Exhibit 10.22

                     First Amendment To Employment Agreement

         THIS FIRST AMENDMENT TO EMPLOYMENT  AGREEMENT (the "Amendment") is made
as of the 5th day of November 1997, by and between Elcom International,  Inc., a
Delaware  corporation  with its  principal  place of business at Ten Oceana Way,
Norwood,  Massachusetts 02062 ("Elcom" or the "Company"),  and James Rousou (the
"Executive").

         WITNESSETH:

                  WHEREAS,  the  Executive  and the Company have entered into an
Employment  Agreement as of April 1, 1996 (the "Original Agreement" and together
with this Amendment,  the  "Agreement"),  which the parties recognize has become
somewhat out of date; and

                  WHEREAS, the Executive is considered a key employee of the 
Company; and

                  WHEREAS,  it is the desire of the  Company and  Executive,  in
order to insure Executive's  continued employment with the Company, to amend the
existing employment agreement in accordance with the terms hereof.

                  NOW,  THEREFORE,  in  consideration of the mutual promises and
covenants contained herein, the Company and the Executive agree as follows:

                  The  Sections  numbered  1, 2, 3, 5B,  5E, 7 and 14 are hereby
deleted in their  entirety  from the Original  Agreement  and replaced  with the
sections of this Amendment that are  correspondingly  numbered.  Certain of such
deleted  sections have been combined with other  sections of this Amendment and,
accordingly,  have not been  separately  replaced.  References  in the  Original
Agreement to Sections deleted  therefrom shall be deemed to be references to the
specific   replacement  Section  and/or  the  contextually   consistent  Section
contained in this

                                      -1-
<PAGE>


                                                   
Amendment. Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Original Agreement.

         1.  Duties.  The  Company  hereby  employs  Executive  to  be  Co-Chief
Executive Officer of Catalink Direct, Inc. ("Catalink"), and Corporate Executive
Vice  President of the  Company.  Executive  shall report  directly to Robert J.
Crowell as the Chairman of Catalink  and in addition,  as the Chairman and Chief
Executive Officer of Elcom International,  Inc. ("Chairman").  During the course
of his employment,  Executive shall have  responsibility to perform such duties,
consistent  with  such  position,  as  generally  described  below and as may be
assigned to him by the Chairman and/or Board of Directors of the Company. During
the Employment  Period,  Executive  agrees to devote full business time and best
efforts  to the  business  activities  and  welfare  of the  Company  except  as
otherwise mutually agreed.

         The Company  recognizes  that the  Executive  can perform a significant
amount of his  duties  via  telephone  and  electronic  mail from any  location;
however, as Executive has requested that he be allowed to travel between various
Company locations in the U.S., U.K., and his new home in Guernsey,  his business
travel  schedule might result in a higher than normal  proportion of travel time
impinging  the  Executive's  work week. If this occurs,  Executive  agrees that,
following  any work week where  such  abnormal  travel  time has  occurred,  the
Executive  shall  report the  amount of such time via  electronic  mail,  by the
Wednesday of the following  week.  The Chairman  shall then, at his  discretion,
have the ability to allocate  such time  against  Executive's  accrued  vacation
time,  or if  vacation  time is not  available,  the  Chairman  may, at his sole
discretion, decrease Executive's next payment of base salary pro-rata to reflect
the amount of such abnormal travel time.

         Executive   shall   have   Co-Chief    Executive   Officer   ("Co-CEO")
responsibilities  for Catalink with Robert J. Crowell, who is also the Chairman.
These  responsibilities  will include line  responsibilities for Catalink's U.K.
and U.S. operations,  subject to consent where appropriate with the Chairman, on
any significant issues relating to Catalink's U.S. sales or operations. 

                                      -2-

<PAGE>

When the Executive cannot be reached in a timely fashion, the Chairman shall use
his  judgment  as to  what,  if  any,  action  should  be  taken  in any  set of
circumstances.

         Executive  is  aware  that  the  Company  is  currently  conducting  an
executive  search  for a  President  and  CEO  for  Catalink  (U.S.).  Executive
understands that when said search is successfully completed,  Executive's duties
and  responsibilities  will change,  as defined by the  Chairman  who, as in the
Original  Agreement,  reserves the right to reassign  duties of the Executive as
appropriate or necessary except that Executive's business location or work place
may not be changed to any location (other than the  Executive's  then main place
of employment) without the Executive's consent. It is currently  anticipated the
search for a new  President  and CEO for  Catalink  (U.S.) will be  completed by
April 15, 1998.  Upon completion of the search and hiring of a new President and
CEO for Catalink (U.S.),  Executive will fully cooperate with the  transitioning
of his U.S. responsibilities to the new President and CEO of Catalink (U.S.). As
of April 15, 1998, or such other date that may be mutually  agreed to in writing
between the Executive and the Chairman (the "Change Date"), Executive will cease
to be the  President  and Co-CEO of  Catalink  and will  continue as a Corporate
Executive   Vice   President   of  the  Company.   At  such  time,   Executive's
responsibilities will initially be to direct and review the strategies, policies
and operational performance of Catalink's non-U.S. operations.

         2. Term. This Amendment is effective as of December 15, 1997 and covers
the period through December 31, 1998 and will  automatically  renew each January
1, for another  calendar year unless the  Executive or the Company  notifies the
other  party no later  than six (6) months  prior to the end of each  employment
year (ending December 31st), that such party is terminating the Agreement. After
an acquisition or merger where the Company is not the surviving  entity or where
the Company is the surviving  entity but in which the Company's  stockholders at
the  time of the  merger  cease  to own 50% or more of the  surviving  company's
voting capital stock after the merger, Executive, upon six (6) months notice may
terminate the Agreement,  and the Agreement shall terminate six months from such
notice date (or such later date as  specified  in such  notice)  whereupon,  the
duties of the Company and the Executive,  one to the other, under this Agreement
shall  terminate,  except  that the  provisions  of Sections 9 through 

                                      -3-
<PAGE>

13 hereof shall survive any such termination;  except in the case of termination
for "Good  Reason" as  described in Section 7, which shall occur as provided for
in that  Section.  In order to  assure  the  Company  that it has  access to the
Executive's  significant  expertise  and  knowledge  base,  within five (5) days
thereafter,  the  Company  and  the  Executive  shall  enter  into a  Consulting
Agreement  providing for Executive's  specified  availability for a two (2) year
period  for  $40,000  per  year  pursuant  to the form of  Consulting  Agreement
attached hereto as Exhibit A.

         3. Salary.  During the course of employment (the "Employment  Period"),
the Company  will pay  Executive  for his  performance  of the duties  specified
herein an annual base salary of at least $300,000 per year payable in the manner
that the Company  normally  pays its employees  until the Change Date.  From and
after the  Change  Date,  Executive's  base  salary  will  continue  based  upon
Executive's  time  commitment  and  duties,  and  is  initially  expected  to be
approximately $120,000 per year.

         5.       Benefits.

                  B.  Additional  Compensation.  Executive  shall be eligible to
participate in the Company's Executive Profit Performance Bonus Program ("EPPB")
during his employment.  The extent of  participation  is subject to the terms of
the EPPB and shall be determined by the Compensation  Committee of the Company's
Board of Directors for each year (1998  participation level has been set at 8.8%
of the  bonus  pool,  if  any).  Executive's  participation  in the  EPPB  shall
supersede his  participation in any existing bonus plan(s).  The Executive shall
also be eligible to  participate  in  incentive,  deferred  compensation,  stock
option,  supplemental retirement and any other similar plans, if any, maintained
by the Company for the benefit of its executives  generally,  in accordance with
the  eligibility  and other  terms  thereof  and at the  discretion  and written
approval of the Board of Directors and/or the Compensation Committee thereof.

                  E. Payment of  Compensation.  The annual Base Salary described
in Section 3 hereof shall be paid  throughout  the term of this Agreement in the
same  manner  and at the same  times as the  Company  pays its other  personnel,
subject to the following:

                  i.      Such  compensation  shall not  terminate,  but  rather
                          shall be payable to the extent of two times the amount
                          of the Executive's then applicable annual 

                                      -4-

<PAGE>

                         Base Salary,  upon the Executive's  death or disability
                         as  described  in  Section  6A  and  B  of  this  
                         Agreement, respectively; and

                  ii.     Such compensation  shall terminate upon either (a) the
                          Executive's  resignation  other than for "Good Reason"
                          in the circumstances described in Section 7 hereof, or
                          (b) the termination of the  Executive's  employment by
                          the Company  "For Cause" as described in Section 6E of
                          this Agreement; and

                  iii.    Such  compensation  shall not  terminate,  but  rather
                          shall be payable to the extent of two times the amount
                          of the Executive's then applicable annual Base Salary,
                          in a lump sum  within  ten (10)  days of  termination,
                          upon either (a) the Executive's  resignation for "Good
                          Reason" in the circumstances described in Section 7 of
                          this   Agreement,   or  (b)  the  termination  of  the
                          Executive's  employment by the Company other than "For
                          Cause" (as described in Section 6E hereof); and

                    iv.  Except in the case of (a)  Executive's  termination For
                         Cause (as described in Section 6E of this Agreement) or
                         (b)  Executive's   resignation  other  than  for  "Good
                         Reason" (as described in Section 7 of this  Agreement),
                         Executive  shall  have the  choice  of  exercising  all
                         vested  stock  options up to the longer of (i) one year
                         after  his  termination  of  employment,  or  (ii)  the
                         exercise period following such termination provided for
                         in the applicable option agreement,  provided that this
                         provision   shall  not   extend  the  term  of  any  of
                         Executive's  options  beyond  their  term as  initially
                         granted  and this  provision  shall  only  apply to the
                         extent  the  Company  can  cause  such  post-employment
                         exercise to be allowed (including following the request
                         of the Compensation  Committee to permit such exercise)
                         pursuant to the Company's  Stock Option  Plan(s) and/or
                         the   comparable   provision  of  any  future  plan  or
                         agreement; and

                    v.   Except in the case of (a)  Executive's  termination For
                         Cause (as described in Section 6E of this Agreement) or
                         (b)  Executive's   resignation  other  than  for  "Good
                         Reason" (as described in Section 7 of this  Agreement),
                         Executive  shall  have the  right  to have the  Company
                         maintain  in  full  force  and  effect,  following  the
                         cessation of the Executive's  active  employment by the
                         Company,  so long as the  Company  is paying  monies to
                         Executive, all employee medical, dental or other fringe
                         benefit plans and  arrangements  in which Executive was
                         entitled to participate  immediately  prior to the date
                         of Notice of  Termination  as in effect under Section 5
                         hereof at the time of such  termination,  provided that
                         if such  continued  coverage  would  jeopardize the tax
                         qualified  status  of  such  plan or  arrangement  with
                         respect  to any  other  employee  or the  Company,  the
                         Company  may  elect  to  provide  said  benefit  on  an
                         individual   basis   or   provide   cash   compensation
                         equivalent  

                                      -5-

<PAGE>

                         to the benefit which  otherwise  would have
                         been  provided,  so that the Executive  shall suffer no
                         financial loss whatsoever due to such substitution.

         In the event that  payments  are due to  Executive  pursuant to Section
5E(i)  hereof  then the  Company  shall pay fifty  percent  (50%) of such amount
(determined by reference to his Base Salary as set forth in Section 2 hereof) on
a monthly  basis and in equal  payment  amounts  through the date that is twelve
monthly  payments  thereafter  (irrespective  of the then remaining term of this
Agreement)  and  fifty  percent  (50%) of such  amount  within  ten (10) days of
termination. In the event that payments are due to Executive pursuant to Section
5E(i) or 5E(iii)  hereof then the Company shall also provide the Executive  with
full  participation  (without  proration) in the EPPB (if applicable) or similar
applicable plan for that year if Executive's  termination of Employment is on or
after March 1 of the respective  fiscal year (which amount, if any, will be paid
in  accordance  with the terms of the EPPB) and the  Company  will also  provide
Executive with full  participation in any other applicable  performance award if
the  performance   measuring   period  ends  within  six  months  following  his
termination of employment.

         Except for provision 5.E.iv hereof,  nothing in this Agreement shall be
construed as amending any fringe benefit plan of the Company.  All rights of the
Executive  under  any  such  plans  or  arrangements  upon  his  termination  of
employment  must be determined  under the terms of such plans or arrangements at
the time of the  Executive's  termination  of  employment.  Executive  expressly
agrees not to discuss,  except with his official  advisors,  any  information or
aspects of his employment regarding the Company or his termination circumstances
and  further,  in  addition  to the Company  immediately  canceling  any and all
remaining  severance  payments,  agrees that injunctive relief may be granted in
connection with any violation of this covenant. 

                                      -6-

<PAGE>

Notwithstanding  any of the other  provisions  of Sections 6A, 6B and/or 6D, the
Company's obligations to make payments under the circumstances set forth in this
Section 5E shall override Section 6.

         7.  Involuntary  Termination  Other Than For Cause or  Termination  for
"Good  Reason".  If  the  Executive's  employment  with  the  Company  shall  be
terminated  during the Employment  Period by the Company other than For Cause or
Death or  Disability  (as defined in Section 6B);  then the  Executive  shall be
entitled to the severance benefits provided in Section 5E. If within twelve (12)
months after an  acquisition  or merger  where the Company is not the  surviving
entity or where the Company is the  surviving  entity but in which the Company's
stockholders at the time of the merger cease to own 50% or more of the surviving
company's  voting  capital  stock after the merger,  the  Executive  voluntarily
leaves the employ of the Company during the Employment  Period for "Good Reason"
as hereinafter defined, Executive shall be entitled to the payments specified in
Section 5E but shall not be entitled to any Consulting Agreement as described in
Section 2. "Good Reason" means the  occurrence of any reduction in the aggregate
direct remuneration of the Executive or any reduction in the position, authority
or office of the Executive, any reduction in the Executive's responsibilities or
duties with the Company or any  reduction in the  Executive's  support  staff or
direct or  secondary  reports,  any  pattern  of events or  circumstances  which
impedes the Executive in the exercise of his authorities,  powers,  functions or
duties  hereunder in the manner in which they would normally be exercised by the
Co-Chief  Executive  Officer of a major  corporation  that was a subsidiary of a
public  company,  any adverse  change or  reduction in the  aggregate  Executive
benefits,  perquisites  or fringe  benefits  provided to the Executive as of the
date of this Agreement  (provided that any reduction in such aggregate Executive
benefits,  perquisites  or fringe  benefits  that is  required by law or applies
generally to all employees of the Company shall not constitute  "Good Reason" as
defined  hereunder),  a change in the Executive's  reporting  relationship,  any
relocation  of the  Executive's  principal  place of work with the  Company to a
place more than twenty-five (25) miles from Catalink's  Langley facility or such
other facility to which the Executive, with the approval of the Chairman, has in
the future relocated the Company's U.K. headquarters (as applicable), or default
by the Company 

                                      -7-
<PAGE>

of any of its agreements or obligations  under any provision of this  Agreement.
Notwithstanding  the provisions of this Section 7, the definition of Good Reason
shall not include a change in  Executive's  role to that of  President  and CEO,
Managing  Director,  or similar title of only Catalink  Direct,  Inc.'s non-U.S.
operations,  which would be in connection with the employment of a new President
and Chief Executive  Officer of Catalink Direct,  Inc. (U.S.) as contemplated in
Section 1 hereof. The Executive shall give sixty (60) days written notice to the
Company before the date of termination of employment for Good Reason  specifying
the reasons for such termination.

         14.  Clarification  of  Noncompetition  and  Nonsolicitation   Periods.
Notwithstanding the definitions  contained in the Original Agreement,  the terms
"Noncompetition Period" and "Nonsolicitation  Period" shall mean and shall refer
only to the two (2) year period commencing on the date of Executive's  cessation
of employment  with the Company for whatever reason and such two (2) year period
shall be the only time period  during which  Executive  shall be subject to such
restrictive covenants.

         Executive and the Company agree that other than as specifically amended
in this  Amendment the Original  Agreement is hereby  ratified and confirmed and
continues in full force and effect.

                                            "Company"
"Executive"                                 Elcom International, Inc.


/s/ James Rousou                            /s/ Robert J. Crowell
James Rousou                                Robert J. Crowell
                                            Chairman and Chief Executive Officer


                                      -8-
<PAGE>

                                                                      Ehibit A

                              CONSULTING AGREEMENT

                  THIS AGREEMENT is made this ____ day of _______,  ____between 
ELCOM INTERNATIONAL,  INC., a Delaware  corporation (the "Company"),  and JAMES
ROUSOU, an individual (the "Consultant").

                                    RECITALS:

                  A.  Pursuant to an Employment  Agreement  dated as of April 1,
1996 and  Amended  effective  December  15, 1997 (the  "Employment  Agreement"),
Consultant  is the Co-Chief  Executive  Officer of Catalink  Direct,  Inc. and a
Corporate Executive Vice President of the Company.

                  B.  Consultant  is a key  employee  of  the  Company  and  has
obtained  valuable  knowledge and experience  pertaining to the sale of personal
computer  products and services (the  "Business")  of the Company,  specifically
including  the  financing  of  such   Business,   acquisition   strategies   and
implementation and management information systems ("Areas of Expertise").

                  C. In order to assure  that the Company  continues  to receive
the benefit of Consultant's knowledge and expertise following the termination of
his  employment  with the Company,  the parties hereto desire to enter into this
Agreement pursuant to Section 2 of the Employment Agreement.

                  NOW,  THEREFORE,  in consideration of and in reliance upon the
mutual benefits provided hereunder,  the Company and the Consultant hereby agree
as follows:

                  1.  Services.  For the two (2) year period  commencing  on the
date that Consultant terminates the Employment Agreement, in accordance with the
terms of the second  sentence  of Section 2 of the  Employment  Agreement,  (the
"Consulting  Period"),  the Consultant shall serve as a management and financial
consultant  to the Company.  As such,  Consultant  shall make himself  generally
available  to the  Company  between the hours of 9:00 a.m.  and 5:00 p.m.,  U.K.
time, on the first Monday of each month during the Consulting Period for a total
of eight (8) hours per month,  to render  such advice and  assistance  regarding
day-to-day  operations  of the  Business,  relationships  with  and  service  to
existing customers,  development of new accounts,  strategic planning, financial
matters and other  matters  within his Areas of Expertise as may  reasonably  be
requested of him by the Company.  Consultant  agrees to provide such services in
person at any  location of the Company  located  within  fifty (50) miles of the
facility in Langley, U.K. (or its replacement facility), or otherwise shall make
himself  available by telephone.  Further,  the Company and Consultant  shall be
entitled to mutually agree on alternative  times and/or places for the provision
of such services to the extent that mutually  satisfactory  arrangements  can be
made.


<PAGE>



                  2.       Restrictive Covenants.

                           2.1    Noncompetition. Consultant agrees that during
(the  "Noncompetition  Period")  the period  commencing  on the date  hereof and
continuing so long as Consultant receives payments under this Agreement, he will
not,  without  prior  written  consent of the  Chairman of the  Company,  either
directly or indirectly, in any capacity whatsoever, (a) compete with the Company
(which for purposes of Sections  2.1, 2.2 and 2.3 of this  Agreement  shall mean
the  Company  and any  affiliates  controlling,  controlled  by or under  common
control  with  Elcom  International,  Inc.  including  their  predecessors),  by
soliciting the sale of personal computer products (such as computers,  printers,
monitors,  software,  etc.)  to  any  customer  (including  affiliates  of  such
customer) of the Company by whatever method or (b) operate,  control, advise, be
employed  and/or  engaged by,  perform any  consulting  services for,  invest in
(other  than the  purchase  of no more than 5  percent  of the  publicly  traded
securities  of a  company  whose  securities  are  traded  on a  national  stock
exchange) or otherwise  become  associated  with,  any person,  company or other
entity who or which, at any time during the Noncompetition Period, competes with
the Company via the use of an electronic ordering methodology as defined herein.

                           As used in clause (b) above,  "compete" is defined as
the  marketing,  distribution  or sale of  desktop,  laptop,  notebook  or other
commonly called "personal computer" equipment,  software, services,  peripherals
or  accessories  by  any  company  or  entity  or  subdivision  thereof  in  the
geographical  area in which the Company  maintains  offices,  sales  agents,  or
otherwise  conducts business.  The Consultant  further expressly  represents and
understands  that this Agreement will prohibit the  Consultant  from  employment
during the  Noncompetition  Period with companies that compete with the Company,
as  defined  in  this  Agreement,  and  as  such,  will  constrain  some  of the
Consultant's  overall  possibilities  for  future  employment.  By  Consultant's
signature to this Agreement,  Consultant expressly represents that his training,
education and background are such that his ability to earn a living shall not be
impaired by the restriction in this Agreement.  The definition of compete can be
modified by mutually agreed addendum,  if and when the Company enters additional
types or lines of businesses.

                           2.2      Nondisclosure. Consultant agrees during the
ten year period (the  "Nondisclosure  Period")  commencing on the date of this
Agreement  to hold as secret and  confidential  (unless  disclosure  is required
pursuant to court order, subpoena, in a governmental proceeding, arbitration, or
pursuant  to  other  requirement  of  law)  any  and  all  knowledge,  technical
information,  business information,  developments,  trade secrets,  know-how and
confidences of the Company or its business,  including,  without limitation, (a)
any  information  or  business  secrets  relating  to the  products,  customers,
strategies,  business, conduct or operations of the Company, its subsidiaries or
any of their respective clients, customers, consultants, providers, licensors or
licensees  (collectively,  "Company Affiliates");  (b) any information regarding
any current or prior  employees of the Company or any of its affiliates  (except
where a job reference has been  requested by an  ex-employee  in writing and the
employee asked to give such reference consents;  (c) the existence or betterment
of, or possible new uses or applications  for, any of the Company's  products or
services or those of any Company  Affiliates;  (d) any of the Company's customer
lists,  pricing  and  purchasing  information  or policies of the Company or any
Company Affiliates; and (e) any 

                                      -2-
<PAGE>

methods,  ways of  business  etc.,  used in the use,  sale or  marketing  of the
Company's   products  or   services   or  those  of  any   Company   Affiliates,
(collectively,  "Confidential  Information") of which he has acquired  knowledge
during or after his or her employment with the Company,  to the extent that such
matters  (i)  have  not  previously  been  officially  made  public  or are  not
thereafter made public, or (ii) do not otherwise become available to Consultant,
in either case, via a source not bound by any confidentiality obligations to the
Company  or  Company  Affiliates.  The  phrase  "made  public"  as  used in this
Agreement  shall apply to matters within the domain of the general public or the
Company's industry.  During the Nondisclosure  Period,  Consultant agrees not to
use,  directly or indirectly,  such knowledge for his/her own benefit or for the
benefit  of  others  and  agrees  not  to  disclose  any  of  such  Confidential
Information  without prior written  consent of the Company.  At the cessation of
the  Consulting  Period,  or sooner if requested by the Company,  the Consultant
agrees to promptly return all Company property to the Company as well as any and
all  Confidential  Information  which relates in any way to any of the foregoing
items  covered in this  paragraph and to destroy any  transcripts  or copies the
Consultant  may have of such  Confidential  Information  unless  an  alternative
method of disposition is approved by the Company.

                           2.3      Nonsolicitation/Noninterference. Consultant
agrees that during the two (2) year  period (the  "Nonsolicitation  Period"),
commencing on the date of this Agreement he will not at any time,  without prior
written  consent  of the  Company,  discuss  employment  opportunities  with  an
employee,  directly  or  indirectly  solicit,  induce,  or attempt to solicit or
induce any employee,  former employee (as herein defined), agent, consultant, or
other  representative  or  associate of the Company for the purpose of providing
employment  opportunities  with any entity or to terminate his/her  relationship
with the Company.  Consultant  further  covenants  and agrees  that,  during the
Nonsolicitation  Period,  he will not,  without the prior written consent of the
Company,  directly  or  indirectly,  induce or  attempt  to induce any actual or
prospective  licensors,  licensees,  customers  or  suppliers  of the Company to
terminate,  alter or change  its  relationship  with the  Company  or  otherwise
interfere  with any  relationship  between  the Company and any of its actual or
prospective licensors,  licensees,  suppliers or customers or their employees or
former employees.  A "former employee" shall mean any person who was employed by
the  Company at any time during the one (1) year  period  prior to  Consultant's
cessation of employment with the Company.

                           2.4      Severability;  Certain  Exclusions. In  the
event  that  Sections  2.1,  2.2 or 2.3  or  any  portion  (the  "Restrictive
Covenants") thereof,  shall be found by a court of competent  jurisdiction to be
invalid or unenforceable as written as a matter of law, the parties hereto agree
that such court(s) may exercise its discretion in reforming such provision(s) to
the end that Consultant shall be subject to  noncompetition,  nondisclosure  and
nonsolicitation/   noninterference  covenants  that  are  reasonable  under  the
circumstances and enforceable by the Company.

                           2.5      Acknowledgment.  Consultant  specifically  
acknowledges  that the  covenants  set  forth  herein  restricting  competition,
disclosure  and  solicitation/interference  are  reasonable,   appropriate,  and
necessary as to duration,  scope,  and geographic  area in view of the nature of
the  relationship  between  Consultant and the Company and the investment by the
Company of  significant  time and  resources in the training,  development,  and
employment of Consultant.  Consultant  warrants and represents that in the event
that any of the restrictions set forth 

                                      -3-

<PAGE>

in  these  covenants  become  operative,  he will be able  to  engage  in  other
activities for the purpose of earning a livelihood, and shall not be impaired by
these restrictions.

                  Consultant further acknowledges that the remedy at law for any
breach of these covenants,  including  monetary damages to which the Company may
be entitled,  will be inadequate  and that the Company,  its  successors  and/or
assigns, shall be entitled to injunctive relief against any breach without bond.
Such injunctive  relief shall not be exclusive,  but shall be in addition to any
other rights or remedies which the Company may have for any such breach.

                  3. Payments.  As compensation  for his consulting  services to
the Company during the Consulting Period and the non-disclosure, non-competition
and   non-interference   covenants  contained  herein,  the  Company  shall  pay
Consultant Forty Thousand Dollars ($40,000.00) per year,  commencing on the date
hereof,  and payable in twenty-four (24) equal,  bi-monthly  payments on the 1st
(first)  and 15th  (fifteenth)  day of each  month,  for two years and until the
payment of an aggregate of Eighty Thousand Dollars ($80,000.00) hereunder.

                           3.1      Benefits. Consultant will not, by reason of
this Agreement,  participate in any employee  benefit or insurance plan or any
other plan or receive any other fringe  benefit which is provided by the Company
for its  executives  or  employees,  but may receive such benefits to the extent
provided for in the Employment Agreement or otherwise.

                           3.2     Reimbursement of Expenses. The Company shall
reimburse  Consultant for all reasonable  expenses  incurred by him on behalf
of the Company in the course of performing  those  services which the Consultant
has been requested to perform by the Company; provided that the Consultant shall
submit to the Company  all  documentation  of such  expenses  necessary  for tax
purposes.  Notwithstanding anything to the contrary herein, the Consultant shall
be reimbursed for reasonable expenses for training related to his performance of
his services  hereunder;  provided,  the Consultant first obtains the consent of
the Company for such training.

                  4.  Assignment.  Any  attempt  by  Consultant  to assign  this
Agreement  or any rights or  obligations  hereunder  without  the prior  written
consent of the Company  will be void.  The Company may assign this  Agreement as
part of the sale of its  business  without  the  prior  written  consent  of the
Consultant  so  long  as  the  purchaser  expressly  agrees  to  assume  and  be
responsible for the obligations hereunder.

                  5.  Independent  Contractor.  It is expressly  understood  and
agreed that Consultant is an independent  contractor and is not in any manner an
agent or employee of the Company,  nor is Consultant  authorized or empowered to
conduct  business  under the name of, or for the  account  of, the Company or to
incur obligations of any kind, express or implied,  on behalf of the Company, or
to make any promise,  warranty or  representation  on the Company's  behalf with
respect to any product or service of the Company.

                                      -4-

<PAGE>

                  6.       Construction.

                           6.1      Waiver.  Failure of the Company at any time
to enforce  any  provision  of this  Agreement  or to require  performance  by
Consultant of any  provision  hereof shall in no way affect the validity of this
Agreement or any part hereof or the right of the Company  thereafter  to enforce
its rights  hereunder;  nor shall it be taken to  constitute  a  condonation  or
waiver by the  Company  of that  default or any other or  subsequent  default or
breach.  To the extent  permitted by  Massachusetts  law,  each party waives any
provision of law which renders any provision of this Agreement  unenforceable or
void in any respect.

                           6.2      Governing  Law. This  Agreement  shall be 
governed by  Massachusetts  law, without regard to conflict of laws  principles
thereof.

                           6.3      Counterparts.  This  Agreement may be 
executed in multiple  counterparts  each of which shall be deemed an original 
but all of which together shall constitute one and the same document.

                           6.4      Headings.  The headings in this  Agreement 
are intended  solely for  convenience  of reference and shall be given no effect
in the construction or interpretation of this Agreement.

                           6.5     Entire Agreement. This Agreement constitutes
the entire  understanding and agreement among the parties hereto concerning
the subject matter hereof.  All negotiations among the parties hereto concerning
the  subject  matter  hereof are merged  into this  Agreement,  and there are no
representations,  warranties, covenants,  understandings, or agreements, oral or
otherwise,  in  relation  thereto  among the  parties  hereto  other  than those
incorporated herein. No supplement,  modification or amendment of this Agreement
shall be binding unless executed in writing by the parties hereto.

                  INTENDING  TO BE LEGALLY  BOUND,  the parties or their duly  
authorized  representatives  have signed this  Agreement on the date first above
written.


                                                 ------------------------------
                                                 James Rousou
                                                 (the "Consultant")

                                                 ELCOM INTERNATIONAL, INC.


                                                 By:  _________________________

                                              Title:  _________________________
                                                      (the "Company")

                                      -5-