DEBT PURCHASE AGREEMENT


                                    BETWEEN


                       LLOYDS TSB COMMERCIAL FINANCE LTD


                                      AND

                               ELCOM HOLDINGS LTD




                    Earliest Commencement Date 1 March 2001








                     LLOYDS TSB COMMERCIAL FINANCE LIMITED
                            DEBT PURCHASE AGREEMENT

A.      PARTIES

We, LLOYDS TSB  COMMERCIAL  FINANCE  LIMITED of Boston House,  The Little Green,
Richmond,  Surrey,  agree with you,  the party  referred to as the Client in the
Client Particulars below, to enter into the following agreement.

B.      DATE

This agreement is made on the day the last of us executes it.

C.      DEFINED EXPRESSIONS

Except where the context otherwise requires,  an expression set out in this Debt
Purchase Agreement, including the General and Financial Particulars below, or in
our Standard Terms and  Conditions for the Purchase of Debts (the  "Conditions")
and which is included in condition 21 (Definitions) is to have the meaning given
to it there. Reference to a clause is to a clause in this document. Reference to
a condition  is to a condition  appearing in the  Conditions  which are supplied
with and form an  integral  part of this  agreement  and are signed on behalf of
each of us.

D.      AGREEMENT

D.1 During the currency of this Debt Purchase Agreement you agree to sell and we
agree to buy all your Debts which are in existence on the  Commencement  Date or
which arise after that date from  Contracts  of Sale with your  Customers.  Such
sale and  purchase  shall  be upon  the  terms  set out  both  below  and in the
Conditions.

D.2 The ownership of each Debt existing on the  Commencement  Date shall vest in
us on that date. The ownership of any Debt arising after the  Commencement  Date
shall vest in us automatically upon such Debt coming into existence. Upon a Debt
Vesting in us then its Related Rights shall also automatically vest in us.

D.3 If Part I of the Financial  Particulars below has been completed,  then this
Debt Purchase Agreement shall apply to all Domestic Debts payable in Sterling.

D.4 If Part II of the Financial Particulars below has been completed,  then this
Debt Purchase Agreement shall apply to:

(i)Non-Sterling  Domestic Debts  expressed in the Permitted  Foreign  Currencies
stated in such Financial Particulars; and/or

(ii)Foreign Debts stated in such Financial Particulars.

D.5 You have  entered  into this Debt  Purchase  Agreement on the basis that you
have read and understood all of its terms  (including the  Conditions)  and also
have had the prior  opportunity to take independent  legal advice as to your and
our respective rights and obligations.
<PAGE>

E.      EXCLUSION OF PRIOR AGREEMENTS

The terms of this Debt Purchase  Agreement  (including  the  Conditions  and any
special terms set out below) are the only terms agreed  between us. They exclude
all earlier agreements, warranties and representations, express or implied, oral
or in writing.

F.      COMMENCEMENT AND DURATION

This agreement shall begin on the  Commencement  Date and shall continue for the
Minimum  Period.  Both are specified in the General  Particulars.  Thereafter it
shall  continue  until  ended by  either  of us at any time  giving to the other
written  notice of not less than the Notice  Period,  specified  in the  General
Particulars,  to expire at the end of any  calendar  month  after the end of the
Minimum  Period.  We shall also have the right  immediately  to  terminate  this
agreement, by written notice to you at any time following a Termination Event.

G.      THE GENERAL PARTICULARS

G.1     Commencement Date                       The later of:
        (See clause F)                  (i)     31 January 2001

                                        (ii)    the  date on  which  we  shall
                                                notify  you  that we are
                                                satisfied  that  the  conditions
                                                precedent  set out in clause K
                                                below headed "Conditions
                                                Precedent" have been fulfilled.

G.2     Minimum Period:                 12 months from the Commencement
        (See clause F)                  Date.

G.3     Notice Period:                  3 months.
        (See clause F)

G.4     Additional Non Notifiable       Maintenance and service invoices
        Debts.
        (See Condition 4.1(k))

G.5     Your Payment Terms:             30 days end of month
        (See Condition 14.5(h))

G.6     Arrangement Fee:                (pound)10,000 (inclusive of Elcom
        (See Condition 11.1(a))         Information Technology Ltd)

G.7     Notice of Assignment            No Notice of Assignment will
        Provisions:                     be given
        (See Conditions 5.2, 5.3,       or
         5.4, 6.2(e), 14.4(k) and 14.5(g)

<PAGE>

G.8     Funding Limit (see              (pound)10m  in respect of
        Conditions 9.2 and              the total of debit balances on
        9.4)                            all Funds in Use Accounts (including
                                        Elcom Information Technology  Ltd)


H       FINANCIAL PARTICULARS

        PART I FOR DOMESTIC DEBTS PAYABLE IN STERLING

H.1     Initial Payment Percentage:     85 per cent of the Notified
        (See Condition 9.2 and          Value of Approved Debts.
        9.4)

H.2     Discount Charge:                1.5 per cent above the Base
        (See Condition 11.1(d)          Rate from time to time of Lloyds TSB
        and 11.5)                       Bank plc.

H.3     Allowance:                      1.5 per cent below the Base
        (See Conditions 9.6             Rate from time to
        time of Lloyds TSB and 11.6)    Bank plc.

H.4     Funds Transmission Charge:      Nil per transaction.
        (See Condition 11.1(e))

H.5     Funding Limit:                  (pound)10m (includes Elcom Information
        (See Conditions 9.2 and 9.4)    Technology Ltd)

H.6     Service Charge:                 (pound)2k per month (inclusive of Elcom
        (See Condition 11.1(b)          Information Technology Ltd)

H.7     Minimum Annual Service          (pound)24k (inclusive of Elcom
                                        Information Technology Ltd)
        Charge:
        (See Condition 11.1(c)

H.8     Date on which an unpaid         3 calendar  months after
        Approved Debt will              the end of the month in which
        automatically  become a         the  relevant  invoice  is dated.
        Disapproved Debt (and any
        initial payment will have to be
        returned).  (Condition 7.2(g)).

<PAGE>




I.      FINANCIAL PARTICULARS PART II                           NOT APPLICABLE

        FOREIGN DEBTS OR NON STERLING DOMESTIC DEBTS

                                        Applicable              1.   2.  3.  4.
                                        Conditions ("Con")
                                        or Clause ("Cl")

I.1     MARKETS OR TERRITORIES          Con 21-Definition)
                                        of "Foreign Debt")
                                        and "Non Sterling )
I.2     Permitted Foreign Currency:             Domestic Debt"    )

I.3     Initial Payment Percentage:     -       Con.9.2 and 9.4

I.4     Discount Charge:                -       Con 11.5

I.5     Allowance:                      -       Con 11.5

I.6     Funds Transmission Charge:      -       Con 11.1(e)

I.7     Service Charge:                 -       Con 11.1(b)

I.8     Minimum Annual Service          -       Con 11.1(c)
        Charge:

I.9     Funding Limit:                  -       Con 9.2 and 9.4

I.10   Date on which an Approved
       Debt will  automatically         -       Con 7.2(g)  become a
       Disapproved Debt:

<PAGE>


J.      POWER OF ATTORNEY

You  irrevocably  appoint us and our directors,  company  secretary and officers
from time to time jointly and each of them  severally to be your  attorneys  for
the purpose of:

        (a)perfecting our title to any Debts or Related Rights; and/or

        (b)securing the performance of any of your obligations, to us, or under
        a Contract of  Sale

and for these purposes your appointed attorneys may:

        (i)execute or sign deeds and documents;

        (ii)complete or endorse cheques and other instruments;

        (iii)institute or defend proceedings;

        (iv)complete and perform such other acts;

        (v)give notice of the Assignment of Debts to us;

as we may in all cases reasonably consider necessary.

K.      CONDITIONS PRECEDENT

1. Satisfactory reference from Deutsche Bank
2. Satisfaction with the terms of the Agency Agreement and confirmation from
   lawyers that it does not compromise our rights under the security
   documentation
3. Confirmation from lawyers of the validity of the rebate invoices and the
   documentation trail required.
4. Lawyers to re-draft Torex Bill & Hold letter to ensure the debt is valid


L.      SPECIAL TERMS (IF ANY)

1. Reserves per audit: contras(pound)109k
2. A reserve  of  (pound)200,000  will be held in  respect  of maintenance  and
   service invoices, to be reviewed at each quarterly audit.

M.      COVENANTS
1. PBT to be positive
2. Minimum net worth to be(pound)9m for Elcom Information Technology Ltd
   consolidated
3. Maximum debt turn to be 75 days

All covenants to be measured on the quarterly  external  reporting days (31 Dec,
31 Mar, 30 Jun, 30 Sep)

<PAGE>

M.      CLIENT PARTICULARS

        NAME:           ELCOM HOLDINGS LIMITED
        INCORPORATED IN:  ENGLAND AND WALES

        WITH COMPANIES REGISTRY NO:  2838561

        PRINCIPAL PLACE OF BUSINESS:  Commercial House, 394 Edinburgh Avenue,
        Slough, SL1 4TU




        TRADING STYLE (IF ANY) USED:
<PAGE>

N       Offer of Debts on Commencement  (Condition 3.1)

Client No:_________________C.C.___________________


To:     Lloyds TSB Commercial Finance Limited       Date:......................



From:            Limited/plc                        Schedule No:.......1.......


Under the terms of the Agreement for the Purchase of Debts dated ...............
200 , including in particular,  Condition 3.1, we hereby offer to sell the debts
shown in our Sales Ledger as set out below:

                                                    This day   Month to date


Sales ledger as at:                     Balance bfwd___________

        +       Sales Invoices


        -       Sales Credit Notes


        -       Cash Recieved


        -       Discount Allowed

        +/-     Adjustments
                                    : Contras
                                   : Inter co
                                   : Journals
                                   : B.D.W.O.




Total Net position per day/month

Balance agreed to aged debtors as at _____/____/200____


Total of Sales Ledger as at...................................(pound)__________

                Less Non Notifiable Debts________(pound)__________

Debts notified to LTSBCFL as Agent:

---------------------------------
AUTHORISED SIGNATURE
<PAGE>

This  document  has been  executed  as a deed by or on  behalf  of each of us to
indicate our binding agreement to its terms.


SIGNED and DELIVERED as a Deed on               )
  1st      day of  March   2001   by            )
                                                        /s/ Simon Barnes
us, LLOYDS TSB COMMERCIAL FINANCE LIMITED,      )       Signature of Director

acting by Simon Barnes                          )

(Attorney) and Peter Anderson                   )
                                                )       /s/ Peter Anderson
(Attorney)                                      )       Signature of *Director/
                                                        *Company Secretary



CORPORATE CLIENT

SIGNED and DELIVERED as a deed on               )
7th         day of  February    2001    by you  )       /s/ Robert J. Crowell
                                                )       Signature of Director
ELCOM HOLDINGS LIMITED acting by **             )
        Robert J. Crowell                       )
                                                )
(a Director) and **                             )
        Peter A. Rendall                        )
                                                )       /s/ Peter A. Rendall
(a *Director)                                   )       Signature of *Director/
                                                )       Company Secretary


Key

**      Insert Full Names.
*       Delete as Applicable.


{17032.00019:AHP1025.DOCv}