UNDERTAKING AND INDEMNITY



                                    BETWEEN


                               PETER ALAN RENDALL


                            ELCOM INTERNATIONAL INC



                                      AND



                     LLOYDS TSB COMMERCIAL FINANCE LIMITED



                           UNDERTAKING AND INDEMNITY

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To:     LLOYDS TSB Commercial Finance Limited
        Boston House
        The Little Green
        Richmond
        Surrey  TW9  1QE


Elcom Information Technology Limited and Elcom Holdings Limited ("theCompanies")

I refer to the agreements with a commencement date of 1st March 2001 between you
and the  Companies  for the  purchase by you of the  Companies  Debts ("the Debt
Purchase  Agreements")  entered into by you in  consideration  inter alia of the
confirmations, undertakings and obligations given or entered into below.

I confirm that I have read the warranties,  undertakings  and indemnity given to
you by the Companies set out in paragraphs  14.1-14.7  inclusive of the Standard
Terms and Conditions for the Purchase of Debts ("STC") and the  declarations  of
trust   contained  in  paragraph  6.1  of  the  "STC"   together  "the  relevant
obligations" and fully understand their nature and effect.

I  confirm  that  to the  best of my  knowledge  and  belief  (having  made  all
reasonable  enquiries)  the Companies have complied with and are at today's date
in compliance with the relevant obligations.

In  consideration  of your entering  into or  continuing  with the Debt Purchase
Agreements  or  hereafter  approving  any Debt  notified to you by either of the
Companies:

1. I unconditionally undertake with you that whilst I am a director of either of
the  Companies  I will not do  anything  by way of fraud,  negligence  or wilful
default which will cause either of the Companies to be in breach of the relevant
obligations.  2. In countersigning  this document Elcom International Inc. of 10
Oceana  Way,  Norwood,  Massachusetts  MA02062,  USA  (Nasdaq:  ELCO)  agrees to
indemnify you against all losses, costs, claims and demands which you may suffer
or incur in consequence  of a breach by Peter Alan Rendall of the  confirmations
and undertakings given by him in this document.






                                             continued.....................


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-2-



The confirmations,  undertakings and indemnities given in this document will not
be affected by any variation to the Debt Purchase  Agreements,  any  compromise,
any  failure to enforce  remedies,  any release or any  indulgence  in each case
whether in respect of either of the Companies,  any Debtor,  or any other person
who may give or have given you any  guarantee  indemnity  or warranty for any of
the obligations of either Company to you.

Date: 1st March 2001

Name in full of the person giving this undertaking and residential address:

Peter Alan Rendall
30 Country Road
Westford
Massachusetts 01886
USA


Status with Companies:  DIRECTOR

Signature:                                   /s/ Peter Rendall


Witness' Signature:                          /s/ Linda Brown-Sonnenberg

Witness Full Name:                           Linda Brown-Sonnenberg

Address:                                     135 South Washington Street
                                             Norton, MA  02166

Occupation:                                  Executive Assistant

Date:                                        7th February 2001


/s/ Robert J. Crowell, Chairman & Chief Executive Officer
Authorised Signatory
For and on behalf of
ELCOM INTERNATIONAL INC.