NORWOOD, Mass., Feb. 5 /PRNewswire-FirstCall/ -- Elcom International, Inc. ("Elcom" or the "Company") (OTC:ELCO) (BULLETIN BOARD: ELCO) and (AIM: ELC and ELCS), a leading international provider of Commerce Process Management solutions for buyers, suppliers and commerce communities, is pleased to announce that it has entered into subscription agreements to raise $2.5 million (1.3 million pounds Sterling), through an issue of 73,230,009 new common shares (the "New Shares") at a price of 1.75 pence (UK) or $0.0344 per share. The proceeds of the issue will be used to meet the working capital requirements of the Company. The New Shares are being subscribed by and on behalf of investment clients of Smith & Williamson Investment Management Limited who, together with Smith & Williamson Nominees Limited, currently hold approximately 69.4% of the Company's issued common shares. Following the issue of the New Shares, this holding will increase to 73.5% of the Company's enlarged issued common shares. This subscription represents a related party transaction under the AIM Rules. The Directors of the Company consider, having consulted with its nominated adviser, that the terms of the subscription are fair and reasonable insofar as its shareholders are concerned. Completion of the subscription is conditional on the admission of the New Shares to AIM. Application has been made for the New Shares to be admitted to trading on AIM and this is expected to become effective on 6 February 2007. The issuance of the New Shares is being made in reliance on the exemption from registration under Regulation S of the U.S. Securities Act of 1933, for offers and sales of securities outside the U.S. Under Regulation S, the holders of the New Shares will be prohibited from reselling such shares in the U.S. to U.S. persons or entities or for the benefit or account of a U.S. person, for a one-year period. During this one-year period, holders of the New Shares may otherwise trade such shares in the United Kingdom through the facilities of the London Stock Exchange's AIM market ("AIM") and outside the U.S. pursuant to Regulation S and subject to securities laws applicable in the jurisdiction(s) in which such shares are traded. The New Shares are being listed on AIM under the symbol 'ELCS' (the 'S' denoting Regulation S shares) but will not commingle with the Company's common stock traded on the OTCBB (and AIM under the symbol 'ELC'), until and unless the Company registers the shares under the U.S. Securities Act of 1933 or an exemption from registration is available. John Halnen, Elcom's President and CEO, said, "We are very pleased to secure these additional operating funds for the Company. In 2006, we consummated a number of strategic alliances, and in addition we are expecting additional contracts/initiatives which require evidence of a stronger balance sheet to perform to contract expectations. Also, the Company's current facility lease is up at the end of 2007 and a move to a new facility and outsourcing of our data center operations are being evaluated for the most cost effective solution for the Company and its customers. While evaluating new facilities, full consideration to meet current contracts and existing performance requirements are being carefully reviewed to ensure full compliance." About Elcom International, Inc. Elcom International, Inc. (OTC:ELCOOTC:andOTC:AIM:OTC:ELCOTC:and ELCS) (BULLETIN BOARD: ELCO and AIM: ELC and ELCS) , is a leading international provider of Commerce Process Management solutions for buyers, suppliers and commerce communities. Commerce Process Management refers to the ability to effectively manage the large-scale exchange of goods and services, using information technology and best practices, between different organizations, including the purchase, sale, exchange of commodities and services and their receipt and payment in one seamless end-to-end integrated process. Beyond the current generation of "On Demand" solutions available in the market, Commerce Process Management Solutions provided by Elcom offer true value for money by eliminating the burden and cost of in-house programming, IT infrastructure and ongoing system management. More information is available from Elcom's web site at: http://www.elcom.com/. STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT Except for the historical information contained herein, the matters discussed in this press release could include forward-looking statements or information. All statements, other than statements of historical fact, including, without limitation, those with respect to the Company's objectives, plans and strategies set forth herein and those preceded by or that include the words "believes," "expects," "targets," "intends," "anticipates," "plans," or similar expressions, are forward-looking statements. Although the Company believes that such forward-looking statements are reasonable, it can give no assurance that the Company's expectations are, or will be, correct. These forward-looking statements involve a number of risks and uncertainties which could cause the Company's future results to differ materially from those anticipated, including: (i) the necessity for the Company to control its expenses as well as to generate incremental, ongoing operating revenues and whether this objective can be met given the overall marketplace and clients' acceptance and usage of eCommerce software systems, eProcurement and eMarketplace solutions including corporate demand therefore, the impact of competitive technologies, products and pricing, particularly given the substantially larger size and scale of certain competitors and potential competitors; (ii) the consequent results of operations given the aforementioned factors; and (iii) the necessity of the Company to achieve profitable operations within the constraints of its existing resources, and if it can not, the availability of incremental capital funding to the Company, particularly in light of the audit opinion from the Company's independent registered public accounting firm in the Company's 2005 Annual Report on Form 10-KSB, as amended, and other risks detailed from time to time in its March 31, June 30, and September 30, 2006 Quarterly Reports on Form 10-QSB and in its other SEC reports and statements, including particularly the Company's "Risk Factors" contained in the prospectus included as part of the Company's Registration Statement on Form S-3 filed on June 21, 2002. The Company assumes no obligation to update any of the information contained or referenced in this press release. At the Company: Investor Relations, . DATASOURCE: Elcom International, Inc. CONTACT: Investor Relations, Web site: http://www.elcom.com/

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