fee  described  in  Section  4.3  below.  No
          termination shall relieve Borrower from any Obligations to DFS arising
          out of Loans made prior to the date of termination."

     6. The following  paragraph is hereby incorporated into the Agreement as if
     fully and originally set forth therein:

          "In addition to the  requirements  set forth in Section  9.1.10 of the
          Agreement,  Borrower  will  provide to DFS, not later than January 31,
          2001, a draft of Elcom's  annual  report on Form 10-K,  together  with
          internally  prepared  financial  statements  sufficient  to  determine
          Borrower's  compliance with the financial  covenants  contained in the
          Agreement for the fiscal quarter ended December 31, 2000."

     7. The following  paragraphs are hereby  incorporated into the Agreement as
     if fully and originally set forth therein:

          "1. Not later than November 21, 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 21, 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 that if at least sixty (60) days prior to
          the expiration of the above referenced Irrevocable Letter(s) of Credit
          or any  subsequent  Letter(s) of Credit issued in favor of DFS and DFS
          U.K., such Irrevocable  Letter of Credit is not extended for a term of
          twelve (12) months or longer, or a new Irrevocable Letter




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          of Credit in an amount, form and from an institution acceptable to DFS
          and for a term of twelve (12) months or longer is not provided to DFS,
          a  Default  shall  have  occurred  under  the  Agreement  and the U.K.
          Agreement,  and each of DFS and DFS U.K.  may declare all sums owed by
          Borrower  and Elcom  Ltd.  under  the  Agreement  and U.K.  Agreement,
          respectively,  to be immediately  due and payable.  Upon such Default,
          each of DFS and DFS U.K.  may:  (i) exercise any and all of its rights
          under the Agreement and the U.K. Agreement including,  but not limited
          to, the right to  repossess  the  Collateral  from  Borrower and Elcom
          Ltd.;  and (ii)  exercise  any and all of its  rights to draw upon any
          Irrevocable Letter of Credit issued in favor of DFS and DFS U.K.

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

     8.  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; and

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

     9. 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.

     10. 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 6th day of November, 2000.


                                  ELCOM SERVICES GROUP, INC.

ATTEST:

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

                                  Title: Chief Financial Officer





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<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/Gregory Ledington

                                  Print Name: Gregory Ledington

                                  Title: Vice President Operations




















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<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. 7),
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: November 10, 2000



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</DOCUMENT>
