Exhibit  10.4

MERRILL  LYNCH                         TERM  LOAN  AND  SECURITY  AGREEMENT

TERM  LOAN  AND  SECURITY  AGREEMENT  DATED  AS  OF April 4, 2005, between ORBIT
INTERNATIONAL  CORP., a corporation organized and existing under the laws of the
State  of  Delaware having its principal office at 80 Cabot Court, Hauppauge, NY
11788  ("Customer"),  and  MERRILL  LYNCH  BUSINESS  FINANCIAL  SERVICES INC., a
corporation  organized  and  existing  under  the  laws of the State of Delaware
having  its  principal  office  at  222  North LaSalle Street, Chicago, IL 60601
("MLBFS").

In  consideration  of  the  mutual covenants of the parties hereto, Customer and
MLBFS  hereby  agree  as  follows:

Article  I.  DEFINITIONS

1.1  Specific  Terms.  In  addition  to  terms  defined  elsewhere  in this Loan
Agreement,  when  used  herein  the  following  terms  shall  have the following
meanings:

"Acquisition"  shall  mean  Customer's acquisition of stock of Tulip Development
Laboratory,  Inc.  and  TDL  Manufacturing  Inc.,  pursuant  to  the Acquisition
Documents.
"Acquisition  Documents" shall mean that certain Stock Purchase Agreement by and
between  Customer,  as  buyer,  and  Tulip  Development Laboratory, Inc. and TDL
Manufacturing  Inc.  and  the  respective  Shareholders  of  Tulip  Development
Laboratory,  Inc. and TDL Manufacturing Inc., as (jointly and severally) seller,
dated December 13, 2004, and the ancillary agreements described in (or set forth
as)  schedules  thereto.

 "Bankruptcy  Event" shall mean any of the following: (i) a proceeding under any
bankruptcy,  reorganization,  arrangement,  insolvency,  readjustment  of  debt,
liquidation, winding up or receivership law or statute shall be commenced, filed
or  consented to by any Credit Party; or (ii) any such proceeding shall be filed
against  any  Credit  Party and shall not be dismissed or withdrawn within sixty
(60)  days  after  filing;  or  (iii)  any  Credit  Party  shall  make a general
assignment  for  the  benefit  of  creditors;  or  (iv)  any  Credit Party shall
generally fail to pay or admit in writing its inability to pay its debts as they
become  due;  or  (v)  any  Credit  Party  shall  be  adjudicated  a bankrupt or
insolvent;  or  (vi)  any  Credit Party shall take advantage of any other law or
procedure  for the relief of debtors or shall take any action for the purpose of
or  with  a  view  towards  effecting any of the foregoing; or (vii) a receiver,
trustee, custodian, fiscal agent or similar official for any Credit Party or for
any  substantial  part  of  any  of their respective property or assets shall be
sought  by  such  Credit  Party  or  appointed.
"Business Day" shall mean any day other than a Saturday, Sunday, federal holiday
or  other  day  on  which  the  New  York  Stock  Exchange  is regularly closed.
"Business  Guarantor"  shall  mean every Guarantor that is not a natural person.
"Certificate  of  Compliance"  shall  mean,  as  applicable,  that duly executed
certificate,  substantially  the  same  form as Exhibit B attached hereto to the
extent  such  certificate shall be applicable, of the president, chief financial
officer or chief executive officer of Customer, certifying as to the matters set
forth  in  such  certificate.
"Closing Date" shall mean the date upon which all conditions precedent to MLBFS'
obligation  to  make  the Loan shall have been met to the satisfaction of MLBFS.
"Collateral" shall mean all Accounts, Chattel Paper, Contract Rights, Inventory,
Equipment,  Fixtures,  General  Intangibles,  Deposit  Accounts,  Documents,
Instruments,  Investment  Property  and  Financial Assets of Customer, howsoever
arising,  whether  now  owned  or existing or hereafter acquired or arising, and
wherever  located;  together with all parts thereof (including spare parts), all
accessories  and  accessions  thereto, all books and records (including computer
records)  directly  related  thereto,  all  proceeds thereof (including, without
limitation,  proceeds  in  the form of Accounts and insurance proceeds), and the
additional  collateral  described  in  Section  3.6  (b)  hereof.
"Commitment  Expiration  Date"  shall  mean  April  22,  2005.
"Commitment  Fee" shall mean a fee of $35,000.00 due to MLBFS in connection with
this  Loan  Agreement.
"Consolidated  Entities"  shall  mean Customer, Behlman Electronics, Inc., Orbit
Instrument  of  California,  Inc.,  Tulip  Development Laboratory, Inc., and TDL
Manufacturing,  Inc.
"Credit  Party"  and  "Credit Parties" shall mean, individually or collectively,
the  Customer,  all  Guarantors,  and  all  Pledgors.
"Default"  shall  mean  either  an  "Event of Default" as defined in Section 3.5
hereof,  or  an event which with the giving of notice, passage of time, or both,
would  constitute  such  an  Event  of  Default.
"Default  Rate"  shall  mean an annual interest rate equal to the lesser of: (i)
two  percentage points over the Interest Rate; or (ii) the highest interest rate
allowed  by  applicable  law.
"Event  of  Loss"  shall  mean the occurrence whereby any tangible Collateral is
damaged  beyond  repair,  lost,  totally  destroyed  or  confiscated.
"GAAP"  shall mean the generally accepted accounting principles in effect in the
United  States  of  America  from  time  to  time.
"General Funding Conditions" shall mean each of the following conditions to each
loan  or  advance  by  MLBFS hereunder: (i) no Default or Event of Default shall
have occurred and be continuing or would result from the making of any such loan
or  advance  hereunder  by  MLBFS;  (ii)  there  shall  not have occurred and be
continuing any material adverse change in the business or financial condition of
any  Credit Party; (iii) all representations and warranties of all of the Credit
Parties herein or in any of the Loan Documents shall then be true and correct in
all  material  respects;  (iv) MLBFS shall have received this Loan Agreement and
all  of  the  other  Loan  Documents,  duly executed and filed or recorded where
applicable,  all  of which shall be in form and substance satisfactory to MLBFS;
(v)  the  Commitment  Fee  shall  have  been paid in full; (vi) MLBFS shall have
received,  as  and  to the extent applicable, copies of invoices, bills of sale,
loan  payoff  letters and/or other evidence satisfactory to it that the proceeds
of  the  Loan  will  satisfy  the  Loan Purpose; (vii) MLBFS shall have received
evidence  satisfactory  to  it  as  to  the  ownership of the Collateral and the
perfection  and priority of MLBFS' liens and security interests thereon, as well
as the ownership of and the perfection and priority of MLBFS' liens and security
interests  on any other collateral for the Obligations furnished pursuant to any
of the Loan Documents; (viii) MLBFS shall have received evidence satisfactory to
it  of  the  insurance required hereby or by any of the Loan Documents; and (ix)
any  additional conditions specified in the "Term Loan Approval" letter executed
by  MLBFS  with  respect to the transactions contemplated hereby shall have been
met  to  the  satisfaction  of  MLBFS.
"Guarantor"  shall  mean  each Person obligated under a guaranty, endorsement or
other  undertaking  by which such Person guarantees or assumes responsibility in
any  capacity  for  the  payment  or  performance  of  any  of  the Obligations.
"Loan"  shall mean a sixty-month term installment loan in an amount equal to the
lesser of: (A) 100% of the amount required by Customer to satisfy or fulfill the
Loan  Purpose, (B) the aggregate amount which Customer shall request be advanced
by  MLBFS  on  account  of  the  Loan  Purpose,  or  (C)  $5,000,000.00.
"Loan  Agreement"  shall  mean this agreement as titled in the initial paragraph
hereof  and  shall specifically include that number to be designated by MLBFS as
the  Customer's  "Loan No" in reference to this Loan Agreement, and which number
and  designation  MLBFS  shall  provide  to  Customer  upon  the initial invoice
generated  by  MLBFS.  At all times thereafter, such numerical loan number shall
be  included  and  be  deemed  to be a part of the title of this Loan Agreement.
"Loan  Documents" shall mean this Loan Agreement, any indenture, any guaranty of
any  of  the  Obligations  and  all  other  security  and  other  instruments,
assignments, certificates, certifications and agreements of any kind relating to
any  of  the Obligations, whether obtained, authorized, authenticated, executed,
sent  or  received  concurrently  with  or subsequent to this Loan Agreement, or
which  evidence  the  creation,  guaranty  or  collateralization  of  any of the
Obligations  or  the  granting or perfection of liens or security interests upon
any  Collateral  or  any  other  collateral  for  the Obligations, including any
modifications,  amendments  or  restatements  of  the  foregoing.
"Loan Purpose" shall mean the purpose for which the proceeds of the Loan will be
used;  to wit: to finance the stock acquisition of Tulip Development Laboratory,
Inc.  and  TDL  Manufacturing,  Inc
"Location  of  Tangible Collateral" shall mean the address of Customer set forth
at  the  beginning  of  this  Loan Agreement, together with any other address or
addresses  set  forth  on  an  exhibit  hereto  as  being a Location of Tangible
Collateral.
"Obligations"  shall  mean  all  liabilities,  indebtedness  and  obligations of
Customer to MLBFS, howsoever created, arising or evidenced, whether now existing
or hereafter arising, whether direct or indirect, absolute or contingent, due or
to  become  due, primary or secondary or joint or several, and, without limiting
the  generality  of  the  foregoing,  shall  include principal, accrued interest
(including without limitation interest accruing after the filing of any petition
in  bankruptcy),  all  advances  made  by  or  on behalf of MLBFS under the Loan
Documents,  collection and other costs and expenses incurred  by or on behalf of
MLBFS,  whether  incurred  before  or after judgment, and all present and future
liabilities,  indebtedness  and  obligations  of Customer under the Note and the
Loan  Documents.
"Permitted  Liens"  shall  mean  with  respect  to the Collateral: (i) liens for
current taxes not yet due and payable, other non-consensual liens arising in the
ordinary  course  of  business  for  sums  not due, and, if MLBFS' rights to and
interest  in  the  Collateral are not materially and adversely affected thereby,
any  such  liens for taxes or other non-consensual liens arising in the ordinary
course  of  business  being  contested in good faith by appropriate proceedings;
(ii)  liens  in  favor  of  MLBFS; (iii) liens which will be discharged with the
proceeds of the Loan; and (iv) any other liens expressly permitted in writing by
MLBFS.
"Person"  shall  mean  any  natural  person  and  any  corporation,  partnership
(general,  limited or otherwise), limited liability company, trust, association,
joint  venture,  governmental body or agency or other entity having legal status
of  any  kind.
"Pledgor"  shall  mean  each  Person  who  at  any  time provides collateral, or
otherwise  now  or hereinafter agrees to grants MLBFS a security interest in any
assets  as  security  for  Customer's  Obligations.
"UCC"  shall  mean  the  Uniform  Commercial  Code  of  Illinois as in effect in
Illinois  from  time  to  time.
1.2 Other Terms. Except as otherwise defined herein, all terms used in this Loan
Agreement  which are defined in the UCC shall have the meanings set forth in the
UCC;  and  (iii)  accounting  terms  not  defined  herein shall have the meaning
ascribed  to  them  in  GAAP.

1.3 UCC Filing. Customer hereby authorizes MLBFS to file a record or records (as
defined  or  otherwise  specified under the UCC), including, without limitation,
financing  statements, in all jurisdictions and with all filing offices as MLBFS
may determine, in its sole discretion, are necessary or advisable to perfect the
security  interest  granted  to  MLBFS  herein.  Such  financing  statements may
describe the Collateral in the same manner as described herein or may contain an
indication  or  description  of  collateral  that describes such property in any
other  manner  as  MLBFS  may  determine,  in its sole discretion, is necessary,
advisable  or  prudent  to ensure the perfection of the security interest in the
Collateral  granted  to  the  MLBFS  herein.


Article  II.  THE  LOAN

2.1  Commitment. Subject to the terms and conditions hereof, MLBFS hereby agrees
to make the Loan to Customer for the Loan Purpose, and Customer agrees to borrow
all amounts borrowed to satisfy the Loan Purpose from MLBFS. The entire proceeds
of  the  Loan  shall  be  disbursed  on  the Closing Date either directly to the
applicable third party or parties on account of the Loan Purpose or to reimburse
Customer  for  amounts directly expended by it; all as directed by Customer in a
Closing  Certificate  to be executed by Customer and delivered to MLBFS prior to
the  Closing  Date.

2.2  Note.  The  Loan will be evidenced by and repayable in accordance with that
certain  Collateral  Installment  Note  made by Customer payable to the order of
MLBFS  and  issued  pursuant  to  this  Loan Agreement (the "Note"). The Note is
hereby  incorporated  as  a  part  hereof  as  if  fully  set  forth  herein.

2.3  Conditions  of MLBFS' Obligation. The Closing Date and MLBFS' obligation to
make  the  Loan on the Closing Date are subject to the prior fulfillment of each
of  the  following  conditions:  (a) MLBFS shall have received a written request
from  Customer  that  the  Loan  be  funded in accordance with the terms hereof,
together  with a written direction from Customer as to the method of payment and
payee(s)  of  the  proceeds  of the Loan, which request and direction shall have
been  received  by  MLBFS not less than two Business Days prior to any requested
funding  date;  (b) MLBFS shall have received a copy of invoices, bills of sale,
payoff  letters  or other applicable evidence reasonably satisfactory to it that
the  proceeds  of  the  Loan  will  satisfy or fulfill the Loan Purpose; (c) the
Commitment  Expiration  Date  shall  not then have occurred; and (d) each of the
General  Funding  Conditions  shall  then  have  been  met  or  satisfied to the
reasonable  satisfaction  of  MLBFS.

2.4  Use  of  Loan  Proceeds. The proceeds of the Loan shall be used by Customer
solely  for  a  Loan  Purpose,  or, with the prior written consent of MLBFS, for
other  lawful  business  purposes  of  Customer  not prohibited hereby. Customer
agrees  that  under  no circumstances will the proceeds of the Loan be used: (a)
for  personal,  family or household purposes of any person whatsoever, or (b) to
purchase,  carry  or  trade  in  securities, or repay debt incurred to purchase,
carry or trade in securities, or (c) unless otherwise consented to in writing by
MLBFS,  to  pay  any  amount  to  Merrill  Lynch  and  Co.,  Inc.  or any of its
subsidiaries,  other than Merrill Lynch Bank USA, Merrill Lynch Bank & Trust Co.
or  any  subsidiary  of either of them (including MLBFS and Merrill Lynch Credit
Corporation).

2.5  Commitment  Fee.  In  consideration of the agreement by MLBFS to extend the
Loan  to  Customer  in accordance with and subject to the terms hereof, Customer
has  paid  or  shall,  on  or before the Closing Date pay, the Commitment Fee to
MLBFS.  Customer  acknowledges and agrees that the Commitment Fee has been fully
earned  by  MLBFS,  and  that it will not under any circumstances be refundable.

Article  III.  GENERAL  PROVISIONS

3.1  REPRESENTATIONS  AND  WARRANTIES

Customer  represents  and  warrants  to  MLBFS  that:

(a)  Organization  and  Existence. Customer is a corporation, duly organized and
validly existing in good standing under the laws of the State of Delaware and is
qualified  to  do  business  and  in good standing in each other state where the
nature  of  its  business  or  the  property owned by it make such qualification
necessary;  and,  where  applicable,  each Business Guarantor is duly organized,
validly  existing  and  in  good  standing  under  the  laws of the state of its
formation  and  is  qualified  to do business and in good standing in each other
state  where  the  nature  of its business or the property owned by it make such
qualification  necessary.
(b)  Execution,  Delivery  and  Performance. Each Credit Party has the requisite
power  and authority to enter into and perform the Loan Documents.  The Customer
holds  all  necessary  permits,  licenses,  certificates  of occupancy and other
governmental  authorizations  and  approvals required in order to own or operate
the  Customer's business, except where the, absence of such would not materially
and  adversely affect (i) Customer's interest in the Collateral or the liens and
security  interests  of  MLBFS  hereunder or under any of the Loan Documents, or
(ii)  the  financial  condition  of  Customer  or its continued operations.  The
execution,  delivery  and  performance by Customer of this Loan Agreement and by
each of the other Credit Parties of such of the other Loan Documents to which it
is  a  party: (i) have been duly authorized by all requisite action, (ii) do not
and  will  not  violate  or  conflict  with any law, order or other governmental
requirement,  or any of the agreements, instruments or documents which formed or
govern  any  of  the  Credit  Parties,  and  (iii) do not and will not breach or
violate any of the provisions of, and will not result in a default by any of the
Credit Parties under, any other agreement, instrument or document to which it is
a  party  or  is  subject.
(c)  Notices and Approvals. Except as may have been given or obtained, no notice
to  or  consent or approval of any governmental body or authority or other third
party whatsoever (including, without limitation, any other creditor) is required
in connection with the execution, delivery or performance by any Credit Party of
such  of  this Loan Agreement, the Note and the other Loan Documents to which it
is  a  party.
(d)  Enforceability. The Loan Documents to which any Credit Party is a party are
the  respective  legal,  valid  and  binding  obligations  of such Credit Party,
enforceable  against  it  or  them, as the case may be, in accordance with their
respective  terms,  except  as  enforceability  may be limited by bankruptcy and
other  similar  laws  affecting  the rights of creditors generally or by general
principles  of  equity.
(e)  Collateral.  Except  for  priorities  afforded  to any Permitted Liens: (i)
Customer  has  good  and  marketable  title  to the Collateral, (ii) none of the
Collateral  is  subject to any lien, encumbrance or security interest, and (iii)
upon  the  filing  of  all  Uniform  Commercial  Code  financing  statements
authenticated or otherwise authorized by Customer with respect to the Collateral
in  the  appropriate  jurisdiction(s)  and/or the completion of any other action
required  by  applicable  law to perfect its liens and security interests, MLBFS
will have valid and perfected first liens and security interests upon all of the
Collateral.
(f)  Financial  Statements.  Except  as expressly set forth in Customer's or any
Business  Guarantor's financial statements, all financial statements of Customer
and  each Business Guarantor furnished to MLBFS have been prepared in conformity
with  generally  accepted  accounting principles, consistently applied, are true
and correct in all material respects, and fairly present the financial condition
of  it  as  at such dates and the results of its operations for the periods then
ended (subject, in the case of interim unaudited financial statements, to normal
year-end  adjustments); and since the most recent date covered by such financial
statements,  there  has  been  no  material adverse change in any such financial
condition  or  operation.  All  financial  statements  furnished to MLBFS of any
Guarantor  other  than a Business Guarantor are true and correct in all material
respects  and  fairly  represent  such Guarantor's financial condition as of the
date  of  such  financial  statements,  and  since  the most recent date of such
financial  statements,  there  has  been  no  material  adverse  change  in such
financial  condition.
(g)  Litigation;  Compliance  With  All  Laws.  No  litigation,  arbitration,
administrative  or  governmental proceedings are pending or, to the knowledge of
Customer,  threatened  against  any  Credit  Party,  which  would,  if adversely
determined,  materially and adversely affect (i) such Credit Party's interest in
the  Collateral  or the liens and security interests of MLBFS hereunder or under
any  of the Loan Documents, or (ii) the financial condition of such Credit Party
or its continued operations.  Each Credit Party is in compliance in all material
respects  with  all  laws, regulations, requirements and approvals applicable to
such  Credit  Party.
(h)  Tax  Returns.  All  federal,  state  and  local  tax  returns,  reports and
statements  required  to  be  filed by any Credit Party have been filed with the
appropriate  governmental  agencies  and all taxes due and payable by any Credit
Party  have been timely paid (except to the extent that any such failure to file
or  pay  will  not  materially  and  adversely  affect  (i) either the liens and
security  interests  of MLBFS hereunder or under any of the Loan Documents, (ii)
the financial condition of any Credit Party, or (iii) its continued operations).
(i) Collateral Location. All of the tangible Collateral is located at a Location
of  Tangible  Collateral.
(j)  No  Default.  No  "Default"  or "Event of Default" (each as defined in this
Loan  Agreement  or  any  of  the  other  Loan  Documents)  has  occurred and is
continuing.
(k)  No  Outside  Broker.  Except for employees of MLBFS, Merrill Lynch, Pierce,
Fenner  & Smith Incorporated ("MLPF&S") or one of their affiliates, Customer has
not  in  connection  with  the  transactions  contemplated  hereby  directly  or
indirectly  engaged  or  dealt with, and was not introduced or referred to MLBFS
by,  any  broker  or  other  loan  arranger.
(l)  Each of the foregoing representations and warranties: (i) has been and will
be  relied  upon  as  an  inducement  to  MLBFS  to  make  the Loan, and (ii) is
continuing  and  shall  be  deemed  remade  by  Customer  on  the  Closing Date.

3.2  FINANCIAL  AND  OTHER  INFORMATION

(a)     Customer shall furnish or cause to be furnished to MLBFS during the term
of  this  Loan  Agreement  all  of  the  following:

(i)  Certificate  of  Compliance.  Within 45 days after the close of each fiscal
quarter of Customer, a Certificate of Compliance, duly executed by an authorized
officer  of  Customer,  in  the form of Exhibit B attached hereto, or such other
form  as  reasonably  required  by  MLBFS  from  time  to  time;
(ii) Interim Financial Statements. Within 45 days after the close of each fiscal
quarter  of  Customer,  a  copy  of  the  interim  financial  statements  of the
Consolidated  Entities  for  such fiscal quarter (including in reasonable detail
both  a  balance  sheet  as of the close of such fiscal period, and statement of
profit  and  loss  for  the  applicable  fiscal  period);
(iii)  A/R  Agings.  Within  15  days  after  the  close of each fiscal month of
Customer,  a  copy of the Accounts Receivable Aging of the Consolidated Entities
as  of  the  end  of  such  fiscal  month;
(iv)  Backlog  Reports. Within 45 days after the close of each fiscal quarter of
Customer,  a copy of the Sales Backlog Report of the Consolidated Entities as of
the  end  of  such  fiscal  quarter;
(v)  SEC  Reports.  Customer shall furnish or cause to be furnished to MLBFS not
later  than  10  days  after the date of filing with the Securities and Exchange
Commission  ("SEC"),  a  copy of each 10-K, 10-Q and other report required to be
filed  with  the  SEC  during  the term hereof by the Consolidated Entities; and
(vi)  Other  Information.  Such other information as MLBFS may from time to time
reasonably  request  relating  to  Customer,  any Credit Party or the Collateral
(b)     General  Agreements  With  Respect  to  Financial  Information. Customer
agrees  that  except  as  otherwise  specified  herein or otherwise agreed to in
writing  by  MLBFS: (i) all annual financial statements required to be furnished
by  Customer  to  MLBFS  hereunder  will  be  prepared  by  either  the  current
independent accountants for Customer or other independent accountants reasonably
acceptable  to  MLBFS,  and  (ii) all other financial information required to be
furnished  by  Customer  to  MLBFS hereunder will be certified as correct in all
material  respects  by  the party who has prepared such information, and, in the
case of internally prepared information with respect to Customer or any Business
Guarantor,  certified  as  correct  by their respective chief financial officer.
3.3  OTHER  COVENANTS
Customer  further  agrees  during  the  term  of  this  Loan  Agreement  that:

(a)  Financial Records; Inspection. Each Credit Party (other than any Individual
Guarantor)  will:  (i)  maintain at its principal place of business complete and
accurate  books  and  records,  and  maintain  all of its financial records in a
manner  consistent  with the financial statements heretofore furnished to MLBFS,
or prepared on such other basis as may be approved in writing by MLBFS; and (ii)
permit  MLBFS or its duly authorized representatives, upon reasonable notice and
at  reasonable  times,  to  inspect  its  properties  (both  real and personal),
operations,  books  and  records.
(b)  Taxes.  Each  Credit  Party  will pay when due all of its respective taxes,
assessments  and other governmental charges, howsoever designated, and all other
liabilities  and obligations, except to the extent that any such failure to file
or  pay  will  not materially and adversely affect either the liens and security
interests  of  MLBFS hereunder or under any of the Loan Documents, the financial
condition  of  any  Credit  Party  or  its  continued  operations.
(c)  Compliance  With  Laws and Agreements. No Credit Party will violate (i) any
law,  regulation or other governmental requirement, any judgment or order of any
court  or  governmental  agency  or authority; (ii) any agreement, instrument or
document  which  is material to its operations or to the operation or use of any
Collateral,  in  each  case  as contemplated by the Loan Documents; or (iii) any
agreement,  instrument  or  document  to  which  it is a party or by which it is
bound,  if  any  such  violation will materially and adversely affect either the
liens  and  security  interests  of  MLBFS  hereunder  or  under any of the Loan
Documents  ,  the  financial  condition  of  any  Credit Party, or its continued
operations.
(d)  No  Use  of Merrill Lynch Name. No Credit Party will directly or indirectly
publish,  disclose  or otherwise use in any advertising or promotional material,
or press release or interview, the name, logo or any trademark of MLBFS, MLPF&S,
Merrill  Lynch  and  Co.,  Incorporated  or  any  of  their  affiliates.
(e)  Notification  By Customer. Customer shall provide MLBFS with prompt written
notification  of:  (i)  any  Default;  (ii)  any  material adverse change in the
business,  financial  condition  or  operations  of  any Credit Party; (iii) any
information  which  indicates  that any financial statements of any Credit Party
fail  in  any  material  respect  to  present fairly the financial condition and
results  of  operations  purported  to be presented in such statements; (iv) any
threatened  or  pending  litigation involving any Credit Party; (v) any casualty
loss,  attachment,  lien,  judicial  process,  encumbrance or claim affecting or
involving  $25,000  or more of any Collateral; and (vi) any change in Customer's
outside accountants. Each notification by Customer pursuant hereto shall specify
the  event  or  information  causing  such  notification,  and,  to  the  extent
applicable,  shall specify the steps being taken to rectify or remedy such event
or  information.
(f)  Entity  Organization.  Each Credit Party which is an entity will (i) remain
(A)  validly  existing and in good standing in the state of its organization and
(B)  qualified to do business and in good standing in each other state where the
nature  of  its  business  or  the  property owned by it make such qualification
necessary,  and  (ii)  maintain  all  governmental  permits,  licenses  and
authorizations.  Customer  shall  give MLBFS not less than 30 days prior written
notice  of any change in name (including any fictitious name) or chief executive
office,  place  of  business,  or  as  applicable,  the  principal  residence.
(g)  Merger, Change in Business. Except upon the prior written consent of MLBFS,
Customer  shall  not  cause or permit any Credit Party to: (i) be a party to any
merger  or  consolidation  with,  or  purchase  or  otherwise  acquire  all  or
substantially  all  of  the assets of, or any material stock, partnership, joint
venture  or other equity interest in, any Person, or sell, transfer or lease all
or  any  substantial  part  of  its assets; (ii) engage in any material business
substantially  different  from  its  business  in  effect  as  of  the  date  of
application  by  Customer  for  credit  from  MLBFS, or cease operating any such
material  business;  or  (iii)  cause  or  permit  any other Person to assume or
succeed  to  any  material  business  or  operations  of  such  Credit  Party.
(h)  No  Change  In Management. Customer will maintain experienced and competent
professional  senior  management,  including  two  of the following three senior
management,  Dennis  Sunshine,  Bruce  Reissman  and  Mitchell  Binder.
(i) No New Products, Services Or Ventures. Except upon the prior written consent
of MLBFS, Customer shall not directly or indirectly initiate, create, or acquire
any  additional  or  new  product  lines  or services other than in the ordinary
course  of  business  and,  business  ventures,  companies  or  divisions.
(j)  No  Loans/Guarantees To Any Party. Except upon the prior written consent of
MLBFS, Customer shall not directly or indirectly lend any moneys to, or guaranty
the  debt  of,  any  person  or  entity.
(k)  Minimum  Tangible  Net  Worth.  As  of  December 31, 2004, the Consolidated
Entities  "tangible  net worth" shall exceed $6,500,000. After December 31, 2004
and  as  of  the  close  of  each  fiscal  year  of  the  Consolidated  Entities
thereafter,  the  Consolidated  Entities  "tangible net worth" shall be not less
than $500,000.00 higher than the tangible net worth of the Consolidated Entities
required  hereunder  as of the close of the immediately preceding fiscal year of
the  Consolidated  Entities  (so that as of December 31, 2005, such tangible net
worth  shall  be  not  less  than  $7,000,000.00,  as of December 31, 2006, such
tangible  net  worth  shall be not less than $7,500,000, etc.). For the purposes
hereof,  the  term "tangible net worth" shall mean the Consolidated Entities net
worth  as  shown  on  the  Consolidated  Entities regular consolidated financial
statements  prepared in a manner consistent with the terms hereof, but excluding
an  amount  equal  to:  (i)  any  assets  which  are  ordinarily  classified  as
"intangible"  in  accordance  with generally accepted accounting principles, and
(ii)  any  amounts  now  or  hereafter  directly  or  indirectly  owing  to  the
Consolidated  Entities  by  officers,  shareholders  or  affiliates  of  the
Consolidated  Entities.
(l)  Total Debt To EBITDA. For purposes hereof, the Consolidated Entities "Total
Debt  to  EBITDA  Ratio" shall mean the ratio of (a) all debt for borrowed money
including  all  outstanding  and unused  availability under any revolving credit
facility,  and including debt to MLBFS, to (b) income before interest (including
payments  in  the nature of interest under capital leases), taxes, depreciation,
amortization,  and  other  non-cash  charges;  all  as  determined on a trailing
12-month  basis  as  set  forth in the Consolidated Entities'  regular quarterly
financial  statements  prepared  in  accordance  with  GAAP.  The  Consolidated
Entities'  Total  Debt to EBITDA Ratio shall for each period set forth below not
exceed  the  ratios  set  forth  below  opposite  such  period:
Period                                        Ratio
December  31,  2004  -  December  30,  2005               3.50  :  1.00
December  31,  2005-December  30,  2006               3.00  :  1.00
December  31,  2006  and  thereafter                    2.50  :  1.00
(m)  Fixed  Charge  Coverage. The Consolidated Entities'  "Fixed Charge Coverage
Ratio"  shall  at all times exceed 1.25 to 1. For purposes hereof, "Fixed Charge
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, minus any internally financed
capital  expenditures,  to  (b)  the  sum  of  (i)  any  dividends  and  other
distributions  paid  or  payable  to  shareholders,  any taxes paid in cash, and
interest  expense,  as  determined  on  a trailing 12-month basis, plus (ii) the
aggregate  principal  scheduled  to  be  paid  or accrued over the next 12 month
period  and  the  aggregate  rental under capital leases scheduled to be paid or
accrued  over  the  next  12  month period; all as set forth in the Consolidated
Entities'  regular  quarterly  financial  statements prepared in accordance with
GAAP.
(n)  Completion  of Acquisition. Upon the making of the Loan and the use thereof
for  the  Loan Purpose, the Acquisition will have been consummated in accordance
with  the  terms  of the Acquisition Documents without any amendments thereto or
waivers  by  the parties thereunder (except as consented to by MLBFS in writing)
and  in  compliance  with  applicable  law.
(o)  Subsidiaries. Customer does not have any subsidiaries other than the Credit
Parties.

(p)  Solvency.  Neither  Customer  nor  any  Guarantor,  is  entering  into  the
transactions contemplated hereby and by the Additional Agreements, or intends to
make  any transfer or incur any obligations hereunder or thereunder, with actual
intent  to  hinder,  delay  or defraud either present or future creditors. After
giving  effect  to the making of the Loan pursuant hereto and the application of
the proceeds thereof to the Loan Purpose; (i) each of Customer and each Business
Guarantor  expects the cash available to it, after taking into account all other
anticipated  uses  of  the  cash of such person (including the payments on or in
respect  of  "debt"  referred  to  in  clause  (iii) of this paragraph), will be
sufficient  to  satisfy  all  final  judgments for money damages which have been
docketed against such person or which may be rendered against such person in any
action  in  which such person is a defendant (taking into account the reasonably
anticipated  maximum  amount of any such judgment and the earliest time at which
such judgment might be entered); (ii) the sum of the present fair saleable value
of  the  assets  of  the  Customer and each Business Guarantor on a consolidated
basis  will  exceed  the  probable  liability  of  such  person  on  its "debts"
(including  any  guaranties  made  by it or other contingent liabilities); (iii)
neither  the  Customer  nor any Business Guarantor will have incurred or intends
to, or believes that it will, incur debts beyond its ability to pay such "debts"
as such "debts" mature (taking into account the timing and amounts of cash to be
received  by  such person from any source, and of amounts to be payable on or in
respect  of  "debts"  of such person and the amounts referred to in clause (i));
and  (iv)  the Customer and each Business Guarantor will have sufficient capital
with which to conduct its present and proposed business and the property of each
such person does not constitute unreasonably small capital with which to conduct
its  present  or  proposed business.  For purposes hereof, the term "debt" shall
mean  any liability on a claim, and the term "claim" shall mean (a) any right to
payment  whether  or  not  such  right  is  reduced  to  judgment,  liquidated,
unliquidated,  fixed, contingent, matured, unmatured, disputed (other than those
being  disputed  in  good  faith),  undisputed,  legal,  equitable,  secured  or
unsecured,  or (b) any right to an equitable remedy for breach of performance if
such  breach  gives  rise  to a payment, whether or not such right is reduced to
judgment,  liquidated,  unliquidated,  fixed,  contingent,  matured,  unmatured,
disputed,  undisputed,  legal,  equitable,  secured  or  unsecured.

3.4  COLLATERAL
(a)  Pledge of Collateral. To secure payment and performance of the Obligations,
Customer  hereby  pledges, assigns, transfers and sets over to MLBFS, and grants
to  MLBFS  first liens and security interests in and upon all of the Collateral,
subject  only  to  priorities  afforded  to  Permitted  Liens.
(b)  Liens.  Except  upon the prior written consent of MLBFS, Customer shall not
create  or  permit  to  exist any lien, encumbrance or security interest upon or
with  respect  to  any  Collateral  now  owned  or hereafter acquired other than
Permitted  Liens.
(c)  Performance  of  Obligations. Customer shall perform all of its obligations
owing  on account of or with respect to the Collateral; it being understood that
nothing herein, and no action or inaction by MLBFS, under this Loan Agreement or
otherwise,  shall  be  deemed  an  assumption by MLBFS of any of Customer's said
obligations.
(d)  Sales  and  Collections.  Customer  shall  not  sell, transfer or otherwise
dispose of any Collateral, except that so long as no Event of Default shall have
occurred and be continuing, Customer may in the ordinary course of its business:
(i)  sell  any Inventory normally held by Customer for sale, (ii) use or consume
any materials and supplies normally held by Customer for use or consumption, and
(iii)  collect  all  of  its  Accounts.
(e) Account Schedules. Upon the request of MLBFS, which may be made from time to
time,  Customer  shall  deliver  to  MLBFS, in addition to the other information
required  hereunder,  a  schedule  identifying, for each Account and all Chattel
Paper  subject  to  MLBFS'  security interests hereunder, each account debtor by
name and address and amount, invoice or contract number and date of each invoice
or  contract.  Customer  shall furnish to MLBFS such additional information with
respect  to  the Collateral, and amounts received by Customer as proceeds of any
of  the  Collateral,  as  MLBFS  may  from  time  to  time  reasonably  request.
(f) Alterations and Maintenance. Except upon the prior written consent of MLBFS,
Customer  shall  not  make  or  permit  any material alterations to any tangible
Collateral  which might materially reduce or impair its market value or utility.
Customer  shall  at all times (i) keep the tangible Collateral in good condition
and  repair,  reasonable  wear  and  tear  excepted, (ii) protect the Collateral
against  loss,  damage  or  destruction  and  (iii)  pay or cause to be paid all
obligations  arising from the repair and maintenance of such Collateral, as well
as  all  obligations  with respect to any Location of Tangible Collateral (e.g.,
all obligations under any lease, mortgage or bailment agreement), except for any
such  obligations  being  contested  by  Customer  in  good faith by appropriate
proceedings.
(g) Location. Except for movements required in the ordinary course of Customer's
business, Customer shall give MLBFS 30 days' prior written notice of the placing
at  or movement of any tangible Collateral to any location other than a Location
of  Tangible Collateral. In no event shall Customer cause or permit any material
tangible  Collateral  to  be  removed from the United States without the express
prior  written consent of MLBFS. Customer will keep its books and records at its
principal  office  address  specified  in  the  first  paragraph  of  this  Loan
Agreement.  Customer  will  not  change  the address where books and records are
kept, or change its name or taxpayer identification number.  Customer will place
a  legend  acceptable  to  MLBFS  on all Chattel Paper that is Collateral in the
possession  or control of Customer from time to time indicating that MLBFS has a
security  interest  therein.
(h)  Insurance.  Customer  shall  insure  all of the tangible Collateral under a
policy  or  policies of physical damage insurance for the full replacement value
thereof against such perils as MLBFS shall reasonably require and also providing
that  losses  will be payable to MLBFS as its interests may appear pursuant to a
lender's  or  mortgagee's long form loss payable endorsement and containing such
other  provisions as may be reasonably required by MLBFS. Customer shall further
provide  and  maintain  a  policy  or  policies  of commercial general liability
liability  insurance  naming  MLBFS as an additional party insured. Customer and
each  Business  Guarantor shall maintain such other insurance as may be required
by  law  or  is  customarily  maintained  by  companies in a similar business or
otherwise  reasonably  required  by  MLBFS.  All  such  insurance policies shall
provide  that  MLBFS  will receive not less than 10 days prior written notice of
any  cancellation, and shall otherwise be in form and amount and with an insurer
or  insurers reasonably acceptable to MLBFS. Customer shall furnish MLBFS with a
copy or certificate of each such policy or policies and, prior to any expiration
or  cancellation,  each  renewal  or  replacement  thereof.
(i)  Event of Loss. Customer shall at its expense promptly repair all repairable
damage  to  any tangible Collateral. In the event that there is an Event of Loss
and  the  affected  Collateral  had  a  value  prior  to  such  Event of Loss of
$25,000.00  or  more, then, on or before the first to occur of (i) 90 days after
the occurrence of such Event of Loss, or (ii) 10 Business Days after the date on
which  either  Customer  or  MLBFS  shall  receive  any proceeds of insurance on
account  of  such  Event  of  Loss,  or  any  underwriter  of  insurance on such
Collateral  shall advise either Customer or MLBFS that it disclaims liability in
respect  of  such  Event  of  Loss, Customer shall, at Customer's option, either
replace  the Collateral subject to such Event of Loss with comparable Collateral
free  of  all liens other than Permitted Liens (in which event Customer shall be
entitled  to  utilize the proceeds of insurance on account of such Event of Loss
for  such  purpose,  and  may  retain any excess proceeds of such insurance), or
permanently  prepay  the Obligations by an amount equal to the actual cash value
of such Collateral as determined by either the insurance company's payment (plus
any  applicable  deductible)  or,  in  absence  of insurance company payment, as
reasonably  determined  by  MLBFS;  it  being  further  understood that any such
permanent prepayment shall cause an immediate permanent reduction in the Loan in
the  amount  of  such  prepayment  and shall not reduce the amount of any future
reductions  in  the  Loan  that  may be required hereunder.  Notwithstanding the
foregoing,  if  at  the  time  of  occurrence  of such Event of Loss or any time
thereafter  prior  to  replacement  or line reduction, as aforesaid, an Event of
Default  shall  have occurred and be continuing hereunder, then MLBFS may at its
sole  option,  exercisable  at  any  time  while  such Event of Default shall be
continuing,  require  Customer  to  either replace such Collateral or prepay the
Obligations,  as  aforesaid.
(j)  Notice of Certain Events. Customer shall give MLBFS immediate notice of any
attachment,  lien, judicial process, encumbrance or claim affecting or involving
$100,000.00  or  more  of  the  Collateral.
(k)  Indemnification.  Customer  shall indemnify, defend and save MLBFS harmless
from  and  against  any  and all claims, liabilities, losses, costs and expenses
(including,  without limitation, reasonable attorneys' fees and expenses) of any
nature whatsoever which may be asserted against or incurred by MLBFS arising out
of or in any manner occasioned by (i) the ownership, collection, possession, use
or  operation  of any Collateral, or (ii) any failure by Customer to perform any
of  its  obligations hereunder; excluding, however, from said indemnity any such
claims,  liabilities,  etc.  arising directly out of the willful wrongful act or
gross  negligence  (but  not imputed) of MLBFS. This indemnity shall survive the
expiration  or  termination  of this Loan Agreement as to all matters arising or
accruing  prior  to  such  expiration  or  termination.
3.5  EVENTS  OF  DEFAULT
The  occurrence  of  any  of  the following events shall constitute an "Event of
Default"  under  this  Loan  Agreement:
(a)  Failure  to  Pay.  Customer  shall fail to pay when due any amount owing by
Customer  to  MLBFS  under the Note or this Loan Agreement, or shall fail to pay
when  due  any  other  Obligations, and any such failure shall continue for more
than  five  (5) Business Days after written notice thereof shall have been given
by  MLBFS  to  Customer.
(b)  Failure  to  Perform.  Any Credit Party shall default in the performance or
observance  of any covenant or agreement on its part to be performed or observed
under  this  Loan  Agreement,  the  Note or any of the other Loan Documents (not
constituting  an  Event  of Default under any other clause of this Section), and
such  default  shall  continue  unremedied  for ten (10) Business Days (i) after
written  notice thereof shall have been given by MLBFS to Customer, or (ii) from
Customer's  receipt  of  any  notice or knowledge of such default from any other
source.
(c)  Breach of Warranty. Any representation or warranty made by any Credit Party
contained  in  this  Loan Agreement, the Note or any of the other Loan Documents
shall  at  any  time  prove  to have been incorrect in any material respect when
made.
(d)  Default  Under  Other  ML  Agreement.  A default or event of default by any
Credit  Party  shall occur under the terms of any other agreement, instrument or
document  with  or  intended  for  the  benefit of MLBFS, MLPF&S or any of their
affiliates,  and  any required notice shall have been given and required passage
of  time  shall  have  elapsed.
(e)  Bankruptcy  Event.  Any  Bankruptcy  Event  shall  occur.
(f)  Material  Impairment.  Any  event  shall occur which shall reasonably cause
MLBFS  to in good faith believe that the prospect of full payment or performance
by  the  Credit  Parties  of  any of their respective liabilities or obligations
under  this  Loan Agreement, the Note or any of the other Loan Documents or such
Guarantor  is  a  party  has  been  materially impaired. The existence of such a
material  impairment  shall be determined in a manner consistent with the intent
of  Section  1-208  of  the  UCC.
(g)  Default  Under Other Agreements. Any event shall occur which results in any
default  of  any  material agreement involving any Credit Party or any agreement
evidencing  any  indebtedness  of  any  Credit  Party  of  $100,000.00  or more.
(h) Collateral Impairment. The loss, theft or destruction of any Collateral, the
occurrence  of any material deterioration or impairment of any Collateral or any
material  decline  or depreciation in the value or market price thereof (whether
actual  or  reasonably  anticipated),  which  causes any Collateral, in the sole
opinion  of  MLBFS,  to  become  unsatisfactory as to value or character, or any
levy,  attachment,  seizure  or  confiscation  of  the  Collateral  which is not
released  within  ten  (10)  Business  Days.
(i)  Contested  Obligation.  (i)  Any of the Loan Documents shall for any reason
cease  to  be,  or are asserted by any Credit Party not to be a legal, valid and
binding  obligations  of  any Credit Party, enforceable in accordance with their
terms;  or  (ii)  the  validity, perfection or priority of MLBFS' first lien and
security  interest on any of the Collateral is contested by any Person; or (iii)
any  Credit  Party  shall  or  shall  attempt  to  repudiate, revoke, contest or
dispute,  in  whole  or  in part, such Credit Party's obligations under any Loan
Document.
(j) Judgments. A judgment shall be entered against any Credit Party in excess of
$100,000  and  the  judgment  is  not paid in full and discharged, or stayed and
bonded  to  the  satisfaction  of  MLBFS.
(k)  Change  in  Control/Change  in Management. (i) Any direct or indirect sale,
conveyance,  assignment  or other transfer of or grant of a security interest in
any  ownership  interest  of  any  Credit  Party which results, or if any rights
related  thereto  were  exercised would result, in any change in the identity of
the  individuals  or entities previously in control of any Credit Party; or (ii)
the  owner(s) of the controlling equity interest of any Credit Party on the date
hereof shall cease to own and control such Credit Party; or (iii) the Person (or
a  replacement  who  is  reasonably  satisfactory  to  MLBFS  ) who is the chief
executive  officer or holds such similar position, or any senior manager of such
Credit  Party  on  the  date  hereof  shall for any reason cease to be the chief
executive  officer  or  senior  manager  of  the  Credit  Party.
(l)  Withdrawal,  Death, etc. The incapacity, death, withdrawal, dissolution, or
the  filing  for  dissolution  of: (i) any Credit Party; or (ii) any controlling
shareholder,  partner,  or  member  of  any  Credit  Party.
3.6  REMEDIES

(a) Remedies Upon Default. Upon the occurrence and during the continuance of any
Event  of Default, MLBFS may at its sole option do any one or more or all of the
following,  at  such  time and in such order as MLBFS may in its sole discretion
choose:

(i) Termination. MLBFS may without notice terminate its obligation to extend any
credit  to  or  for  the benefit of Customer (it being understood, however, that
upon  the  occurrence  of  any  Bankruptcy  Event  all  such  obligations  shall
automatically  terminate  without  any  action  on  the  part  of  MLBFS).

(ii)  Acceleration.  MLBFS  may  declare  the  principal of and interest and any
premium  on the Note, and all other Obligations to be forthwith due and payable,
whereupon  all  such  amounts  shall  be  immediately  due  and payable, without
presentment,  demand  for  payment,  protest  and  notice  of protest, notice of
dishonor, notice of acceleration, notice of intent to accelerate or other notice
or  formality  of  any kind, all of which are hereby expressly waived; provided,
however,  that  upon  the occurrence of any Bankruptcy Event all such principal,
interest,  premium  and  other  Obligations  shall  automatically become due and
payable  without  any  action  on  the  part  of  MLBFS.

(iii)  Exercise Other Rights. MLBFS may exercise any or all of the remedies of a
secured party under applicable law and in equity, including, but not limited to,
the  UCC,  and  any  or  all  of  its  other  rights and remedies under the Loan
Documents.

(iv)  Possession.  MLBFS  may  require  Customer  to make the Collateral and the
records pertaining to the Collateral available to MLBFS at a place designated by
MLBFS  which is reasonably convenient to Customer, or may take possession of the
Collateral  and  the records pertaining to the Collateral without the use of any
judicial  process  and  without  any  prior  notice  to  Customer.

(v)  Sale. MLBFS may sell any or all of the Collateral at public or private sale
upon  such terms and conditions as MLBFS may reasonably deem proper, whether for
cash,  on credit, or for future delivery, in bulk or in lots. MLBFS may purchase
any  Collateral at any such sale free of Customer's right of redemption, if any,
which  Customer expressly waives to the extent not prohibited by applicable law.
The  net  proceeds  of  any  such  public  or private sale and all other amounts
actually  collected  or  received  by MLBFS pursuant hereto, after deducting all
costs and expenses incurred at any time in the collection of the Obligations and
in the protection, collection and sale of the Collateral, will be applied to the
payment  of  the  Obligations,  with  any remaining proceeds paid to Customer or
whoever  else  may  be  entitled  thereto,  and with Customer and each Guarantor
remaining  jointly  and  severally  liable for any amount remaining unpaid after
such  application.

(vi) Delivery of Cash, Checks, Etc. MLBFS may require Customer to forthwith upon
receipt,  transmit  and deliver to MLBFS in the form received, all cash, checks,
drafts  and other instruments for the payment of money (properly endorsed, where
required, so that such items may be collected by MLBFS) which may be received by
Customer  at  any time in full or partial payment of any Collateral, and require
that  Customer not commingle any such items which may be so received by Customer
with any other of its funds or property but instead hold them separate and apart
and  in  trust  for  MLBFS  until  delivery  is  made  to  MLBFS.

(vii)  Notification of Account Debtors. MLBFS may notify any account debtor that
its  Account or Chattel Paper has been assigned to MLBFS and direct such account
debtor to make payment directly to MLBFS of all amounts due or becoming due with
respect  to  such  Account  or  Chattel Paper; and MLBFS may enforce payment and
collect,  by  legal  proceedings  or  otherwise,  such Account or Chattel Paper.

(viii)  Control  of  Collateral.  MLBFS may otherwise take control in any lawful
manner of any cash or non-cash items of payment or proceeds of Collateral and of
any  rejected, returned, stopped in transit or repossessed goods included in the
Collateral  and endorse Customer's name on any item of payment on or proceeds of
the  Collateral.

(b)  Set-Off.  MLBFS shall have the further right upon the occurrence and during
the  continuance of an Event of Default to set-off, appropriate and apply toward
payment  of  any  of  the Obligations, in such order of application as MLBFS may
from  time  to time and at any time elect, any cash, credit, deposits, accounts,
financial  assets,  investment  property,  securities  and any other property of
Customer  which  is  in  transit  to or in the possession, custody or control of
MLBFS,  MLPF&S  or  any agent, bailee, or affiliate of MLBFS or MLPF&S. Customer
hereby  collaterally  assigns and grants to MLBFS a continuing security interest
in  all  such  property  as  Collateral  and  as  additional  security  for  the
Obligations.  Upon  the  occurrence  and  during  the continuance of an Event of
Default,  MLBFS  shall  have all rights in such property available to collateral
assignees  and  secured  parties  under  all applicable laws, including, without
limitation,  the  UCC.

(c)  Power of Attorney. Effective upon the occurrence and during the continuance
of  an  Event  of  Default,  Customer  hereby  irrevocably appoints MLBFS as its
attorney-in-fact, with full power of substitution, in its place and stead and in
its name or in the name of MLBFS, to from time to time in MLBFS' sole discretion
take  any action and to execute any instrument which MLBFS may deem necessary or
advisable  to  accomplish the purposes of this Loan Agreement and the other Loan
Documents,  including,  but  not limited to, to receive, endorse and collect all
checks,  drafts  and  other instruments for the payment of money made payable to
Customer  included in the Collateral. The powers of attorney granted to MLBFS in
this  Loan  Agreement are coupled with an interest and are irrevocable until the
Obligations  have  been  indefeasibly  paid  in full and fully satisfied and all
obligations  of  MLBFS  under  this  Loan  Agreement  have  been  terminated.

(d)  Remedies  are  Severable  and  Cumulative. All rights and remedies of MLBFS
herein  are  severable  and  cumulative  and in addition to all other rights and
remedies  available  in the Note, the other Loan Documents, at law or in equity,
and  any one or more of such rights and remedies may be exercised simultaneously
or  successively.

(e) No Marshalling.  MLBFS shall be under no duty or obligation to (i) preserve,
protect  or  marshall the Collateral; (ii) preserve or protect the rights of any
Credit  Party  or any other Person claiming an interest in the Collateral; (iii)
realize  upon  the  Collateral  in  any  particular  order  or manner, (iv) seek
repayment  of  any  Obligations  from  any particular source; (v) proceed or not
proceed  against any Credit Party pursuant to any guaranty or security agreement
or  against  any  Credit  Party  under  the Loan Documents, with or without also
realizing  on the Collateral; (vi) permit any substitution or exchange of all or
any part of the Collateral; or (vii) release any part of the Collateral from the
Loan  Agreement  or  any  of  the  other  Loan  Documents,  whether  or not such
substitution  or  release  would  leave  MLBFS  adequately  secured.

(f)  Notices. To the fullest extent permitted by applicable law, Customer hereby
irrevocably  waives  and  releases MLBFS of and from any and all liabilities and
penalties for failure of MLBFS to comply with any statutory or other requirement
imposed  upon MLBFS relating to notices of sale, holding of sale or reporting of
any sale, and Customer waives all rights of redemption or reinstatement from any
such  sale.  Any  notices  required under applicable law shall be reasonably and
properly  given  to  Customer  if given by any of the methods provided herein at
least  5  Business  Days  prior  to taking action. MLBFS shall have the right to
postpone  or  adjourn  any  sale  or other disposition of Collateral at any time
without  giving  notice  of  any  such postponed or adjourned date. In the event
MLBFS seeks to take possession of any or all of the Collateral by court process,
Customer  further  irrevocably waives to the fullest extent permitted by law any
bonds and any surety or security relating thereto required by any statute, court
rule  or  otherwise  as  an  incident  to  such  possession,  and any demand for
possession  prior  to  the  commencement  of  any  suit  or  action.

3.7  MISCELLANEOUS

(a)  Non-Waiver.  No  failure  or  delay  on the part of MLBFS in exercising any
right,  power  or remedy pursuant to this Loan Agreement, the Note or any of the
other Loan Documents shall operate as a waiver thereof, and no single or partial
exercise  of any such right, power or remedy shall preclude any other or further
exercise  thereof,  or the exercise of any other right, power or remedy. Neither
any waiver of any provision of this Loan Agreement, the Note or any of the other
Loan Documents, nor any consent to any departure by Customer therefrom, shall be
effective unless the same shall be in writing and signed by MLBFS. Any waiver of
any  provision  of  this  Loan  Agreement,  the  Note  or  any of the other Loan
Documents  and  any  consent to any departure by Customer from the terms of this
Loan  Agreement,  the Note or any of the other Loan Documents shall be effective
only  in  the  specific  instance  and for the specific purpose for which given.
Except  as  otherwise  expressly  provided  herein,  no  notice  to or demand on
Customer  shall  in  any case entitle Customer to any other or further notice or
demand  in  similar  or  other  circumstances.
(b)  Disclosure.  Customer  hereby  irrevocably authorizes MLBFS and each of its
affiliates,  including without limitation MLPF&S, to at any time (whether or not
an Event of Default shall have occurred) obtain from and disclose to each other,
and  to  any  third party in connection with Section 3.7 (h) herein, any and all
financial  and  other  information  about Customer. Customer further irrevocably
authorizes  MLBFS  to contact, investigate, inquire and obtain consumer reports,
references  and  other  information on Customer from consumer reporting agencies
and  other  credit  reporting  services,  former or current creditors, and other
persons  and sources (including, without limitation, any Affiliate of MLBFS) and
to  provide  to  any  references,  consumer reporting agencies, credit reporting
services,  creditors  and  other  persons  and  sources  (including,  without
limitation,  Affiliates  of  MLBFS)  all financial, credit and other information
obtained  by  MLBFS  relating  to  the  Customer.
(c)  Communications. Delivery of an agreement, instrument or other document may,
at the discretion of MLBFS, be by electronic transmission. Except as required by
law  or  otherwise  provided  herein or in a writing executed by the party to be
bound, all notices demands, requests, accountings, listings, statements, advices
or  other  communications  to  be  given  under  the  Loan Documents shall be in
writing,  and  shall  be  served  either personally, by deposit with a reputable
overnight  courier with charges prepaid, or by deposit in the United States mail
by  certified mail return receipt required. Notices may be addressed to Customer
as  set  forth  at its address shown in the preamble hereto, or to any office to
which  billing  or account statements are sent; to MLBFS at its address shown in
the  preamble  hereto,  or at such other address designated in writing by MLBFS.
Any  such  communication shall be deemed to have been given upon, in the case of
personal  delivery  the date of delivery, one Business Day after deposit with an
overnight  courier,  two (2) Business Days after deposit in the United States by
certified  mail (return receipt required), or receipt of electronic transmission
(which shall be presumed to be three hours after the time of transmission unless
an error message is received by the sender), except that any notice of change of
address  shall  not  be  effective  until  actually  received.
(d)  Fees, Expenses and Taxes. Customer shall upon demand pay or reimburse MLBFS
for:  (i)  all UCC, real property or other filing, recording and search fees and
expenses  incurred  by  MLBFS in connection with the verification, perfection or
preservation  of  MLBFS'  rights  hereunder  or  in  any Collateral or any other
collateral  for  the  Obligations;  (ii)  any and all stamp, transfer, mortgage,
intangible,  document,  filing,  recording  and  other taxes and fees payable or
determined  to  be  payable  in  connection with the borrowings hereunder or the
execution, delivery, filing and/or recording of the Loan Documents and any other
instruments  or  documents  provided  for herein or delivered or to be delivered
hereunder  or  in  connection  herewith;  and  (iii)  all fees and out-of-pocket
expenses  (including  attorneys'  fees  and legal expenses) incurred by MLBFS in
connection  with  the  preparation,  execution,  administration,  collection,
enforcement,  protection,  waiver  or amendment of this Loan Agreement, or under
any of the other Loan Documents and such other instruments or documents, and the
rights  and  remedies  of  MLBFS  thereunder and all other matters in connection
therewith.  The  obligations  of Customer under this paragraph shall survive the
expiration  or termination of this Loan Agreement and the discharge of the other
Obligations.
(e)  Right to Perform Obligations. If Customer shall fail to do any act or thing
which  it  has  covenanted  to  do  under this Loan Agreement or any of the Loan
Documents,  or  any representation or warranty on the part of Customer contained
in  this  Loan  Agreement  or any of the Loan Documents shall be breached, MLBFS
may,  in  its  sole  discretion, after 5 Business Days written notice is sent to
Customer (or such lesser notice, including no notice, as is reasonable under the
circumstances),  do  the  same or cause it to be done or remedy any such breach,
and  may  expend  its  funds for such purpose. Any and all reasonable amounts so
expended  by  MLBFS  shall  be  repayable to MLBFS by Customer upon demand, with
interest at the "Interest Rate" (as that item is defined in the Note) during the
period from and including the date funds are so expended by MLBFS to the date of
repayment,  and all such amounts shall be additional Obligations. The payment or
performance  by  MLBFS  of  any  of  Customer's  obligations hereunder shall not
relieve  Customer of said obligations or of the consequences of having failed to
pay or perform the same, and shall not waive or be deemed a cure of any Default.
(f)  Late  Charge.  Any payment required to be made by Customer pursuant to this
Loan Agreement or any of the Loan Documents not paid within ten (10) days of the
applicable  due date shall be subject to a late charge in an amount equal to the
lesser of: (i) 5% of the overdue amount, or (ii) the maximum amount permitted by
applicable  law.  Such  late  charge  shall  be  payable  on  demand.
(g)  Further  Assurances. Customer agrees to do such further acts and things and
to  execute  and  deliver  to  MLBFS such additional agreements, instruments and
documents  as  MLBFS  may reasonably require or deem advisable to effectuate the
purposes of this Loan Agreement, the Note or any of the other Loan Documents, or
to  establish, perfect and maintain MLBFS' security interests and liens upon the
Collateral, including, but not limited to: (i) executing financing statements or
amendments thereto when and as reasonably requested by MLBFS; and (ii) if in the
reasonable  judgment  of  MLBFS  it is required by local law, causing the owners
and/or mortgagees of the real property on which any Collateral may be located to
execute  and  deliver to MLBFS waivers or subordinations reasonably satisfactory
to  MLBFS  with  respect  to  any  rights  in  such  Collateral.
(h)  Binding  Effect. This Loan Agreement, the Note and the other Loan Documents
shall  be  binding  upon,  and shall inure to the benefit of MLBFS, Customer and
their  respective  successors and assigns. MLBFS reserves the right, at any time
while  the  Obligations  remain  outstanding,  to  sell,  assign,  syndicate  or
otherwise transfer or dispose of any or all of MLBFS' rights and interests under
the  Loan Documents.  MLBFS also reserves the right at any time to pool the Loan
with  one  or  more  other loans originated by MLBFS or any other Person, and to
securitize  or  offer  interests  in  such pool on whatever terms and conditions
MLBFS shall determine.  Customer consents to MLBFS releasing financial and other
information  regarding Credit Parties, the Collateral and the Loan in connection
with  any  such  sale, pooling, securitization or other offering. Customer shall
not  assign any of its rights or delegate any of its obligations under this Loan
Agreement, the Note or any of the other Loan Documents without the prior written
consent  of  MLBFS.  Unless otherwise expressly agreed to in a writing signed by
MLBFS,  no  such  consent  shall  in  any  event  relieve Customer of any of its
obligations  under  this  Loan  Agreement,  the  Note  or  any of the other Loan
Documents.
(i)  Interpretation;  Construction.  (i)  Captions  and  section  and  paragraph
headings  in  this  Loan Agreement are inserted only as a matter of convenience,
and  shall  not affect the interpretation hereof; (ii) no provision of this Loan
Agreement  shall be construed against a particular Person or in favor of another
Person  merely  because  of  which  Person  (or  its  representative) drafted or
supplied  the  wording for such provision; and (iii) where the context requires:
(a)  use  of the singular or plural incorporates the other, and (b) pronouns and
modifiers  in  the masculine, feminine or neuter gender shall be deemed to refer
to  or  include  the  other  genders.
(j) Governing Law. This Loan Agreement, the Note and, unless otherwise expressly
provided  therein,  each  of  the other Loan Documents, shall be governed in all
respects by the laws of the State of Illinois, not including its conflict of law
provisions.
(k)  Severability  of Provisions. Whenever possible, each provision of this Loan
Agreement,  the  Note  and the other Loan Documents shall be interpreted in such
manner  as to be effective and valid under applicable law. Any provision of this
Loan  Agreement, the Note or any of the other Loan Documents which is prohibited
or  unenforceable  in  any  jurisdiction  shall,  as  to  such  jurisdiction, be
ineffective  only  to the extent of such prohibition or unenforceability without
invalidating  the  remaining provisions of this Loan Agreement, the Note and the
other  Loan  Documents  or  affecting  the  validity  or  enforceability of such
provision  in  any  other  jurisdiction.
(l)  Term.  This Loan Agreement shall become effective when accepted by MLBFS at
its office in Chicago, Illinois, and subject to the terms hereof, shall continue
in  effect  so  long  thereafter as there shall be any moneys owing hereunder or
under  the  Note,  or there shall be any other Obligations outstanding. Customer
hereby  waives  notice  of  acceptance  of  this  Loan  Agreement  by  MLBFS.
(m)  Exhibits.  The  exhibits to this Loan Agreement are hereby incorporated and
made  a  part  hereof  and  are  an  integral  part  of  this  Loan  Agreement.
(n)  Counterparts.  This  Loan  Agreement  may  be  executed  in  one  or  more
counterparts  which, when taken together, constitute one and the same agreement.
(o)  Jurisdiction;  Waiver.  Customer  acknowledges  that this Loan Agreement is
being  accepted by MLBFS in partial consideration of MLBFS' right and option, in
its  sole  discretion,  to  enforce  the  Loan  Documents in either the State of
Illinois  or  in  any other jurisdiction where Customer or any Collateral may be
located.  Customer  irrevocably  submits  itself to jurisdiction in the State of
Illinois  and venue in any state or federal court in the County of Cook for such
purposes,  and  Customer  waives any and all rights to contest said jurisdiction
and  venue  and  the  convenience  of  any such forum, and any and all rights to
remove  such  action  from  state  to federal court. Customer further waives any
rights  to  commence  any action against MLBFS in any jurisdiction except in the
County  of  Cook and State of Illinois. Customer agrees that all such service of
process  shall be made by mail or messenger directed to it in the same manner as
provided for notices to Customer in this Loan Agreement and that service so made
shall  be deemed to be completed upon the earlier of actual receipt or three (3)
days  after  the  same  shall  have been posted to Customer or Customer's agent.
Nothing  contained herein shall affect the right of MLBFS to serve legal process
in  any  other manner permitted by law or affect the right of MLBFS to bring any
action or proceeding against Customer or its property in the courts of any other
jurisdiction.  Customer  waives,  to  the  extent  permitted by law, any bond or
surety  or security upon such bond which might, but for this waiver, be required
of  MLBFS.  Customer  further  waives  the  right  to  bring  any non-compulsory
counterclaims.
(p)  Jury  Waiver.  MLBFS  and  Customer hereby each expressly waive any and all
rights  to  a trial by jury in any action, proceeding or counterclaim brought by
either  of  the  parties  against  the  other  party  with respect to any matter
relating  to,  arising  out  of  or  in  any  way  connected  with the Loan, the
Obligations,  this Loan Agreement, any of the other Loan Documents and/or any of
the  transactions  which  are  the  subject  matter  of  this  Loan  Agreement.
(q)  Integration.  This  Loan Agreement, together with the other Loan Documents,
constitutes the entire understanding and represents the full and final agreement
between  the  parties  with respect to the subject matter hereof, and may not be
contradicted  by  evidence of prior written agreements or prior, contemporaneous
or  subsequent  oral  agreements  of  the  parties.  There are no unwritten oral
agreements of the parties. Without limiting the foregoing, Customer acknowledges
that:  (i)  no promise or commitment has been made to it by MLBFS, MLPF&S or any
of their respective employees, agents or representatives to make any Loan on any
terms  other  than  as  expressly set forth herein, or to make any other loan or
otherwise  extend  any  other  credit  to  Customer or any other party; and (ii)
except  as  otherwise  expressly provided herein, this Loan Agreement supersedes
and  replaces  any  and  all  proposals,  letters  of  intent  and  approval and
commitment  letters  from MLBFS to Customer, none of which shall be considered a
Loan  Document.  No  amendment  or  modification of any of the Loan Documents to
which  Customer is a party shall be effective unless in a writing signed by both
MLBFS  and  Customer.
(r)  Survival.  All  representations,  warranties,  agreements  and  covenants
contained  in  the  Loan Documents shall survive the signing and delivery of the
Loan  Documents,  and  all  of  the waivers made and indemnification obligations
undertaken  by Customer shall survive the termination, discharge or cancellation
of  the  Loan  Documents.
(s)  Customer's  Acknowledgments.  The  Customer acknowledges that the Customer:
(i)  has had ample opportunity to consult with counsel and such other parties as
deemed  advisable  prior  to  signing and delivering this Loan Agreement and the
other Loan Documents; (ii) understands the provisions of this Loan Agreement and
the  other  Loan  Documents,  including all waivers contained therein; and (iii)
signs  and  delivers this Loan Agreement and the other Loan Documents freely and
voluntarily,  without  duress  or  coercion.
This Loan Agreement and the other Loan Documents are executed under seal and are
intended  to  take  effect  as  sealed  instruments.
IN WITNESS WHEREOF, this Loan Agreement has been executed as of the day and year
first  above  written.

ORBIT  INTERNATIONAL  CORP.


By:  /s/  Dennis  Sunshine     /s/  Mitchell  Binder
     Signature  (1)            Signature  (2)

     Dennis  Sunshine          Mitchell  Binder
     Printed  Name             Printed  Name

     President                 Vice  President
     Title                     Title


Accepted  at  Chicago,  Illinois:
MERRILL  LYNCH  BUSINESS  FINANCIAL  SERVICES  INC.


By:







EXHIBIT  A
ATTACHED  TO AND HEREBY MADE A PART OF TERM LOAN AND SECURITY AGREEMENT DATED AS
OF  APRIL  4,  2005  BETWEEN  MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC. AND
ORBIT  INTERNATIONAL  CORP.

Additional  Locations  of  Tangible  Collateral:

80  Cabot  Court
Hauppauge,  NY  11788