MERRILL  LYNCH                                        EXHIBIT  10.5

$5,000,000.00                                        April  4,  2005



COLLATERAL  INSTALLMENT  NOTE

FOR  VALUE  RECEIVED,  ORBIT  INTERNATIONAL  CORP.,  a corporation organized and
existing under the laws of the State of Delaware ("Customer") hereby promises to
pay  to  the  order  of  MERRILL  LYNCH  BUSINESS  FINANCIAL  SERVICES  INC.,  a
corporation  organized  and  existing  under  the  laws of the State of Delaware
("MLBFS"),  in  lawful  money  of  the  United States, the principal sum of Five
Million  Dollars  ($5,000,000.00),  or  if  more  or  less, the aggregate amount
advanced  by  MLBFS  to  Customer  pursuant  to  the  Loan  Agreement (the "Loan
Amount");  together with interest on the unpaid balance of the Loan Amount, from
the  Closing  Date  until  payment,  at  the  Interest  Rate,  as  follows:

1.  DEFINITIONS.

(a)  In  addition  to  terms defined elsewhere in this Note, as used herein, the
following  terms  shall  have  the  following  meanings:

(i)  "Closing  Date"  shall  mean  the  date  of advancement of funds hereunder.
(ii)  "Excess Interest" shall mean any amount or rate of interest (including the
Default  Rate and, to the extent that they may be deemed to constitute interest,
any  prepayment  fees, late charges and other fees and charges) payable, charged
or  received  in  connection  with  any  of the Loan Documents which exceeds the
maximum  amount  or  rate  of  interest  permitted  under  applicable  law.
(iii)  "Interest  Rate" shall mean a variable per annum rate equal to the sum of
(i)  2.25%  per annum, and (ii) the interest rate from time to time published in
the  "Money  Rates"  section  of The Wall Street Journal as the one-month London
Interbank  Offered Rate (the "One-Month LIBOR"). Notwithstanding anything to the
contrary, if more than one rate is so published, then the interest rate shall be
the  highest  of  such  published rates. The Interest Rate will change as of the
date  of  publication  in  The  Wall Street Journal of a One-Month LIBOR that is
different  from  that published on the preceding Business Day. In the event that
The  Wall  Street  Journal  shall,  for any reason, fail or cease to publish the
One-Month  LIBOR,  MLBFS  will choose a reasonably comparable index or source to
use  as  the  basis  for  the  Interest  Rate.
(iv)  "Loan  Agreement" shall mean that certain TERM LOAN AND SECURITY AGREEMENT
dated  as  of  the  date hereof between Customer and MLBFS, as the same may have
been  or  may  hereafter  be  amended  or  supplemented.
(v)  "Note"  shall  mean  this  COLLATERAL  INSTALLMENT  NOTE.
(b)  Capitalized terms used herein and not defined herein shall have the meaning
set forth in the Loan Agreement. Without limiting the foregoing, the terms "Loan
Documents",  "Bankruptcy Event" and "Event of Default" shall have the respective
meanings  set  forth  in  the  Loan  Agreement.

2.  PAYMENT AND OTHER TERMS. Customer shall pay the indebtedness under this Note
in 60 consecutive monthly installments commencing on the first day of the second
calendar  month  following  the  Closing Date and continuing on the first day of
each  calendar month thereafter until this Note shall be paid in full. The first
59  such installments shall each be in an amount equal to the sum of (i) accrued
interest,  and  (ii)  1/84th of the Loan Amount (with the first such installment
including  interest  accrued from the date of funding), and the 60th installment
shall  be  a  balloon  in  an  amount  equal  to the sum of all accrued interest
hereunder,  the  then  unpaid  principal  balance hereof and all other sums then
payable  hereunder.

Each  payment received hereunder shall be applied first to any fees and expenses
of  MLBFS  payable by Customer under the terms of the Loan Agreement (including,
without  limitation,  late  charges),  next  to accrued interest at the Interest
Rate,  with the balance applied on account of the unpaid principal hereof, or in
such  other  manner  as the holder hereof may hereinafter determine from time to
time  for  the  allocation  of  such payments thereof. Any part of the principal
hereof  or  interest  hereon  or  other sums payable hereunder or under the Loan
Agreement  not  paid  within  ten  (10) days of the applicable due date shall be
subject to a late charge equal to the lesser of (i) 5% of the overdue amount, or
(ii) the maximum amount permitted by law. All interest shall accrue daily on the
outstanding  balance  and be computed on the basis of actual days elapsed over a
360-day  year.  All  sums payable hereunder shall be payable at 2356 Collections
Center  Drive,  Chicago, Illinois 60693, or at such other place or places as the
holder  hereof  may  from  time  to  time  appoint  in  writing.

Customer may prepay this Note at any time in whole or in part without premium or
penalty.  Any  partial  prepayment  shall be applied to installments of the Loan
Amount  in  inverse  order  of  maturity.

This  Note is the Collateral Installment Note referred to in, and is entitled to
all  of  the  benefits of the Loan Agreement and any Loan Documents. If Customer
shall  fail  to pay when due any installment or other sum due hereunder, and any
such  failure  shall continue for more than five (5) Business Days after written
notice thereof shall have been given by the holder hereof to Customer, or if any
other Event of Default shall have occurred and be continuing, then at the option
of  the  holder  hereof  (or,  upon  the  occurrence  of  any  Bankruptcy Event,
automatically,  without  any  action  on  the part of the holder hereof), and in
addition  to  all  other  rights and remedies available to such holder under the
Loan  Agreement,  any  Loan  Documents, and otherwise, the entire Loan Amount at
such time remaining unpaid, together with accrued interest thereon and all other
sums  then owing by Customer under the Loan Agreement, may be declared to be and
thereby  become  immediately  due  and  payable.

It  is  expressly  understood,  however,  that  nothing  contained  in  the Loan
Agreement,  any other agreement, instrument or document executed by Customer, or
otherwise,  shall  affect  or  impair  the  right,  which  is  unconditional and
absolute,  of  the  holder  hereof to enforce payment of all sums due under this
Note at or after maturity, whether by acceleration or otherwise, or shall affect
the obligation of Customer, which is also unconditional and absolute, to pay the
sums  payable  under this Note in accordance with its terms. Except as otherwise
expressly  set  forth  herein  or  in the Loan Agreement, Customer hereby waives
presentment,  demand  for  payment,  protest  and  notice  of protest, notice of
dishonor,  notice  of acceleration, notice of intent to accelerate and all other
notices  and  formalities  in  connection  with  this  Note.

Wherever  possible  each  provision  of  this  Note shall be interpreted in such
manner  as  to be effective and valid under applicable law, but if any provision
of  this  Note  shall be prohibited by or invalid under such law, such provision
shall  be  ineffective  to  the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this
Note.  Notwithstanding  any  provision  to  the  contrary in this Note, the Loan
Agreement  or  any  of  the  Loan Documents, no provision of this Note, the Loan
Agreement  or  any of the Loan Documents shall require the payment or permit the
collection of any Excess Interest. Notwithstanding any provision to the contrary
in  any  of the Loan Documents, no provision of the Loan Documents shall require
the  payment or permit the collection of Excess Interest. If any Excess Interest
is provided for, or is adjudicated as being provided for, in this Note, the Loan
Agreement  or  any  of  the  Loan  Documents,  then:  (a)  Customer shall not be
obligated to pay any Excess Interest; and (b) If any Excess Interest is provided
for,  or  is adjudicated as being provided for, in, then: (i) Customer shall not
be obligated to pay any Excess Interest; and (ii) any Excess Interest that MLBFS
may have received under any of the Loan Documents shall, at the option of MLBFS,
be  applied  as a credit against the then unpaid principal balance of this Note,
or  accrued interest hereon not to exceed the maximum amount permitted by law or
refunded  to  the  payor  thereof,.

Upon  the  occurrence  and  during  the  continuance of any Default, but without
limiting  the  rights  and  remedies  otherwise  available to MLBFS hereunder or
waiving  such  Default,  the interest payable by Customer hereunder shall at the
option  of  MLBFS  accrue  and be payable at the Default Rate. The Default Rate,
once  implemented,  shall  continue to apply to the Obligations under this Note,
the Loan Agreement or any of the Loan Documents and be payable by Customer until
the  date MLBFS gives written notice (which shall not be unreasonably delayed or
withheld)  that  such  Default  has  been  cured  to  the satisfaction of MLBFS.

This  Note  shall  be  construed  in  accordance  with  the laws of the State of
Illinois  and  may be enforced by the holder hereof in any jurisdiction in which
the  Loan  Agreement  may  be  enforced.

IN  WITNESS  WHEREOF,  this Note has been executed by Customer 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