Exhibit 10.37

                 Amendment and Waiver under Employment Agreement
                   and Executive Profit Performance Bonus Plan
                             for Laurence F. Mulhern


         This  Amendment  and Waiver is made and  effective as of the 1st day of
October,  1999 by and between Elcom International,  Inc., a Delaware corporation
("Elcom" or the "Company"),  and Laurence F. Mulhern,  currently  residing at 16
Warren Street, Upton, Massachusetts (the "Executive").

                              W I T N E S S E T H:

         WHEREAS, under the currently effective Employment Agreement between the
Company  and the  Executive  (the  "Agreement"),  the  Executive  is entitled to
certain participation rights in the Executive Profit Performance Bonus Plan (the
"Plan"); and

         WHEREAS, the Executive has tendered his resignation from the employment
of the Company  which the parties have agreed shall be effective as of March 31,
2000; and

         WHEREAS,  the  Company  has  promised  to pay to  Executive a severance
benefit  equal to $100,000 in April  2001,  in addition to any other  amounts to
which the Executive may be entitled; and

         WHEREAS, in consideration for such promise to pay additional  severance
benefits,  Executive has agreed to waive his rights to  participate  in the Plan
for any fiscal year beginning on or after January 1, 2000 on the terms set forth
herein;

         NOW THEREFORE,  in  consideration  of the mutual promises and covenants
contained  herein,  and other good and valuable  consideration,  the receipt and
adequacy of which is hereby acknowledged, the Company and the Executive mutually
agree as follows:

     1.   Waiver.  The  Executive  hereby  waives and  relinquishes  any and all
          rights and  entitlements,  whether  under the  Agreement,  the Plan or
          otherwise to receive any payments  amounts  under or in respect of the
          Plan with  respect to any  period  commencing  on or after  January 1,
          2000. Notwithstanding the foregoing, if, but only if, the Compensation
          Committee of the Board of Directors of the Company  determines to make
          a  discretionary  bonus  payment to Robert J. Crowell and James Rousou
          under the Plan or  otherwise  with  respect to  substantially  similar
          criteria as  established  for the Plan with  respect to the  Company's
          fiscal  year  2000,  then the  Company  shall  make a  payment  to the
          Executive that is equal to the amount  Executive  otherwise would have
          received  under the Plan  were it not for


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          this Waiver and Amendment  (i.e.  17.5% of the  applicable  bonus
          pool),  minus $100,000  (reflecting the severance benefit  hereinabove
          referenced).

     2.   This  Amendment  and  Waiver  shall  constitute  an  amendment  of the
          Agreement and the Plan and shall be binding on the parties hereto.

         IN WITNESS  WHEREOF,  the undersigned  have hereunto  subscribed  their
names as of the date first above written.

                                        Elcom International, Inc.

                                        By:  /s/ Robert J. Crowell
                                        Its: Chairman & CEO




                                        /s/ Laurence F. Mulhern
                                        Laurence F. Mulhern