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EXHIBIT 10.49

CONSULTANT AGREEMENT

THIS AGREEMENT is made and entered on the date of execution of this agreement,
by and between James R. Henderson, referred to as Consultant, and ECC
International Corp., hereinafter referred to as Client.

WHEREAS, James R. Henderson is employed and compensated by Steel Partners, Ltd., of
which Warren Lichtenstein is a director, sole executive officer and significant
shareholder;

WHEREAS, Warren Lichtenstein is the managing member of the general partner of
Steel Partners II, L.P., a 30% shareholder of ECC International Corp.

WHEREAS, Consultant intends to be engaged as the Interim Chief Executive
Officer (Interim CEO) for and on behalf of Client upon the terms, covenants,
and conditions set forth below; and

WHEREAS, Client deems it appropriate and in the best interests of Client to
engage Consultant as the Interim CEO for and on behalf of Client upon the
terms, covenants, and conditions set forth below.

NOW, THEREFORE, for and in consideration of the mutual promises and agreements
hereinafter set forth and other good and valuable consideration, the receipt of
which is hereby acknowledged;

IT IS AGREED as follows:

|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. |  | Client does hereby retain the services of Consultant for the purpose of
the above-mentioned beginning on the 1st day of July 2002, to the extent
Client identifies the administration required by Consultant and Consultant
does hereby accept and agree to provide those services to Client.                                                                                                                                                                                                            
|  
|2. |  | Consultant will perform under this contract solely as an independent
Consultant and not as an employee or agent of Client. Consultant
understands that he will not be entitled to employee benefits or bonus
programs set forth by the client or its Board of Directors. However, if
deemed appropriate, the Board of Directors has the right to grant a
monetary or stock option bonus in recognition of Consultants achievements
and/or outstanding performance during the duration of this agreement.
|  
|3. |  | Consultant agrees that he will at all times faithfully, industriously,
and to the best of his ability, experience, and talents, perform all of
the duties that may be required of him by Client and that the reasonable
satisfaction of Client is the sole measure of the acceptability of
performance.                                                                                                                                                                                                  

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|    |  |                                                                                                                                                                                                                                                                                                                                                            
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.  |  | Client agrees that he will provide Consultant with relevant information
and resources that may be required by Consultant.                                                                                                                                                                                                                                  
|   
|5.  |  | Client will pay Consultant on a monthly basis, at the rate of $20,000 per
month, for hours worked during said monthly period plus necessary and
approved travel expenses. These payments will be made through a corporate
check or money order delivered on the 15th day of the month for the
preceding calendar month and made out to Steel Partners, Ltd.
|   
|6.  |  | Either Consultant or Client may terminate this contract, for cause or
without cause, by submitting a termination letter, Consultant to Client or
Client to Consultant, not later than one (1) month prior to the desired
termination date. Said termination letter will explicitly state the
desired termination date.                                     
|   
|7.  |  | Client has no other monetary obligations to Consultant beyond payment of
the $20,000 monthly rate plus necessary and approved travel expenses
cited in paragraph 5 above.                                                                                                                                                                                  
|   
|8.  |  | Client will provide a stable, clean, and professional working environment
for the performance of Consultants services.                                                                                                                                                                                                                                    
|   
|9.  |  | Client will provide adequate housing and transportation for the
Consultant during the duration of this agreement.                                                                                                                                                                                                                                          
|   
|10. |  | Consultant agrees to protect Clients confidential information to which
Consultant may have or gain access during the life of this contract
pursuant to the Nondisclosure Agreement attached.                                                                                                                                                              
|   
|11. |  | Client agrees not to disclose the terms and conditions of this contract
to any other Consultants or client customers. These terms and conditions
are confidential and have been designed to facilitate special services to
Client.                                                                                                                         
|   
|12. |  | The duration of this contract for services provided to the Client begins
on the 1st day of July 2002 and ends on an undetermined date in the
future.                                                                                                                                                                                                       
|   
|13. |  | The terms and conditions of this contract shall be governed by and
construed in accordance with the laws of the State of Florida and Florida
courts shall have exclusive jurisdiction and venue over any dispute
arising out of or relating to this contract.                                                                                              

|                                        |  |                                        
|--------------------------------------- |  | ---------------------------------------
|For: CLIENT                             |  | For: CONSULTANT                        
|                                       
|                                       
|                                       
|/s/ Merrill A. McPeak                   |  | /s/ James R. Henderson                 
|                                        |  |                                        
|Merrill A. McPeak
Chairman of the Board |  | James R. Henderson
Steel Partners, Ltd.
|                                       
|                                       
|                                       
|July 1, 2002                            |  | July 1, 2002                           
|                                        |  |                                        
|Date                                    |  | Date                                   

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