EXHIBIT 10.2



                     CUSTODY, PLEDGE AND SECURITY AGREEMENT
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     CUSTODY,  PLEDGE  AND  SECURITY  AGREEMENT,  dated  as  of  April  4,  2005
("Agreement"),  by  and  among ORBIT INTERNATIONAL CORP., a Delaware corporation
         --
("Pledgor"),  RICHARD A. HETHERINGTON, LARRY M. BATEMAN, JOANNE HETHERINGTON AND
STEPHEN HILL (each, a "Pledgee" and collectively, the "Pledgees") and Robinson &
Cole  LLP  a  Connecticut  limited  liability  partnership,  as  custodian  (the
"Custodian").
                              W I T N E S S E T H:
                              -------------------
     WHEREAS, Pledgees have sold all of the issued and outstanding capital stock
of  Tulip  Development  Laboratory, Inc. ("TDL, Inc.") and of TDL Manufacturing,
Inc.  ("TDLM") to Pledgor, (hereinafter collectively referred to as the "Pledged
Shares")  under  a Stock Purchase Agreement dated December 13, 2004 (the "SPA");
WHEREAS,  the  Purchase Price to be paid to the Pledgees, is evidenced by, among
other  things, Subordinated Promissory Notes from Pledgor to each Pledgee, dated
the  date  hereof (as amended, modified, restated or otherwise supplemented from
time  to  time,  the  "Notes"),  which  Notes  are  secured  by  this Agreement;
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WHEREAS,  Pledgor  has  agreed to execute and deliver to Pledgees this Agreement
pledging  the  Pledged  Shares as collateral for its obligations under the Notes
(the  "Obligations");
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WHEREAS,  Pledgees have each entered into a Subordination Agreement with Merrill
Lynch Business Financial Services, Inc. ("MLBFS"), pursuant to which they agreed
not  to take any action to foreclose or otherwise enforce their liens under such
agreement without the prior written consent of MLBFS, which consent shall not be
unreasonably  withheld;  and
WHEREAS,  capitalized terms used herein and not otherwise defined shall have the
meanings  given  to  them  in  the  Notes  and/or  the  SPA.
NOW,  THEREFORE, in consideration of the premises and to induce Pledgees to sell
the  Pledged  Shares to Pledgor, Pledgor does now hereby covenant and agree with
the  Pledgees  as  follows:
     1.     Pledge.  Pledgor  hereby  pledges, assigns and delivers to Pledgees,
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and grants to each Pledgee a continuing security interest in, the Pledged Shares
which  are  or will be owned either beneficially or of record by Pledgor as more
particularly  described  on  Exhibit  A  attached  hereto,  together  with  all
                             ----------
dividends,  interest,  proceeds and any other sums due or to become due thereon,
all  instruments, securities or other property at any time and from time to time
received,  receivable  or otherwise distributed in respect of or in exchange for
(as  dividends,  reclassification,  readjustment or other changes in the capital
structure  of  the  issuers  of such Pledged Shares, or otherwise) any or all of
such  Pledged  Shares,  all  general  intangibles  associated therewith, and all
proceeds  thereof (collectively, including the Pledged Shares, the "Collateral")
                                                                    ----------
as  security for the payment and performance of all indebtedness and obligations
owing  by  Pledgor  to  Pledgees  under the Notes and the SPA, whether direct or
indirect,  absolute  or  contingent,  due  or  to  become  due,  now existing or
hereafter  arising,  and  any  and  all  instruments,  documents  and agreements
evidencing,  securing or otherwise relating in any way to the Notes and the SPA,
and  further  including  all reasonable costs, expenses and attorneys' and other
professional fees incurred by Pledgees in connection with the collection of said
indebtedness  or in the enforcement, defense, protection or preservation of this
Agreement  or any of the Collateral, including without limitation, all costs and
expenses  incurred  in  connection  with  any  "workout"  or  default resolution
negotiations  involving  legal  counsel  or  other  professionals  and  any
re-negotiation  or  restructuring of any indebtedness of Pledgor under the Notes
and  the  SPA  (collectively,  the  "Secured  Obligations").
                                     --------------------
2.     Custody of the Pledged Shares.  The Pledgees hereby appoint the Custodian
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as  their  agent  to  receive  and  hold  Pledged  Shares for the benefit of the
Pledgees.  Such  Pledged  Shares, shall be beneficially owned by the Pledgor and
registered  in the name of Pledgor and delivered to the Custodian to be held for
the  benefit  of Pledgees.  The Custodian shall release such Pledged Shares only
in  accordance  with  Section  8  hereof.
3.     Representations,  Warranties and Covenants.  Pledgor represents, warrants
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and  covenants  to Pledgees that: (a) Pledgor has good and unencumbered title to
the Collateral, free and clear of all claims, pledges, liens, security interests
and  other encumbrances of every nature whatsoever, except the pledge granted to
Pledgees  hereunder;  (b) except as set forth in the Subordination Agreements to
which  Pledgor and Pledgees are both parties, Pledgor has the unrestricted right
to  make  this  pledge;  (c)  the  Collateral  is  duly and validly pledged with
Pledgees  in accordance with law; (d) Exhibit A hereto correctly sets forth 100%
                                      ---------
of  the  issued  and  outstanding  Common  Stock  of  TDL, Inc and TDLM owned by
Pledgor; (e) Pledgor will defend Pledgees' right and security interest in and to
the  Collateral  against  the  claims and demands of all persons whomsoever; (f)
Pledgor will not sell, convey or otherwise dispose of any of the Collateral, nor
will  it  create,  incur  or permit to exist any pledge, mortgage, lien, charge,
encumbrance  or  any  security  interest  whatsoever  with respect to any of the
Collateral  or  the  proceeds thereof; (g) Pledgor has full power, authority and
legal  right  to  execute,  deliver  and  perform  its  obligations  under  this
Agreement,  and  to  pledge,  assign and grant a security interest in all of the
Collateral  pursuant to this Agreement; (h) no consent or approval or the taking
of  any  other  action  in  respect  of  any party or of any public authority is
required as a condition to the validity or enforceability of this Agreement; (i)
except  as  set  forth in the SPA and evidenced by the Notes, the Pledged Shares
have  been  fully  paid  for; (j) there are no contractual restrictions upon the
voting  rights  or  the  transfer  of the Pledged Shares; and (k) the execution,
delivery  and  performance hereof, and the pledge and assignment of and granting
of a security interest in the Collateral hereunder, have been duly authorized by
all  necessary  action  of  Pledgor  and  do  not  contravene  any  law, rule or
regulation  or any judgment, decree or order of any tribunal or any agreement or
instrument  to  which Pledgor is a party or by which Pledgor or any of Pledgor's
property  is  bound  or  affected  or  constitute  a  default  thereunder.
4.     Delivery  of Collateral, Power of Attorney.  Pursuant to Section 2 above,
       ------------------------------------------
prior  to the date hereof, and/or simultaneously herewith, Pledgor has delivered
to  Custodian  all  certificates  evidencing  the Pledged Shares, accompanied by
stock  powers  duly  executed  in  blank,  for  the  use,  benefit, security and
protection  of  Pledgees  as set forth herein, and upon and subject to the terms
and  conditions hereof.  Pledgor hereby irrevocably grants to Pledgees powers of
attorney,  coupled  with  an  interest,  with  respect to the Collateral for all
purposes  consistent with this Agreement.  Said power of attorney shall include,
but shall not be limited to, the right and power to transfer the Collateral into
Pledgees'  names  or  those  of  its  nominees and to receive the income and any
distributions  thereon  and hold the same as Collateral or apply the same to any
Obligation,  solely in the event an Event of Default has occurred; to execute in
Pledgor's  name instruments of conveyance or transfer with respect to all or any
of  the  Collateral;  and  to  take  such  other action to enforce any rights of
Pledgees  hereunder  or  with  respect  to  any  of  the  Collateral.
5.     Dividends, Interest and Other Rights.  Unless Pledgees otherwise agree in
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writing,  if  Pledgor  receives:  (a) any dividend in connection with any of the
Pledged  Shares,  whether  in  cash  or other property (b) any dividend or other
distribution  in  cash or other property in connection with any recapitalization
or  reclassification of any of the Pledged Shares, liquidation or dissolution of
TDL,  Inc.,  TDLM, or otherwise, or (c) any stock certificate, option or rights,
whether  as  an  addition  to, in substitution of or in exchange for, any of the
Pledged  Shares, or otherwise, the same shall constitute Collateral, and Pledgor
agrees  to  accept  the  same in trust for Pledgees and to forthwith deliver the
same  to  the  Custodian, in the exact form received, with Pledgor's endorsement
and/or  assignment  when  necessary,  to be held by the Custodian, as collateral
security  for  the  Secured  Obligations.
6.     Further  Assurances.     Pledgor agrees that at any time and from time to
       -------------------
time,  at  the  expense of Pledgor, Pledgor will promptly execute and deliver to
Pledgees  all further proxies, stock powers, instruments and documents, and take
all  further  action, that may be necessary or appropriate, or that Pledgees may
request,  in order to perfect (by control or otherwise) and protect any security
interest  granted  or  purported  to  be granted hereby or to enable Pledgees to
exercise  and enforce their rights and remedies hereunder with respect to any of
the  Collateral.
7.     Voting  Rights.  Unless  and  until  an  Event  of  Default occurs and is
       --------------
continuing,  Pledgor  shall  have  the right: (a) to vote and give consents with
respect  to any of the Pledged Shares for all purposes not inconsistent with the
provisions of this Agreement and/or the SPA, (b) to consent to and ratify action
taken  at  or  waive  notice  of  any meeting with respect to any of the Pledged
Shares with the same force and effect as if such shares were not subject to this
Agreement,  and  (c)  to  generally  be entitled to all rights and benefits of a
holder  of  Common  Stock  of TDL, Inc. and TDLM, subject to the limitations set
forth  in  this  Agreement.
8.     Release  of  PledgedShares.
       --------------------------
     If  full  payment has been made of each of the Notes by or on behalf of the
Pledgor  in accordance with the terms of the Notes, together with the payment of
accrued  interest  as set forth therein, the Pledgees agree, upon receipt by the
Pledgees of such payment, to release from the lien of this Pledge Agreement, and
to instruct the Custodian in writing to release and transfer to the order of the
Pledgor,  the  Pledged  Shares.
     9.     Rights  of  thePledgees.  The  Pledgees  shall not be liable for any
            -----------------------
failure  to collect or realize upon the Collateral or any guarantee therefor, or
any  part  thereof,  or  for  any  delay  in so doing, nor shall it be under any
obligation  to  take  any action whatsoever with regard thereto.  If an Event of
Default  under  the  SPA  has  occurred  and  is  continuing,  the  Pledgees may
thereafter,  without  notice,  exercise  all  rights,  privileges  or  options
pertaining  to  any  Collateral  as  if  they were the holder and absolute owner
thereof,  upon  such  terms  and  conditions  as they may determine, all without
liability  except  to  account  for  property actually received by then, but the
Pledgees  shall have no duty to exercise any of the aforesaid rights, privileges
or  options and shall not be responsible for any failure to do so or delay in so
doing.
10.     Rights  and Remedies.  Upon the occurrence and during the continuance of
        --------------------
an  Event of Default (as defined under the SPA or in the Notes), Pledgees at any
time  and  from  time-to-time  thereafter:
     (a)     may  cause  any  or all of the Collateral to be registered in their
own  name  or  in  the  name  of  any  nominee  or  nominees.
(b)     shall  be  entitled  to  collect  and  receive  all interest, dividends,
payments  and  other  distributions of any character, declared or paid on any of
the  Collateral.
(c)     may  vote  any  or  all shares of any of the Pledged Shares and give all
consents,  waivers,  and ratifications in respect thereof and otherwise act with
respect  thereto  as  though  it  was  the  absolute  owner  thereof.
(d)     may  sell,  assign,  transfer and deliver at any time the whole, or from
time to time any part, of the Pledged Shares or any rights or interests therein,
at private sale or in any other manner in accordance with law, at such prices on
such  terms  as  Pledgees may deem to be in their best interests, and either for
cash,  on  credit,  or  for future delivery, at the option of Pledgees, upon ten
(10)  days  written  notice,  which  Pledgor  agrees is commercially reasonable,
addressed  to  Pledgor  at  its  last  address  on  file  with  Pledgees.
     As an alternative to exercising the power of sale conferred upon it herein,
Pledgee  may  proceed  by  suits at law or in equity, or both, to foreclose this
Agreement  and to sell the Pledged Shares, or any portion thereof, pursuant to a
judgment  or  decree  of a court or courts of competent jurisdiction.  If any of
the  Pledged Shares or any rights or interests therein shall be disposed of at a
private  sale,  Pledgees  shall  be  relieved  from  all liability or claims for
inadequacy  of  price.  At  any such sale Pledgees may purchase the whole or any
part  of  the Pledged Shares or any rights or interests therein so sold.  If any
of the Pledged Shares or any rights or interests therein shall be sold on credit
or for future delivery, the Pledged Shares or rights or interests so sold may be
retained  by  Pledgees,  until  the  selling  price thereof shall be paid by the
purchaser.  Pledgees  may,  after compliance with applicable law, choose in lieu
of  sale  to  accept  the  Pledged  Shares  in  satisfaction  of any the Secured
Obligations.
     (e)     shall otherwise have all the rights and remedies of a secured party
with respect to the Collateral as are provided under the Uniform Commercial Code
in  force in  Pennsylvania on the date hereof and as may be amended from time to
time, or under other applicable law, and Pledgees may set off or otherwise apply
the  Collateral  against the payment of any of the Secured Obligations and shall
have  the  right  to take such other actions as are consistent with the power of
attorney  set  forth  in  Section  4  hereof.
     11.     No  Disposition,  Etc.  Without  the  prior  written consent of the
             ----------------------
Pledgees,  the Pledgor agrees that it will not sell, assign, transfer, exchange,
or  otherwise  dispose  of, or grant any option with respect to, the Collateral,
nor  will  it  create,  incur  or  permit  to  exist any pledge, lien, mortgage,
hypothecation,  security  interest, charge, option or any other encumbrance with
respect  to  any  of  the  Collateral,  or any interest therein, or any proceeds
thereof,  except  for the lien and security interest provided for by this Pledge
Agreement  or  permitted  in  the  SPA.
12.     Further  Assurances.  The  Pledgor agrees that at any time and from time
        -------------------
to  time  upon the written request of the Pledgees, the Pledgor will execute and
deliver  such  further  documents  and  do  such  further acts and things as the
Pledgees  may  reasonably request in order to effect the purposes of this Pledge
Agreement.
13.     No  Waiver;  Cumulative  Remedies.  The  Pledgees  shall not by any act,
        ---------------------------------
delay,  omission  or  otherwise  be  deemed  to have waived any of its rights or
remedies hereunder and no waiver shall be valid unless in writing, signed by the
Pledgees,  and  then  only  to  the  extent  therein set forth.  A waiver by the
Pledgees  of  any  right  or  remedy  hereunder on any one occasion shall not be
construed  as  a  bar  to any right or remedy which the Pledgees would otherwise
have on any future occasion.  No failure to exercise nor any delay in exercising
on  the  part  of  the  Pledgees, any right, power or privilege hereunder, shall
operate  as  a  waiver  thereof, nor shall any single or partial exercise of any
right,  power  or  privilege  hereunder  preclude  any other or further exercise
thereof  or the exercise of any other right, power or privilege.  The rights and
remedies  herein  provided  are  cumulative  and  may  be  exercised  singly  or
concurrently,  and  are not exclusive of any rights or remedies provided by law.
14.     Amendments.  None  of  the  terms or provisions of this Pledge Agreement
        ----------
may  be waived, altered, modified or amended except by an instrument in writing,
duly  executed  by  the Pledgees and, in the case of any amendment affecting the
rights  or  obligations  of the Custodian, duly executed by the Custodian.  This
Pledge  Agreement  and all obligations of the Pledgor hereunder shall be binding
upon  the  successors  and  assigns of the Pledgor, and shall, together with the
rights  and  remedies  of  the  Pledgees  hereunder, inure to the benefit of the
Pledgees  and  their  successors  and  assigns.
     15.     The  Custodian.
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     (a)     The  Custodian  shall  have  only the duties as expressly set forth
herein  and  shall  not  be  subject  to any liability hereunder with respect to
Collateral held in its custody, except for its negligence or willful misconduct.
(b)     The  Pledgor  agrees  to  indemnify  the  Custodian  against  any  loss,
liability  or  expense, incurred without negligence or willful misconduct on the
part of the Custodian, arising out of or in connection with any of its duties as
Custodian  hereunder,  including the costs and expenses of defending itself from
any claim or liability in connection herewith.  The provisions of this paragraph
shall  survive  the  termination  of  this  Pledge  Agreement.
(c)     In  the event the Custodian shall resign or be removed under this Pledge
Agreement,  and  a successor custodian shall be appointed by the Pledgees as the
successor  Custodian  under  this  Pledge  Agreement, upon the acceptance of any
appointment  as  Custodian  hereunder  by  a successor Custodian, such successor
Custodian  shall  thereupon  succeed  to  and become vested with all the rights,
powers,  privileges and duties of the retiring Custodian, and the resignation or
removal of the retiring Custodian shall be effective as of such date.  After the
effective  date  of any retiring Custodian's resignation or removal as Custodian
hereunder,  the  provisions  of this Section shall remain applicable to it as to
any actions taken or omitted to be taken by it while it was Custodian under this
Pledge  Agreement.
(d)     The Custodian has executed this Pledge Agreement solely as Custodian for
the  Pledgees  in  accordance  with  the  terms  hereof and hereby agrees not to
exercise  any  right or remedy, including a right of set-off, it may have at any
time  with  respect  to  any  of  the  Collateral, except in accordance with the
provisions of this Pledge Agreement or the written instructions of the Pledgees.
     16.     Headings.  The  captions  in  this  Pledge  Agreement  are  for
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convenience  of  reference  only  and  shall  not define or limit the provisions
hereof.
17.     Counterparts.  This  Pledge  Agreement  and any amendments hereof may be
        ------------
executed  in  several  counterparts and by each party on a separate counterpart,
each  of  which  when so executed and delivered shall be an original, and all of
which  together  shall  constitute  one  instrument.  In  proving  this  Pledge
Agreement it shall not be necessary to produce or account for more than one such
counterpart  signed  by  the  party  against  whom  enforcement  is  sought.
18.     Term.  This Agreement shall terminate upon final and irrevocable payment
        ----
in  full  of  the  Secured Obligations.  Upon termination of this Agreement, any
Pledged  Shares  still  pledged  hereunder  (and  not  yet disposed of) shall be
delivered  to  Pledgor.
19.     Applicable  Law.  This  Agreement  shall  be  governed  by and construed
        ---------------
according to the laws of the Commonwealth of Pennsylvania (but not its conflicts
of  law  provisions).  Pledgor  hereby consents to service of process, and to be
sued,  in  the  Commonwealth of Pennsylvania and consents to the jurisdiction of
the  courts  of  the Commonwealth of Pennsylvania and the United States District
Court  for  the Eastern District of Pennsylvania, as well as to the jurisdiction
of  all  courts  from  which  an  appeal  may be taken from such courts, for the
purpose  of any suit, action or other proceeding arising hereunder or out of any
of  the  Secured  Obligations  or  with respect to the transactions contemplated
hereby, and expressly waives any and all objections Pledgor may have to venue in
any  such  courts.  Each  of Pledgor and Pledgees further agrees that service of
any process, summons, notice or document by U.S. registered mail to such party's
respective address set forth below shall be effective service of process for any
action,  suit or proceeding in Pennsylvania with respect to any matters to which
it  has  submitted  to  jurisdiction  in  this  Section  19.
20.     Reasonable Care.  Beyond the exercise of reasonable care with respect to
        ---------------
the  safe custody of the Collateral while held hereunder, under no circumstances
shall  Pledgees be deemed to assume any responsibility for or obligation or duty
with  respect  to any part or all of the Collateral of any nature or kind or any
matter or proceedings arising out of or relating thereto.  Pledgee shall have no
duty  or  liability  to collect any sums due in respect thereof or to protect or
preserve  its  or  Pledgor's rights pertaining thereto, and shall be relieved of
all  responsibility  for  any  of  the  Collateral upon surrendering the same to
Pledgor.
21.     Course  of  Conduct.  No  course of dealing between Pledgor and Pledgees
        -------------------
nor  any  failure  to  exercise,  nor  any  delay  in exercising, on the part of
Pledgees,  any  right,  power or privilege hereunder or under any of the Secured
Obligations,  shall operate as a waiver thereof; nor shall any single or partial
exercise  of  any right, power or privilege hereunder or thereunder preclude any
other  or  further exercise thereof or the exercise of any other right, power or
privilege.  The  rights  and  remedies herein provided and provided under any of
the Secured Obligations are cumulative and are in addition to, and not exclusive
of,  any  rights or remedies provided by law, including, without limitation, the
rights  and  remedies  of  a  secured party under the Uniform Commercial Code in
force  in  New  York on the date hereof and as may be amended from time to time.
22.     Assignment.  In  the event of a sale or assignment by Pledgees of all or
        ----------
any  of  the  Secured  Obligations held by them, Pledgees may assign or transfer
their  rights  and  interests  under  this  Agreement in whole or in part to the
purchaser or purchasers of such Secured Obligations, whereupon such purchaser or
purchasers  shall  become  vested  with  all  of  the powers and rights given to
Pledgees  hereunder, and Pledgees shall thereafter be forever released and fully
discharged  from  any  liability or responsibility hereunder with respect to the
rights  and  interest  so  assigned.
23.     Notices.  All notices, demands, requests, and other communications given
        -------
under  this  Agreement  shall  only be effective if they are (a) in writing, (b)
sent  by hand delivery, by facsimile transmission, by reputable express delivery
service,  or  by certified or registered mail, postage prepaid, and (c) (i) when
delivered  to  the  addressee  by  hand,  (ii) when received by the addressee as
evidenced by a return receipt signed by the addressee or its agent, and (iii) in
the  case  of  facsimile  transmissions, when transmitted, answer back received:
     To  Pledgor:          Orbit  International  Corp.
80  Cabot  Court
Hauppauge,  New  York  11788
Attention:     Dennis  Sunshine,  President
Facsimile:     (631)  952-1396
With  a  copy  to:
Robinson  &  Cole  LLP
885  Third  Avenue
28th  Floor
New  York,  New  York  10022-4834
Attention:  Elliot  H.  Lutzker,  Esq.
Facsimile:  (212)  451-2999
If  to  Pledgees:
Richard  A.  Hetherington
5151  St.  Joseph  Road
Coopersburg,  PA  18038
Facsimile:     (____)  ____________
Joanne  Hetherington
5151  St.  Joseph  Road
Coopersburg,  PA  18038
Facsimile:     (____)  ____________
With  a  copy  to:
Fitzpatrick  Lentz  &  Bubba,  P.C.
4001  Schoolhouse  Lane
P.O.  Box  219
Center  Valley,  Pennsylvania  18034-0219
Attention:     Jane  P.  Long,  Esq.
Facsimile:     (610)  797-6663
If  to  Larry  M.  Bateman:
Larry  M.  Bateman
22401  NE  14th  Drive
Sammamish,  WA  98074
Facsimile:     (   )
     If  to  Stephen  Hill:
Stephen  Hill
270  Aspen  Lane
Gilbertsville,  PA  19525
Facsimile:     (   )
     To  Custodian:          Robinson  &  Cole  LLP
                             885  Third  Avenue,  Suite  2800
                             New  York,  NY  10022
     Attn:                   Elliot  H.  Lutzker
     Fax:                    (212)  451-2999
or  to  such  other address (and/or facsimile transmission number) as Pledgor or
Pledgees,  as  the  case  may  be,  shall have specified in the latest unrevoked
notice  sent  to  the  other  in  accordance  with  this  Section  23.
     24.     Marshalling.  Pledgees shall not be required to marshal any present
             -----------
or future collateral security for (including, but not limited to, this Agreement
and the Collateral), or other assurances of payment of, the Secured Obligations,
or  any of them, or to resort to such collateral security or other assurances of
payment in any particular order.  All of Pledgees' rights and remedies hereunder
and  in  respect  of  such  security  and  other  assurances of payment shall be
cumulative and in addition to all other rights, however existing or arising.  To
the  extent  that  Pledgor lawfully may, Pledgor hereby agrees that Pledgor will
not  invoke  any  law relating to the marshalling of collateral that might cause
delay  in  or impede the enforcement of Pledgees' rights under this Agreement or
under  any  other  instrument evidencing any of the Secured Obligations or under
which  any  of  the  Secured  Obligations  is outstanding or by which any of the
Secured  Obligations  is secured or payment thereof is otherwise assured, and to
the  extent that it lawfully may, Pledgor hereby irrevocably waives the benefits
of  all  such  laws.
25.     Waiver  and Consent.  PLEDGOR HEREBY WAIVES NOTICE OF ACCEPTANCE OF THIS
        -------------------
AGREEMENT AS WELL AS PRESENTMENT, DEMAND, PAYMENT, NOTICE OF DISHONOR OR PROTEST
AND  ALL  OTHER  NOTICES  OF  ANY  KIND  IN  CONNECTION  WITH ANY OF THE SECURED
OBLIGATIONS,  EXCEPT  FOR  NOTICES  SPECIFICALLY  REQUIRED BY THE TERMS THEREOF.
Pledgees  may  release,  substitute,  supersede,  exchange  or  modify any other
collateral  security  they  may from time to time hold, and release, substitute,
surrender  or  modify  the  liability of any third party, without giving Pledgor
notice,  and  Pledgor  hereby  consents  to  the  same and acknowledges that the
Secured  Obligations  shall  not  be  terminated by any such action by Pledgees.
Pledgees  shall  be  under  no duty to first exhaust its rights against any such
collateral  security  or any such third party before realizing on the Collateral
and  otherwise  proceeding  under  this  Agreement.
26.     Expenses.  Pledgor  will  upon  demand pay to Pledgees the amount of any
        --------
and  all  reasonable expenses, including the fees and expenses of counsel and of
any  experts  and  agents,  which  Pledgees may incur in connection with (a) the
custody,  preservation or sale of, collection from or other realization upon any
of  the  Collateral,  (b)  the  exercise  or enforcement of any of the rights of
Pledgees  hereunder,  or (c) the failure by Pledgor to perform or observe any of
the  provisions  hereof.
27.     Binding  Agreement.  This  Agreement  shall be binding upon and inure to
        ------------------
the  benefit  of the parties hereto and their respective successors and assigns,
and  the  term "Pledgees" shall be deemed to include any other holder or holders
of  any  of the Secured Obligations.  As used herein, plural or singular include
each  other,  and  pronouns  of  any  gender  are  to be construed as masculine,
feminine  or  neuter,  as  context  requires.
28.     Severability.  In  the  event that any provision of this Agreement shall
        ------------
be  determined  to be superseded, invalid or otherwise unenforceable pursuant to
applicable  law, such determination shall not affect the validity of the balance
of  this  Agreement,  and  the  remaining  provisions of this Agreement shall be
enforced  as  if  the  invalid  provisions  were  deleted.

<PAGE>
IN  WITNESS  WHEREOF, the parties have executed this Agreement on the date first
above  written.
PLEDGEES:                         PLEDGOR:
/s/  Richard  Hetherington
--------------------------
Richard  A.  Hetherington         ORBIT  INTERNATIONAL  CORP
                                  By:  /s/  Dennis  Sunshine
                                  ---------------------
/s/  Joanne  Hetherington         Name:  Dennis  Sunshine
-------------------------         Title: President
Joanne  Hetherington

/s/  Larry  Bateman               CUSTODIAN:
-------------------
Larry  M.  Bateman                ROBINSON  &  COLE  LLP
                                  By:  /s/  Elliot  Lutzker
                                  --------------------
/s/  Stephen  Hill                Name:  Elliot  H.  Lutzker
------------------
Stephen  Hill


<PAGE>
                                     ------

                                    EXHIBIT A
                                    ---------

         PLEDGEE NAME                   PLEDGED SHARES
         ------------                   --------------

    Richard A. Hetherington         8,500 shares of TDL, Inc.

    Larry M. Bateman                1,500 shares of TDL, Inc.
                                    1,000 shares of TDLM

    Joanne Hetherington             5,100 share of TDLM

    Stephen G. Hill                 3,900 shares of TDLM