EXHIBIT 10.1

                                   MERRILL LYNCH COMMERCIAL FINANCE CORP.
                                   222 North LaSalle Street
                                   17th Floor
                                   Chicago, Illinois 60601
[GRAPHIC OMITTED]
MERRILL LYNCH
                                   Anne Easter, Vice President
                                   TEL: (312) 499-3044


                                   November 19,2009

Orbit  International  Corp
80  Cabot  Court
Hauppauge, NY  11788

 Re:  Amendedment to Loan Documents


Dear Gentlemen:


This Amendment ("Amendment") is by and between MERRILL LYNCH COMMERCIAL FINANCE
CORP. ("MLCFC") and Orbit International Corp. ("Customer") and will serve to
confirm certain agreements with respect to the following documents:

     (i) WCMA LOAN AND SECURITY AGREEMENT NO. 885-07587 dated January 28,
2003 by and between MLCFC and Customer, as thereafter supplemented, modified,
renewed, extended or amended (the " WCMA  Loan Agreement");

     (ii) TERM LOAN AND SECURITY AGREEMENT dated April 4, 2005 by and
between MLCFC and Customer, as thereafter supplemented, modified, renewed,
extended or amended (the " Term Loan Agreement A");

    (iii)  COLLATERAL INSTALLMENT NOTE dated April 4, 2005 by and between MLCFC
and Customer, as thereafter supplemented, modified, renewed, extended or amended
(the " Note A");

     (iv) TERM LOAN AND SECURITY AGREEMENT June 5, 2007 by and between MLCFC and
Customer, as thereafter supplemented, modified, renewed, extended or amended
(the " Term Loan Agreement B");

     (v) COLLATERAL INSTALLMENT NOTE dated April 4, 2005 by and between MLCFC
and Customer, as thereafter supplemented, modified, renewed, extended or amended
(the " Note B");

     (vi)     TERM LOAN AND SECURITY AGREEMENT December 19, 2007 by and between
MLCFC and Customer, as thereafter supplemented, modified, renewed, extended or
amended (the " Term Loan Agreement C");

(vii)     COLLATERAL INSTALLMENT NOTE dated April 4, 2005 by and between MLCFC
and Customer, as thereafter supplemented, modified, renewed, extended or amended
(the " Note B");

(viii)     UNCONDITIONAL GUARANTIES (i) dated December 31, 2007 given to MLCFC
by Integrated Consulting Services, Inc. and  (ii) dated April 4, 2005 and June
5, 2007, given to MLCFC  jointly by TDL Manufacturing, Inc., Tulip Development
Laboratory, Inc., Orbit Instrument of California, and Behlman Electronics,
Inc.(collectively, the "Business Guarantors" )

(ix)     all other agreements between MLCFC and Customer, or any other party who
at any time has guaranteed or provided collateral, or will hereinafter guarantee
or  provide  collateral,  for  Customer's  obligations  to  MLCFC  in connection
therewith  (the  "Additional  Agreements")

For  purposes  of  this  Amendment,  (i)  Customer  and  Business Guarantors are
collectively  referred  to  as the "Obligors", and (ii) the WCMA Loan Agreement,
Term  Loan  Agreement  A,  Note  A,  Term  Loan  Agreement  B, Note B, Term Loan
Agreement  C,  Note  C,  the  Guaranties,  and  the  Additional  Agreements  are
collectively  referred  to  as  the  "Loan  Documents".

Capitalized terms used herein and not defined herein shall have the same meaning
as  set  forth  in  the  Loan  Documents.

I.  LIMITED  WAIVER  OF  FINANCIAL  COVENANTS
---------------------------------------------

Obligors  acknowledge  that for the period ended September 30, 2009, they are in
violation  of  the following covenants under the Loan Documents (the "Identified
Defaults"):

       FIXED  CHARGE  COVERAGE  RATIO  COVENANT

       FUNDED  DEBT  TO  EBITDA  COVENANT

Obligors  have requested, and, subject to the terms and conditions hereof, MLCFC
has  agreed  to  waive  the  default  for  the  period ended September 30, 2009.

Nothing  in  this  letter  shall  be  construed as a waiver of any other term or
condition  of  the  Loan  Documents,  nor  shall  this  letter be construed as a
commitment  on  the part of MLCFC to waive any other term or condition set forth
in  the  Loan  Documents.  This  waiver  is  expressly  limited  to the covenant
referenced  above,  for  the period referenced above.  In all other respects and
except  as  expressly  amended  hereby,  the  terms  and  conditions of the Loan
Documents  remain  in  full  force  and  effect.

II.     AMENDMENT  TO  LOAN  DOCUMENTS.
        -------------------------------
A.  WCMA  LOAN  AGREEMENT. The WCMA Loan Agreement is hereby amended as follows:

1.  Definitions.  The  following  terms  set  forth  in  Subsection 1.1 entitled
"Specific  Terms"  shall  be  amended  and  restated  as  follows:

"APPLICABLE  MARGIN"  shall  be  amended  by deleting the percentage "3.50%" and
inserting  the  percentage  "4.00%"  in  lieu  thereof.

"MAXIMUM  WCMA  LINE  OF  CREDIT" shall mean (X) prior to December 31, 2009, the
lesser  of:  (A)  $2,000,000.00  or  (B)  the sum of (i) 85% of the aggregate of
Customer  and Business Guarantors Eligible A/R , plus (ii) the lesser of (a) 50%
of  the aggregate of Customer and Business Guarantors raw materials Inventory as
shown  on  its  regular books and records or b) 500,000.00; and (Y) on and after
December  31,  2009 the lesser of: A) $1,500,000.00 or (B) the sum of (i) 85% of
the  aggregate of Customers and Business Guarantors Eligible A/R , plus (ii) the
lesser  of  (a)  50%  of  the aggregate of Customers and Business Guarantors raw
materials Inventory as shown on its regular books and records or (b) 500,000.00.

For  purposes  hereof  the term "Eligible A/R" shall mean the aggregate Accounts
and  Chattel  Paper  of  Customer  as  shown  on  its regular books and records,
excluding (i) Accounts over 90 days old from date of invoice, Chattel Paper with
installments  or  other  sums  more  than 60 days past due (90 days from invoice
date),  (ii)  all amounts from any account debtor not having its principal place
of  business  in  the United States or not domiciled in the United States, (iii)
Accounts and Chattel Paper and any other amounts directly or indirectly from any
account  debtor  who  is an affiliated entity of either Customer or any Business
Guarantor,  (iv)  Accounts  deemed  as  ineligible  by  MLCFC,  (v)  any  bonded
receivables,  retainage,  and  (vi)  and  Accounts where the account debtor with
respect  to  which  is not any foreign government, the United States of America,
any State, political subdivision, department, agency or instrumentality thereof,
unless,  if  such  account  debtor  is  the  United  States  of  America, or any
department,  agency or instrumentality thereof, the Federal Assignment of Claims
Act  of  1940,  as  amended,  has been complied with in a manner satisfactory to
MLCFC.
"MATURITY  DATE"  shall  mean  June  30,  2010.

1.     2. FIXED CHARGE COVERAGE RATIO. Subsection 3.3(i) entitled "Fixed Charge
Coverage Ratio" shall be deleted in its entirety.

2.     3. OTHER COVENANTS. Subsection 3.3(h) entitled "Total Funded Debt to
EBITDA"  shall be amended and restated as follows and a new Subsection 3.3(i)
entitled "Debt Service Coverage Ratio" shall be added as follows:

3.3(h)  Total Funded Debt to EBITDA. Commencing December 31, 2009 and continuing
quarterly  on  a  trailing  12-month basis thereafter, the Consolidated Entities
"Total  Funded  Debt  to  EBITDA"  ratio  shall  not  exceed  3.00  to  1.00.

For  purposes  hereof  "Total Funded Debt to EBITDA" shall mean the ratio of (a)
all  debt  for  borrowed  money  including  all  outstandings  (excluding unused
availability)  under any revolving credit facility, and including debt to MLCFC,
to (b) income before interest (including payments in the natureof interest under
capital  leases)  taxes,  depreciation, amortization, and other similar non-cash
charges;  all  as  determined  on  a  trailing 12month basis as set forth in the
Consolidated  Entities  regular  quarterly  financial  statements  prepared  in
accordance  with  GAAP.

"3.3(i)  Debt  Service  Coverage  Ratio.  Commencing the quarterly period ending
December 31, 2009, the Consolidated Entities "Debt Service Coverage Ratio" shall
exceed  1.50  to  1.00;  and

On  March  31,  2010  and  continuing quarterly on a trailing 12-month basis the
Consolidated  Entities  "Debt  Service Coverage Ratio" shall at all times exceed
1.00  to  1.00."

For  purposes  hereof, "Debt Service Coverage Ratio" shall mean the ratio of (a)
income  before  interest  (including  payments  in  the nature of interest under
capital  leases),  taxes, depreciation, amortization, and other similar non-cash
charges,  to  (b)  the  sum of (i) any dividends and other distributions paid or
payable to shareholders, any taxes paid in cash, and interest expense, plus (ii)
any principal paid during the prior 12-month period and any rental under capital
leases  scheduled  to  be  paid or accrued over the next 12-month period; all as
determined  on  a  trailing  12-month  basis  as  set  forth in the Consolidated
Entities  quarterly  financial  statements  prepared  in  accordance  with GAAP.

B.  Term  Loan  Agreement A. Term Loan Agreement A is hereby amended as follows:

1.     1. FIXED CHARGE COVERAGE RATIO. Subsection 3.3(m) entitled "Fixed Charge
Coverage Ratio" shall be deleted in its entirety.

2.     2. OTHER COVENANTS. Subsection 3.3(l) entitled "Total Funded Debt to
EBITDA"  shall be amended and restated as follows and a new Subsection 3.3(m)
entitled "Debt Service Coverage Ratio" shall be added as follows:

3.3(l)  Total Funded Debt to EBITDA. Commencing December 31, 2009 and continuing
quarterly  on  a  trailing12-month  basis  thereafter, the Consolidated Entities
"Total  Funded  Debt  to  EBITDA"  ratio  shall  not  exceed  3.00  to  1.00.

For  purposes  hereof  "Total Funded Debt to EBITDA" shall mean the ratio of (a)
all  debt  for  borrowed  money  including  all  outstandings  (excluding unused
availability)  under any revolving credit facility, and including debt to MLCFC,
to (b) income before interest (including payments in the natureof interest under
capital  leases)  taxes,  depreciation, amortization, and other similar non-cash
charges;  all  as  determined  on  a  trailing 12month basis as set forth in the
Consolidated  Entities  regular  quarterly  financial  statements  prepared  in
accordance  with  GAAP.

"3.3(m)  Debt  Service  Coverage  Ratio.  Commencing the quarterly period ending
December 31, 2009, the Consolidated Entities "Debt Service Coverage Ratio" shall
exceed  1.50  to  1.00;  and

On  March  31,  2010  and  continuing quarterly on a trailing 12-month basis the
Consolidated  Entities  "Debt  Service Coverage Ratio" shall at all times exceed
1.00  to  1.00."

For  purposes  hereof, "Debt Service Coverage Ratio" shall mean the ratio of (a)
income  before  interest  (including  payments  in  the nature of interest under
capital  leases),  taxes, depreciation, amortization, and other similar non-cash
charges,  to  (b)  the  sum of (i) any dividends and other distributions paid or
payable to shareholders, any taxes paid in cash, and interest expense, plus (ii)
any principal paid during the prior 12-month period and any rental under capital
leases  scheduled  to  be  paid or accrued over the next 12-month period; all as
determined  on  a  trailing  12-month  basis  as  set  forth in the Consolidated
Entities  quarterly  financial  statements  prepared  in  accordance  with GAAP.

C.  Note  A.  Note  A  is  hereby  amended  as  follows:

1.  DEFINITIONS.  The  defined  term  set forth as Subsection 1(a)(iii) entitled
"Interest  Rate"  shall  be  amended  as  follows:
1(a)

(iii)  "Applicable  Margin"  shall be amended by deleting the percentage "3.50%"
and  inserting  the  percentage  "4.00%"  in  lieu  thereof.

D.  Term  Loan  Agreement B. Term Loan Agreement B is hereby amended as follows:

1.     1. FIXED CHARGE COVERAGE RATIO. Subsection 3.3(m) entitled "Fixed Charge
Coverage Ratio" shall be deleted in its entirety.

2.     2. OTHER COVENANTS. Subsection 3.3(l) entitled "Total Funded Debt to
EBITDA"  shall be amended and restated as follows and a new Subsection 3.3(m)
entitled "Debt Service Coverage Ratio" shall be added as follows:

3.3(l)  Total Funded Debt to EBITDA. Commencing December 31, 2009 and continuing
quarterly  on  a  trailing12-month  basis  thereafter, the Consolidated Entities
"Total  Funded  Debt  to  EBITDA"  ratio  shall  not  exceed  3.00  to  1.00.

For  purposes  hereof  "Total Funded Debt to EBITDA" shall mean the ratio of (a)
all  debt  for  borrowed  money  including  all  outstandings  (excluding unused
availability)  under any revolving credit facility, and including debt to MLCFC,
to (b) income before interest (including payments in the natureof interest under
capital  leases)  taxes,  depreciation, amortization, and other similar non-cash
charges;  all  as  determined  on  a  trailing 12month basis as set forth in the
Consolidated  Entities  regular  quarterly  financial  statements  prepared  in
accordance  with  GAAP.

"3.3(m)  Debt  Service  Coverage  Ratio.  Commencing the quarterly period ending
December 31, 2009, the Consolidated Entities "Debt Service Coverage Ratio" shall
exceed  1.50  to  1.00;  and

On  March  31,  2010  and  continuing quarterly on a trailing 12-month basis the
Consolidated  Entities  "Debt  Service Coverage Ratio" shall at all times exceed
1.00  to  1.00."

For  purposes  hereof, "Debt Service Coverage Ratio" shall mean the ratio of (a)
income  before  interest  (including  payments  in  the nature of interest under
capital  leases),  taxes, depreciation, amortization, and other similar non-cash
charges,  to  (b)  the  sum of (i) any dividends and other distributions paid or
payable to shareholders, any taxes paid in cash, and interest expense, plus (ii)
any principal paid during the prior 12-month period and any rental under capital
leases  scheduled  to  be  paid or accrued over the next 12-month period; all as
determined  on  a  trailing  12-month  basis  as  set  forth in the Consolidated
Entities  quarterly  financial  statements  prepared  in  accordance  with GAAP.

E.  Note  B.  Note  B  is  hereby  amended  as  follows:
    -------

1.  DEFINITIONS.  The  defined  term  set forth as Subsection 1(a)(iii) entitled
"Interest  Rate"  shall  be  amended  as  follows:
1(a)

(iii)  "Applicable  Margin"  shall be amended by deleting the percentage "3.50%"
and  inserting  the  percentage  "4.00%"  in  lieu  thereof.

F.  Term  Loan  Agreement C. Term Loan Agreement C is hereby amended as follows:
1.     1. FIXED CHARGE COVERAGE RATIO. Subsection 3.3(n) entitled "Fixed Charge
Coverage Ratio" shall be deleted in its entirety.

2.     2. OTHER COVENANTS. Subsection 3.3(m) entitled "Total Funded Debt to
EBITDA"  shall be amended and restated as follows and a new Subsection 3.3(n)
entitled "Debt Service Coverage Ratio" shall be added as follows:

3.3(m)  Total Funded Debt to EBITDA. Commencing December 31, 2009 and continuing
quarterly  on  a  trailing12-month  basis  thereafter, the Consolidated Entities
"Total  Funded  Debt  to  EBITDA"  ratio  shall  not  exceed  3.00  to  1.00.

For  purposes  hereof  "Total Funded Debt to EBITDA" shall mean the ratio of (a)
all  debt  for  borrowed  money  including  all  outstandings  (excluding unused
availability)  under any revolving credit facility, and including debt to MLCFC,
to (b) income before interest (including payments in the natureof interest under
capital  leases)  taxes,  depreciation, amortization, and other similar non-cash
charges;  all  as  determined  on  a  trailing 12month basis as set forth in the
Consolidated  Entities  regular  quarterly  financial  statements  prepared  in
accordance  with  GAAP.

"3.3(n)  Debt  Service  Coverage  Ratio.  Commencing the quarterly period ending
December 31, 2009, the Consolidated Entities "Debt Service Coverage Ratio" shall
exceed  1.50  to  1.00;  and

On  March  31,  2010  and  continuing quarterly on a trailing 12-month basis the
Consolidated  Entities  "Debt  Service Coverage Ratio" shall at all times exceed
1.00  to
1.00.

For  purposes  hereof, "Debt Service Coverage Ratio" shall mean the ratio of (a)
income  before  interest  (including  payments  in  the nature of interest under
capital  leases),  taxes, depreciation, amortization, and other similar non-cash
charges,  to  (b)  the  sum of (i) any dividends and other distributions paid or
payable to shareholders, any taxes paid in cash, and interest expense, plus (ii)
any principal paid during the prior 12-month period and any rental under capital
leases  scheduled  to  be  paid or accrued over the next 12-month period; all as
determined  on  a  trailing  12-month  basis  as  set  forth in the Consolidated
Entities  quarterly  financial  statements  prepared  in  accordance  with GAAP.

G.  Note  C.  Note  C  is  hereby  amended  as  follows:

1.  DEFINITIONS.  The  defined  term  set forth as Subsection 1(a)(iii) entitled
"Interest  Rate"  shall  be  amended  as  follows:
1(a)

(iii)  "Applicable  Margin"  shall be amended by deleting the percentage "3.50%"
and  inserting  the  percentage  "4.00%"  in  lieu  thereof.

III.  Other  Agreements.

Audit/Appraisal.  If  the  Obligations  owed  under  the  Loan Documents are not
refinanced by another lender on or before March 31, 2010, Customer shall, at its
own  expense,  permit  a  field examination of Customers and Business Guarantors
books,  records  and/or  property  and  an  appraisal  of Customers and Business
Guarantors  machinery  and  equipment  to commence no later than April 19, 2010.
The  results  of  such  examination  shall  be  acceptable  to MLCFC in its sole
discretion,

Covenant  Waiver  Fees.
----------------------

..     (i) To induce MLCFC to grant a waiver of the Identified Defaults and enter
into this Amendment, Customer shall, contemporaneously with the execution of
this Amendment, pay MLCFC a covenant waiver fee in the amount of Fifteen
Thousand Dollars 00/100 ($15,000.00), ("Covenant Waiver Fee"). The Covenant
Waiver Fee shall be drawn on a non-Merrill Lynch bank account and shall be
deemed fully earned by MLCFC upon receipt.

..     (ii) To induce MLCFC to grant a waiver of the Identified Defaults and
enter into this Amendment, Customer agrees to provide MLCFC with a commitment
letter from another lender on or before February 28, 2010 to finance the
outstanding indebtedness under the Loan Documents (the "Take-Out Commitment").
Such commitment letter shall be sent to the attention of Anne Easter via fax no.
(312) 499-3252 or e-mail at anne.m.easter@baml.com.

In  the  event Customer fails to provide a Take-Out Commitment on or before such
date  there  shall  be  due  an additional fee of $35,000.00.  Such fee shall be
drawn  on  a  non-Merrill Lynch bank account and shall be deemed fully earned at
5:00  PM  central  time  on  February  28,  2010.

Customer  and  Guarantor  hereby  confirm  that  (a)  each  of the warranties of
Customer  in  the  Loan Documents are true and correct as of the date hereof and
shall  be  deemed  remade  as  of the date hereof and on the effective date; (b)
neither Customer nor Guarantor have any claim against MLCFC arising out of or in
connection  with  the Loan Documents or any other matter whatsoever; and do each
hereby release and forever discharge  MLCFC and their parents, and affiliates of
and  from any and all causes of action, claims, or demands whatsoever, in law or
in  equity  arising  from  the  conduct  of  MLCFC.

By  their  execution  of  this  Amendment,  the below-named Guarantors do hereby
consent  to  the  foregoing  amendment to the Loan Documents, and agree that the
obligations  under  the  Guaranty shall extend to and include the Obligations of
Customer  under  the  Loan  Documents,  as  amended  hereby.

Although each of the undersigned Guarantors has been informed of the matters set
forth herein and has acknowledged and agreed to same, such Guarantor understands
that  MLCFC  has  no  obligation  to inform any Guarantor of such matters in the
future  or  to  seek  any  Guarantor's  acknowledgment  or  agreement  to future
consents,  waivers  or  amendments, and nothing herein shall create such a duty.

This Amendment shall become effective upon execution and delivery by Obligors of
the  executed  document  together  with  the following, provided however, if the
Effective  Date of this Amendment has not occurred within five (5) Business Days
from  the date hereof, then this Amendment will, at the sole option of MLCFC, be
void  and  no  effect.


                            SIGNATURE PAGES FOLLOW:
Very  truly  yours,

MERRILL  LYNCH  COMMERCIAL  FINANCE  CORP.



By:  /s/  Anne  Easter
    -------------------
    Anne  Easter
    Vice  President


Accepted:

ORBIT  INTERNATIONAL  CORP.

By:  /s/  Dennis  Sunshine
     ---------------------

Name:  Dennis  Sunshine

Title: President, CEO


Approved:

INTEGRATED  CONSULTING  SERVICES,  INC.

By: /s/  Kenneth J. Ice
    -------------------------
    Kenneth J. Ice, President

By: /s/  Julie A. McDearman
    -------------------------
    Julie A. McDearman, Secretary


TDL  MANUFACTURING,  INC.

By: /s/  Mitchell  Binder
    -----------------------
    Mitchell  Binder, Vice President

By: /s/  David Goldman
    -----------------------
    David Goldman, Controller


TULIP  DEVELOPMENT  LABORATORY,  INC.

By: /s/  Mitchell  Binder
    ----------------------
    Mitchell Binder, Vice President

By: /s/  David Goldman
    ----------------------
    David Goldman, Controller


ORBIT  INSTRUMENT  OF  CALIFORNIA,  INC.

By: /s/  Mitchell  Binder
    ----------------------
    Mitchell Binder, Vice President

By: /s/  Dennis Sunshine
    ----------------------
    Dennis Sunshine, President



BEHLMAN  ELECTRONICS,  INC,

By: /s/  Mark  Tublisky
    -------------------
    Mark  Tublisky, President

By: /s/  Mitchell Binder
    -------------------
    Mitchell Binder, Vice President