Exhibit 10.15
                                              

                             COLLATERALIZED GUARANTY

TO:     DEUTSCHE FINANCIAL SERVICES (UK) LTD. ("DFS")

1. Guaranty and Indemnification. In consideration of financing provided or to be
provided  by you to Elcom  Group  Limited  ("Dealer"),  and for  other  good and
valuable   consideration   received,   the  undersigned   (individually   and/or
collectively  "Guarantor")  unconditionally and absolutely guaranty to DFS, from
property  held  separately  or jointly,  the  immediate  payment when due of all
current and future  liabilities  owed by Dealer to DFS, whether such liabilities
are direct or  indirect  ("Liabilities").  Guarantor  will pay DFS on demand the
full  amount  of all sums owed by  Dealer  to DFS,  together  with all costs and
expenses (including, without limitation,  reasonable attorneys' fees). Guarantor
also  indemnifies and holds DFS harmless from and against all (a) losses,  costs
and expenses DFS incurs  and/or is liable for  (including,  without  limitation,
reasonable  attorneys' fees) and (b) claims,  actions and demands made by Dealer
or any third party against DFS, which in any way relate to any  relationship  or
transaction between DFS and Dealer.

2. Consents. This Guaranty will not be released,  discharged or affected by, and
Guarantor hereby irrevocably consents to, any: (a) change in the manner,  place,
or terms of payment or  performance in any current or future  agreement  between
DFS and Dealer,  the  release,  settlement  or  compromise  of or with any party
liable for the  payment or  performance  thereof or the  substitution,  release,
non-perfection,   impairment,  sale  or  other  disposition  of  any  collateral
thereunder;  (b) change in Dealer's  financial  condition;  (c)  interruption of
relations  between  Dealer and DFS or  Guarantor;  (d) claim or action by Dealer
against DFS;  and/or (e) increases or decreases in any credit DFS may provide to
Dealer.

3.  Unconditional  Obligations.  Guarantor will pay DFS even if DFS has not: (a)
notified  Dealer  that it is in  default  of the  Liabilities,  and/or  that DFS
intends to accelerate or has  accelerated  the payment of all or any part of the
Liabilities, or (b) exercised any of DFS' rights or remedies against Dealer, any
other person or any current or future collateral.  If Dealer hereafter undergoes
any change in its ownership, identity or organizational structure, this Guaranty
will  extend to all  current  and future  obligations  which such new or changed
legal entity owes to DFS.

4. Waivers.  Guarantor  irrevocably  waives:  notice of DFS'  acceptance of this
Guaranty, presentment,  demand, protest, nonpayment,  nonperformance,  notice of
breach or default,  notice of intent to accelerate and notice of acceleration of
any  indebtedness of Dealer,  any right of contribution  from other  guarantors,
dishonor,  the amount of  indebtedness  of Dealer  outstanding  at any time, the
number and amount of advances made by DFS to Dealer in reliance on this Guaranty
and any claim or action against Dealer;  all other demands and notices  required
by law;  all  rights of offset and  counterclaims  against  DFS or  Dealer;  all
defenses to the enforceability of this Guaranty (including,  without limitation,
fraudulent inducement). Guarantor also waives all rights to claim, arbitrate for
or sue for any punitive or exemplary  damages.  In  addition,  Guarantor  hereby
irrevocably  subordinates  to DFS any and all of Guarantor's  present and future
rights and remedies:  (a) of subrogation against Dealer to any of DFS' rights or
remedies against Dealer, (b) of contribution, reimbursement, indemnification and
restoration  from  Dealer;  and (c) to assert any other claim or action  against
Dealer directly or indirectly relating to this Guaranty,  such subordinations to
last  until DFS has been paid in full for all  Liabilities.  All of  Guarantor's
waivers and subordinations herein will survive any termination of this Guaranty.

5.   Warranties   and   Representations.   Guarantor  has  made  an  independent
investigation of the financial condition of Dealer and gives this Guaranty based
on that investigation and not upon any representation made by DFS. Guarantor has
access  to  current  and  future  Dealer  financial  information  which  enables
Guarantor  to remain  continuously  informed  of Dealer's  financial  condition.
Guarantor  represents  and warrants to DFS that  Guarantor has received and will
receive  substantial  direct or  indirect  benefit by making this  Guaranty  and
incurring the  Liabilities.  Guarantor also  represents and warrants to DFS that
Guarantor is 

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solvent and  Guarantor's  execution  of this  Guaranty  will not make  Guarantor
insolvent.  Guarantor  further  represents  and  warrants  to DFS that:  (a) the
present  fair  salable  value of  Guarantor's  assets is greater than the amount
required to pay Guarantor's  liabilities  (including  contingent,  subordinated,
unmatured  and  unliquidated  liabilities);  and (b)  Guarantor  now has capital
sufficient  to carry on its  business  and  transactions  and all  business  and
transactions  in which it is about to engage and is now  solvent and able to pay
its debts as they mature.

6. Grant of Security  Interest.  To secure payment of all Liabilities and all of
Guarantor's  current and future debts to DFS, whether under this Guaranty or any
current or future guaranty or other  agreement,  Guarantor grants DFS a security
interest  in  all  of  Guarantor's  inventory,  equipment,  fixtures,  accounts,
contract rights, chattel paper,  instruments,  reserves,  documents, and general
intangibles;  all whether now owned or hereafter acquired,  and all attachments,
accessories,   accessions,  substitutions  and  replacements  thereto,  and  all
proceeds  thereof.  All such assets are  collectively  referred to herein as the
"Collateral."  All of such terms for which  meanings are provided in the Uniform
Commercial Code of the applicable state are used herein with such meanings.  All
Collateral  financed by DFS for Dealer or Guarantor,  and all proceeds  thereof,
will be held in trust by Guarantor for DFS.

7. Additional Warranties and Representations.  Guarantor warrants and represents
to DFS that: (a) Guarantor has good title to all  Collateral;  (b) DFS' security
interest in the  Collateral  financed by DFS for Dealer or  Guarantor is not now
and will not become subordinate to the security interest,  lien,  encumbrance or
claim of any  person,  other than the  security  interest  granted  to  Deutsche
Financial  Services  Corporation;  (c) Guarantor  will execute all documents DFS
requests to perfect and maintain DFS' security  interest in the Collateral;  (d)
Guarantor will deliver to DFS immediately upon each request, and DFS may retain,
each Certificate of Title or Statement of Origin issued for Collateral  financed
by DFS  for  Dealer  or  Guarantor;  (e)  Guarantor  will at all  times  be duly
organized,  existing, in good standing, qualified and licensed to do business in
each state,  county,  or parish, in which the nature of its business or property
so requires;  (f) Guarantor  has the right and is duly  authorized to enter into
this Guaranty;  (g) Guarantor's execution of this Guaranty does not constitute a
breach of any agreement to which  Guarantor is now or hereafter  becomes  bound;
(h)  there are and will be no  actions  or  proceedings  pending  or  threatened
against  Guarantor  which  might  result  in  any  material  adverse  change  in
Guarantor's  financial or business condition or which might in any way adversely
affect any of Guarantor's  assets; (i) Guarantor will maintain the Collateral in
good  condition and repair;  (j) Guarantor has duly filed and will duly file all
tax returns  required by law; (k)  Guarantor  has paid and will pay when due all
taxes, levies, assessments and governmental charges of any nature; (l) Guarantor
will keep and maintain all of its books and records pertaining to the Collateral
at its principal place of business designated below; (m) Guarantor will promptly
supply DFS with such  information  concerning it as DFS hereafter may reasonably
request; (n) all Collateral will be kept at Dealer's principal place of business
or Guarantor's place of business listed below, and such other locations, if any,
of which  Dealer or  Guarantor  has  notified DFS in writing or as listed on any
current or future Exhibit "A" attached to any Agreement for Wholesale  Financing
or security  agreement  between  Dealer and DFS or this  Guaranty  which written
notice(s)  to DFS and Exhibit A(s) are  incorporated  herein by  reference;  (o)
Guarantor  will give DFS thirty (30) days prior written  notice of any change in
Guarantor's   identity,   name,  form  of  business   organization,   ownership,
management,  principal place of business, Collateral locations or other business
locations,  and before moving any books and records to any other  location;  (p)
Guarantor will observe and perform all matters  required by any lease,  license,
concession or franchise  forming part of the Collateral in order to maintain all
the rights of DFS thereunder;  (q) Guarantor will advise DFS of the commencement
of material legal  proceedings  against  Dealer or Guarantor;  and (r) Guarantor
will comply with all  applicable  laws and will conduct its business in a manner
which  preserves  and  protects  the  Collateral  and the  earnings  and incomes
thereof.

8.  Negative  Covenants.  Guarantor  will not at any time  (without  DFS'  prior
written consent):  (a) other than in the ordinary course of its business,  sell,
lease or otherwise  dispose of or transfer any of its assets;  (b) rent,  lease,

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demonstrate,  consign,  or use any  Collateral  financed  by DFS for  Dealer  or
Guarantor;  or (c) enter into any mergers,  consolidations,  reorganizations  or
recapitalizations  without DFS' prior written consent other than as contemplated
herein,  except  for any such  transaction  which  results  in the  indefeasible
satisfaction in full of all Liabilities to DFS and termination of the agreements
between DFS and Dealer in accordance with the terms thereof.

9. Insurance. Guarantor will immediately notify DFS of any loss, theft or damage
to any  Collateral.  Guarantor  will keep the  Collateral  insured  for its full
insurable  value under an "all risk"  property  insurance  policy with a company
acceptable to DFS,  naming DFS as a lender  loss-payee and  containing  standard
lender's loss payable and  termination  provisions.  Guarantor  will provide DFS
with  written  evidence  of  such  property   insurance  coverage  and  lender's
loss-payee endorsement.

10. Financial  Statements.  Guarantor will provide DFS with financial statements
on it each year within one hundred  twenty  (120) days after the end of Dealer's
fiscal year end.  Guarantor  warrants and  represents  to DFS that all financial
statements  and  information  relating to Guarantor or Dealer which have been or
may  hereafter  be  delivered by Guarantor or Dealer to DFS are true and correct
and  have  been and will be  prepared  in  accordance  with  generally  accepted
accounting  principles  consistently  applied and,  with  respect to  previously
delivered statements and information,  there has been no material adverse change
in the  financial  or  business  condition  of  Guarantor  or  Dealer  since the
submission to DFS, either as of the date of delivery, or if different,  the date
specified therein, and Guarantor acknowledges DFS' reliance thereon.

11.   Financial Covenants.

              (a)  Guarantor  agrees  that  it will at all  times  maintain  the
following:

                     (i) a  Tangible  Net Worth  plus  Subordinated  Debt in the
              combined  amount  of not  less  than  Forty-Five  Million  Dollars
              ($45,000,000);

                     (ii)  a  ratio  of  Debt  to   Tangible   Net  Worth   plus
              Subordinated  Debt of not more  than  Three  and  one-half  to One
              (3.5:1.0);

              (b)  During  any fiscal  year,  not more than one  fiscal  quarter
              thereof  shall  evidence a before tax loss,  excluding any expense
              charges relating to the  Intangibles,  as determined in accordance
              with GAAP; and

              (c) For each  fiscal  year,  Guarantor  shall  achieve  before tax
              income, excluding any expense charges relating to the Intangibles,
              as determined in accordance with GAAP, of not less than one dollar
              ($1.00).

              For purposes of this paragraph: (i) "Tangible Net Worth" means the
              book value of Guarantor's  assets less  liabilities  (including as
              liabilities  all reserves for  contingencies  and other  potential
              liabilities),  excluding  from such assets all  Intangibles;  (ii)
              "Intangibles" means and includes general intangibles (as that term
              is defined in the Uniform  Commercial Code);  accounts  receivable
              and  advances  due  from  officers,   directors,   member,  owner,
              employees, stockholders and affiliates; leasehold improvements net
              of depreciation;  licenses;  good will;  prepaid expenses;  escrow
              deposits;  covenants not to compete;  the excess of cost over book
              value of acquired assets;  franchise fees;  organizational  costs;
              finance  reserves  held  for  recourse  obligations;   capitalized
              research and  development  costs;  and such other similar items as
              DFS may from time to time determine in DFS' sole discretion; (iii)
              "Debt" means all of Guarantor's  liabilities and  indebtedness for
              borrowed  money of any  kind  and  nature  whatsoever  other  than
              Subordinated Debt (as defined below),  whether direct or indirect,
              absolute  or   contingent,   and   including   obligations   under
              capitalized leases,  guaranties or with respect to which Guarantor
              has pledged  assets to secure  performance,  whether or not direct
              recourse  liability has been assumed by  Guarantor;  provided that
              Debt shall not include any liability item on Guarantor's financial
              statements 

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              which represents a minority  ownership  interest in any
              Subsidiary;  (iv)  "Subordinated  Debt"  means  all Debt  which is
              subordinated  to the payment of Guarantor's  liabilities to DFS by
              an agreement in form and  substance  satisfactory  to DFS plus any
              liability  item  on   Guarantor's   financial   statements   which
              represents a minority  ownership  interest in any Subsidiary;  and
              (v)  "Subsidiary"  means any  corporation in which  Guarantor or a
              subsidiary  of  Guarantor  owns or  controls  greater  than  fifty
              percent  (50%) of the voting  securities,  or any  partnership  or
              joint venture in which Guarantor or a subsidiary of Guarantor owns
              or controls  greater  than fifty  percent  (50%) of the  aggregate
              equitable  interest.  The  foregoing  terms will be  determined in
              accordance with GAAP consistently  applied,  and on a consolidated
              basis  based upon the  consolidated  and  consolidating  financial
              statements of Guarantor ("Financial Covenants").  The President or
              Chief  Financial  Officer of Guarantor  will certify to DFS by the
              10th  business day after  Guarantor's  filing of its 10-Q with the
              SEC,  or more often if  requested  by DFS,  that  Guarantor  is in
              compliance  with the  financial  covenants  as set forth in a form
              acceptable to DFS in its sole discretion.

12. Reviews.  Guarantor grants DFS an irrevocable  license to enter  Guarantor's
business  locations during normal business hours without notice to Guarantor to:
(a) account for and inspect all Collateral;  (b) verify  Guarantor's  compliance
with this  Guaranty;  and (c)  examine  and copy  Guarantor's  books and records
related to the Collateral.

13.  Default.  Guarantor  will be in default  under this Guaranty if: (a) Dealer
breaches any terms,  warranties  or  representations  contained in any agreement
between  DFS and  Dealer;  (b)  Guarantor  breaches  any  terms,  warranties  or
representations contained herein or in any other agreement between Guarantor and
DFS; (c) any representation,  statement, report or certificate made or delivered
by Dealer or Guarantor to DFS is not accurate when made; (d) Dealer fails to pay
any portion of Dealer's  debts to DFS when due and payable  under any  agreement
between DFS and Dealer;  (e) Guarantor  fails to pay any portion of  Guarantor's
debts to DFS when due and payable under any agreement between DFS and Guarantor;
(f) Dealer or Guarantor  abandons any Collateral;  (g) Dealer or Guarantor is or
becomes  in default in the  payment of any debt owed to any third  party;  (h) a
money judgment  issues against Dealer or Guarantor;  (i) an attachment,  sale or
seizure issues or is executed against any assets of Dealer or Guarantor; (j) Any
general partner dies while Guarantor is a general or limited partnership, or any
member dies while Guarantor is a limited liability company,  as applicable;  (k)
Dealer or Guarantor  shall cease  existence as a  corporation,  partnership,  or
limited  liability  company,  as applicable;  (l) Dealer or Guarantor  ceases or
suspends business; (m) Dealer, Guarantor or any member while Dealer or Guarantor
is a limited liability  company,  as applicable,  makes a general assignment for
the benefit of  creditors;  (n) Dealer,  Guarantor or any member while Dealer or
Guarantor is a limited liability  company,  as applicable,  becomes insolvent or
voluntarily or involuntarily becomes subject to the Federal Bankruptcy Code, any
state  insolvency  law or any similar law; (o) any receiver is appointed for any
assets of Dealer, Guarantor or any member while Dealer or Guarantor is a limited
liability  company,  as  applicable;  (p) this Guaranty or any other guaranty of
Dealer's  debts  to DFS  is  terminated;  (q)  Dealer  or  Guarantor  loses  any
franchise,  permission, license or right to sell or deal in any Collateral which
DFS finances for Dealer or Guarantor;  or (r) Dealer or Guarantor  misrepresents
their respective financial condition or organizational structure.

14. Rights of DFS Upon Default. In the event of a default:
        (a)    DFS may at any time at DFS' election, without notice or demand to
               Dealer or Guarantor, do any one or more of the following: declare
               all  or  any  part  of  the  debt  Guarantor  owes  DFS,  whether
               contingent  or  noncontingent  and whether  arising  hereunder or
               under any other agreement between Guarantor and DFS,  immediately
               due and  payable,  together  with all costs and  expenses of DFS'
               collection   activity,   including,   without   limitation,   all
               reasonable  attorneys'  fees;  exercise  any or all rights  under
               applicable  law  (including,  without  limitation,  the  right to
               possess,  

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               transfer and dispose of the  Collateral);  and/or cease
               extending any additional credit to Guarantor,  if applicable,  or
               Dealer.
        (b)    Guarantor  will  segregate  and keep the  Collateral in trust for
               DFS,  and in good  order and  repair,  and will not  sell,  rent,
               lease, consign,  otherwise dispose of or use any Collateral,  nor
               further encumber any Collateral.
        (c)    Upon DFS' oral or  written  demand,  Guarantor  will  immediately
               deliver the  Collateral  to DFS,  in good order and repair,  at a
               place specified by DFS, together with all related  documents;  or
               DFS may, in DFS' sole  discretion and without notice or demand to
               Guarantor,  take immediate  possession of the Collateral together
               with all related documents.

               All of DFS' rights and remedies are  cumulative.  DFS' failure to
               exercise any of DFS' rights or remedies  hereunder will not waive
               any of DFS' rights or remedies as to any past,  current or future
               default.

15. Sale of Collateral.  Guarantor agrees that if DFS conducts a private sale of
any  Collateral by requesting  bids from 10 or more dealers or  distributors  in
that  type of  Collateral,  any  sale by DFS of  such  Collateral  in bulk or in
parcels  within  120 days of: (a) DFS'  taking  possession  and  control of such
Collateral;  or (b) when DFS is otherwise  authorized  to sell such  Collateral;
whichever  occurs last, to the bidder  submitting the highest cash bid therefor,
is  a  commercially  reasonable  sale  of  such  Collateral  under  the  Uniform
Commercial  Code.  Guarantor  agrees that the  purchase of any  Collateral  by a
vendor,  as  provided  in  any  agreement  between  DFS  and  the  vendor,  is a
commercially  reasonable  disposition and private sale of such Collateral  under
the  Uniform  Commercial  Code,  and no  request  for bids  shall  be  required.
Guarantor  further  agrees  that 7 or more days  prior  written  notice  will be
commercially reasonable notice of any public or private sale (including any sale
to a  Vendor).  Guarantor  irrevocably  waives any  requirement  that DFS retain
possession and not dispose of any Collateral until after an arbitration hearing,
arbitration award, confirmation, trial or final judgment. If DFS disposes of any
such Collateral other than as herein contemplated, the commercial reasonableness
of such  disposition will be determined in accordance with the laws of the state
governing this Guaranty.

16. Power of Attorney. Guarantor grants DFS an irrevocable power of attorney to:
execute or endorse on  Guarantor's  behalf  any  checks,  financing  statements,
instruments,  Certificates  of Title and Statements of Origin  pertaining to the
Collateral;  supply any omitted  information and correct errors in any documents
between DFS and Guarantor; initiate and settle any insurance claim pertaining to
the Collateral;  and do anything to preserve and protect the Collateral and DFS'
rights and interest therein.

17.  Termination.  Guarantor may terminate  this Guaranty by a written notice to
DFS,  the  termination  to be  effective  sixty (60) days after DFS receives and
acknowledges it, but the termination will not terminate Guarantor's  obligations
hereunder for Liabilities arising prior to the effective termination date.

18. Binding  Effect.  Guarantor  cannot assign this Guaranty  without DFS' prior
written consent,  although DFS may assign its interest herein without notice to,
or  consent  from,  Guarantor.  This  Guaranty  will  protect  and bind DFS' and
Guarantor's respective heirs, representatives, successors and assigns.

19. Notices. Except as otherwise stated herein, all notices, arbitration claims,
responses, requests and documents will be sufficiently given or served if mailed
or delivered: (a) to Guarantor at its address below; (b) to DFS at 655 Maryville
Centre Drive, St. Louis,  Missouri  63141-5832,  Attention:  General Counsel; or
such other address as the parties may specify from time to time in writing.

20.  Severability.  If any  provision  of this  Guaranty or its  application  is
invalid or unenforceable, the remainder of this Guaranty will not be impaired or
affected and will remain binding and enforceable.

21. Supplement.  If Guarantor and DFS have heretofore  executed other guaranties
or  agreements  in  connection  with  all or any  part of the  Collateral,  this
Guaranty 

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shall  supplement  each and every other such guaranty and  agreement  previously
executed by and between Guarantor and DFS, and in that event this Guaranty shall
neither be deemed a  novation  nor a  termination  of such  previously  executed
guaranty  or  agreement  nor  shall  execution  of this  Guaranty  be  deemed  a
satisfaction of any obligation  secured by such previously  executed guaranty or
agreement.

22.  Receipt  of  Guaranty.  Guarantor  has read and  understood  all  terms and
provisions of this Guaranty.  Guarantor  acknowledges  receipt of a true copy of
this Guaranty and of all agreements  between DFS and Dealer. The meanings of all
terms  herein are equally  applicable  to both the  singular and plural forms of
such terms. Notwithstanding anything herein to the contrary: (a) DFS may rely on
any facsimile copy,  electronic data  transmission or electronic data storage of
this  Guaranty,   any  agreement  between  DFS  and  Dealer,  any  Statement  of
Transaction,  billing statement,  invoice from a vendor, financial statements or
other report,  and (b) such facsimile  copy,  electronic  data  transmission  or
electronic  data  storage  will be deemed  an  original,  and the best  evidence
thereof for all purposes,  including, without limitation, under this Guaranty or
any other agreement between DFS and Guarantor,  and for all evidentiary purposes
before any arbitrator, court or other adjudicatory authority.

23. NO ORAL  AGREEMENTS.  Oral  agreements or commitments to loan money,  extend
credit or to forbear from enforcing  repayment of a debt  including  promises to
extend or renew such debt are not enforceable. To protect Guarantor and DFS from
misunderstanding or disappointment,  any agreements  Guarantor and DFS or Dealer
and DFS reach covering such matters are contained in this Guaranty, an Agreement
for  Wholesale  Financing,  or another  agreement  between  Guarantor and DFS or
between Dealer and DFS, which  agreement(s)  is (are) the complete and exclusive
statement of the agreement between Guarantor and DFS and between Dealer and DFS,
except  as  specifically  provided  herein,  in such  other  agreement(s)  or as
Guarantor and DFS or Dealer and DFS may later agree in writing.

24.  Miscellaneous.   This  Guaranty  will  survive  any  federal  and/or  state
bankruptcy  or insolvency  action  involving  Dealer.  If DFS is required in any
action  involving  Dealer to  return or  rescind  any  payment  made to or value
received by DFS from or for the account of Dealer,  this Guaranty will remain in
full force and effect and will be automatically  reinstated  without any further
action by DFS and  notwithstanding  any  termination  of this  Guaranty  or DFS'
release  of  Guarantor.  Any delay or  failure  by DFS,  or DFS'  successors  or
assigns,  in exercising any of DFS' rights or remedies  hereunder will not waive
any such rights or remedies.  If Guarantor fails to pay any taxes, fees or other
obligations  which may impair DFS' interest in the Collateral,  or fails to keep
the Collateral  insured,  DFS may, but shall not be required to, pay such taxes,
fees or obligations and pay the cost to insure the  Collateral,  and the amounts
paid will be: (a) an additional  debt  directly owed by Guarantor to DFS,  which
shall be subject to finance  charges at the highest rate allowed by law; and (b)
due  and  payable  immediately  in  full.  Guarantor  agrees  to pay all of DFS'
reasonable attorneys' fees and expenses incurred by DFS in enforcing DFS' rights
hereunder. The Section titles used in this Guaranty are for convenience only and
do not define or limit the contents of any Section.

25.     BINDING ARBITRATION.
        25.1  Arbitrable  Claims.  Except  as  otherwise  specified  below,  all
actions,  disputes,  claims and controversies under common law, statutory law or
in equity of any type or nature whatsoever (including,  without limitation,  all
torts,  whether  regarding  negligence,  breach of fiduciary duty,  restraint of
trade, fraud,  conversion,  duress,  interference,  wrongful replevin,  wrongful
sequestration,  fraud in the  inducement,  usury or any other tort, all contract
actions,  whether  regarding express or implied terms, such as implied covenants
of good faith, fair dealing, and the commercial reasonableness of any collateral
disposition,  or any  other  contract  claim,  all  claims  of  deceptive  trade
practices or lender liability,  and all claims questioning the reasonableness or
lawfulness  of any  act),  whether  arising  before  or  after  the date of this
Guaranty,  and whether  directly or  indirectly  relating to: (a) this  Guaranty
and/or  any  amendments  and  addenda 

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hereto,  or the breach,  invalidity or termination  hereof;  (b) any previous or
subsequent  agreement between DFS and us; (c) any act committed by DFS or by any
parent company,  subsidiary or affiliated  company of DFS (the "DFS Companies"),
or by an employee,  agent, officer or director of a DFS Company,  whether or not
arising  within  the  scope  and  course  of  employment  or  other  contractual
representation  of the DFS  Companies  provided  that  such act  arises  under a
relationship,  transaction  or  dealing  between  DFS  and  Dealer  or  DFS  and
Guarantor; and/or (d) any other relationship,  transaction, dealing or agreement
between DFS and Dealer or DFS and Guarantor (collectively the "Disputes"),  will
be subject to and resolved by binding arbitration.

        25.2 Administrative Body. All arbitration hereunder will be conducted in
accordance  with The Commercial  Arbitration  Rules of The American  Arbitration
Association  ("AAA").  If the AAA is dissolved,  disbanded or becomes subject to
any state or federal  bankruptcy  or  insolvency  proceeding,  the parties  will
remain  subject to binding  arbitration  which will be  conducted  by a mutually
agreeable arbitral forum. The parties agree that all arbitrator(s) selected will
be attorneys with at least five (5) years secured transactions  experience.  The
arbitrator(s)  will decide if any inconsistency  exists between the rules of any
applicable  arbitral forum and the arbitration  provisions  contained herein. If
such  inconsistency  exists,  the arbitration  provisions  contained herein will
control and supersede such rules.  The site of all  arbitrations  will be in the
Division of the  Federal  Judicial  District  in which AAA  maintains a regional
office that is closest to Dealer.

        25.3  Discovery.  Discovery  permitted  in  any  arbitration  proceeding
commenced  hereunder is limited as follows: No later than thirty (30) days after
the  filing of a claim for  arbitration,  the  parties  will  exchange  detailed
statements  setting forth the facts  supporting the claim(s) and all defenses to
be raised during the arbitration,  and a list of all exhibits and witnesses.  No
later than twenty-one (21) days prior to the  arbitration  hearing,  the parties
will  exchange a final list of all exhibits  and all  witnesses,  including  any
designation  of  any  expert  witness(es)  together  with  a  summary  of  their
testimony; a copy of all documents and a detailed description of any property to
be  introduced  at  the  hearing.   Under  no  circumstances  will  the  use  of
interrogatories,   requests  for  admission,  requests  for  the  production  of
documents or the taking of  depositions be permitted.  However,  in the event of
the  designation of any expert  witness(es),  the following will occur:  (a) all
information  and  documents  relied  upon  by the  expert  witness(es)  will  be
delivered to the  opposing  party,  (b) the opposing  party will be permitted to
depose the expert  witness(es),  (c) the  opposing  party will be  permitted  to
designate rebuttal expert  witness(es),  and (d) the arbitration hearing will be
continued  to the earliest  possible  date that  enables the  foregoing  limited
discovery to be accomplished.

        25.4     Exemplary or Punitive  Damages.  The  Arbitrator(s)  will not 
have the  authority  to award  exemplary or punitive damages.

        25.5 Confidentiality of Awards. All arbitration  proceedings,  including
testimony or evidence at hearings, will be kept confidential, although any award
or order  rendered by the  arbitrator(s)  pursuant to the terms of this Guaranty
may be entered as a judgment  or order in any state or federal  court and may be
entered as a  judgment  or order  within the  federal  judicial  district  which
includes  the  residence  of the  party  against  whom  such  award or order was
entered.  This  Guaranty  concerns  transactions  involving  commerce  among the
several   states.   The  Federal   Arbitration   Act  ("FAA")  will  govern  all
arbitration(s) and confirmation proceedings hereunder.

        25.6  Prejudgment  and  Provisional  Remedies.  Nothing  herein  will be
construed  to  prevent  DFS' or  Guarantor's  use of  bankruptcy,  receivership,
injunction, repossession, replevin, claim and delivery, sequestration,  seizure,
attachment,  foreclosure,  dation and/or any other  prejudgment  or  provisional
action or remedy  relating to any collateral for any current or future debt owed
by either  party to the other.  Any such action or remedy will not waive DFS' or
Guarantor's right to compel arbitration of any Dispute.

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        25.7 Attorneys'  Fees. If either Guarantor or DFS bring any other action
for judicial  relief with respect to any Dispute  (other than those set forth in
the  immediately  preceding  paragraph),  the party bringing such action will be
liable  for and  immediately  pay all of the other  party's  costs and  expenses
(including  attorneys'  fees) incurred to stay or dismiss such action and remove
or refer such Dispute to arbitration. If either Guarantor or DFS bring or appeal
an action to vacate or  modify  an  arbitration  award and such  party  does not
prevail, such party will pay all costs and expenses,  including attorneys' fees,
incurred by the other party in defending such action.

        25.8  Limitations.  Any arbitration  proceeding must be instituted:  (a)
with respect to any Dispute for the  collection of any debt owed by either party
to the other,  within two (2) years after the date the last payment was received
by the instituting party; and (b) with respect to any other Dispute,  within two
(2) years after the date the incident giving rise thereto  occurred,  whether or
not any damage was sustained or capable of ascertainment or either party knew of
such incident. Failure to institute an arbitration proceeding within such period
will  constitute an absolute bar and waiver to the institution of any proceeding
with respect to such Dispute.

        25.9     Survival After Termination.  The agreement to arbitrate will 
survive the termination of this Guaranty.

26.  INVALIDITY/UNENFORCEABILITY  OF BINDING  ARBITRATION.  IF THIS  GUARANTY IS
FOUND TO BE NOT SUBJECT TO ARBITRATION, ANY LEGAL PROCEEDING WITH RESPECT TO ANY
DISPUTE WILL BE TRIED IN A COURT OF COMPETENT  JURISDICTION BY A JUDGE WITHOUT A
JURY. DFS AND GUARANTOR WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUCH PROCEEDING.

27. Governing Law. Guarantor  acknowledges and agrees that this Guaranty and all
agreements between Dealer and DFS have been substantially  negotiated,  and will
be performed, in the state of Massachusetts.  Accordingly, Guarantor agrees that
all Disputes will be governed by, and construed in accordance  with, the laws of
such state,  except to the extent  inconsistent  with the  provisions of the FAA
which will control and govern all arbitration proceedings hereunder.

THIS GUARANTY CONTAINS BINDING ARBITRATION, JURY WAIVER AND PUNITIVE DAMAGES 
WAIVER PROVISIONS.

Date:  December 1, 1997

ELCOM INTERNATIONAL, INC.

By:  /s/ Laurence F. Mulhern
[Print Name:  Laurence F. Mulhern   ]
Title:  CFO

By:
[Print Name:                       ]
Title:

Address of Guarantor(s):
10 Oceana Way
Norwood, MA  02062


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