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                                                                    Exhibit 10.8

               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


         THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Rights
Agreement"), entered into as of April 7, 2000, between Cripple Creek Securities,
LLC, a New York limited liability company (the "Investor"), and Elcom
International, Inc., a Delaware corporation (the "Company").

                              W I T N E S S E T H:

         WHEREAS, pursuant to that certain Amended and Restated Structured
Equity Line Flexible Financing Agreement by and between the Company and the
Investor dated April 7, 2000 (the "Agreement"), the parties desire that, upon
the terms and subject to the conditions contained herein, the Company may elect
to issue to the Investor, and, at the Company's option, the Investor shall
purchase from the Company, from time to time as provided in the Agreement,
shares of the Company's common stock (the "Common Stock"), par value $.01 per
share, for a maximum aggregate purchase price of $50,000,000;

         WHEREAS, the Company has agreed to issue to the Investor warrants (the
"Warrants") to purchase up to an aggregate of 750,000 shares of Common Stock
(the "Shares") at prices determined pursuant to the Agreement upon the
occurrence, if any, of certain circumstances set forth in the Agreement;

         WHEREAS, pursuant to the terms of and in partial consideration for, the
Investor's commitment to enter into the Agreement, the Company has agreed to
provide the Investor with certain registration rights with respect to the Shares
as set forth in this Rights Agreement;

         WHEREAS, the parties previously entered into that certain Registration
Rights Agreement dated as of December 30, 1999 ("Original Rights Agreement");

         WHEREAS, the parties now deem it necessary and desirable to make
certain changes and modifications to the Original Rights Agreement as set forth
below; and

         WHEREAS, the parties desire that the Original Rights Agreement shall no
longer have any force and effect, and instead shall in its entirety be replaced
with and restated by this Rights Agreement;


         NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in the
Agreement, the Warrants and this Rights Agreement and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, intended to be legally bound hereby, the Company and the Investor
agree as follows:

          1.   CERTAIN DEFINITIONS. Capitalized terms used in this Rights
Agreement and not otherwise defined herein shall have the same meaning ascribed
to them in the Agreement. The following terms shall have the following
respective meanings:

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         "COMMISSION" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.

         "INVESTOR" shall include the Investor and any permitted assignee or
transferee of the rights under the Agreement and the Warrants to whom the
registration rights conferred by this Rights Agreement have been transferred in
compliance with Section 9 of this Rights Agreement.

         The terms "REGISTER," "REGISTERED" and "REGISTRATION" shall refer to a
registration effected by preparing and filing an appropriate registration
statement in compliance with the Securities Act and applicable rules and
regulations thereunder, and the declaration or ordering of the effectiveness of
such registration statement.

         "REGISTRATION EXPENSES" shall mean, subject to Section 11.2 of the
Agreement, all expenses to be incurred by the Company in connection with
Investor's exercise of its registration rights under this Rights Agreement,
including, without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel for the Company, blue sky fees and
expenses, reasonable fees and disbursements of counsel to Investor for a "due
diligence" examination of the Company and review of the Registration Statement
(as defined below), and the expense of any special audits incident to or
required employees of the Company, which shall be paid in any event by the
Company); provided, however, that in no event shall the aggregate amount paid by
the Company under this Rights Agreement and under the Agreement exceed the
limitations, to the extent applicable, set forth in Section 11.2 of the
Agreement.

         "REGISTRABLE SECURITIES" shall mean any Shares or other securities
issued or issuable to the Investor or any holder or transferee upon the exercise
of the Warrants until (i) a registration statement under the Securities Act
covering the offering of such Shares has been declared effective by the
Commission and such Shares have been disposed of pursuant to such effective
registration statement, (ii) such Shares are sold under circumstances in which
all of the applicable conditions of Rule 144 (or any similar provision then in
force) under the Securities Act ("Rule 144") are met, (iii) such Shares have
been otherwise transferred and the Company has delivered a new certificate or
other evidence of ownership for such securities not bearing a restrictive
legend, or (iv) such time as, in the opinion of counsel to the Company, which
counsel shall be acceptable to the Investor in its reasonable discretion, all
such Shares may be sold without any time, volume or manner limitation pursuant
to Rule 144(k) (or any similar provision then in effect) under the Securities
Act.

         2.    REGISTRATION REQUIREMENTS. The Company shall use its reasonable
best efforts to effect the registration of the Registrable Securities
contemplated by the Warrants (including, without limitation, the execution of an
undertaking to file post-effective amendments, appropriate qualification under
applicable blue sky or other state securities laws and appropriate compliance
with applicable regulations issued under the Securities Act) as would permit or
facilitate the sale or distribution of all the Registrable Securities in the
manner (including manner of sale) and in all states reasonably requested by the
warrant holder for purposes of maximizing the proceeds realizable by the
Investor from such sale or distribution. Such reasonable best efforts by the
Company shall include without limitation the following:

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               (a)  Subject to the terms and conditions of this Rights
Agreement, the Company shall file with the Commission no later than thirty (30)
days from the date of the issuance of Warrants pursuant to the Agreement, an
appropriate registration statement under the Securities Act for the registration
of the resale by the Investor of the Registrable Securities (the "Registration
Statement") which Registration Statement shall have been declared effective by
the Commission no later than one hundred twenty (120) days from the filing
thereof. Furthermore, at the time of filing of the Registration Statement, the
Company shall file (i) such blue sky filings as shall have been requested by the
Investor; and (ii) any required filings with the National Association of
Securities Dealers, Inc. or exchange or market where the Shares are traded. The
Company shall use its best efforts to have all filings declared effective as
promptly as practicable.

               (b) (i) If the Company (A) fails to file the Registration
Statement complying with the requirements of this Rights Agreement within the
time periods set forth in Section 2(a) hereof, the Investor shall have, in
addition to and without limiting any other rights it may have at law, in equity
or under the Agreement, or this Rights Agreement (including the right to
specific performance), the right to receive, as liquidated damages, the payments
as provided in subparagraph (ii) of this section.

                   (ii) In the event the Company fails to obtain the
effectiveness of a Registration Statement within the time period set forth in
Section 2(a), the Company shall pay to the Investor an amount equal to (A) $100,
in cash, for each day of the thirty (30) day period following the date by which
such Registration Statement was required to have been declared effective and (B)
$500, in cash, for each day after such first thirty (30) day period. In addition
to the foregoing, in the event the Company fails to maintain the effectiveness
of a Registration Statement (or the use of the underlying prospectus) throughout
the period set forth in Section 5(a), other than suspensions as set forth in
Section 4, the Company shall pay to the Investor an amount equal to $500, in
cash, per day, in which a suspension has occurred.

               (c) The Company shall enter into such customary agreements and
take all such other reasonable actions in connection therewith in order to
expedite or facilitate the disposition of such Registrable Securities.

          3.   REGISTRATION PROCEDURES. The Company will keep the Investor
advised in writing as to the initiation of each registration and as to the
completion thereof. At its expense, the Company will use its reasonable best
efforts to:

               (a) Keep such registration effective for a period of sixty (60)
months, as extended pursuant to Section 4 hereof, or until such shorter period
that will terminate when there are no Registrable Securities outstanding.

               (b) Furnish such number of prospectuses and amendments and
supplements thereto, and other documents incident thereto as the Investor from
time to time may reasonably request.

               (c) Prepare and file with the Commission such amendments and
post-effective amendments to the Registration Statement as may be necessary to
keep such Registration

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Statement effective for the applicable period; cause the related prospectus to
be supplemented by any required prospectus supplement, and as so supplemented to
be filed pursuant to Rule 424 under the Securities Act; and comply with the
provisions of the Securities Act applicable to it with respect to the
disposition of all securities covered by such Registration Statement during the
applicable period in accordance with the intended methods of disposition by the
sellers thereof set forth in such Registration Statement or supplement to such
prospectus;

               (d) Notify the Investor and its counsel (as designated in writing
by the Investor) promptly, and confirm such notice (a "Notice") in writing, (i)
when a prospectus or any prospectus supplement or post-effective amendment has
been filed, and, with respect to the Registration Statement or any
post-effective amendment, when the same has become effective, (ii) of any
request by the Commission for amendments or supplements to the Registration
Statement or related prospectus or for additional information, (iii) of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for that purposes,
(iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification of any of the Registrable Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose, (v) of the happening of any event as a result of which the prospectus
included in the Registration Statement (as then in effect) contains any untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein (in the case of the
prospectus or any preliminary prospectus, in light of the circumstances under
which they were made) not misleading, and (vi) of the Company's reasonable
determination that a post-effective amendment to the Registration Statement
would be appropriate or that there exist circumstances not yet disclosed to the
public which make further sales under such Registration Statement inadvisable
pending such disclosure and post-effective amendment;

               (e) Upon the occurrence of any event contemplated by Section
3(d)(ii)-(vi) and immediately upon the expiration of any Blocking Period (as
defined in Section 4), prepare, if the occurrence of such event or period
requires such preparation, a supplement or post-effective amendment to the
Registration Statement or related prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder,
such prospectus will not contain an untrue statement of a material fact or omit
to state any material fact necessary to make the statements, in light of the
circumstances under which they were made, not misleading;

               (f) Obtain the withdrawal of any order suspending the
effectiveness of the Registration Statement, or the lifting of any suspension of
the qualification of any of the Registrable Securities for sale in any
jurisdiction, at the earliest possible moment;

               (g) Cause all Registrable Securities subject to the Registration
Statement at all times to be registered or qualified for offer and sale under
the securities or blue sky laws of such jurisdictions as any Investor reasonably
requests in writing; use its best efforts to keep each such registration or
qualification effective, including through new filings or amendments or
renewals, during the period the Registration Statement is required to be kept
effective and do any and all other acts or things necessary or advisable to
enable the disposition in such jurisdictions of the Registrable Securities
covered by the Registration Statement; provided, however, that the

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Company will not be required to qualify to do business or take any action that
would subject it to taxation or general service of process in any jurisdiction
where it is not then so qualified or subject;

               (h) Cause the Registrable Securities covered by the Registration
Statement to be registered with or approved by such other governmental agencies
or authorities as may be necessary to enable the seller or sellers thereof to
consummate the disposition of such Registrable Securities in accordance with the
chosen method or methods of distribution; and

               (i) Cause all Registrable Securities included in such
Registration Statement to be listed, by the date of first sale of Registrable
Securities pursuant to such Registration Statement, on the principal securities
exchange or automated interdealer system on which the same type of securities of
the Company are then listed or traded.

          4.   SUSPENSIONS OF EFFECTIVENESS. The Company may suspend
dispositions under the Registration Statement and notify the Investor that it
may not sell the Registrable Securities pursuant to any Registration Statement
or prospectus (a "Blocking Notice") if the Company's management determines in
its good faith judgment that the Company's obligation to ensure that such
Registration Statement and prospectus are current and complete would require the
Company to take actions that might reasonably be expected to have a materially
adverse effect on the Company and its shareholders; provided that such
suspension pursuant to a Blocking Notice or Prospectus Inadequacy Notice (as
defined below) or as a result of the circumstances described in Section
3(d)(ii)-(vi) may not exceed ninety (90) days (whether or not consecutive) in
any twelve (12) month period. The Investor agrees by acquisition of the
Registrable Securities that, upon receipt of a Blocking Notice or "Prospectus
Inadequacy Notice" from the Company of the existence of any fact of the kind
described in the following sentence, the Investor shall not dispose of, sell or
offer for sale the Registrable Securities pursuant to the Registration Statement
until such Investor receives (i) copies of the supplemented or amended
prospectus, or until counsel for the Company shall have determined that such
disclosure is not required due to subsequent events, (ii) notice in writing (the
"Advice") from the Company that the use of the prospectus may be resumed and
(iii) copies of any additional or supplemental filings that are incorporated by
reference in the Prospectus. Pursuant to the immediately preceding sentence, the
Company may provide such Prospectus Inadequacy Notice to the Investor upon the
determination by the Company of the existence of any fact or the happening or
any event that makes any statement of a material fact made in the Registration
Statement, the prospectus, any amendment or supplement thereto, or any document
incorporated by reference therein untrue in any material respect, or that
requires the making of any additions to or changes in the Registration Statement
or the prospectus, in order to make the statements therein not misleading in any
material respect. If so directed by the Company in connection with any such
notice, each Investor will deliver to the Company (at the Company's expense) all
copies, other than permanent file copies then in such Investor's possession, of
the prospectus covering such Registrable Securities that was current immediately
prior to the time of receipt of such notice. In the event the Company shall give
any such Blocking Notice or Prospectus Inadequacy Notice, the time regarding the
effectiveness of such Registration Statement set forth in Section 5(a) shall be
extended by one and one-half (1-1/2) times the number of days during the period
from and including the date of the giving of such Blocking Notice or Prospectus
Inadequacy Notice to and including the date when the Investor shall have
received the copies of the supplemented or

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amended prospectus, the Advice and any additional or supplemental filings that
are incorporated by reference in the prospectus. Delivery of a Blocking Notice
or Prospectus Inadequacy Notice and the related suspension of any Registration
Statement shall not constitute a default under this Rights Agreement. However,
if the Investor's ability to sell under the Registration Statement is suspended
for more than the ninety (90) days period described above, the Investor may
elect, in its sole and absolute discretion, to terminate the Agreement pursuant
to Section 10.4(b)(i) of the Agreement.

5.       INDEMNIFICATION.

               (a) COMPANY INDEMNITY. The Company will indemnify the Investor,
each of its officers, directors and partners, and each person controlling the
Investor, within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act and the rules and regulations thereunder with respect to
which registration, qualification or compliance has been effected pursuant to
this Rights Agreement, against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any prospectus
(including any related registration statement, notification or the like or any
amendment thereto) incident to any such registration, qualification or
compliance, or based on any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by the Company of the Securities Act or
any state securities law or in either case, any rule or regulation thereunder
applicable to the Company and relating to action or inaction required of the
Company in connection with any such registration, qualification or compliance,
and will reimburse the Investor, each of its officers, directors and partners,
and each person controlling the Investor, each such underwriter and each person
who controls any such underwriter, for any legal and any other expenses
reasonably incurred in connection with investigating and defending any such
claim, loss, damage, liability or action, provided that the Company will not be
liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on any untrue statement or
omission (or alleged untrue statement or omission) that is made in reliance upon
and in conformity with written information furnished to the Company by the
Investor and stated to be specifically for use therein. In addition to any other
information furnished in writing to the Company by the Investor, the information
in the Registration Statement concerning the Investor under the captions
"Selling Shareholders" (or any similarly captioned Section containing the
information required pursuant to Item 507 of Regulation S-K promulgated pursuant
to the Securities Act) and "Plan of Distribution" (or any similarly captioned
Section containing information required pursuant to Item 508 of Regulation S-K)
shall be deemed information furnished in writing to the Company by the Investor
to the extent it conforms to information actually supplied in writing by the
Investor. The indemnity agreement contained in this Section 5(a) shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the Company (which
consent will not be unreasonably withheld).

               (b) INVESTOR INDEMNITY. The Investor will, if Registrable
Securities held by it are included in the securities as to which such
registration, qualification or compliance is being effected, indemnify the
Company, each of its directors, officers, partners, and each underwriter, if
any, of the Company's securities covered by such a registration statement, each
person who controls the Company or such underwriter within the meaning of
Section 15 of the Securities Act

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or Section 20 of the Exchange Act and the rules and regulations thereunder, each
other Investor (if any), and each of their officers, directors and partners, and
each person controlling such other Investor (if any), and each of their
officers, directors, and partners, and each person controlling such other
Investor against all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such registration
statement (or any amendment thereto) or prospectus or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statement therein not misleading, and will reimburse the
Company and its directors, officers and partners, or control persons for any
legal or any other expenses reasonably incurred in connection with investigating
and defending any such claim, loss, damage, liability or action, in each case to
the extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such registration
statement or prospectus in reliance upon and in conformity with written
information furnished to the Company by the Investor and stated to be
specifically for use therein, and provided that no Investor shall be liable
under this indemnity for an amount in excess of the proceeds received by the
Investor from the sale of the Registrable Securities pursuant to such
Registration Statement; PROVIDED, HOWEVER, that nothing contained herein shall
limit the Investor's obligation to provide indemnification pursuant to Section
11.3 of the Agreement. In addition to any other information furnished in writing
to the Company by the warrant holder, the information in the Registration
Statement concerning the Investor under the captions "Selling Shareholders" (or
any similarly captioned Section containing the information required pursuant to
Item 507 of Regulation S-K promulgated pursuant to the Securities Act) and "Plan
of Distribution" (or any similarly captioned Section containing information
required pursuant to Item 508 of Regulation S-K) shall be deemed information
furnished in writing to the Company by the Investor to the extent it conforms to
information actually supplied in writing by the Investor. The indemnity
agreement contained in this Section 5(b) shall not apply to amounts paid in
settlement of any such claims, losses, damages or liabilities if such settlement
is effected without the written consent of the Investor (which consent shall not
be unreasonably withheld).

               (c) PROCEDURE. Each party entitled to indemnification under this
Section 5 (the "Indemnified Party") shall give notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim in any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not be unreasonably withheld), and the Indemnified Party
may participate in such defense at such party's expense, and provided further
that the failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations under this Article
except to the extent that the Indemnifying Party is materially and adversely
affected by such failure to provide notice. The Indemnifying Party shall not, in
connection with any one such action or proceeding or separate but substantially
similar or related actions or proceedings in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for the reasonable
fees and expenses of more than one separate firm of attorneys (in addition to
any local counsel) at any time for such Indemnified Party, provided, however,
that if separate firm(s) of attorneys are required due to a conflict of
interest, then the indemnifying party shall be liable for the reasonable fees
and expenses of each such separate firm. No Indemnifying Party, in the

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defense of any such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability
in respect to such claim or litigation. Each Indemnified Party shall furnish
such information regarding itself or the claim in question as an Indemnifying
Party may reasonably request in writing and as shall be reasonably required in
connection with the defense of such claim and litigation resulting therefrom.

          6.   CONTRIBUTION. If the indemnification provided for in Section 5
hereof is unavailable to the Indemnified Party in respect of any losses, claims,
damages or liabilities referred to herein (other than by reason of the
exceptions provided therein), then each such Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such losses, claims, damages or
liabilities (i) as between the Company and the Investor on the one hand and the
underwriters on the other, in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Investor on the one hand or
underwriters, as the case may be, on the other from the offering of the
Registrable Securities, or if such allocation is not permitted by applicable
law, in such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Company on the one hand and of the
Investor on the other, in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations and (ii) as between the Company on the one
hand and the Investor on the other, in such proportion as is appropriate to
reflect the relative fault of the Company and of the Investor in connection with
the statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations.

         The relative benefits received by the Company on the one hand and the
Investor on the other shall be deemed to be in the same proportion as the
proceeds from the offering received by the Company from the initial sale of the
Registrable Securities by the Company to the Investor pursuant to this Rights
Agreement bear to the proceeds received by the Investor from the sale of
Registrable Securities pursuant to the Registration Statement. The relative
fault of the Company on the one hand and of the Investor on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Company or by the Investor.

         In no event shall the obligation of any Indemnifying Party to
contribute under this Section 6 exceed the amount that such Indemnifying Party
would have been obligated to pay by way of indemnification if the
indemnification provided for under Section 5(a) or Section 5(b) hereof had been
available under the circumstances.

         The Company and the Investor agree that it would not be just and
equitable if contribution pursuant to this Section 6 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding
paragraphs. The amount paid or payable by an Indemnified Party as a result of
the losses, claims, damages and liabilities referred to in the immediately
preceding paragraphs shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such Indemnified
Party in connection with investigating

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or defending any such action or claim. Notwithstanding the provisions of this
section, no Investor shall be required to contribute any amount in excess of the
amount by which the Investor, the total price at which the shares of Common
Stock offered by the Investor and distributed to the public, or offered to the
public, exceeds the amount of any damages that the Investor has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

          7.   SURVIVAL. The indemnity and contribution agreements contained in
Section 5 and Section 6 shall remain operative and in full force and effect
regardless of (i) any termination of the Agreement or any underwriting
agreement, (ii) any investigation made by or on behalf of any Indemnified Party
or by or on behalf of the Company and (iii) the consummation of the sale or
successive resales of the Registrable Securities.

          8.   INFORMATION BY INVESTOR. The Investor shall promptly furnish to
the Company such information regarding the Investor and the distribution
proposed by such Investor as the Company may reasonably request in writing and
as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Rights Agreement. All
information provided to the Company by the Investor shall be accurate and
complete in all material respects and the Investor shall promptly notify the
Company if any such information becomes incorrect or incomplete.

          9. TRANSFER OR ASSIGNMENT OF RIGHTS. Neither this Rights Agreement nor
any rights of the Investor or the Company hereunder may be assigned by either
party to any other person. Notwithstanding the foregoing, upon prior written
notice to the Company, the Investor's rights and obligations under this Rights
Agreement may be assigned, in whole or in part, to any Affiliate of the Investor
(a "Permitted Transferee"), and the rights and obligation of the Investor under
this Rights Agreement shall inure to the benefit of, and be enforceable by and
against, any such Permitted Transferee.

          10.  MISCELLANEOUS.

               (a) ENTIRE AGREEMENT. This Rights Agreement, together with the
Agreement, contains the entire understanding and agreement of the parties
relating to the registration of Registrable Securities, and may not be modified
or terminated except by a written agreement signed by both parties.

               (b) NOTICES. All notices, demands, requests, consents, approvals
or other communications required or permitted to be given hereunder or which are
given with respect to this Rights Agreement shall be in writing and shall be
personally served or deposited in the mail, registered or certified, return
receipt requested, postage prepaid, or delivered by reputable air courier
service with charges prepaid, or transmitted by hand delivery, telegram, telex
or facsimile, addressed as set forth below, or to such other address as such
party shall have specified most recently by written notice:

               If to the Company, to:

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         Elcom International, Inc.
         10 Oceana Way
         Norwood, Massachusetts 02062
         Attention:  Robert J. Crowell
         Facsimile No.:  (781) 551-0409

               With a copy to (which shall not constitute notice) to:

         Calfee, Halter & Griswold LLP
         1400 McDonald Investment Center
         800 Superior Avenue
         Cleveland, Ohio 44114
         Attention:  Douglas A. Neary, Esq.
         Facsimile No.:  (216) 241-0816

               If to the Investor, to

         Cripple Creek Securities, LLC c/o The Palladin Group
         195 Maplewood Ave.
         Maplewood, New Jersey 07040
         Attention:  Robert L. Chender
         Facsimile No.:  (973) 313-6491

               With a copy (which shall not constitute notice) to:

         Arnold & Porter
         555 12th Street, N.W.
         Washington, D.C. 20004-1202
         Attention:  L. Stevenson Parker, Esq.
         Facsimile No.: (202) 942-5999

Subject to Section 2.3(c) of the Agreement, notice shall be deemed given on the
date of service or transmission if personally served or transmitted by telegram,
telex or facsimile during normal business hours of the recipient. Notice
otherwise sent as provided herein shall be deemed given on the third business
day following the date mailed or on the second business day following delivery
of such notice by a reputable air courier service.

               (c)  GENDER OF TERMS. All terms used herein shall be deemed to
include the feminine and the neuter, and the singular and the plural, as the
context requires.

               (d) GOVERNING LAW; CONSENT OF JURISDICTION; WAIVER OF JURY TRIAL.
THIS RIGHTS AGREEMENT AND THE VALIDITY AND PERFORMANCE OF THE TERMS HEREOF SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW OR CHOICE OF LAW. THE
PARTIES HERETO HEREBY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING DIRECTLY OR
INDIRECTLY FROM OR IN CONNECTION WITH THIS RIGHTS

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AGREEMENT SHALL BE LITIGATED ONLY IN THE SUPREME COURT OF THE STATE OF NEW YORK
OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
LOCATED IN NEW YORK COUNTY, NEW YORK. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
THE PARTIES HERETO CONSENT TO THE JURISDICTION AND VENUE OF THE FOREGOING COURTS
AND CONSENT THAT ANY PROCESS OR NOTICE OF MOTION OR OTHER APPLICATION TO EITHER
OF SAID COURTS OR A JUDGE THEREOF MAY BE SERVED INSIDE OR OUTSIDE THE STATE OF
NEW YORK OR THE SOUTHERN DISTRICT OF NEW YORK BY REGISTERED MAIL, RETURN RECEIPT
REQUESTED, DIRECTED TO THE SUCH PARTY AT ITS ADDRESS SET FORTH IN THIS RIGHTS
AGREEMENT (AND SERVICE SO MADE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE
SAME HAS BEEN POSTED AS AFORESAID) OR BY PERSONAL SERVICE OR IN SUCH OTHER
MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS. THE PARTIES HERETO
HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION
PURSUANT TO THIS RIGHTS AGREEMENT.

               (e)  TITLES. The titles used in this Rights Agreement are used
for convenience only and are not to be considered in construing or interpreting
this Rights Agreement.

               (f)  RULE 144. The Company will use its reasonable best efforts
to file all reports required to be filed by it under the Securities Act and the
Exchange Act and it will take such further action as holders of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable the Investor to sell Registrable Securities without registration under
the Act within the limitation of the exemptions provided by (a) Rule 144, as
such Rule may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the Commission. If at any time the Company is
not required to file such reports, it will, upon the request of the Investor,
make publicly available other information so long as necessary to permit sales
pursuant to Rule 144. Upon the request of the Investor, the Company will deliver
to the Investor a written statement as to whether it has complied with such
requirements.

               (g)  COUNTERPARTS. This Rights Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.




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         IN WITNESS WHEREOF, the parties hereto have caused this Rights
Agreement to be duly executed as of the date first above written.



CRIPPLE CREEK SECURITIES, LLC                   ELCOM INTERNATIONAL, INC.

By: /S/ ROBERT L. CHENDER                       By: /S/ PETER A. RENDALL
    ---------------------------------               --------------------

Printed:  Robert L. Chender                     Printed:  Peter A. Rendall

Title:    Principal                             Title:   Chief Financial Officer











     [SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]