EXHIBIT 10.1



                              EMPLOYMENT AGREEMENT
                              --------------------


     AGREEMENT  made  and  entered  into  as  of  April  4,  2005  between Tulip
Development  Laboratory,  Inc.,  a  Pennsylvania corporation (the "Company), and
Richard  A.  Hetherington  ("Employee").

                               W I T N E S S E T H
                               -------------------


     WHEREAS,  the  Employee  has  entered  into  on  December 13, 2004, a Stock
Purchase  Agreement  (the  "SPA")  by and among the Company, Orbit International
Corp.  ("Parent"),  TDL  Manufacturing  Inc.  ("TDLM")  and  the  respective
shareholders  of  the  Company,  including  the Employee, and of TDLM, which SPA
provides  in  Paragraph  9.12 therein, for the Company and the Employee to enter
into  an  employment  agreement;  and
     WHEREAS,  the  Company desires to enter into this Employment Agreement with
the Employee and the Employee desires to be employed by the Company on the terms
and  conditions  set  forth  in  this  Employment  Agreement.
NOW,  THEREFORE,  the  parties  hereto, in consideration of the premises and the
mutual  covenants  herein  contained,  hereby  agree  as  follows:
     1.     Term  of  Employment.
            --------------------
          (a)     Subject to the terms and conditions hereinafter set forth, the
Company shall employ Employee and Employee shall be employed by the Company, for
an  employment term commencing as of the date hereof and terminating three years
from  the  date  hereof  unless  sooner terminated pursuant to the provisions of
Paragraph  8  hereof  (the  "Initial  Term").
          (b)     At  least 90 days prior to the expiration of the Initial Term,
the  Employee shall give written notice to the Company of his election to either
extend  this  Employment  Agreement for an additional  2 year period on the same
terms  and  conditions  as  set  forth in this Employment Agreement (the "Option
Term")  or  to  become  a  consultant  to the Company under terms to be mutually
agreed  upon,  but  not  to  exceed  40 hours per week (the Initial Term and the
Option  Term  are  collectively  referred  to  herein  as  the  "Term").  At the
expiration  of  the  Initial  Term  or  the Option Term, as the case may be, the
Company shall have no further obligation to the Employee, and the Employee shall
have  no further obligation to the Company except with respect to (i) Employee's
obligations  to  the  Company  pursuant to Paragraphs 9, 10, 11 and 15; (ii) the
Company's  obligations  to  Employee  pursuant to Paragraphs 4-8; and, (iii) any
other  obligations  the Company may have to Employee and/or Employee may have to
the Company under applicable law governing the relationship of an employer to an
employee  and/or  an  employee  to an employer upon and following termination of
such  relationship.
     2.      Scope of Employment. During the Term, Employee shall be employed as
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President  and  Chief  Operating  Officer  of  the Company and of TDLM and shall
perform  such  duties  customarily  expected to be performed by such officer. In
addition,  Employee  shall  faithfully  render and perform such other reasonable
executive  and managerial services as may be assigned to him, from time to time,
by  or  under  the  authority of the Board of Directors of the Company or of the
Parent,  or  by the Chief Executive Officer of the Company. Employee will devote
his full working time and efforts to the business and affairs of the Company, as
now  or  hereafter conducted, and shall be at all times subject to the direction
and control of the Board of Directors of the Company or of the Parent, or of the
Chief  Executive  Officer of the Company. Employee shall render such services to
the  best of his ability and shall use his best efforts to promote the interests
of  the Company.  Employee will not engage in any capacity or activity which is,
or  reasonably  may  be,  contrary  to  the  welfare, interest or benefit of the
business  now  or  hereafter  conducted  by  the  Company.
     3.     Location  of Employment. Employee shall render services primarily at
            -----------------------
the  Company's  offices that are located in Quakertown, Pennsylvania. During the
Term, the Company shall continue to provide Employee with an office and staff at
the  Company's  Quakertown  offices  consistent with the practice of the Company
prior  to  the effective date of this Agreement.  Notwithstanding the foregoing,
Employee  acknowledges  and  agrees  that  Employee's  duties  hereunder  from
time-to-time  may  include  such  reasonable  travel  outside  of  Quakertown,
Pennsylvania  consistent  with past practices of the Company, as the performance
of Employee's duties may require.  Employee shall not be required to relocate to
any  other  location.
     4.     Compensation.
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     (a)     As  full  compensation  for  all  services provided for herein, the
Company  will pay, or cause to be paid, to Employee, and Employee will accept, a
base  salary (as increased from time to time, the "Base Salary") during the Term
at  an  annual  rate  of  not  less than Three Hundred Fifty Thousand and 00/100
($350,000.00),  provided  that  as  of  each  anniversary  of  the  date of this
Agreement,  the  Base Salary shall be increased by an amount equal to the annual
percentage  increase  in  the  "All-Urban" consumer price index published by the
United States Bureau of Labor Statistics for the Philadelphia, Pennsylvania area
for  the  immediately  preceding 12-month period (or, if such index is no longer
published,  by  an  amount  equal  to the annual percentage increase in the most
closely  comparable  index).  The  Board  of  Directors  shall review Employee's
performance  annually  and may, in its sole discretion, increase the Base Salary
by  an amount greater than that provided for in the preceding sentence. The Base
Salary  shall  be  paid in regular installments in accordance with the Company's
usual  paying  practices,  but  not  less  frequently  than  monthly.
     (b)     During the Term of this Agreement, the Employee shall also have use
of  an  automobile owned or leased by the Company ("Employee's Company Car"), at
least  comparable to the one currently used by Employee.  Employee shall also be
entitled  to reimbursement of costs related to the use by Employee of Employee's
Company  Car,  including,  but  not limited to, insurance, repairs, maintenance,
mileage  charges  and  fuel  costs, reasonably incurred on the Company's behalf,
upon  submission  of  a detailed accounting for such car expenses by Employee to
the  Company  in  accordance with the Company's expense reimbursement policy and
procedures  then  in  effect.
(c)     In  addition  to the compensation set forth in subparagraphs (a) and (b)
of  this  Paragraph 4, Employee shall be entitled to receive an annual incentive
bonus,  which  amount  shall be computed as follows: For each fiscal year during
the  Term,  or  any  pro  rated  portion  thereof, Employee shall be entitled to
participate  in  a bonus pool, to be distributed among employees of the Company,
which  shall  consist  of an aggregate amount equal to five (5) % of the pre-tax
income  of  the  Company  and  TDLM.  "Pre-Tax Income" shall mean the net income
generated  by  the  Company  and  by  TDLM on a combined basis (exclusive of any
extraordinary  gains,  extraordinary  losses,  or any interest expense, with the
exception  of  interest  paid to the Sellers under the Orbit Note (as defined in
Section  2.02(iii)  of  the  SPA),  as  set  forth  in  the respective financial
statements  of  the  Company  and  TDLM, determined in accordance with generally
accepted  accounting  principles  consistently  applied,  and  which  shall also
include  an  agreed  upon allocation of administrative and overhead costs of the
Parent.
The  Employee  shall participate equally with other members of senior management
of  the  Parent  in the determination of the amount of the distribution from the
bonus pool. Such payment shall be made within ten (10) days following completion
of the annual audit of the Company's and TDLM's respective financial statements,
and with regard to that period remaining in the Term after the conclusion of the
final  complete  fiscal  year of the Term (the "Stub Period"), within forty five
(45)  days  after the end of the Stub Period. Pre-Tax Income for the Stub Period
shall  be taken from the unaudited financial statements of the Company and TDLM.
     The  Base  Salary and any bonus payments will be subject to such deductions
by  the Company as the Company is from time to time required to make pursuant to
law,  government  regulations  or  order  or  by  agreement with, or consent of,
Employee.  Such payments may be made by check or checks of the Company or any of
its  parent,  subsidiaries  or affiliates as the Company may, from time to time,
find  proper  and  appropriate.
     5.     Vacation.  During  the Term, Employee shall be entitled to vacations
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in  accordance  with  past  practice  of  the  Company prior to the date of this
Agreement.  It  is hereby acknowledged by both Employee and the Company that the
Schedule  of  vacation  days  and  availability  attached  to  this  Agreement
constitutes  past  practice  prior  to  the  effective  date  of this Agreement.
     6.     Benefits.
            --------
     (a)     During  the  Term, Employee shall be entitled to participate in all
group  insurances  as  are  presently  being offered by the Company or which may
hereafter,  during  the  Term,  be offered to its executive and/or non-executive
employees  on  a  company  wide  basis  (including  group  life insurance, group
disability  insurance,  group  medical  and  hospitalization  plans, pension and
profit  sharing  plans).  During the Term, Employee shall be entitled to medical
and  hospitalization  coverage for himself, his spouse, and dependents under the
BlueCross  Personal  Choice Plan (including prescription drug coverage) pursuant
to  which  he currently has coverage.  In the event the Company fails to provide
such coverage, or such coverage is otherwise unavailable, then the Company shall
provide  Employee,  his spouse, and dependents with at least equivalent coverage
(including  healthcare  provider  choices,  deductibles,  co-pays,  etc.).
(b) During the Term, if the Company shall further maintain a simplified employee
pension plan ("SEP") it shall make contributions of at least Twenty Thousand and
00/100  ($20,000.00)  Dollars  each year to Employee's SEP account.  The Company
shall  make  such  contributions  to Employee's SEP account on or before the due
date for the Company's tax return for each year.  The Company's SEP shall not be
terminated  until all employees covered by SEP are transferred to participate in
the  Parent's  Orbit  International  Corp  Employee  Savings  Plan.
     (c)     From  and  after  the  date of this Employment Agreement, the terms
"compensation"  as  used in any pension or profit sharing plan maintained by the
Company  shall  include  only  the Base Salary (exclusive of any bonus payments)
payable  hereunder,  unless  the  plan  or  applicable  law  provides otherwise.
     7.     Expenses. Employee shall be entitled to reimbursement by the Company
            --------
for  reasonable  expenses actually incurred by him on its behalf or on behalf of
the  Parent  or  TDLM,  in the course of his employment by the Company, upon the
presentation  by  Employee,  from  time  to time, of an itemized account of such
expenditures  together  with such vouchers and other receipts as the Company may
request,  in  accordance  with  Company  policy  and  Internal  Revenue  Service
regulations.
     8.     Termination.
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     (a)     Disability.  If,  during  the Term, Employee shall be unable, for a
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period  of  more than six (6) consecutive months or for periods aggregating more
than  twenty-six  (26)  weeks in any fifty-two (52) consecutive weeks to perform
the  services  provided  for  herein  as  a  result  of illness, incapacity or a
physical  or other disability of any nature, the Company may, upon not less than
thirty  (30)  days' written notice, terminate Employee's employment and the Term
hereunder.  Employee shall be considered unable to perform the services provided
for  herein if he is unable, with or without reasonable accommodation, to attend
to  the  essential  duties  required  of  him.
     (b)     Death. If Employee shall die during the Term, Employee's employment
             -----
hereunder and the Term shall terminate upon Employee's death.  Employee's estate
shall continue to receive the compensation specified in Paragraph 4 hereof until
the  end  of  the  month  in  which  Employee's  death  occurs.  Medical  and
hospitalization  insurance  coverage,  as  provided  for in Paragraph 6(a), will
continue  for  Employee's  spouse  and dependents for a period of six (6) months
thereafter,  without prejudice to the rights of his spouse and dependents) under
Section  4980B  of  the  Internal  Revenue  Code.

     (c)     For  Cause.  In  addition  to  the  provisions for the cancellation
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and/or termination hereof hereinabove provided, the Company may, at any time and
in  its  sole  discretion,  terminate and/or cancel the Term and this Employment
Agreement  for  cause  (as hereinafter defined) by sending written notice to the
Employee  of  its  intention  to so cancel and/or terminate. Cancellation and/or
termination under this paragraph shall become effective within ten (10) business
days  of  Employee's  receipt  of  the notice provided for under this paragraph.
     For  purposes  of  this  Employment  Agreement, "cause" shall be defined to
mean:  (i) fraud, dishonesty or similar malfeasance; (ii) substantial refusal to
comply  or  default  in  complying  with  the  reasonable,  ethical,  and lawful
directions  of the Board of Directors of the Company or the Parent, or the Chief
Executive  Officer  and/or failure to comply with or perform any of the material
terms  and/or obligations of this Employment Agreement and such refusal, default
or  failure  continues  for a period of more than ten (10) days after receipt by
Employee  of  written notice from the Company setting forth in reasonable detail
the  activity by Employee which the Company deems to be cause for termination of
this  Employment  Agreement;  (iii)  Employee's  repeated and intemperate use of
alcohol or illegal drugs after written notice from the Company that such use, if
continued,  will result in termination of Employee's employment; (iv) Employee's
conviction  of  a  felony  involving  personal  dishonesty,  moral turpitude, or
willfully  violent  conduct; or, (v) Employee materially breaching any provision
of  this  Employment Agreement, which breach continues for a period of more than
ten  (10)  days  after  receipt  by  Employee of written notice from the Company
setting  forth  in  reasonable  detail  the breach by Employee which the Company
deems  to  be  cause  for  termination  of  this  Employment  Agreement.
(d)     Resignation  for Good Reason.  Employee's employment and the Term may be
        ----------------------------
terminated  by Employee for "Good Reason" if any of the following occurs without
Employee's  written  consent:
(i)     a substantial and adverse alteration of Employee's position, duties, and
responsibilities  under  this  Agreement such that they are no longer consistent
with  the  position,  duties,  and/or  responsibilities  of  an  executive level
employee;
(ii)     a  material  breach  of  this  Agreement  by the Company or the Parent;
(iii)     a  change in Employee's principal place of employment to a location at
least  twenty  (20)  miles  from  the  Quakertown,  Pennsylvania  offices;
(iv)     a material and adverse change in the compensation and benefits provided
to  Employee  under  this  Agreement;  and/or
(v)     the  Company  or the Parent materially breaches the SPA and/or the Orbit
Note.
In order to be eligible for the severance benefits referred to in Paragraph 8(e)
below,  Employee shall be required to provide the Company with written notice of
Good  Reason  to  resign within twenty (20) days after Employee becomes aware of
the  circumstances constituting Good Reason.  The Company shall have a period of
ten  (10)  days after Employee provides such written notice within which to take
measures to correct the circumstances constituting Good Reason.  Should Employee
fail to provide twenty (20) days written notice of Good Reason and/or should the
Company  correct  the circumstances within ten (10) days after receiving written
notice  from the Employee, Good Reason for Employee's resignation shall cease to
exist.
     (e)     Severance.
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          (i)     In  the  event  the  Company terminates Employee's employment,
other  than  for  the  reasons  set  forth  in  Paragraphs 8(a), (b), or (c), or
Employee  resigns  for  Good  Reason,  Employer will pay to Employee a severance
benefit.  Severance  shall  be  in an amount equal to Employee's Base Salary for
the  immediately  preceding calendar year, plus bonuses paid to Employee for the
immediately  preceding  calendar  year (the "Severance Benefit").  The Severance
Benefit  will be subject to payroll deductions required by law and/or authorized
by  Employee.  The  Severance  Benefit  shall  be payable in substantially equal
installments  on  regularly  scheduled  paydays  commencing  with  the regularly
scheduled  payday  following the effective date of the termination of employment
and  continuing  for  one  (1)  year  or  the end of the Term of this Agreement,
whichever  is  shorter.  Should  Employee resign where no Good Reason exists, or
should Employee's employment terminate pursuant to Paragraphs 8 (a), (b), and/or
(c),  Employee  shall  not  be  entitled  to  the  Severance  Benefit.
(ii)     In  the  event the Company terminates Employee's employment pursuant to
Paragraph  8(b)  for  the reason that Employee suffers from a disability, and in
the event Employee is not receiving long-term disability benefits under either a
group  long-term  disability  insurance  program  maintained by the Company or a
personal  policy  maintained  by  Employee  at  a rate of at least sixty-six and
two-thirds (66 2/3%) percent of Employee's then current Base Salary, the Company
will  pay  to Employee the difference between sixty-six and two-thirds (66 2/3%)
percent  of  Employee's  then  current  Base  Salary and such amount Employee is
receiving, if any, (less payroll deductions required by law and/or authorized by
Employee)  in  substantially  equal  installments on regularly scheduled paydays
commencing  with  the regularly scheduled payday following the effective date of
the  termination  of  employment  and  continuing  for  six  (6)  months.
(iii)     Employee will also be entitled, subject to the terms and conditions of
the  Consolidated  Omnibus  Budget  Reconciliation Act of 1985 ("COBRA") and the
Company's  policies,  to  make  a  COBRA  election  to  continue the medical and
hospitalization benefits referred to in Paragraph 6(a) for Employee, his spouse,
and  his  eligible dependents.  In the event Employee elects COBRA coverage, the
Employee  will  reimburse  the  Company  for  premium payments made on behalf of
Employee  to keep medical and/or hospitalization coverage in effect for a period
of  eighteen  (18)  months  from  the  effective  date  of  the  termination  of
employment.
(iv)     Employee  shall  have  no duty to seek other employment or to engage in
self-employment in mitigation of the Severance Benefit and premium reimbursement
provided  for  hereunder, and any compensation which Employee may receive in the
course  of any such employment or self-employment shall not reduce the Company's
obligations  hereunder.
     9.     Disclosure.  Except  as may be required or appropriate in connection
            ----------
with Employee's carrying out his duties under this Agreement, Employee will not,
without  the  prior written consent of the Company, or unless otherwise required
by  law  or  any legal process, at any time, directly or indirectly, disclose or
furnish  to  any  other  person,  firm  or  corporation:
     (a)     any of the Company's confidential non-public information concerning
the methods of conducting or obtaining business, of manufacturing or advertising
products,  or  of  obtaining  customers;
(b)     any  of  the  Company's  confidential non-public information acquired by
Employee  during  the course of his employment by the Company, including without
limiting  the  generality  of  the  foregoing,  the  name  of  any  customers or
prospective  customers  of, or any person, firm or corporation who or which have
or  shall  have  traded  or dealt with, the Company (whether such customers have
been  obtained  by  Employee  or  otherwise);  and/or
     (c)     any  of  the Company's confidential non-public information relating
to  the  products, designs, processes, discoveries, materials, ideas, creations,
inventions  or  properties  of  the  Company.
     10.     Covenants  Not  to  Compete.
             ---------------------------

     (a)     During  the  Term,  Employee  agrees  not  to  engage,  directly or
indirectly,  in  any  business which is competitive with the business now, or at
any  time  during  the  Term,  conducted  by  the  Company.
(b)     During  the  Term, or if the Employee is terminated for cause, until the
scheduled expiration of the Term, Employee agrees not to directly or indirectly,
on behalf of himself or any business in which he may, directly or indirectly, be
engaged,  recruit,  solicit, induce (or attempt to induce), or have any part in,
the  diversion  of  any of the Company's employees or sales representatives from
their  relationships  with the Company, or retain or employ any of the Company's
employees  or  sales  representatives
(c)     In  addition,  Employee  shall  not  at  any  time,  during or after the
termination  of  this Employment Agreement, engage in any business which uses as
its  name,  in  whole  or  in  part,  Tulip  Development  Laboratory,  Inc., TDL
Manufacturing,  Inc. and/or Orbit International Corp., or any other name used by
the  Company,  and known by Employee to be so used, during or prior to the Term.
     For  the  purpose of this Paragraph 10, Employee will be deemed directly or
indirectly  engaged  in  a  business  if  he  participates  in  such business as
proprietor,  partner,  joint  venturer,  stockholder, director, officer, lender,
manager,  employee,  consultant,  advisor  or  agent,  or  if  he  controls such
business.  Employee  shall  not  for  purposes  of  this  paragraph  be deemed a
stockholder  or lender if he holds less than two (2%) percent of the outstanding
equity  or debt of any publicly owned corporation engaged in the same or similar
business  to  that  of  the  Company,
provided  that  Employee  shall not be in a control position with regard to such
corporation.
     11.     Inventions.  As  between  Employee  and  the Company, all products,
             ----------
designs,  processes,  discoveries,  materials,  ideas, creations, inventions and
properties,  whether or not furnished by Employee, created, developed, invented,
or  used  in  connection  with  Employee's employment hereunder or prior to this
Employment  Agreement, will be the sole and absolute property of the Company for
any  and  all  purposes  whatever  in  perpetuity,  whether  or  not  conceived,
discovered  and/or  developed  during  regular  working hours. Employee will not
have,  and will not claim to have, under this Employment Agreement or otherwise,
any  right, title or interest of any kind or nature whatsoever in or to any such
products,  designs,  processes,  discoveries,  materials,  ideas,  creations,
inventions  and  properties.
12.     Arbitration.  Any  controversy  arising  out  of  or  relating  to  this
        -----------
Employment  Agreement, including any modification or amendment thereof, shall be
resolved  by  arbitration,  by  a  single  arbitrator pursuant to the employment
dispute resolution rules then obtaining of the American Arbitration Association.
The  venue  for  arbitration  shall  be in Quakertown, Pennsylvania. The parties
consent  to  the application of the Pennsylvania or Federal Arbitration Statutes
and  to  the  jurisdiction  of  the  Bucks  County  Court of the Commonwealth of
Pennsylvania,  and  of the United States District Court for the Eastern District
of  Pennsylvania,  for  judgment  on  an  award  and  for  all other purposes in
connection  with  said arbitration. Judgment upon the written award rendered may
be  entered  by any Court having jurisdiction. Any provisional remedy which, but
for  this  provision  to arbitrate disputes, would be available at law, shall be
available  to  the  parties  hereto  pending  the  final word of the arbitrator.
13.     Injunctive  Relief. The parties hereto recognize that irreparable damage
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may  result  to the Company and its business and properties if Employee fails or
refuses  to perform his obligations under this Employment Agreement and that the
remedy  at  law  for any such failure or refusal may be inadequate. Accordingly,
notwithstanding  the  provisions  of  Paragraph  12 hereof to arbitrate disputes
arising  hereunder,  it is understood that the Company has not waived its rights
to  seek  any  provisional  remedies  (including, without limitation, injunctive
relief)  and  damages.  The institution of any arbitration proceedings shall not
bar  injunctive relief, or any other provisional remedy, pending the final award
of  the  arbitrators.
     14.     Absence  of  Restrictions. Employee represents and warrants that he
             -------------------------
is  not  a  party  to  any  agreement or contract pursuant to which there is any
restriction  or  limitation  upon his entering into this Employment Agreement or
performing  the  services  called  for  by  this  Employment  Agreement.
15.     Further  Instruments.  Employee  will execute and deliver all such other
        --------------------
further  instruments  and documents as may be reasonably necessary, to carry out
the  purposes  of  this Employment Agreement, or to confirm, assign or convey to
the  Company  any  products,  designs, processes, discoveries, materials, ideas,
creations,  inventions  or  properties  referred  to  in  Paragraph  11  hereof,
including  the  execution  of all patent, design patent, copyright, trademark or
trade  name  applications.
16.     Invalidity  and  Severability.  If  any  provisions  of  this Employment
        -----------------------------
Agreement are held invalid or unenforceable, such invalidity or unenforceability
shall not affect the other provisions of this Employment Agreement, and, to that
extent, the provisions of this Employment Agreement are intended to be and shall
be  deemed severable. In particular and without limiting the foregoing sentence,
if  any  provision of Paragraph 10 of this Employment Agreement shall be held to
be  invalid  or  unenforceable  by reason of geographic or business scope or the
duration  thereof, such invalidity or unenforceability shall attach only to such
provisions  and  shall  not  affect or render invalid or unenforceable any other
provisions  of  this  Employment  Agreement,  and  any  such  provision  of this
Employment  Agreement  shall be construed as if the geographic or business scope
or  the  duration of such provision had been more narrowly drawn so as not to be
invalid  or  unenforceable.
17.     Notices.  Any  notice  required  or  permitted  to  be  given under this
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Employment Agreement shall be sufficient if in writing and if sent by registered
or  certified  mail,  telegram,  or  overnight  courier  as  follows:

As  to  Employee:     Richard  A.  Hetherington
----------------
     Tulip  Development  Laboratory,  Inc.
     1765  Walnut  Lane
     Quakertown,  PA  18951

     with  a  copy  to:     Jane  P.  Long,  Esq.
          Fitzpatrick  Lentz  &  Bubba,  P.C.
          4001  Schoolhouse  Lane
          P.O.  Box  219
          Center  Valley,  PA  18034

As  to  the  Company:     Tulip  Development  Laboratory,  Inc.
--------------------
     c/o  Orbit  International  Corp.
     80  Cabot  Court
     Hauppauge,  New  York  11788
     Attn:  Chief  Executive  Officer

     with  a  copy  to:     Elliot  H.  Lutzker,  Esq.
          Robinson  &  Cole  LLP
          885  Third  Avenue,  Suite  2800
          New  York,  NY  10022-4835

or to such other address as either party hereto may designate by notice given in
accordance  with  this  Employment  Agreement.
     18.     Assignment. A party hereto may not assign this Employment Agreement
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or  any  rights  or obligations hereunder without the consent of the other party
hereto;  provided,  however,  that  upon  the  sale  or  transfer  of  all  or
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substantially  all  of  the  assets  of  the  Company, or upon the merger by the
        ----
Company  into,  or  the  combination  with, another corporation, this Employment
Agreement  will  inure to the benefit of and be binding upon the person, firm or
corporation  purchasing such assets, or the corporation surviving such merger or
consolidation,  as  the  case  may  be,  and  the Company shall require any such
person,  firm  or  corporation to expressly assume the Company's obligations and
liabilities  hereunder.  The  provisions  of  this  Employment  Agreement, where
applicable,  are  binding upon the heirs of Employee and upon the successors and
assigns  of  the  parties  hereto.
19.     Waiver of Breach. Waiver by either party of a breach of any provision of
        ----------------
this  Employment  Agreement  by the other shall not operate or be construed as a
waiver  of  any  subsequent  breach  by  such  other  party.
20.     Entire  Employment  Agreement.  This document, together with the SPA and
        -----------------------------
Note,  contains  the  entire  agreement  of the parties as to the subject matter
hereof  and supersedes and replaces all prior oral or written agreements between
the  parties. This Agreement may not be changed orally, but only by an amendment
in  writing  signed by the party against whom enforcement of any waiver, change,
modification,  extension  or  discharge  is  sought.
21.     Applicable  Law.  This Employment Agreement shall be construed, enforced
        ---------------
and  governed by and under the laws of the Commonwealth of Pennsylvania, without
regard  to  conflict  of  laws  principles.
          IN  WITNESS  WHEREOF, the parties hereto have executed this Employment
Agreement  as  of  the  day  and  year  first  above  written.

     EMPLOYEE:



     /s/  Richard  Hetherington
     --------------------------
     Richard  A.  Hetherington


      TULIP  DEVELOPMENT  LABORATORY,  INC.


By:   /s/  Dennis  Sunshine
      ---------------------
      Dennis  Sunshine
      Chief  Executive  Officer

      ORBIT  INTERNATIONAL  CORP.


By:   /s/  Dennis  Sunshine
      ---------------------
      Dennis  Sunshine
      Chief  Executive  Officer