<PAGE>
                                                                    EXHIBIT 10.1

         Form of Subscription Agreement, as Amended, and Accepted by the

                          Company on December 20, 2005

                            ELCOM INTERNATIONAL, INC.
                                  10 Oceana Way
                                     Norwood
                               Massachusetts 02062

______________________
______________________
______________________
______________________

                                                                30 November 2005

Dear Sirs

SUBSCRIPTION OF _______ NEW COMMON SHARES OF $0.01 EACH ("SHARES") IN ELCOM
INTERNATIONAL, INC. AT 1.5P PER SHARE (THE "SUBSCRIPTION")

1    SUBSCRIPTION

1.1  In reliance upon the warranties, representations and covenants set forth in
     paragraphs below, you have applied for the allotment and issue to you under
     regulation S ("Regulation S") of the United States Securities Act of 1933,
     as amended (the "US Securities Act") of _______ Shares (the "Subscription
     Shares") in Elcom International, Inc. ("Elcom" or the "Company") at a price
     of 1.5p per Subscription Share (the "Subscription Price") on and subject to
     the terms set out in this letter.

1.2  The subscription for the Subscription Shares by you shall be made
     conditional upon the admission ("Admission") of such shares to AIM, a
     market operated by London Stock Exchange plc ("AIM"), becoming effective in
     accordance with the rules for AIM ("AIM Rules") published by London Stock
     Exchange.

1.3  The Subscription Shares will be issued credited as fully paid subject to
     the terms and conditions of the certificate of incorporation and by-laws of
     Elcom and the terms of this letter and on issue will rank pari passu in all
     respects with the existing issued shares of common stock in the capital of
     the Company.

1.4  You represent and warrant to us that in agreeing to subscribe for the
     Subscription Shares you have relied only on publicly available information
     relating to Elcom and that you have not relied on any warranty or
     representation made by Elcom, or any of its directors, employees, agents or
     advisers save for any given in this letter.

1.5  Application will be made no later than 30 November 2005 for the
     Subscription Shares to be admitted to AIM. It is expected that Admission
     will become effective on 1 December 2005.

1.6  You agree that, without us having any liability to you (other than, in
     relation to Smith & Williamson Investment Management Limited ("SWIM"), in
     respect of payment of SWIM's costs and expenses pursuant to paragraph 7
     below), we may, in our absolute discretion, exercise the right to terminate
     the Subscription without consulting you. If Admission has not become
     effective on or before 8.00 a.m. on 21 December 2005 your rights and
     obligations hereunder will cease and determine at such time, and any moneys
     transferred to SWIM pursuant to paragraph 3.1 in respect of the
     Subscription will be returned to you, without interest, and no claims may
     be made against us in respect thereof following receipt by you of such
     monies in cleared funds.

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1.7  In sending this subscription letter we are relying on your being either an
     "investment professional" within the meaning of Article 19(5) of the
     Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or
     a company of a kind described in Article 49(2) of that Order or a person to
     whom this subscription letter may otherwise be sent lawfully without
     infringing the general restriction set out in section 21 of the Financial
     Services and Markets Act 2000 ("FSMA"). It is further sent on the
     understanding that you acknowledge for the purposes of FSMA that past
     performance is not a guide to future performance.

2    CONFIRMATIONS

2.1  You confirm, represent, warrant and undertake with Elcom:

     2.1.1 to subscribe for the Subscription Shares on the terms of this letter
          and to pay the Subscription Price (which, in relation to SWIM, as to
          L_____ shall be satisfied by the full and final release of the payment
          obligations of Elcom to SWIM under the various loans and advances,
          together with interest on the same, made by SWIM to Elcom);

     2.1.2 that save as expressly provided in this letter, your obligations are
          irrevocable and shall not be capable of rescission or termination by
          you in any circumstances;

     2.1.3 that you are not resident in Canada, Japan or Australia or a US
          person (within the meaning of Regulation S) and are not acting for the
          account or benefit of a US person (other than a distributor);

     2.1.4 that you are entitled to subscribe for the Subscription Shares under
          the laws of the United Kingdom which apply to you and that you have
          fully observed such laws and complied with all necessary formalities;

     2.1.5 that you are either an "investment professional" within the meaning
          of Article 19(5) of the Financial Services and Markets Act 2000
          (Financial Promotion) Order 2005 or a company of a kind described in
          Article 49(2) of that Order or a person to whom this subscription
          letter may otherwise be sent lawfully without infringing the general
          restriction in section 21 of FSMA and either you will acquire, manage
          or dispose of the Subscription Shares (as principal or agent) for the
          purposes of your business and that you are purchasing under the
          exemption provided by Regulation S;

     2.1.6 that the Subscription Shares will not for a period of one year after
          Admission be offered, resold, pledged or otherwise transferred by you
          (a "relevant transaction") except: (i) in an offshore transaction
          meeting the requirements of Rule 903 or Rule 904 of Regulation S, (ii)
          pursuant to an effective registration statement under the US
          Securities Act, or (iii) if the registration requirements of the US
          Securities Act would otherwise apply to the relevant transaction,
          pursuant to a relevant exemption from that Act and otherwise in
          accordance with all applicable securities laws of the states of the
          United States;

     2.1.7 that you will notify any purchaser of the Subscription Shares from
          you of the resale restrictions referred to in paragraph 2.1.6 above,
          if then applicable;

     2.1.8 that, in any proposed transfer of Subscription Shares by you (other
          than pursuant to an effective registration statement), you acknowledge
          that the transferee of the Subscription Shares may if so required in
          order to ensure compliance with the US Securities Act, be obliged to
          provide certifications and other documentation relating to the non-US
          person status of such


                                                                               2

<PAGE>

          transferee and such other agreement and documentation as may be
          reasonably required by the Company or its transfer agent;

     2.1.9 that you acknowledge that the Subscription Shares will bear a
          restrictive legend, unless the Company determines otherwise in
          compliance with applicable US law; and

     2.1.10 that you are not otherwise resident in any other territory in which
          it is unlawful to make an offer to subscribe for Subscription Shares
          or to reply to this letter.

2.2  You further represent, warrant and undertake to Elcom and acknowledge that:

     2.2.1 you are aware of, and have complied with, any obligations you have
          under the Criminal Justice Act 1993 and section 118 of FSMA, to the
          extent applicable to you in relation to the Company and the
          Subscription Shares;

     2.2.2 you will be acquiring the Subscription Shares for your own account as
          principal or for a discretionary account or accounts (as to which you
          have the authority to make and do make the statements in this
          subscription letter) for investment purposes only;

     2.2.3 you agree to comply with any applicable rules and regulations of AIM
          and the US securities and exchange commission; and

     2.2.4 this subscription letter and the enclosed form of confirmation is,
          and any contract which may be entered into between you and ourselves
          pursuant hereto shall be, governed by and construed in accordance with
          the laws of England and that you submit to the exclusive jurisdiction
          of the English Courts as regards any claim, dispute or matter arising
          out of or related to this subscription letter or such contract.

3    PAYMENT AND SETTLEMENT

3.1  You will be required to arrange payment of the balance of the Subscription
     Price (not, in the case of SWIM, satisfied by the release of the payment
     obligations of Elcom to SWIM under the loans referred to in paragraph
     2.1.1) for value to the following account of SWIM by no later than the
     close of business on the business day after the date of this letter:

     Bank:       Royal Bank of Scotland plc
     Branch:     London City Office
     Sort Code:  15-10-00
     Account No: 17487046
     A/C name:   Smith & Williamson Investment Management Limited
     Ref:        Elcom

     Subject to Admission becoming effective no later than 8.00am on 21 December
     2005 and delivery by the Company of the documents referred to in paragraph
     3.2, SWIM is authorised by you to pay the monies due on account of the
     Subscription Price for value to the account of Elcom Systems Limited at
     National Westminster Bank plc, Slough branch, sort code 60-19-28, account
     number 80812732 not later than the business day after Admission. If, for
     any reason, Admission has not become effective prior to 8.00am on 5
     December 2005, the Subscription will not be effected and shall be
     terminated and any monies paid in respect of the Subscription Shares will
     be refunded, without interest, in accordance with paragraph 1.6.


                                                                               3

<PAGE>

     For the avoidance of doubt Smith & Williamson Corporate Finance Limited
     which is regulated in the United Kingdom by the Financial Services
     Authority, is acting exclusively as nominated adviser to Elcom for the
     purposes of the AIM Rules to the Company and is not acting for any other
     person in connection with the matters described in this document and will
     not therefore be responsible to any other person for providing the
     protections afforded to customers of Smith & Williamson Corporate Finance
     Limited or advising in connection with the matters described in this
     document.

3.2  There shall be delivered to Eversheds LLP of Senator House, 85 Queen
     Victoria Street, London EC4V 4JL, against payment or satisfaction of the
     Subscription Price, certified copies of the following documents:

     3.2.1 minutes of a meeting of the board of directors of Elcom approving and
          authorising execution of this letter on behalf of the Company and the
          minutes of a meeting of the Board of Directors of the Company
          appointing a committee of the Board "Committee" to authorise and
          approve the form of new service agreements for Messrs Crowell and
          Halnen and the limitation of the number of shares of Common Stock of
          the Company that may be granted to any one person to 800,000 shares of
          common stock of the Company during the period from one Annual Meeting
          of Stockholders to the next Annual Meeting of Stockholders;

     3.2.2 the new service agreements for Messrs Crowell and Halnen referred to
          at paragraph 3.2.1, duly executed by the parties thereto in the agreed
          form;

     3.2.3 the accrued salary payment agreement for Robert J Crowell, duly
          executed by the parties thereto in the agreed form (the "Accrued
          Salary Agreement"); and

     3.2.4 the resolutions by which section 2 of the bye-laws of the Company are
          amended in the agreed form, duly approved and adopted.

3.3  A certificate or certificates in respect of the Subscription Shares issued
     in certificated form for each of the account designations notified by you
     prior to allotment will be delivered to you as soon as practicable after
     Admission.

4    MONEY LAUNDERING

4.1  It is a term of the agreement evidenced by this subscription letter that,
     to ensure compliance with the Money Laundering Regulations 2003, SWIM may,
     in its absolute discretion, require verification of your identity to the
     extent that you have not already provided the same. Pending the provision
     to SWIM of evidence (if so requested) of identity, definitive certificates
     for the Subscription Shares may be retained/delayed at our absolute
     discretion. If within a reasonable time after a request for verification of
     identity SWIM have not received satisfactory evidence, we may, in our
     absolute discretion terminate your commitment in which event the monies
     payable on acceptance of the allotment will, if paid, be returned without
     interest to the account of the drawee bank from which they were originally
     debited.

5    REPRESENTATIONS OF ELCOM

In consideration of the subscription for the Subscription Shares by you, the
Company represents, warrants and undertakes with you in the terms set forth
below:


                                                                               4

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5.1  the Company is a corporation duly organized, validly existing and in good
     standing under the laws of the State of Delaware and has all requisite
     corporate power and authority to carry on its business as presently
     conducted and as proposed to be conducted;

5.2  the authorised capital of the Company, as increased by the Annual General
     Meeting of the Company held on 29 June 2005, consists currently (and will
     consist immediately prior to Admission) of 500 million Shares 61,812,569 of
     which are (and will be immediately prior to Admission) issued and
     outstanding. All of the outstanding Shares have been duly authorised, are
     fully paid and non-assessable and were issued in compliance with all
     applicable federal and state securities laws. The Company holds 530,709
     Shares in treasury;

5.3  all corporate actions to be taken by the Company's Board of Directors in
     order to authorise the Company to execute this subscription letter and the
     service agreements and accrued salary agreement referred to at paragraph
     3.2 above have been validly taken. Each of Robert J. Crowell, John Halnen
     and William Smith have all necessary authority and power to take whatever
     actions are necessary to approve and execute any documents associated with
     the Admission. Robert J. Crowell, William W. Smith and John E. Halnen each
     hold valid and binding powers of attorney for each other in regards to
     matters necessary to complete the Admission;

5.4  Messrs. Crowell and Smith, as of this date, have each loaned the Company
     $120,000 and the interest rates on these loans are 8%. The loans are
     secured. Mr. Crowell's $120,000 loan plus accrued interest (which shall
     cease to accrue from the date of Admission) will be repaid by the Company
     following Admission. Mr. Smith's loan of $120,000 plus accrued interest
     (which shall cease to accrue from the date of Admission) will be converted
     to Elcom common shares at a price of not less than the Subscription Price,
     under Regulation D under the U.S Securities Act 1933, as soon as is
     practicable after Admission and, in any event, within 30 days after
     Admission;

5.5  in order to separate the Chairman of the Board function from the Chief
     Executive function, following current corporate governance good practices
     in the U.K. and to provide for a more strategic role for Mr. Crowell, with
     effect from Admission, John Halnen will become the Company's President and
     CEO, reporting to the Board of Directors or a committee thereof, and Mr.
     Crowell will continue as Chairman of the Board of the Company on a one day
     per week commitment or equivalent hours (unless a requirement is approved
     by the Board for more time);

5.6  with effect from Admission, Mr. Halnen and Mr Crowell will enter into their
     new service agreements;

5.7  the audited consolidated financial statements of the Company and its
     subsidiaries for the year ended 31 December 2004 were prepared on a
     historical cost convention in accordance with the requirements of all
     relevant statutes and generally accepted accounting principals and
     practices applicable or prevailing in the United States of America and
     (except as disclosed or stated therein), gave a true and fair view of the
     assets and liabilities of the Company and its subsidiaries at the relevant
     balance sheet date and of their results and profits and changes in cash
     flows for the financial period ended on such date;


                                                                               5

<PAGE>

5.8  all announcements and information published by the Company through a
     Regulatory Information Service (within the meaning of the AIM Rules) or
     filed with the Securities and Exchange Commission ("Commission") since the
     date of publication of the last audited accounts of the Company, were when
     made and remain true and accurate and not misleading and all expressions of
     opinion, intention and expectation contained therein were when made and
     remain fair and honestly held by the Directors and were made on reasonable
     grounds after due and careful inquiry;

5.9  save as disclosed in any announcements or information referred to in
     paragraph 5.7 and 5.8 there has been no material adverse change in the
     Company's financial position, business or prospects since the date of
     publication of the last audited accounts of the Company;

5.10 the limit of 800,000 on the number of Incentive Stock Options that may be
     granted to each employee between Annual General Meetings shall neither be
     removed nor increased nor shall the Accrued Salary Agreement be varied or
     amended without the prior approval of shareholders in general meeting (or
     as required by law);

5.11 the issue of the Subscription Shares pursuant to this letter will not
     exceed or infringe any borrowing limits, powers or restrictions of, or the
     terms of any contract, agreement, security, obligation or commitment or
     arrangement binding upon the Company or any of its properties, revenues or
     assets, or result in the imposition or variation of any rights or
     obligations of or in relation to the Company;

5.12 the Subscription Shares will be issued free of expenses together with all
     rights attaching thereto and free and clear of all liens, charges and
     encumbrances; and

5.13 save insofar as any matters that will be fully rectified by completion of
     your subscription for the Subscription Shares and the receipt of the
     monies, the Company has not taken any action, nor have any other steps been
     taken or legal proceedings started or threatened against the Company for
     its winding-up or dissolution, or for the Company to enter into any
     arrangement or composition for the benefit of creditors, or for the
     appointment of a receiver and/or manager, trustee or similar officer of the
     Company in any jurisdiction or of its interests, properties, revenues or
     assets and no distress, execution or other similar process has been
     commenced or undertaken in respect of the Company in any jurisdiction.

6.   DEMAND REGISTRATION

6.1  If the Company shall receive at any time after the expiry of six months
     after Admission, a written request from a holder of any Registrable Shares
     (as defined below) that the Company file a registration statement under the
     U.S. Securities Act covering the registration of at least twenty-five
     percent (25%) of the Registrable Shares (as defined below) then outstanding
     (a "Demand Registration"), then the Company shall, subject to the
     limitations of paragraph 6.2, effect as soon as reasonably practicable the
     registration under the U.S. Securities Act of all of the Registrable Shares
     which such shareholder requests to be registered. For purposes of this
     paragraph 6, "Registrable Shares" means (i)


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<PAGE>

     the Subscription Shares issued hereunder, (ii) any additional Shares
     acquired by such shareholder, and (iii) any Shares issued as a dividend or
     other distribution with respect to or in exchange for or in replacement of
     the Shares referenced in (i) and (ii) above; provided however, that
     Registrable Shares shall not include any Shares that have been sold to the
     public either pursuant to a registration statement or an exemption from
     registration under the U.S. Securities Act (including Rule 144), that have
     been sold in a private transaction in which the transferor's rights
     hereunder are not assigned or that may then be sold by the shareholder in a
     single transaction pursuant to Rule 144(k).

6.2  If the Company determines in good faith that the Company has insufficient
     capital to affect a Demand Registration or, based upon the advice of
     counsel, that the use of a Demand Registration would result in a disclosure
     of information that would materially and adversely affect any proposed or
     pending material acquisition, merger, business combination or other
     material transaction involving the Company and that such disclosure is not
     in the best interests of the Company and its stockholders, the Company
     shall have the right (i) to postpone (or, if necessary or advisable,
     withdraw) the filing, or delay the effectiveness, of a registration
     statement relating to the Demand Registration (the "Registration
     Statement"), (ii) to fail to keep such Registration Statement continuously
     effective and (iii) not to amend or supplement the Registration Statement
     or included prospectus after the effectiveness of the Registration
     Statement; provided that the actions under (i), (ii), or (iii) shall not
     exceed 90 days. The Company shall advise you of any such determination as
     promptly as practicable.

6.3  The Company may include in any registration requested pursuant to paragraph
     6.1 hereof other securities for sale for its own account or for the account
     of another person, provided that such inclusion shall not affect the number
     or price of Registrable Shares that can be sold in the related offering. In
     addition, the Company shall have the right to register any other shares it
     deems necessary, for example, shares underlying stock options. If at
     anytime the Company proposes to file a registration statement under the
     U.S. Securities Act with respect to a public offering of its common stock
     for its own account (other than a registration statement (i) on Form S-8 or
     any successor form thereto, (ii) filed solely in connection with a dividend
     reinvestment plan or employee benefit plan covering officers or directors
     of the Company or (iii) on Form S-4 or any successor form thereto in
     connection with a merger, acquisition, exchange offer or similar
     transaction) or for the account of any other holder of common stock of the
     Company, then the Company shall provide you written notice of such proposed
     offering at least 30 days before the anticipated filing date and shall
     register for resale all or any portion of your Registrable Shares as you so
     desire, on the same terms and conditions as the offering by the Company or
     other stockholder (a "Piggyback Registration"); provided that the Company
     shall have the right to postpone or withdraw any registration effected
     pursuant to this Section 6.3 without obligation to you. If the registration
     for which the Company gives notice pursuant to this Section 6.3 is a
     registered public offering involving an underwriting, (x) your right to
     include Registrable Shares in such registration pursuant to this Section
     6.3 shall be conditioned upon your participation in such underwriting on
     the terms set forth herein and (y) you and all other shareholders including
     Registrable Shares in such registration shall enter into an underwriting
     agreement upon customary terms with the underwriter or underwriters
     selected for the underwriting by the Company. If any shareholder who has
     requested inclusion of its Registrable Shares in such registration as
     provided above disapproves of the terms of the underwriting, such person
     may elect, by written notice to the Company, to withdraw its shares from
     such registration statement and underwriting. If the managing underwriter
     advises the Company in writing


                                                                               7

<PAGE>

     that marketing factors require a limitation on the number of shares to be
     underwritten, the shares held by you and other such shareholders shall be
     excluded from such registration statement and underwriting to the extent
     deemed advisable by the managing underwriter.

6.4  Any request for a Demand or Piggyback Registration under this paragraph 6,
     may be withdrawn without such Registration being deemed to have been
     effected (and, therefore, requested) for purposes of this paragraph 6, (i)
     prior to the time the Registration Statement in respect of such Demand
     Registration or Piggyback Registration has been declared effective, (ii)
     upon the issuance by a governmental agency or the Commission of a stop
     order, injunction or other order which interferes with such Demand
     Registration or Piggyback Registration or (iii) upon the Company availing
     itself of paragraph 6.2 hereof. Notwithstanding the foregoing, a Demand
     Registration requested by such holders of Registrable Shares shall be
     deemed to have been effected (and, therefore, requested) for purposes of
     paragraph 6 hereof if the holders of Registrable Shares withdraw any Demand
     Registration request pursuant to paragraph 6.1 hereof after the Commission
     filing fee is paid in full with respect to all Registrable Shares requested
     to be registered.

6.5  The Company is obligated to effect only two Demand Registrations pursuant
     to this Section 6. You shall be entitled to an unlimited number of
     Piggyback Registrations.

6.6  The Company shall bear the expenses related to the performance of its
     obligations under this paragraph 6. Each holder of Registrable Shares shall
     bear its pro rata portion of underwriters' discounts, each holder's
     individual legal costs and commissions and transfer taxes, if any, relating
     to the Registrable Shares.

6.7  In the event the Registrable Securities are included in a registration
     statement pursuant to this Section 6, to the extent permitted by law, the
     Company will indemnify and hold harmless you, and each of your affiliates,
     directors, officers, or partners against any losses, claims, damages,
     liabilities, judgments, costs (including costs of investigation and
     reasonable attorneys' fees) and expenses ("Losses") incurred, arising out
     of or based upon (i) any untrue or alleged untrue statement of a material
     fact contained in the registration statement (including in any prospectus
     contained therein), (ii) any omission or alleged omission to therein a
     material fact required to be stated therein, or necessary to make the
     statements therein not misleading, or (iii) any violation or alleged
     violation by the Company of the U.S. Securities Act of 1933 or the U.S.
     Securities Exchange Act of 1934, or any rule or regulation promulgated
     thereunder; provided, however, the Company shall not be liable to the
     extent that any such Losses arises out of or based upon untrue statements,
     omissions or violations resulting from information provided in writing to
     the Company by you expressly for use in any such registration statement.

7.   The reasonable costs and expenses incurred by SWIM in relation to its
     subscription for the Subscription Shares, including its legal costs shall
     be borne by the Company and SWIM is authorised in that connection to deduct
     such costs and expenses out of the subscription monies, which are to be
     transmitted to SWIM's account pursuant to paragraph 3.1, in the amount
     notified and approved by us prior to Admission. To the extent not otherwise
     deducted as aforesaid, such costs and expenses shall in any event be
     payable in full within seven days of written demand.


                                                                               8

<PAGE>

Yours faithfully

for and or behalf of
ELCOM INTERNATIONAL, INC.

Accepted on December 20, 2005


                                                                               9

<PAGE>

                            ELCOM INTERNATIONAL, INC.
                                  10 Oceana Way
                                     Norwood
                               Massachusetts 02062


______________________
______________________
______________________
______________________

                                                              ____ December 2005

Dear Sirs

SIDE LETTER PURSUANT TO A SUBSCRIPTION LETTER (THE "SWIM SUBSCRIPTION LETTER")
DATED 30 NOVEMBER 2005 RELATING TO THE SUBSCRIPTION OF NEW COMMON SHARES OF
$0.01 EACH ("SHARES") IN ELCOM INTERNATIONAL, INC. ("ELCOM") AT 1.5P PER SHARE
(THE "SUBSCRIPTION")

1    All terms defined in the SWIM Subscription Letter shall have the same
     meaning in this letter unless the context otherwise require.

2    In relation to the Subscription pursuant to the SWIM Subscription Letter,
     SWIM and Elcom agree that an additional L1,400.07 of the Subscription Price
     payable by SWIM to Elcom shall (when taken together with the sum set out in
     paragraph 2.1.1 of the SWIM Subscription Letter) be satisfied by the full
     and final release of the payment obligations of Elcom to SWIM (or any
     related fund or entity) under certain loans and advances made by SWIM to
     Elcom (or any related fund or entity), as evidenced by the promissory notes
     issued by Elcom in relation to the same.

3    Immediately upon receipt by Elcom of the Subscription monies, Elcom shall
     repay to SWIM L230,000 plus accrued interest, in repayment of certain
     outstanding loans made by SWIM (or any related fund or entity) to Elcom, as
     evidenced by the promissory notes issued by Elcom in relation to the same,.
     Immediately upon receipt of such monies by SWIM, all promissory notes
     (including the promissory notes repaid and cancelled pursuant to paragraph
     2 above) issued by Elcom to SWIM (or any related fund or entity) shall be
     deemed repaid and cancelled and SWIM shall, as soon as reasonably
     practicable thereafter, return (or procure the return of) each such repaid
     and cancelled promissory note to Elcom.

4    This letter shall be governed by English law under the exclusive
     jurisdiction of the English courts.

Yours faithfully


-------------------------------------

for and or behalf of
ELCOM INTERNATIONAL, INC.

Accepted on December 20, 2005

Acknowledged and agreed by:


-------------------------------------
for and or behalf of

-------------------------------------

Dated:      December 2005
       ----


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<PAGE>

                              FORM OF CONFIRMATION

To:

The Directors
Elcom International, Inc.
10 Oceana Way
Norwood
Massachusetts 02062

Dear Sirs

SUBSCRIPTION OF _______ NEW COMMON SHARES OF $0.01 EACH IN ELCOM INTERNATIONAL,
INC. AT 1.5P PER SHARE (THE "SUBSCRIPTION SHARES")

We hereby irrevocably undertake and agree to subscribe for the Subscription
Shares on the terms and conditions set out in your letter of [_______] November
2005 (the "Subscription Letter") the terms and conditions of which, and the
defined terms used therein, are, by reference, incorporated into this form of
confirmation.

In particular (but without limitation) we confirm that in agreeing to subscribe
for the Subscription Shares we have relied only on publicly available
information relating to Elcom and that we have not relied on any warranty or
representation made by Elcom, or any of its directors, employees, agents or
advisers save for any given in the Subscription Letter. We confirm that in
applying for the Subscription Shares we are able to give the confirmations,
undertakings, representations and warranties set out in the Subscription Letter.
We also confirm that we have obtained all necessary consents to enable us to
subscribe for the Subscription Shares and to perform our obligations specified
in the Subscription Letter. We confirm that we will provide you with such
information as you may require in order to comply with your obligations under
the Money Laundering Regulations 2003.

Yours faithfully


-------------------------------------
for and or behalf of

Dated:                   2005
       -----------------

The registration details for the Subscription Shares are set out below:

Registered name: _______________________________________________________________

Registered address: ____________________________________________________________

                    ____________________________________________________________


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