Exhibit 10.10

THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE UNDERLYING SHARES OF COMMON
STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES  ACT"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD,  OFFERED
FOR SALE,  TRANSFERRED OR OTHERWISE  DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT  AND ANY  APPLICABLE  STATE
SECURITIES  LAWS,  OR IT IS OTHERWISE  ESTABLISHED  TO THE  SATISFACTION  OF THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

                                     WARRANT
                   To Purchase 353,418 Shares of Common Stock,
                            Par Value $.01 Per Share,
                                       of
                            ELCOM INTERNATIONAL, INC.
             A Corporation Incorporated Under the Laws of the State
             of Delaware VOID AFTER 5:00 P.M., Boston, Massachusetts
                             Time December 30, 2002

                  WHEREAS,  Wit Capital  Corporation ("Wit Capital" or "Holder")
entered into that certain Letter Agreement (the "Letter  Agreement")  dated July
8, 1999, with Elcom International Inc., a Delaware corporation (the "Company")

                  WHEREAS, as compensation for services rendered pursuant to the
Letter  Agreement and subject to and upon the conditions set forth therein,  the
Company is to issue to Wit Capital a warrant (the  "Warrant")  to purchase  that
number of shares  (subject to the  provisions  of Sections 3 and 5(d) hereof and
subject to adjustment  as provided in this  Warrant) of Common Stock,  par value
$.01 per share (the "Common  Shares"),  of the Company as set forth in the title
hereof;

                  NOW, THEREFORE,  THIS CERTIFIES that, for value received,  the
undersigned Holder hereof, is entitled to purchase,  on the terms and conditions
stated herein, between 5:00 p.m. Boston, Massachusetts time on December 30, 1999
and 5:00

<PAGE>
p.m.  Boston,  Massachusetts  time on December 30, 2002 both inclusive,
subject to the  exercisability  and vesting  conditions  contained  in Section 3
hereof and subject to the Cash  Payment (as defined in Section 5(d) hereof) (the
period between and including said times, the "Exercise Period"), an aggregate of
up to 353,418  Common Shares of the Company,  subject to adjustment as set forth
in Section 5 hereof.

                  1.  Purchase  Price.  The purchase  price upon any exercise of
this Warrant shall be twenty-eight  dollars and  seventy-one  cents ($28.71) for
each Common Share  purchased  (the "Purchase  Price"),  subject to adjustment as
hereinafter  provided.  The term  "Warrant," as used herein,  shall include this
Warrant and each  succeeding  warrant  issued in  accordance  with  Section 2 or
Section 5 hereof.

                  2.  Exercise  and  Issuance.  Subject  to  the  provisions  of
Sections 3 and 5(d) hereof, this Warrant may be exercised in whole or in part at
any time or times during the Exercise Period, upon written notice in the form of
the Purchase  Form  attached  hereto (to which this  original  Warrant  shall be
annexed)  executed by the Holder and sent to the Company at the principal office
of the Company, 10 Oceana Way, Norwood, Massachusetts 02062, Attention: Chairman
(or such other  address as the  Company may  designate  by written  notice),  by
certified or registered mail or by Federal Express or a similar express delivery
service.  Any such  Purchase Form shall specify the number of Common Shares with
respect to which this Warrant is being exercised and shall be accompanied by the
aggregate Purchase Price for such shares,  which shall be tendered by the Holder
to the Company in cash, by wire  transfer,  by bank or certified  check or, upon
prior  written  approval of the  Company,  which  approval  shall be in the sole
discretion of the Company,  by delivery of Common Shares having a Current Market
Value (as defined below) on the date of exercise equal to the aggregate Purchase
Price and which

                                       2
<PAGE>
Common  Shares  shall have been owned by the Holder for a period of at least six
months prior to the exercise of this Warrant.

         Upon prior written approval of the Company,  which approval shall be in
the sole  discretion of the Company,  the Holder also may 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  Shares this
Warrant,  together with a Purchase Form  specifying the number of Warrant Shares
to be delivered to the Holder  ("Deliverable  Shares") and the number of Warrant
Shares (as such term is defined below) otherwise  acquirable under this Warrant,
which are 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 purposes of this  provision,  each of the  Surrendered
Shares will be attributed a value equal to the Current  Market Value (as defined
below) of the Warrant Share minus the Purchase Price of the Warrant Share.

         If such Purchase Form and payment are received by the Company in proper
form during the Exercise  Period,  the Company shall as promptly as practicable,
and in any event, within ten business days thereafter,  issue and deliver to the
Holder a share certificate or certificates,  in the denominations and registered
in the  appropriate  name, for all of the fully paid and  non-assessable  Common
Shares for which this Warrant has been properly exercised (hereinafter, "Warrant
Shares");  provided,  however, that the Company may, as a condition precedent to
any such issuance and in the exercise of its reasonable  discretion,  request an
opinion of counsel to the Holder  (which  counsel  and form of opinion  shall be
reasonably  acceptable  to the Company  and its  counsel) to the effect that the
issuance  of the  Warrant  Shares  upon such  exercise  is  allowable  under all
applicable  securities laws. Any issuance and documentary taxes or other charges
to be

                                       3
<PAGE>

paid in connection  with such  issuance of Warrant  Shares shall be borne by the
Company,  provided  that the Company shall not be  responsible  for any taxes or
other  governmental  charges  attributable  to any transfer by the Holder of any
Warrant Shares or  attributable to the issue of any  certificate(s)  for Warrant
Shares in any name other than that of the registered Holder of this Warrant, and
in such case,  the  Company  shall not be required to issue or deliver any stock
certificate  until  such  tax or  other  charge  has  been  paid or it has  been
established to the Company's  reasonable  satisfaction that no such tax or other
charge is due.  Upon receipt by the Company of all of the  foregoing  deliveries
called for upon exercise of this Warrant,  Holder  shall,  for all purposes,  be
deemed to have become the holder of record of such Warrant Shares on the date on
which the last of such deliveries was made, irrespective of the date of delivery
by the Company of the stock certificate(s) therefor; except that if such date is
a date when the stock transfer books of the Company are closed,  Holder shall be
deemed to have become the holder of such Shares at the  beginning of business on
the next date on which the stock  transfer  books are open.  If this  Warrant is
exercised  only in part,  the  Company,  at the time of  delivery  of said share
certificate or certificates,  shall deliver to the Holder a new Warrant,  at the
sole  cost  and  expense  of the  Company,  in  substantially  the  form  hereof
evidencing the right of the Holder to purchase the balance of the Warrant Shares
covered by this Warrant.

         At the time of exercise each  certificate  for such Common Shares shall
bear on its face or on the reverse  side thereof the  following  legend (and any
additional legend(s) required by applicable law):

         "The  securities   represented  by  this   certificate  have  not  been
         registered   under  the   Securities  Act  of  1933,  as  amended  (the
         "Securities  Act"), or any state securities laws. They may not be sold,
         offered for sale,  transferred or otherwise disposed of except pursuant
         to an effective registration statement under the Securities Act and any
         applicable state securities laws, or it is otherwise established to the
         satisfaction of the Company that such registration is not required."

                                       4
<PAGE>

Any  certificate  issued  at the  time  in  exchange  or  substitution  for  any
certificate  bearing the  foregoing  legend with respect to the  Securities  Act
shall bear said legend unless the Company  otherwise  directs or unless,  in the
written opinion of the applicable Holder's counsel obtained at Holder's expense,
reasonably satisfactory to the Company's counsel, such legend no longer applies.

         For  purposes of this Warrant  Agreement,  "Current  Market  Value" per
Common Share at any date means the consolidated  volume-weighted average trading
price for the Common Shares on the New York Stock  Exchange,  the American Stock
Exchange  or the Nasdaq  National  Market,  to the extent the Common  Shares are
listed or included  for trading  thereon,  during the  primary  trading  session
currently ending at 4:00 p.m. on the trading day immediately preceding such date
of determination.

                  3.  Limitation  on Exercise of Warrant.  This Warrant shall be
exercisable  with respect to eighty percent (80%) of the aggregate Common Shares
subject to this Warrant at any time during the Exercise Period  beginning on the
date hereof. This Warrant shall become exercisable with respect to the remaining
twenty percent (20%) of the aggregate  Common Shares (the "20% Vesting  Amount")
subject  to this  Warrant  upon  the  earlier  to  occur  of (i)  the  Company's
registration statement on Form S-3 (the "Form S-3") filed pursuant to the Equity
Line  Arrangement (as defined below) being declared  effective by the Securities
and Exchange Commission or (ii) one-hundred and twenty (120) days after the date
of this Warrant. Notwithstanding any other provision herein to the contrary, the
20% Vesting  Amount shall not become  exercisable  in the event that the Company
terminates  that certain  Structured  Equity Line Flexible  Financing  Agreement
between the Company and Cripple Creek  Securities,  LLC dated as of December 30,
1999 (the "Equity Line  Arrangement")  and such  termination  is a result of the

                                       5
<PAGE>

determination  pursuant to Section 2.6(b) of the Equity Line  Arrangement by the
Board  of  Directors  of the  Company  that  that the  review  by the SEC of the
Company's registration statement filed on Form S-3 may have an adverse effect on
the timing or  marketability  of a public  offering of  securities by elcom.com,
inc., a Subsidiary of the Company.

                  4.  Transferability;  Limitation on Rights. The Holder of this
Warrant  shall not be entitled to give,  sell,  transfer (by operation of law or
otherwise),  pledge, mortgage,  hypothecate or otherwise dispose of this Warrant
without the prior written  approval of the Company,  which  approval shall be in
the sole discretion of the Company.  Notwithstanding  the foregoing,  the Holder
shall be entitled to transfer this Warrant,  without the consent of the Company,
to any entity that is part of an  "affiliated  group" with the Company,  as such
term is defined in Section  1504(a) of the  Internal  Revenue  Code of 1986,  as
amended.

                  5.       Antidilution Provisions
                           (a)      Changes in  Capitalization.  In the event
that at any time or from time to time the  Company  shall (i) pay a dividend  or
make a  distribution  on its Common  Shares  payable  in Common  Shares or other
equity  interests of the Company,  (ii) subdivide its outstanding  Common Shares
into a larger  number of Common  Shares,  (iii) combine its  outstanding  Common
Shares into a smaller  number of Common  Shares or (iv) increase or decrease the
number of Common Shares  outstanding by  reclassification  of its Common Shares,
then  the  number  of  Common  Shares  issuable  upon  exercise  of the  Warrant
immediately  after the  happening  of such event  shall be  adjusted to a number
determined by multiplying the number of Common Shares that the Holder would have
owned or have been  entitled  to receive  upon  exercise  had the  Warrant  been
exercised  immediately prior to the happening of the events described above (or,
in the case of a dividend or  distribution  of Common  Shares or other shares

                                       6
<PAGE>

of capital stock,  immediately prior to the record date therefor) by a fraction,
the  numerator of which shall be the total number of Common  Shares  outstanding
immediately   after  the  happening  of  the  events  described  above  and  the
denominator  of which  shall be the total  number of Common  Shares  outstanding
immediately prior to the happening of the events described above; and subject to
Section 5(g),  the Exercise Price for each Warrant shall be adjusted to a number
determined by dividing the Exercise Price immediately prior to such event by the
aforementioned  fraction. An adjustment made pursuant to this Section 5(a) shall
become effective immediately after the effective date of such event, retroactive
to the record date therefor in the case of a dividend or  distribution of Common
Shares or other shares of the Company's capital stock.

                           (b)   Rights Issued to All Holders of Common Shares.
In the event that at any time or from time to time the  Company  shall  issue to
all holders of Common Shares,  without any charge,  rights,  options or warrants
entitling  the holders  thereof to subscribe  for Common  Shares,  or securities
convertible  into or exchangeable  or exercisable  for Common Shares,  entitling
such holders to  subscribe  for or purchase  Common  Shares at a price per share
that is lower at the record date for such issuance than the then Current  Market
Value  per  Common  Share  other  than in  connection  with  the  adoption  of a
shareholder  rights  plan by the  Company,  then the  number  of  Common  Shares
issuable  upon the  exercise  of each  Warrant  shall be  increased  to a number
determined by multiplying the number of Common Shares  theretofor  issuable upon
exercise  of the  Warrant by a  fraction,  the  numerator  of which shall be the
number of Common  Shares  outstanding  on the date of issuance  of such  rights,
options,  warrants or  securities  plus the number of  additional  Common Shares
offered for  subscription or, purchase or into or for which such securities that
are issued are convertible,  exchangeable or exercisable, and

                                       7
<PAGE>

the denominator of which shall be the number of Common Shares outstanding on the
date of issuance of such rights, options,  warrants or securities plus the total
number of Common  Shares  that the  aggregate  consideration  received  or to be
received by the Company upon  exercise or conversion in full of all such rights,
options,  warrants or securities would purchase at the then Current Market Value
per Common Share.  Subject to Section 5(g), in the event of any such adjustment,
the  Exercise  Price shall be adjusted to a number  determined  by dividing  the
Exercise Price immediately prior to such date of issuance by the  aforementioned
fraction.  Such adjustment shall be made immediately after such rights,  options
or warrants are issued and shall  become  effective,  retroactive  to the record
date for the  determination  of  stockholders  entitled to receive  such rights,
options, warrants or securities.

                           (c)      Other Issuances of Common Shares or Rights.
In the event that at any time or from time to time the  Company  shall issue (i)
Common  Shares  (subject  to the  provisions  below),  (ii)  rights,  options or
warrants  entitling the holder thereof to subscribe for Common Shares (provided,
however,  that no  adjustment  shall be made upon the  exercise of such  rights,
options or warrants),  or (iii)  securities  convertible into or exchangeable or
exercisable for Common Shares  (provided,  however,  that no adjustment shall be
made upon the conversion,  exchange or exercise of such securities),  and in any
event other than for Excluded Shares (as defined in Section 5(j)) at a price per
share at the record  date of such  issuance  that is less than the then  Current
Market Value per Common Share,  then the number of Common  Shares  issuable upon
the  exercise  of the  Warrant  shall be  increased  to a number  determined  by
multiplying  the number of Common Shares  theretofore  issuable upon exercise of
the Warrant by a fraction,  the numerator of which shall be the number of Common
Shares  outstanding  immediately  after such sale or issuance plus the number of
additional  Common Shares  offered for  subscription  or

                                       8
<PAGE>

purchase or into or for which such securities  that are issued are  convertible,
exchangeable or exercisable, and the denominator of which shall be the number of
Common Shares  outstanding  immediately  prior to such sale or issuance plus the
total number of Common Shares which the aggregate  consideration  expected to be
received by the Company (assuming the exercise or conversion in full of all such
rights,  options,  warrants or  securities,  if any) would  purchase at the then
Current  Market  Value per Common  Shares,  and  subject to  Section  5(g),  the
Exercise Price shall be adjusted to a number determined by dividing the Exercise
Price immediately prior to such date of issuance by the aforementioned fraction.
For  purposes of this  Section  5(c) only,  any  issuance of Common  Shares,  or
rights,  options or warrants to subscribe for, or other  securities  convertible
into or  exercisable or  exchangeable  for,  Common  Shares,  which issuance (or
agreement to issue) (A) is in exchange for or otherwise in  connection  with the
bona fide acquisition of property  (excluding any such exchange  exclusively for
cash) of any person or entity and (B) is at a price per share  equal to the fair
market value  thereof at the time an agreement in principle is reached or at the
time a definitive  agreement is entered into,  shall be deemed to have been made
at a price per share equal to the Current  Market  Value per share at the record
date with respect to such  issuance (or, if  applicable,  the time of closing or
consummation of such exchange or  acquisition)  if such definitive  agreement is
entered  into within 120 days of the date of such  agreement in  principle.  For
purposes  of the  foregoing  sentence,  (x) in the case of an issuance of Common
Shares in an  amount  less than 5% of the  then-outstanding  Common  Shares on a
fully  diluted  basis,  the  Company's  Board of  Directors,  in its  reasonable
discretion,  shall have  determined that the price per share times the aggregate
Common Shares issued is equal to the fair market value of the property  received
in exchange  therefor  or (y) in the case of an issuance of Common  Shares in an
amount greater than 5% of the then-outstanding  Common

                                       9
<PAGE>

Shares on a fully diluted  basis,  the Company  shall obtain a fairness  opinion
from a reputable  investment  banking firm or, as  appropriate,  an appraisal or
other report from a reputable  individual  or entity  engaged in the business of
rendering  such  appraisals  or  reports  as to the  fair  market  value of such
property  received or to be  received by the Company in exchange  for the Common
Shares.

                           (d)       Merger.  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,  then the Company shall deliver notice of such transaction no later than
ten (10)  business  days  prior to the  consummation  of such  transaction  (the
"Merger  Notice").  If (i) the Holder does not deliver notice of exercise of the
Warrant  pursuant  to Section 2 hereof,  within  eight (8)  business  days after
delivery of the Merger  Notice and (ii) such  transaction  is  consummated  with
thirty (30)  business  days after  delivery of the Merger  Notice,  this Warrant
shall be canceled in its entirety  upon  consummation  of the  transaction.

                           (e)      Spin-Off.  If at any time  after  the  date
hereof the Company shall make a distribution on its Common Shares in the form of
assets of the Company  (including  the capital  stock of any  subsidiary  of the
Company),  the Purchase Price set forth in Section 1 hereof shall be adjusted to
a number  determined by  multiplying  the Purchase  Price in effect  immediately
prior to such  distribution  by a fraction,  the numerator of which shall be the
volume-weighted average of the Current Market Value of the Common Shares for the
five trading days following the  distribution  and the denominator  shall be the
volume-weighted average of the Current Market Value of the Common Shares for the
five  trading days  immediately  preceding  the  distribution.

                                       10
<PAGE>

                           (f)     Superseding Adjustment.  Upon the expiration
of any rights,  options,  warrants or  conversion or exchange  privileges  which
resulted in  adjustments  pursuant to this  Article 5, if any thereof  shall not
have been exercised in full, then the number of Warrant Shares issuable upon the
exercise of the Warrant shall be readjusted  pursuant to the applicable  section
of Article 5 as if (A) only Common Shares issuable upon exercise of such rights,
options, warrants,  conversion or exchange privileges were the Common Shares, if
any,  actually  issued upon the  exercise of such rights,  options,  warrants or
conversion or exchange privileges and (B) Common Shares actually issued, if any,
were issuable for the  consideration  actually received by the Company upon such
exercise  plus the aggregate  consideration,  if any,  actually  received by the
Company for the issuance, sale or grant of all such rights, options, warrants or
conversion  or exchange  privileges  whether or not  exercised  and the Exercise
Price shall be readjusted  inversely.

                           (g)       Minimum  Adjustment.  The adjustments
required by the preceding  Sections of this Article 5 shall be made whenever and
as often as any specified event requiring an adjustment shall occur, except that
no adjustment of the Exercise Price or the number of Common Shares issuable upon
exercise of Warrants that would  otherwise be required  shall be made unless and
until such adjustment, either by itself or with other adjustments not previously
made,  increases or decreases by at least 0.05% the Exercise Price or the number
of Common Shares issuable upon exercise of the Warrant  immediately prior to the
making of such  adjustment.  Any  adjustment  representing a change of less than
such  minimum  amount  shall  be  carried  forward  and  made  as  soon  as such
adjustment,  together with other adjustments  required by this Article 5 and not
previously  made, would result in a minimum  adjustment.  For the purpose of any
adjustment, any specified event shall be deemed to have occurred at the close of

                                       11
<PAGE>

business on the date of its  occurrence.  In  computing  adjustments  under this
Article 5, fractional interests in Common Shares shall be rounded to the nearest
whole number of Common Shares.

                           (h)       Notice of Adjustment. Whenever the Exercise
Price or the number of Common  Shares  issuable  upon exercise of the Warrant is
adjusted,  as  herein  provided,  the  Company  shall  deliver  to the  Holder a
certificate  setting  forth,  in  reasonable  detail,  the event  requiring  the
adjustment  and  the  method  by  which  such  adjustment  was  calculated,  and
specifying  the Exercise  Price and the number of Common  Shares  issuable  upon
exercise of Warrants after giving effect to such adjustment, which absent patent
error shall be final and conclusive.

                           (i)       Adjustment to Warrant Certificate.  The
form of Warrant  Certificate  need not be changed because of any adjustment made
pursuant  to  this  Article  5,  and  Warrant  Certificates  issued  after  such
adjustment  may state  the same  Exercise  Price  and the same  number of Common
Shares  issuable  upon  exercise  of the  Warrant  as is stated  in the  Warrant
Certificate initially issued pursuant to this Agreement.  The Company,  however,
may at any time in its sole  discretion  make any  change in the form of Warrant
Certificate  that it may deem  appropriate to give effect to such adjustment and
that does not affect the substance of the Warrant  Certificate or otherwise have
an adverse effect on the Holder, and any Warrant  Certificate  thereafter issued
or countersigned, whether in exchange or substitution for an outstanding Warrant
Certificate  or otherwise,  may be in the form as so changed.

                           (j)       Exceptions to Antidilution Provisions.
Without  limiting  any  other  exception  contained  in this  Section  5, and in
addition  thereto,  no  adjustment  need  be  made  for  any  of  the  following
(collectively, the "Excluded Shares"):

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<PAGE>

          (i) grants or  exercises  of rights  granted to  directors,  officers,
     employees,  consultants  and others  pursuant  to any stock  option plan or
     agreement, stock purchase plan or agreement, compensatory stock issuance or
     restriction agreement,  stock ownership plan (ESOP),  consulting agreement,
     or such other  compensatory  options,  issuances,  warrants,  agreements or
     plans  approved by a majority of the members of the Board of  Directors  or
     applicable committee thereof;

          (ii)  options,  warrants  or other  agreements  or rights to  purchase
     capital stock of the Company entered into prior to the date of the issuance
     of this Warrant, and any issuance of Common Shares in connection therewith;

          (iii) rights to purchase  Common Shares pursuant to a Company plan for
     reinvestment of dividends or interest;


          (iv) a change in the par value of Common  Shares  (including  a change
     from par value to no par value or vice versa);

          (v)  Common  Shares  (or  options,  warrants,  rights to  purchase  or
     convertible  or  exchangeable  securities  therefor)  issued or issuable in
     connection with the  acquisition by the Company or any of its  subsidiaries
     of all or substantially all of the assets, or the acquisition of the common
     stock of another corporation or business  organization where the Company is
     the surviving or acquiring entity;

          (vi) Common Shares or preferred stock (or options, warrants, rights to
     purchase or  convertible or  exchangeable  securities  therefor)  issued or
     issuable in connection with any joint venture, strategic alliance, or other
     similar  relationship,  or  otherwise in  connection  with the grant of, or
     acquisition by, the Company of license, distribution,  marketing or similar
     rights  in  consideration  of the  exchange  or  transfer  of  intellectual

                                       13
     <PAGE>


     property or proprietary rights,  whether of the Company or any third party;
     provided,  however,  that the Board of  Directors  of the  Company,  in its
     reasonable  discretion,  determines  that the  price  per  share  times the
     aggregate  Common  Shares  issued is equal to the fair market  value of the
     property received in exchange therefor; or

          (vii)  options,  warrants  or other  agreements  or rights to purchase
     capital stock of the Company  entering  into in connection  with the Equity
     Line Arrangement.

          6. Dissolution, Liquidation, Winding-Up. If the Company at any time
during the Exercise Period shall dissolve, liquidate or wind-up its affairs, the
Holder may thereafter receive upon the proper exercise hereof in accordance with
Section 2 on or prior to the record  date for any such  action,  in lieu of each
Common Share or fraction  thereof  that it would have been  entitled to receive,
the same  kind and  amount  of any  securities  or  assets  as may be  issuable,
distributable  or payable with respect to such Common Share or fraction  thereof
upon any such dissolution,  liquidation or winding-up.  Upon notice delivered by
the  Holder  to the  Company  at any  time  prior  to the  record  date  for any
liquidation or winding-up of the Company,  and notwithstanding that the Warrants
evidenced  by this Warrant  Agreement  have not yet been  exercised,  the Holder
shall be entitled to be treated as if this Warrant  Agreement had been exercised
to the fullest extent that it is exercisable as of such record date and shall be
entitled  to  receive  out of the  assets  distributed  in such  liquidation  or
winding-up  (on a pari passu basis with the holders of common stock) such assets
as the Holder would have  received as a holder of common stock upon the exercise
to the fullest extent that it is  exercisable  hereunder as of such record date,
less the sum total that would  have been  payable by the Holder as the  Purchase
Price upon such  exercise.  Subject to this Section 6, the Warrants shall lapse,
and this  Warrant

                                       14
<PAGE>

Agreement  shall  terminate  and be of no  further  force and  effect,  upon any
liquidation or winding-up of the Company.

        7. Notice. Upon (a)any taking by the Company of a record of the holders
of any class of  securities  for which this  Warrant  may be  exercised  for the
purpose of  determining  the  holders  thereof  who are  entitled to receive any
dividend  (other than a cash dividend  payable out of surplus of the Company) or
other  distribution,   (b)  any  capital  reorganization  of  the  Company,  any
reclassification or  recapitalization  of the capital stock of the Company,  (c)
any merger of the Company  other than a merger of the Company  with an Affiliate
(as such term is defined in Rule 12b-2 of the regulations  promulgated under the
Securities  and  Exchange  Act of 1934,  as  amended)  or a merger  in which the
shareholders  of the Company  prior to such merger will continue to own at least
fifty percent (50%) of the shares of the surviving  entity, or (d) any voluntary
or involuntary dissolution,  liquidation or winding-up of the Company or sale or
transfer of all or substantially  all of the assets of the Company,  then and in
each such event, the Company shall mail or cause to be mailed to Holder a notice
specifying  (i) the date on which any such record is to be taken for the purpose
of such dividend or  distribution,  and stating the amount and character of such
dividend  or  distribution,  or (ii) the date on which any such  reorganization,
reclassification, recapitalization, merger, dissolution, liquidation, winding-up
or sale or  transfer  of assets is to take  place,  and the date,  if any, as of
which the holders of record of Common  Shares  shall be entitled to vote thereon
or to exchange their Common Shares for securities or other property  deliverable
upon such dissolution, liquidation or winding-up. Such notice shall be mailed at
least  twenty  (20)  days  prior  to  the  record  date  therein  specified.

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<PAGE>

          8.   Representations, Warranties and Covenants.

               (a) Representations and Warranties of the Company.  The Company
hereby  represents  and warrants to the Holder as follows:

               (1) The Company has full legal  right,  power and  authority  to
     enter into and perform this Warrant  Agreement and the execution,  delivery
     and  performance  by the Company of this  Warrant  Agreement  is within the
     Company's  corporate  powers,  has been duly  authorized  by all  necessary
     corporate  action,  and does not and will not  contravene (a) the Company's
     Restated  Certificate of  Incorporation,  as amended,  or By-laws,  (b) any
     applicable law, rule,  regulation or the requirement of any jurisdiction to
     which the Company is subject or (c) result in a breach of or default  under
     any material agreement or arrangement required to be filed as an Exhibit to
     the  Company's  SEC filings to which the  Company may be a party.

               (2) This Warrant Agreement is duly executed and delivered and
     constitutes  the  legal,  valid  and  binding  obligation  of  the  Company
     enforceable  against the Company in accordance with its terms.  The Warrant
     Shares  issuable upon exercise of the Warrant have been duly authorized and
     reserved for issuance and, when issued in accordance  with the terms of the
     Warrant, will be validly issued, fully paid and non-assessable, and without
     violation of any preemptive rights.

     (b)  Representations  and Warranties of the Holder.  The Holder  hereby
represents  and warrants to the Company as follows:

                                       16
<PAGE>

              (1) the Holder is entering into this Agreement for its own account
     and  not  with a  present  view  to or for  sale  in  connection  with  any
     distribution  thereof to others  and the Holder has no present  arrangement
     (whether  or not  legally  binding) to sell at any time the Warrant (or the
     securities  underlying the Warrant) to or through any person or entity.

              (2) the Holder is a sophisticated  investor (as described in Rule
     506(b)(2)(ii)  of Regulation D under the Securities  Act) and an accredited
     investor (as defined in Rule 501 of Regulation D under the Securities Act),
     and the Holder has such  experience in business and financial  matters that
     it is  capable  of  evaluating  the  merits  and  risk  of  the  investment
     represented by this Warrant  Agreement.  The Holder  acknowledges  that the
     investment  represented  by  this  Warrant  Agreement  is  speculative  and
     involves a high  degree of risk,  and that the Holder is able to afford the
     complete loss of its investment  represented by the Warrant Agreement.

               (3) the Holder  has full legal  right,  power and  authority  to
     enter into and  perform  this  Warrant  Agreement.

               (4) the  execution  and delivery  of  this  Warrant Agreement  by
      it and the consummation of the  transactions  and  performance  of  other
     covenants   contemplated   hereby  do  not  and  will  not  contravene  its
     Certificate  of  Incorporation  or bylaws  (a) any  applicable  law,  rule,
     regulation or the  requirement of any  jurisdiction  to which the Holder is
     subject  or (b)  result  in a  breach  of or  default  under  any  material
     agreement  or  arrangement  to which the  Holder  may be a party.


                                       17
<PAGE>

               (5) this Warrant Agreement constitutes the legal, valid and
     binding obligation of the Holder, enforceable against it in accordance with
     its terms.

     9.  Reservation of Shares.  The Company shall at all times reserve and keep
available,  free from  preemptive  rights,  for issuance  and/or  delivery  upon
exercise  of this  Warrant  Agreement,  such number of its duly  authorized  and
unissued  Common  Shares,  or Common  Shares held in its  treasury,  as shall be
required for issuance  and delivery of Warrant  Shares upon  exercise in full of
all outstanding Warrants.

     10.  Listing  on  Securities  Exchange.  The  Company  will,  to the extent
permissible  under the rules of the Nasdaq  National  Market (or other principal
market on which  the  Common  Shares  are then  listed),  at its  expense,  list
thereon, maintain and increase when necessary such listing of, all Common Shares
issued when and to the extent the Warrant Shares are issued or issuable upon the
exercise of this Warrant so long as any Common Shares shall be so listed.


     11.  No  Fractional  Shares.  Notwithstanding  any other  provision  to the
contrary  contained  herein,  no  fractional  Common  Shares  will be  issued in
connection with any exercise hereof. Fractional interests in Common Shares shall
be rounded to the nearest whole number of Common Shares.

     12. No Stockholder  Rights.  Holders of  unexercised  Warrants shall not be
considered  stockholders  and shall not be entitled to (i) receive  dividends or
other  distributions,  (ii)  receive  notice  of or vote at any  meeting  of the
stockholders,  (iii)  consent to any action of the  stockholders,  (iv)  receive
notice as stockholders of any other proceedings of the Company, (v)

                                       18
<PAGE>

exercise any preemptive  rights or (vi) exercise any other rights  whatsoever as
stockholders of the Company.

     13.  Satisfaction  of Equity Fee in Letter  Agreement.  The  Holder  hereby
acknowledges  and agrees that the  issuance  of this  Warrant  Agreement  by the
Company fully and completely satisfies any obligation the Company may owe to the
Holder  with  respect  to the  Equity Fee (as such term is defined in the Letter
Agreement).

     14. Governing Law;  Consent to Venue and  Jurisdiction;  Arbitration.  This
Warrant Agreement shall be governed by and construed under Delaware law, without
regard to the conflict of laws  principles  thereof.  Each of the parties hereto
agrees that all disputes arising in connection with this Warrant Agreement shall
be governed by and finally settled under the rules of binding arbitration of the
American  Arbitration  Association  ("AAA")  by a  panel  of  three  arbitrators
familiar with Delaware corporate law (at least one of whom shall be an attorney)
appointed by the AAA.  Any such claim or  controversy  hereunder  shall first be
promptly  submitted  to AAA  under its  minitrial  procedures.  All  arbitration
proceedings shall take place in Boston, Massachusetts.

     15. Notices. All notices shall be in writing delivered as follows:

          If to Company, to:

                           (a)      Elcom International, Inc.
                                    10 Oceana Way
                                    Norwood, MA  02602
                                    Attn:  Chairman
                                    Telecopier:  (781) 551-0409

                                    With a copy to:

                                    Calfee, Halter & Griswold LLP
                                    1400 McDonald Investment Center
                                    800 Superior Avenue
                                    Cleveland, Ohio  44114-2688

                                       19
<PAGE>
                                    Attn:  Douglas A. Neary
                                    Telecopier:  (216)  241-0816

                           (b)      If to the Holder, to:

                                    Wit Capital Corporation
                                    826 Broadway
                                    New York, New York  10003
                                    Attn:  Chief Financial Officer
                                    Telecopier:  (212)  253-4410

                                    With a copy to:

                                    Wit Capital Corporation
                                    826 Broadway
                                    New York, New York  10003
                                    Attn:  Office of General Counsels
                                    Telecopier:  (212)  253-5289



or to such other address as may have been designated in a prior notice.  Notices
may be  sent  by (a)  overnight  courier,  (b)  facsimile  transmission,  or (c)
registered or certified mail,  postage prepaid,  return receipt  requested;  and
shall be deemed to have been  given (a) in the case of  overnight  courier,  the
second  business  day  after  the  date  sent,  (b) in  the  case  of  facsimile
transmission, on the date of such transmission,  and (c) in the case of mailing,
five business days after being mailed,  and otherwise notices shall be deemed to
have been given when received.

                  16.  Binding  Effect.  Except  as  may be  otherwise  provided
herein, this Warrant Agreement shall be binding upon and inure to the benefit of
the parties and their respective allowable successors and permitted assigns.

                  17.  Waivers.  Compliance  with the provisions of this Warrant
Agreement may be waived only by a written instrument  specifically  referring to
this Warrant Agreement and signed by the party waiving compliance.  No course of
dealing, nor any failure or delay in

                                       20
<PAGE>

exercising any right,  shall be construed as a waiver,  and no single or partial
exercise of a right shall preclude any other or further  exercise of that or any
other right.

                  18. Amendment or Modification. No supplement,  modification or
amendment of this Warrant  Agreement  shall be binding  unless made in a written
instrument which is signed by all of the parties and which  specifically  refers
to this Warrant Agreement.
                  IN WITNESS  WHEREOF,  the  Company and Holder have caused this
Warrant Agreement to be executed as of this 30th day of December, 1999.

                                   ELCOM INTERNATIONAL, INC.
                                   ("Company")



                                   By:      /s/ Peter A. Rendall
                                   Name:        Peter A. Rendall
                                   Title:  Chief Financial Officer and Secretary



                                   WIT CAPITAL CORPORATION
                                   ("Holder")



                                  By:      /s/ Bernard Siegel
                                  Name:        M. Bernard Siegel
                                  Title:  Senior Vice President and
                                          Chief Financial Officer

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