EXHIBIT 4.16




THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  AND MAY NOT BE
SOLD,  TRANSFERRED  OR OTHERWISE  DISPOSED OF UNLESS THE SAME IS REGISTERED  AND
QUALIFIED  IN  ACCORDANCE  WITH THE  SECURITIES  ACT OR UNLESS  IT IS  OTHERWISE
ESTABLISHED  TO THE  SATISFACTION  OF THE  COMPANY  THAT SUCH  REGISTRATION  AND
QUALIFICATION IS NOT REQUIRED AND IN ANY SUCH CASE, SUCH SALE, TRANSFER OR OTHER
DISPOSITION  MUST  BE  ACCOMPLISHED  IN  ACCORDANCE  WITH  THE  REQUIREMENTS  OF
REGULATION S UNDER THE SECURITIES ACT OR ANOTHER APPLICABLE EXEMPTION.


                                     WARRANT

                   To Purchase 400,500 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 June 22, 2005



                  WHEREAS,  Conqueror  Investments Limited ("Conqueror") entered
into that certain Share Purchase Agreement (the "Purchase Agreement") dated June
12, 1995,  among Elcom  International,  Inc.  (f/k/a Catalink  Direct,  Inc.), a
Delaware  corporation  (the  "Company"),  Conqueror  and the other  persons  and
entities set forth on Schedule 1 Parts A and B to the Purchase  Agreement  (with
capitalized  terms not otherwise  defined herein having the meaning  ascribed to
them in the Purchase Agreement);

                  WHEREAS,  the  Company  issued to  Conqueror  a  warrant  (the
"Warrant")  to purchase  shares of Common  Stock,  par value $.01 per share (the
"Common  Shares"),  of the  Company,  which  Warrant was  evidenced by a Warrant
Agreement dated June 22, 1995 (the "1995 Warrant Agreement");

                  WHEREAS,  James  Rousou  ("Holder"),  pursuant  to a  dividend
distribution from Conqueror to a trust of which he is the principal  beneficiary
during his lifetime,  and a distribution  from said trust to him of the Warrant,
became the Holder of the Warrant,  which was  evidenced by a Warrant  Agreement,
dated April 6, 1996 (the "1996 Warrant  Agreement"),  and, as of the date of the
1996 Warrant Agreement, the 1995 Warrant Agreement was canceled; and

                  WHEREAS,  the Company  and Holder  desire to amend and restate
the Warrant to provide for  "cashless"  or net-issue  exercise of the Warrant by
Holder,  which amendment and restatement is evidenced by this Warrant Agreement,
and, as of the date hereof, the 1996 Warrant Agreement is canceled.

                  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 June 22, 1996 and
5:00 p.m. Boston, Massachusetts time on June 22, 2005 both inclusive (the period
between and including said times, the "Exercise Period"),  an aggregate of up to
400,500  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 Four  Dollars and  Seventy-Five  Cents  ($4.75) 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.  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 by delivery of Common  Shares  having a fair market
value on the date of exercise  equal to the aggregate  Purchase  Price and which
Common  Shares  shall  have been  owned by  Holder  for a period of at least six
months prior to the exercise of the Warrant.

                  The Holder  also may  exercise  this  Warrant,  in whole or in
part,   in  a  "cashless"   or   "net-issue"   exercise  by  delivering  to  the
above-referenced  offices of the Company this Warrant,  together with a Purchase
Form  specifying the number of Warrant Shares (as such term is defined below) to
be  delivered  to the Holder  ("Deliverable  Shares")  and the number of Warrant
Shares  otherwise  acquirable  under this Warrant that 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  fair  market  value of the  Warrant  Share,  determined  by
reference to the average of the high and low sales prices on the Nasdaq National
Market (or other  principal  market on which the Common  Shares are then listed)
for the last  trading  day  immediately  preceding  the date of exercise of this
Warrant,  minus  the  Purchase  Price.  For  avoidance  of doubt  and  solely to
illustrate the operation of this  "cashless" or net-issue  provision (as example
only), the calculation set forth on Exhibit A is incorporated herein.

                  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  names,  for  all of the  fully  paid  and
non-assessable   Common  Shares  for  which  this  Warrant  has  been  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 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.

                  Unless,  at the  time of  exercise,  the  Warrant  Shares  are
registered under the Securities Act of 1933, as amended (the "Securities  Act"),
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"),  and  may  not  be  sold,
                  transferred  or otherwise  disposed of unless such  securities
                  are registered and qualified in accordance with the Securities
                  Act or unless it is otherwise  established to the satisfaction
                  of the Company that such registration and qualification is not
                  required and, in any such case,  such sale,  transfer or other
                  disposition  must  be  accomplished  in  accordance  with  the
                  requirements  of  Regulation  S under  the  Securities  Act or
                  another applicable exemption."

Any  certificate  issued  at the  time  in  exchange  or  substitution  for  any
certificate  bearing the  foregoing  legend with respect to the  Securities  Act
(except  a new  certificate  issued  in  connection  with a public  distribution
registered  under the  Securities  Act or Regulation A  promulgated  thereunder)
shall bear said legend unless the Company  otherwise  directs or unless,  in the
written opinion of the applicable Holder's counsel,  reasonably  satisfactory to
the Company's counsel, such legend no longer applies.

                  3.       [INTENTIONALLY OMITTED.]

                  4.  Transferability;  Limitation  on  Rights.  Holder  and the
Company  agree that this Warrant and the Warrant  Shares shall be subject to all
of the applicable terms,  conditions and covenants  contained in the Amended and
Restated  Stockholders'  Agreement,  dated April 6, 1996,  to which the Company,
Holder,  Conqueror  and certain  other  persons and  entities  are parties  (the
"Stockholders Agreement"),  which is incorporated herein by reference and made a
part hereof,  and that this  Warrant and the Warrant  Shares  issuable  upon the
proper exercise thereof,  shall be entitled to all of the benefits, and shall be
subject to all of the restrictions,  contained in said  Stockholders  Agreement,
until the expiration or termination of the Stockholders  Agreement by its terms.
This  Warrant  shall  be  transferable  only  upon  compliance  with  all of the
following:  (a)  delivery  of a  written  notice  executed  by any  such  proper
transferee  (to which  this  Warrant  shall be  annexed)  in form and  substance
satisfactory  to the Company and the  Company's  counsel,  providing the Company
with such  investment  representations  of such  transferee  as the  Company may
reasonably request and providing that such transferee shall be subject to all of
the terms and  conditions  hereof;  and (b) the Holder  and any such  transferee
establishing to the  satisfaction of the Company and the Company's  counsel that
such  transfer  may be  effected  (i) in  accordance  with the  requirements  of
Regulation S under the Securities Act or any other applicable exemption from the
registration or qualification  requirements  under the Securities Act, including
the issuance of an opinion of Holder's  counsel to that effect,  if requested by
the Company.  The Company is entitled to refuse to register any transfer of this
Warrant or the Warrant  Shares not made in  accordance  with this  Section 4. No
stockholder  rights,  as such, shall accrue to a Holder by virtue of its holding
of this Warrant. The rights of a Holder hereunder are limited to those expressed
or  incorporated  herein and Holder,  by its execution  hereof,  consents to and
agrees to be bound by all of the terms hereof.

                  5. Stock Dividend, Split, Reorganization,  Etc. If at any time
or from  time to time (i) the  Common  Shares of the  Company  shall be split or
consolidated,  or if there  shall be a  dividend  on the  Common  Shares  of the
Company  payable in shares of common stock or other  securities  of the Company,
(ii) there  shall be any  consolidation  or merger of the  Company  with or into
another  corporation,  or (ii) the Common Shares shall be converted,  exchanged,
reclassified or in any way substituted for, then:

                           (a) this Warrant, to the extent that it shall then be
         unexercised and in effect,  shall  thereafter  apply to such number and
         kind of securities  or other  property to which any owner of the number
         of  Common  Shares  subject  to this  Warrant  at the time  such  event
         occurred  would have been entitled  upon the  occurrence of such event;
         and

                           (b) as a condition  precedent  to the  occurrence  of
         such event, the Company shall have made lawful  provisions  (including,
         without  limitation,  the  execution  and delivery of other and further
         documents)  so that (i) this Warrant shall apply to the number and kind
         of securities and other property provided for in clause (a) above; (ii)
         the Purchase  Price shall be  commensurately  adjusted and stated;  and
         (iii) this Warrant shall have been  expressly  assumed by any resulting
         transferee  or  successor  corporation  or  entity  (in the case of any
         merger or  consolidation  in which  the  Company  is not the  surviving
         corporation) such that all provisions of this Warrant shall continue to
         apply thereafter,  including the provisions for further adjustment, and
         such  assumption  shall  have  been  effected  by  written   instrument
         delivered to the Holder; and

                           (c)   within   twenty-eight   (28)  days   after  the
         occurrence of any such event,  the Company shall send a notification to
         the Holder specifying the particulars of any such adjustment (including
         the  adjusted  Purchase  Price)  and  offering  to issue a new  Warrant
         Agreement if such adjustments significantly alter the terms hereof.

                  5A. Spin-Off.  Notwithstanding  any other provision herein, 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 fair 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 fair market value of
the  Common  Shares  for  the  five  trading  days  immediately   preceding  the
distribution.

                  6. Dissolution, Liquidation, Winding-Up. If the Company at any
time during the Exercise Period shall sell or transfer all or substantially  all
of its assets or  dissolve,  liquidate  or  wind-up  its  affairs,  a 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
sale,  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
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 or any
merger  of the  Company,  or  (c)  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 earliest date therein specified.

                  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
               Stockholders   Agreement   and  the   execution,   delivery   and
               performance  by the  Company of this  Warrant  Agreement  and the
               Stockholders Agreement are within the Company's corporate powers,
               have been duly authorized by all necessary  corporate action, and
               do 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
               to which the Company may be a party.

               (2) This Warrant  Agreement  and the  Stockholders  Agreement are
               duly  executed  and  delivered  (and in the case of the  Warrants
               represented  hereby  are  validly  issued,  and  fully  paid  and
               non-assessable and without violation of any pre-emptive  rights),
               and  constitute the legal,  valid and binding  obligations of the
               Company  enforceable against the Company in accordance with their
               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:

               (1) the Holder is not a "U.S.  person" as that term is defined in
               Regulation S of the  Securities  Act; no offer of the  securities
               represented  hereby were made to any person in the United  States
               and the  Holder was  outside of the United  States at the time of
               the Transfer of the Warrant from Conqueror (as contemplated under
               Regulation S of the Securities Act);

               (2) the Warrant is being acquired for the Holder's own investment
               and not with a present view to or for sale in connection with any
               distribution  thereof to  others,  including  for the  account or
               benefit of a U.S. person.

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

               (4) the execution and delivery of this Warrant  Agreement and the
               Stockholders   Agreement  by  it  and  the  consummation  of  the
               transactions  and  performance  of other  covenants  contemplated
               hereby  and  thereby  do not  and  will  not  contravene  (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.

               (5) each of this Warrant Agreement and the Stockholders 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.  In lieu of any fractional  Common Shares
which would  otherwise  be  issuable,  the  Company  shall pay cash equal to the
product of such fraction multiplied by the fair market value per Common Share on
the date of exercise,  determined by reference to the last closing sale price if
the Shares are then publicly quoted or else in good faith by the Company's Board
of Directors.

                  12.  No  Stockholder  Rights.  Except  as to  terms  expressly
provided herein,  this Warrant shall not entitle its Holder to any of the rights
of a stockholder of the Company.

                  13.  Warrant  Register.  The Company shall maintain a register
for the  Company's  registration  of the Warrant  represented  hereby and of its
transfer from time to time (the "Warrant Register") at its principal office.

                  14.  Survival of Agreements;  Representations  and Warranties;
Etc. All  warranties,  representations  and covenants  made by the Company or by
Holder herein (or incorporated herein) or in any certificate or other instrument
delivered by or on behalf  thereof in connection  with these  Warrants  shall be
considered  to have been relied  upon by the other  party and shall  survive the
issuance and delivery of these  Warrants  and the  exercise  thereof,  and shall
continue in full force and effect.  All  statements in any such  certificate  or
other instrument shall constitute representations and warranties hereunder.

                  15.  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.

                  16.      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
                                    Attn:  Douglas A. Neary
                                    Telecopier:  (216)  241-0816

                           (b)      If to the Holder, to:

                                    James Rousou
                                    LE Douit
                                    La Rue Fevresse
                                    St. Saviour
                                    Guernsey  GY7 9FX
                                    Channel Islands


                                    With a copy to:

                                    Gouldens
                                    22 Tudor Street
                                    London EC4Y OJJ, England
                                    Attn: Adam C. Greaves
                                    Telecopier: 011-44-171-583-3051

or to such other address as may have been designated in a prior notice.  Notices
may be sent by (a)  overnight  courier (DHL or Federal  Express  priority),  (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.

                  17. Notice of Certain Corporate Actions. The registered Holder
of this  Warrant  shall be  entitled  to the same  rights to receive  notices of
corporate actions and any other communications as any holder of Common Shares.

                  18.  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 successors and permitted assigns.

                  19.  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 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.

                  20. 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 7th day of January, 2000.

                                            ELCOM INTERNATIONAL, INC.
                                            (the "Company")


                                             By:  /s/ Peter Rendall
                                             Peter Rendall
                                             Its: Chief Financial Officer

                                             /s/ JAMES ROUSOU
                                             James Rousou
                                             ("Holder")