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                                                                     EXHIBIT 4.1

               FORM OF REPLACEMENT 8% CONVERTIBLE PROMISSORY NOTE

                   REPLACEMENT 8% CONVERTIBLE PROMISSORY NOTE

L___________                                                 DECEMBER ____, 2005

FOR VALUE RECEIVED, the adequacy of which is hereby acknowledged, the
undersigned, ELCOM INTERNATIONAL, INC., a Delaware corporation, whose principal
address is 10 Oceana Way, Norwood, Massachusetts 02062 ("Maker"), promises to
pay to Chase Nominees Limited, whose principal address is P.O. Box 18171, 125
London Wall, London, EC2Y 5AJ, U.K. ("Payee"), the entire aggregate principal
amount _______________________________ Thousand Pounds Sterling (L____________),
pursuant to the terms and conditions contained herein, together with interest
thereon at the rate hereinafter provided, all in accordance with the following
terms and conditions. This Note is issued as a replacement of the promissory
note originally issued with respect to the advance made on _________________,
2005, which original convertible promissory note is hereby rendered null and
void.

Whereas, the Payee has already advanced the Maker _______________Thousand Pounds
Sterling (L____________), pursuant to an 8% convertible promissory note dated
________, 2005; and

Whereas, the Payee wishes to correctly state certain details with respect to the
Payee.

NOW THEREFORE IT IS AGREED:

     1. Principal and Interest. The principal amount of this Note and all
interest accrued thereon shall be due and payable upon written demand by Payee
in one installment within five business days after Maker notifies Payee that it
has adequate funds to repay this note (the "Maturity Date"). Interest on the
principal amount of this Note shall accrue at the rate of Eight Percent (8.0%)
per annum commencing as of the date of advances and continuing until all
principal and accrued interest owing under this Note is paid in full. Interest
shall be calculated upon a year of 360 days for the actual number of days
elapsed.

     2. Payment. In the event this Note is not converted pursuant to Section 3,
all principal and all accrued interest due hereunder shall be payable on the
Maturity Date in sterling (or by Maker's check payable in such money) to Payee
in person or at Payee's address (as given above) or at such other place as Payee
or any other holder of this Note may designate in writing to Maker.
Alternatively, Payee may designate a bank account into which Maker shall wire
transfer payments of principal and interest. To the extent payment becomes due
and payable under this Note on a day which is not a business day, such payment
is and shall be due and payable on the next succeeding business day.

     3. Optional Conversion.

          (a) Optional Conversion. The outstanding principal on this Note and
all interest accrued thereon may, be converted at the option of the Payee into
shares of common stock, par value $.01 per share ("Common Stock"), at the same
per share purchase price of the Common Stock in the AIM Financing (as defined
below). For clarity, upon conversion of this Note pursuant to this subsection
3(a), this Note shall be converted into that number of shares of Common Stock
equal to the quotient obtained by dividing (i) the sum of the outstanding
principal on this Note and all accrued interest by (ii) the per share purchase
price of the Common Stock sold in the AIM Financing. The term "AIM Financing" as
used herein shall refer to the sale by Maker of Common Stock in a single
transaction or a series of related transactions, to non-U.S. persons outside the
U.S. pursuant to Regulation S promulgated under the Securities Act of 1933, as
amended (the "Securities Act").

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          (b) Fractional Shares. Maker shall not be required to issue fractional
shares of Common Stock upon the conversion of this Note. If Payee would be
entitled, upon the exercise of any rights evidenced hereby, to receive a
fractional interest in a share of Common Stock, in lieu thereof Payee shall be
entitled to receive from Maker an amount in cash equal to that portion
attributable to such fractional share.

          (c) Other Matters. Maker covenants that the shares of AIM Financing
Securities issued upon the conversion of this Note will (i) when issued upon
such conversion, be validly issued, fully paid and non-assessable and (ii) be
issued in reliance upon the exemption from the registration and prospectus
delivery requirements provided by Regulation S promulgated under the Securities
Act.

     4. Representations and Warranties of Maker. Maker hereby represents and
warrants that: (a) Maker is duly organized, validly existing and in good
standing under the laws of the state of Delaware; (b) the execution, delivery
and performance of this Note by Maker have been duly authorized by all necessary
action, corporate or otherwise, of Maker and are not in contravention of any of
its Certificate of Incorporation, Bylaws or any agreements to which it is a
party or by which any of its property is bound; and (c) this Note is the legal,
valid and binding obligation of Maker, enforceable against Maker in accordance
with its terms.

     5. Representations and Warranties of Payee. Payee hereby represent and
warrants that: (a) it is not a U.S. person; (b) will resell shares of Common
Stock only in accordance with Regulation S, pursuant to registration or an
exemption therefrom; (c) will comply with any applicable rules and regulations
of AIM and the US Securities and Exchange Commission and (d) will not engage in
hedging transactions with regard to shares of Common Stock unless in compliance
with the U.S. Securities Acts.

     6. Events of Default. The then-outstanding principal and accrued interest
on this Note shall, at the option of Payee, become due and payable without
notice or demand, upon the happening of any one of the following specified
events:

     (a)  the making of a general assignment for the benefit of creditors by
          Maker;

     (b)  the voluntary filing of any petition or the commencement of any
          proceeding by Maker for any relief under any bankruptcy or insolvency
          laws, or any laws relating to the relief of debtors, readjustment of
          indebtedness, reorganizations, compositions, or extensions; or

     (c)  the involuntary filing of any petition or the commencement of any
          proceeding against Maker for any relief under any bankruptcy or
          insolvency laws, or any laws relating to the relief of debtors,
          readjustment of indebtedness, reorganizations, compositions, or
          extensions, which proceeding is not dismissed within 30 days.

     7. Security. This Note is secured pursuant to that certain Amended and
Restated Collateral Agency and Security Agreement, among the Maker and each of
the Secured Parties named therein, which is incorporated herein by reference as
if fully set forth herein.

     8. Cancellation. After all principal and accrued interest at any time owed
on this Note has been paid in full, this Note shall be surrendered to Maker for
cancellation and will not be reissued.

     9. Expenses of Collection. Maker agrees to pay Payee's reasonable costs in
collecting and enforcing this Note, including reasonable attorney's fees.

     10. Waiver by Payee. No waiver of any obligation of Maker under this Note
shall be effective unless it is in a writing signed by Payee. A waiver by Payee
of any right or remedy under this

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Note on any occasion shall not be a bar to exercise of the same right or remedy
on any subsequent occasion or of any other right or remedy at any time.

     11. Notice. Any notice required or permitted under this Note shall be in
writing and shall be deemed to have been given on the date of delivery, if
personally delivered to the party to whom notice is to be given, or on the fifth
business day after mailing, if mailed to the party to whom notice is to be
given, by certified mail, return receipt requested, postage prepaid, and
addressed as follows:

     if to Maker, at:
     Elcom International, Inc.
     10 Oceana Way
     Norwood, Massachusetts, 02062
     Attn: President

     if to Payee, to
     Chase Nominees Limited
     C/O JPMorganChase
     Lower Ground Floor
     38 Bishops Gate
     London, EC2Y 4AJ

     12. Waiver by Maker. Maker hereby expressly waives presentment, demand, and
protest, notice of demand, dishonor and nonpayment of this Note, and all other
notices or demands of any kind in connection with the delivery, acceptance,
performance, default or enforcement hereof.

     13. Severability. If any one or more of the provisions of this Note shall
for any reason be held to be invalid, illegal or unenforceable, in whole or in
part or in any respect, or if any one or more of the provisions of this Note
operate or would prospectively operate to invalidate this Note, then and in any
such event, such provision(s) only shall be deemed null and void and shall not
affect any other provision of this Note and the remaining provisions of this
Note shall remain operative and in full force and effect and in no way shall be
affected, prejudiced, or disturbed thereby.

     14. Governing Law. This Note shall be governed by and construed in
accordance with the laws of England and the parties submit to the non-exclusive
jurisdiction of the English courts.

     IN WITNESS WHEREOF, Maker has executed this Note as of the date first above
written.

                                        ELCOM INTERNATIONAL, INC.


                                        ----------------------------------------
                                        By: Robert J. Crowell
                                        Its: Chairman and Chief Executive
                                             Officer